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EXHIBIT  3.1
                          CERTIFICATE OF INCORPORATION
                                       OF
                          WORTHINGTON VENTURE FUND INC.

         FIRST: The name of the corporation is: WORTHINGTON VENTURE FUND INC.

         SECOND: Its registered office in the State of Delaware is located at 25
Greystone Manor, Lewes, Delaware 19958-9776, County of Sussex. The registered
agent in charge thereof is Harvard Business Services, Inc.

         THIRD: The purpose of the corporation is to engage in any lawful
activity for which corporations may be organized under the General Corporation
Law of Delaware.

         FOURTH: The total number of authorized shares which the corporation is
authorized to issue 25,000,000 shares of common stock having a par value of
0.0001 per share and 10,000,000 shares of preferred stock having a par value of
0.001 per share.

         The number of authorized shares of preferred stock or of common stock
may be raised by the affirmative vote of the holders of a majority of the
outstanding shares of the corporation entitled to vote thereon.

         All shares of common stock shall be identical and each share of common
stock shall be entitled to one vote on all matters.

         The board of directors is authorized, subject to limitations prescribed
by law and the provisions of this Article Fourth, to provide by resolution or
resolutions for the issuance of the shares of preferred stock in one or more
series, and by filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares included in any
such series and to fix the designation, powers, preferences and rights of the
shares of any such series and the qualifications, limitations or restrictions
thereof.

         FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.

         SIXTH: The names of the persons who are to be the directors of the
corporation until the first meeting of stockholders or until their successors
are elected:

                                  PAUL PARSHALL
                                  115 PARK ROAD
                              WORTHINGTON, OH 43235

         SEVENTH: In furtherance and not in limitation of the powers conferred
by the laws of Delaware, the board of directors is authorized to amend or repeal
the bylaws.

         EIGHTH: The corporation reserves the right to amend or repeal any
provision in this Certificate of Incorporation in the manner prescribed by the
laws of Delaware.

         NINTH: The incorporator is Harvard Business Services, Inc., whose
mailing address is 25 Greystone Manor, Lewes, DE 19958-9766. The powers of the
incorporator are to file this certificate of incorporation, approve the by-laws
of the corporation and elect the initial directors.


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         TENTH: To the fullest extent permitted by the Delaware General
Corporation Law a director of this corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.

         ELEVENTH: To redomicile from Utah, Worthington Venture Fund Inc., file
number 172754.

I, Richard H. Bell, for the purpose of forming a corporation under the laws of
the State of Delaware do make and file this certificate, and do certify that the
facts herein stated are true; and have accordingly signed below, this 3rd day of
June, 1998.

Signed and Attested to by: /s/ Richard H. Bell
                           --------------------------------------
                           Richard H. Bell, President & Secretary
                           HARVARD BUSINESS SERVICES, INC.



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                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION


WORTHINGTON VENTURE FUND INC. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: that at a meeting of the Board of Directors of WORTHINGTON VENTURE FUND
INC. resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED: that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered one, so that, as amended said Article
shall be and read as follows:

Effective this date, the name of the corporation is changed to: Admax
Technology, Inc. SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held up on notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment. IN WITNESS WHEREOF, said Worthington Venture Fund Inc.
has caused this certificate to be signed by Andrew J. Yurcho, an Authorized
Officer, this 12th day of August, 1998.

                                     By: /s/ Andrew J. Yurcho

                                     Name: Andrew J. Yurcho

                                     Title: Secretary






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                                State of Delaware

                        Office of the Secretary of State



         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AGREEMENT OF MERGER, WHICH MERGES:

         "WORTHINGTON VENTURE FUND, INC.", A UTAH CORPORATION, WITH AND INTO
"ADMAX TECHNOLOGY, INC." UNDER THE NAME OF "AAMAXAN TRANSPORT GROUP, INC.", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF AUGUST, A.D. 1998, AT
9 O'CLOCK A.M.

         A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE SUSSEX
COUNTY RECORDER OF DEEDS.










                                     /s/ Edward J. Freel
                                     Edward J. Freel, Secretary of State

                                     AUTHENTICATION: 9281548

                                     DATE: 09-01-98


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                                  AMENDMENT TO
                 STATEMENT OF ESTABLISHMENT AND DESIGNATION OF A
                               SERIES OF SHARES OF
                          AAMAXAN TRANSPORT GROUP, INC.
                             a Delaware Corporation
                             pursuant to section 242

         Pursuant to the provisions of the Delaware General Corporation Law, the
undersigned corporation makes the following amendment to statements as to the
establishment and designation of a series of shares by its Board of Directors:

         1. The name of the corporation is AAMAXAN TRANSPORT GROUP, INC.

         2. Article IV of the Certificate of Incorporation of AAMAXAN TRANSPORT
GROUP, INC., gives the Board of Directors the right to designate a series of
preferred shares, and to determine the powers, preferences and rights, as well
as the qualifications, limitations and restrictions thereof.

         3. The Board has designated One Thousand (1,000) Preferred Shares as
"Series A Preferred Stock." 4. The Board of Directors of the Company has
authorized an amendment to the Terms of Certificate of Designation of Series A
Convertible Preferred Stock, as filed with the Delaware Secretary of State on
December 22, 1998. Attached hereto as Exhibit "A" is the Amendment to the Terms
of Certificate of Designation of Series A Convertible Preferred Stock reflecting
such amendment to Section 4(d)(i) of the Certificate, and by reference made a
part hereof for all purposes.

         EXECUTED effective as of this 30th day of December, 1998.

