**Exhibit 3.1**          **FILED**  **** **In the office of the Secretary of State**  **RESTATED AND AMENDED** **of the State of California**  **ARTICLES OF INCORPORATION** **Mar 15 1996**  **OF** /s/ BillJones          **U.S. ELECTRICAR, INC.** **BILL JONES, Secretary of State**     The undersigned, Roy Kusumoto and John J. Micek,III, do hereby certify as follows:     **1.** They are the President and Secretary, respectively, of U.S. Electricar, Inc., a Californiacorporation (this or the “Corporation”).     **2.** The Articles of Incorporation of this Corporation are amended and restated in theirentirety to read as follows:**I**     The name of this Corporation is U.S. Electricar, Inc.**II**     The purpose of this Corporation is to engage in any lawful act or activity for which acorporation may be organized under the General Corporation Law of California other than thebanking business, the trust corporation business or the practice of a profession permitted to beincorporated by the California Corporations Code.**III**     This Corporation is authorized to issue two classes of shares of stock, to be designatedCommon Stock and Preferred Stock, respectively. This Corporation is authorized to issue ThreeHundred Million (300,000,000) shares of Common Stock and Thirty-five Million (35,000,000) sharesof Preferred Stock. The Preferred Stock authorized by these Articles of Incorporation shall beissued from time to time in one or more series. The Preferred Stock shall be comprised of twoseries comprising an aggregate of Thirty-five Million (35,000,000) shares, of which Thirty Million(30,000,000) shares shall be designated “Series A Convertible Preferred Stock” (also referred toas “Series A Stock” or “Series A Preferred Stock”) and Five Million (5,000,000) shares shall bedesignated “Series B Convertible Preferred Stock” (also referred to as “Series B Stock” or “SeriesB Preferred Stock”).     The rights, preferences, privileges and restrictions of the Series A Stock and Series B Stockand of the holders thereof shall be as follows:
 

 
     **(a) ****DIVIDENDS.**          **(1) Series A Stock Right to Cash Dividends**. Each holder of outstanding shares ofSeries A Stock shall be entitled to receive, when and if declared by the Board of Directors andout of any assets legally available therefor, non-cumulative dividends in cash in an amount equalto 6% of $0.60 per share of Series A Preferred Stock per annum (the “Series A PreferentialDividend”), payable in cash during each fiscal year of this Corporation and in preference to anydeclaration or payment (payable other than in Common Stock) to the Common Stock (but not withoutthe holders of Series B Stock first receiving the Series B Preferential Dividend (as definedbelow), as adjusted pursuant to Article III (a)(3) below).          **(2) Series B Stock Right to Cash Dividends**. Each holder of outstanding shares ofSeries B Stock shall be entitled to receive, when and if declared by the Board of Directors andout of any assets at the time legally available therefor, non-cumulative dividends in cash in anamount equal to 7% of $2.00 per share of Series B Preferred Stock per annum (the “Series BPreferential Dividend”), payable in cash during each fiscal year of this Corporation and inpreference to any declaration or payment (payable other than in Common Stock) to the Common Stockand Series A Stock, as adjusted pursuant to Article III (a)(3) below).          **(3) Partial Cash Payment**. If the Board of Directors shall declare a dividend on theSeries A Stock or Series B Stock and the amount available for payment thereof is insufficient topermit the payment of the full preferential amounts required to be paid to the holders ofoutstanding shares of Series A Stock and/or Series B Stock, then the amount available for suchdividend payments shall be distributed ratably first among the holders of shares of Series B Stockaccording to the number of issued and outstanding shares of Series B Stock held by each such holderuntil each such holder has received its Series B Preferential Dividend in full, then the amountavailable for such dividend payments shall be distributed ratably among the holders of shares ofSeries A Stock according to the number of issued and outstanding shares of Series A Stock held byeach such holder until each such holder has received itsSeries A Preferential Dividend in full.After payment in full during any fiscal year of all Series B Preferential Dividends and all SeriesA Preferential Dividends, each holder of Common Stock (other than those holders whose Common Stockwas converted from Preferred Stock during such fiscal year after receiving their Series A or SeriesB Preferential Dividend, as the case may be) shall be entitled to receive, when and if declared bythe Board of Directors and out of any funds legally available therefor, non-cumulative dividends inan amount equal to the as-converted per share amount paid to the Series A Preferred Stock, payablein cash during each fiscal year of the Corporation.          **(4) Dividends After Payment of Preferential Dividends**. After the holders of recordof the Common Stock, Series A Stock and Series B Stock have been paid their Preferential Dividendsin full, then the holders of record of Series A Stock, Series B Stock and Common Stock shall shareratably in any additional dividends during such fiscal year on an as converted basis (i.e, thenumber of shares of Common Stock which would be outstanding if the Series A Stock and Series BStock were converted to Common Stock).
