The following  composite Articles of Incorporation of Access Power, Inc. reflect
the Articles of  Incorporation  as filed with the  Secretary of State of Florida
together  with the changes  instituted  by Articles of  Amendment  dated May 23,
1997, November 19, 1998, September 29, 1999 and December 29, 1999.

                            ARTICLES OF INCORPORATION

                                       OF

                               ACCESS POWER, INC.

         The undersigned  incorporator  hereby forms a corporation under Chapter
607 of the laws of the State of Florida.

                                 ARTICLE I. NAME
                                ----------------

         The name of the corporation shall be:

                               ACCESS POWER, INC.

         The address of the  principal  office of this  corporation  shall be 61
South Roscoe Road, Ponte Vedra Beach,  Florida 32082, and the mailing address of
the corporation shall be the same.

                         ARTICLE II. NATURE OF BUSINESS
                         -------------------------------

         This corporation may engage or transact in any or all lawful activities
or business  permitted under the laws of the United States, the State of Florida
or any other state, country, territory or nation.

                           ARTICLE III. CAPITALIZATION
                          -----------------------------

         The total number of shares of capital stock which the  Corporation  has
the  authority  to issue is one  hundred ten  million  (110,000,000).  The total
number of shares of common stock which the Corporation is authorized to issue is
one hundred  (100,000,000)  and the par value of each share of such common stock
is one-tenth of one cent  ($.001) for an aggregate  par value of forty  thousand
dollars  ($100,000).  The total  number of shares of  preferred  stock which the
Corporation is authorized to issue is ten million (10,000,000) and the par value
of each share of such  preferred  stock is  one-tenth of one cent ($.001) for an
aggregate  par value of ten  thousand  dollars  ($10,000).  The  voting  powers,
designations, preferences and relative, participating, optional or other rights,
if  any,  and the  qualifications,  limitations  or  restricts,  if any,  of the
preferred  stock,  in one  or  more  series,  shall  be  fixed  by  one or  more
resolutions   providing   for  the  issuance  of  such  stock   adopted  by  the
Corporation's board of directors (the "Board of Directors"),  in accordance with
the  provisions of the General  Corporation  Law of the State of Florida and the
Board of Directors is expressly  vested with authority to adopt one or more such
resolutions.

                                        1
<PAGE>


         1. CREATION OF SERIES A CONVERTIBLE  PREFERRED  STOCK.  There is hereby
created a series of preferred stock consisting of 1,200 shares and designated as
the Series A Convertible Preferred Stock, having the voting powers, preferences,
relative,   participating,   optional   and  other   special   rights   and  the
qualifications, limitations and restrictions thereof that are set forth below.

         2. DIVIDEND  PROVISIONS.  The holders of shares of Series A Convertible
Preferred Stocks shall be entitled to receive, when and as declared by the Board
of Directors out of any funds at the time legally available  therefor  dividends
at a par  with the  holders  of  Common  Stock  as if the  Series A  Convertible
Preferred  Stock had been converted into Common Stock on the record date for the
payment of the dividend. Dividends shall be waived with respect to any series of
Series A  convertible  Preferred  Stock  shall rank on a parity  with each other
share of Series A Convertible Preferred Stock with respect to dividends.

         3.  REDEMPTION  PROVISIONS.  Each  share of the  Series  A  convertible
Preferred Stock is redeemable,  at the option of the Company, upon the terms and
conditions set froth herein,  prior to the day the registration  statement to be
filed by the Company  becomes  effective.  On the day the  registration  becomes
effective,  all rights of the Company to a  redemption  of said shares  shall be
waived,  as of 5 P.M. on the previous  day, and any notice of  redemption  after
said time shall be null and void. If notice of  redemption is received  prior to
the time  which said right  expires,  said  shares  shall be  redeemable  in the
following manner at a price of One Thousand Five Hundred ($1,500.00) Dollars per
share (the "Redemption  Price").  The Corporation shall have the right to redeem
each Share  within  twenty- four (24) hours after the Notice of  Conversion  (as
defined in Section  5(a)) is given by a Holder with respect to such Shares.  The
Corporation  shall  effect  such  redemption  by  payment  to the Holder by wire
transfer or certified check payable to Holder on or before the Redemption  Date,
which shall be the later of (i) the fifth  (5th)  calendar  day after  Notice of
Conversion or (ii) the date on which the Holder had  delivered the  certificates
representing the Preferred  Shares proposed to be converted  pursuant to Section
5(a)(1).  In the event the  Corporation  shall not make such payment it shall be
deemed  to  have  waived  its  right  to  redemption  as to  those  Shares.  The
Corporation shall have the right to redeem less than all of the Shares which are
subject to the Notice of Conversion.