                                     AAMAXAN TRANSPORT GROUP, INC.,
                                     a Delaware Corporation


                                     By: /s/ Rex Mason
                                     --------------------
                                     Rex Mason, President










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<PAGE>

                              AMENDMENT TO TERMS OF
                          CERTIFICATE OF DESIGNATION OF
                     SERIES A CONVERTIBLE PREFERRED STOCK OF
                          AAMAXAN TRANSPORT GROUP, INC.



         Section 1. Designation, Amount and Par Value. The series of Preferred
Stock shall be designated as the Series A Convertible Preferred Stock (the
"Preferred Stock"), and the number of shares so designated shall be 1,000. The
par value of each share of Preferred Stock shall be $.001. Each share of
Preferred Stock shall have a stated value of $1,000 per share (the "Stated
Value"). All terms defined in the Convertible Preferred Stock Purchase
Agreement, dated December 22, 1998, between the Company and the purchasers of
the Preferred Stock named therein (the "Purchase Agreement") and not otherwise
defined herein shall have for purposes hereof the meanings provided for therein.

         Section 2. Dividends.

         (a) Holders of outstanding shares of Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors out of funds legally
available therefor, and the Company shall pay, cumulative dividends at the rate
pre share (as a percentage of the Stated Value per share) equal to 2% per annum
(subject to increase pursuant to Section 2(d) hereof), in cash or (as provided
for herein) shares of Common Stock, payable quarterly in arrears on the last day
of March, June, September and December of each year commencing December 22, 1998
(each, a "Dividend Payment Date"). Any arrears in payment of dividends hereunder
shall be payable on the Conversion Date (as defined in Section 4(b)) or earlier
if so determined by the Company. Dividends on shares of the Preferred Stock
shall accrue daily commencing on the Original Issue Date of such shares, shall
be calculated based on the actual number of days in such quarterly period in a
360 day year and shall be deemed to accrue on such date whether or not earned or
declared and whether or not there are profits, surplus or other funds of the
Company legally available for the payment of dividends. The party that holds the
Preferred Stock on an applicable record date for any dividend payment will be
entitled to receive such dividend payment and any other accrued and unpaid
dividends which accrued prior to such Dividend Payment Date, without regard to
any sale or disposition of such Preferred Stock subsequent to the applicable


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record date but prior to the applicable Dividend Payment Date. A transfer of the
right to receive payments hereunder shall be transferable only through an
appropriate entry in the register (the "Register") to be maintained by the
Company through the Law Office of Cecil S. Mathis, in which shall be entered the
names and addresses of the registered holder of shares of Preferred Stock and
all transfers of such shares. References to the holder or "holders" shall mean
the Person listed in the Register as the registered holder of such shares. The
ownership of such shares shall be proved by the Register. Except as otherwise
provided herein, if at any time the Company pays less than the total amount of
dividends then accrued on account of the Preferred Stock, such payment shall be
distributed ratably among the holders of Preferred Stock based upon the number
of shares held by each Holder. Dividends due hereunder on a Dividend Payment
Date may, at the Company's option, be paid in, and dividends due hereunder on a
Conversion Date shall be paid in, shares of Common Stock calculated based upon
the average Per Share Market Value for the five (5) Trading Days immediately
preceding the Dividend Payment Date or the Conversion Date, as the case may be.
Other than conversion of the Stated Value of Preferred Stock into shares of
Common Stock on a Conversion Date, all other amounts due hereunder at any time
shall be paid in immediately available funds. Payment of dividends on the
Preferred Stock is further subject to the provisions of Section 5(a)(ii).

         (b) Notwithstanding anything to the contrary contained herein, the
Company may not issue shares of Common Stock in payment of dividends (and must
deliver immediately available funds in respect thereof) on the Preferred Stock
if:

              (i)    the number of shares of Common Stock at the time
                     authorized, unissued and unreserved for all purposes, or
                     held as treasury stock, is insufficient to issue such
                     dividends to be paid in shares of Common Stock;

              (ii)   the shares of Common Stock to be issued in respect of such
                     dividends are not registered for resale pursuant to an
                     effective registration statement that names the recipient
                     of such dividend as a selling stockholder thereunder; or

              (iii)  the shares of Common Stock to be issued in respect of such
                     dividends are not listed on the Nasdaq SmallCap Market or
                     Nasdaq National Market and any other exchange or quotation
                     system on which the Common Stock is then listed for
                     trading;

         (c) So long as any shares of Preferred Stock shall remain outstanding,
neither the Company nor any subsidiary thereof shall redeem, purchase or
otherwise acquire directly or indirectly any Junior Securities (as defined in
Section 6), nor shall the Company directly or indirectly pay or declare any
dividend or make any distribution (other than a dividend or distribution
described in Section 5) upon, nor shall any distribution be made in respect of,
any Junior Securities, nor shall any monies be set aside for or applied to the
purchase or redemption (through a sinking fund or otherwise) of any Junior
Securities, unless in each case all dividends on the Preferred Stock for all
past dividend periods shall have been paid.



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<PAGE>

         (d) Notwithstanding anything to the contrary contained herein, upon the
occurrence of an Event of Default and for so long as such Event of Default is
continuing, the dividend rate otherwise applicable specified in Section 2(a)
shall be increased to 10% per annum or, if less, the maximum rate permitted by
applicable law. In addition, the Company shall pay to the holders in immediately
available funds, as liquidated damages and not a penalty, 1% of the aggregate
Stated Value of the Preferred Stock then held by such holder on the date on
which the Event of Default occurs (the "Event Date") and on each monthly
anniversary of the Event Date (each holder being entitled to receive such
portion of such amount as equals its pro rata portion of the aggregate Stated
Value of all shares of Preferred Stock then outstanding), until such time as the
applicable Event of Default is cured. The provision of this Section are not
exclusive and shall in no way limit the Company's obligations under the Purchase
Agreement and the Registration Rights Agreement.

