Exhibit 3.2

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF

   SECURITY INTELLIGENCE TECHNOLOGIES, INC.
   ----------------------------------------
   (present name)

Pursuant to the provisions of section 607.1006, Florida Statutes,
this Florida profit corporation adopts the following articles of
amendment to its articles of incorporation:

FIRST: Amendment(s) adopted: (indicate article number(s) being
amended, added or deleted)

   Article V of the Articles of Incorporation of Security
Intelligence Technologies, Inc. (the "Corporation") is being amended
as follows: The language attached hereto as Exhibit A shall be
inserted following paragraph (B) of Article V. Capitalized terms used
in Exhibit A shall have the meaning ascribed to such terms in the
Articles of Corporation of the Corporation.

SECOND: The date of the amendment's adoption: April 17, 2002.

THIRD: Adoption of Amendment(s) (CHECK ONE)

___   The amendment(s) was/were approved by the shareholders. The number
      of votes cast for the amendment(s) was/were sufficient for approval.
___   The amendment(s) was/were approved by the shareholders through
      voting groups. The following statement must be separately provided for
      each voting group entitled to vote separately on the amendment(s):

        "The number of votes cast for the amendment(s) was/were sufficient
         for approval by ______________."
                                (voting group)

_x_   The amendment(s) was/were adopted by the board of directors
      without shareholder action and shareholder action was not required.

___   The amendment was adopted by the incorporators without shareholder
      action and shareholder action was not required.

                                       1
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   Signed this 17th day of April 2002.

Signature
____________________________________________________________________
(By the Chairman or Vice Chairman of the Board of Directors,
President or other officer if adopted by the shareholders)

   OR

   (By a director if adopted by the directors)

   OR

   (By an incorporator if adopted by the incorporators)

   ___________________________________________________

   (Typed or printed name)

   ___________________________________________________

   (Title)

                                       2
<PAGE>

   Exhibit A

   C. Rights, Preferences and Restrictions of Series A Preferred
Stock. A series of the Preferred Stock, designated the "Series A
Convertible Preferred Stock" (the "Series A Preferred Stock"), is
hereby established. The aggregate number of shares of the Series A
Preferred Stock shall be three million five hundred thousand
(3,500,000), $.0001 par value per share. The rights, preferences,
privileges, and restrictions granted to and imposed on the Series A
Preferred Stock are as set forth below in this Article V(C).

   1. Dividend Provisions.

   The holders of shares of Series A Preferred Stock shall be
entitled to receive dividends, out of any assets legally available
therefor, when, as, and if declared by the Board of Directors.

   2. Liquidation Preference.

   (a) In the event of any liquidation, dissolution or winding up of
this Corporation, either voluntary or involuntary, the holders of
Series A Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of this
Corporation to the holders of Common Stock by reason of their
ownership thereof, an amount per share equal to $1.00 for each
outstanding share of Series A Preferred Stock plus an amount equal to
any declared but unpaid dividends on such share (subject to adjustment
of such fixed dollar amounts for any stock splits, stock dividends.
combinations, recapitalizations or the like since the date hereof). If
upon the occurrence of such event, the assets and funds thus
distributed among the holders of the Series A Preferred Stock shall be
insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of
this Corporation legally available for distribution shall be
distributed ratably among the holders of the Series A Preferred Stock
in proportion to the amount of such stock owned by each such holder.

   (b) Upon the completion of the distribution required by subsection
(a) of this Section 2, the remaining assets of this Corporation
available for distribution to stockholders shall be distributed among
the holders of capital stock pro rata based on the number of shares of
capital stock held.

   3. Conversion. The holders of the Series A Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

   (a) Right to Convert. Each share of Series A Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after
the achievement by this Corporation of either of the a Performance
Thresholds (as hereinafter defined), at the office of this Corporation
or any transfer agent for such stock, into one (1) share of Common
Stock (the "Conversion Ratio"), determined as hereafter provided, in
effect on the date the certificate is surrendered for conversion.

