Exhibit 3.1

# SECOND ARTICLES OF
AMENDMENT AND RESTATEMENT
OF THE
ARTICLES OF
INCORPORATION 
OF
GEVITY HR, INC.

TO THE FLORIDA SECRETARY OF STATE:

Gevity
HR, Inc., a  corporation  organized  and  existing  under the laws of the State of
Florida,  hereby certifies as follows:

The
original Articles of Incorporation of Gevity HR, Inc. were filed with the Florida
Secretary of State on February 28, 1997. Articles of Amendment and Restatement were filed
on June 3, 2002 and Articles of Amendment were filed on June 5, 2003.

These
Second Articles of Amendment and Restatement of the Articles of Incorporation of Gevity
HR, Inc. do not contain an amendment requiring shareholder approval and were duly adopted
by the Board of Directors of Gevity HR, Inc. on August 13, 2003 in accordance with the
provisions of Sections 607.1002 and 607.1007 of the Florida Business Corporation Act.
Pursuant to those sections, Gevity HR, Inc. hereby amends and restates its Articles of
Incorporation in their entirety, superseding entirely all other previous filings.

# ARTICLE I. NAME

The
name of the corporation is Gevity HR, Inc. (the Corporation).

# ARTICLE II. PRINCIPAL
OFFICE

The
principal office of the Corporation in the State of Florida is located at 600 301
Boulevard West, Suite 202, Bradenton, Florida 34205.

# ARTICLE III. PURPOSE

The
purpose for which the Corporation is organized is to engage in any lawful act or activity
for which corporations may be organized under the Florida Business Corporation Act.

# ARTICLE IV. CAPITAL
STOCK

The
total number of shares of capital stock which the Corporation is authorized to issue is
110,000,000, divided into two classes as follows:

| | (1)
              100,000,000 shares of common stock, $.01 par value per
share (Common           Stock); and
| | --------------------------------------------------------------------------------------------------------------




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| | (2)
    10,000,000 shares of preferred stock, $.01 par value per
          share (Preferred Stock).
| | -----------------------------------------------------------------------------------------------------

The
designations, preferences, qualifications, limitations, restrictions and the special or
relative rights granted to or imposed upon the Common Stock and Preferred Stock of the
Corporation are as follows:

| | (a) | Provisions
Relating to the Common Stock
| | --- | ---------------------------------------

| | (1)
       Each holder of Common Stock shall be entitled
to one vote for each share of           Common Stock standing in such holders name
on the records of the           Corporation on each matter submitted to a vote of the
shareholders.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
                 Subject to the rights of the holders of the Preferred Stock, the holders of the
          Common Stock shall be entitled to receive when, as, and if declared by the
Board           of Directors, out of funds legally available therefor, dividends payable
in           cash, stock or otherwise.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
                 Upon any liquidation, dissolution, or winding up of the Corporation, whether
          voluntary or involuntary, and after the holders of the Preferred Stock and the
          holders of any bonds, debentures or other obligations of the Corporation shall
          have been paid in full the amounts to which they shall be entitled (if any), or
          a sum sufficient for such payment in full shall have been set aside, the
          remaining net assets of the Corporation shall be distributed pro rata to the
          holders of the Common Stock in accordance with their respective rights and
          interests, to the exclusion of the holders of the Preferred Stock and any
bonds,           debentures or other obligations of the Corporation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Provisions
Relating to the Preferred Stock
| | --- | ------------------------------------------

| | (1)
                 The Preferred Stock may be issued from time to time in one or more classes or
          series, the shares of each class or series to have such designations and
powers,           preferences and rights, and the qualifications, limitations, and
restrictions           thereof as are stated and expressed herein and in the resolution
or resolutions           providing for the issuance of such class or series adopted by
the Board of           Directors as hereafter prescribed.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
                 Authority is hereby expressly granted to and vested in the Board of Directors
to           authorize the issuance of the Preferred Stock from time to time in one or
more           classes or series, and with respect to each such class or series of the
          Preferred Stock, to fix and state by the resolution or resolutions from time to
          time adopted providing for the issuance thereof the following:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)
                 whether or not such class or series is to have voting rights, full, special, or
          limited, or is to be without voting rights, and whether or not such class or
          series is to be entitled to vote as a separate class either alone or together
          with the holders of one or more other classes or series of stock;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)
                 the number of shares to constitute such class or series and the designations
          thereof;
| | ---------------------------------------------------------------------------------------------------------------------

| | (iii)
                 the preferences, and relative, participating, optional, or other special
rights,           if any, and the qualifications, limitations, or restrictions thereof,
if any,           with respect to any such class or series;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
                 whether or not the shares of any such class or series shall be redeemable at
the           option of the Corporation or the holders thereof or upon the happening of
any           specified event, and, if redeemable, the redemption price or prices (which
may           be payable in the form of cash, notes, securities, or other property), and
the           time or times at which, and the terms and conditions upon which, such
shares           shall be redeemable and the manner of redemption;
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| | (v)
                 whether or not the shares of such class or series shall be subject to the
          operation of retirement or sinking funds to be applied to the purchase or
          redemption of such shares for retirement, and, if such retirement or sinking
          fund or funds are to be established, the annual amount thereof, and the terms
          and provisions relative to the operation thereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)
                 the dividend rate, whether dividends are payable in cash, stock of the
          Corporation, or other property, or a combination thereof, the conditions upon
          which and the times when such dividends are payable, the preference to or the
          relation to the payment of dividends payable on any other class or classes or
          series of stock, whether such dividends shall be cumulative or noncumulative,
          and if cumulative, the date or dates from which such dividends shall
accumulate;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)
                 the preferences, if any, and the amounts thereof which the holders of any such
          class or series shall be entitled to receive upon the voluntary and involuntary
          dissolution of, or upon any distribution of the assets of, the Corporation;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (viii)
                 whether or not the shares of any such class or series, at the option of the
          Corporation or the holder thereof or upon the happening of any specified event,
          shall be convertible into or exchangeable for the shares of any other class or
          classes or of any other series of the same or any other class or classes of
          stock, securities or other property of the Corporation, and the conversion
price           or prices, ratio or ratios, or the rate or rates at which such exchange
may be           made, with such adjustments, if any, as shall be stated and expressed or
          provided for in such resolution or resolutions; and
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| | (ix)
                 such other special rights and provisions with respect to any such class or
          series as may seem advisable to the Board of Directors.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)
                 The shares of each class or series of the Preferred Stock may vary from the
          shares of any other class or series thereof in any or all of the foregoing
          respects. The Board of Directors may increase the number of shares of Preferred
          Stock designated for any existing class or series by a resolution adding to
such           class or series authorized and unissued shares of the Preferred Stock not
          designated for any other class or series. The Board of Directors may decrease
          the number of shares of the Preferred Stock designated for any existing class
or           series by a resolution, subtracting from such series unissued shares of the
          Preferred Stock designated for such class or series, and the shares so
          subtracted shall become authorized, unissued, and undesignated shares of the
          Preferred Stock.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | General
| | --- | -------

| | (1)
                 Subject to the foregoing provisions of these Articles of Incorporation, the
          Corporation may issue shares of its Preferred Stock and Common Stock from time
          to time for such consideration (in any form, but not less in value than the par
          value thereof) as may be fixed by the Board of Directors, which is expressly
          authorized to fix the same in its absolute and uncontrolled discretion subject
          to the foregoing conditions. Shares so issued for which the consideration shall
          have been paid or delivered to the Corporation shall be deemed fully paid stock
          and shall not be liable to any further call or assessment thereon, and the
          holders of such shares shall not be liable for any further payments in respect
          of such shares.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
                 The Corporation shall have authority to create and issue rights and options
          entitling their holders to purchase or otherwise acquire shares of the
          Corporations capital stock of any class or series or other securities of
          the Corporation, and such rights and options shall be evidenced by
instrument(s)           approved by the Board of Directors or any committee thereof. The
Board of           Directors or any committee thereof shall be empowered to set the
exercise price,           duration, times for exercise, and other terms of such options
or rights;           provided, however, that the consideration to be received (which may
be in any           form) for any shares of capital stock subject thereto shall have a
value not           less than the par value thereof.
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| | (d) | Certificate
of Designation of Series A Convertible, Redeemable Preferred           Stock
| | --- | ----------------------------------------------------------------------------------------

Pursuant
to this Article IV, there is hereby designated, created and provided for a series of
Preferred Stock, which shall be designated as the Series A Convertible, Redeemable
Preferred Stock, shall consist of 30,000 shares, and shall have the preferences,
qualifications, limitations, restrictions and rights as set forth in the following
Certificate of Designation:

| | Section | 1.
             Dividends.
| | ------- | --------------------------

1A.       
          General Obligation. When and as declared by the Corporations Board
          of Directors and to the extent permitted under the Florida Business Corporation
          Act, the Corporation shall pay preferential dividends in cash to the holders of
          the Series A Preferred Stock (the Series A Preferred) as
          provided in this Section 1. Except as otherwise provided herein
          (including, without limitation, Section 7B(i)), dividends on each share
          of the Series A Preferred (a Share) shall accrue on a daily
          basis at the rate of 4% per annum on the sum of the Liquidation Value
          thereof plus all accumulated and unpaid dividends thereon from and including the
          date of issuance of such Share to and including the first to occur of (i) the
          date on which the Liquidation Value of such Share plus all accrued and unpaid
          dividends thereon or applicable Redemption Price is paid to the holder thereof
          in connection with the liquidation of the Corporation or the redemption of such
          Share by the Corporation, (ii) the date on which such Share is converted into
          shares of Conversion Stock hereunder or (iii) the date on which such share is
          otherwise acquired by the Corporation; provided that, as of any date of
          determination, the dividends that have accrued pursuant to this Section
          1A shall be reduced (but in no event to less than $0) by the amount of
          dividends (if any) that have been paid pursuant to Section 1D since the
          immediately preceding Dividend Payment Date (including on the current Dividend
          Payment Date, if applicable). Such dividends shall accrue whether or not they
          have been declared and whether or not there are profits, surplus or other funds
          of the Corporation legally available for the payment of dividends. The date on
          which the Corporation initially issues any Share shall be deemed to be its
          date of issuance regardless of the number of times transfer of such
          Share is made on the stock records maintained by or for the Corporation and
          regardless of the number of certificates which may be issued to evidence such
          Share.

1B.       
          Dividend Payment Dates. All dividends which have accrued on the
          Series A Preferred shall be payable in cash on January 31, April 30, July
          31 and October 31 of each year, beginning July 31, 2003 (the
          Dividend Payment Dates), and to the extent not paid on any
          Dividend Payment Date, all dividends which have accrued on each Share
          outstanding during the three-month period (or other period in the case of the
          initial Dividend Payment Date) ending upon each such Dividend Payment Date shall
          be accumulated and shall remain accumulated dividends with respect to such Share
          until paid to the holder thereof.

1C.       
          Distribution of Partial Dividend Payments. Except as otherwise provided
          herein, if at any time the Corporation pays less than the total amount of
          dividends then accrued with respect to the Series A Preferred, such payment
          shall be distributed pro rata among the holders thereof based upon the
          aggregate accrued but unpaid dividends on the Sharesheld by each such
          holder.

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1D.       
          Participating Dividends. In addition to any other dividends accruing or
          declared hereunder, in the event that the Corporation declares or pays any
          dividends upon the Common Stock (whether payable in cash, securities or other
          property) other than dividends payable solely in shares of Common Stock, the
          Corporation also shall declare and pay to the holders of the Series A Preferred,
          at the same time that it declares and pays such dividends to the holders of the
          Common Stock, the dividends which would have been declared and paid with respect
          to the Common Stock issuable upon conversion of the Series A Preferred had all
          of the outstanding Series A Preferred been converted immediately prior to the
          record date for such dividend or, if no record date is fixed, the date as of
          which the record holders of Common Stock entitled to such dividends are to be
          determined.

Section
2.       Liquidation.

2A.       
          Liquidation Events. Upon any liquidation, dissolution or winding up of
          the Corporation (whether voluntary or involuntary) (a Liquidation
          Event), each holder of Series A Preferred shall be entitled to be
          paid, before any distribution or payment is made upon any Junior Securities, an
          amount in cash equal to the greater of (i) the aggregate Liquidation Value
          of all Shares held by such holder plus all accrued and unpaid dividends thereon
          and (ii) the aggregate amount that would be paid in connection with such
          Liquidation Event with respect to the Common Stock issuable upon conversion of
          all Shares held by such holder had all of the outstanding Series A Preferred
          been converted immediately prior to such Liquidation Event, and the holders of
          Series A Preferred shall not be entitled to any further payment. If upon any
          such Liquidation Event the Corporations assets to be distributed among the
          holders of the Series A Preferred are insufficient to permit payment to such
          holders of the aggregate amount which they are entitled to be paid under this
          Section 2A, then the entire assets available to be distributed to the
          Corporations stockholders shall be distributed pro rata among such
          holders based upon the aggregate Liquidation Value (plus all accrued and unpaid
          dividends) of the Series A Preferred held by each such holder.

2B.       
          Notice. Not less than 40 days and not more than 90 days prior to the
          payment date stated therein, the Corporation shall deliver written notice of any
          such Liquidation Event, and not less than 40 days and not more than 90 days
          prior to consummating any transaction deemed a Liquidation Event as described in
          Section 2C below, the Corporation shall deliver written notice of such
          transaction, in each case to each record holder of Series A Preferred, setting
          forth in reasonable detail the amount of proceeds to be paid with respect to
          each Share and each share of Common Stock in connection with such Liquidation
          Event or the terms of such transaction described in Section 2C (including
          the amount to be paid with respect to each Share and each share of Common Stock
          in connection therewith), as the case may be.