                                        2
<PAGE>


         4. LIQUIDATION PROVISIONS. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the Series A
Convertible  Preferred Stock shall be entitled to receive an amount equal to One
Thousand Five Hundred ($1,500.00) Dollars per share. After the full preferential
liquidation  amount has been paid to, or determined and set apart for, all other
series of Preferred Stock hereafter authorized and issued, if any, the remaining
assets of the Corporation  available for  distribution to shareholders  shall be
distributed  ratably to the holders of the common stock. In the event the assets
of  the  Corporation   available  for   distribution  to  its  shareholders  are
insufficient to pay the full preferential  liquidation amount per share required
to be paid the  Corporation's  Series A Convertible  Preferred Stock, the entire
amount of assets of the Corporation  available for  distribution to shareholders
shall be paid up to  their  respective  full  liquidation  amounts  first to the
Series A  Convertible  Preferred  Stock,  then to any other  series of Preferred
Stock hereafter authorized and issued, all of which amounts shall be distributed
ratably  among  holders of each such series of Preferred  Stock,  and the common
stock shall receive  nothing.  A  reorganization  or any other  consolidation or
merger of the Corporation with or into any other corporation,  or any other sale
of all substantially  all of the assets of the Corporation,  shall not be deemed
to be a  liquidation,  dissolution or winding up of the  Corporation  within the
meaning of this Section 4, and the Series A Convertible Preferred Stock shall be
entitled only to (i) the right  provided in any agreement or plan  governing the
reorganization  or other  consolidation,  merger or sale of assets  transaction,
(ii) the rights  contained in the Florida  Corporation  Law and (iii) the rights
contained in other Sections hereof.

         5. CONVERSION PROVISIONS. The holders of shares of Series A Convertible
Preferred  Stock  shall  have  conversion  rights as  follows  (the  "Conversion
Rights"):

         (a)      RIGHT TO CONVERT.

                  (1) Each share of Series A  Convertible  Preferred  Stock (the
         "Preferred  Shares") shall be convertible,  at the option of its holder
         pursuant  to the  terms set  forth  herein,  into a number of shares of
         common  stock  of the  Company  at the  initial  conversion  rate  (the
         "Conversion Rate") defined below.

                                        3
<PAGE>


                  The  initial  Conversion  Rate,  subject  to  the  adjustments
         described  below,  shall be a number of shares of common stock (rounded
         to the nearest whole number equal to $1,000  divided by the lower of(i)
         Sixty-five  (65%) of the average  Market  Price of the common stock for
         the five trading days immediately prior to the Conversion Date (defined
         below)  or  (ii)  75%  of  closing  bid  price  on  the  day  of  first
         disbursement  from escrow,  increased  proportionately  for any reverse
         stock split and decreased  proportionately  for any forward stock split
         or stock dividend.  For purposes of this Section 5(a)(1),  Market Price
         shall be the  closing bid price of the common  stock on the  Conversion
         Date, as reported by the National  Association  of  Securities  Dealers
         Automated  Quotation  System  (NASDAQ)  or the closing bid price on the
         over the counter  market if other than NASDAQ,  averaged  over the five
         trading days prior to the date of conversion.

