<PAGE>   1
                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                           O2WIRELESS SOLUTIONS, INC.

        o2wireless Solutions, Inc., a Georgia corporation (the "Corporation"),
acting pursuant to Section 14-2-1007 of the Georgia Business Corporation Code,
as amended, does hereby adopt the following Second Amended and Restated Articles
of Incorporation superseding as of the date of filing hereof its previously
filed Amended and Restated Articles of Incorporation:

                                       I.

        The name of the Corporation is "o2wireless Solutions, Inc."

                                       II.

        The Corporation shall have perpetual existence.

                                      III.

        The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code. The object of the Corporation is pecuniary gain and
profit and the purpose for which the Corporation is formed is to engage in such
lawful business or activity as the Board of Directors may from time to time
specify by resolution.

                                       IV.

        The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 110,100,000 shares, consisting of 100,000,000
shares of Common Stock, $.0001 par value ("Common Stock"), 100,000 shares of
Class A Convertible Preferred Stock, $.01 par value ("Class A Preferred Stock")
and 10,000,000 shares of Serial Preferred Stock, no par value per share ("Serial
Preferred Stock").

        A.     Common Stock.

               1. Dividends. The holders of shares of Common Stock shall be
entitled to receive such dividends as from time to time may be declared by the
Board of Directors of the Corporation, subject to the rights of holders of the
Class A Preferred Stock and the Serial Preferred Stock.

               2. Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
shall have been made to holders of the Class A Preferred Stock and the Serial
Preferred Stock of the full amounts to which they shall respectively be entitled
as stated and expressed herein or as may be stated and expressed pursuant
hereto, the holders of Common Stock shall be entitled to share ratably according
to the number of shares of Common Stock held by them in all remaining assets of
the Corporation available for distribution to its stockholders.



<PAGE>   2



               3. Voting. Except as otherwise provided by law, voting rights
shall be governed by paragraph 5 of Appendix A.

        B.     Class A Preferred Stock. The preferences, qualifications and
voting rights, powers, limitations and other rights in respect of the Class A
Preferred Stock are as set forth in Appendix A to these Articles of
Incorporation.

        C.     Serial Preferred Stock. The Serial Preferred Stock may be issued
in one or more series from time to time by the Board of Directors, pursuant to
O.C.G.A. ss. 14-2-602, subject to the rights of holders of the Class A Preferred
Stock. The description of shares of each series of Serial Preferred Stock,
including any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption shall be as set forth in resolutions adopted by the
Board of Directors, and articles of amendment shall be filed with the Secretary
of State of the State of Georgia as required by law to be filed with respect to
the issuance of such Serial Preferred Stock, prior to the issuance of any shares
of such series.

        The Board of Directors is expressly authorized, at any time, by adopting
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series of Serial Preferred Stock and, if and
to the extent from time to time required by law, by filing articles of amendment
which are effective without shareholder action to increase or decrease the
number of shares included in each series of Serial Preferred Stock, but not
below the number of shares then issued, and to set or change in any one or more
respects the designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms and
conditions of redemption relating to the shares of each such series. Each
designation of Serial Preferred Stock and the terms thereof (which shall be in
addition to those general terms applicable to Serial Preferred Stock set forth
elsewhere in this Article IV) shall be set forth in one or more Appendices to
these Articles of Incorporation. Notwithstanding the foregoing, the Board of
Directors shall not be authorized to change the right of holders of the Common
Stock of the Corporation to vote one vote per share on all matters submitted for
shareholder action. The authority of the Board of Directors with respect to each
series of Serial Preferred Stock shall include, but not be limited to, setting
or changing the following:

               (i) the annual dividend rate, if any, on shares of such series,
        the times of payment and the date from which dividends shall be
        accumulated, if dividends are to be cumulative;

               (ii) whether the shares of such series shall be redeemable and,
        if so, the redemption price and the terms and conditions of such
        redemption;

               (iii) the obligations, if any, of the Corporation to redeem
        shares of such series pursuant to a sinking fund;



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               (iv) whether shares of such series shall be convertible into, or
        exchangeable for, shares of stock of any other class or classes and, if
        so, the terms and conditions of such conversion or exchange, including
        the price or prices or the rate or rates of conversion or exchange and
        the terms of adjustment, if any;

               (v) whether the shares of such series shall have voting rights,
        in addition to the voting rights provided by law, and, if so, the extent
        of such voting rights;

               (vi) the rights of the shares of such series in the event of
        voluntary or involuntary liquidation, dissolution or winding-up of the
        Corporation; and

               (vii) any other relative rights, powers, preferences,
        qualifications, limitations or restrictions thereof relating to such
        series.

        The shares of Serial Preferred Stock of any one series shall be
identical with each other in all respects except as to the dates from and after
which dividends thereon shall cumulate if cumulative.

                                       V.

        A. Number, Election and Terms. The business and affairs of the
Corporation shall be managed by or under the direction of a board of directors
which shall consist of not less than three (3) nor more than nine (9) persons,
the exact number of directors to be fixed from time to time by the Board of
Directors pursuant to a resolution adopted by not less than two-thirds of the
entire Board of Directors. The directors shall be divided into three classes, as
nearly equal in number as possible, with the term of office of the first class
of directors to expire at the annual meeting of shareholders of the Corporation
to be held in 2001, the term of office of the second class of directors to
expire at the annual meeting of shareholders of the Corporation to be held in
2002, and the term of office of the third class of directors to expire at the
annual meeting of shareholders of the Corporation to be held in 2003. At each
annual meeting of the shareholders of the Corporation following such initial
classification and election, directors elected to succeed those directors whose
terms expire at such annual meeting shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders of the Corporation
after their election.

        B. Vacancies and Newly Created Directorships. Subject to the rights of
the holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the number of directors or any
vacancies occurring in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by the affirmative vote of a majority of the remaining directors then in office,
although less than a quorum of the Board of Directors, or by the sole remaining
director. A director so chosen shall hold office until the next annual meeting
of shareholders of the Corporation. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

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        C.  Continuances in Office. Notwithstanding the foregoing provisions of
this Article V, any director whose term of office has expired shall continue to
hold office until his successor shall be elected and qualify.

        D. Removal. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time with or without cause but only
by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the total number of votes entitled to be cast by the
holders of all of the shares of capital stock of the Corporation then entitled
to vote generally in the election of directors. The holder of each share of
capital stock entitled to vote thereon shall be entitled to cast the same number
of votes as the holder of such shares is entitled to cast generally in the
election of each director.

        E. Amendment, Repeal, Etc. Notwithstanding any other provisions of these
Articles of Incorporation or the By-laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these Articles of
Incorporation or the By-laws of the Corporation), the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the total
number of votes entitled to be cast by the holders of all of the shares of
capital stock of the Corporation then entitled to vote generally in the election
of directors shall be required to amend, alter, change or repeal, or to adopt
any provision as part of these Articles of Incorporation inconsistent with, this
Article V. The holder of each share of capital stock entitled to vote thereon
shall be entitled to cast the same number of votes as the holder of such shares
is entitled to cast generally in the election of each director.

                                       VI.

        None of the holders of shares of Common Stock shall be entitled as a
matter of right to purchase, subscribe for or otherwise acquire any additional
shares of stock of the Corporation of any class, or any options or warrants to
purchase, subscribe for or otherwise acquire any such additional shares, or any
shares, evidences of indebtedness or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such additional shares, or any shares, evidence of indebtedness or other
securities convertible into or carrying options or warrants to purchase,
subscribe for or otherwise acquire any additional shares.

                                      VII.

        No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director; provided, however, that to the extent required by
applicable law, this Article shall not eliminate or limit the liability of a
director (i) for any appropriation, in violation of his duties, of any business
opportunity of the Corporation, (ii) for acts or omissions which involve
intentional misconduct or a knowing violation of law, (iii) for the types of
liability set forth in Section 14-2-832 of the Georgia Business Corporation
Code, or (iv) for any transaction from which the director derived an improper
personal

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benefit. If applicable law is amended to authorize corporate action further
eliminating or limiting the liability of directors, then the liability of each
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by applicable law, as amended. Neither the amendment or repeal of this
Article VII, nor the adoption of any provision of these Articles of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article VII in respect of any acts or omissions occurring prior
to such amendment, repeal or adoption of an inconsistent provision.

                                      VIII.

        Any action required by the law or by the articles of incorporation or
bylaws of the Corporation to be taken at a meeting of the shareholders of the
Corporation and any action which may be taken at a meeting of the shareholders
may be taken without a meeting if a written consent, setting forth the action so
taken, shall be signed by persons entitled to vote at a meeting those shares
having sufficient voting power to cast not less than the minimum number (or
numbers, in the case of voting by groups) of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
were present and voted, provided that action by less than unanimous written
consent may not be taken with respect to any election of directors as to which
shareholders would be entitled to cumulative voting. No such written consent
shall be effective unless the consenting shareholder has been furnished the same
material that would have been required to be sent to shareholders in a notice of
a meeting at which the proposed action would have been submitted to the
shareholders, or unless the consent includes an express waiver of the right to
receive the material. Notice of such action without a meeting by less than
unanimous written consent shall be given within ten (10) days of the taking of
such action to those shareholders of record on the date when the written consent
is first executed and whose shares were not represented on the written consent.

        The provisions of this Article VIII shall remain in full force and
effect until such date on which the Corporation shall have registered a class of
securities with the Securities and Exchange Commission ("SEC") pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and such registration shall have been declared effective by the SEC, at
which time this Article VIII shall become void and shall not be effective. For
as long as the Corporation does not have a class of securities registered with
the SEC under Section 12 of the Exchange Act, the provisions of this Article
VIII shall remain in full force and effect.

                                       IX.

        The mailing address of the initial principal office of the Corporation
is 440 Interstate North Parkway, Atlanta, Georgia 30339.




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<PAGE>   6



                                       X.

        The street address of the initial registered office of the Corporation
is 1230 Peachtree Street, N.E., Promenade II, Suite 3100, Atlanta, Georgia
30309-3592, located in Fulton County. The initial registered agent of the
Corporation at such office is Terry Ferraro Schwartz.

                                       XI.

        The name and address of the incorporator of the Corporation is L. Brett
Lockwood, Suite 3100, Promenade II, 1230 Peachtree Street, N.E., Atlanta,
Georgia 30309.

        IN WITNESS WHEREOF, the Corporation has caused the Second Amended and
Restated Articles of Incorporation to be executed by a duly authorized officer
of the Corporation, on this 18th day of August, 2000.

                                           O2WIRELESS SOLUTIONS, INC.


                                      By:         /s/ William J. Loughman
                                           ------------------------------------
                                                  William J. Loughman
                                                  Executive Vice President,
                                                  Chief Financial Officer,
                                                  Secretary and Treasurer



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<PAGE>   7



                                   APPENDIX A

                      DESIGNATION OF RELATIVE PREFERENCES,
                        QUALIFICATIONS AND VOTING RIGHTS
          OF THE CLASS A PREFERRED STOCK OF O2WIRELESS SOLUTIONS, INC.


                             CLASS A PREFERRED STOCK

               Except as otherwise expressly provided herein, all shares of
Class A Preferred Stock shall be identical and shall entitle the holders thereof
to the same rights and privileges.

               1. Dividends. (a) The holders of shares of Class A Preferred
Stock shall be entitled to receive dividends at the rate of $6.00 per share per
annum, payable either in cash or, at the election of the Board of Directors of
the Corporation, in shares of Class A Preferred Stock valued at $100 per share,
such dividends to be paid quarterly on January 2, 1998 and on the first business
day of each calendar quarter thereafter (each, a "Dividend Payment Date");
provided, however, that with respect to dividends for periods ending prior to
November 19, 1999, the Board of Directors shall have the right to elect to
accrue such dividends, in which event such accrued and unpaid dividends shall
bear interest at the rate of 6% per annum from the Dividend Payment Date on
which they would have been payable absent such election to accrue, such interest
to be compounded on November 19, 1998 and on each November 19 thereafter. Such
dividends shall be cumulative and shall accrue on a daily basis from and after
the date of issue whether or not declared and whether or not there are any funds
of the Corporation legally available for the payment of dividends. The
Corporation may at its option pay any dividend in either cash or in shares of
Class A Preferred Stock; provided, however, any dividend which is not paid in
cash on any Dividend Payment Date occurring after November 19, 1999 shall be
declared and paid in shares of Class A Preferred Stock on such Dividend Payment
Date; provided, further, that dividends on the Class A Preferred Stock may not
be paid in cash unless all conditions to payment thereof imposed by the terms of
the Series D Senior Redeemable Preferred Stock have been satisfied. The Board of
Directors of the Corporation shall fix a record date for the determination of
holders of Class A Preferred Stock entitled to receive payment of each dividend
declared thereon, which record date shall be no more than 30 days prior to the
Dividend Payment Date.

