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                                                                   EXHIBIT 3.1.3

                              ARTICLES OF AMENDMENT
                                       OF
                                  BRIAZZ, INC.

         Pursuant to RCW 23B.06.020, the undersigned corporation adopts the
following Articles of Amendment to its Articles of Incorporation:

         FIRST:  The name of the corporation is BRIAZZ, INC. (the "Company").

         SECOND: Section 2.1.2 of the Articles of Incorporation of the Company
is deleted in its entirety and replaced with the following text:

         "2.1.2 The total number of shares which this Company is authorized to
issue is Three Hundred Million (300,000,000), consisting of Two Hundred Fifty
Million (250,000,000) shares of Common Stock and Fifty Million (50,000,000)
shares of Preferred Stock. The Common Stock is subject to the rights and
preferences of the Preferred Stock as hereinafter set forth."

         THIRD: Article 2 of the Articles of Incorporation of the Company is
amended to add Section 2.8 Series F Stock, the text of which is attached hereto
as Exhibit A.

         FOURTH: The foregoing amendment was approved and recommended to the
shareholders of the Company by the Board of Directors of the Company on June 12,
2003, and was duly approved by the shareholders of the Company on July 29, 2003,
in accordance with the provisions of RCW 23B.10.030 and RCW 23B.07.040.

         Dated: July 29, 2003

                                     BRIAZZ, INC.

                                     By: /s/ Victor D. Alhadeff
                                        ----------------------------------------
                                        Victor D. Alhadeff
                                        Chief Executive Officer, Chief Financial
                                        Officer, Secretary and Chairman

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                                    EXHIBIT A

2.8.     Series F Stock

         An aggregate of Ten Million (10,000,000) shares of Preferred Stock are
hereby designated as Series F Convertible Preferred Stock (the "Series F
Stock").

         2.8.1.   Liquidation Rights

         The holders of the Series F Stock shall not be entitled to participate
in respect thereof in any Liquidation Event. "Liquidation Event" shall mean, for
purposes of this Section 2.8, any distribution of the Company's assets to its
shareholders upon the voluntary or involuntary dissolution, liquidation or
winding up of the Company.

         2.8.2.   Voting Rights

         Except as otherwise required under the Washington Business Corporation
Act, the holders of the Series F Stock shall not be entitled to vote.

         2.8.3.   Conversion Rights

         The holder of the Series F Stock shall have the following rights with
respect to the conversion of Series F Stock into Common Stock:

                  (a)      General.

                           (i)      Voluntary Conversion. Each share of the
Series F Stock may, at the option of the holder, be converted at any time into
ten (10) fully paid and nonassessable shares of Common Stock (as adjusted in
accordance with this Section 2.8, the "Series F Conversion Amount") for a
purchase price equal to $0.10 per share of Common Stock (as adjusted in
accordance with this Section 2.8, the "Series F Conversion Price"). If the fair
market value (at the date of calculation as set forth below) per security for
which the Series F Stock is being converted is greater than the then effective
Series F Conversion Price, in lieu of converting the Series F Stock for cash,
the holder may elect to receive securities or instruments equal to the value (as
determined below) of the Series F Stock (or the portion thereof being converted)
by requesting that the Company withhold securities or instruments otherwise
deliverable pursuant to conversion, in which event the Company shall issue to
the holder a number of such securities or instruments computed using the
following formula:

                  X = Y (A-B)
                      -------
                         A

         where:

         X =      the number of securities to be issued to the holder

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         Y =      the number of securities purchasable under the shares of
                  Series F Stock being converted by such holder (at the date of
                  such calculation)

         A =      the fair market value per security or instruments of such
                  securities or instruments (at the date of such calculation)

         B =      the Series F Conversion Price (as adjusted to the date of such
                  calculation)

For purposes of the above calculation, fair market value per security or
instrument shall be determined by the Company's Board of Directors in good
faith; provided, however, that where there exists a public market for the
Company's Common Stock at the time of such conversion, the fair market value per
share shall be the product of (i) the average of the closing bid and asked
prices of the Common Stock quoted in the Over-The-Counter Market Summary or the
last reported sale price of the Common Stock or the closing price quoted on the
Nasdaq National Market or the Nasdaq SmallCap Market or on any exchange on which
the Common Stock is listed, whichever is applicable, as published in the Western
Edition of The Wall Street Journal for the five (5) trading days prior to the
date of determination of fair market value (the "Market Price") and (ii) the
number of shares of Common Stock into which each such security or instrument is
convertible or for which such security or instrument is exchangeable or
exercisable at the time of such conversion.