   (b) Mechanics of Conversion. Before any holder of Series A
Preferred Stock shall be entitled to convert the same into shares of
Common Stock, he or she shall surrender the certificate or
certificates therefor, duly endorsed, at the office of this
Corporation or of any transfer agent for the Series A Preferred Stock,
and shall give written notice to this Corporation at its principal
corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for
shares of Common Stock are to be issued. This Corporation shall, as
soon as practicable thereafter, issue and deliver at such office to
such holder of Series A Preferred Stock, or to the nominee or nominees
of such holder, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares of
Series A Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the
conversion is in connection with an underwritten offering of
securities registered pursuant to the Securities Act of 1933, the
conversion may, at the option of a holder tendering Series A Preferred
Stock for conversion, be conditioned upon the closing with the
underwriters of the sale of securities pursuant to such offering, in
which event the persons entitled to receive the Common Stock upon
conversion of the Series A Preferred Stock shall not be deemed to have
converted such Series A Preferred Stock until immediately prior to the
closing of such sale of securities.

                                       3
<PAGE>

   (c) Conversion Ratio Adjustments of Preferred Stock for Certain,
Splits, Combinations and Transactions. The Conversion Ratio of the
Series A Preferred Stock shall be subject to adjustment from time to
time as follows:

   (i) Stock Splits and Dividends. In the event this Corporation
should at any time or from time to time after the date hereof fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of
Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive
directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock
or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as
of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Conversion Ratio of
the Series A Preferred Stock shall be appropriately amended so that
the number of shares of Common Stock issuable on conversion of each
share of such series shall be increased in proportion to such increase
of the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents.

   (iii) Reverse Stock Splits. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, then, following
the record date of such combination, the Conversion Ratio for the
Series A Preferred Stock shall be appropriately amended so that the
number of shares of Common Stock issuable on conversion of each share
of such series shall be decreased in proportion to such decrease in
outstanding shares.

   (d) Other Distributions. In the event this Corporation shall
declare a distribution payable in securities of other persons,
evidences of indebtedness issued by this Corporation or other persons,
assets or options or rights not referred to in subsection 3(c), then,
in each such case for the purpose of this subsection 3(d), the holders
of the Series A Preferred Stock shall be entitled to a proportionate
share of any such distribution as though they were the holders of the
number of shares of Common Stock of this Corporation into which their
shares of Series A Preferred Stock are convertible as of the record
date fixed for the determination of the holders of Common Stock of
this Corporation entitled to receive such distribution.

   (e) Recapitalizations. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction
provided for elsewhere in this Section 3), provision shall be made so
that the holders of the Series A Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series A Preferred Stock
the number of shares of stock or other securities or property of this
Corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 3 with
respect to the rights of the holders of the Series A Preferred Stock
after the recapitalization to the end that the provisions of this
Section 3 (including adjustment of the Conversion Ratio then in effect
and the number of shares purchasable upon conversion of the Series A
Preferred Stock) shall be applicable after that event as nearly
equivalent as may be practicable.

                                       4
<PAGE>

   (f) No Impairment. This Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by this Corporation,
but will at all times in good faith assist in the carrying out of all
the provisions of this Section 3 and in the taking of all such action
as may be necessary or appropriate in order to protect the Conversion
Rights of the holders of the Series A Preferred Stock against
impairment.

   (g) No Fractional Shares and Certificate as to Adjustments.

   (i) No fractional shares shall be issued upon the conversion of
any share or shares of the Series A Preferred Stock, and the number of
shares of Common Stock to be issued shall be rounded to the nearest
whole share. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of
shares of Series A Preferred Stock the holder is at the time
converting into Common Stock and the number of shares of Common Stock
issuable upon such aggregate conversion.

   (ii) Upon the occurrence of each adjustment or readjustment of the
Conversion Ratio of Series A Preferred Stock pursuant to this Section
3, this Corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of Series A Preferred Stock a
certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is
based. This Corporation shall, upon the written request at any time of
any holder of Series A Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth (A) such
adjustment and readjustment, (B) the Conversion Ratio for the Series A
Preferred Stock at the time in effect, and (C) the number of shares of
Common Stock and the amount, if any, of other property that at the
time would be received upon the conversion of a share of Series A
Preferred Stock.

