Exhibit 3.1.4

                              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:  Article 2 of the Articles of  Incorporation  of the Company is
amended to add Section 2.9 Series G Stock,  the text of which is attached hereto
as Exhibit A.

         THIRD:  The foregoing  amendment was approved by the Board of Directors
of the Company on November 25, 2003,  in accordance  with the  provisions of RCW
23B.06.020. Shareholder approval was not required.

         Dated: November 25, 2003

                                  BRIAZZ, INC.


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


<PAGE>


                                    EXHIBIT A

2.9. Series G Stock

         An aggregate of Three Million Six Hundred Thousand  (3,600,000)  shares
of Preferred Stock are hereby designated as Series G Convertible Preferred Stock
(the "Series G Stock").

2.9.1. Liquidation Rights

         The holders of the Series G Stock shall not be entitled to  participate
in respect thereof in any Liquidation Event. "Liquidation Event" shall mean, for
purposes of this Section 2.9, any  distribution  of the Company's  assets to its
shareholders  upon the  voluntary or  involuntary  dissolution,  liquidation  or
winding up of the Company.

2.9.2. Voting Rights

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

2.9.3. Conversion Rights

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

         (a) General.

              (i) Voluntary Conversion. Each share of the Series G 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  2.9, the "Series G  Conversion  Amount") for a purchase  price equal to
$0.10 per share of Common  Stock (as  adjusted in  accordance  with this Section
2.9, the "Series G Conversion  Price"). If the fair market value (at the date of
calculation  as set forth  below) per  security  for which the Series G Stock is
being converted is greater than the then effective Series G Conversion Price, in
lieu of converting  the Series G Stock for cash, the holder may elect to receive
securities or instruments equal to the value (as determined below) of the Series
G 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


<PAGE>

         Y = the  number of  securities  purchasable  under the shares of
             Series G 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 G 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  Market  Price (as  defined  in Section
2.8.3(a))  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 G Stock shall be
converted  automatically,  without  any  purchase  price  therefor,  without any
further  action by the  holders  of the  Series G 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 G Stock or in
accordance with Section 2.9.3(c)(ii).

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

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

Common Stock Event:

              (A) The Series G Conversion Price shall,  simultaneously  with the
happening of such  Extraordinary  Common Stock Event, be adjusted by multiplying
the then  effective  Series G 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 without giving effect to
the  adjustment  in  Series  G  Conversion   Price  contained  in  this  Section
2.9.3.(b)(i)(A),  and the product so obtained  shall  thereafter be the Series G
Conversion  Price.  The Series G  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 G Conversion Amount shall,  simultaneously with the
happening of such Extraordinary  Common Stock Event, be adjusted by dividing the
then effective Series G Conversion Amount 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 without giving effect to
the   adjustment   in  Series  G   Conversion   Price   contained   in   Section
2.9.3.(b)(i)(A),  and the quotient so obtained shall  thereafter be the Series G
Conversion  Amount.  The Series G Conversion  Amount,  as so adjusted,  shall be
readjusted in the same manner upon the happening of any successive Extraordinary
Common Stock Event or Events.


<PAGE>

"Extraordinary  Common Stock  Event" shall have the meaning  given it in Section
2.8.3.(b)(i).

              (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
2.9.3(b)(i) or Section 2.9.3(c)),  the Series G Conversion Price to be in effect
after  such  record  date  shall  be  determined  by  multiplying  the  Series G
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 G 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 G Conversion  Price shall be that which
would then be in effect if such record date had not been fixed. No adjustment of
the Series G Conversion Price pursuant to this Section  2.9.3(b)(ii)  shall have
the  effect of  increasing  the  Series G  Conversion  Price  above the Series G
Conversion  Price in  effect  immediately  before  such  adjustment.  Upon  each
adjustment  of  the  Series  G  Conversion   Price   pursuant  to  this  Section
2.9.3(b)(ii), the then effective Series G Conversion Amount shall be adjusted to
equal the  Series G  Conversion  Amount  obtained  from the  formula  in Section
2.9.3(b)(iii)(A)  below. If any investment  banking or appraisal  firm's opinion
obtained  at the  request of holders of Series G 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 G 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 G Stock is in relation to
all of the outstanding shares of Series G Stock; provided,  however, if both the
holders of a majority of the Series F Stock and the holders of a majority of the
Series G Stock requested such opinion,  then the holders of each of the Series F
Stock  and  Series  G Stock  shall  bear the  expenses  of such  opinion  in the
proportion that such holders holdings of Series F Stock and Series G Stock bears
to all the outstanding shares of Series F Stock and Series G Stock.


<PAGE>

              (iii) Sale of Shares Below Series G 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  2.9.3(b)(iii) to
have issued or sold,  Additional  Shares of Common  Stock (as defined in Section
2.9.3(b)(iii)(D)  hereof),  other  than as  provided  in  Sections  2.9.3(b)(i),
2.9.3(b)(ii)  or  2.9.3(c),  for an  Effective  Price  (as  defined  in  Section
2.8.3(b)(iii)(E) hereof) less than the then effective Series G Conversion Price,
then and in each such case the then applicable  Series G Conversion  Price shall
be reduced to the Series G 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 G 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 G 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 G Conversion Price.
Except as provided in Section  2.9.3(b)(iii)(C),  no  adjustment of the Series G
Conversion Price pursuant to this Section 2.9.3(b)(iii) shall have the effect of
increasing the Series G Conversion  Price above the Series G Conversion Price in
effect immediately before such adjustment.  Upon each adjustment of the Series G
Conversion  Price pursuant to Section  2.9.3(b)(ii) or (iii), the then effective
Series G  Conversion  Amount  shall be adjusted to equal the Series G Conversion
Amount obtained from the following formula:

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

         where:

         N' = the adjusted Series G Conversion Amount.