         Section 3. Voting Rights. Except as otherwise provided herein and as
otherwise provided by law, the Preferred Stock shall have no voting rights.
However, so long as any shares of Preferred Stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority in interest
of the shares of the Preferred Stock then outstanding, (i) alter or change
adversely the powers, preferences or rights given to the Preferred Stock or (ii)
authorize or create any class of stock ranking as to dividends or distribution
of assets upon a Liquidation senior to, prior to or pari passu with the
Preferred Stock.

         Section 4. Liquidation. Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"), the holders
of shares of Preferred Stock shall be entitled to receive out of the assets of
the Company, whether such assets are capital or surplus, for each share of
Preferred Stock an amount equal to the Stated Value, plus an amount equal to
accrued but unpaid dividends per share, whether declared or not, before any
distribution or payment shall be made to the holders of any Junior Securities,
and if the assets of the Company shall be insufficient to pay such amounts in
full, then the entire assets of the Company to be distributed shall be
distributed among the holders of Preferred Stock ratably in accordance with the
respective amounts that would be payable on such shares if all amounts payable
thereon were paid in full. A sale, conveyance or disposition of all or
substantially all of the assets of the Company or the effectuation by the


                                       8
<PAGE>

Company of a transaction or series of related transactions in which more than 33
1/3% of the voting power of the Company is disposed of, or a consolidation or
merger of the Company with or into any other company or companies or a
reclassification of the Common Stock shall not be treated as a Liquidation, but
instead shall be subject to the provisions of Section 5. The Company shall mail
written notice of any such Liquidation, not less than 60 days prior to the
payment date stated therein, to each record holder of Preferred Stock.

         Section 5. Conversion.

         (a)

              (i)    Each share of Preferred Stock shall be convertible into
                     shares of Common Stock at the Conversion Ratio (subject to
                     reduction under Sections 5(a)(ii) and 5(c)), at the option
                     of the holder in whole or in part at any time after the
                     Original Issue Date of such share of Preferred Stock. The
                     holder of the Preferred Stock shall effect conversions by
                     surrendering the certificate or certificates representing
                     the shares of Preferred Stock to be converted to the
                     Company, together with the form of conversion notice
                     attached hereto as Exhibit A (the "Holder Conversion
                     Notice"). Each Holder Conversion Notice shall specify the
                     number of shares of Preferred Stock to be converted and the
                     date on which such conversion is to be effected, which date
                     my not be prior to the date the holder of Preferred Stock
                     delivers such Notice by facsimile (the "Holder Conversion
                     Date"). If no Holder Conversion Date is specified in a
                     Holder Conversion Notice, the Holder Conversion Date shall
                     be the date that the Holder Conversion Notice is deemed
                     delivered pursuant to Section 5(j). Subject to Sections
                     5(a)(ii) and 5(c) and, as to the original holder of the
                     Preferred Stock (or its sole designee), subject to Section
                     4.3 of the Purchase Agreement, each Holder Conversion
                     Notice, once given, shall be irrevocable. If a holder is
                     converting less than all shares of Preferred Stock
                     represented by the certificate or certificates tendered by
                     such holder with the Holder Conversion Notice, or if a
                     conversion hereunder cannot be effected in full for any
                     reason, the Company shall promptly deliver to such holder
                     (in the manner within the time set forth in Section 5(c)) a
                     certificate for such number of shares of Preferred Stock as
                     have not been converted. Notwithstanding the foregoing, the
                     conversion rights of the original holder shall be limited
                     to the extent set forth in Section 4.3 of the Purchase
                     Agreement.



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<PAGE>

              (ii)   If on the Conversion Date applicable to any conversion of
                     any shares of Preferred Stock, (A) the Common Stock is then
                     listed for trading on the Nasdaq National Market, or the
                     Nasdaq SmallCap Market (if the rules of the Nasdaq Stock
                     Market are hereafter amended to extend Rule 4460(i)
                     promulgated thereby (or any successor or replacement
                     provision thereof) to the Nasdaq SmallCap Market), (B) the
                     Conversion Price (as defined below) then in effect is such
                     that the aggregate number of shares of Common Stock that
                     would then be issuable upon conversion of all outstanding
                     shares of Preferred Stock (after taking into account any
                     reduction required by Section 5(c)), together with any
                     shares of Common Stock previously issued upon conversion of
                     Preferred Stock, and together with any shares of Common
                     Stock issued in payment of dividends hereunder, would equal
                     or exceed 20% of the number of shares of Common Stock
                     outstanding on the Original Issue Date of such shares of
                     Preferred Stock (the "Issuable Maximum"), and (C) the
                     Company has not previously obtained Shareholder Approval
                     (as defined below), then the Company shall issue to the
                     converting holder of Preferred Stock the Issuable Maximum
                     and, with respect to any shares of Common Stock that would
                     be issuable to such holder in respect of the Conversion
                     Notice at issue in excess of the Issuable Maximum, the
                     converting holder shall have the option to require the
                     Company as promptly as possible, but in no event later than
                     60 days after such Conversion Date, convene a meeting of
                     the holders of the Common Stock and obtain the Shareholder
                     Approval. "Shareholder Approval" means the approval by a
                     majority of the total votes cast on the proposal, in person
                     or by proxy, at a meeting of the shareholders of the
                     Company or such other procedure as shall be permissible
                     under the General Corporation Law of the State of Delaware,
                     all held in accordance with the Company's Certificate of
                     Incorporation and by-laws, of the issuance by the Company
                     of shares of Common Stock exceeding the Issuable Maximum as
                     a consequence of the conversion of shares of Preferred
                     Stock into Common Stock at a price less than the greater of
                     the book or market value on the Original Issue Date as and
                     to the extent required pursuant to Rule 4460(i) of the
                     Nasdaq Stock Market (or any successor or replacement
                     provision thereof).