2C.       
          Deemed Liquidation Events. Upon the election of the Majority Holders
          delivered to the Corporation within 15 days after receipt of the
          Corporations notice to the holders of Series A Preferred under Section
          2B, any consolidation or merger of the Corporation with or into another
          entity or entities (whether or not the Corporation is the surviving entity) or
          any sale or transfer by the Corporation of all or substantially all of its
          assets (determined either for the Corporation alone or with its Subsidiaries on
          a consolidated basis) or any sale, transfer or issuance or series of sales,
          transfers and/or issuances of shares of the Corporations capital stock by
          the Corporation or the beneficial or record holders thereof as a result of which
          such holders of the Corporations outstanding capital stock possessing the
          voting power (under ordinary circumstances) to elect a majority of the
          Corporations Board of Directors immediately prior to such sale or issuance
          cease to own the Corporations outstanding capital stock possessing the
          voting power (under ordinary circumstances) to elect a majority of the
          Corporations Board of Directors, shall be deemed to be a Liquidation Event
          for purposes of this Section 2, and the holders of the Series A Preferred
          shall be entitled to receive a payment from the Corporation equal to the amounts
          payable with respect to the Series A Preferred upon a Liquidation Event under
          this Section 2(the Liquidation Payment Amount) in
          cancellation of their Shares upon the consummation of any such transaction;
          provided that the foregoing provision shall not apply to any merger in
          which (i) the Corporation is the surviving entity, (ii) the terms of the Series
          A Preferred are not changed and the Series A Preferred is not exchanged for any
          cash, securities or other property, (iii) the beneficial holders of the
          Corporations outstanding capital stock immediately prior to the merger
          shall continue to own the Corporations outstanding capital stock
          possessing the voting power (under ordinary circumstances) to elect

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a majority
          of the Corporations Board of Directors and (iv) no Person or group of
          Persons (as the term group is used under the Securities Exchange Act
          of 1934), other than the holders of Series A Preferred as of the date of
          the Purchase Agreement, has beneficial ownership (as that term is
          used under the Securities Exchange Act of 1934, as amended) of more than 25% of
          the outstanding Common Stock. The Corporation shall give prompt written notice
          of any such election of the Majority Holders to all other holders of Series A
          Preferred within five days after the receipt thereof, and each such holder shall
          have until the fifth business day prior to the date of consummation of such
          deemed Liquidation Event to demand payment from the Corporation of the
          Liquidation Payment Amount in cancellation of their Shares upon the consummation
          of any such transaction. The Majority Holders shall have the right to elect the
          benefits of either this Section 2 or Section 3J hereof
          in connection with any such merger, consolidation or sale of assets.

Section
3.       Redemptions.

3A.       
          Offers by Corporation to Redeem. The Corporation may offer to redeem
          10,000 Shares of Series A Preferred (as such number of shares is proportionately
          adjusted for subsequent stock splits, combinations, dividends,
          recapitalizations, reclassifications and similar events) (or such lesser number
          of Shares then outstanding) (such number of Shares, the Offered
          Shares, and such offer to redeem the Offered Shares, a
          Redemption Offer) on July 31 of each of years 2006, 2007 and
          2008 (the Scheduled Offered Redemption Dates), by giving
          written notice to the holders of Series A Preferred of such election not more
          than 90 nor less than 60 days prior to each applicable Scheduled Offered
          Redemption Date. The Majority Holders may accept such Redemption Offer with
          respect to all or any portion of their Shares (the Majority
          Holders Accepted Shares) by giving written notice to the
          Corporation on or prior to July 1 of such year. Upon receipt of such notice, the
          Corporation (a) shall give written notice of such acceptance to all other
          holders of Series A Preferred within five days of any such acceptance by the
          Majority Holders, and such other holders may request redemption with respect to
          all or any portion of their Shares of Series A Preferred (such Shares, together
          with the Majority Holders Accepted Shares, the Accepted
          Shares) by delivering written notice to the Corporation on or prior to
          July 16 of such year, and (b) shall be obligated to redeem all Accepted Shares
          up to (but not in excess of) the number of Offered Shares on the applicable
          Scheduled Offered Redemption Date at a price per Share equal to the Premium
          Redemption Price.

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3B.       
          Demand by Majority Holders to Redeem. The Majority Holders may demand
          redemption of up to 10,000 Shares of Series A Preferred (as such number of
          shares is proportionately adjusted for subsequent stock splits, combinations,
          dividends, recapitalizations, reclassifications and similar events) (or such
          lesser number of Shares then outstanding) (such number of Shares, the
          Maximum Demand Shares, and such demand for redemption of the
          Demand Shares, a Redemption Demand) on July 31 of each of (i)
          2009, if the Corporation did not make a Redemption Offer, or did not pay in full
          the Redemption Price for all Accepted Shares (up to the number of Offered
          Shares), on the first Scheduled Offered Redemption Date, (ii) 2010, if the
          Corporation did not make a Redemption Offer, or did not pay in full the
          Redemption Price for all Accepted Shares (up to the number of Offered Shares),
          on the second Scheduled Offered Redemption Date, and (iii) 2011, if the
          Corporation did not make a Redemption Offer, or did not pay in full the
          Redemption Price for all Accepted Shares (up to the number of Offered Shares),
          on the third Scheduled Offered Redemption Date (each such July 31, a
          Scheduled Demand Redemption Date). The Shares with respect to
          which a Redemption Demand has been made are referred to herein as the
          Demand Shares. The Majority Holders may exercise any of the
          three Redemption Demands by giving written notice to the Corporation not more
          than 90 days and not less than 30 days prior to the applicable Scheduled Demand
          Redemption Date. Within five days after receipt of such notice, the Corporation
          shall give written notice of such demand to all other holders of Series A
          Preferred, and such other holders may demand redemption of their Shares of
          Series A Preferred by delivering written notice to the Corporation on or prior
          to the July 16 immediately preceding the applicable Scheduled Demand Redemption
          Date. The Corporation shall be obligated to redeem the Shares with respect to
          which a Redemption Demand has been made (but in no event more than the number of
          Maximum Demand Shares) on the applicable Scheduled Demand Redemption Date at a
          price per Share equal to the Cash Redemption Price.

3C.       
          Redemption At the Corporations Option. If, at any time after June
          6, 2008 (subject to the provisions of this Section 3C), (i) with respect
          to any redemption pursuant to this Section 3C for which the Corporation
          is giving written notice of such redemption on or before July 31, 2011, the
          Corporation has made all Redemption Offers with respect to each Scheduled
          Offered Redemption Date on or prior to the date of determination and (ii) the
          Majority Holders have not provided their written consent or other affirmative
          vote to approve a Change of Ownership, Fundamental Change or Organic Change (for
          which the Corporation has a bona fide intent to consummate and has obtained an
          opinion of a nationally recognized investment banking or appraisal firm that
          such Change of Ownership, Fundamental Change or Organic Change is in the best
          interests of the Corporation and its shareholders) within 30 days after
          receiving the Corporations request for approval thereof, together with all
          information reasonablynecessary to make a determination whether or not
          to approve such Change of Ownership, Fundamental Change or Organic Change and
          such other information as reasonably requested, then the Corporation may redeem
          all (but not less than all) of the Shares of Series A Preferred then
          outstanding. The Corporation may exercise such redemption right by giving
          written notice to the holders of Series A Preferred of such election not more
          than 60 days after the Corporations request for approval thereof and not
          less than 15 days prior to the date on which such redemption is to be made. Upon
          mailing its election to redeem the outstanding Shares pursuant to this
          Section 3C, the Corporation shall be obligated to redeem all outstanding
          Shares on the date specified in such notice (which shall be no later than 60
          days after the Corporations request for approval and no earlier than 15
          days after the date of the Corporations written notice of its election) at
          a price per Share equal to the greater of (i) the Premium Redemption Price and
          (ii) the Cash Redemption Price.

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3D.       
          Redemption Payments. For each Share which is to be redeemed hereunder,
          the Corporation shall be obligated on the Redemption Date to pay to the holder
          thereof (upon surrender by such holder at the Corporations principal
          office of the certificate representing such Share) an amount in cash equal to
          the Cash Redemption Price or Premium Redemption Price, as applicable. If the
          funds of the Corporation legally available for redemption of Shares on any
          Redemption Date are insufficient to redeem the total number of Shares to be
          redeemed on such date, those funds which are legally available shall be used to
          redeem the maximum possible number of Shares pro rata among the holders
          of the Shares to be redeemed based upon the aggregate applicable Redemption
          Price of such Shares held by each such holder. At any time thereafter when
          additional funds of the Corporation are legally available for the redemption of
          Shares, such funds shall immediately be used to redeem the balance of the Shares
          which the Corporation has become obligated to redeem on any Redemption Date but
          which it has not redeemed.

3E.       
          Upon Notice of Redemption. Upon mailing any notice of a Redemption Offer,
          the Corporation shall become obligated to redeem the total number of Shares
          specified in such notice (or such lesser number of Accepted Shares) at the time
          of redemption specified therein in accordance with the applicable paragraph of
          this Section 3. In case fewer than the total number of Shares represented
          by any certificate are redeemed in any redemption hereunder, a new certificate
          representing the number of unredeemed Shares shall be issued to the holder
          thereof without cost to such holder within five business days after surrender of
          the certificate representing the redeemed Shares.

3F.       
          Determination of the Number of Each Holders Shares to be Redeemed.
          Except as otherwise provided herein, the number of Shares of Series A Preferred
          to be redeemed from each holder thereof in redemptions hereunder shall be the
          number of Shares determined by multiplying the total number of Shares to be
          redeemed times a fraction, the numerator of which shall be the total number of
          Shares then held by such holder and the denominator of which shall be the total
          number of Shares then outstanding, but in no event more than the number of
          Shares of which such holder has accepted or requested redemption;
          provided that, with respect to any redemption pursuant to Section
          3A or Section 3B, if application of the foregoing results in a lesser
          number of Shares to be redeemed than the Offered Shares or Maximum Demand Shares
          (as applicable) and additional Accepted Shares or Demand Shares (as applicable)
          remain, then the foregoing will be re-applied with respect to the holders of
          such additional Accepted Shares or Demand Shares (as applicable) until no more
          Accepted Shares or Demand Shares remain or, if a lesser number, until the
          calculation has resulted in a determination of Shares to be redeemed equal to
          the Offered Shares or Maximum Demand Shares.

3G.       
          Dividends After Redemption Date. No Share shall be entitled to any
          dividends accruing after the date on which the applicable Redemption Price
          specified herein is paid to the holder of such Share. On such date, all rights
          of the holder of such Share shall cease, and such Share shall no longer be
          deemed to be issued and outstanding.

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3H.       
          Redeemed or Otherwise Acquired Shares. Any Shares which are redeemed or
          otherwise acquired by the Corporation shall be canceled and shall not be
          reissued, sold or transferred.

3I.       
          Other Redemptions or Acquisitions. The Corporation shall not, nor shall
          it permit any Subsidiary to, redeem or otherwise acquire any Shares of Series A
          Preferred, except as expressly authorized herein or pursuant to a purchase offer
          made pro rata to all holders of Series A Preferred on the basis of the
          number of Shares owned by each such holder.

3J.       
          Special Redemptions.

(i)       
          If a Change in Ownership has occurred or the Corporation obtains knowledge that
          a Change in Ownership is proposed to occur, the Corporation shall give prompt
          written notice of such Change in Ownership describing in reasonable detail the
          material terms and date of consummation thereof to each holder of Series A
          Preferred, but in any event such notice shall not be given later than five days
          after the occurrence of such Change in Ownership, and the Corporation shall give
          each holder of Series A Preferred prompt written notice of any material change
          in the terms or timing of such transaction. The Majority Holders may require the
          Corporation to redeem all or any portion of the Series A Preferred owned by such
          holder or holders at a price per Share equal to the Cash Redemption Price by
          giving written notice to the Corporation of such election prior to the later of
          (a) 21 days after receipt of the Corporations notice and (b) fifteen days
          prior to the consummation of the Change in Ownership (the Expiration
          Date). The Corporation shall give prompt written notice of any such
          election to require the Corporation to redeem all or any portion of the Series A
          Preferred to all other holders of Series A Preferred within five days after the
          receipt thereof, and each such holder shall have until the later of (a) the
          Expiration Date or (b) ten days after receipt of such second notice to request
          redemption hereunder (by giving written notice to the Corporation) of all or any
          portion of the Series A Preferred owned by such holder.

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Upon
receipt of such election(s), the Corporation shall be obligated to redeem the aggregate
number of Shares specified therein on the later of (a) the occurrence of the Change in
Ownership or (b) five days after the Corporations receipt of such election(s). If
any proposed Change in Ownership does not occur, all requests for redemption in connection
therewith shall be automatically rescinded, or if there has been a material change in the
terms or the timing of the transaction, any holder of Series A Preferred may rescind such
holders request for redemption by giving written notice of such rescission to the
Corporation.