                           (ii)     Mandatory Conversion. Each share of Series F
Stock shall be converted automatically, without any purchase price therefor,
without any further action by the holders of the Series F Stock and whether or
not the certificates representing such shares are surrendered to the Company or
its transfer agent, into one-millionth (1/1,000,000) of a share of Common Stock
upon the tenth anniversary of the initial issuance of the Series F Stock or in
accordance with Section 2.8.3(c)(ii).

                  (b)      Adjustments to Series F Conversion Price and Series F
Conversion Amount.

                           (i)      Extraordinary Common Stock Event. Upon the
happening of an Extraordinary Common Stock Event:

                                    (A)      The Series F Conversion Price
shall, simultaneously with the happening of such Extraordinary Common Stock
Event, be adjusted by multiplying the then effective Series F Conversion Price
by a fraction, the numerator of which shall be the number of fully-diluted
shares of Common Stock outstanding immediately prior to such Extraordinary
Common Stock Event and the denominator of which shall be the number of
fully-diluted shares of Common Stock outstanding immediately after such
Extraordinary Common Stock Event, and the product so obtained shall thereafter
be the Series F Conversion Price. The Series F Conversion Price, as so adjusted,
shall be readjusted in the same manner upon the happening of any successive
Extraordinary Common Stock Event or Events; and

                                    (B)      The Series F Conversion Amount
shall, simultaneously with the happening of such Extraordinary Common Stock
Event, be adjusted by dividing the then effective Series F Conversion Amount by
a fraction, the numerator of which shall be the

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number of fully-diluted shares of Common Stock outstanding immediately prior to
such Extraordinary Common Stock Event and the denominator of which shall be the
number of fully-diluted shares of Common Stock outstanding immediately after
such Extraordinary Common Stock Event, and the quotient so obtained shall
thereafter be the Series F Conversion Amount. The Series F Conversion Amount, as
so adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.

"Extraordinary Common Stock Event" shall mean, for purposes of this Section 2.8,
(x) the issuance of additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock of the Company, (y) a subdivision of
outstanding shares of Common Stock into a greater number of shares of Common
Stock, or (z) a combination of outstanding shares of Common Stock into a smaller
number of shares of Common Stock.

                           (ii)     Distribution of Assets. In case the Company
shall fix a record date for the making of a distribution to all holders of
shares of Common Stock of assets (including securities of a corporation other
than the Company) or evidences of its indebtedness or securities (other than
cash dividends or cash distributions payable out of funds legally available
therefor or dividends payable in shares of Common Stock or distributions
referred to in Section 2.8.3(b)(i) or Section 2.8.3(c)), the Series F Conversion
Price to be in effect after such record date shall be determined by multiplying
the Series F Conversion Price in effect immediately prior to such record date by
a fraction, of which the numerator shall be the Market Price per share of Common
Stock five business days prior to such record date, less the fair market value
(as determined by the Company's Board of Directors, whose determination shall be
conclusive absent manifest error, provided, however, that upon a written
request, within 10 business days of notice of such valuation by the Board of
Directors, of holders of a majority of the Series F Stock, for purposes of
determining the fair market value of the portion of the assets or evidences of
indebtedness or securities so to be distributed, the Company shall obtain the
opinion of a mutually agreeable investment banking or appraisal firm with
respect to such fair market value, which opinion shall be final and binding), of
the portion of the assets or evidences of indebtedness or securities so to be
distributed applicable to one share of Common Stock and of which the denominator
shall be such Market Price per share of Common Stock. Such adjustment shall be
made successively whenever such a record date is fixed. In the event that such
distribution is not so made, the Series F Conversion Price shall be that which
would then be in effect if such record date had not been fixed. No adjustment of
the Series F Conversion Price pursuant to this Section 2.8.3(b)(ii) shall have
the effect of increasing the Series F Conversion Price above the Series F
Conversion Price in effect immediately before such adjustment. Upon each
adjustment of the Series F Conversion Price pursuant to this Section
2.8.3(b)(ii), the then effective Series F Conversion Amount shall be adjusted to
equal the Series F Conversion Amount obtained from the formula in Section
2.8.3(b)(iii)(A) below. If any investment banking or appraisal firm's opinion
obtained at the request of holders of Series F Stock shall state that the per
share fair market value of the assets or evidences of indebtedness or securities
to be distributed is equal to or less than that determined by the Company's
Board of Directors, the holders of the Series F Stock shall bear the expense of
the firm within 15 days of the holder's receipt of a copy of such opinion and
shall reimburse the Company for any actual out-of-pocket expenses paid therefor.
Each holder shall bear the pro rata portion of the expenses specified in the
previous sentence as such holder's shares of Series F Stock is in relation to
all of the outstanding shares of Series F Stock.