   (h) Notices of Record Date. In the event of any taking by this
Corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
Corporation shall mail to each holder of Series A Preferred Stock, at
least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right. In addition, the
holders of the Series A Preferred Stock shall receive any other notice
which is sent by this Corporation to its shareholders.

   (i) Reservation of Stock Issuable Upon Conversion. This
Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose
of effecting the conversion of the shares of the Series A Preferred
Stock, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares
of the Series A Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series
A Preferred Stock, in addition to such other remedies as shall be
available to the holder of Series A Preferred Stock, this Corporation
will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval of any necessary amendment
to this Certificate of Incorporation.

                                       5
<PAGE>

   (j) Notices. Any notice required by the provisions of this Section
3 to be given to the holders of shares of Series A Preferred Stock
shall be deemed given if deposited in the United States mail, postage
prepaid, and addressed to each holder of record at his address
appearing on the books of this Corporation.

   4. Voting Rights. The holder of each share of Series A Preferred
Stock shall have the right to fifteen (15) votes for each share of
Common Stock into which such Series A Preferred Stock could then be
converted, and with respect to such vote, such holder shall have full
voting rights and powers equal to the voting rights and powers of the
holders of Common Stock, and shall be entitled, notwithstanding any
provision hereof, to notice of any stockholders' meeting in accordance
with the bylaws of this Corporation, and shall vote, together with
holders of Common Stock, with respect to all matters upon which
holders of voting stock have the right to vote. Fractional votes shall
not, however, be permitted and any fractional voting rights available
on an as-converted basis (after aggregating all shares into which
shares of Series A Preferred Stock held by each holder could be
converted) shall be rounded to the nearest whole number (with one-half
being rounded upward). For purposes of this Section 4, this
Corporation shall have satisfied the Performance Thresholds as of the
date of issuance of the Series A Preferred Stock.

   5. Performance Thresholds. Each share of Series A Preferred Stock
shall be convertible, at the option of the holder, upon the
achievement by the Corporation of either of the performance thresholds
(the "Performance Thresholds") set forth in the next sentence. If at
any time prior to October 15, 2008, the Corporation reports (i) if it
is a reporting company under the Securities Exchange Act of 1934, as
amended (the "1934 Act") in its annual report on Form 10-K or 10-KSB
(or any similar or successor form or forms) or (ii) if it is not a
reporting company under the 1934 Act, in its audited financial
statements, annual net revenue which equals or exceeds ten million
dollars ($10,000,000) or annual net income which equal or exceeds one
million dollars ($1,000,000), then each share of Series A Preferred
Stock shall become convertible in accordance with Section C.3.

   6. Status of Converted Stock. In the event any shares of Series A
Preferred Stock shall be converted pursuant to Section 3 hereof, the
shares so converted shall be cancelled and shall not be issuable by
this Corporation. The Certificate of Incorporation of this Corporation
shall be appropriately amended to effect the corresponding reduction
in the Corporation's authorized capital stock.

   D. Rights, Preferences and Restrictions of Series B Preferred
Stock. A series of the Preferred Stock, designated the "Series B
Convertible Preferred Stock" (the "Series B Preferred Stock"), is
hereby established. The aggregate number of shares of the Series B
Preferred Stock shall be one million five hundred thousand
(1,500,000), $.0001 par value per share. The rights, preferences,
privileges, and restrictions granted to and imposed on the Series A
Preferred Stock are as set forth below in this Article V(D).

   1. Dividend Provisions.

   The holders of shares of Series B Preferred Stock shall be
entitled to receive dividends, out of any assets legally available
therefor, when, as, and if declared by the Board of Directors.