               (b) As long as any shares of Class A Preferred Stock shall
remain outstanding, in no event shall any dividend be declared or paid upon, nor
shall any distribution be made upon, any Common Stock, other than a dividend or
distribution payable solely in shares of Common Stock of the Corporation, nor
shall any shares of Common Stock be purchased or redeemed by the Corporation,
nor shall any moneys be paid to or made available for a sinking fund for the
purchase or redemption of shares of any Common Stock; provided, however, that in
the event all cumulative dividends in arrears on all outstanding shares of Class
A Preferred Stock have been paid in full, the Corporation will be permitted to
pay dividends in respect of Common Stock not exceeding in the aggregate the cash
amount of the dividend paid on the Class A Preferred Stock in respect of the
most


                                       A-1

<PAGE>   8



recent calendar quarter, not including any payments for cumulative dividends in
arrears. Notwithstanding the foregoing, the holders of the Series D Senior
Redeemable Preferred Stock shall be entitled to receive dividends regardless of
whether or not all cumulative dividends in arrears on all outstanding shares of
Class A Preferred Stock have been paid in full.

                  2.       Redemption. The shares of the Class A Preferred Stock
shall be redeemable as follows:

                           2A. Redemption at Option of Holder. Upon the first to
         occur of (i) the consolidation or merger of the Corporation with or
         into any other corporation or entity (other than a merger in which the
         Corporation is the surviving corporation and which will not result in
         more than 50% in voting power of the capital stock of the Corporation
         outstanding immediately after the effective date of such merger being
         owned of record or beneficially by persons other than the holders of
         such capital stock immediately prior to such merger in substantially
         the same proportions in which such capital stock was held immediately
         prior to such merger), (ii) a sale of all or substantially all of the
         properties and assets of the Corporation as an entirety to any other
         person, (iii) any transaction or series of related transactions as a
         result of which the persons who were the beneficial holders of a
         majority in voting power of the capital stock of the Corporation
         outstanding immediately before such transaction (or series of
         transactions) are not the beneficial holders, in substantially the same
         proportions, of a majority of the voting power of the capital stock of
         the Corporation following such transaction (or series of
         transactions), or (iv) the earlier to occur of (1) the 180th day
         following the last to occur of: (A) the Put Closing Date as defined in
         that certain Securities Purchase Agreement among Stratford Capital
         Partners, L.P., Stratford Equity Partners, L.P., and the Corporation,
         dated on or about November 1, 1999 (the "Stratford Securities Purchase
         Agreement"), (B) the final Put Option Closing at which all, or all
         remaining, Subject Securities are purchased by the Corporation (as such
         terms are defined in that certain Note and Equity Purchase Agreement
         among the Corporation, Clear Communications Group, Inc., certain of
         their subsidiaries, and American Capital Strategies, Ltd., dated on or
         about November 1, 1999 (the "ACS Note and Equity Purchase Agreement")),
         (C) the Redemption Date for the Series D Senior Redeemable Preferred
         Stock as defined in the Stratford Securities Purchase Agreement, and
         (D) payment in full of the Notes as defined in and pursuant to the ACS
         Note and Equity Purchase Agreement, or (2) May 1, 2007, then any holder
         of shares of Class A Preferred Stock shall, subject to the conditions
         hereinafter in this subparagraph 2A provided, and subject to the terms
         of that certain Credit Agreement dated on or about November 1, 1999, by
         and among the Corporation, Clear Communications Group, Inc., their
         respective subsidiaries, Wachovia Bank, N.A. and the other lender's
         parties thereto, have the right to elect to have all its shares of
         Class A Preferred Stock redeemed (in the manner and with the effect
         provided in subparagraphs 2B and 2C hereof) not later than the business
         day prior to the effective date of such events specified in clauses (i)
         through (iii), or the date specified in clause (iv), of this
         subparagraph 2A. The notice required by subparagraph 4J(3) in
         connection with any transaction that would give rise to a right of
         redemption pursuant to the preceding sentence



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         shall state that such transaction creates a right of redemption. Any
         holder of shares of Class A Preferred Stock may exercise its right of
         election to have such stock redeemed by giving written notice of its
         election to the Corporation at the Corporation's principal office, or
         at such other office as the Corporation may specify in such notice, by
         such date as the Corporation may specify in such notice, which date
         shall not be earlier than 10 days following the date on which such
         notice was dispatched. Any date on which the Corporation shall be
         required to redeem shares of the Class A Preferred Stock as provided
         in this subparagraph 2A is hereinafter referred to as a "Redemption
         Date". The shares of Class A Preferred Stock to be redeemed on a
         Redemption Date shall be redeemed by paying for each share in cash an
         amount equal to the sum of $100 plus dividends accrued and unpaid
         thereon to the Redemption Date plus any interest accrued and unpaid
         thereon as provided in paragraph 1, (any such amount payable on a
         Redemption Date being herein sometimes referred to as the "Redemption
         Price"). If on or before such Redemption Date the funds necessary for
         redemption shall have been set aside so as to be and continue to be
         available therefor, then, notwithstanding that any certificate for
         shares of the Class A Preferred Stock to be redeemed shall not have
         been surrendered for cancellation, after the close of business on such
         Redemption Date, the shares to be redeemed shall no longer be deemed
         outstanding and all rights with respect to such shares shall,
         forthwith after the close of business on the Redemption Date, cease,
         except only the right of the holders thereof to receive, upon
         presentation of the certificate representing shares to be redeemed,
         the Redemption Price without interest thereon subsequent to the
         Redemption Date.

                           2B. Redeemed or Otherwise Acquired Shares to Be
         Retired. Any shares of the Class A Preferred Stock redeemed pursuant to
         this paragraph 2 or otherwise acquired by the Corporation in any manner
         whatsoever shall be permanently retired and shall not under any
         circumstances be reissued. The Corporation may from time to time take
         such appropriate corporate action as may be necessary to reduce the
         number of authorized shares of the Class A Preferred Stock accordingly.

                           2C. Shares to be Redeemed. In case of the redemption,
         for any reason, of only a part of the outstanding shares of the Class A
         Preferred Stock as to which holders have elected redemption on a
         Redemption Date, the shares of the Class A Preferred Stock to be
         redeemed shall be selected pro rata, and there shall be so redeemed
         from each holder electing redemption in whole shares, as nearly as
         practicable to the nearest share, that proportion of all the shares of
         Class A Preferred Stock to be redeemed which the number of shares held
         of record by such holder bears to the total number of shares of Class A
         Preferred Stock. Any shares of the Class A Preferred Stock not redeemed
         on a Redemption Date shall be redeemed as soon thereafter as possible
         and in the manner in which shares are otherwise redeemed on such
         Redemption Date.

                  3.       Liquidation.  Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the holders of
the shares of Class A Preferred Stock shall be entitled, subject to the senior
rights of the holders of the Series D Senior Redeemable



                                      A-3

<PAGE>   10

Preferred Stock, and before any distribution or payment is made upon any Common
Stock or any other stock ranking junior to the Class A Preferred Stock as to
rights on liquidation but pari passu with the holders of Series C Preferred
Stock, to be paid an amount equal to $100 per share, plus any accrued but unpaid
dividends thereon to the date of such payment, plus any interest accrued and
unpaid thereon as provided in paragraph 1, and the holders of Class A Preferred
Stock shall not be entitled to any further payment (such amounts being herein
sometimes referred to as the "Liquidation Payment"). If upon such liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the assets to be distributed among the holders of Class A Preferred Stock, the
Series C Preferred Stock and any other stock ranking pari passu with the Class A
Preferred Stock and the Series C Preferred Stock as to rights in liquidation
shall be insufficient to permit payment to such holders of the full amount to
which they are entitled, then the entire assets of the Corporation to be so
distributed shall be distributed ratably per share among the holders of the
Class A Preferred Stock, the Series C Preferred Stock and any other stock
ranking pari passu with the Class A Preferred Stock and the Series C Preferred
Stock as to rights in liquidation in proportion to the amounts to which they
respectively are entitled. Upon any such liquidation, dissolution or winding up
of the Corporation, after the holders of Class A Preferred Stock, the Series C
Preferred Stock and any other stock ranking pari passu with the Class A
Preferred Stock and the Series C Preferred Stock as to rights in liquidation
shall have been paid in full the amounts to which they shall be entitled, the
remaining net assets of the Corporation shall be distributed ratably to the
holders of Common Stock and any other stock ranking junior to the Class A
Preferred Stock in liquidation. Written notice of such liquidation, dissolution
or winding up, stating a payment date, the amount of the Liquidation Payment and
the place where said sums shall be payable shall be given by mail, postage
prepaid, not less than 30 or more than 60 days prior to the payment date stated
therein, the holders of record of the Class A Preferred Stock, such notice to be
addressed to each shareholder at such holder's post office address as shown by
the records of the Corporation. Neither the consolidation or merger of the
Corporation into or with any other corporation or corporations, not the sale or
transfer by the Corporation of all or any part of its assets, shall be deemed to
be a liquidation, dissolution or winding up of the Corporation within the
meaning of any of the provisions of this paragraph 3.

                  4.       Conversion.

                           4A. Right to Convert Class A Preferred Stock. (a)
         Subject to the terms and conditions of this paragraph 4, the holder of
         any share or shares of Class A Preferred Stock shall have the right, at
         its option at any time, to convert all or any portion of such shares of
         Class A Preferred Stock (except that upon any liquidation, dissolution
         or winding up of the Corporation the right of conversion shall
         terminate at the close of business on the last full business day next
         preceding the date fixed for payment of Liquidation Payment), into such
         number of fully paid and nonassessable whole shares of Common Stock as
         is obtained by multiplying the number of shares of Class A Preferred
         Stock so to be converted by $100 and dividing the result by the
         conversion price of $2.7411 per share, or by the conversion price as
         last adjusted and in effect at the date any share or shares of Class A



                                      A-4

<PAGE>   11


         Preferred Stock are surrendered for conversion (such price, or such
         price as last adjusted, being referred to herein as the "Conversion
         Price").

                  (b) The rights of conversion contained in this paragraph 4
         shall be exercised by the holder of shares of Class A Preferred Stock
         by giving written notice that such holder elects to convert a stated
         number of shares of Class A Preferred Stock into Common Stock and by
         surrender of a certificate or certificates for the shares so to be
         converted to the Corporation at its principal office (or such other
         office or agency of the Corporation as the Corporation may designate by
         notice in writing to the holder or holders of the Class A Preferred
         Stock) at any time during its usual business hours on the date set
         forth in such notice, together with a statement of the name or names
         (with address) in which the certificate or certificates for shares of
         Common Stock shall be issued.

                           4B. Issuance of Certificates; Time Conversion
         Effected. Promptly after the receipt of the written notice referred to
         in subparagraph 4A and surrender of the certificate or certificates
         for the share or shares of Class A Preferred Stock to be converted, the
         Corporation shall issue and deliver, or cause to be issued and
         delivered, to the holder, registered in such name or names as such
         holder may direct, a certificate or certificates for the number of
         whole shares of Common Stock issuable upon the conversion of such share
         or shares of Class A Preferred Stock. To the extent permitted by law,
         such conversion shall be deemed to have been effected, and the
         Conversion Price shall be determined, as of the close of business on
         the date on which such written notice shall have been received by the
         Corporation and the certificate or certificates for such share or
         shares shall have been surrendered as aforesaid, and at such time the
         rights of the holder of such share or shares of Class A Preferred Stock
         shall cease, and the person or persons in whose name or names any
         certificate or certificates for shares of Common Stock shall be
         issuable upon such conversion shall be deemed to have become the holder
         or holders of record of the shares represented thereby.

                           4C. Fractional Shares; Dividends; Partial Conversion.
         No fractional shares may be issued upon conversion of the Class A
         Preferred Stock into Common Stock. At the time of each conversion, the
         Corporation shall pay in cash or in shares of Class A Preferred Stock
         valued at $100 per share an amount equal to all dividends, if any,
         accrued and unpaid to the date of such conversion, together with any
         accrued interest on such dividends, on the shares surrendered for
         conversion. In case the number of shares of Class A Preferred Stock
         represented by the certificate or certificates surrendered pursuant to
         subparagraph 4A exceeds the number of shares converted, the Corporation
         shall, upon such conversion, execute and deliver to the holder thereof,
         at the expense of the Corporation, a new certificate or certificates
         for the number of shares of Class A Preferred Stock represented by the
         certificate or certificates surrendered which are not to be converted.
         If any fractional interest in a share of Common Stock would, except for
         the provisions of the first sentence of this subparagraph 4C, be
         deliverable upon any such conversion, the Corporation, in lieu of
         delivering the fractional share thereof, shall pay to the holder
         surrendering the


                                      A-5


<PAGE>   12

         Class A Preferred Stock for conversion an amount in cash equal to the
         current market price of such fractional interest as determined in good
         faith by the Board of Directors of the Corporation.