                                       3

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                           (iii)    Sale of Shares Below Series F Conversion
Price.

                                    (A)      If, at any time or from time to
time after the date hereof, the Company issues or sells, or is deemed by the
express provisions of this Section 2.8.3(b)(iii) to have issued or sold,
Additional Shares of Common Stock (as defined in Section 2.8.3(b)(iii)(D)
hereof), other than as provided in Sections 2.8.3(b)(i), 2.8.3(b)(ii) or
2.8.3(c), for an Effective Price (as defined in Section 2.8.3(b)(iii)(E) hereof)
less than the then effective Series F Conversion Price, then and in each such
case the then applicable Series F Conversion Price shall be reduced to the
Series F Conversion Price determined by dividing (A) an amount equal to the sum
of (1) the aggregate number of shares of Common Stock outstanding immediately
prior to such issue or sale multiplied by the then existing Series F Conversion
Price and (2) the aggregate consideration, if any, received by the Company upon
such issue or sale, by (B) the total aggregate number of shares of Common Stock
outstanding immediately after such issue or sale. No adjustment of the Series F
Conversion Price shall be made in an amount less than $.01 per share, provided
that any adjustments that are not required to be made by reason of this sentence
shall be carried forward and shall be taken into account in any subsequent
adjustment made to the Series F Conversion Price. Except as provided in Section
2.8.3(b)(iii)(C), no adjustment of the Series F Conversion Price pursuant to
this Section 2.8.3(b)(iii) shall have the effect of increasing the Series F
Conversion Price above the Series F Conversion Price in effect immediately
before such adjustment. Upon each adjustment of the Series F Conversion Price
pursuant to Section 2.8.3(b)(ii) or (iii), the then effective Series F
Conversion Amount shall be adjusted to equal the Series F Conversion Amount
obtained from the following formula:

                  N' = N x E
                       -----
                         E'

         where:

         N' =     the adjusted Series F Conversion Amount.

         N  =     the Series F Conversion Amount prior to adjustment.

         E' =     the adjusted Series F Conversion Price.

         E  =     the Series F Conversion Price prior to adjustment.

                                    (B)      For the purpose of making any
adjustment required under this Section 2.8.3(b)(iii), the aggregate
consideration received by the Company for any issue or sale of securities shall
(I) to the extent it consists of cash, be computed at the net amount of cash
received by the Company after deduction of any underwriting or similar
commissions, compensations or concessions paid or allowed by the Company in
connection with such issue or sale but without deduction of any expenses payable
by the Company, (II) to the extent it consists of property other than cash, be
computed at the fair value of that property as determined in good faith by the
Board of Directors of the Company, and (III) if Additional Shares of Common
Stock, Convertible Securities (as defined in Section 2.8.3(b)(iii)(C) hereof) or
rights or options to purchase either Additional Shares of Common Stock or
Convertible Securities are issued or sold together with other stock or
securities or other assets of the Company for a consideration which

                                       4

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covers both, be computed as the portion of the consideration so received that
may be reasonably determined in good faith by the Board of Directors of the
Company to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                                    (C)      For the purpose of the adjustment
required under this Section 2.8.3(b)(iii), if the Company issues or sells any
rights or options for the purchase of stock or other securities convertible into
Additional Shares of Common Stock (such convertible stock or securities being
herein referred to as "Convertible Securities") and if the Effective Price of
such Additional Shares of Common Stock is less than the Series F Conversion
Price, in each case the Company shall be deemed to have issued, at the time of
the issuance of such rights or options or Convertible Securities, the maximum
number of Additional Shares of Common Stock issuable upon exercise or conversion
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the consideration to be received by the
Company upon exercise or conversion of such rights, options or Convertible
Securities together with the consideration, if any, received by the Company for
the issuance of such rights, options or Convertible Securities. If the
Convertible Securities by their terms provide, with the passage of time or
otherwise, for any increase in the consideration payable to the Company, or
decrease in the number of shares of Common Stock issuable, upon the exercise,
conversion or exchange thereof, the Series F Conversion Price and Series F
Conversion Amount computed upon the original issue thereof, and any subsequent
adjustments based thereon, shall, upon such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease with respect to
such options, rights and securities not already exercised, converted or
exchanged before such increase or decrease became effective, but no further
adjustment to the Series F Conversion Price or Series F Conversion Amount shall
be made for the actual issuance of Common Stock upon the exercise of any such
options or rights or the conversion or exchange of such securities in accordance
with their terms. Further, upon the expiration or termination of any Convertible
Securities or the expiration of any options or rights related to such
Convertible Securities, the Series F Conversion Price and Series F Conversion
Amount shall forthwith be readjusted to such Series F Conversion Price and
Series F Conversion Amount as would have been obtained had the adjustment that
was made upon the issuance of such options, rights or securities, or options or
rights related to such securities, been made upon the basis of the issuance of
only the number of shares of Common Stock actually issued upon the exercise of
such options or rights, upon the conversion or exchange of such securities or
upon the exercise of the options or rights related to such securities.