                                       6
<PAGE>

   2. Liquidation Preference.

   (a) In the event of any liquidation, dissolution or winding up of
this Corporation, either voluntary or involuntary, the holders of
Series B Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of this
Corporation to the holders of Common Stock by reason of their
ownership thereof, an amount per share equal to $1.00 for each
outstanding share of Series B Preferred Stock plus an amount equal to
any declared but unpaid dividends on such share (subject to adjustment
of such fixed dollar amounts for any stock splits, stock dividends.
combinations, recapitalizations or the like since the date hereof). If
upon the occurrence of such event, the assets and funds thus
distributed among the holders of the Series B Preferred Stock shall be
insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of
this Corporation legally available for distribution shall be
distributed ratably among the holders of the Series B Preferred Stock
in proportion to the amount of such stock owned by each such holder.

   (b) Upon the completion of the distribution required by subsection
(a) of this Section 2, the remaining assets of this Corporation
available for distribution to stockholders shall be distributed among
the holders of capital stock pro rata based on the number of shares of
capital stock held.

   3. Conversion. The holders of the Series B Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

   (a) Right to Convert. Each share of Series B Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after
the achievement by this Corporation of either of the Performance
Thresholds, at the office of this Corporation or any transfer agent
for such stock, into one (1) share of Common Stock (the "Conversion
Ratio"), determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion. The holder of Series B
Preferred Stock may only exercise its conversion rights hereunder
commencing on the date on which the Corporation filed its annual
report with the Securities and Exchange Commission which sets forth
achievement of either of the Performance Thresholds.

   (b) Mechanics of Conversion. Before any holder of Series B
Preferred Stock shall be entitled to convert the same into shares of
Common Stock, he or she shall surrender the certificate or
certificates therefor, duly endorsed, at the office of this
Corporation or of any transfer agent for the Series B Preferred Stock,
and shall give written notice to this Corporation at its principal
corporate office, of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for
shares of Common Stock are to be issued. This Corporation shall, as
soon as practicable thereafter, issue and deliver at such office to
such holder of Series B Preferred Stock, or to the nominee or nominees
of such holder, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as aforesaid.
Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares of
Series B Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the
conversion is in connection with an underwritten offering of
securities registered pursuant to the Securities Act of 1933, the
conversion may, at the option of a holder tendering Series B Preferred
Stock for conversion, be conditioned upon the closing with the
underwriters of the sale of securities pursuant to such offering, in
which event the persons entitled to receive the Common Stock upon
conversion of the Series B Preferred Stock shall not be deemed to have
converted such Series B Preferred Stock until immediately prior to the
closing of such sale of securities.

   (c) Conversion Ratio Adjustments of Preferred Stock for Certain,
Splits, Combinations and Transactions. The Conversion Ratio of the
Series B Preferred Stock shall be subject to adjustment from time to
time as follows:

                                       7
<PAGE>

   (i) Stock Splits and Dividends. In the event this Corporation
should at any time or from time to time after the date hereof fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of
Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive
directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock
or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as
of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Conversion Ratio of
the Series B Preferred Stock shall be appropriately amended so that
the number of shares of Common Stock issuable on conversion of each
share of such series shall be increased in proportion to such increase
of the aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents.

   (iii) Reverse Stock Splits. If the number of shares of Common
Stock outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, then, following
the record date of such combination, the Conversion Ratio for the
Series B Preferred Stock shall be appropriately amended so that the
number of shares of Common Stock issuable on conversion of each share
of such series shall be decreased in proportion to such decrease in
outstanding shares.

   (d) Other Distributions. In the event this Corporation shall
declare a distribution payable in securities of other persons,
evidences of indebtedness issued by this Corporation or other persons,
assets or options or rights not referred to in subsection 3(c), then,
in each such case for the purpose of this subsection 3(d), the holders
of the Series B Preferred Stock shall be entitled to a proportionate
share of any such distribution as though they were the holders of the
number of shares of Common Stock of this Corporation into which their
shares of Series B Preferred Stock are convertible as of the record
date fixed for the determination of the holders of Common Stock of
this Corporation entitled to receive such distribution.