                           4D. Adjustment of Price Upon Issuance of Common
         Stock. Except as provided in subparagraph 4F hereof, if and whenever
         the Corporation shall issue or sell, or is in accordance with
         subparagraphs 4D(1) through 4D(7) deemed to have issued or sold, any
         shares of its Common Stock for a consideration per share less than the
         Conversion Price in effect immediately prior to the time of such issue
         or sale, then, forthwith upon such issue or sale, the Conversion Price
         shall be determined by dividing (i) an amount equal to the sum of (a)
         the number of shares of Common Stock outstanding immediately prior to
         such issue or sale (including as outstanding all shares of Common Stock
         issuable upon conversion of outstanding Class A Preferred Stock)
         multiplied by the then existing Conversion Price, and (b) the
         consideration, if any, received by the Corporation upon such issue or
         sale, by (ii) the total number of shares of Common Stock outstanding
         immediately after such issue or sale (including as outstanding all
         shares of Common Stock issuable upon conversion of outstanding Class A
         Preferred Stock).

                           For purposes of this subparagraph 4D, the following
         subparagraphs 4D(1) to 4D(7) shall also be applicable:

                           4D(1). Issuance of Rights or Options. In case at any
         time the Corporation shall in any manner grant (whether directly or by
         assumption in a merger or otherwise) any rights to subscribe for or to
         purchase, or any options for the purchase of, Common Stock or any stock
         or securities convertible into or exchangeable for Common Stock (such
         rights or options being herein called "Options" and such convertible or
         exchangeable stock or securities being herein called "Convertible
         Securities") whether or not such Options or the right to convert or
         exchange any such Convertible Securities are immediately exercisable,
         and the price per share for which Common Stock is issuable upon the
         exercise of such Options or upon conversion or exchange of such
         Convertible Securities (determined by dividing (i) the total amount, if
         any, received or receivable by the Corporation as consideration for the
         granting of such Options, plus the minimum aggregate amount of
         additional consideration payable to the Corporation upon the exercise
         of all such Options, plus, in the case of such Options which relate to
         Convertible Securities, the minimum aggregate amount of additional
         consideration, if any, payable upon the issue or sale of such
         Convertible Securities and upon the conversion or exchange thereof, by
         (ii) the total maxi mum number of shares of Common Stock issuable upon
         the exercise of such Options or upon the conversion or exchange of all
         such Convertible Securities issuable upon the exercise of such Options)
         shall be less than the Conversion Price in effect immediately prior to
         the time of the granting of such Options, then the total maximum number
         of shares of Common Stock issuable upon the exercise of such Options or
         upon conversion or exchange of the total maximum amount of such
         Convertible Securities issuable upon the exercise of such Options shall
         be deemed to have been issued for such price per share as of the date
         of



                                      A-6
<PAGE>   13

         granting of such Options and thereafter shall be deemed to be
         outstanding. Except as otherwise provided in subparagraph 4D(3), no
         adjustment of the Conversion Price shall be made upon the actual issue
         of such Common Stock or of such Convertible Securities upon exercise
         of such Options or upon the actual issue of such Common Stock upon
         conversion or exchange of such Convertible Securities.

                           4D(2). Issuance of Convertible Securities. In case
         the Corporation shall in any manner issue (whether directly or by
         assumption in a merger or otherwise) or sell any Convertible
         Securities, whether or not the rights to exchange or convert thereunder
         are immediately exercisable, and the price per share for which Common
         Stock is issuable upon such conversion or exchange (determined by
         dividing (i) the total amount received or receivable by the Corporation
         as consideration for the issue or sale of such Convertible Securities,
         plus the minimum aggregate amount of additional consideration, if any,
         payable to the Corporation upon the conversion or exchange thereof, by
         (ii) the total maximum number of shares of Common Stock issuable upon
         the conversion or exchange of all such Convertible Securities) shall be
         less than the Conversion Price in effect immediately prior to the time
         of such issue or sale, then the total maximum number of shares of
         Common Stock issuable upon conversion or exchange of all such
         Convertible Securities shall be deemed to have been issued for such
         price per share as of the date of the issue or sale of such Convert
         ible Securities and thereafter shall be deemed to be outstanding,
         provided that (a) except as otherwise provided in subparagraph 4D(3)
         below, no adjustment of the Conversion Price shall be made upon the
         actual issue of such Common Stock upon conversion or exchange of such
         Convertible Securities, and (b) if any such issue or sale of such
         Convertible Securities is made upon exercise of any Option to purchase
         any such Convertible Securities for which adjustments of the Conversion
         Price have been or are to be made pursuant to other provisions of this
         subparagraph 4D, no further adjustment of the Conversion Price shall be
         made by reason of such issue or sale.

                           4D(3). Change in Option Price or Conversion Rate. If
         (i) the purchase price provided for in any Option referred to in
         subparagraph 4D(1), (ii) the additional consideration, if any, payable
         upon the conversion or exchange of any Convertible Securities referred
         to in subparagraph 4D(l) or 4D(2) or (iii) the rate at which any
         Convertible Securities referred to in subparagraph 4D(1) or 4D(2) are
         convertible into or exchangeable for Common Stock shall change at any
         time (in each case other than under or by reason of provisions designed
         to protect against dilution), then the Conversion Price in effect at
         the time of such event shall, as required, forthwith be readjusted to
         such Conversion Price which would have been in effect at such time had
         such Options or Convertible Securities still outstanding provided for
         such changed purchase price, additional consideration or conversion
         rate, as the case may be, at the time initially granted, issued or
         sold; and on the expiration of any such Option or the termination of
         any such right to convert or exchange such Convertible Securities, the
         Conversion Price then in effect hereunder shall, as required, forthwith
         be readjusted to the Conversion Price which would have been in effect
         at the time of such expiration or termination had such Option or
         Convertible Securities, to the extent




                                      A-7
<PAGE>   14

         outstanding immediately prior to such expiration or termination, never
         been issued, and the Common Stock issuable thereunder shall no longer
         be deemed to be outstanding. If the purchase price provided for in any
         such Option referred to in subparagraph 4D(l) or the rate at which any
         Convertible Securities referred to in subparagraph 4D(l) or 4D(2) are
         convertible into or exchangeable for Common Stock shall be reduced at
         any time under or by reason of provisions with respect thereto designed
         to protect against dilution, then, in case of the delivery of Common
         Stock upon the exercise of any such Option or upon conversion or
         exchange of any such Convertible Securities, the Conversion Price then
         in effect hereunder shall, as required, forthwith be adjusted to such
         respective amount as would have been obtained had such Option or
         Convertible Securities never been issued and had adjustments been made
         upon the issuance of the shares of Common Stock delivered as aforesaid,
         but only if as a result of such adjustment the Conversion Price then in
         effect hereunder is thereby reduced.

                           4D(4). Stock Dividends. In case the Corporation shall
         declare a dividend or make any other distribution upon any stock of the
         Corporation payable in Common Stock, Options or Convertible Securities,
         any Common Stock, Options or Convertible Securities, as the case may
         be, issuable in payment of such dividend or distribution shall be
         deemed to have been issued or sold without consideration, and the
         Conversion Price shall be reduced as if the Corporation had subdivided
         its outstanding shares of Common Stock into a greater number of shares,
         as provided in subparagraph 4E hereof.

                           4D(5). Consideration for Stock. In case any shares of
         Common Stock, Options or Convertible Securities shall be issued or sold
         for cash, the consideration received therefor shall be deemed to be the
         amount received by the Corporation therefor, without deduction
         therefrom of any expenses incurred or any underwriting commissions or
         concessions paid or allowed by the Corporation in connection
         therewith. In case any shares of Common Stock, Options or Convertible
         Securities shall be issued or sold for a consideration other than cash,
         the amount of the consideration other than cash received by the
         Corporation shall be deemed to be the fair value of such consideration
         as determined in good faith by the Board of Directors of the
         Corporation, without deduction therefrom of any expenses incurred or
         any underwriting commissions or concessions paid or allowed by the
         Corporation in connection therewith. In case any Options shall be
         issued in connection with the issue and sale of other securities of the
         Corporation, together comprising one integral transaction in which no
         specific consideration is allocated to such Options by the Corporation,
         such Options shall be deemed to have been issued without
         consideration, and the Conversion Price shall be reduced as if the
         Corporation had subdivided its outstanding shares of Common Stock into
         a greater number of shares, as provided in subparagraph 4E hereof.

                           4D(6). Record Date. In case the Corporation shall
         take a record of the holders of its Common Stock for the purpose of
         entitling them (i) to receive a dividend or other distribution payable
         in Common Stock, Options or Convertible Securities, or (ii) to
         subscribe for or purchase Common Stock, Options or Convertible
         Securities, then such



                                      A-8
<PAGE>   15

         record date shall be deemed to be the date of the issue or sale of the
         shares of Common Stock deemed to have been issued or sold upon the
         declaration of such dividend or the making of such other distribution
         or the date of the granting of such right of subscription or purchase,
         as the case may be, provided that such shares of Common Stock shall in
         fact have been issued or sold.

                           4D(7). Treasury Shares. The number of shares of
         Common Stock outstanding at any given time shall not include shares
         owned or held by or for the account of the Corporation, and the
         disposition of any such shares shall be considered an issue or sale of
         Common Stock for the purposes of this subparagraph 4D.

                           4E. Subdivision or Combination of Stock. In case the
         Corporation shall at any time subdivide its outstanding shares of
         Common Stock into a greater number of shares, the Conversion Price in
         effect immediately prior to such subdivision shall be proportionately
         reduced, and conversely, in case the outstanding shares of Common Stock
         of the Corporation shall be combined into a smaller number of shares,
         the Conversion Price in effect immediately prior to such combination
         shall be proportionately increased.

                           4F. Certain Issues of Common Stock Excepted. The
         Corporation shall not be required to make any adjustment of the
         Conversion Price pursuant to subparagraph 4D upon the occurrence of any
         of the following events: (i) the issuance of Common Stock upon
         conversion of outstanding shares of Class A Preferred Stock, (ii) the
         grant of options and the issuance of up to 325,000 shares of Common
         Stock upon the exercise of options granted by the Corporation to
         employees, officers and directors of the Corporation pursuant to the
         Corporation's currently existing Stock Option Plan or pursuant to a
         stock option plan approved by the Compensation Committee of the Board
         of Directors of the Corporation, (iii) the issuance of shares of Common
         Stock pursuant to Section 2.2 of the ISDC Agreement (as defined
         herein), and (iv) the issuance of the warrants to purchase shares of
         the Common Stock (the "Warrants") and the issuance of shares of Common
         Stock upon the exercise of the Warrants pursuant to the terms of (A)
         the Stratford Securities Purchase Agreement and (B) the ACS Note and
         Equity Purchase Agreement.

                           4G. Reorganization, Reclassification, Consolidation,
         Merger or Sale. If any capital reorganization or reclassification of
         the capital stock of the Corporation or any consolidation or merger of
         the Corporation with another corporation, or the sale of all or
         substantially all of its assets to another corporation shall be
         effected in such a way (including, without limitation, by way of
         consolidation or merger) that holders of Common Stock shall be entitled
         to receive stock, securities or assets with respect to or in exchange
         for Common Stock, then, as a condition of such reorganization,
         reclassification, consolidation, merger or sale, lawful and adequate
         provisions (in form reasonably satisfactory to the holders of at least
         a majority of the outstanding shares of Class A Preferred Stock) shall
         be made whereby each holder of a share or shares of Class A Preferred
         Stock shall thereafter have the right to receive, upon the basis and
         upon the terms and conditions specified herein



                                      A-9
<PAGE>   16

         and in lieu of the shares of Common Stock of the Corporation
         immediately theretofore receivable upon the conversion of such shares
         or shares of the Class A Preferred Stock, such shares of stock,
         securities or assets as may be issued or payable with respect to or in
         exchange for a number of outstanding shares of such Common Stock equal
         to the number of shares of such stock immediately theretofore so
         receivable had such reorganization, reclassification, consolidation,
         merger or sale not taken place, and in any such case appropriate
         provision shall be made with respect to the rights and interests of
         such holder to the end that the provisions hereof (including, without
         limitation, provisions for adjustment of the Conversion Price) shall
         thereafter be applicable, as nearly practicable, in relation to any
         shares of stock, securities or assets thereafter deliverable upon the
         exercise of such conversion rights. In the event of a merger or
         consolidation of the Corporation as a result of which a greater or
         lesser number of shares of common stock of the surviving corporation
         is issuable to holders of Common Stock of the Corporation outstanding
         immediately prior to such merger or consolidation, the Conversion
         Price in effect immediately prior to such merger or consolidation
         shall be adjusted in the same manner as though there were a
         subdivision or combination of the outstanding shares of Common Stock
         of the Corporation. The Corporation will not effect any such
         consolidation or merger, or any sale of all or substantially all of
         its assets and properties, unless prior to the consummation thereof
         the successor corporation (if other than the Corporation) resulting
         from such consolidation or merger or the corporation purchasing such
         assets shall assume by written instrument (in form reasonably
         satisfactory to the holders of at least a majority of the shares of
         Class A Preferred Stock at the time outstanding), executed and mailed
         or delivered to each holder of shares of Class A Preferred Stock at
         the last address of such holder appearing on the books of the
         Corporation, the obligation to deliver to such holder such shares of
         stock, securities or assets as, in accordance with the foregoing
         provisions, such holder may be entitled to receive.