(ii)       
          If a Fundamental Change is proposed to occur, the Corporation shall give written
          notice of such Fundamental Change describing in reasonable detail the material
          terms and date of consummation thereof to each holder of Series A Preferred not
          more than 45 days nor less than 20 days prior to the consummation of such
          Fundamental Change, and the Corporation shall give each holder of Series A
          Preferred prompt written notice of any material change in the terms or timing of
          such transaction. The Majority Holders may require the Corporation to redeem all
          or any portion of the Series A Preferred owned by such holder or holders at a
          price per Share equal to the Cash Redemption Price by giving written notice to
          the Corporation of such election prior to the later of (a) fifteen days prior to
          the consummation of the Fundamental Change or (b) ten days after receipt of
          notice from the Corporation. The Corporation shall give prompt written notice of
          such election to all other holders of Series A Preferred (but in any event
          within five days prior to the consummation of the Fundamental Change), and each
          such holder shall have until two days after the receipt of such notice to
          request redemption (by written notice given to the Corporation) of all or any
          portion of the Series A Preferred owned by such holder.

Upon
receipt of such election(s), the Corporation shall be obligated to redeem the aggregate
number of Shares specified therein upon the consummation of such Fundamental Change. If
any proposed Fundamental Change does not occur, all requests for redemption in connection
therewith shall be automatically rescinded, or if there has been a material change in the
terms or the timing of the transaction, any holder of Series A Preferred may rescind such
holders request for redemption by delivering written notice thereof to the
Corporation prior to the consummation of the transaction.

Section
4.       Voting Rights.

4A.       
          Election of Directors. In the election of directors of the Corporation,
          the holders of the Series A Preferred, voting separately as a single series to
          the exclusion of all other classes and series of the Corporations capital
          stock and with each Share of Series A Preferred entitled to one vote, shall be
          entitled (so long as Frontenac is the Majority Holder, but in no event at any
          time that Frontenac is not the Majority Holder) at an annual or special meeting
          of the shareholders to elect two directors to serve as members of the
          Corporations Board of Directors (each, a Series A
          Director), each until his successor is duly elected by the holders of
          the Series A Preferred, subject to prior death, resignation, retirement,
          disqualification, or removal or termination of term of office in accordance with
          this Section 4A. The Series A Directors so elected shall be in addition
          to the directors elected by the holders of the Common Stock of the Corporation,
          and shall in accordance with Section 3.2 of the Corporations bylaws
          increase the maximum number of directors otherwise permitted pursuant to the
          Corporations bylaws. Any Series A Directors so elected shall not be
          divided into classes.

(i)       
          Initial Appointment. Upon the initial issuance of any Series A Preferred,
          the vacancies resulting from the directorships newly created hereby shall be
          filled by a vote of the other directors on the Board of Directors.

(ii)       
          Subsequent Designation and Election. At any time that the holders of
          Series A Preferred are entitled to elect Series A Directors pursuant to
          Section 4A above, the individuals designated by the Majority Holders
          shall be elected by the holders of the Series A Preferred as the Series A
          Directors and all holders of Series A Preferred (other than BVCF IV, L.P.) shall
          vote their Shares in such a manner to effect the election of the Series A
          Directors designated by the Majority Holders.

(iii)       
          Qualifications; Disqualification; Resignation; Termination of Term; Removal;
          and Vacancies.

| | (a)              Qualification.
Notwithstanding appointment or election to the Board of                Directors, a
Series A Directors qualification to serve on the Board of                Directors
is subject to compliance with any then existing applicable local,                state or
federal law or regulations governing the business operations of the
               Corporation and the Corporations directors generally, including but
not                limited to such Series A Directors approval as a controlling
               person of the Corporation by any agency with jurisdiction over any
of the                Corporations business operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b)              Resignation.
A Series A Director may resign from the Board of Directors                at any time by
giving written notice to the Corporation at its principal                executive
office. The resignation is effective without acceptance when the                notice is
given to the Corporation, unless a later effective time is specified                in
the notice.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)              Termination
of Term of Office. So long as any Series A Preferred remains
               outstanding and Frontenac is the Majority Holder, the term of office of
any                Series A Director may be terminated only by the Majority Holders. The
term of                office of the Series A Directors shall automatically terminate on
the date on                which Frontenac is no longer the Majority Holder.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)              Removal.
So long as any Series A Preferred remains outstanding, any                Series A
Director may be removed only by (I) a written direction of removal
               delivered to the Corporation by the Majority Holders or (II) a resolution
of the                Board of Directors excluding such Series A Director if such Series
A Director                fails to meet the requirements for qualification provided for
in Section                4A(iii)(a).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)              Vacancies.
In the event of a vacancy on the Board resulting from the                death,
disqualification, resignation, retirement or termination of term of                office
of a Series A Director designated by the Majority Holders, the resulting
               vacancy shall be filled by a representative designated in a writing to the
               Corporation by the Majority Holders, until the next annual or special
meeting of                the shareholders (and at such meeting, such representative, or
another                representative designated by the Majority Holders, will be elected
to the Board                in the manner described in this Section 4A). If
the Majority Holders                fail or decline to fill the vacancy, then the
directorship shall remain open                until such time as the Majority Holders
elect to fill it with a representative                designated hereunder. During any
such period that the Majority Holders are                entitled to, but have failed or
declined to, designate a Series A Director, the                Majority Holders shall
have the right to designate one representative to attend                all Board of
Directors meetings as a non-voting observer. The observer shall be
               entitled to notice of all Board of Directors meetings in the manner that
notice                is provided to members of the Board of Directors, shall be entitled
to receive                all materials provided to members of the Board of Directors,
shall be entitled                to attend (whether in person, by telephone, or
otherwise) all meetings of the                Board of Directors as a non-voting
observer, and shall be entitled to fees and                expenses paid to Series A
Directors pursuant to Section 4A(v).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(iv)       
          Committees. At least one Series A Director shall serve on the Executive
          Committee or any successor or comparable committee thereto. In addition, each
          Series A Director shall be considered by the Nominating/Corporate Governance
          Committee or any successor or comparable committee of the Board of Directors and
          shall be approved by the Board of Directors for appointment to such additional
          committees as the Nominating/Corporate Governance Committee or any successor or
          comparable committee of the Board of Directors and the Board of the Directors
          deem appropriate for such Series A Director based on the criteria it applies to
          all directors.

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(v)       
          Fees & Expenses. Series A Directors shall be entitled to all fees,
          other compensation and reimbursement of expenses paid to Board of Directors
          members who are not employees of the Corporation or its Subsidiaries.

(vi)       
          Reporting Information. With respect to each Series A Director designated
          pursuant to the provisions of this Section 4A, the Majority Holders
          shall provide the Corporation with all necessary assistance and information
          related to such Series A Director that is required (or would be required if the
          Corporation were subject to Regulation 14A under the Securities Exchange Act of
          1934, as amended) to be disclosed in solicitations of proxies or otherwise,
          including such persons written consent to being named in the proxy
          statement (if applicable) and to serving as a director if elected.

(vii)       
          Voting Agreement. The holders of Series A Preferred intend the provisions
          of this Section 4Ato be enforceable as a shareholder voting
          agreement in accordance with the provisions of Section 607.0731 of the Florida
          Business Corporation Act.

4B.       
          Other Voting Rights. The holders of the Series A Preferred shall be
          entitled to notice of all stockholders meetings in accordance with the
          Corporations bylaws and shall be entitled to all votes as a single class
          provided for or required by applicable law, and, except as otherwise required by
          applicable law, the holders of the Series A Preferred shall be entitled to vote
          on all matters submitted to the stockholders for a vote together as a single
          class with (i) the holders of the Common Stock, (ii) the holders of any class or
          series of preferred stock entitled to vote with the Common Stock and (iii) the
          holders of any note or debenture entitled to vote with the Common Stock, in each
          case pursuant to the terms of the Certificate of Incorporation or any
          certificate of designation, with each share of Series A Preferred entitled to
          one vote for each share of Common Stock issuable upon conversion of the Series A
          Preferred as of the record date for such vote or, if no record date is
          specified, as of the date of such vote; provided that the written consent
          or other affirmative vote of the Majority Holders (which Majority Holders shall
          act in good faith to provide the Corporation with a response (whether
          affirmative or negative) to any request for the written consent or other
          affirmative vote of the Majority Holders hereunder and to make any requests for
          additional information necessary or desirable in considering such request),
          voting as a single and separate class, will be required (so long as Frontenac is
          the Majority Holder, but in no event at any time that Frontenac is not the
          Majority Holder) for the Corporation to:

(i)       
          directly or indirectly declare or pay, or permit any Subsidiary to declare or
          pay, any dividends or make any distributions upon any of its capital stock or
          other equity securities, except for dividends payable (w) on the Series A
          Preferred pursuant to the terms of this Certificate of Designation, (x) solely
          in shares of Common Stock issued upon the outstanding shares of Common Stock,
          (y) by any Subsidiary to the Corporation or to any of its Wholly Owned
          Subsidiaries and (z) Permitted Common Stock Dividends;

(ii)       
          except for purchases of Common Stock in accordance with the Employee Stock

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Purchase Plan, directly or indirectly redeem, purchase or otherwise acquire, or
          permit any Subsidiary to redeem, purchase or otherwise acquire, any of the
          Corporations or any Subsidiarys capital stock or other equity
          securities (including, without limitation, warrants, options and other rights to
          acquire such capital stock or other equity securities) or directly or indirectly
          redeem, purchase or make any payments with respect to any stock appreciation
          rights, phantom stock plans or similar rights or plans, except for
          (x) redemptions or repurchases of the Series A Preferred pursuant to the
          terms of this Certificate of Designation, (y) redemptions or repurchases of
          the capital stock or other equity securities of a Subsidiary that are held by
          the Corporation or any of its Wholly Owned Subsidiaries and (z) redemptions or
          repurchases of Junior Securities in accordance with the terms thereof at any
          time after the Scheduled Demand Redemption Date in 2011 (or, if a Demand
          Redemption was made for such Scheduled Demand Redemption Date, the Redemption
          Date for the last Demand Share to be redeemed pursuant thereto (if later)) so
          long as no Event of Noncompliance has occurred and is continuing;

(iii)       
          authorize, issue, sell (including from treasury) or enter into any agreement
          providing for the issuance or sale (contingent or otherwise) of, or take any
          action that would amend the terms of or reclassify any existing securities so as
          to constitute, (a) any capital stock or other equity securities of the
          Corporation or any Subsidiary (or any such securities convertible into or
          exchangeable for any capital stock or other equity securities or containing
          equity or profit participation features), other than issuances of up to an
          aggregate of 6,500,000 shares of Common Stock (as such number of shares is
          proportionately adjusted for subsequent stock splits, combinations, dividends,
          recapitalizations, reclassifications and similar events affecting the Common
          Stock) upon the exercise of Options (including upon the exercise of Options
          outstanding as of March 5, 2003) issued pursuant to the Permitted Stock Option
          Plans and other than the issuance, sale or entering into any agreements with
          respect thereto of Junior Securities for a price no less than their Market
          Price, or (b) any additional shares of Series A Preferred;

(iv)       
          sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or
          otherwise dispose of, (in any transaction or series of transactions occurring
          during any twelve-month period) assets of the Corporation and its Subsidiaries
          that immediately prior to such transaction or series of transactions generate,
          account for or otherwise serve as a source of revenue for the Corporation and
          its Subsidiaries (on a consolidated basis) that exceeds the lesser of 20% of Net
          Revenue or 20% of EBITDA, in each case for the twelve month period ending on the
          last day of the month immediately preceding such sale, lease or other
          disposition;

(v)       
          consummate or permit any Subsidiary to consummate any Fundamental Change or
          Organic Change or permit any Subsidiary to merge or consolidate with any Person
          (other than a merger or consolidation with the Corporation or between or among
          Wholly-Owned Subsidiaries);

(vi)       
          liquidate, dissolve or effect a recapitalization or reorganization in any form
          of transaction (including, without limitation, any reorganization into a limited
          liability company, a partnership or any other non-corporate entity which is
          treated as a partnership for federal income tax purposes);

(vii)       
          make any material change to the Corporations capital structure;

(viii)       
          consummate any Change in Ownership;

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(ix)       
          make an assignment for the benefit of creditors or admit in writing its
          inability to pay its debts generally as they become due; or petition or apply,
          or permit any Subsidiary to petition or apply, to any tribunal for the
          appointment of a custodian, trustee, receiver or liquidator of the Corporation
          or any Subsidiary or of any substantial part of the assets of the Corporation or
          any Subsidiary, or commence any proceeding (other than a proceeding for the
          voluntary liquidation and dissolution of a Subsidiary) relating to the
          Corporation or any Subsidiary under any bankruptcy, reorganization, arrangement,
          insolvency, readjustment of debt, dissolution or liquidation law of any
          jurisdiction; or, after any such petition or application is filed, or any such
          proceeding is commenced, against the Corporation or any Subsidiary, either (A)
          by any act of the Corporation or any Subsidiary indicate its approval thereof,
          consent thereto or acquiescence therein or (B) fail to seek to have such
          petition, application or proceeding dismissed;

(x)       
          acquire or enter into, or permit any Subsidiary to acquire or enter into, any
          interest or Investment in any company or business (whether by a purchase of
          assets, purchase of stock, merger or otherwise), or any joint venture (including
          by issuing or selling any shares of the capital stock, or rights to acquire
          shares of the capital stock, of any Subsidiary to any Person other than the
          Corporation or a Wholly-Owned Subsidiary), involving an aggregate consideration
          (including, without limitation, the assumption of liabilities, whether direct or
          indirect), with Common Stock included in the consideration valued at its Market
          Price as of its date of issuance or use, exceeding in any twelve-month period
          the greater of (A) $20,000,000 or (B) 1 times the Corporations EBITDA for
          the twelve month period ending on the last day of the month immediately
          preceding the acquisition, Investment, joint venture or entering into an
          agreement with respect thereto, in each case other than Permitted Investments;