                                    (D)      "Additional Shares of Common Stock"
shall mean all shares of Common Stock issued by the Company or deemed to be
issued pursuant to this Section 2.8.3(b)(iii), whether or not subsequently
reacquired or retired by the Company, other than:

                                             (I)      shares issued or issuable
pursuant to, stock option agreements and stock option, incentive and purchase
plans of the Company, existing now or adopted in the future as contemplated or
permitted by the Securities Purchase Agreement dated May 28, 2003 among the
Company and the original holders of the Series F Stock, as amended through the
date of original issuance of the Series F Stock;

                                       5

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                                             (II)     shares issued or issuable
upon conversion, exercise or exchange of securities outstanding as of the date
of initial issuance of the Series F Stock;

                                             (III)    shares issued pursuant to
an Extraordinary Common Stock Event or pursuant to Sections 2.8.3(b)(ii) or
2.8.3(c) hereof;

                                             (IV)     Common Stock issued by the
Company and approved by the Company's Board of Directors to persons or entities
with which the Company has business relationships including, but not limited to,
corporate partner transactions and lease financings, provided such Common Stock
issued is for a primary purpose other than equity financing and provided that
such securities are designated as excluded from the definition of Additional
Stock by the prior vote or written consent of the holders holding a majority of
the outstanding shares of the Series F Stock; and

                                             (V)      additional shares of
Common Stock that are issued or become issuable upon conversion or exercise of
other outstanding securities of the Company as a result of the operation of
anti-dilution provisions which are contained in the original terms of such
securities.

                                    (E)      The "Effective Price" of Additional
Shares of Common Stock shall mean the quotient determined by dividing the total
number of Additional Shares of Common Stock issued or sold, or deemed to have
been issued or sold by the Company under this Section 2.8.3(b)(iii), into the
aggregate consideration received, or deemed to have been received by the Company
under this Section 2.8.3(b)(iii), for such Additional Shares of Common Stock.

                                    (F)      If any event shall occur as to
which the provisions of Section 2.8.3(b)(iii) are not strictly applicable (other
than by reason of the exceptions set forth in such provisions), but the failure
to make any adjustment would materially adversely affect the purchase rights
represented by the Series F Stock in accordance with the essential intent and
principles of such Section, then, in each such case, the Company shall appoint a
mutually agreeable investment banking firm that does not have a direct or
material indirect financial interest in the Company, which has not been, and, at
the time it is called upon to give independent financial advice to the Company,
is not (and none of its directors, officers, employees, affiliates or
stockholders are) a promoter, director or officer of the Company or any of its
subsidiaries, which shall give their opinion upon the adjustment, if any, on a
basis consistent with the essential intent and principles established in this
Section 2.8.3(b)(iii) necessary to preserve, without dilution, the purchase
rights represented by the Series F Stock. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the holders of the Series F Stock
and shall make the adjustments described therein. If the opinion shall state
that no adjustment is required to be made, the holders of the Series F Stock
shall bear the expense of the firm of independent investment bankers within 15
days of the holder's receipt of a copy of such opinion and shall reimburse the
Company for any actual out-of-pocket expenses paid therefor. Each holder shall
bear the pro rata portion of the expenses specified in the previous sentence as
such holder's shares of Series F Stock is in relation to all of the outstanding
shares of Series F Stock.