                           4H. Automatic Conversion. In the event that, at any
         time while any of the Class A Preferred Stock shall be outstanding, the
         Corporation shall complete an underwritten public offering involving
         the sale by the Corporation of shares of Common Stock (i) at a per
         share price to the public of not less than 2.5 times the Conversion
         Price in effect at the time and (ii) in which the gross proceeds to the
         Corporation and/or selling stockholders, as the case may be, before
         deduction of underwriters' discounts and commissions and expenses of
         the offering, are at least $15,000,000, then all outstanding shares of
         Class A Preferred Stock shall, automatically and without further action
         on the part of the holders of the Class A Preferred Stock, be converted
         into shares of Common Stock in accordance with the terms of paragraph
         4A with the same effect as if the certificates evidencing such shares
         had been surrendered for conversion, such conversion to be effective
         simultaneously with the closing of such public offering; provided,
         however, that certificates evidencing the shares of Common Stock
         issuable upon such conversion shall not be issued except on surrender
         of the certificates for the shares of the Class A Preferred Stock so
         converted.

                           4I. Notice of Adjustment. Upon any adjustment of the
         Conversion Price, then and in each such case the Corporation shall give
         written notice thereof, by first class





                                      A-10
<PAGE>   17

         mail, postage prepaid, addressed to each holder of shares of Class A
         Preferred Stock at the address of such holder as shown on the books of
         the Corporation, which notice shall state the Conversion Price
         resulting from such adjustment, setting forth in reasonable detail the
         method of calculation and the facts upon which such calculation is
         based.

                           4J. Other Notices. In case at any time:

                           (1) the Corporation shall declare any dividend upon
                  its Common Stock payable in cash or stock or make any other
                  distribution to the holders of its Common Stock;

                           (2) the Corporation shall offer for subscription pro
                  rata to the holders of its Common Stock any additional shares
                  of stock of any class or other rights;

                           (3) there shall be any capital reorganization or
                  reclassification of the capital stock of the Corporation, or a
                  consolidation or merger of the Corporation with, or a sale of
                  all or substantially all its assets to, another corporation,
                  or any acquisition of beneficial ownership by any person or
                  group of voting stock of the Corporation representing more
                  than 50% of the voting power of all outstanding shares of such
                  voting stock, whether by way of merger or consolidation or
                  otherwise;

                           (4) there shall be a voluntary or involuntary
                  dissolution, liquidation or winding up of the Corporation;

                           (5) the Corporation shall take any action or there
                  shall be any event which would result in an automatic
                  conversion of the Class A Preferred Stock pursuant to
                  subparagraph 4H; or

                           (6) the Corporation shall take any action or there
                  shall be any event which would result in a redemption of the
                  Class A Preferred Stock pursuant to subparagraph 2A,

         then, in any one or more of said cases, the Corporation shall give, by
         first class mail, postage prepaid, addressed to each holder of any
         shares of Class A Preferred Stock at the address of such holder as
         shown on the books of the Corporation, (a) at least 20 days' prior
         written notice of the date on which the books of the Corporation shall
         close or a record shall be taken for such dividend, distribution or
         subscription rights or for determining rights to vote in respect of any
         such reorganization, reclassification, consolidation, merger, sale,
         dissolution, liquidation or winding up, (b) in the case of any such
         reorganization, reclassification, consolidation, merger, sale,
         dissolution, liquidation or winding up, at least 20 days' prior written
         notice of the date when the same shall take place, and (c) in the case
         of any event which would result in an automatic conversion of the Class
         A Preferred Stock pursuant to subparagraph 4H, at least 20 days' prior
         written notice of the date on which the same is




                                      A-11
<PAGE>   18

         expected to be completed. Such notice in accordance with the foregoing
         clause (a) shall also specify, in the case of any such dividend,
         distribution or subscription rights, the date on which the holders of
         Common Stock shall be entitled thereto, and such notice in accordance
         with the foregoing clause (b) shall also specify the date on which the
         holders of Common Stock shall be entitled to exchange their Common
         Stock for securities or other property deliverable upon such
         reorganization, reclassification, consolidation, merger, sale,
         dissolution, liquidation or winding up, as the case may be.

                           4K. Stock to be Reserved. The Corporation will at all
         times reserve and keep available out of its authorized Common Stock or
         its treasury shares, solely for the purpose of issue upon the
         conversion of the Class A Preferred Stock as herein provided, such
         number of shares of Common Stock as shall then be issuable upon the
         conversion of all outstanding shares of Class A Preferred Stock. The
         Corporation covenants that all shares of Common Stock which shall be so
         issued shall be duly and validly issued and fully paid and
         nonassessable and free from all taxes, liens and charges with respect
         to the issue thereof and, without limiting the generality of the
         foregoing, the Corporation covenants that it will from time to time
         take all such action as may be requisite to assure that the par value
         per share of the Common Stock is at all times equal to or less than the
         effective Conversion Price. The Corporation will take all such action
         as may be necessary to assure that all such shares of Common Stock may
         be so issued without violation of any applicable law or regulation, or
         of any requirements of any national securities exchange upon which the
         Common Stock of the Corporation may be listed. The Corporation will not
         take any action which results in any adjustment of the Conversion Price
         if the total number of shares of Common Stock issued and issuable after
         such action upon conversion of the Class A Preferred Stock would exceed
         the total number of shares of Common Stock then authorized by the
         Corporation's Articles of Incorporation.

                           4L. No Reissuance of Class A Preferred Stock. Shares
         of Class A Preferred Stock which are converted into shares of Common
         Stock as provided herein shall not be reissued.

                           4M. Issue Tax. The issuance of certificates for
         shares of Common Stock upon conversion of the Class A Preferred Stock
         shall be made without charge to the holders thereof for any issuance
         tax in respect thereof, provided that the Corporation shall not be
         required to pay any tax which may be payable in respect of any transfer
         involved in the issuance and delivery of any certificate in a name
         other than that of the holder of the Class A Preferred Stock which is
         being converted.

                           4N. Closing of Books. The Corporation will at no time
         close its transfer books against the transfer of any Class A Preferred
         Stock or of any shares of Common Stock issued or issuable upon the
         conversion of any shares of Class A Preferred Stock in any manner which
         interferes with the timely conversion of such Class A Preferred Stock.



                                      A-12
<PAGE>   19

                           4O. Definition of Common Stock. As used in this
         paragraph 4, the term "Common Stock" shall mean and include the
         Corporation's authorized Common Stock, $.0001 par value as constituted
         on the date of filing these Second Amended and Restated Articles of
         Incorporation and shall also include any capital shares of any class
         of the Corporation thereafter authorized which shall not be limited to
         a fixed sum or percentage of par value 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 the Corporation; provided, however, that the Common
         Stock receivable upon conversion of shares of the Class A Preferred
         Stock of the Corporation, or in case of any reorganization or
         reclassification of the outstanding shares of the Corporation, the
         stock, securities or assets provided for in paragraph 4G, shall
         include only shares designated as Common Stock of the Corporation on
         the date of filing these Second Amended and Restated Articles of
         Incorporation.

                  5. Voting. Except as otherwise required by law or these
Articles of Incorporation, the holders of the Class A Preferred Stock and the
holders of Common Stock shall be entitled to notice of any stockholders meeting
in accordance with the By-laws of the Corporation and to vote together as a
single class upon any matter submitted to the stockholders for a vote as
follows: (i) the holders of Class A Preferred Stock shall have one vote for each
full share of Common Stock into which their respective shares of Class A
Preferred Stock are convertible on the record date for the vote and (ii) the
holders of Common Stock shall have one vote per share of Common Stock.

                  6. Restrictions. At any time when shares of Class A Preferred
Stock are outstanding, except where the vote or written consent of the holders
of a greater number of shares of the Corporation is required by law or by these
Amended and Restated Articles of Incorporation, and in addition to any other
vote required by law, without the prior consent (which consent shall not be
unreasonably withheld in the case of clause (d) below) of the holders of a
majority of the outstanding Class A Preferred Stock, given in person or by
proxy, either in writing within 20 days after notice from the Company or at a
special meeting called for that purpose, at which meeting the holders of the
shares of such Class A Preferred Stock shall vote together as a class:

                           (a) The Corporation will not (i) create or authorize
         the creation of any additional class or series of shares unless the
         same ranks junior to the Class A Preferred Stock as to the distribution
         of assets upon the liquidation, dissolution or winding up of the
         Corporation, (ii) increase the authorized amount of the Class A
         Preferred Stock or the authorized amount of any additional class or
         series of shares unless the same ranks junior to the Class A Preferred
         Stock as to the distribution of assets upon the liquidation,
         dissolution or winding up of the Corporation, or (iii) create or
         authorize any obligation or security convertible into shares of Class A
         Preferred Stock or into shares of any other class or series unless the
         same ranks junior to the Class A Preferred Stock as to the distribution
         of assets upon the liquidation, dissolution or winding up of the
         Corporation, whether any



                                      A-13
<PAGE>   20

         such creation or authorization or increase shall be by means of
         amendment of the Articles of Incorporation, merger, consolidation or
         otherwise.

                           (b) The Corporation will not amend, alter or repeal
         its Articles of Incorporation or By-laws in any manner, or file any
         directors' resolutions pursuant to O.C.G.A. ss. 14-2-602 containing any
         provision, in either case, which adversely affects the respective
         preferences, qualifications, special or relative rights or privileges
         of the Class A Preferred Stock or which in any manner adversely affects
         the Class A Preferred Stock or the holders thereof.

                           (c) The Corporation will not (i) consolidate or merge
         with or into any other corporation or other entity, (ii) sell or
         otherwise dispose of all or substantially all of its properties and
         assets as an entirety to any other person, or (iii) liquidate, dissolve
         or wind up its business.

                           (d) The Corporation will not, directly or indirectly,
         acquire any other business entity, or the assets of any other business
         entity as a going concern.

                           (e) The Corporation will not, directly or indirectly,
         enter into any material transaction with any affiliate (as defined in
         Rule 405 under the Securities Act of 1933, as amended) of the
         Corporation unless such affiliate is a wholly-owned subsidiary of the
         Corporation.

                           (f) The Corporation will not, directly or indirectly,
         engage in any business other than the business in which it was engaged
         immediately after the initial issuance of the Class A Preferred Stock.

                           (g) The Corporation will not enter into any agreement
         after the date of filing of these Second Amended and Restated Articles
         of Incorporation which would restrict its right to pay dividends on the
         Class A Preferred Stock in shares of Class A Preferred Stock.

                           (h) The Corporation will not repurchase, redeem or
         retire any shares of capital stock of the Corporation other than shares
         of Class A Preferred Stock; provided, that no such vote shall be
         required to permit the redemption of (i) the Corporation's Series C
         Convertible Preferred Stock (ii) the Corporation's Series D Senior
         Redeemable Preferred Stock, (iii) the Warrants; or (iv) the shares of
         Common Stock issuable upon exercise of the Warrants.

                           (i) The Corporation will not amend the terms of any
         stock option plan or stock option agreement for the benefit of
         employees of the Company.

                  7. Preemptive Rights. (a) Each holder of Class A Preferred
Stock shall have the right to purchase such holder's Proportionate Percentage
(as hereinafter defined) of any future



                                      A-14
<PAGE>   21

Eligible Offering (as hereinafter defined). For the purposes of this paragraph
7, the following terms shall have the meanings set forth below:

                  "Proportionate Percentage" means, with respect to a holder of
         Class A Preferred Stock as of any date, the result (expressed as a
         percentage) obtained by dividing (i) the number of shares of Common
         Stock issuable upon conversion of shares of Class A Preferred Stock
         held by such holder as of such date, by (ii) the total number of shares
         of Common Stock outstanding as of such date (treating, for purposes of
         such calculation, all shares of Class A Preferred Stock as having been
         converted at such date).

                  "Eligible Offering" means an offer by the Corporation to sell
         for cash shares of capital stock of the Corporation, or any security
         convertible into or exchangeable for, or carrying rights or options to
         purchase, capital stock of the Corporation, other than an offering of
         securities by the Corporation:

                           (i) to its full-time employees, officers, directors,
                  consultants or advisors of Common Stock, or options to
                  purchase Common Stock in connection with or pursuant to any
                  stock option or stock purchase plan or other compensatory
                  arrangement;

                           (ii) in connection with any merger of, or acquisition
                  by, the Corporation or any subsidiary of the Corporation
                  (including, without limitation, pursuant to the ISDC
                  Agreement);

                           (iii) in connection with the conversion or exercise
                  of outstanding securities of the Corporation;

                           (iv) in any public offering resulting in automatic
                  conversion of the Class A Preferred Stock pursuant to
                  subparagraph 4H of paragraph 4; and

                           (v) to Stratford Capital Partners, L.P., Stratford
                  Equity Partners, L.P., or American Capital Strategies, Ltd.
                  of the Warrants or the issuance of Common Stock upon the
                  exercise of such Warrants.