(xi)       
          enter into, or permit any Subsidiary to enter into, the ownership, active
          management or operation of any business other than any business of the
          Corporation as conducted or proposed by the Board of Directors to be conducted
          as of the Closing and disclosed to the initial purchasers of the Series A
          Preferred or initiate any major new business initiatives;

(xii)       
          create, incur, assume or suffer to exist (other than pursuant to a credit
          facility entered into after April 24, 2003, in compliance with this Certificate
          of Designation) or enter into any agreement providing for a facility from which
          it may incur, or permit any Subsidiary to create, incur, assume or suffer to
          exist (other than pursuant to a credit facility entered into after April 24,
          2003, in compliance with this Certificate of Designation) or enter into any
          agreement providing for a facility from which it may incur, Funded Debt
          exceeding an aggregate principal amount outstanding or available pursuant to a
          credit facility on a consolidated basis at any time of such creation,
          incurrence, assumption or suffering to exist or entering into an agreement
          providing for a facility from which it may incur such Funded Debt equal to the
          greater of (a) 1.75 times the Corporations EBITDA for the twelve month
          period ending on the last day of the immediately preceding month and (b) in the
          event that the Corporation at any time enters into any agreement providing for a
          revolving credit facility from which it may incur Funded Debt, $20,000,000 of
          incurred or available Funded Debt pursuant to such revolving credit facility;
          provided that in each case the terms of such Funded Debt do not otherwise
          require the prior written consent or other affirmative vote of the Majority
          Holders under Section 4B(xiii);

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(xiii)       
          become subject to, or permit any of its Subsidiaries to become subject to,
          (including, without limitation, by way of amendment to or modification of) any
          agreement or instrument which by its terms would (under any circumstances)
          restricts (a) the right of any Subsidiary to make loans or advances or pay
          dividends to, transfer property to, or repay any indebtedness owed to, the
          Corporation or another Subsidiary or (b) the Corporations right to perform
          the provisions of this Certificate of Designation or the Corporations
          bylaws (including, without limitation, restrictions relating to the declaration
          and payment of dividends on and/or the making of redemptions of the Series A
          Preferred as contemplated by this Certificate of Designation and/or relating to
          conversions of the Series A Preferred);

(xiv)       
          increase the number of authorized shares of any series of preferred stock or
          alter, change or otherwise affect or impair the rights, preferences or powers or
          the relative preferences and priorities of the holders of any series of
          preferred stock, except with respect to any series of preferred stock that also
          constitutes a Junior Security (and remains a Junior Security after such
          alteration or change) to the extent necessary to issue Junior Securities without
          the Majority Holders consent in compliance with Section 4B(iii);

(xv)       
          make any amendment to the Certificate of Incorporation (except to the extent
          necessary to issue Junior Securities without the Majority Holders consent
          in compliance with Section 4B(iii), so long as such amendment does not
          alter, change or otherwise affect or impair the rights, preferences or powers or
          the relative preferences and priorities of the holders of Series A Preferred),
          this Certificate of Designation or the Corporations bylaws (other than as
          required by law);

(xvi)       
          increase the authorized size (by number or vote) of its Board of Directors above
          twelve members (including the Series A Directors), except as set forth in
          Section 7B(iv);

(xvii)       
          except (A) as duly approved by a majority of the disinterested directors on the
          Board or a duly authorized committee thereof, (B) for customary employment
          arrangements and benefit programs on reasonable terms and (C) as otherwise
          expressly contemplated by the Purchase Agreement, enter into, amend, modify or
          supplement, or permit any Subsidiary to enter into, amend, modify or supplement,
          any agreement, transaction, commitment or arrangement with any of its or any
          Subsidiarys officers, directors or Affiliates or, to the
          Corporations knowledge, with any individual related by blood, marriage or
          adoption to any such individual or with any entity in which any such Person or
          individual owns a beneficial interest;

(xviii)       
          hire or terminate any member of the Corporations senior management team,
          including, for purposes of this clause (xviii), the Corporations chief
          executive officer, president, chief financial officer, chief operating officer,
          chief technology officer, general counsel or any senior vice president;

(xix)       
          adopt or amend any anti-takeover protections (including, without limitation, any
          agreement in which the payment of money is or could be triggered by a change of
          control or any shareholder rights plan or poison pill plan or similar
          arrangement relating to accumulations of beneficial ownership of the
          Corporations capital stock or a change in control of the Corporation),
          other than the adoption or entering into of change of control agreements with
          officers of the Corporation on terms substantially similar to the terms of the
          change of control agreements between the corporation and officers of the
          Corporation in effect on the date of the initial issuance of the Series A
          Preferred;

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(xx)       
          except with respect to litigation, disputes or arbitration involving a holder of
          Series A Preferred, file any material litigation or initiate any material
          arbitration or settle any material litigation, arbitration or other dispute;

(xxi)       
          adopt or make material changes to the Corporations annual budget or make
          any material expenditures (other than expenditures for which the written consent
          or other affirmative vote of the Majority Holders is explicitly not required
          under Section 4B(ii) or 4B(x)) except as explicitly contemplated
          by the Corporations annual budget (provided that the annual budget for
          fiscal year 2003 adopted prior to, and as in effect on, April 24, 2003, shall be
          deemed approved by the Majority Holders); or

(xxii)       
          commit or agree to do any of the foregoing.

Section
5.          Conversion.

Section 5A.
      Conversion Procedure.

(i)       
          At any time and from time to time, any holder of Series A Preferred may convert
          (without the payment of any additional consideration) all or any portion of the
          Series A Preferred (including any fraction of a Share) held by such holder into
          a number of shares of Conversion Stock computed by multiplying the number of
          Shares to be converted by $1,000 and dividing the result by the Conversion Price
          then in effect.

(ii)       
          If, at any time or from time to time after June 6, 2005, the average closing
          prices for the Corporations Common Stock on the principal securities
          market on which it is traded has equaled or exceeded $21.76 (as such amount is
          proportionately adjusted for subsequent stock splits, combinations, dividends,
          recapitalizations, reclassifications and like transactions affecting the Common
          Stock) for a period of at least the 30 consecutive trading days immediately
          preceding the date of the Liquidity Notice (as defined below), then, contingent
          upon and effective as of the consummation of a Liquidity Event (as defined
          below), all shares of Series A Preferred outstanding immediately after the
          consummation of such Liquidity Event automatically (without any further action
          on the part of any holders of Shares or the Corporation) shall convert (without
          the payment of any additional consideration) into a number of shares of
          Conversion Stock computed by multiplying the number of Shares to be converted by
          $1,000 and dividing the result by the Conversion Price then in effect. The
          Corporation may initiate a Liquidity Event by delivering written notice of its
          election (a Liquidity Notice), describing in reasonable
          detail (if known) the anticipated number of shares to with respect to which such
          Liquidity Event shall be consummated, the proposed method(s) of the Liquidity
          Event and any terms and conditions thereof, to each holder of Series A
          Preferred, whereupon the Corporation shall be obligated to consummate a
          Liquidity Event (whether a Registration, a Repurchase or both) in accordance
          with the terms hereof as soon as practicable (but in no event later than 180
          days after the date of the Liquidity Notice). If the Liquidity Event is to be
          consummated with respect to less than the total number of shares of

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Underlying
          Common Stock deemed outstanding immediately prior thereto, each holder shall be
          required to sell in the Liquidity Event a total number of shares of Underlying
          Common Stock determined by multiplying the total number of shares to be sold in
          such Liquidity Event times a fraction, the numerator of which shall be the total
          number of shares of Underlying Common Stock held by such holder immediately
          prior to the Liquidity Event and the denominator of which shall be the total
          number of shares of Underlying Common Stock outstanding immediately prior to the
          Liquidity Event (such number of shares required to be sold by each holder is
          referred to as such holders Required Shares). Any
          Shares to be sold in a Registration shall convert into shares of Conversion
          Stock immediately prior to (and contingent upon) consummation of the
          Registration. Notwithstanding anything herein to the contrary, in the event that
          the corporation has delivered a Liquidity Notice and has failed to fulfill its
          obligation to consummate a Liquidity Event within 180 days, the Corporation
          shall be entitled to deliver only one additional Liquidity Notice (and no more)
          pursuant to the terms and conditions hereof no later than two years after the
          date of delivery of the original Liquidity Notice; provided that the
          foregoing shall not be deemed to waive any breach of the Corporations
          obligations upon delivering an initial Liquidity Notice.

(iii)       
          A Liquidity Event means, at the Corporations election,
          (a) the consummation of an underwritten Public Offering (arranged for and paid
          by the Corporation in accordance with the terms hereof and of the Registration
          Agreement with expenses to be paid as provided for in the Registration
          Agreement) (a Registration) or (b) the closing of a purchase
          by the Corporation (a Repurchase) or (c) a combination of the
          two, in each case pursuant to which the holders of Series A Preferred receive
          with respect to at least 50% of their outstanding Series A Preferred cash in an
          amount per share of Underlying Common Stock at least equal to the Liquidity
          Price (as defined below). Liquidity Price means a price per
          share of Underlying Common Stock with respect to which the Liquidity Event is
          being consummated equal to (a) the price paid by the public per share of Common
          Stock before underwriters discounts and commissions if the Liquidity Event
          for such share of Underlying Common Stock is a Registration and (b) the Market
          Price per share of Common Stock as of the date of consummation of the Liquidity
          Event if the Liquidity Event for such share of Underlying Common Stock is a
          Repurchase, but in either case in no event shall the Liquidity Price for such
          share of Underlying Common Stock be less than $21.76 (as such amount is
          proportionately adjusted for subsequent stock splits, combinations, dividends,
          recapitalizations, reclassifications and similar events affecting the Common
          Stock).

(iv)       
          Except as otherwise provided herein, each conversion of Series A Preferred shall
          be deemed to have been effected as of the close of business on the date on which
          the certificate or certificates representing the Series A Preferred to be
          converted have been surrendered for conversion at the principal office of the
          Corporation. At the time any such conversion has been effected, the rights of
          the holder of the Shares converted as a holder of Series A Preferred shall cease
          and the Person or Persons in whose name or names any certificate or certificates
          for shares of Conversion Stock are to be issued upon such conversion shall be
          deemed to have become the holder or holders of record of the shares of
          Conversion Stock represented thereby.

(v)       
          The conversion rights of any Share subject to redemption hereunder shall
          terminate on the Redemption Date for such Share unless the Corporation has
          failed to pay to the holder thereof the applicable Redemption Price for such
          Share.

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(vi)       
          Notwithstanding any other provision hereof, if a conversion of Series A
          Preferred is to be made in connection with a Change in Ownership, a Fundamental
          Change or other transaction affecting the Corporation, the conversion of any
          Shares of Series A Preferred may, at the election of the holder thereof, be
          conditioned upon the consummation of such transaction, in which case such
          conversion shall not be deemed to be effective until such transaction has been
          consummated.

(vii)       
          As soon as possible after a conversion has been effected (but in any event
          within three business days in the case of Section 5A(vii)(a) below), the
          Corporation shall deliver to the converting holder:

| | (a)                             a
certificate or certificates representing the number of shares of Conversion
               Stock issuable by reason of such conversion in such name or names and such
               denomination or denominations as the converting holder has specified;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)                             payment
in an amount equal to all accrued dividends with respect to each Share
               converted which have not been paid prior thereto; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)                             a
certificate representing any Shares which were represented by the certificate
               or certificates delivered to the Corporation in connection with such
conversion                but which were not converted.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(viii)       
          The Corporation shall declare the payment of all dividends payable under
          Section 5A(vii)(b)above. If the Corporation is not permitted under
          applicable law to pay any portion of the accrued and unpaid dividends on the
          Series A Preferred being converted, the Corporation shall pay such dividends to
          the converting holder as soon thereafter as funds of the Corporation are legally
          available for such payment. At the request of any such converting holder, the
          Corporation shall provide such holder with written evidence of its obligation to
          such holder.

(ix)       
          The issuance of certificates for shares of Conversion Stock upon conversion of
          Series A Preferred shall be made without charge to the holders of such Series A
          Preferred for any issuance tax in respect thereof or other cost incurred by the
          Corporation in connection with such conversion and the related issuance of
          shares of Conversion Stock. Upon conversion of each Share, the Corporation shall
          take all such actions as are necessary in order to insure that the Conversion
          Stock issuable with respect to such conversion shall be validly issued, fully
          paid and nonassessable, free and clear of all taxes, liens, charges and
          encumbrances with respect to the issuance thereof.

(x)       
          The Corporation shall not close its books against the transfer of Series A
          Preferred or of Conversion Stock issued or issuable upon conversion of Series A
          Preferred in any manner which interferes with the timely conversion of Series A
          Preferred. The Corporation shall assist and cooperate with any holder of Shares
          required to make any governmental filings or obtain any governmental approval
          prior to or in connection with any conversion of Shares hereunder (including,
          without limitation, making any filings required to be made by the Corporation).