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         (b) On the six year anniversary of the Original Issue Date (the
"Company Conversion Date") for each share of Preferred Stock that has not
previously been converted, such share of Preferred Stock shall be automatically
convertible into shares of Common Stock at the Conversion Ratio (subject to
reduction under Section 5(c)); provided, however, that no shares of Preferred
Stock shall be converted (i) unless the Company shall have duly reserved for
issuance to the holder a sufficient number of shares of Common Stock to issue
upon such conversion; (ii) unless all of such shares may be converted into
shares of Common Stock in accordance with Section 5(a)(ii); or (iii) if an Event
of Default shall have occurred hereunder and is continuing. In connection with
such conversion, the Company shall deliver to the holders of such shares of
Preferred Stock a written notice in the form attached hereto as Exhibit B (the
"Company Conversion Notice"). The Company Conversion Notice shall specify the
number of shares of Preferred Stock that will be subject to automatic conversion
on the Company Conversion Date. The Company shall deliver or cause to be
delivered the Company Conversion Notice at least two (2) Trading Days before the
Company Conversion Date. The holders of the Preferred Stock shall surrender the
certificates representing such shares at the office of the Company or the Escrow
Agent not later than five (5) Trading Days after the Company Conversion Date.
Each of a Holder Conversion Notice and a Company Conversion Notice is sometimes
referred to herein as a "Conversion Notice", and each of a "Holder Conversion
Date" and a "Company Conversion Date" is sometimes referred to herein as a
"Conversion Date".

         (c) Not later than two (2) Trading Days after the Conversion Date, the
Escrow Agent will deliver to the holder of Preferred Stock (i) a certificate or
certificates representing the number of shares of Common Stock being acquired
upon the conversion of shares of Preferred Stock (subject to any reduction
required pursuant to Section 5(a)(ii)), including certificates representing the
number of shares of Common Stock as equals the accrued but unpaid dividends
thereon divided by the applicable Conversion Price, and (ii) one or more
certificates representing the number of shares of Preferred Stock not converted.
Any certificates representing shares of Common Tock to be delivered upon a
conversion hereunder shall be free of restrictive legends and trading
restrictions on the stock transfer books of the Company, except those
contemplated by Section 4.1(b) of the Purchase Agreement. The Escrow Agent shall
not be obligated to issue certificates evidencing the shares of Common Stock
issuable upon conversion of any shares of Preferred Stock and the counting of
Trading Days for purposes of any consequences under this Section for a failure
to deliver such certificates under this Section shall not begin until
certificates representing the shares of Preferred Stock to be converted are
delivered for conversion to the Escrow Agent, or until the holder notifies the
Company that such certificates representing the shares of Preferred Stock have
been lost, stolen or destroyed and provides a bond and other supporting


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documentation reasonably satisfactory to the Company and the Law Office of Cecil
S. Mathis (or other adequate security reasonably acceptable to the Company and
the Law Office of Cecil S. Mathis) to indemnify the Company from any loss
incurred by it in connection therewith, provided that, if the Company or the
Agent receives the original certificates representing the shares of Preferred
Stock being converted on or prior to the time specified for the delivery of such
shares of Common Stock or on or prior to the time at which liquidated damages
begin to accrue, the date of the Holder Conversion Notice shall be deemed to be
the date of delivery of such original certificates representing the shares of
Preferred Stock.

         (d)

              (i)    The conversion price for each share of Preferred Stock (the
                     "Conversion Price") in effect on any Conversion Date shall
                     be the lesser of (x) $0.70 (the "Fixed Conversion Price"),
                     and (y) sixty five percent (65%) of the average Per Share
                     Market Value for the five (5) Trading Days immediately
                     preceding the Conversion Date (the Floating Conversion
                     Price).

              (ii)   If the Company, at any time while any shares of Preferred
                     Stock are outstanding, (a) shall pay a stock dividend or
                     otherwise make any distributions on shares of its Junior
                     Securities payable in shares of its capital stock (whether
                     payable in shares of its Common Stock or of capital stock
                     of any class), (b) subdivide outstanding shares of Common
                     Stock into a larger number of shares, or (c) combine
                     outstanding shares of Common Stock into a smaller number of
                     shares, the Fixed Conversion Price designated in Section
                     5(d)(i) shall be multiplied by a fraction of which the
                     numerator shall be the number of shares of Common Stock of
                     the Company outstanding before such event and of which the
                     denominator shall be the number of shares of Common tock
                     outstanding after such event. Any adjustment made pursuant
                     to this Section 5(d)(ii) shall become effective immediately
                     after the effective date in the case of a subdivision or
                     combination.