                  (b) The Corporation shall, before issuing any securities
pursuant to an Eligible Offering, give written notice thereof to each holder of
Class A Preferred Stock. Such notice shall specify the security or securities
the Corporation proposes to issue and the consideration that the Corporation
intends to receive therefor. For a period of ten (10) days following the date of
such notice, each such holder shall be entitled, by written notice to the
Corporation, to elect to purchase all or any part of such holder's Proportionate
Percentage of the securities being sold in the Eligible Offering; provided,
however, that if two or more securities shall be proposed to be sold as a "unit"
in an Eligible Offering, any such election must relate to such unit of
securities. In the event that elections pursuant to this paragraph 7 shall not
be made with respect to any securities included in an Eligible Offering within
such ten (10) day period, then the Corporation may issue such securities



                                      A-15
<PAGE>   22

to other purchasers, but only for a consideration payable in cash not less than,
and otherwise on no more favorable terms to the purchaser than, that set forth
in the Corporation's notice and only within 180 days after the end of such ten
(10) day period. In the event that any such offer is accepted by a holder of
Class A Preferred Stock, the Corporation shall sell to such holder, and such
holder shall purchase from the Corporation, for the consideration and on the
terms set forth in the notice as afore said, the securities that such holder
shall have elected to purchase.




                                      A-16

<PAGE>   23



                                   APPENDIX B


                            DESIGNATION IN RESPECT OF
                            SERIES C PREFERRED STOCK
                          (THE "SERIES C DESIGNATION")

               1. Designation. Seventy-five thousand (75,000) shares of the
Serial Preferred Stock, no par value, are hereby constituted as a series of the
Serial Preferred Stock designated as the "Series C Convertible Preferred Stock"
(the "Series C Preferred Stock"). The following is a statement of the
designations, and the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the Series C Preferred Stock. Except as
otherwise expressly provided herein, all shares of Series C Preferred Stock
shall be identical and shall entitle the holders thereof to the same rights and
privileges.

               2. Dividends. (a) The holders of shares of Series C Preferred
Stock shall be entitled to receive dividends at the rate of $6.00 per share per
annum, payable either in cash or, at the election of the Board of Directors of
the Corporation, in shares of Series C Preferred Stock valued at $100 per share,
such dividends to be paid quarterly on April 3, 2000 and on the first business
day of each calendar quarter thereafter (each, a "Dividend Payment Date");
provided, however, that dividends on the Series C Preferred Stock may not be
paid in cash unless all conditions to payment thereof imposed by the terms of
the Series D Senior Redeemable Preferred Stock have been satisfied. Dividends
for the periods ending June 30, September 30 and December 31, 1999 shall accrue
at the rate of $6.00 per share per annum and shall bear interest at the rate of
6% per annum compounded quarterly from such respective dates, which accrued
dividends and interest thereon shall be paid in full on redemption or conversion
of the Series C Preferred Stock, unless earlier paid. All dividends shall be
cumulative and shall accrue on a daily basis from and after the date of issue
whether or not declared and whether or not there are any funds of the
Corporation legally available for the payment of dividends. The Board of
Directors of the Corporation shall fix a record date for the determination of
holders of Series C Preferred Stock entitled to receive payment of each dividend
declared thereon, which record date shall be no more than 30 days prior to the
Dividend Payment Date.

                             (b) As long as any shares of Series C Preferred
Stock shall remain outstanding, in no event shall any dividend be declared or
paid upon, nor shall any distribution be made upon, any Common Stock or any
other stock ranking junior to the Series C Preferred Stock, other than a
dividend or distribution payable solely in shares of Common Stock or such junior
stock, nor shall any shares of Common Stock or any such junior stock be
purchased or redeemed by the Corporation, nor shall any moneys be paid to or
made available for a sinking fund for the purchase or redemption of shares of
any Common Stock or any such junior stock; provided, however, that in the event
all cumulative dividends in arrears on all outstanding shares of Series C
Preferred Stock have been paid in full, the Corporation will be permitted to pay
dividends in respect of Common Stock or any such junior stock not exceeding in
the aggregate the cash amount of the dividend paid on the Series C Preferred
Stock in respect


                                       B-1


<PAGE>   24



of the most recent calendar quarter, not including any payments for cumulative
dividends in arrears. Notwithstanding the foregoing, the holders of the Series D
Senior Redeemable Preferred Stock shall be entitled to receive dividends
regardless of whether or not all cumulative dividends in arrears on all
outstanding shares of Series C Preferred Stock have been paid in full.

               3.      Redemption. The shares of the Series C Preferred Stock
shall be redeemable as follows:

                       3A. Redemption at the Option of Holder. Upon the first to
        occur of (i) the completion of an underwritten public offering of the
        Corporation's Common Stock resulting in gross proceeds (before deduction
        of underwriters' commissions and discounts and expenses of the offering)
        of not less than $15 million; (ii) the consolidation or merger of the
        Corporation with or into any other corporation or entity (other than a
        merger in which the Corporation is the surviving corporation and which
        will not result in more than 50% in voting power of the capital stock of
        the Corporation outstanding immediately after the effective date of such
        merger being owned of record or beneficially by persons other than the
        holders of such capital stock immediately prior to such merger in
        substantially the same proportions in which such capital stock was held
        immediately prior to such merger); (iii) a sale of all or substantially
        all of the properties and assets of the Corporation as an entirety to
        any other person; (iv) any transaction or series of related transactions
        as a result of which the persons who were the beneficial holders of a
        majority in voting power of the capital stock of the Corporation
        outstanding immediately before such transaction (or series of
        transactions) are not the beneficial holders, in substantially the same
        proportions, of a majority of the voting power of the capital stock of
        the Corporation following such transaction (or series of transactions);
        or (v) the earlier to occur of (1) the 180th day following the last to
        occur of: (A) the Put Closing Date as defined in that certain Securities
        Purchase Agreement among Stratford Capital Partners, L.P., Stratford
        Equity Partners, L.P., and the Corporation, dated on or about November
        1, 1999 (the "Stratford Securities Purchase Agreement"), (B) the final
        Put Option Closing at which all, or all remaining, Subject Securities
        are purchased by the Corporation (as such terms are defined in that
        certain Note and Equity Purchase Agreement among the Corporation, Clear
        Communications Group, Inc., certain of their subsidiaries, and American
        Capital Strategies, Ltd., dated on or about November 1, 1999 (the "ACS
        Note and Equity Purchase Agreement")), (C) the Redemption Date for the
        Series D Senior Redeemable Preferred Stock as defined in the Stratford
        Securities Purchase Agreement, and (D) payment in full of the Notes as
        defined in and pursuant to the ACS Note and Equity Purchase Agreement,
        or (2) May 1, 2007, then any holder of Shares of Series C Preferred
        Stock shall, subject to the conditions hereinafter in this paragraph 3
        provided, and subject to the terms of that certain Credit Agreement
        dated on or about November 1, 1999, by and among the Corporation, Clear
        Communications Group, Inc., their respective subsidiaries, Wachovia
        Bank, N.A. and the other lender's parties thereto, have the right to
        have all its shares of Series C Preferred Stock redeemed (in the manner
        and with the effect provided in subparagraphs 3D and 3E hereof) not
        later



                                      B-2
<PAGE>   25

        than the closing of the public offering referred to in clause (i), not
        later than the business day prior to the effective date of such
        events specified in clauses (ii) through (iv), or the date specified
        in clause (v), of this subparagraph 3A. The notice required by
        subparagraph 5J(3) in connection with any transaction that would give
        rise to a right of redemption pursuant to the preceding sentence shall
        state that such transaction creates a right of redemption. Any holder
        of shares of Series C Preferred Stock may exercise its right of
        election to have such stock redeemed by giving written notice of its
        election to the Corporation at the Corporation's principal office, or
        at such other office as the Corporation may specify in such notice, by
        such date as the Corporation may specify in such notice, which date
        shall not be earlier than 10 days following the date on which such
        notice was dispatched.

                       3B. Redemption at Option of the Corporation. At any time
        prior to July 31, 1999, the Corporation may elect to redeem all, but not
        less than all, outstanding shares of Series C Preferred Stock (in the
        manner and with the effect specified in subparagraphs 3D and 3E hereof)
        by giving written notice by mail, postage prepaid, to the holders of
        record of the Series C Preferred Stock specifying the Redemption Date
        (which shall be not less than 10 days from the date such notice is
        given), the Redemption Price (as specified in subparagraph 3C) and that
        the right to convert the Series C Preferred Stock into Common Stock
        shall terminate at the close of business on the day preceding the
        Redemption Date.

                       3C. Redemption Procedure. Any date on which the
        Corporation is required to redeem any shares of Series C Preferred Stock
        by reason of an election pursuant to subparagraph 3A or 3B is herein
        referred to as a "Redemption Date". The shares of Series C Preferred
        Stock to be redeemed on a Redemption Date shall be redeemed by paying
        for each share in cash an amount equal to the sum of $100 (in the case
        of redemption at the option of the holder pursuant to subparagraph 3A)
        or $110 (in the case of redemption at the option of the Corporation
        pursuant to subparagraph 3B) plus, in each case, dividends accrued and
        unpaid thereon to the Redemption Date plus any interest accrued and
        unpaid thereon as provided in paragraph 2, (any such amount payable on a
        Redemption Date being herein sometimes referred to as the "Redemption
        Price"). If on or before such Redemption Date the funds necessary for
        redemption shall have been set aside so as to be and continue to be
        available therefor, then, notwithstanding that any certificate for
        shares of the Series C Preferred Stock to be redeemed shall not have
        been surrendered for cancellation, after the close of business on such
        Redemption Date, the shares to be redeemed shall no longer be deemed
        outstanding and all rights with respect to such shares shall, forthwith
        after the close of business on the Redemption Date, cease, except only
        the right of the holders thereof to receive, upon presentation of the
        certificate representing shares to be redeemed, the Redemption Price
        without interest thereon subsequent to the Redemption Date.



                                      B-3
<PAGE>   26

                       3D. Redeemed or Otherwise Acquired Shares to Be Retired.
        Any shares of the Series C Preferred Stock redeemed pursuant to this
        paragraph 3 or otherwise acquired by the Corporation in any manner
        whatsoever shall be permanently retired and shall not under any
        circumstances be reissued. The Corporation may from time to time take
        such appropriate corporate action as may be necessary to reduce the
        number of authorized shares of the Series C Preferred Stock
        accordingly.

                       3E. Shares to be Redeemed. In case of the redemption, for
        any reason, of only a part of the outstanding shares of the Series C
        Preferred Stock on a Redemption Date, the shares of the Series C
        Preferred Stock to be redeemed shall be selected pro rata, and there
        shall be so redeemed from each holder electing redemption in whole
        shares, as nearly as practicable to the nearest share, that proportion
        of all the shares of Series C Preferred Stock to be redeemed which the
        number of shares held of record by such holder bears to the total number
        of shares of Series C Preferred Stock. Any shares of the Series C
        Preferred Stock not redeemed on a Redemption Date shall be redeemed as
        soon thereafter as possible and in the manner in which shares are
        otherwise redeemed on such Redemption Date.

               4. Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the holders of the shares
of Series C Preferred Stock shall be entitled, subject to the senior rights of
the holders of the Series D Senior Redeemable Preferred Stock, and before any
distribution or payment is made upon any Common Stock or any other stock ranking
junior to the Series C Preferred Stock as to rights on liquidation but pari
passu with the holders of Class A Convertible Preferred Stock, to be paid an
amount equal to $100 per share, plus any accrued but unpaid dividends thereon to
the date of such payment, plus any interest accrued and unpaid thereon as
provided in paragraph 2, and the holders of Series C Preferred Stock shall not
be entitled to any further payment (such amounts being herein sometimes referred
to as the "Liquidation Payment"). If upon such liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series C Preferred Stock, the Class A
Convertible Preferred Stock and any other stock ranking pari passu with the
Series C Preferred Stock and the Class A Convertible Preferred Stock as to
rights in liquidation shall be insufficient to permit payment to such holders of
the full amount to which they are entitled, then the entire assets of the
Corporation to be so distributed shall be distributed ratably per share among
the holders of Series C Preferred Stock, the Class A Convertible Preferred Stock
and any other stock ranking pari passu with the Series C Preferred Stock and the
Class A Convertible Preferred Stock as to rights in liquidation in proportion to
the amounts to which they respectively are entitled. Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of Series C
Preferred Stock, the Class A Convertible Preferred Stock and any other stock
ranking pari passu with the Series C Preferred Stock and the Class A Convertible
Preferred Stock as to rights in liquidation shall have been paid in full the
amounts to which they shall be entitled, the remaining net assets of the
Corporation shall be distributed ratably to the holders of Common Stock and any
other stock ranking junior to the Series C Preferred Stock in liquidation.
Written notice of such


                                      B-4
<PAGE>   27

liquidation, dissolution or winding up, stating a payment date, the amount of
the Liquidation Payment and the place where said sums shall be payable shall be
given by mail, postage prepaid, not less than 30 or more than 60 days prior to
the payment date stated therein, to the holders of record of the Series C
Preferred Stock, such notice to be addressed to each shareholder at such
holder's post office address as shown by the records of the Corporation. Neither
the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of any of the provisions of
this paragraph 4.