                                       6

<PAGE>

                                    (G)      The Company will not, by amendment
of its articles of incorporation or through any consolidation, merger,
reorganization, transfer of assets, 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 of this Section 2.8.3(b)(iii), but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
holders of the Series F Stock against dilution or other impairment. Without
limiting the generality of the foregoing, the Company (a) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock on the
conversion of the Series F Stock from time to time outstanding and (b) will not
take any action which results in any adjustment of the Series F Conversion Price
if the total number of shares of Common Stock issuable after the action upon the
conversion of all of the Series F Stock would exceed the total number of shares
of Common Stock then authorized by the Company's articles of incorporation and
available for the purposes of issue upon such conversion. A consolidation,
merger, reorganization or transfer of assets involving the Company covered by
Section 2.8.3(c) shall not be prohibited by or require any adjustment under this
Section 2.8.3(b)(iii).

                  (c)      Capital Reorganization or Reclassification.

                           (i)      If the Common Stock issuable upon the
conversion of Series F Stock shall be changed into the same or a different
number of shares of any class or classes of stock of the Company, whether by
capital reorganization, reclassification or otherwise (other than a subdivision
or combination of shares or stock dividend provided for in Section 2.8.3(b)(i)),
then and in each such event the holders of the Series F Stock shall have the
right thereafter to convert such shares into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification or other change by holders of the number of shares of Common
Stock into which such shares of Series F Stock might have been converted
immediately prior to such reorganization, reclassification or change, all
subject to further adjustment as provided herein; and

                           (ii)     In case of any consolidation or merger of
the Company with any other company (other than a wholly owned subsidiary of the
Company), or in case of any sale or transfer of all or substantially all of the
assets of the Company, or in case of any share exchange pursuant to which all of
the outstanding shares of Common Stock are converted into other securities or
property, the Company shall, prior to or at the time of such transaction, make
appropriate provision or cause appropriate provision to be made so that holders
of each share of Series F Stock then outstanding shall have the right thereafter
to convert such share of Series F Stock into the kind and amount of shares of
stock and other securities and property receivable upon such consolidation,
merger, sale, transfer or share exchange by a holder of the number of shares of
Common Stock into which such share of Series F Stock could have been converted
immediately prior to the effective date of such consolidation, merger, sale,
transfer or share exchange. If the property to be received upon such
consolidation, merger, sale, transfer or share exchange is not equity
securities, the Company shall give the holders of the Series F Stock ten (10)
business days prior written notice of the proposed effective date of such
transaction, and if any shares of Series F Stock have not been converted by or
on the effective date of such

                                       7

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transaction, such shares of Series F Stock shall be converted automatically
immediately prior the effective date of such transaction in accordance with
Section 2.8.3.(a)(ii).

                  (d)      Accountant's Certificate as to Adjustments Notice by
the Company. In each case of an adjustment or readjustment of the Series F
Conversion Price or the Series F Conversion Amount, the Company at its expense
will furnish the holders of the Series F Stock with a certificate, prepared by
independent public accountants of recognized standing if so required in writing
by the majority of the holders of the Series F Stock, showing such adjustment or
readjustment and stating in detail the facts upon which such adjustment or
readjustment is based.

                  (e)      Exercise of Conversion Privilege.

                           (i)      Generally. The Series F Stock may not be
converted pursuant to Section 2.8.3 except pursuant to registration under the
Securities Act of 1933, as amended (the "1933 Act"), and all applicable state
securities laws, or pursuant to available exemptions from such registration
requirements. If reasonably requested by the Company, the holders shall furnish
the Company with an opinion of counsel, reasonably satisfactory to the Company,
that such conversion will not require registration of such shares under the 1933
Act. Promptly after receiving the materials required hereby and by Section
2.8.3(e)(ii) or the date of mandatory conversion, as applicable, the Company
shall issue and deliver to the holders of the Series F Stock being converted,
or, if permitted by applicable securities laws, to the nominee or nominees of
such holders, a certificate or certificates as such holders may request for the
number of whole shares of Common Stock issuable in accordance with the
provisions of this Section 2.8.3 upon the conversion of the Series F Stock.
Conversion shall be deemed to have been effected immediately prior to the close
of business on the Series F Conversion Date (as defined below for voluntary
conversions and for mandatory conversions), and at such time, whether or not
certificates representing the shares being converted shall have been received by
the Company or its transfer agent in the case of a mandatory conversion, the
rights of the holders as holders of the converted shares of Series F 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 of
Common Stock represented thereby.