              (iii)  If the Company, at any time while any shares of Preferred
                     Stock are outstanding, shall issue rights or warrants to
                     all holders of Common Stock entitling them to subscribe for
                     or purchase shares of Common Stock at a price per share
                     less than the Per Share Market Value of Common Stock at the
                     record date mentioned below, the Fixed Conversion Price
                     designated in Section 5(d)(i) shall be multiplied by a
                     fraction, of which the denominator shall be the number of


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                     shares of Common Stock (excluding treasury shares, if any,
                     but including warrants or options that would be included
                     for purposes of determining earnings per share in
                     accordance with generally accepted accounting principles)
                     outstanding on the date of issuance of such rights or
                     warrants plus the number of additional shares of Common
                     Stock offered for subscription or purchase, and of which
                     the numerator shall be the number of shares of Common Stock
                     (excluding treasury shares, if any, but including warrants
                     or options that would be included for purposes of
                     determining earnings per share in accordance with generally
                     accepted accounting principles) outstanding on the date of
                     issuance of such rights or warrants plus the number of
                     shares which the aggregate offering price of the total
                     number of shares so offered would purchase at such Per
                     Share Market Value. Such adjustment shall be made whenever
                     such rights or warrants are issued, and shall become
                     effective immediately after the record date for the
                     determination of stockholders entitled to receive such
                     rights or warrants. However, upon the expiration of any
                     right or warrant to purchase Common Stock the issuance of
                     which resulted in an adjustment in the Fixed Conversion
                     Price designated in Section 5(d)(i) pursuant to this
                     Section 5(d)(iii), if any such right or warrant shall
                     expire and shall not have been exercised the Fixed
                     Conversion Price designated in Section 5(d)(i) shall
                     immediately upon such expiration be increased to the price
                     which it would have been (but reflecting any other
                     adjustments in the Fixed Conversion Price made pursuant to
                     the provisions of this Section 5 after the issuance of such
                     rights or warrants) had the adjustment of the Fixed
                     Conversion Price made upon the issuance of such rights or
                     warrants been made on the basis of offering for
                     subscription or purchase only that number of shares of
                     Common Stock actually purchased upon the exercise of such
                     rights or warrants actually exercised.

              (iv)   If the Company, at any time while shares of Preferred Stock
                     are outstanding, shall distribute to all holders of Common
                     Stock (and not to holders of Preferred Stock) evidences of
                     its indebtedness or assets or rights or warrants to
                     subscribe for or purchase any security (excluding those


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<PAGE>

                     referred to in Section 5(d)(iii) above), then in each such
                     case the Fixed Conversion Price at which each share of
                     Preferred Stock shall thereafter be convertible and shall
                     be determined by multiplying the Fixed Conversion Price in
                     effect immediately prior to the record date fixed for
                     determination of stockholders entitled to receive such
                     distribution by a fraction of which the denominator shall
                     be the Per Share Market Value of Common Stock determined as
                     of the record date mentioned above, and of which the
                     numerator shall be such Per Share Market Value of the
                     Common Stock on such record date less the then fair market
                     value at such record date of the portion of such assets or
                     evidences of indebtedness so distributed applicable to one
                     outstanding share of Common Stock as determined by the
                     Board of Directors in good faith; provided, however that in
                     the event of a distribution exceeding ten percent (10%) of
                     the assets of the Company, such fair market value shall be
                     determined by a nationally recognized or major regional
                     investment banking firm or firm of independent certified
                     public accountants of recognized standing (which may be the
                     firm that regularly examines the financial statements of
                     the Company) (an "Appraiser") selected in good faith by the
                     holders of a majority in interest of the shares of
                     Preferred Stock then outstanding; and provided, further,
                     that the Company, after receipt of the determination by
                     such Appraiser shall have the right to select an additional
                     Appraiser, in which case the fair market value shall be
                     equal to the average of the determinations by each such
                     Appraiser. In either case the adjustments shall be
                     described in a statement provided to the holders of
                     Preferred Stock of the portion of assets or evidences of
                     indebtedness so distributed or such subscription rights
                     applicable to one share of Common Stock. Such adjustment
                     shall be made whenever any such distribution is made and
                     shall become effective immediately after the record date
                     mentioned above.

              (v)    All calculations under this Section 5 shall be made to the
                     nearest or the nearest 1/100th of a share, as the case may
                     be.


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<PAGE>

              (vi)   Whenever the Fixed Conversion Price is adjusted pursuant to
                     Section 5(d)(ii),(iii),(iv) or (v), the Company shall,
                     promptly mail to the holders of Preferred Stock a notice
                     setting forth the Fixed Conversion Price after such
                     adjustment and setting forth a brief statement of the facts
                     requiring such adjustment.

              (vii)  In case of any reclassification of the Common Stock, any
                     consolidation or merger of the Company with or into another
                     person pursuant to which the Company will not be the
                     surviving entity, the sale or transfer of all or
                     substantially all of the assets of the Company or any
                     compulsory share exchange pursuant to which the Common
                     Stock is converted into other securities, cash or property,
                     the holders of the Preferred Stock then outstanding shall
                     have the right thereafter to convert such shares into the
                     shares of stock and other securities, cash and property
                     receivable upon or deemed to be held by holders of Common
                     Stock following such reclassification, consolidation,
                     merger, sale, transfer or share exchange, and the holders
                     of the Preferred Stock shall be entitled upon such event to
                     receive such amount of securities, cash or property as
                     would be payable to the holders of the shares of the Common
                     Stock of the Company into which such shares of Preferred
                     Stock could have been converted immediately prior to such
                     reclassification, consolidation, merger, sale, transfer or
                     share exchange. The terms of any such consolidation,
                     merger, sale, transfer or share exchange shall include such
                     terms so as to continue to give the holder of Preferred
                     Stock the right to receive the securities, cash or property
                     set forth in this Section 5(d)(vii) upon any conversion
                     following such consolidation, merger, sale, transfer or
                     share exchange. This provision shall similarly apply to
                     successive reclassifications, consolidations, mergers,
                     sales, transfers or share exchanges.