               5.      Conversion.

                       5A. Right to Convert Series C Preferred Stock. (a)
        Subject to the terms and conditions of this paragraph 5, the holder of
        any share or shares of Series C Preferred Stock shall have the right, at
        its option at any time after July 31, 1999, to convert all or any
        portion of such shares of Series C Preferred Stock (except that upon any
        liquidation, dissolution or winding up of the Corporation the right of
        conversion shall terminate at the close of business on the last full
        business day next preceding the date fixed for payment of the
        Liquidation Payment), into such number of fully paid and nonassessable
        whole shares of Common Stock as is obtained by multiplying the number of
        shares of Series C Preferred Stock so to be converted by $100 and
        dividing the result by the conversion price of $2.7411 per share, or by
        the conversion price as last adjusted and in effect at the date any
        share or shares of Series C Preferred Stock are surrendered for
        conversion (such price, or such price as last adjusted, being referred
        to herein as the "Conversion Price").

                           (b) The rights of conversion contained in this
        paragraph 5 shall be exercised by the holder of shares of Series C
        Preferred Stock by giving written notice that such holder elects to
        convert a stated number of shares of Series C Preferred Stock into
        Common Stock and by surrender of a certificate or certificates for the
        shares so to be converted to the Corporation at its principal office
        (or such other office or agency of the Corporation as the Corporation
        may designate by notice in writing to the holder or holders of the
        Series C Preferred Stock) at any time during its usual business hours
        on the date set forth in such notice, together with a statement of the
        name or names (with address) in which the certificate or certificates
        for shares of Common Stock shall be issued.

                       5B. Issuance of Certificates; Time Conversion Effected.
        Promptly after the receipt of the written notice referred to in
        subparagraph 5A and surrender of the certificate or certificates for the
        share or shares of Series C Preferred Stock to be converted, the
        Corporation shall issue and deliver, or cause to be issued and
        delivered, to the holder, registered in such name or names as such
        holder may direct, a certificate or certificates for the number of whole
        shares of Common Stock issuable upon the conversion of such share or
        shares of Series C Preferred Stock. To the extent permitted by law, such
        conversion shall be deemed to have been effected, and the Conversion
        Price



                                      B-5
<PAGE>   28

        shall be determined, as of the close of business on the date on which
        such written notice shall have been received by the Corporation and
        the certificate or certificates for such share or shares shall have
        been surrendered as aforesaid, and at such time the rights of the
        holder of such share or shares of Series C Preferred Stock shall
        cease, and the person or persons in whose name or names any
        certificate or certificates for shares of Common Stock shall be
        issuable upon such conversion shall be deemed to have become the
        holder or holders of record of the shares represented thereby.

                       5C. Fractional Shares; Dividends; Partial Conversion. No
        fractional shares may be issued upon conversion of the Series C
        Preferred Stock into Common Stock. At the time of each conversion, the
        Corporation shall pay in cash or in shares of Series C Preferred Stock
        valued at $100 per share an amount equal to all dividends, if any,
        accrued and unpaid to the date of such conversion, together with any
        accrued interest on such dividends, on the shares surrendered for
        conversion. In case the number of shares of Series C Preferred Stock
        represented by the certificate or certificates surrendered pursuant to
        subparagraph 5A exceeds the number of shares converted, the Corporation
        shall, upon such conversion, execute and deliver to the holder thereof,
        at the expense of the Corporation, a new certificate or certificates for
        the number of shares of Series C Preferred Stock represented by the
        certificate or certificates surrendered which are not to be converted.
        If any fractional interest in a share of Common Stock would, except for
        the provisions of the first sentence of this subparagraph 5C, be
        deliverable upon any such conversion, the Corporation, in lieu of
        delivering the fractional share thereof, shall pay to the holder
        surrendering the Series C Preferred Stock for conversion an amount in
        cash equal to the current market price of such fractional interest as
        determined in good faith by the Board of Directors of the Corporation.

                       5D. Adjustment of Price Upon Issuance of Common Stock.
        Except as provided in subparagraph 5F hereof, if and whenever the
        Corporation shall issue or sell, or is in accordance with subparagraphs
        5D(1) through 5D(7) deemed to have issued or sold, any shares of its
        Common Stock for a consideration per share less than the Conversion
        Price in effect immediately prior to the time of such issue or sale,
        then, forthwith upon such issue or sale, the Conversion Price shall be
        determined by dividing (i) an amount equal to the sum of (a) the number
        of shares of Common Stock outstanding immediately prior to such issue or
        sale (including as outstanding all shares of Common Stock issuable upon
        conversion of outstanding Series C Preferred Stock) multiplied by the
        then existing Conversion Price, and (b) the consideration, if any,
        received by the Corporation upon such issue or sale, by (ii) the total
        number of shares of Common Stock outstanding immediately after such
        issue or sale (including as outstanding all shares of Common Stock
        issuable upon conversion of outstanding Series C Preferred Stock).

                       For purposes of this subparagraph 5D, the following
        subparagraphs 5D(1) to 5D(7) shall also be applicable:



                                      B-6
<PAGE>   29

                       5D(1). Issuance of Rights or Options. In case at any time
        the Corporation shall in any manner grant (whether directly or by
        assumption in a merger or otherwise) any rights to subscribe for or to
        purchase, or any options for the purchase of, Common Stock or any
        stock or securities convertible into or exchangeable for Common Stock
        (such rights or options being herein called "Options" and such
        convertible or exchangeable stock or securities being herein called
        "Convertible Securities") whether or not such Options or the right to
        convert or exchange any such Convertible Securities are immediately
        exercisable, and the price per share for which Common Stock is
        issuable upon the exercise of such Options or upon conversion or
        exchange of such Convertible Securities (determined by dividing (i)
        the total amount, if any, received or receivable by the Corporation as
        consideration for the granting of such Options, plus the minimum
        aggregate amount of additional consideration payable to the
        Corporation upon the exercise of all such Options, plus, in the case
        of such Options which relate to Convertible Securities, the minimum
        aggregate amount of additional consideration, if any, payable upon the
        issue or sale of such Convertible Securities and upon the conversion
        or exchange thereof, by (ii) the total maximum number of shares of
        Common Stock issuable upon the exercise of such Options or upon the
        conversion or exchange of all such Convertible Securities issuable
        upon the exercise of such Options) shall be less than the Conversion
        Price in effect immediately prior to the time of the granting of such
        Options, then the total maximum number of shares of Common Stock
        issuable upon the exercise of such Options or upon conversion or
        exchange of the total maximum amount of such Convertible Securities
        issuable upon the exercise of such Options shall be deemed to have
        been issued for such price per share as of the date of granting of
        such Options and thereafter shall be deemed to be outstanding. Except
        as otherwise provided in subparagraph 5D(3), no adjustment of the
        Conversion Price shall be made upon the actual issue of such Common
        Stock or of such Convertible Securities upon exercise of such Options
        or upon the actual issue of such Common Stock upon conversion or
        exchange of such Convertible Securities.

                     5D(2). Issuance of Convertible Securities. In case the
        Corporation shall in any manner issue (whether directly or by assumption
        in a merger or otherwise) or sell any Convertible Securities, whether or
        not the rights to exchange or convert thereunder are immediately
        exercisable, and the price per share for which Common Stock is issuable
        upon such conversion or exchange (determined by dividing (i) the total
        amount received or receivable by the Corporation as consideration for
        the issue or sale of such Convertible Securities, plus the minimum
        aggregate amount of additional consideration, if any, payable to the
        Corporation upon the conversion or exchange thereof, by (ii) the total
        maximum number of shares of Common Stock issuable upon the conversion or
        exchange of all such Convertible Securities) shall be less than the
        Conversion Price in effect immediately prior to the time of such issue
        or sale, then the total maximum number of shares of Common Stock
        issuable upon conversion or exchange of all such Convertible Securities
        shall be deemed to have been issued for such price per share as of the
        date of the issue or sale of such Convertible Securities and thereafter
        shall be deemed to be



                                      B-7
<PAGE>   30

        outstanding, provided that (a) except as otherwise provided in
        subparagraph 5D(3) below, no adjustment of the Conversion Price shall
        be made upon the actual issue of such Common Stock upon conversion or
        exchange of such Convertible Securities, and (b) if any such issue or
        sale of such Convertible Securities is made upon exercise of any
        Option to purchase any such Convertible Securities for which
        adjustments of the Conversion Price have been or are to be made
        pursuant to other provisions of this subparagraph 5D, no further
        adjustment of the Conversion Price shall be made by reason of such
        issue or sale.

                       5D(3). Change in Option Price or Conversion Rate. If (i)
        the purchase price provided for in any Option referred to in
        subparagraph 5D(1), (ii) the additional consideration, if any, payable
        upon the conversion or exchange of any Convertible Securities referred
        to in subparagraph 5D(1) or 5D(2) or (iii) the rate at which any
        Convertible Securities referred to in subparagraph 5D(1) or 5D(2) are
        convertible into or exchangeable for Common Stock shall change at any
        time (in each case other than under or by reason of provisions designed
        to protect against dilution), then the Conversion Price in effect at the
        time of such event shall, as required, forthwith be readjusted to such
        Conversion Price which would have been in effect at such time had such
        Options or Convertible Securities still outstanding provided for such
        changed purchase price, additional consideration or conversion rate, as
        the case may be, at the time initially granted, issued or sold; and on
        the expiration of any such Option or the termination of any such right
        to convert or exchange such Convertible Securities, the Conversion Price
        then in effect hereunder shall, as required, forthwith be readjusted to
        the Conversion Price which would have been in effect at the time of such
        expiration or termination had such Option or Convertible Securities, to
        the extent outstanding immediately prior to such expiration or
        termination, never been issued, and the Common Stock issuable thereunder
        shall no longer be deemed to be outstanding. If the purchase price
        provided for in any such Option referred to in subparagraph 5D(1) or the
        rate at which any Convertible Securities referred to in subparagraph
        5D(1) or 5D(2) are convertible into or exchangeable for Common Stock
        shall be reduced at any time under or by reason of provisions with
        respect thereto designed to protect against dilution, then, in case of
        the delivery of Common Stock upon the exercise of any such Option or
        upon conversion or exchange of any such Convertible Securities, the
        Conversion Price then in effect hereunder shall, as required, forthwith
        be adjusted to such respective amount as would have been obtained had
        such Option or Convertible Securities never been issued and had
        adjustments been made upon the issuance of the shares of Common Stock
        delivered as aforesaid, but only if as a result of such adjustment the
        Conversion Price then in effect hereunder is thereby reduced.

                       5D(4). Stock Dividends. In case the Corporation shall
        declare a dividend or make any other distribution upon any stock of the
        Corporation payable in Common Stock, Options or Convertible Securities,
        any Common Stock, Options or Convertible Securities, as the case may be,
        issuable in payment of such dividend or distribution shall



                                      B-8
<PAGE>   31

        be deemed to have been issued or sold without consideration, and the
        Conversion Price shall be reduced as if the Corporation had subdivided
        its outstanding shares of Common Stock into a greater number of
        shares, as provided in subparagraph 5E hereof.

                       5D(5). Consideration for Stock. In case any shares of
        Common Stock, Options or Convertible Securities shall be issued or sold
        for cash, the consideration received therefor shall be deemed to be the
        amount received by the Corporation therefor, without deduction therefrom
        of any expenses incurred or any underwriting commissions or concessions
        paid or allowed by the Corporation in connection therewith. In case any
        shares of Common Stock, Options or Convertible Securities shall be
        issued or sold for a consideration other than cash, the amount of the
        consideration other than cash received by the Corporation shall be
        deemed to be the fair value of such consideration as determined in good
        faith by the Board of Directors of the Corporation, without deduction
        therefrom of any expenses incurred or any underwriting commissions or
        concessions paid or allowed by the Corporation in connection therewith.
        In case any Options shall be issued in connection with the issue and
        sale of other securities of the Corporation, together comprising one
        integral transaction in which no specific consideration is allocated to
        such Options by the Corporation, such Options shall be deemed to have
        been issued without consideration, and the Conversion Price shall be
        reduced as if the Corporation had subdivided its outstanding shares of
        Common Stock into a greater number of shares, as provided in
        subparagraph 5E hereof.