                  The Holder shall notify the  Corporation,  by facsimile notice
         to the  Corporation  at (904)  273-6309,  copy by overnight  courier to
         Access Power,  Inc., 10033 Sawgrass Drive West, Suite 100, Ponte Verda,
         Florida  32004 of the  Holder's  intent  to  convert  (the  "Notice  of
         Conversion") in the form set forth in Section 5(a)(3) hereof,  executed
         by the holder of the  Preferred  Share(s)  or a  specified  portion (as
         above provided) hereof, and accompanied, if required by the Company, by
         proper assignment hereof in blank. Such conversion shall be effectuated
         by surrendering  the Preferred  Shares to be converted (with a copy, by
         facsimile or courier,  to the Company) to the  Company's  registrar and
         transfer  agent,  Atlas Stock Transfer  Company,  5899 S. State Street,
         Salt Lake City, Utah 84107 ("Transfer Agent"). The date on which notice
         of  conversion  (the  "Conversion  Date" is given  shall be the date on
         which the holder has  delivered  to the  Company,  by facsimile or hand
         delivery, of the Notice of Conversion duly executed to the Company. The
         Company  shall cause the  Transfer  Agent to complete  the issuance and
         delivery of Common  Shares  within five (5) calendar days of receipt of
         such  conversion  form,  provided  that the  Company  or its  agent has
         received the Series A Convertible  Preferred Stock  certificates  which
         are the subject of the  conversion  on or prior to such fifth  calendar
         day.

                                        4
<PAGE>


                  (2) No less than 25 (or multiple  thereof)  shares of Series A
         Convertible  Preferred  Stock  may be  converted  at any one  time.  No
         fractional  shares of common stock shall be issued upon  conversion  of
         the Series A Convertible Preferred Stock, in lieu of fractional shares,
         the number of shares  issuable  will be rounded  to the  nearest  whole
         share.

                  (3) Upon receipt of a Notice of  Conversion,  the  Corporation
         shall   absolutely  and   unconditionally   be  obligated  to  cause  a
         certificate or certificates representing the number of shares of Common
         Stock to which the  converting  holder  or  Preferred  Shares  shall be
         entitled as provided  herein,  which shares shall constitute fully paid
         and nonassessable  shares of Common Stock to be issued to, delivered by
         overnight  courier  to, and  received by such holder by the fifth (5th)
         calendar day following the Conversion Date, unless the company has duly
         redeemed  the  Preferred  Shares which are the subject of the Notice of
         Conversion in accordance with Section 3 hereof.  Such delivery shall be
         made at such address as a holder may designate thereof in its Notice of
         Conversion or in its written instructions submitted together therewith.
         In the event the Company fails to deliver the shares of Common Stock in
         accordance with the terms and conditions set forth herein,  the Company
         shall  be  liable  for  the   payment   of  a  penalty   and  shall  be
         unconditionally  obligated  to pay  the  Converting  Shareholder(s)  an
         additional  monetary  penalty of $200.00 per $10,000  converted per day
         after five (5) days should the converted shares not be delivered to the
         Converting Shareholder(s) as provided for in Section ________.

                  (4)   The   form  of   conversion   Certificate   shall   read
         substantially as follows:

                  The  undersigned  holder (the  "Holder")  is  surrendering  to
                  Access Power, Inc., a Florida corporation (the "Company"), one
                  or  more   certificates   representing   shares  of  Series  A
                  Convertible  Preferred  Stock of the Company  (the  "Preferred
                  Stock") in connection  with the conversion of all or a portion
                  of the Preferred Stock into shares of Common Stock,  $.001 par
                  value per share,  of the Company (the  "Common  Stock") as set
                  forth below.

                  1. The Holder  understands that the Preferred Stock was issued
         by the Company  pursuant to the exemption from  registration  under the
         United  States  Securities  Act of 1933,  as amended  (the  "Securities
         Act"), provided by Regulation D promulgated thereunder.

                                        5
<PAGE>


                  2. The  Holder  represents  and  warrants  that all offers and
         sales of the Common Stock issued to the Holder upon such  conversion of
         the  Preferred  Stock  shall  be  made  (a)  pursuant  to an  effective
         registration statement under the Securities Act, (b) in compliance with
         Rule 144, or (c) pursuant to some other exemption from registration.