              (viii) If:

                     (A)      the Company shall declare a dividend (or any other
                              distribution) on its Common Stock (other than a
                              subdivision of the outstanding shares of Common
                              Stock) or shall authorize a repurchase or
                              redemption or otherwise enter into any other
                              transaction (including a stock split,


                                       15
<PAGE>
                              recapitalization or other transaction) which would
                              cause a decrease in the number of its shares of
                              Common Stock issued and outstanding (other than
                              transactions that similarly decrease the number of
                              shares of Common Stock into which shares of
                              Preferred Stock are convertible); or

                     (B)      the Company shall declare a special nonrecurring
                              cash dividend on its then outstanding Common
                              Stock; or

                     (C)      the Company shall authorize the granting to all
                              holders of the Common Stock rights or warrants to
                              subscribe for or purchase any shares of capital
                              stock of any class or of any rights; or

                     (D)      the approval of any stockholders of the Company
                              shall be required in connection with any
                              reclassification of the Common Stock of the
                              Company (other than a subdivision or combination
                              of the outstanding shares of Common Stock), any
                              consolidation or merger to which the Company is a
                              party, any sale or transfer of all or
                              substantially all of the assets of the Company, or
                              any compulsory share exchange whereby the Common
                              Stock is converted into other securities, cash or
                              property; or

                     (E)      the Company shall authorize the voluntary or
                              involuntary dissolution, liquidation or winding-up
                              of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Preferred Stock, and shall cause to be mailed to
the holders of Preferred Stock at their last respective addresses as they shall
appear upon the Register, at least 30 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
repurchase, redemption, rights or warrants are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding-up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding-up; provided, however, that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.



                                       16
<PAGE>

         (e) If at any time conditions shall arise by reason of action taken by
the company which in the opinion of the Board of Directors are not adequately
covered by the other provisions hereof and which might materially and adversely
affect the rights of the holders of Preferred Stock (different than or
distinguished form the effect generally on rights of holders of any class of the
Company's capital stock) or if at any time any such conditions are expected to
arise by reason of any action contemplated by the Company, the Company shall, at
least 30 calendar days prior to the effective date of such action, mail a
written notice to each holder of Preferred Stock briefly describing the action
contemplated and the material adverse effects of such action on the rights of
such holders and an Appraiser selected by the holders of majority in interest of
the Preferred Stock shall give its opinion as to the adjustment, if any (not
inconsistent with the standards established in this Section 5), of the
Conversion Price (including, if necessary, any adjustment as to the securities
into which shares of Preferred Stock may thereafter be convertible) and any
distribution which is or would be required to preserve without diluting the
rights of the holders of shares of Preferred Stock; provided, however, that the
Company, after receipt of the determination by such Appraiser, shall have the
right to select an additional Appraiser, in which case the adjustment shall be
equal to the average of the adjustments recommended by each such Appraiser. The
Board of Directors shall make the adjustment recommended forthwith upon the
receipt of such opinion or opinions or the taking of any such action
contemplated, as the case my be; provided, however, that no such adjustment of
the Conversion Price shall be made which in the opinion of the Appraiser(s)
giving the aforesaid opinion or opinions would result in an increase of the
Conversion Price to more than the Conversion Price then in effect.

         (f) The Company (i) represents and warrants that as of the Initial
Original Issue Date (as defined in Section 6) it has place in escrow for
issuance upon conversion of Preferred Stock, as herein provided, out of its
authorized and unissued Common Stock free from preemptive rights or any other
actual or contingent purchase rights of persons other than holder of Preferred
Stock, twice the number of shares of Common Stock as would be issuable upon
conversion of all of the shares of the Preferred Stock that are authorized for
issuance hereunder as if all such shares were issued on, and such conversion had
occurred on, the Initial Original Issue Date and (ii) covenants that it will at
all times reserve and keep available out of its authorized and unissued Common
Stock solely for the purpose of issuance upon conversion of Preferred Stock as


                                       17
<PAGE>

herein provided, free from preemptive rights or any other actual or contingent
purchase rights of persons other than the holders of Preferred Stock, twice the
number of shares of Common Stock as shall be issuable (taking into account the
adjustments and restrictions of Section 5(d) hereof) upon the conversion of the
aggregate of all outstanding shares of Preferred Stock that are authorized for
issuance hereunder. The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly and validly authorized, issued
and fully paid and nonassessable.

         (g) Upon a conversion hereunder, the holder of Preferred Stock shall be
entitled to receive, in lieu of the final fraction of a share, one whole share
of Common Stock.

         (h) The issuance of certificates for shares of Common Stock on
conversion of Preferred Stock shall be made without charge to the holders
thereof for any documentary stamp or similar taxes that may be payable in
respect of the issue or delivery of such certificate, provided that the Company
shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance an delivery of any such certificate upon
conversion in a name other than that of the holder of such shares of Preferred
Stock so converted and the Company shall not be required to issue or deliver
such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

         (i) Shares of Preferred Stock converted into Common Stock shall be
canceled and shall have the status of authorized but unissued shares of
preferred stock.

         (j) Any and all notices or other communications or deliveries to be
provided by the holder hereunder, including, without limitation, any Conversion
Notice, shall be in writing and delivered personally, by facsimile, sent by a
nationally recognized overnight courier service or sent by certified or
registered mail, postage prepaid, addressed to the attention of the Chief
Executive Officer of the Company at the facsimile telephone number or address of
the principal place of business of the Company, with a copy to the Law Office of
Cecil S. Mathis and a copy to the Escrow Agent. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile, sent by a nationally recognized
overnight courier service or sent by certified or registered mail, postage
prepaid, addressed to the holder at the facsimile telephone number or address of
the holder appearing on the books of the Company, or if no such facsimile
telephone or address appears, at the principal place of business of the holder.
Any notice or other communication or deliveries hereunder shall be deemed given


                                       18
<PAGE>

and effective on the earliest of (i) the date of transmission, if delivered via
facsimile at the facsimile telephone number specified in the Purchase Agreement
prior to 4:30 p.m. (Eastern Time) on a Trading Day, (ii) the Trading Day after
the date of transmission, if delivered via facsimile at the facsimile telephone
number specified in the Purchase Agreement later than 4:30 p.m. (Eastern Time)
on any date and earlier than 11:59 p.m. (Eastern Time) on such date, (iii) the
Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given.