                       5D(6). Record Date. In case the Corporation shall take a
        record of the holders of its Common Stock for the purpose of entitling
        them (i) to receive a dividend or other distribution payable in Common
        Stock, Options or Convertible Securities, or (ii) to subscribe for or
        purchase Common Stock, Options or Convertible Securities, then such
        record date shall be deemed to be the date of the issue or sale of the
        shares of Common Stock deemed to have been issued or sold upon the
        declaration of such dividend or the making of such other distribution or
        the date of the granting of such right of subscription or purchase, as
        the case may be, provided that such shares of Common Stock shall in fact
        have been issued or sold.

                       5D(7). Treasury Shares. The number of shares of Common
        Stock outstanding at any given time shall not include shares owned or
        held by or for the account of the Corporation, and the disposition of
        any such shares shall be considered an issue or sale of Common Stock for
        the purposes of this subparagraph 5D.

                       5E. Subdivision or Combination of Stock. In case the
        Corporation shall at any time subdivide its outstanding shares of Common
        Stock into a greater number of shares, the Conversion Price in effect
        immediately prior to such subdivision shall be proportionately reduced,
        and conversely, in case the outstanding shares of Common Stock of the
        Corporation shall be combined into a smaller number of shares, the


                                      B-9
<PAGE>   32

        Conversion Price in effect immediately prior to such combination shall
        be proportionately increased.

                       5F. Certain Issues of Common Stock Excepted. The
        Corporation shall not be required to make any adjustment of the
        Conversion Price pursuant to subparagraph 5D upon the occurrence of
        any of the following events: (i) the issuance of Common Stock upon
        conversion of outstanding shares of Series C Preferred Stock, or
        outstanding shares of the Corporation's Class A Convertible Preferred
        Stock, (ii) the grant of options and the issuance of shares of Common
        Stock upon the exercise of options granted by the Corporation to
        employees, officers and directors of the Corporation pursuant to the
        Corporation's currently existing Stock Option Plan or pursuant to a
        stock option plan approved by the Compensation Committee of the Board
        of Directors of the Corporation, provided that the total number of
        shares issued upon exercise of such options, whether before or after
        the adoption of this Series C Designation, does not exceed 325,000;
        and (iii) the issuance of the warrants to purchase shares of the
        Common Stock (the "Warrants") and the issuance of shares of Common
        Stock upon the exercise of the Warrants pursuant to the terms of (A)
        the Stratford Securities Purchase Agreement and (B) the ACS Note and
        Equity Purchase Agreement.

                       5G. Reorganization, Reclassification, Consolidation,
        Merger or Sale. If any capital reorganization or reclassification of
        the capital stock of the Corporation or any consolidation or merger of
        the Corporation with another corporation, or the sale of all or
        substantially all of its assets to another corporation shall be
        effected in such a way (including, without limitation, by way of
        consolidation or merger) that holders of Common Stock shall be
        entitled to receive stock, securities or assets with respect to or in
        exchange for Common Stock, then, as a condition of such
        reorganization, reclassification, consolidation, merger or sale,
        lawful and adequate provisions (in form reasonably satisfactory to the
        holders of at least a majority of the outstanding shares of Series C
        Preferred Stock) shall be made whereby each holder of a share or
        shares of Series C Preferred Stock shall thereafter have the right to
        receive, upon the basis and upon the terms and conditions specified
        herein and in lieu of the shares of Common Stock of the Corporation
        immediately theretofore receivable upon the conversion of such shares
        or shares of the Series C Preferred Stock, such shares of stock,
        securities or assets as may be issued or payable with respect to or in
        exchange for a number of outstanding shares of such Common Stock equal
        to the number of shares of such stock immediately theretofore so
        receivable had such reorganization, reclassification, consolidation,
        merger or sale not taken place, and in any such case appropriate
        provision shall be made with respect to the rights and interests of
        such holder to the end that the provisions hereof (including, without
        limitation, provisions for adjustment of the Conversion Price) shall
        thereafter be applicable, as nearly practicable, in relation to any
        shares of stock, securities or assets thereafter deliverable upon the
        exercise of such conversion rights. In the event of a merger or
        consolidation of the Corporation as a result of which a greater or
        lesser number of shares of common stock of the surviving corporation
        is issuable to holders of


                                      B-10
<PAGE>   33

        Common Stock of the Corporation outstanding immediately prior to such
        merger or consolidation, the Conversion Price in effect immediately
        prior to such merger or consolidation shall be adjusted in the same
        manner as though there were a subdivision or combination of the
        outstanding shares of Common Stock of the Corporation. The Corporation
        will not effect any such consolidation or merger, or any sale of all
        or substantially all of its assets and properties, unless prior to the
        consummation thereof the successor corporation (if other than the
        Corporation) resulting from such consolidation or merger or the
        corporation purchasing such assets shall assume by written instrument
        (in form reasonably satisfactory to the holders of at least a majority
        of the shares of Series C Preferred Stock at the time outstanding),
        executed and mailed or delivered to each holder of shares of Series C
        Preferred Stock at the last address of such holder appearing on the
        books of the Corporation, the obligation to deliver to such holder
        such shares of stock, securities or assets as, in accordance with the
        foregoing provisions, such holder may be entitled to receive.

                       5H. Automatic Conversion. In the event that, at any time
        while any of the Series C Preferred Stock shall be outstanding, the
        Corporation shall complete an underwritten public offering involving the
        sale by the Corporation of shares of Common Stock (i) at a per share
        price to the public of not less than 2.5 times the Conversion Price in
        effect at the time and (ii) in which the gross proceeds to the
        Corporation and/or selling stockholders, as the case may be, before
        deduction of underwriters' discounts and commissions and expenses of the
        offering, are at least $15,000,000, then all outstanding shares of
        Series C Preferred Stock shall, automatically and without further action
        on the part of the holders of the Series C Preferred Stock, be converted
        into shares of Common Stock in accordance with the terms of paragraph 5A
        with the same effect as if the certificates evidencing such shares had
        been surrendered for conversion, such conversion to be effective
        simultaneously with the closing of such public offering; provided,
        however, that certificates evidencing the shares of Common Stock
        issuable upon such conversion shall not be issued except on surrender of
        the certificates for the shares of the Series C Preferred Stock so
        converted.

                       5I. Notice of 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 each holder of shares of Preferred Stock at the address of such
        holder as shown on the books of the Corporation, which notice shall
        state the Conversion Price resulting from such adjustment, setting forth
        in reasonable detail the method of calculation and the facts upon which
        such calculation is based.

                       5J. Other Notices.  In case at any time:

                       (1) the Corporation shall declare any dividend upon its
               Common Stock payable in cash or stock or make any other
               distribution to the holders of its Common Stock;



                                      B-11
<PAGE>   34

                       (2) the Corporation shall offer for subscription pro rata
               to the holders of its Common Stock any additional shares of stock
               of any class or other rights;

                       (3) there shall be any capital reorganization or
               reclassification of the capital stock of the Corporation, or a
               consolidation or merger of the Corporation with, or a sale of all
               or substantially all its assets to, another corporation, or any
               acquisition of beneficial ownership by any person or group of
               voting stock of the Corporation representing more than 50% of the
               voting power of all outstanding shares of such voting stock,
               whether by way of merger or consolidation or otherwise;

                       (4) there shall be a voluntary or involuntary
               dissolution, liquidation or winding up of the Corporation; or

                       (5) the Corporation shall take any action or there shall
               be any event which would result in a redemption of the Series C
               Preferred Stock pursuant to subparagraph 3A,

        then, in any one or more of said cases, the Corporation shall give, by
        first class mail, postage prepaid, addressed to each holder of any
        shares of Series C Preferred Stock at the address of such holder as
        shown on the books of the Corporation, (a) at least 20 days' prior
        written notice of the date on which the books of the Corporation shall
        close or a record shall be taken for such dividend, distribution or
        subscription rights or for determining rights to vote in respect of any
        such reorganization, reclassification, consolidation, merger, sale,
        dissolution, liquidation or winding up, (b) in the case of any such
        reorganization, reclassification, consolidation, merger, sale,
        dissolution, liquidation or winding up, at least 20 days' prior written
        notice of the date when the same shall take place, and (c) in the case
        of any event which would result in an automatic conversion of the Series
        C Preferred Stock pursuant to subparagraph 5H, at least 20 days' prior
        written notice of the date on which the same is expected to be
        completed. Such notice in accordance with the foregoing clause (a) shall
        also specify, in the case of any such dividend, distribution or
        subscription rights, the date on which the holders of Common Stock shall
        be entitled thereto, and such notice in accordance with the foregoing
        clause (b) shall also specify the date on which the holders of Common
        Stock shall be entitled to exchange their Common Stock for securities or
        other property deliverable upon such reorganization, reclassification,
        consolidation, merger, sale, dissolution, liquidation or winding up, as
        the case may be.

                       5K. Stock to be Reserved. The Corporation will at all
        times reserve and keep available out of its authorized Common Stock or
        its treasury shares, solely for the purpose of issue upon the conversion
        of the Series C Preferred Stock as herein provided, such number of
        shares of Common Stock as shall then be issuable upon the conversion of
        all outstanding shares of Series C Preferred Stock. The Corporation
        covenants that all



                                      B-12
<PAGE>   35

        shares of Common Stock which shall be so issued shall be duly and
        validly issued and fully paid and nonassessable and free from all
        taxes, liens and charges with respect to the issue thereof and,
        without limiting the generality of the foregoing, the Corporation
        covenants that it will from time to time take all such action as may
        be requisite to assure that the par value per share of the Common
        Stock is at all times equal to or less than the effective Conversion
        Price. The Corporation will take all such action as may be necessary
        to assure that all such shares of Common Stock may be so issued
        without violation of any applicable law or regulation, or of any
        requirements of any national securities exchange upon which the Common
        Stock of the Corporation may be listed. The Corporation will not take
        any action which results in any adjustment of the Conversion Price if
        the total number of shares of Common Stock issued and issuable after
        such action upon conversion of the Series C Preferred Stock would
        exceed the total number of shares of Common Stock then authorized by
        the Corporation's Articles of Incorporation.

                     5L. No Reissuance of Series C Preferred Stock. Shares of
        Series C Preferred Stock which are converted into shares of Common Stock
        as provided herein shall not be reissued.

                       5M. Issue Tax. The issuance of certificates for shares of
        Common Stock upon conversion of the Series C Preferred Stock shall be
        made without charge to the holders thereof for any issuance tax in
        respect thereof, provided that the Corporation shall not be required to
        pay any tax which may be payable in respect of any transfer involved in
        the issuance and delivery of any certificate in a name other than that
        of the holder of the Series C Preferred Stock which is being converted.

                       5N. Closing of Books. The Corporation will at no time
        close its transfer books against the transfer of any Series C Preferred
        Stock or of any shares of Common Stock issued or issuable upon the
        conversion of any shares of Series C Preferred Stock in any manner which
        interferes with the timely conversion of such Series C Preferred Stock.

                       5O. Definition of Common Stock. As used in this paragraph
        5, the term "Common Stock" shall mean and include the Corporation's
        authorized Common Stock, $.0001 par value as constituted on the date of
        filing these Second Amended and Restated Articles of Incorporation and
        shall also include any capital shares of any class of the Corporation
        thereafter authorized which shall not be limited to a fixed sum or
        percentage of par value 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 the
        Corporation; provided however, that the Common Stock receivable upon
        conversion of shares of the Class A Preferred Stock of the Corporation,
        or in case of any reorganization or reclassification of the outstanding
        shares of the Corporation, the stock, securities or assets provided for
        in paragraph 5G, shall include only shares



                                      B-13
<PAGE>   36

        designated as Common Stock of the Corporation on the date of filing
        these Second Amended and Restated Articles of Incorporation.

               6. Voting. Except as otherwise required by law or these by the
Articles of Incorporation of the Corporation or this Series C Designation, the
holders of the Series C Preferred Stock and the holders of Common Stock shall be
entitled to notice of any stockholders meeting in accordance with the By-laws of
the Corporation and to vote together as a single class upon any matter submitted
to the stockholders for a vote as follows: (i) the holders of Series C Preferred
Stock shall have one vote for each full share of Common Stock into which their
respective shares of Series C Preferred Stock are convertible on the record date
for the vote and (ii) the holders of Common Stock shall have one vote per share
of Common Stock.