(xi)       
          The Corporation shall at all times reserve and keep available out of its
          authorized but unissued shares of Conversion Stock, solely for the purpose of
          issuance upon the conversion of the Series A Preferred, such number of shares of
          Conversion Stock issuable upon the conversion of all outstanding Series A
          Preferred. All shares of Conversion Stock which are so issuable shall, when
          issued, be duly and validly issued, fully paid and nonassessable and free from
          all taxes, liens and charges. The Corporation shall take all such actions as may
          be necessary to assure that all such shares of Conversion Stock may be so issued
          without violation of any applicable law or governmental regulation or any
          requirements of any domestic securities exchange upon which shares of Conversion
          Stock may be listed (except for official notice of issuance which shall be
          immediately delivered by the Corporation upon each such issuance). The
          Corporation shall not take any action which would cause the number of authorized
          but unissued shares of Conversion Stock to be less than the number of such
          shares required to be reserved hereunder for issuance upon conversion of the
          Series A Preferred.

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5B.       
          Conversion Price.

(i)       
          The initial Conversion Price shall be $5.44. In order to prevent dilution of the
          conversion rights granted under this Section 5, the Conversion Price
          shall be subject to adjustment from time to time pursuant to this Section
          5B, Section 5D, Section 5E and Section 5F.

(ii)       
          If and whenever the Corporation issues or sells, or in accordance with
          Section 5C is deemed to have issued or sold, any shares of its Common
          Stock for a consideration per share less than the Conversion Price in effect
          immediately prior to the time of such issue or sale, then immediately upon such
          issue or sale or deemed issue or sale the Conversion Price shall be reduced to
          the Conversion Price determined by dividing (a) the sum of (1) the product
          derived by multiplying the Conversion Price in effect immediately prior to such
          issue or sale by the number of shares of Common Stock Deemed Outstanding
          immediately prior to such issue or sale, plus (2) the consideration, if any,
          received by the Corporation upon such issue or sale, by (b) the number of
          shares of Common Stock Deemed Outstanding immediately after such issue or sale.

(iii)       
          Notwithstanding anything herein to the contrary, there shall be no adjustment to
          the Conversion Price hereunder with respect to (A) issuances of up to an
          aggregate of 6,500,000 shares of Common Stock (or of securities exchangeable or
          exercisable for or convertible into Common Stock) (including the issuance of
          Common Stock upon the exercise of Options outstanding as of March 5, 2003) to
          officers, directors or employees of the Corporation and its Subsidiaries
          pursuant to employee benefit plans approved by the Corporations Board of
          Directors (as such number of shares is proportionately adjusted for subsequent
          stock splits, combinations, dividends, recapitalizations, reclassifications and
          similar events affecting the Common Stock and as such number includes all such
          stock options and purchase rights outstanding as of March 5, 2003), (B)
          issuances of Common Stock to employees of the Company pursuant to the Employee
          Stock Purchase Plan, (C) issuances of Common Stock (or of securities
          exchangeable or exercisable for or convertible into Common Stock) in connection
          with acquisitions approved by the Corporations Board of Directors, or (D)
          issuances of Common Stock upon conversion of the Series A Preferred.

5C.       
          Effect on Conversion Price of Certain Events. For purposes of determining
          the adjusted Conversion Price under Section 5B, the following shall be
          applicable:

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(i)       
          Issuance of Rights or Options. If the Corporation in any manner grants or
          sells any Options and the price per share for which Common Stock is issuable
          upon the exercise of such Options, or upon conversion or exchange of any
          Convertible Securities issuable upon exercise of such Options, is less than the
          Conversion Price in effect immediately prior to the time of the granting or sale
          of such Options, then the total maximum number of shares of Common Stock
          issuable upon the exercise of such Options or upon conversion or exchange of the
          total maximum amount of such Convertible Securities issuable upon the exercise
          of such Options shall be deemed to be outstanding and to have been issued and
          sold by the Corporation at the time of the granting or sale of such Options for
          such price per share. For purposes of this Section 5C(i), the
          price per share for which Common Stock is issuable shall be
          determined by dividing (A) the total amount, if any, received or receivable by
          the Corporation as consideration for the granting or sale of such Options, plus
          the minimum aggregate amount of additional consideration payable to the
          Corporation upon exercise of all such Options, plus in the case of such Options
          which relate to Convertible Securities, the minimum aggregate amount of
          additional consideration, if any, payable to the Corporation upon the issuance
          or sale of such Convertible Securities and the conversion or exchange thereof,
          by (B) the total maximum number of shares of Common Stock issuable upon the
          exercise of such Options or upon the conversion or exchange of all such
          Convertible Securities issuable upon the exercise of such Options. No further
          adjustment of the Conversion Price shall be made when Convertible Securities are
          actually issued upon the exercise of such Options or when Common Stock is
          actually issued upon the exercise of such Options or the conversion or exchange
          of such Convertible Securities.

(ii)       
          Issuance of Convertible Securities. If the Corporation in any manner
          issues or sells any Convertible Securities and the price per share for which
          Common Stock is issuable upon conversion or exchange thereof is less than the
          Conversion Price in effect immediately prior to the time of such issue or sale,
          then the maximum number of shares of Common Stock issuable upon conversion or
          exchange of such Convertible Securities shall be deemed to be outstanding and to
          have been issued and sold by the Corporation at the time of the issuance or sale
          of such Convertible Securities for such price per share. For the purposes of
          this Section 5C(ii), the price per share for which Common
          Stock is issuable shall be determined by dividing (A) the total amount
          received or receivable by the Corporation as consideration for the issue or sale
          of such Convertible Securities, plus the minimum aggregate amount of additional
          consideration, if any, payable to the Corporation upon the conversion or
          exchange thereof, by (B) the total maximum number of shares of Common Stock
          issuable upon the conversion or exchange of all such Convertible Securities. No
          further adjustment of the Conversion Price shall be made when Common Stock is
          actually issued upon the conversion or exchange of such Convertible Securities,
          and if any such issue or sale of such Convertible Securities is made upon
          exercise of any Options for which adjustments of the Conversion Price had been
          or are to be made pursuant to other provisions of this Section 5, no
          further adjustment of the Conversion Price shall be made by reason of such issue
          or sale.

(iii)       
          Change in Option Price or Conversion Rate. If the purchase price provided
          for in any Options, the additional consideration, if any, payable upon the
          conversion or exchange of any Convertible Securities or the rate at which any
          Convertible Securities are convertible into or exchangeable for Common Stock
          changes at any time, the Conversion Price in effect at the time of such change
          shall be immediately adjusted to the Conversion Price which would have been in
          effect at such time had such Options or Convertible Securities still outstanding
          provided for such changed purchase price, additional consideration or conversion
          rate, as the case may be, at the time initially granted, issued or sold. For
          purposes of Section 5C, if the terms of any Option or Convertible
          Security which was outstanding as of the date of issuance of the Series A
          Preferred are changed in the manner described in the immediately preceding
          sentence, then such Option or Convertible Security and the Common Stock deemed
          issuable upon exercise, conversion or exchange thereof shall be deemed to have
          been issued as of the date of such change; provided that no such change
          shall at any time cause the Conversion Price hereunder to be increased.

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(iv)       
          Treatment of Expired Options and Unexercised Convertible Securities. Upon
          the expiration of any Option or the termination of any right to convert or
          exchange any Convertible Security without the exercise of any such Option or
          right, the Conversion Price then in effect hereunder shall be adjusted
          immediately to the Conversion Price which would have been in effect at the time
          of such expiration or termination had such Option or Convertible Security, to
          the extent outstanding immediately prior to such expiration or termination,
          never been issued. For purposes of Section 5C, the expiration or
          termination of any Option or Convertible Security which was outstanding as of
          the date of issuance of the Series A Preferred shall not cause the Conversion
          Price hereunder to be adjusted unless, and only to the extent that, a change in
          the terms of such Option or Convertible Security caused it to be deemed to have
          been issued after the date of issuance of the Series A Preferred.

(v)       
          Calculation of Consideration Received. If any Common Stock, Option or
          Convertible Security is issued or sold or deemed to have been issued or sold for
          cash, the consideration received therefor shall be deemed to be the amount
          received by the Corporation therefor (net of discounts, commissions and related
          expenses). If any Common Stock, Option or Convertible Security is issued or sold
          for a consideration other than cash, the amount of the consideration other than
          cash received by the Corporation shall be the fair value of such consideration,
          except where such consideration consists of securities, in which case the amount
          of consideration received by the Corporation shall be the Market Price thereof
          as of the date of receipt. If any Common Stock, Option or Convertible Security
          is issued to the owners of the non-surviving entity in connection with any
          merger in which the Corporation is the surviving corporation, the amount of
          consideration therefor shall be deemed to be the fair value of such portion of
          the net assets and business of the non-surviving entity as is attributable to
          such Common Stock, Option or Convertible Security, as the case may be. The fair
          value of any consideration other than cash and securities shall be determined
          jointly by the Corporation and the Majority Holders. If such parties are unable
          to reach agreement within a reasonable period of time, the fair value of such
          consideration shall be determined by an independent appraiser experienced in
          valuing such type of consideration jointly selected by the Corporation and the
          Majority Holders. The determination of such appraiser shall be final and binding
          upon the parties and the fees and expenses of such appraiser shall be borne
          one-half by the Corporation and one-half the holders of the Series A Preferred
          (pro rata based on the number of Shares held by each such holder).

(vi)       
          Integrated Transactions. In case any Option is issued in connection with
          the issue or sale of other securities of the Corporation, together comprising
          one integrated transaction in which no specific consideration is allocated to
          such Option by the parties thereto, the Option shall be deemed to have been
          issued for a consideration of $.01.

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(vii)       
          Treasury Shares. The number of shares of Common Stock outstanding at any
          given time shall not include shares owned or held by or for the account of the
          Corporation or any Subsidiary, and the disposition of any shares so owned or
          held shall be considered an issue or sale of Common Stock.

(viii)       
          Record Date. If the Corporation takes a record of the holders of Common
          Stock for the purpose of entitling them (a) to receive a dividend or other
          distribution payable in Common Stock, Options or in Convertible Securities or
          (b) to subscribe for or purchase Common Stock, Options or Convertible
          Securities, then such record date shall be deemed to be the date of the issue or
          sale of the shares of Common Stock deemed to have been issued or sold upon the
          declaration of such dividend or upon the making of such other distribution or
          the date of the granting of such right of subscription or purchase, as the case
          may be.

5D.       
          Subdivision or Combination of Common Stock. If the Corporation at any
          time subdivides (by any stock split, stock dividend, recapitalization or
          otherwise) one or more classes of its outstanding shares of Common Stock into a
          greater number of shares, the Conversion Price in effect immediately prior to
          such subdivision shall be proportionately reduced, and if the Corporation at any
          time combines (by reverse stock split or otherwise) one or more classes of its
          outstanding shares of Common Stock into a smaller number of shares, the
          Conversion Price in effect immediately prior to such combination shall be
          proportionately increased.

5E.       
          Reorganization, Reclassification, Consolidation, Merger or Sale. Any
          recapitalization, reorganization, reclassification, consolidation, merger, sale
          of all or substantially all of the Corporations assets or other
          transaction, in each case which is effected in such a manner that the holders of
          Common Stock are entitled to receive (either directly or upon subsequent
          liquidation) stock, securities or assets with respect to or in exchange for
          Common Stock, is referred to herein as an Organic Change.
          Prior to the consummation of any Organic Change, the Corporation shall make
          appropriate provisions (in form and substance reasonably satisfactory to the
          Majority Holders) to insure that the Series A Preferred shall not be cancelled
          or retired as a result of such Organic Change and each of the holders of the
          Series A Preferred shall thereafter have the right to acquire and receive, in
          lieu of or in addition to (as the case may be) the shares of Conversion Stock
          immediately theretofore acquirable and receivable upon the conversion of such
          holders Series A Preferred, such shares of stock, securities or assets as
          such holder would have received in connection with such Organic Change if such
          holder had converted its Series A Preferred immediately prior to such Organic
          Change. In each such case, the Corporation shall also make appropriate
          provisions (in form and substance reasonably satisfactory to the Majority
          Holders) to insure that the provisions of this Section 5 and Section
          6 hereof shall thereafter be applicable to the Series A Preferred
          (including, in the case of any such consolidation, merger or sale in which the
          successor entity or purchasing entity is other than the Corporation, an
          immediate adjustment of the Conversion Price, and a corresponding immediate
          adjustment in the number of shares of Conversion Stock acquirable and receivable
          upon conversion of Series A Preferred, if the value so reflected is less than
          the Conversion Price determined as of the date of such consolidation, merger or
          sale). The Corporation shall not effect any such consolidation, merger or sale,
          unless prior to the consummation thereof, the successor entity (if other than
          the Corporation) resulting from consolidation or merger or the entity purchasing
          such assets assumes by written instrument (in form and substance reasonably
          satisfactory to the Majority Holders), the obligation to deliver to each such
          holder such shares of stock, securities or assets as, in accordance with the
          foregoing provisions, such holder may be entitled to acquire.

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5F.       
          Certain Events. If any event occurs of the type contemplated by the
          provisions of this Section 5 but not expressly provided for by such
          provisions (including, without limitation, the granting of stock appreciation
          rights, phantom stock rights or other rights with equity features), then the
          Corporations Board of Directors shall make an appropriate adjustment in
          the Conversion Price so as to protect the rights of the holders of Series A
          Preferred; provided that no such adjustment shall increase the Conversion
          Price as otherwise determined pursuant to this Section 5 or decrease the
          number of shares of Conversion Stock issuable upon conversion of each Share of
          Series A Preferred.

5G.       
          Notices.