          Number of Shares of Preferred Stock being converted:
          --------------------------------------

          Applicable Conversion Price:___________________________

          Number of Shares of Common Stock Issuable:_____________

          Date of conversion:____________________________________

          Delivery Instructions for certificates of Common Stock and
          for new certificates representing any remaining shares of
          Preferred Stock;
          =======================================================
          =======================================================

                                        NAME OF HOLDER:

                                        -------------------------

                                        -------------------------
                                        (Signature of Holder)

          (b)   Adjustments to Conversion Rate
                ------------------------------

                  (1) RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. if the common
         stick  issuable on  conversion  of the Series A  Convertible  Preferred
         Stock shall be changed into the same or a different number of shares of
         any other class or classes of stock, whether by capital reorganization,
         reclassification,  reverse  stock split or forward stock split or stock
         dividend or  otherwise  (other than a  subdivision  or  combination  of
         shares  provided  for above),  the holders of the Series A  Convertible
         Preferred Stock shall, upon its conversion,  be entitled to receive, in
         lieu of the common stock which the holders  would have become  entitled
         to received but for such change, a number of shares of such other class
         or classes  of stock  that  would  have been  subject to receipt by the
         holders if they had exercised  their rights of conversion of the Series
         A Convertible Preferred Stock immediately before that change.

                                        6
<PAGE>


                  (2)  REORGANIZATIONS,   MERGERS,  CONSOLIDATIONS  OR  SALE  OF
         ASSETS.  If at any time there shall be a capital  reorganization of the
         Corporation's  common stock (other than a  subdivision,  combination  ,
         reclassification  or exchange of shares  provided for elsewhere in this
         Section (b) or merger of the Corporation into another  corporation,  or
         the sale of the Corporation's  properties and assets as, an entirety to
         any other person),  then, as a part of such  reorganization,  merger or
         sale,  lawful provision shall be made so that the holders of the Series
         A Convertible  Preferred Stock shall  thereafter be entitled to receive
         upon  conversion  of the Series A  Convertible  Preferred  Stock  shall
         thereafter  be  entitled  to receive  upon  conversion  of the Series A
         Convertible  Preferred  Stock,  the  number of shares of stock or other
         securities  or  property  of  the  Corporation,  or  of  the  successor
         corporation  resulting from such merger, to which holders of the common
         stock deliverable upon conversion of the Series A Convertible Preferred
         Stock would have been entitled on such capital  reorganization,  merger
         or sale if the Series A Convertible  Preferred Stock had been converted
         immediately before that capital  reorganization,  merger or sale to the
         end that the provisions of this paragraph (b)(3) (including  adjustment
         of the Conversion Rate then in effect and number of shares  purchasable
         upon conversion of the Series A Convertible  Preferred  Stock) shall be
         applicable after that event as nearly equivalent as may be practicable.

                  (3) In the event (a) the Company does not file a  registration
         statement  under the  Securities  Act of 1933 covering the Common Stock
         issuable upon  conversion of the Series A Convertible  Preferred  Stock
         within  30  days  of  the  closing  (the  "Closing   Date"),   (b)  the
         registration statement is not declared effective within 120 days of the
         Closing Date or (c) the Company does not issue the Common Shares within
         the time  limits  set  forth in the  penultimate  sentence  of  Section
         5(a)(1),  Conversion  Rate shall be adjusted to increase  the number of
         shares of common stock assessable by 5%. The foregoing  adjustments are
         cumulative and not exclusive.

                                        7
<PAGE>


                  (c) NO IMPAIRMENT.  The Corporation  will not, by amendment of
         its  Certificate  of  Incorporation  or  through  any   reorganization,
         recapitalization, transfer of assets, merger, dissolution, 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 the
         Corporation, but will at all times in good faith assist in the carrying
         out of all the  provision  of this  Section 5 and in the  taking of all
         such actions as may be necessary or appropriate in order to protect the
         Conversion Rights of the holders of the Series A Convertible  Preferred
         Stock against impairment.