         Section 6. Definitions. For the purposes hereof, the following terms
shall have the following meanings:

         "Business Day" means any day of the year on which commercial banks are
not required or authorized to be closed in New York City.

         "Common Stock" means shares now or hereafter authorized of the class of
Common Stock, $.0001 par value, of the Company, stock of any other class into
which such shares may hereafter have been reclassified or changed and any other
equity securities of the Company hereafter designated as Common Stock.

         "Conversion Amount" means, with respect to any shares of Preferred
Stock surrendered for conversion hereunder, the Stated Value of such share of
Preferred Stock plus accrued but unpaid dividends thereon through and including
the applicable Conversion Date.

         "Conversion Ratio" means, at any time, the quotient obtained by
dividing the Conversion Amount by the Conversion Price at such time.

         "Event of Default," wherever used herein, means any one of the
following events (whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

         (a) any default by the Company to pay when due and payable dividends on
any shares of Preferred Stock, either on a Dividend Payment Date or Conversion
Date, or any other amounts hereunder, as and when the same shall become due and
payable, either on an Interest Payment Date or the Conversion Date, by
acceleration or otherwise, or, within five (5) Business Days following the
delivery of notice to the Company, any fees or any other amounts payable (and
not otherwise referred to in this clause (a)) by the Company under the Purchase
Agreement.



                                       19
<PAGE>

         (b) the Company shall fail to timely observe or perform any other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this Certificate of Designation, the Purchase Agreement, the Escrow Agreement,
or any Warrants, and such failure or breach shall not have been remedied within
five (5) Business Days after the date on which notice of such failure or breach
shall have been given or such other cure period as may specifically be provided
herein or in such other agreements with respect to any particular covenant,
agreement or warranty.

         (c) the Company or any of its subsidiaries shall commence a voluntary
case under the United States Bankruptcy Code as now or hereafter in effect or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Company under the Bankruptcy Code and the petition is not
controverted within 30 days, or is not dismissed within 60 days after
commencement of such involuntary case; or a "custodian" (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial
part of the property of the Company or the Company commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relation to the Company or there
is commenced against the Company any such proceeding which remains undismissed
for a period of 60 days; or the Company is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is
entered; or the Company suffers any appointment of any custodian or the like for
it or any substantial part of its property which continues undischarged or
unstayed for a period of 60 days; or the Company makes a general assignment for
the benefit of creditors; or the Company shall call a meeting of its creditors
with a view to arranging a composition or adjustment of its debts; or the
Company shall by any act or failure to act indicate its consent to, approval of
or acquiescence in any of the foregoing, or any corporate or other action is
taken by the Company for the purpose of effecting any of the foregoing.

         (d) the Company shall fail to pay any amount of principal or interest
on any mortgage, credit agreement or other facility, indenture or other
instrument under which there may be issued, or by which there may be secured or
evidenced, any indebtedness of the Company in an amount exceeding one hundred
thousand dollars ($100,000) (collectively, "Indebtedness"), whether such
Indebtedness now exists or shall hereafter be created, when and as the same
shall become due and payable, or the Company shall fail to observe or perform
any term, covenant or agreement contained in any agreement or instrument
evidencing or governing any of such Indebtedness if the cure period for such
term, covenant or agreement contained in such agreement or instrument has run
and the holder or holders of such Indebtedness or a trustee on their behalf
shall have the right to cause such Indebtedness to become due prior to its
stated maturity;



                                       20
<PAGE>

         (e) the Company shall have its Common Stock delisted from the NASD OTC
Bulletin Board or other national securities exchange or market on which such
Common Stock is listed for trading or suspended from trading thereon, and shall
not have its Common Stock relisted or have such suspension lifted, as the case
may be, within five days;

         (f) the Company shall fail to deliver to the Holder or to the Escrow
Agent share certificates representing the Common Shares to be issued upon
conversion of the Preferred Stock within 10 calendar days of the Conversion
Date; or

         (g) the Company shall issue a Press Release, or otherwise make publicly
known, that it is not honoring properly executed Holder Conversion Notices for
any reason whatsoever.

         (h) the entry of any judgments against the Company aggregating more
than $100,000. "Initial Original Issue Date" means the Original Issue Date for
the first shares of Preferred Stock issued hereunder.

         "Junior Securities" means the Common Stock and all other classes of
equity securities of the Company, other than the Series B Convertible Preferred
Stock.

         "Original Issue Date" shall mean, with respect to any share of
Preferred Stock, the date of first issuance of such share of Preferred Stock
regardless of the number of transfers of such share of Preferred Stock and
regardless of the number of certificates which may be issued to evidence such
share of Preferred Stock.