(i)       
          Immediately upon any adjustment of the Conversion Price, the Corporation shall
          give written notice thereof to all holders of Series A Preferred, setting forth
          in reasonable detail and certifying the calculation of such adjustment.

(ii)       
          The Corporation shall give written notice to all holders of Series A Preferred
          at least 20 days prior to the date on which the Corporation closes its books or
          takes a record (a) with respect to any dividend or distribution upon Common
          Stock, (b) with respect to any pro rata subscription offer to holders of
          Common Stock or (c) for determining rights to vote with respect to any Organic
          Change, dissolution or liquidation.

(iii)       
          The Corporation shall also give written notice to the holders of Series A
          Preferred at least 20 days prior to the date on which any Organic Change shall
          take place.

5H.       
          No Avoidance. If the Corporation shall enter into any transaction for the
          purpose of avoiding the application of the provisions of this Section 5,
          the benefits of such provisions shall nevertheless apply and be preserved.

Section
6. Purchase Rights.

If
at any time the Corporation grants, issues or sells any Options, Convertible Securities or
rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the Purchase Rights), then each
holder of Series A Preferred shall be entitled to acquire, upon the terms applicable to
such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired
if such holder had held the number of shares of Conversion Stock acquirable upon
conversion of such holders Series A Preferred immediately before the date on which a
record is taken for the grant, issuance or sale of such Purchase Rights, or if no such
record is taken, the date as of which the record holders of Common Stock are to be
determined for the grant, issue or sale of such Purchase Rights.

If
the Distribution Date (as defined in the Rights Plan) occurs, the Corporation shall issue
to each holder of Series A Preferred a number of rights (New Rights)
equal to the number of Rights (as defined in the Rights Plan) such holder would have held
if such holder had held the number of shares of Conversion Stock acquirable upon
conversion of such holders Series A Preferred immediately prior to the Distribution
Date. The New Rights shall be identical to the Rights.

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Section
7. Events of Noncompliance.

7A.       
          Definition. An Event of Noncompliance shall have
          occurred if:

(i)    
          the Corporation fails to pay on any two consecutive Dividend Payment Dates the
          full amount of dividends then accrued on the Series A Preferred, whether or not
          such payment is legally permissible or is prohibited by any agreement to which
          the Corporation is subject;

(ii)    
          the Corporation fails to make any redemption payment or payment pursuant to
          Section 5A(ii) or payment pursuant to Section 5E of the Purchase
          Agreement with respect to the Series A Preferred which it is required to make
          hereunder or (upon acceptance of the Corporations offer) thereunder,
          whether or not such payment is legally permissible or is prohibited by any
          agreement to which the Corporation is subject;

(iii)    
          the Corporation materially breaches or otherwise materially fails to perform or
          observe any other covenant or agreement set forth herein or in any of the
          Transaction Documents and such breach or failure continues for a period of 30
          days after notice is given the Corporation by any holder of Series A Preferred
          or the Corporation otherwise has actual knowledge thereof or the opinion of the
          Corporations independent accountants delivered pursuant to Section 4A(iii)
          of the Purchase Agreement contains a going-concern exception;

(iv)    
          any representation or warranty contained in any of the Transaction Documents or
          required to be furnished to any holder of Series A Preferred pursuant to the
          Purchase Agreement, or any information contained in writing furnished by the
          Corporation or any Subsidiary to any holder of Series A Preferred, is false or
          misleading on the date made or furnished, and such breach of the representation
          or warranty has had or would reasonably be expected to result in a Material
          Adverse Effect;

(v)    
          the Corporation or any Subsidiary makes an assignment for the benefit of
          creditors or admits in writing its inability to pay its debts generally as they
          become due; or an order, judgment or decree is entered adjudicating the
          Corporation or any Subsidiary bankrupt or insolvent; or any order for relief
          with respect to the Corporation or any Subsidiary is entered under the Federal
          Bankruptcy Code; or the Corporation or any Subsidiary petitions or applies to
          any tribunal for the appointment of a custodian, trustee, receiver or liquidator
          of the Corporation or any Subsidiary or of any substantial part of the assets of
          the Corporation or any Subsidiary, or commences any proceeding (other than a
          proceeding for the voluntary liquidation and dissolution of a Subsidiary)
          relating to the Corporation or any Subsidiary under any bankruptcy,
          reorganization, arrangement, insolvency, readjustment of debt, dissolution or
          liquidation law of any jurisdiction; or any such petition or application is
          filed, or any such proceeding is commenced, against the Corporation or any
          Subsidiary and either (a) the Corporation or any such Subsidiary by any act
          indicates its approval thereof, consent thereto or acquiescence therein or (b)
          such petition, application or proceeding is not dismissed within 60 days;

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(vi)    
          a judgment in excess of the sum of $5,000,000 plus (unless the applicable
          insurer has in any way disputed or denied such coverage) the amount of
          applicable insurance coverage is rendered against the Corporation or any
          Subsidiary and, within 60 days after entry thereof, such judgment is not fully
          discharged or execution thereof stayed pending appeal, or within 60 days after
          the expiration of any such stay, such judgment is not discharged; or

(vii)    
          the Corporation or any Subsidiary defaults in the performance of any obligation
          or agreement if the effect of such default is to cause an amount exceeding
          $5,000,000 to become due prior to its stated maturity or to permit the holder or
          holders of any obligation to cause an amount exceeding $5,000,000 to become due
          prior to its stated maturity.

7B.       
          Consequences of Events of Noncompliance.

|(i) | If an Event of Noncompliance has occurred and is continuing, the dividend rate
          on the Series A Preferred shall increase immediately by an increment of one
          percentage point. Thereafter, until such time as no Event of Noncompliance
          exists, the dividend rate shall increase automatically at the end of each
          succeeding 90-day period by an additional increment of one percentage point (but
          in no event shall the dividend rate exceed the greater of (a) 8% and
          (b) the prime rate published by The Wall Street Journal
          as of any date of determination plus 400 basis points). Any increase of
          the dividend rate resulting from the operation of this Section 7B(i)
          shall terminate as of the close of business on the date on which no Event of
          Noncompliance exists, subject to subsequent increases pursuant to this
          Section 7B(i).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | If an Event of Noncompliance other than an Event of Noncompliance of the type
          described in Section 7A(v) has occurred and is continuing, the Majority
          Holders may demand (by written notice delivered to the Corporation) immediate
          redemption of all or any portion of the Series A Preferred owned by such holder
          or holders at a price per Share equal to the greater of (a) the Cash Redemption
          Price and (b) with respect to any redemption demanded hereunder prior to July
          31, 2008, the Premium Redemption Price. The Corporation shall give prompt
          written notice of such election to the other holders of Series A Preferred (but
          in any event within five days after receipt of the initial demand for
          redemption), and each such other holder may demand immediate redemption of all
          or any portion of such holders Series A Preferred by giving written notice
          thereof to the Corporation within seven days after receipt of the
          Corporations notice. The Corporation shall redeem all Series A Preferred
          as to which rights under this Section 7B(ii) have been exercised within
          15 days after receipt of the initial demand for redemption.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | If an Event of Noncompliance of the type described in Section 7A(v) has
          occurred, all of the Series A Preferred then outstanding shall be subject to
          immediate redemption by the Corporation (without any action on the part of the
          holders of the Series A Preferred) at a price per Share equal to the greater of
          (a) the Cash Redemption Price and (b) with respect to any redemption
          demanded hereunder prior to July 31, 2008, the Premium Redemption Price. The
          Corporation shall immediately redeem all Series A Preferred upon the occurrence
          of such Event of Noncompliance.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | If any Event of Noncompliance other than an Event of Noncompliance of the type
          described in Section 7A(iii) or 7A(iv), but including an
          Event of Noncompliance of the type described in Section 7A(iii) if such
          breach or failure to perform or observe is of any covenant or agreement set
          forth in Section 4B hereof, has occurred and is continuing, then each
          Series A Director shall be entitled (in accordance with the provisions of
          Section 607.0804 of the Florida Business Corporation Act) to a number of votes
          on the Board of Directors with respect to any matter equal to one and one-half
          (11/2) votes. Such entitlement to a greater number of
          votes shall continue until such time as there is no longer any Event of
          Noncompliance in existence, at which time such special right shall terminate
          subject to revesting upon the occurrence and continuation of any Event of
          Noncompliance which gives rise to such special right hereunder.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(v) | If any Event of Noncompliance exists, each holder of Series A Preferred shall
          also have any other rights which such holder is entitled to under any contract
          or agreement at any time and any other rights which such holder may have
          pursuant to applicable law.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
8.       Registration of Transfer.

The
Corporation shall keep at its principal office a register for the registration of Series A
Preferred. Upon the surrender of any certificate representing Series A Preferred at such
place, the Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporations expense) a new certificate or certificates
in exchange therefor representing in the aggregate the number of Shares represented by the
surrendered certificate. Each such new certificate shall be registered in such name and
shall represent such number of Shares as is requested by the holder of the surrendered
certificate and shall be substantially identical in form to the surrendered certificate,
and dividends shall accrue on the Series A Preferred represented by such new certificate
from the date to which dividends have been fully paid on such Series A Preferred
represented by the surrendered certificate.

Section
9.       Replacement.

Upon
receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the
registered holder shall be satisfactory) of the ownership and the loss, theft, destruction
or mutilation of any certificate evidencing Shares of Series A Preferred, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory
to the Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case of any
such mutilation upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of Shares of such class represented by such lost, stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate, and dividends shall accrue on the Series A Preferred represented by
such new certificate from the date to which dividends have been fully paid on such lost,
stolen, destroyed or mutilated certificate.

Section
10.       Amendment and Waiver.

No
amendment, modification or waiver shall be binding or effective with respect to any
provision of Sections 1 to 12 hereof without the prior written consent of
the Majority Holders as of the time such action is taken; providedthat if any such
amendment, modification or waiver is to a provision in this Certificate of Designation
that requires a specific vote to take an action thereunder or to take an action with
respect to the matters described therein, such amendment, modification or waiver shall not
be effective unless such vote is obtained with respect to such amendment, modification or
waiver; and provided further that no change in the terms hereof may be
accomplished by merger or consolidation of the Corporation with another corporation or
entity unless the Corporation has obtained the prior written consent of the holders of the
applicable percentage of the Series A Preferred then outstanding. No other course of
dealing between the Corporation and the holder of any Series A Preferred or any delay in
exercising any rights hereunder shall operate as a waiver of any rights of any such
holders. For purposes of this Certificate of Designation, Series A Preferred held by the
Corporation or any Subsidiaries shall not be deemed to be outstanding.

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Section
11.       Notices.

All
notices, demands or other communications to be given or delivered under or by reason of
the provisions of this Certificate of Designation shall be in writing and shall be deemed
to have been given when delivered personally to the recipient, telecopied to the recipient
(with hard copy sent by overnight courier in the manner provided hereunder) if sent prior
to 4:00 p.m. Chicago time on a business day (and otherwise, on the immediately succeeding
business day), one business day after being sent to the recipient by reputable overnight
courier service (charges prepaid) or three business days after being mailed to the
recipient by certified or registered mail, return receipt requested and postage prepaid.
Such notices, demands and other communications shall be sent (i) to the Corporation, at
its principal executive offices and (ii) to any holder of Series A Preferred, at such
holders address as it appears in the stock records of the Corporation (unless
otherwise indicated by any such holder).

Section
12.       Definitions.

25%
IRR Amount means cash in amount sufficient to provide a holder of a Share of
Series A Preferred, when taken together with the Liquidation Value plus accrued and unpaid
dividends thereon and any additional Cash Inflows received (and not returned in accordance
with the definition of IRR) by such holder in respect of such Share, with a 25% IRR.

Accepted
Shares has the meaning specified in Section 3A.

Affiliate
of any particular Person means (i) any other Person controlling, controlled by or under
common control with such particular Person, where control means the
possession, directly or indirectly, of the power to direct the management and policies of
a Person whether through the ownership of voting securities, by contract or otherwise, and
(ii) if such Person is a partnership or limited liability company, any partner or member
thereof.

Cash
Redemption Price of any Share as of any date of determination means the greater
of (a) the Liquidation Value thereof plus all accrued and unpaid dividends thereon and
(b) the sum of (i) the Fair Market Value of the Conversion Stock issuable upon
conversion of such Share of Series A Preferred (which, in the case of a redemption in
connection with a Change in Ownership or Fundamental Change, shall be the Fair Market
Value of the total consideration that the holder of the Share of Series A Preferred to be
redeemed would have received in connection with such Change in Ownership or Fundamental
Change had such holder converted such Share into Conversion Stock immediately prior to
such Change in Ownership or Fundamental Change) plus (ii) accrued and unpaid
dividends on such Share; provided that with respect to any redemption in connection
with a Change in Ownership or Fundamental Change to take place on or before June 6, 2004,
the Cash Redemption Price shall in no event be less than 125% of the sum of the
Liquidation Value of such Share plus all accrued and unpaid dividends thereon.

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Change
in Ownership means any transaction or event (including, without limitation, any
sale, transfer or issuance or series of sales, transfers and/or issuances of Common Stock
by the Corporation or any holders thereof) which results in any Person or group of Persons
(as the term group is used under the Securities Exchange Act of 1934, as
amended), other than the initial holders of Series A Preferred, owning (including
beneficial ownership, as that term is used under the Securities Exchange Act
of 1934, as amended) more than 25% of the Common Stock outstanding at the time of such
transaction or event, or of capital stock of the Corporation possessing the voting power
(under ordinary circumstances) to elect a majority of the Corporations Board of
Directors.