                  (d) CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
         adjustment or  readjustment  of the  Conversion  Rate for any shares of
         Series A Convertible  Preferred  Stock,  the 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 Convertible  Preferred Stock effected  thereby a certificate  setting
         forth such adjustment or  readjustment  and showing in detail the facts
         upon  the  written  request  at any  time of any  holder  of  Series  A
         Convertible  Preferred Stock,  furnish or cause to be furnished to such
         holder  a like  certificate  setting  forth  (i) such  adjustments  and
         readjustments,  (ii) the  Conversion  Rate at the time in  effect,  and
         (iii) the  number of common  stock  and the  amount,  if any,  of other
         property  which at the time would be received  upon the  conversion  of
         such holder's shares of Series A Convertible Preferred Stock.

                  (e) NOTICES OF RECORD DATE.  In the vent of the  establishment
         by  the  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  (other than a cash dividend) or other
         distribution,  the  Corporation  shall mail to each  holder of Series A
         Preferred  Stock at least twenty (20) 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 or  distribution  and the amount
         and character of such dividend or distribution.

                                        8
<PAGE>


                  (f)  RESERVATION  OF  STOCK  ISSUABLE  UPON  CONVERSION.   The
         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 Convertible
         Preferred Stock such number of its shares of common stock as shall from
         time to  time be  sufficient  to  effect  the  conversion  of all  then
         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 Preferred Stock, the 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 purpose.

                  (g) NOTICES.  Any notices  required by the  provisions of this
         Paragraph  (e) to be  given  to the  holders  of  shares  of  Series  A
         Convertible  Preferred  Stock shall be deemed given if deposited in the
         United Sate mail,  postage  prepaid,  and  addressed  to each holder of
         record at its address appearing on the books of the Corporation.


EXHIBIT I

                            CERTIFICATE OF CONVERSION

         The undersigned  holder (the "Holder") is surrendering to Access Power,
         Inc., a Florida  corporation (the "Company"),  one or more certificates
         representing  shares of  Series A  Convertible  Preferred  Stock of the
         Company (the  "Preferred  Stock") in connection  with the conversion of
         all or a portion of the  Preferred  Stock into shares of Common  Stock,
         $.001 par value per share,  of the Company (the "Common  Stock") as set
         forth below.

                  1. The Holder  understands that the Preferred Stock was issued
         by the Company  pursuant to the exemption from  registration  under the
         United  States  Securities  Act of 1933,  as amended  (the  "Securities
         Act"), provided by Regulation D promulgated thereunder.

                                        9
<PAGE>


                  2. The  Holder  represents  and  warrants  that all offers and
         sales of the Common Stock issued to the Holder upon such  conversion of
         the  Preferred  Stock  shall  be  made  (a)  pursuant  to an  effective
         registration statement under the Securities Act, (b) in compliance with
         Rule 144, or (c) pursuant to some other exemption from registration.

          Number of Shares of Preferred Stock being converted: ________

          Applicable Conversion Price: ________________________________

          Number of Shares of Common Stock Issuable:___________________

          Date of conversion: _________________________________________

          Delivery Instructions for certificates of Common Stock and
          for new certificates representing any remaining shares of
          Preferred Stock;
          =============================================================
          =============================================================


                                        NAME OF HOLDER:

                                        -------------------------------

                                        -------------------------------
                                        (Signature of Holder)



                      SERIES B CONVERTIBLE PREFERRED STOCK
                      -------------------------------------

         SERIES B CONVERTIBLE  PREFERRED STOCK.  There is established within the
Corporation's  authorized  Preferred  Stock a series to be designated  "Series B
Convertible  Preferred  Stock"  consisting of four thousand  (4,000) shares (the
"Series B Preferred Stock") and having the powers,  preferences and other rights
and the  qualifications,  limitations  and  restrictions  set forth herein.  The
following is a statement of the powers, designations,  preferences,  privileges,
rights,  qualifications,  limitations and restrictions of the Series B Preferred
Stock:

                                       10
<PAGE>

         1.  DIVIDENDS;  OTHER  DISTRIBUTIONS.  The  holders  of  the  Series  B
Preferred  Stock shall receive no preference  with respect to dividends or other
distributions  (other  than any  distribution  described  in  Section  2 of this
Article III) that shall be declared or paid on any of the  Corporation's  common
stock, par value $0.001 (the "Common Stock"),  provided,  however,  any dividend
(including  any share  dividend)  or other  distribution  on the Common Stock as
declared  by the board of  directors,  if any,  shall be made to the  holders of
Common Stock and Series B Preferred Stock, pro rata, determined as of the record
date as a fraction of such dividend or  distribution,  the numerator of which is
the sum of the number of shares of Common Stock then held by each holder thereof
plus the  number of shares of  Common  Stock  which  they then have the right to
acquire upon  conversion of the shares of Series B Preferred  Stock then held by
them  ("Conversion  Shares")  and the  denominator  of  which  is the sum of the
aggregate  number of shares  then  outstanding  of (i) Common  Stock,  plus (ii)
Conversion Shares, plus (iii) all other Common Stock equivalents  resulting from
any other series or class of Preferred Stock having rights to share in dividends
and distributions of the Company PARI PASSU with the Common Stock.

         2.   LIQUIDATION   PREFERENCE.   In  the  event  of  any   liquidation,
dissolution, or winding up of the Corporation,  either voluntary or involuntary,
distributions  to the  shareholders  of the  Corporation  shall  be  made in the
following manner:

                  (a) Except as may be limited by (b) below,  the holders of the
         Series B Preferred Stock shall be entitled to receive,  prior to and in
         preference to any distribution of any of the assets or surplus funds of
         the Corporation  available for  distribution to its  shareholders  (the
         "Available  Funds"),  whether  from  capital,  surplus,   earnings,  or
         otherwise  to the  holders  of the  Common  Stock or any  other  equity
         security of the Corporation, by reason of their ownership of such stock
         or equity  security,  the  amount of $0.001  per share  (the  "Series B
         Preference   Amount").   If  the  amount  of  the  Available  Funds  is
         insufficient  to permit  the  payment  to all  holders  of the Series B
         Preferred Stock of their full Series B Preference  Amount,  then all of
         the Available Funds shall be distributed  among the holders of the then
         outstanding   Series  B  Preferred   Stock  pro  rata,   determined  by
         multiplying  the  amount  of the  Available  Funds by a  fraction,  the
         numerator of which is the number of shares of Series B Preferred  Stock
         then held by each holder  thereof and the  denominator  of which is the
         sum of the aggregate  number of shares then outstanding of (i) Series B
         Preferred  Stock plus (ii) all other  series or  classes  of  Preferred
         Stock having  liquidation rights PARI PASSU with the Series B Preferred
         Stock.

                                       11
<PAGE>


                  (b) If, upon the completion of the distributions  contemplated
         by Section 2(a) of this Article III,  Available Funds remain  available
         for distribution by the Corporation, such remaining Available Funds, if
         any, shall be distributed  among the holders of Common Stock and Series
         B Preferred  Stock,  pro rata,  determined by multiplying the amount of
         the remaining Available Funds by a fraction,  the numerator of which is
         the sum of the  number  of shares  of  Common  Stock  then held by each
         holder  thereof  plus the number of  Conversion  Shares which they then
         have the right to acquire  and the  denominator  of which is the sum of
         the aggregate  number of shares then  outstanding  of (i) Common Stock,
         plus  (ii)  Conversion  Shares,  plus  (iii)  all  other  Common  Stock
         equivalents resulting from any other series or class of Preferred Stock
         having rights to share in the proceeds of a liquidation  of the Company
         PARI PASSU with the Common Stock,  provided,  however,  that in no case
         may the  holders  of Series B  Preferred  Stock  receive  more than the
         greater of the  Series B  Preference  Amount and the amount  that would
         have been  distributable  to them as  holders  of  Common  Stock if all
         shares of Series B Preferred  Stock had been converted and the Series B
         Preference Amount was not payable.