               7. Restrictions. At any time when shares of Series C Preferred
Stock are outstanding, except where the vote or written consent of the holders
of a greater number of shares of the Corporation is required by law or by this
Series C Designation, and in addition to any other vote required by law, without
the prior consent (which consent shall not be unreasonably withheld in the case
of clause (d) below) of the holders of a majority of the shares of outstanding
Series C Preferred Stock, given in person or by proxy, either in writing within
20 days after notice from the Company or at a special meeting called for that
purpose, at which meeting the holders of the shares of such Series C Preferred
Stock shall vote together as a class:

                       (a) The Corporation will not (i) create or authorize the
        creation of any additional class or series of shares unless the same
        ranks junior to the Series C Preferred Stock as to the distribution of
        assets upon the liquidation, dissolution or winding up of the
        Corporation, (ii) increase the authorized amount of the Series C
        Preferred Stock or the authorized amount of any additional class or
        series of shares unless the same ranks junior to the Series C Preferred
        Stock as to the distribution of assets upon the liquidation, dissolution
        or winding up of the Corporation, or (iii) create or authorize any
        obligation or security convertible into shares of Series C Preferred
        Stock or into shares of any other class or series unless the same ranks
        junior to the Series C Preferred Stock as to the distribution of assets
        upon the liquidation, dissolution or winding up of the Corporation,
        whether any such creation or authorization or increase shall be by means
        of amendment of the Articles of Incorporation, designation of a series
        of the Serial Preferred Stock of the Corporation, merger, consolidation
        or otherwise.

                       (b) The Corporation will not amend, alter or repeal its
        Articles of Incorporation or By-laws in any manner, or file any
        directors' resolutions pursuant to OCGA 14-2-602 containing any
        provision, in either case, which adversely affects the respective
        preferences, qualifications, special or relative rights or privileges of
        the Series C Preferred Stock or which in any manner adversely affects
        the Series C Preferred Stock or the holders thereof.



                                      B-14
<PAGE>   37

                       (c) The Corporation will not (i) consolidate or merge
        with or into any other corporation or other entity, (ii) sell or
        otherwise dispose of all or substantially all of its properties and
        assets as an entirety to any other person, or (iii) liquidate, dissolve
        or wind up its business.

                       (d) The Corporation will not, directly or indirectly,
        acquire any other business entity, or the assets of any other business
        entity as a going concern.

                       (e) The Corporation will not, directly or indirectly,
        enter into any material transaction with any affiliate (as defined in
        Rule 405 under the Securities Act of 1933, as amended) of the
        Corporation unless such affiliate is a wholly-owned subsidiary of the
        Corporation.

                       (f) The Corporation will not, directly or indirectly,
        engage in any business other than the business in which it was engaged
        immediately after the initial issuance of the Series C Preferred Stock.

                       (g) The Corporation will not enter into any agreement
        after the date of filing of these Second Amended and Restated Articles
        of Incorporation which would restrict its right to pay dividends on the
        Series C Preferred Stock in shares of Series C Preferred Stock.

                       (h) The Corporation will not repurchase, redeem or retire
        any shares of capital stock of the Corporation other than shares of
        Series C Preferred Stock, provided that no such vote shall be required
        for the redemption of the Corporation's Class A Convertible Preferred
        Stock in accordance with the terms of the Corporation's Articles of
        Incorporation, and provided, further, that no such vote shall be
        required for the redemption of (i) the Series D Senior Redeemable
        Preferred Stock, (ii) the Corporation's Class A Convertible Preferred
        Stock, (iii) the Warrants or (iv) the shares of Common Stock issuable
        upon exercise of the Warrants.



                                      B-15


<PAGE>   38



                                   APPENDIX C

                            DESIGNATION IN RESPECT OF
                   SERIES D SENIOR REDEEMABLE PREFERRED STOCK

         1.      Establishment and Designation of Series. There is hereby
established a series of Preferred Stock designated "Series D Senior Redeemable
Preferred Stock" ("Series D Preferred Stock"), to consist of an aggregate of
100,000 shares, no par value, and to have the preferences, limitations and
relative rights, including voting rights, as set forth herein.

         2.      Dividends. The holders of Series D Preferred Stock shall be
entitled to receive out of funds legally available for the declaration of
dividends, cumulative dividends in cash, when, as and if declared by the Board
of Directors, at the annual rate of $8.00 per share, payable quarterly on the
last day of each January, April, July and October of each year, beginning
January 31, 2000, except if such date is a Saturday, Sunday or legal holiday
then such dividend shall be payable on the first immediately preceding day which
is not a Saturday, Sunday or legal holiday (the date such dividends are payable
hereunder is referred to as a "Dividend Payment Date"). Such dividends shall
commence to accrue on the shares of Series D Preferred Stock and be cumulative
from and after the date of issuance of such shares of Series D Preferred Stock
and shall be deemed to accumulate and shall be payable for any period less than
a full quarter on the basis of a year of 360 days with equal 30 day months. So
long as any of the Series D Preferred Stock remains outstanding, no cash
dividends shall be paid upon, or declared or set apart for, the Common Stock,
$.01 par value per share of the Corporation ("Common Stock") or any other
capital stock of the Corporation (including all other classes of preferred
stock), unless and until all cumulative dividends on the then outstanding shares
of Series D Preferred Stock for all past dividend periods at all times shall
have been paid in full in cash and not by PIK Dividends (as defined below).
Subject to the limitation set forth in the following sentence, at the option of
the Company, the dividends pursuant to this Section 2 shall be payable by the
issuance and delivery on the applicable Dividend Payment Date of additional
Series D Preferred Stock in an aggregate number of shares equal to (a) the
aggregate number of outstanding shares of Series D Preferred Stock on the
Dividend Payment Date times $11.00, (b) divided by $100, rounded up to the
nearest whole share of Series D Preferred Stock (the "PIK Dividends"). The right
of the Company to make PIK Dividends shall only be available with respect to
dividends payable on or prior to October 31, 2001 and for all dividends payable
after October 31, 2001, the Company shall pay all such dividends in cash on the
due date thereof.

         3.      Preference on Liquidation, Dissolution or Winding Up.

                 A. Definition. A consolidation or merger of the Corporation or
         a sale or transfer of substantially all of its assets as an entirety,
         may at the option of the holders of a majority of the issued and
         outstanding Series D Preferred Stock, be regarded as "liquidation,
         dissolution or winding up of the affairs of the Corporation" within the
         meaning of this Section 3.

                 B. Ranking. With respect to the payment of dividends,
         redemption rights and the distribution of assets upon the voluntary or
         involuntary liquidation, dissolution or winding up of the affairs of
         the Corporation, the Series D Preferred Stock shall rank senior to all
         other capital stock of the Corporation.



                                       C-1

<PAGE>   39



                 C. Liquidation. During any proceedings for the voluntary or
         involuntary liquidation, dissolution or winding up of the affairs of
         the Corporation, the holders of the Series D Preferred Stock shall be
         entitled to receive $100 in cash for each share of Series D Preferred
         Stock (together with all accrued and unpaid dividends on each such
         share of Series D Preferred Stock) (the "Liquidation Value"), before
         any distribution of the assets of the Corporation shall be made to the
         holders of any shares of the other capital stock of the Corporation, or
         funds necessary for such payment shall have been set aside in trust for
         the account of the holders of the outstanding Series D Preferred Stock
         so as to be and continue available therefor. If upon such liquidation,
         dissolution or winding up, the assets distributable to the holders of
         the Series D Preferred Stock shall be insufficient to permit the
         payment to them of the Liquidation Value per share, the assets of the
         Corporation shall be distributed to the holders of the Series D
         Preferred Stock ratably until they shall have received the full amount
         to which they would otherwise be entitled in accordance with the terms
         of Articles of Incorporation of the Corporation. If the assets of the
         Corporation are sufficient to permit the payment of such amounts to the
         holders of the Series D Preferred Stock, the remainder of the assets of
         the Corporation, if any, after the distributions as aforesaid shall be
         distributed and divided ratably among the holders of the other capital
         stock of the Corporation then outstanding according to their respective
         shares.

         4.      Voting Rights. In addition to any voting rights provided by
law, the holders of shares of Series D Preferred Stock shall have the following
voting rights:

                 A. Except as otherwise provided herein, the holder of the
         Preferred Stock shall have the exclusive right, voting separately as a
         single class, to elect one director of the Corporation.

                 B. In addition to any other vote or consent of shareholders
         required by law or by the Articles of Incorporation of the Corporation,
         the consent of the holders of the Preferred Stock, voting separately as
         a single class, shall be necessary in advance for:

                 (1) The issuance of any additional shares (or options, warrants
         or other rights to acquire such shares or securities convertible into
         such shares) of Series D Preferred Stock or other classes of preferred
         stock which rank senior or on parity with the Series D Preferred Stock
         as to dividends, redemption rights and/or liquidation preferences; and

                 (2) Any waiver or amendment of the Securities Purchase
         Agreement dated on or about November 1, 1999, by and among the
         Corporation, Stratford Capital Partners, L.P. and Stratford Equity
         Partners, L.P. (the "Securities Purchase Agreement") or any other
         Transaction Document (as defined in the Securities Purchase
         Agreement).

                 C. The foregoing rights of holders of shares of Series D
         Preferred Stock to take any actions as provided in this Section 4 may
         be exercised at any annual meeting of shareholders or at a special
         meeting of shareholders held for such purpose or at any adjournment
         thereof or by written consent of the holders of the number of shares of
         Series D Preferred Stock required to authorize such action at an annual
         or special meeting of shareholders.


                                       C-2

<PAGE>   40



         5.      Redemption. The Corporation may redeem, and shall be required
to redeem, shares of Series D Preferred Stock, as provided in this Section 5;
provided that the Corporation is legally permitted to then redeem shares of
Series D Preferred Stock in accordance with the applicable provisions of the
Georgia Business Corporation Code:

                 A.  Mandatory Redemption.  Any holder of Series D Preferred
         Stock may require, at such holder's sole discretion, the Corporation
         to redeem all of its shares of Series D Preferred Stock at a price
         equal to the Liquidation Value per share on the date fixed for
         redemption ("Redemption Price"), upon the occurrence of one or more of
         the following events or dates:

                 (1) an Event of Default (as defined in the Securities Purchase
         Agreement) other than a Sale (as defined in the Securities Purchase
         Agreement);

                 (2) a Qualified Public Offering (as defined in the Securities
         Purchase Agreement);

                 (3) November 1, 2006; or

                 (4) any Sale.

                 B. Optional Redemption. The Corporation may, at its sole
         discretion, redeem shares of Series D Preferred Stock at any time at
         the Redemption Price, provided, that, any partial redemption shall be
         an amount not less than $750,000 and in an amount which is an integral
         multiple of $50,000.

                 C. Notice of Redemption. At least 20 days prior to the
         redemption of any shares of Series D Preferred Stock, the Corporation
         shall transmit notice to each holder of record of the shares of Series
         D Preferred Stock to be redeemed at such holder's address set forth in
         the stock records of the Corporation sent by first class mail postage
         prepaid. Such notice shall state the date fixed for redemption (the
         "Redemption Date") and the redemption price and shall call upon the
         holder to surrender to the Corporation on the Redemption Date at the
         place designated in the notice such holder's certificate or
         certificates representing shares of Series D Preferred Stock to be
         redeemed. In case of redemption of only a portion of the outstanding
         Series D Preferred Stock, the redemption shall be made pro rata. On or
         after the Redemption Date, each holder of shares of Series D Preferred
         Stock called for redemption shall surrender the certificate or
         certificates evidencing such shares to the Corporation at the place
         designated in such notice in exchange for payment of the Redemption
         Price. If funds legally available for such purpose are not sufficient
         for the redemption, then the certificates representing shares of Series
         D Preferred Stock surrendered for redemption shall be deemed not to be
         surrendered and such shares shall remain outstanding. If such notice of
         redemption shall have been duly given, and if on the Redemption Date
         funds necessary for the redemption (including an amount equal to the
         accrued but unpaid dividends through the Redemption Date) shall have
         been deposited by the Corporation with a bank or trust company,
         designated in such notice, having capital, surplus and undivided
         profits aggregating at least $50,000,000 according to its then latest
         published statement of condition, in trust for the pro rata benefit of
         the holders of the shares so called for redemption, and the
         Corporation may otherwise redeem shares of Series D



                                      C-3
<PAGE>   41

         Preferred Stock pursuant to this Section 5, then, notwithstanding that
         any certificate evidencing shares of Series D Preferred Stock called
         for redemption shall not have been surrendered, the shares so called
         for redemption and represented by such certificate shall be deemed to
         be no longer outstanding and, except for the right of the holder
         thereof to receive the redemption price upon surrender of such
         certificate, all rights with respect to the shares so called for
         redemption shall forthwith cease and terminate as of the Redemption
         Date. Notwithstanding the foregoing, in the event of any redemption
         pursuant to Section 5.A (1) and (3) above, the Redemption Price may,
         at the election of the Company, be paid by delivery of a Put Note (as
         defined in the Securities Purchase Agreement) to the holders of the
         Series D Preferred Stock.

         6.      Retirement of Shares. Any shares of Series D Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation shall be deemed
retired and shall be canceled and may not under any circumstances thereafter be
reissued or otherwise disposed of by the Corporation.

         7.      Conversion. The shares of Series D Preferred Stock are not
convertible into Common Stock.



                                       C-4