Closing
means the closing of the separate purchases and sales of the Series A Preferred pursuant
to the Purchase Agreement.

Common
Stock means, collectively, the Corporations Common Stock, par value $.01
per share,and any capital stock of any class of the Corporation hereafter
authorized which is not limited to a fixed sum or percentage of par or stated value in
respect to the rights of the holders thereof to participate in dividends or in the
distribution of assets upon any Liquidation Event.

Common
Stock Deemed Outstanding means, at any given time, the number of shares of
Common Stock actually outstanding at such time, plus the number of shares of Common Stock
deemed to be outstanding pursuant to Sections 5C(i) and 5C(ii) hereof
whether or not the Options or Convertible Securities are actually exercisable at such
time, but excluding any shares of Common Stock issuable upon conversion of the Series A
Preferred.

Conversion
Stock means shares of the Corporations Common Stock, par value $.01 per
share; providedthat if there is a change such that the securities issuable upon
conversion of the Series A Preferred are issued by an entity other than the Corporation or
there is a change in the type or class of securities so issuable, then the term
Conversion Stock shall mean one share of the security issuable upon conversion
of the Series A Preferred if such security is issuable in shares, or shall mean the
smallest unit in which such security is issuable if such security is not issuable in
shares.

Convertible
Securities means any stock or securities directly or indirectly convertible into
or exchangeable for Common Stock.

Demand
Shares has the meaning specified in Section 3B.

Disclosure
Schedules means the schedules referenced in the Purchase Agreement (other than
the Schedule of Purchasers) and delivered to each of the Purchasers in a letter dated as
of the date of the Purchase Agreement.

Dividend
Payment Dates has the meaning specified in Section 1B.

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EBITDA
means net income plus interest, taxes, depreciation and amortization for the applicable
period on a consolidated basis as each such item is shown on the financial statements
required to be delivered pursuant to Section 4A(i) and (iii) of the Purchase
Agreement.

Employee
Stock Purchase Plan means the Corporations Employee Stock Purchase Plan
approved by the Corporations shareholders on May 24, 2001, as in effect on
April 24, 2003.

Event
of Noncompliance has the meaning specified in Section 7A.

Fair
Market Value means (a) with respect to cash, the amount thereof, (b) with
respect to securities, their Market Price and (c) with respect to any consideration other
than cash or securities, its fair value determined jointly by the Corporations Board
of Directors and the Majority Holders. If such parties are unable to reach agreement
within a reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation and the
Majority Holders. The determination of such appraiser shall be final and binding upon the
parties, and the Corporation and the holders of Series A Preferred (pro rata based on the
number of Shares held by each such holder) each shall pay one-half of the fees and
expenses of such appraiser.

Frontenac
means, collectively, Frontenac VIII Limited Partnership and Frontenac Masters VIII Limited
Partnership.

Fundamental
Change means (1) any sale or transfer of more than 50% of the assets of the
Corporation and its Subsidiaries on a consolidated basis (measured by Fair Market Value)
in any transaction or series of transactions, or (2) any merger or consolidation to which
the Corporation is a party or any recapitalization, reorganization or reclassification of
the Corporation or its capital stock, except for a merger, recapitalization,
reorganization or reclassification in which the Corporation is the surviving corporation,
the terms of the Series A Preferred are not changed and the Series A Preferred is not
exchanged for cash, securities or other property, and after giving effect to such merger,
recapitalization, reorganization or reclassification, the beneficial holders of the
Corporations outstanding capital stock immediately prior to the merger shall
continue to own the Corporations outstanding capital stock possessing the voting
power (under ordinary circumstances) to elect a majority of the Corporations Board
of Directors and no Person or group of Persons (as the term group is used
under the Securities Exchange Act of 1934), other than the initial holders of
Series A Preferred, has beneficial ownership (as that term is used under
the Securities Exchange Act of 1934, as amended) of more than 25% of the outstanding
Common Stock.

Funded
Debt means at a particular time, without duplication, (i) any indebtedness
for borrowed money or issued in substitution for or exchange of indebtedness for borrowed
money, (ii) any indebtedness evidenced by any note, bond, debenture or other debt
security and (iii) any indebtedness described in clauses (i) or (ii) guaranteed in
any manner by a Person (including, without limitation, guarantees in the form of an
agreement to repurchase or reimburse); provided that Funded Debt shall
not include any loans between the Corporation and/or its Wholly-Owned Subsidiaries.

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GAAP
means generally accepted accounting principles in the United States, consistently applied.

Investments
as applied to any Person means (i) any direct or indirect purchase or other acquisition by
such Person of any notes, obligations, instruments, stock, securities or ownership
interests (including partnership interests and joint venture interests) of any other
Person and (ii) any capital contribution by such Person to any other Person.

IRR
means the annual interest rate (compounded annually) which, when used to calculate the net
present value as of June 6, 2003, of all Cash Inflows and all Cash Outflows (each as
defined below) through the date of determination, causes such net amount to equal zero.
Cash Inflows as used herein shall (i) subject to clause (ii) below,
include all cash payments received by the holders of Series A Preferred with respect to or
in exchange for the Series A Preferred, including, without duplication, all cash payments
received by the holders of Series A Preferred with respect to the property described in
the proviso of clause (ii) below; and (ii) include the Fair Market Value of
distributions of property (e.g., shares of capital stock of the Corporation) received by
holders of Series A Preferred with respect to or in exchange for the Series A Preferred;
provided that, in the event that property is distributed subject to contingencies
or restrictions that might affect its Fair Market Value (e.g., non-publicly traded stock,
publicly traded stock subject to transfer restrictions or limitations or other
non-Marketable Securities or rights to receive property pursuant to earn outs or similar
contingencies), the date on which such property is to be valued shall be the date such
property is sold by holders of Series A Preferred (a) in an underwritten offering of
securities or (b) to any Person who is not an Affiliate of the Corporation or such holder,
and such date shall be the date the property is deemed received for computing the IRR;
provided, however, that if at the time of any redemption to be consummated
hereunder a holder of Series A Preferred possesses any such property referred to in the
previous proviso received in respect of its Shares, then, at the election of such holder
(in such holders sole discretion), the Fair Market Value of such property (taking
into account such contingencies or restrictions) shall be included in the calculation of
IRR or such holder shall return such property to the Corporation and it will not be
included in the calculation of the IRR. Cash Outflows as used herein
shall include the sum of all cash payments or investments made by the holders of Series A
Preferred to and in the Corporation with respect to such Series A Preferred. For purposes
of the net present value calculation, each Cash Inflow and each Cash Outflow specified
above shall be deemed to have been received or made on the first day of the month nearest
to the actual date of such payment.

Junior
Securities means shares of any class or series of the Corporations capital
stock or other equity securities which are junior to the Series A Preferred in all
respects with respect to preference and priority on dividends, redemptions, liquidations
and otherwise, including, without limitation, (i) not having redemption rights or
obligations or other put or call rights in priority to, or earlier in time than, the
payment in full in cash of the Redemption Price or conversion of all Shares of Series A
Preferred, except for after the Scheduled Demand Redemption Date in 2011 (or, if a Demand
Redemption was made for such Scheduled Demand Redemption Date, the Redemption Date for the
last Demand Share to be redeemed pursuant thereto (if later)), (ii) being subordinate in
all respects to prior payment in full of all amounts to which the holders of the Series A
Preferred are entitled hereunder upon a Liquidation Event (including in the case of any
deemed Liquidation Event described in Section 2C), (iii) not providing for cash
dividends (although such securities may have payment-in-kind dividends) with payment in
priority to, or earlier in time than, the payment in full in cash of the Redemption Price
or conversion of all Shares of Series A Preferred, except for after the Scheduled Demand
Redemption Date in 2011 (or, if a Demand Redemption was made for such Scheduled Demand
Redemption Date, the Redemption Date for the last Demand Share to be redeemed pursuant
thereto (if later)), (iv) not containing any other rights or terms entitling the holder
thereof to receive or obtain any other payments prior to the payment in full of all
amounts to which the holders of Series A Preferred are entitled, except for after the
Scheduled Demand Redemption Date in 2011 (or such later time as such Redemption Date takes
place), (v) not containing any provision which in any way could impair, restrict or
otherwise adversely affect the Corporations right or ability to comply with its
obligations with respect to the Series A Preferred, (vi) not containing any other rights
superior to the rights afforded to the holders of Series A Preferred pursuant to this
Certificate of Designation, and (vii) not providing for or permitting the conversion,
exercise or exchange of such security (regardless of the circumstances) into or for a
security other than a Junior Security as otherwise described in this definition;
provided that the declaration from time to time of Permitted Common Stock Dividends
shall not disqualify Common Stock from being a Junior Security.

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Liquidation
Event has the meaning specified in Section 2A.

Liquidation Payment
Amount has the meaning specified in Section 2C.

Liquidation
Value of any Share as of any particular date shall be equal to $1,000.

Liquidity
Event has the meaning specified in Section 5A(ii).

Liquidity Notice
has the meaning specified in Section 5(A)(ii).

Majority
Holders means the holders of a majority of the then outstanding Series A
Preferred, excluding any Shares of Series A Preferred held by a holder or group of
affiliated holders of less than 10% of the then outstanding Series A Preferred not deemed
held by another Person pursuant to the following proviso and excluding any Shares of
Series A Preferred held by BVCF IV, L.P.; provided that a Person shall be deemed to
hold Series A Preferred for purposes of this definition if such Person has the right to
vote or otherwise exercise decisions with respect to such Shares of Series A Preferred
(whether by irrevocable proxy, voting agreement or otherwise) on matters relating to the
election and removal of the Series A Directors pursuant to Section 4A and the
making of all decisions granted to the Majority Holders pursuant to this Certificate of
Designation and the Purchase Agreement even if such Person is not the record holder or
beneficial owner of such shares.

Majority
Holders Accepted Shares has the meaning specified in
Section 3A.

Market
Price of any security means the average, over a period of 15 days consisting of
the day as of which Market Price is being determined and the 14 consecutive
trading days prior to such day, of the closing prices of such securitys sales on the
principal securities exchange on which such security may at the time be listed, or, if
there has been no sales on such exchange on any day, the average of the highest bid and
lowest asked prices on such exchange at the end of such day, or, if on any day such
security is not so listed, the average of the

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representative bid and asked prices quoted
in the Nasdaq National Market System as of 4:00 P.M., New York time, or, if on any day
such security is not quoted in the Nasdaq National Market System, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar successor
organization. If at any time such security is not listed on any securities exchange or
quoted in the Nasdaq National Market System or the over-the-counter market, the
Market Price shall be the fair value thereof determined jointly by the
Corporation and the Majority Holders. If such parties are unable to reach agreement within
a reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation and the
Majority Holders. The determination of such appraiser shall be final and binding upon the
parties, and the Corporation and the holders of Series A Preferred (pro rata based on the
number of Shares held by each such holder) each shall pay one-half of the fees and
expenses of such appraiser.

Marketable
Securities means securities which are (i) listed or quoted on a United States
national securities exchange or quoted on a United States national automated inter-dealer
quotation system, (ii) in the Majority Holders reasonable belief after consultation
with counsel, immediately eligible for sale by each holder pursuant to a registration
statement effective under the Securities Act of 1933, as amended, or immediately eligible
for sale by the holder (independently of sales by other holders) pursuant to Rule 144(k)
of the Securities Act of 1933, as amended, or any similar provision then in force and
(iii) not subject to any hold-back or lock-up imposed by a
managing underwriter in connection with a public offering of the issuer or any other
restriction on the disposition thereof under the terms of any other agreement.

Material
Adverse Effect means a material and adverse effect, change or development upon
or in the business, operations, assets, liabilities, condition (financial or otherwise),
business prospects or operating results of the Corporation and its Subsidiaries taken as a
whole.

Maximum
Demand Shares has the meaning specified in Section 3B.

Net
Income means the Corporations net income for the applicable period on a
consolidated basis as shown on the financial statements required to be delivered pursuant
to Section 4A(i) and 4A(iii) of the Purchase Agreement.

Net
Revenue means the Corporations revenues on a net reporting basis for the
applicable period on a consolidated basis as shown on the financial statements required to
be delivered pursuant to Section 4A(i) and 4A(iii) of the Purchase Agreement.

New Rights has
the meaning specified in Section 6.

Offered
Shares has the meaning specified in Section 3A.

Options
means any rights, warrants or options to subscribe for or purchase Common Stock or
Convertible Securities.

Organic
Change has the meaning specified in Section 5E.