                           (ii)     Voluntary Conversion. Before the holders of
the Series F Stock shall be entitled to voluntarily convert such shares to
Common Stock pursuant to Section 2.8.3(a)(i), such holders shall surrender (w)
the certificate or certificates therefor, duly endorsed, (x) a written notice of
conversion containing the number of shares of Series F Stock being converted and
such representations, warranties and covenants of the holder to the Company as
the Company may reasonably request, (y) unless such notice includes
representations and warranties to the effect that the Series F Stock is being
converted by the original purchaser at a time when it is an "accredited
investor," as defined in Rule 501(a) under the 1933 Act, an opinion of counsel
of recognized standing in form and substance satisfactory to the Company or
other evidence satisfactory to the Company as to the availability of an
exemption from registration under the 1933 Act and applicable state securities
laws, and (z) payment in cash or check or bank draft payable to the order of the
Company or by cancellation of indebtedness of

                                       8

<PAGE>

the Company to the holder, or, if the Market Price as calculated in accordance
with Section 2.8.3(a)(i) is less than the Series F Conversion Price, by
requesting that the Company withhold securities or instruments otherwise
deliverable pursuant to conversion of the Series F Stock in accordance with the
formula set forth in Section 2.8.3(a)(i), at the office of the Company or of any
transfer agent for the shares to be converted. With respect to a voluntary
conversion pursuant to Section 2.8.3(a)(i), the date when the foregoing
materials are received by the Company or a transfer agent for the shares to be
converted shall be the "Series F Conversion Date." Notwithstanding the
foregoing, if a holder of shares of Series F Stock conditions such voluntary
conversion on the occurrence or non-occurrence of a stated event, the date on
which such event shall occur (or fail to occur, as the case may be) shall be the
"Series F Conversion Date."

                           (iii)    Mandatory Conversion. The holders of Series
F Stock converted pursuant to the mandatory conversion provisions of Section
2.8.3(a)(ii) shall promptly surrender the certificates therefor, duly endorsed,
at the office of the Company or of any transfer agent for such shares and, if
other than the record holders of the converted shares, shall state the name or
names in which the certificate or certificates for shares of Common Stock are to
be issued. Whether or not such certificates have been so surrendered, with
respect to mandatory conversions pursuant to Section 2.8.3(a)(ii), the
applicable date specified in Section 2.8.3(a)(ii) for automatic conversion shall
be the "Series F Conversion Date."

                  (f)      No Fractional Shares. No fractional shares of Common
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series F Stock. Upon such conversion, the number of
shares of Common Stock to be issued shall be rounded up to the nearest whole
share.

                  (g)      Partial Conversion. In the event some but not all of
the shares of Series F Stock represented by a certificate or certificates
surrendered by a holder are converted, the Company shall execute and deliver to
the holder, at the expense of the Company, a new certificate representing the
shares of Series F Stock that were not converted.

         2.8.4.   No Reissuance of Stock

         No share or shares of Series F Stock converted, purchased or otherwise
acquired by the Company shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares that the Company shall be
authorized to issue. The Company may from time to time take such appropriate
corporate action as may be necessary to reduce the authorized number of shares
of Series F Stock accordingly.

         2.8.5.   Dividends

         The holders of the Series F Stock shall not be entitled to receive
dividends.

         2.8.6.   Notices of Record Date

         In the event of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any Liquidation Event or
any Extraordinary Common Stock

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<PAGE>

Event, the Company shall mail or deliver, or cause to be mailed or delivered, to
the holders of Series F Stock a notice specifying (i) the date on which any such
reorganization, reclassification, Extraordinary Common Stock Event or
Liquidation Event is expected to become effective and (ii) the time, if any,
that is to be fixed, as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization or Liquidation Event. Such
notice shall be mailed or delivered at least twenty (20) days prior to the date
specified in such notice on which such action is to be taken.

         2.8.7.   Non-Transferability

         Subject to the restrictions on transfer set forth in the Securities
Purchase Agreement dated May 28, 2003 among the Company and the original holders
of the Series F Stock, as amended through the date of original issuance of the
Series F Stock, the Series F Stock shall not be sold or otherwise transferred
except under circumstances that will not result in a violation of the 1933 Act
or any state securities laws.

         2.8.8.   Waivers

         The obligations of the Company and the rights of the holders of the
Series F Stock may be amended, modified or waived (either generally or in a
particular instance, either retroactively or prospectively and either for a
specified period of time or indefinitely) only with the written consent of the
Company and each holder of the Series F Stock.

                                       10