         "Per Share Market Value" means on any particular date (a) the closing
bid price per share of the Common Stock on such date on the Nasdaq National
Market or other stock exchange on which the Common Stock is then listed, as
reported on Bloomberg, L.P. or if there is no such bid on such date, then the
last closing bid price on such exchange on the date nearest preceding such date,
as reported on Bloomberg, L.P., or (b) if the Common Stock is not listen on the
Nasdaq National Market or any stock exchange, the closing bid price for a share
of Common Stock on such date on the Nasdaq SmallCap Market or the NASD OTC
Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or
agency succeeding to its functions of reporting prices), or (c) if the Common
Stock is no longer reported on Bloomberg, L.P. (or similar organization or


                                       21
<PAGE>

agency succeeding to its functions of reporting prices), then the average of the
"Pink Sheet" bids on such date, or (d) if the Common Stock is no longer publicly
traded, the fair market value of a share of Common Stock as determined by an
Appraiser selected in good faith by the holders of a majority in interest of the
shares of Preferred Stock then outstanding; provided, however, that the Company,
after receipt of the determination by such Appraiser, shall have the right to
select an additional Appraiser, in which case the fair market value shall be
equal to the average of the determinations by each such Appraiser.

         "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Trading Day" means (a) a day on which the Common Stock is traded on
the Nasdaq National Market or Nasdaq SmallCap Market or principal national
securities exchange or market on which the Common Stock has been listed or
quoted, or (b) if the Common Stock is not listed or quoted on the Nasdaq
National Market or Nasdaq SmallCap Market or any principal national securities
exchange or market, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding its functions of
reporting prices).








                                       22
<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION
                            AT THE ELECTION OF HOLDER


(To be Executed by the Registered Holder to Convert shares of Series A
Convertible Preferred Stock)

The undersigned hereby irrevocably elects to convert the number of shares of
Series A Convertible Preferred Stock (The Series A Preferred Stock) indicated
below into shares of Common Stock, par value $.0001 per share (the "Common
Stock"), of Aamaxan Transport Group, Inc. (the "Company") according to the
conditions hereof, as of the date written below. If shares are to be issued in
the name of a person other than undersigned, the undersigned will pay all
transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in accordance
therewith. A fee of $350 will be charged to the Holder for any conversion by the
Escrow Agent. NO other fees will be charged to the Holder, except for such
transfer taxes, if any.

Conversion calculations:

        ----------------------------------------------------------------
                            Date to Effect Conversion


        ----------------------------------------------------------------
          Number of shares of Series A Preferred Stock to be Converted


        ----------------------------------------------------------------
                           Applicable Conversion Price


        ----------------------------------------------------------------
           Amount of Accrued but Unpaid Dividends due on the Series A
                         Preferred Stock to be Converted


        ----------------------------------------------------------------
                  Number of shares of Common Stock to be Issued


         ----------------------------------------------------------------
                                    Signature


              ----------------------------------------------------
                                      Name


              ----------------------------------------------------
                                     Address




                                       23
<PAGE>

                                    EXHIBIT B

                          AAMAXAN TRANSPORT GROUP, INC.

                         NOTICE OF AUTOMATIC CONVERSION

The undersigned in the name and on behalf of Aamaxan Transport Group, Inc. (the
"Company") hereby notifies the addressee hereof that [ ] shares of the Series A
Convertible Preferred Stock held by the Holder will be converted into shares of
Common Stock, par value $.0001 per share (the "Common Stock"), of the Company
according to the terms of the Preferred Stock, as of the date written below. No
fee will be charged to the Holder for any conversion hereunder, except for such
transfer taxes, if any which may be incurred by the Company if shares are to be
issued in the name of a person other than the person to whom this notice is
addressed.


Conversion calculations:

        ----------------------------------------------------------------
                            Date to Effect Conversion


        ----------------------------------------------------------------
          Number of shares of Series A Preferred Stock to be Converted


        ----------------------------------------------------------------
                           Applicable Conversion Price


        ----------------------------------------------------------------
           Amount of Accrued but Unpaid Dividends due on the Series A
                         Preferred Stock to be Converted


        ----------------------------------------------------------------
                  Number of shares of Common Stock to be Issued


        ----------------------------------------------------------------
                                    Signature


        ----------------------------------------------------------------
                                      Name


        ----------------------------------------------------------------
                                     Address



                                       24
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          AAMAXAN TRANSPORT GROUP, INC.
             -------------------------------------------------------
                         Pursuant to Section 242 of the
                       General Corporation Law of Delaware
             -------------------------------------------------------


         The undersigned President of Aamaxan Transport Group, Inc.
("Corporation") DOES HEREBY CERTIFY:

         FIRST: The fourth paragraph of the Certificate of Incorporation of the
Corporation is hereby modified to effect a reverse split of the issued and
outstanding shares of common stock of the Corporation at the rate of one new
share of common stock for each 100 issued and outstanding shares of common
stock. Fractional shares of common stock will not be issued, however, the
Corporation will issue such amount of common stock so that on an aggregate basis
of the common stock held by a stockholder that holds a fractional share as a
result of the reverse split, the fractional share will be rounded up to the next
whole share. The number of shares of authorized common stock will not be
affected by the reverse split.

         SECOND. The Certificate of Incorporation of the Corporation is hereby
amended by deleting the first paragraph of the Fourth Article in its entirety
and by substituting the following new first paragraph in lieu thereof:

         "The total number of authorized shares which the corporation is
         authorized to issue shall be 200,000,000 shares of common stock having
         a par value of $0.0001 per share and 10,000,000 shares of  preferred
         stock having a par value of $0.001 per share."

         THIRD: The foregoing Amendment to the Certificate of Incorporation was
duly approved by the Corporation's Board of Directors in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware and thereafter was duly adopted by the affirmative vote of the holders
of a majority of the outstanding stock entitled to vote thereon at a meeting of
stockholders.

         IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
25th day of September ___, 2007.

                                     /s/ Marc Juliar
                                     -----------------
                                     By:  Marc Juliar,
                                     Title:  President




                                       25




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