         N = the Series G Conversion Amount prior to adjustment.

         E' = the adjusted Series G Conversion Price.

         E = the Series G Conversion Price prior to adjustment.

              (B) For the purpose of making any  adjustment  required under this
Section 2.9.3(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))  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
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.


<PAGE>

         (C) For the  purpose of the  adjustment  required  under  this  Section
2.9.3(b)(iii),  if the  Company  issues or sells any rights or  options  for the
purchase  of stock  or  Convertible  Securities  and if the  Effective  Price of
Additional Shares of Common Stock is less than the Series G 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 G  Conversion  Price and Series G
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 G Conversion Price or Series G 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 G Conversion  Price and Series G Conversion
Amount shall  forthwith  be  readjusted  to such Series G  Conversion  Price and
Series G 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) Solely for  purposes of this  Section  2.9,  "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  2.9.3(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;

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


<PAGE>

              (III)  shares  issued  pursuant to an  Extraordinary  Common Stock
Event or pursuant to Sections 2.8.3(b)(ii),  2.8.3(c),  2.9.3(b)(ii) or 2.9.3(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 G 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"  has  the  meaning  given  it  in  Section
2.8.3(b)(iii)(E).

         (F) If any event  shall  occur as to which the  provisions  of  Section
2.9.3(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
G 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  2.9.3(b)(iii)
necessary to preserve,  without dilution, the purchase rights represented by the
Series G Stock.  Upon receipt of such opinion,  the Company will promptly mail a
copy thereof to the holders of the Series G 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 G 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 G
Stock  is in  relation  to all of the  outstanding  shares  of  Series  G Stock;
provided,  however, if both the holders of the Series F Stock and the holders of
the  Series G Stock  requested  such  opinion,  then the  holders of each of the
Series F Stock and Series G Stock shall bear the expenses of such opinion in the
proportion that such holders holdings of Series F Stock and Series G Stock bears
to all the outstanding shares of Series F Stock and Series G Stock.


<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
2.9.3(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 G 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 G Stock
from time to time  outstanding and (b) will not take any action which results in
any adjustment of the Series G Conversion Price if the total number of shares of
Common Stock  issuable after the action upon the conversion of all of the Series
G 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  2.9.3(c)  shall not be
prohibited by or require any adjustment under this Section 2.9.3(b)(iii).

         (c) Capital Reorganization or Reclassification.

              (i) If the Common Stock  issuable upon the  conversion of Series G
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  2.9.3(b)(i)),  then and in each such
event the  holders of the  Series G 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 G 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 G Stock then outstanding shall have the right thereafter
to  convert  such  share of Series G 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 G 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 G Stock ten (10)
business  days  prior  written  notice of the  proposed  effective  date of such
transaction,  and if any shares of Series G Stock have not been  converted by or
on the effective date of such  transaction,  such shares of Series G Stock shall
be  converted  automatically  immediately  prior  the  effective  date  of  such
transaction in accordance with Section 2.9.3.(a)(ii).


<PAGE>

         (d) Accountant's  Certificate as to Adjustments  Notice by the Company.
In each case of an adjustment or readjustment  of the Series G Conversion  Price
or the Series G Conversion  Amount,  the Company at its expense will furnish the
holders of the Series G 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 G 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 G Stock may not be converted pursuant to
Section 2.9.3 except pursuant to registration  under the 1933 Act (as defined in
Section  2.8.3(e)(i)),  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  2.9.3(e)(ii) or the date
of mandatory conversion,  as applicable,  the Company shall issue and deliver to
the  holders  of the  Series  G 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  2.9.3 upon the  conversion of the Series G Stock.  Conversion  shall be
deemed to have been effected  immediately  prior to the close of business on the
Series G 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 G 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 G
Stock shall be  entitled  to  voluntarily  convert  such shares to Common  Stock
pursuant  to  Section   2.9.3(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 G 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 G 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 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 G Conversion  Price,  by  requesting  that the Company  withhold
securities or instruments  otherwise  deliverable  pursuant to conversion of the
Series G Stock in accordance with the formula set forth in Section  2.9.3(a)(i),
at the  office of the  Company  or of any  transfer  agent for the  shares to be

<PAGE>

converted.   With  respect  to  a  voluntary   conversion  pursuant  to  Section
2.9.3(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 G
Conversion Date." Notwithstanding the foregoing, if a holder of shares of Series
G 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 G Conversion Date."

              (iii)  Mandatory  Conversion.   The  holders  of  Series  G  Stock
converted   pursuant  to  the   mandatory   conversion   provisions  of  Section
2.9.3(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   2.9.3(a)(ii),   the
applicable date specified in Section 2.9.3(a)(ii) for automatic conversion shall
be the "Series G 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 G 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 G 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
G Stock that were not converted.

         2.9.4. No Reissuance of Stock

         No share or shares of Series G 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 G Stock accordingly.

         2.9.5. Dividends

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

         2.9.6. 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 Event,  the Company  shall mail or deliver,  or
cause to be  mailed  or  delivered,  to the  holders  of Series G 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.


<PAGE>

         2.9.7. Non-Transferability

         Subject to the  restrictions  on transfer  set forth in the  Securities
Purchase  Agreement  among the Company and the original  holders of the Series G
Stock, as amended  through the date of original  issuance of the Series G Stock,
the  Series G 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.

         2.9.8. Waivers

         The  obligations  of the  Company  and the rights of the holders of the
Series G 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 G Stock.