                  (c) Written notice of  liquidation  stating a payment date and
         the  aggregate  amount of the Series B  Preference  Amount due shall be
         provided by mail,  postage prepaid,  or by facsimile,  not less than 20
         days prior to the payment date stated therein, to the record holders of
         the Series B Preferred Stock,  such notice to be addressed to each such
         holder at its address as shown in the records of the Corporation.

         3. VOTING RIGHTS.  The holders of the Series B Preferred Stock shall be
entitled  to vote the  number  of votes as is equal to the  number  of shares of
Common Stock into which such holder's  shares of Series B Preferred  Stock could
be converted at the record date for  determination of the shareholders  entitled
to vote on any matters,  or, if no such record date is established,  at the date
such vote is taken or any written  consent of  shareholders  is  solicited,  and
shall have voting rights and powers equal to the voting rights and powers of the
Common Stock (except as otherwise  expressly provided herein or required by law)
such  votes  to be  counted  together  with  all  other  shares  of stock of the
Corporation having general voting power and not separately as a class.

         4.  CONVERSION.  The holders of the Series B Preferred Stock shall have
conversion rights as follows (the "Series B 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  date  of  issuance  of  such  share  at the  office  of the
         Corporation  or any  transfer  agent for the Series B Preferred  Stock,
         into one thousand (1000) fully paid and nonassessable  shares of Common
         Stock  (the  "Conversion  Rate").  No  amount  shall  be  payable  by a
         shareholder  in  respect  of the  conversion  of any  share of Series B
         Preferred Stock.

                                       12
<PAGE>

                  (b) MECHANICS OF  CONVERSION.  No fractional  shares of Common
         Stock shall be issued upon conversion of Series B Preferred  Stock. All
         shares of Common Stock  (including  fractions  thereof)  issuable  upon
         conversion  of more  than one share of  Series B  Preferred  Stock by a
         holder thereof shall be aggregated for purposes of determining  whether
         the conversion  would result in the issuance of any  fractional  share.
         If, after the aforementioned  aggregation,  the conversion would result
         in  the  issuance  of a  fraction  of a  share  of  Common  Stock,  the
         Corporation  shall,  in lieu of issuing any fractional  shares to which
         the  holder  would be  otherwise  entitled,  pay cash equal to the fair
         market value of such fractional share on the date of conversion,  which
         fair  market  value shall be  determined  in good faith by the Board of
         Directors.  Before  any  holder of Series B  Preferred  Stock  shall be
         entitled to convert  the same into full  shares of Common  Stock and to
         receive  certificates   therefor,   such  holder  shall  surrender  the
         certificate or certificates  therefor,  duly endorsed, at the office of
         the  Corporation  or of any  transfer  agent for the Series B Preferred
         Stock or the  Common  Stock,  and  shall  give  written  notice  to the
         Corporation at such office that such holder elects to convert the same.
         The  Corporation  shall, as soon as practicable  thereafter,  issue and
         deliver at the office of the  Corporation  or at such transfer  agent's
         office to such holder of Series B Preferred Stock, (i) a certificate or
         certificates  for the  number of shares of Common  Stock to which  such
         holder shall be entitled as aforesaid, and (ii) cash or a check payable
         to the  holder of such  Series B  Preferred  Stock in the amount of any
         cash amounts payable in lieu of the conversion  into fractional  shares
         of  Common  Stock.  Such  conversion  shall be deemed to have been made
         immediately  prior  to the  close  of  business  on the  date  of  such
         surrender  of the Series B Preferred  Stock to be converted or delivery
         of the written conversion notice, whichever is later, and the person or
         persons  entitled  to  receive  the  Common  Stock  issuable  upon such
         conversion  shall be treated for all  purposes as the record  holder or
         holders of such Common Stock on the date of such conversion.