   (e) Recapitalizations. If at any time or from time to time there
shall be a recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction
provided for elsewhere in this Section 3), provision shall be made so
that the holders of the Series B Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series B Preferred Stock
the number of shares of stock or other securities or property of this
Corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such
recapitalization. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 3 with
respect to the rights of the holders of the Series B Preferred Stock
after the recapitalization to the end that the provisions of this
Section 3 (including adjustment of the Conversion Ratio then in effect
and the number of shares purchasable upon conversion of the Series B
Preferred Stock) shall be applicable after that event as nearly
equivalent as may be practicable.

   (f) No Impairment. This Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by this Corporation,
but will at all times in good faith assist in the carrying out of all
the provisions of this Section 3 and in the taking of all such action
as may be necessary or appropriate in order to protect the Conversion
Rights of the holders of the Series B Preferred Stock against
impairment.

                                       8
<PAGE>

   (g) No Fractional Shares and Certificate as to Adjustments.

   (i) No fractional shares shall be issued upon the conversion of
any share or shares of the Series B Preferred Stock, and the number of
shares of Common Stock to be issued shall be rounded to the nearest
whole share. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of
shares of Series B Preferred Stock the holder is at the time
converting into Common Stock and the number of shares of Common Stock
issuable upon such aggregate conversion.

   (ii) Upon the occurrence of each adjustment or readjustment of the
Conversion Ratio of Series B Preferred Stock pursuant to this Section
3, this Corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of Series B Preferred Stock a
certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is
based. This Corporation shall, upon the written request at any time of
any holder of Series B Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth (A) such
adjustment and readjustment, (B) the Conversion Ratio for the Series B
Preferred Stock at the time in effect, and (C) the number of shares of
Common Stock and the amount, if any, of other property that at the
time would be received upon the conversion of a share of Series B
Preferred Stock.

   (h) Notices of Record Date. In the event of any taking by this
Corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution, any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
Corporation shall mail to each holder of Series B Preferred Stock, at
least ten (10) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right. In addition, the
holders of the Series B Preferred Stock shall receive any other notice
which is sent by this Corporation to its shareholders.

   (i) Reservation of Stock Issuable Upon Conversion. This
Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose
of effecting the conversion of the shares of the Series B Preferred
Stock, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares
of the Series B Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series
B Preferred Stock, in addition to such other remedies as shall be
available to the holder of Series B Preferred Stock, this Corporation
will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval of any necessary amendment
to this Certificate of Incorporation.

   (j) Notices. Any notice required by the provisions of this Section
3 to be given to the holders of shares of Series B Preferred Stock
shall be deemed given if deposited in the United States mail, postage
prepaid, and addressed to each holder of record at his address
appearing on the books of this Corporation.

   4. Voting Rights. The holder of each share of Series B Preferred
Stock shall not have the right to vote, except as otherwise provided
under the Florida Business Corporation Act.

                                       9
<PAGE>

   5. Status of Converted Stock. In the event any shares of Series B
Preferred Stock shall be converted pursuant to Section 3 hereof, the
shares so converted shall be cancelled and shall not be issuable by
this Corporation. The Certificate of Incorporation of this Corporation
shall be appropriately amended to effect the corresponding reduction
in the Corporation's authorized capital stock.

   E. Common Stock. The rights, preferences, privileges and
restrictions granted to and imposed on the Common Stock are as set
forth below in this Article V(D) and as otherwise provided by the
Florida Business Corporation Act.

   1. Dividend Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to
dividends, the holders of the Common Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of any
assets of this Corporation legally available therefor, such dividends
as may be declared from time to time by the Board of Directors.

   2. Liquidation Rights. Upon the liquidation, dissolution or
winding up of this Corporation, the assets of this Corporation shall
be distributed as provided in Section 2 of Division (B) of Article V
hereof.

   3. Voting Rights. The holder of each share of Common Stock shall
have the right to one vote for each such share, and shall be entitled
to notice of any stockholders' meeting in accordance with the bylaws
of this Corporation, and shall be entitled to vote upon such matters
and in such manner as may be provided by this Certificate of
Incorporation or by law.