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Permitted
Common Stock Dividends means quarterly dividends in an amount per share
determined by the Corporations Board of Directors and declared with respect to the
Corporations Common Stock so long as such amount does not exceed, when taken
together with all dividends declared during the prior three fiscal quarters, 50% of the
Corporations Net Income (as reported in the Corporations SEC Reports relating
to such period) for the twelve month period ending on the last day of the
Corporations immediately preceding fiscal quarter; provided that (i) with respect to
all dividends declared during the first fiscal quarter to end after the initial issuance
of the Series A Preferred, such dividends shall not exceed 50% of the Corporations
Net Income (as reported in the Corporations SEC Reports relating to such period) for
the three month period ending on the last day of the Corporations immediately
preceding fiscal quarter, (ii) with respect to all dividends declared during the second
fiscal quarter to end after the initial issuance of the Series A Preferred, such dividends
shall not exceed, when taken together with all dividends during the prior fiscal quarter,
50% of the Corporations Net Income (as reported in the Corporations SEC
Reports relating to such period) for the six month period ending on the last day of the
Corporations immediately preceding fiscal quarter, (iii) with respect to all
dividends declared during the third fiscal quarter to end after the initial issuance of
the Series A Preferred, such dividends shall not exceed, when taken together with all
dividends during the prior two fiscal quarters, 50% of the Corporations Net Income
(as reported in the Corporations SEC Reports relating to such period) for the nine
month period ending on the last day of the Corporations immediately preceding fiscal
quarter, and (iv) with respect to all dividends declared during the fourth fiscal quarter
to end after the initial issuance of the Series A Preferred, such dividends shall not
exceed, when taken together with all dividends during the prior three fiscal quarters, 50%
of the Corporations Net Income (as reported in the Corporations SEC Reports
relating to such period) for the twelve month period ending on the last day of the
Corporations immediately preceding fiscal quarter; provided, however,
that (I) during any fiscal quarter during the year 2005, the Corporation may declare
dividends in an amount per share per quarter determined by the Corporations Board of
Directors so long as the amount of such dividends does not exceed, when taken together
with all dividends declared during the prior three fiscal quarters, 40% of the
Corporations Net Income (as reported in the Corporations SEC Reports relating
to such period) for the twelve month period ending on the last day of the
Corporations immediately preceding fiscal quarter and (II) during any fiscal quarter
beginning after December 31, 2005, the Corporation may declare dividends in an amount per
share per quarter determined by the Corporations Board of Directors so long as the
amount of such dividends does not exceed, when taken together with all dividends declared
during the prior three fiscal quarters, 30% of the Corporations Net Income (as
reported in the Corporations SEC Reports relating to such period) for the twelve
month period ending on the last day of the Corporations immediately preceding fiscal
quarter.

Permitted
Investments means (a) Investments having a stated maturity no greater than one
year from the date the Corporation makes such Investment in (1) obligations of the United
States government or any agency thereof or obligations guaranteed by the United States
government, (2) certificates of deposit of commercial banks having combined capital and
surplus of at least $50 million, (3) commercial paper with a rating of at least
Prime-1 by Moodys Investors Service, Inc. or (4) other similar
obligations and securities having equivalent credit ratings to the securities listed in
clause (3) and maturing in one year or less at the time of investment and (b) Investments
approved by the Investment Committee of the Board of Directors.

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Permitted
Stock Option Plans means the Corporations 2002 Stock Option Plan and 1997
Stock Incentive Plan.

Person
means an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision
thereof.

Premium
Redemption Price of any Share as of any date of determination means the sum of
(i) the Liquidation Value thereof plus all accrued and unpaid dividends thereon plus (ii)
a 25% IRR Amount.

Public
Offering means any offering by the Corporation of its capital stock or equity
securities to the public pursuant to an effective registration statement under the
Securities Act of 1933, as then in effect, or any comparable statement under any similar
federal statute then in force.

Purchase
Agreement means the Preferred Stock Purchase Agreement, dated as of April 24,
2003, by and among the Corporation and certain investors, as such agreement may from time
to time be amended in accordance with its terms.

Purchase
Rights has the meaning specified in Section 6.

Redemption
Date as to any Share means the date specified in the notice of any redemption at
the Corporations option or at the holders option or the applicable date
specified herein in the case of any other redemption; provided that no such date
shall be a Redemption Date unless the applicable Redemption Price is actually paid in full
on such date, and if not so paid in full, the Redemption Date shall be the date on which
such amount is fully paid.

Redemption
Demand has the meaning specified in Section 3B.

Redemption Offer
has the meaning specified in Section 3A.

Redemption
Price means the Cash Redemption Price or the Premium Redemption Price, as
applicable.

Registration
has the meaning specified in Section 5A(ii).

Registration
Rights Agreement means the Registration Rights Agreement, dated as of June 6,
2003, by and among the Corporation and certain investors, as such agreement may from time
to time be amended in accordance with its terms.

Repurchase
has the meaning specified in Section 5A(ii).

Rights
Plan means the Corporations Rights Agreement adopted on April 23, 2002.

Scheduled
Demand Redemption Date has the meaning specified in Section 3B.

Scheduled Offered
Redemption Dates has the meaning specified in Section 3A.

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SEC
Reports means the quarterly reports on Form 10-Q and the annual reports on Form
10-K (including any amendments thereto) required to be filed by it with the Securities and
Exchange Commission (including any successor thereto) pursuant to the federal securities
laws and the Securities and Exchange Commission rules and regulations thereunder.

Series
A Director has the meaning specified in Section 4A.

Series A
Preferred has the meaning specified in Section 1A.

Share
has the meaning specified in Section 1A.

Side
Letter means that certain letter agreement, dated as of April 24, 2003, by and
among the Corporation and certain of the initial holders of Series A Preferred, as such
agreement may from time to time be amended in accordance with its terms.

Subsidiary
means, with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a
limited liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more Subsidiaries of that
person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed
to have a majority ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be allocated a
majority of limited liability company, partnership, association or other business entity
gains or losses or shall be or control the managing general partner of such limited
liability company, partnership, association or other business entity. For purposes of this
Certificate of Designation, if the context does not otherwise specify in respect of which
Person the term Subsidiary is used, the term Subsidiary shall
refer to a Subsidiary of the Corporation.

Transaction
Documents means the Purchase Agreement, the Registration Rights Agreement, the
Side Letter, the Disclosure Schedules, any other agreement contemplated hereby or thereby
to which the Corporation is a party and any certificate delivered by the Corporation with
respect hereto or thereto in connection with the Closing.

Underlying
Common Stock means for purposes of Section 5A(ii) of this Certificate of
Designation (i) the Common Stock issuable upon conversion of the Series A Preferred and
(ii) any Common Stock issuable with respect to the securities referred to in clause (i)
above by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. For purposes of
Section 5A(ii) of this Certificate of Designation, any Person who holds Series A Preferred
shall be deemed to be the holder of the Underlying Common Stock obtainable upon conversion
of the Series A Preferred in connection with the transfer thereof or otherwise regardless
of any restriction or limitation on the conversion of the Series A Preferred, such
Underlying Common Stock shall be deemed to be in existence and outstanding, and such
Person shall be entitled to exercise the rights of a holder of Underlying Common Stock
hereunder.

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Wholly-Owned
Subsidiary means, with respect to any Person, a Subsidiary of which all of the
outstanding capital stock or other ownership interests are owned by such Person or another
Wholly-Owned Subsidiary of such Person.

# ARTICLE V.
TRANSACTIONS WITH OFFICERS, DIRECTORS OR SHAREHOLDERS

No
contract or transaction between the Corporation and one or more of its directors,
officers, or shareholders or between the Corporation and any person (as used herein
person means any other corporation, partnership, association, firm, trust,
joint venture, political subdivision, or instrumentality) or other organization in which
one or more of its directors, officers, or shareholders are directors, officers, or
shareholders, or have a financial interest, shall be void or voidable solely for this
reason, or solely because the director or officer is present at or participates in the
meeting of the Board of Directors or committee which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such purpose, if:
(a) the material facts as to his or her relationship or interest and as to the contract or
transaction are disclosed to or are known by the Board of Directors or the committee, and
the Board of Directors or committee in good faith authorizes the contract or transaction
by the affirmative vote of a majority of the disinterested directors (if more than one);
or (b) the material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed to or are known by the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved by vote of the shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the time it is
authorized, approved, or ratified by the Board of Directors, a committee thereof (to the
extent permitted by applicable law), or the shareholders. Shares owned or controlled by an
officer or director who has an interest in the contract or transaction shall not be
counted in the vote of the shareholders on such contract or transaction.

# ARTICLE VI.
INDEMNIFICATION

(a)    
          The Corporation shall indemnify to the fullest extent authorized or permitted by
          law (as now or hereafter in effect) any person who is or was made, or threatened
          to be made, a party to any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or investigative, including,
          without limitation, an action by or in the right of the Corporation to procure a
          judgment in its favor, by reason of the fact that such person, or a person of
          whom such person is the legal representative, is or was a director or officer of
          the Corporation, or is or was serving in any capacity at the request of the
          Corporation for any other corporation, partnership, joint venture, trust,
          employee benefit plan or other enterprise (an Other Entity), against
          judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
          charges and expenses (including attorneys fees and disbursements). Persons
          who are not directors or officers of the Corporation may be similarly
          indemnified in respect of service to the Corporation to the extent the Board of
          Directors at any time specifies that such persons are entitled to the benefits
          of this Article.

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(b)    
          The Corporation shall have power to purchase and maintain insurance on behalf of
          any person who is or was a director, officer, employee or agent of the
          Corporation, or is or was serving at the request of the Corporation as a
          director, officer, employee or agent of an Other Entity, against any liability
          asserted against such person and incurred by such person in any such capacity,
          or arising out of such persons status as such, whether or not the
          Corporation would have the power to indemnify such person against such liability
          under the provisions of this Article, the Bylaws or under Section 607.0850 of
          the Florida Business Corporation Act or any other provision of law.

# ARTICLE VII. BOARD OF
DIRECTORS

(a)    
          The number of directors constituting the Board of Directors shall be fixed by,
          or in the manner provided in, the Bylaws of the Corporation, provided that such
          number shall be no fewer than five (5) and no more than twelve (12) (plus such
          number of directors as may be elected from time to time pursuant to the terms of
          any series of Preferred Stock that may be issued and outstanding from time to
          time). The directors of the Corporation (exclusive of directors who are elected
          pursuant to the terms of, and serve as representatives of the holders of, any
          series of Preferred Stock) shall be referred to herein as Classified
          Directors and shall be divided into three classes, with the first class
          referred to herein as Class I, the second class as Class
          II, and the third class as Class III. Each class shall consist
          as nearly as possible of one-third (1/3) of the total number of directors making
          up the entire Board of Directors. The term of office of the initial Class I
          directors shall expire at the 2003 annual meeting of shareholders, the term of
          office of the initial Class II directors shall expire at the 2005 annual meeting
          of shareholders, and the term of office of the initial Class III directors shall
          expire at the 2004 annual meeting of shareholders, with each director to hold
          office until his or her successor shall have been duly elected and qualified. At
          each annual meeting of shareholders, directors elected to succeed those
          directors whose terms then expire shall be elected for a term of office to
          expire at the third succeeding annual meeting of shareholders after their
          election, with each director to hold office until his or her successor shall
          have been duly elected and qualified.

(b)    
          Notwithstanding the foregoing, whenever the holders of any one or more classes
          or series of Preferred Stock issued by the Corporation shall have the right,
          voting separately by series or by class (excluding holders of Common Stock), to
          elect directors at an annual or special meeting of shareholders, the election,
          term of office, filling of vacancies, and other features of such directorships
          shall be governed by the terms of these Articles of Incorporation (including any
          amendment to these Articles of Incorporation that designates a series of
          Preferred Stock), and such directors so elected by the holders of Preferred
          Stock shall not be divided into classes pursuant to this Article unless
          expressly provided by such terms.

(c)    
          Any or all Classified Directors may be removed, but only for cause, at any
          annual or special meeting of shareholders, upon the affirmative vote of the
          holders of a majority of the outstanding shares of each class of capital stock
          of the Corporation then entitled to vote in person or by proxy at an election of
          such Classified Directors, provided that notice of the intention to act upon
          such matter shall have been given in the notice calling such meeting.

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(d)    
          Election of directors, whether Classified Directors or otherwise, need not be by
          written ballot.

# ARTICLE VIII. SPECIAL
MEETINGS OF SHAREHOLDERS; NO ACTION BY WRITTEN CONSENT

Special
meetings of shareholders of the Corporation may be called by the Board of Directors
pursuant to a resolution adopted by a majority of the Classified Directors then serving,
by the Chairman of the Board, or by written demand of any holder or holders of at least
twenty-five percent (25%) of the outstanding shares of capital stock of the Corporation
then entitled to vote on any matter for which the respective special meeting is being
called, such demand to describe the purpose or purposes for which such meeting is called.
Shareholders of the Corporation may not act by written consent in lieu of a meeting.

# ARTICLE IX. VOTE
REQUIRED FOR CERTAIN MATTERS

In
addition to any other vote required by law (including, without limitation, Section
607.0901 of the Florida Business Corporation Act (Section 0901)), an
Affiliated Transaction as defined in Section 0901 shall be subject to the
voting requirements set forth in subsection (2) of Section 0901 unless all of the
conditions specified in any one of the paragraphs (a), (b), (c), (d) or (e) of subsection
(4) of Section 0901 are met, regardless of whether the conditions specified in paragraph
(f) of subsection (4) of Section 0901 or any successor fair price provisions
are satisfied.

The
provisions of Articles VII, VIII and IX of these Articles of Incorporation may only be
amended upon the affirmative vote of the holders of at least two-thirds (2/3) of the
outstanding shares entitled to vote generally in the election of directors, voting
together as a class.

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IN
WITNESS WHEREOF,the Corporation has caused these Second Articles of Amendment and
Restatement of the Articles of Incorporation of Gevity HR, Inc. to be executed by its duly
authorized officer on this 13th day of August, 2003.

| |  | GEVITY HR, INC.                                            
| |  | -----------------------------------------------------------
| |  | By: /s/ Gregory M. Nichols                                 
| |  | Name: Gregory M. Nichols                                   
| |  | Title: Senior Vice President, Secretary and General Counsel

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