                  (c)  ADJUSTMENT TO SERIES B CONVERSION  RATE.  The  Conversion
         Rate from time to time in effect  shall be subject to  adjustment  from
         time to time (i) in case the  Corporation  shall at any time  subdivide
         the outstanding shares of Common Stock, the Conversion Rate in effect

                                       13
<PAGE>

         immediately  prior  to  such  subdivision   shall  be   proportionately
         increased,  and (ii) in case the Corporation  shall at any time combine
         the outstanding  shares of Common Stock,  the Conversion Rate in effect
         immediately  prior  to  such  combination   shall  be   proportionately
         decreased,  effective  at the  close  of  business  on the date of such
         subdivision or combination, as the case may be.

         5.       GENERAL PROVISIONS.

                  (a) ISSUE TAXES.  The Corporation  shall pay any and all issue
         and other taxes that may be payable in respect of any issue or delivery
         of shares of Common  Stock on  conversion  of Series B Preferred  Stock
         pursuant hereto;  provided,  however, that the Corporation shall not be
         obligated  to pay  any  transfer  taxes  resulting  from  any  transfer
         requested  by any  holder in  connection  with any such  conversion  or
         income tax of the holder of the Series B Preferred Stock.

                  (b) NO RE-ISSUANCE OF SERIES B PREFERRED  STOCK.  No shares of
         Series B  Preferred  Stock  acquired  by the  Corporation  by reason of
         redemption,  purchase,  conversion or otherwise shall be reissued,  and
         any such shares shall be canceled,  retired,  and  eliminated  from the
         shares which the  Corporation  shall be authorized to issue;  PROVIDED,
         HOWEVER,  that  any such  redeemed  or  purchased  shares  of  Series B
         Preferred   Stock  shall  be  eliminated  from  the  shares  which  the
         Corporation  shall be authorized to issue only upon the filing with the
         Secretary of State of the State of Florida a  certificate  of amendment
         of these  Articles  of  Incorporation  in  compliance  with the General
         Corporation Law of the State of Florida."

                          ARTICLE IV. REGISTERED AGENT
                          -----------------------------

         The street address of the initial  registered office of the corporation
shall be 1201  Hays  Street,  Tallahassee,  Florida  32301,  and the name of the
initial  registered  agent of the  corporation  at that  address is  Corporation
Service Company.

                           ARTICLE V. TERM OF EXISTING
                          ----------------------------

         This corporation is to exist perpetually.

                                       14
<PAGE>

                              ARTICLE VI. DIRECTORS
                              ---------------------

         All  corporate  powers shall be exercised by or under the authority of,
and the business and affairs of the  corporation  managed under the direction of
its Board of Directors, subject to any limitation set forth in these Articles of
Incorporation.  This corporation shall have two Directors,  initially. The names
and addresses of the initial members of the Board of Directors are:

          Glenn A. Smith                   61 South Roscoe Road
                                           Ponte Vedra Beach, Florida
                                           32082

          Michael L. Pitts                 108 Nautilus Lane
                                           Ponte Vedra Beach, Florida
                                           32082

                            ARTICLE VII. INCORPORATOR
                           --------------------------

         The name and street  address of the  incorporator  to these Articles of
Incorporation:

               Corporate Agents, Inc.
               1201 Hays Street
               Tallahassee, Florida 32301

     The undersigned  incorporator  has executed these Articles of Incorporation
on October 10, 1996.




                                   -------------------------------
                                  Incorporator
                         It's Agent, Deborah D. Skipper



                    ACCEPTANCE OF REGISTERED AGENT DESIGNATED
                    -----------------------------------------
                          IN ARTICLES OF INCORPORATION
                          ----------------------------

         Corporation  Service  Company,  a Delaware  corporation  authorized  to
transact  business in this State,  having a business  office  identical with the
registered office of the corporation named above, and having been designated as

                                       15
<PAGE>

the Registered Agent in the above and foregoing  Articles,  is familiar with and
accepts the  obligations  of the  position  on  Registered  Agent under  Section
607.0505, Florida Statutes.



                         By:  __________________________________
                              It's Agent, Deborah D. Skipper
                              Authorized Service Representative
                              Corporation Service Company