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          **(5) Payment Other Than Cash**. Except as provided in subsection (7) below, if theCorporation shall declare a distribution payable in securities of other persons, evidences ofindebtedness issued by the Corporation or other persons, assets (excluding cash dividends) oroptions or rights to purchase any such securities or evidences of indebtedness, then, in each suchcase, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to aproportionate share of any such distribution as though the holders of Series A Preferred Stock andSeries B Preferred Stock were the holders of the number of shares of Common Stock of theCorporation into which their respective shares of Series A Preferred Stock and Series B PreferredStock are convertible as of the record date fixed for the determination of the holders of CommonStock of the Corporation who are entitled to receive such distribution.          **(6) Series B Stock Right to Stock Dividend**. Until and unless the Series B Stock hasbeen registered under the Securities Act of 1933, as amended, the holders of the Series B Stockshall be entitled to receive common stock dividends in preference to any stock dividend on theSeries A Preferred Stock and Common Stock (the “Series B Stock Dividend Preference”) at the“monetary equivalent” rate of 7% of $2.00 per share per annum issuable on the first and secondanniversary dates (each a “Record Date”) following the date these Restated and Amended Articleshave been filed with the California Secretary of State (the “Filing Date”). The “value” of eachshare of Common Stock so issued as a stock dividend for purposes of calculating the “monetaryequivalent” rate of each such share dividend shall be determined by taking the greater of (i) the“Fair Market Value” of the Company’s Common Stock determined on the applicable Record Date and (ii)the “Series B Conversion Price” (as defined below). “Fair Market Value” shall be the averageprice of all of the mean prices between the high bid and low ask closing prices of the Company’spublicly traded stock as listed and traded on the NASDAQ electronic bulletin board, or other listedexchange, during the ten (10) trading days immediately preceding the Record Date. Any fractionalstock dividends shall be issued in cash based on their cash equivalent value. For example, if theFair Market Value is $1.00 on the first Record Date and the Series B Conversion Price is still$0.30, then if a holder owned 100 shares of Series B Stock, he would receive $14.00 worth of CommonStock, or fourteen (14) shares of Common Stock.          **(7) Dividend Adjustment**. The Series A Preferential Dividend and Series BPreferential Dividend amounts and the Series B Stock Dividend Preference shall be appropriatelyadjusted for any stock dividends, combinations and splits.     **(b) ****PREFERENCE ON LIQUIDATION****.**          **(1) Preference Price**. In the event of any liquidation, dissolution or winding upof this Corporation, whether voluntary or involuntary, the holders of the outstanding shares ofSeries A Stock and Series B Stock shall simultaneously be entitled to be paid out of the assets ofthis Corporation available for distribution to its shareholders, whether from capital, surplusfunds or earnings, before any payment is made in respect of the shares of Common Stock or otherequity security of this
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Corporation of a lesser priority than the Series A Stock and Series B Stock in an amount equal to(i) $0.60 per share in the case of the Series A Stock, plus all declared and unpaid dividendsthereon (the “Series A Liquidation Preference Price”); and (ii) $2.00 per share in the case of theSeries B Stock together with an amount equal to the greater of (A) seven percent (7%) of such$2.00 compounded annually at the rate of 7%, for each year (or fraction thereof) after the FilingDate less the amount, if any, of any cash dividends actually paid to the Series B Stock throughthe date of liquidation, or (B) any declared and unpaid dividends thereon (the “Series BLiquidation Preference Price”). After payment of the Preference Prices to the holders of Series AStock and Series B Stock, the holders of Common Stock shall be paid an amount per share equal tothe per share Series A Liquidation Preference Price paid to the holders of Series A PreferredStock. After payment therefor to the holders of the Common Stock, the remaining assets of theCorporation shall be distributed to the holders of shares of Common Stock, Series A PreferredStock and Series B Preferred Stock in an equal amount per share as if all Series A Preferred Stockand Series B Preferred Stock had been converted into CommonStock as of the date of suchliquidation.          **(2) Partial Payment**. If, upon any liquidation, dissolution or winding up of thisCorporation, whether voluntary or involuntary, the assets of this Corporation available fordistribution to its shareholders shall be insufficient to pay the full Preference Prices requiredto be paid to the holders of the outstanding shares of Series A Stock and the holders of theoutstanding shares of Series B Stock, then all of the assets of this Corporation legally availablefor distribution to the holders of equity securities shall be distributed ratably first among theholders of the outstanding shares of Series B Stock based upon their Preference Price until paymentin full of the Preference Price on all Series B Stock, then ratably among the holders of theoutstanding shares of Series A Stock until payment in full of their Preference Price and thenratably among the holders of the outstanding shares of Common Stock in an amount per share equal tothe per share Series A Liquidation Preference Price until payment in full of such Preference Price.          **(3)Certain Transactions**. The sale, transfer or otherconveyance of all orsubstantially all of the assets of this Corporation or a sale, transfer or other conveyance of amajority of the outstanding voting securities of this Corporation (on a fully-diluted basis) in anytransaction or related series of transactions, whether by merger or consolidation or otherwise,shall not be deemed to be a liquidation, dissolution or winding up of this Corporation, as thoseterms are used in this Section.          **(4) Consent to Certain Distributions**. Each holder of outstanding shares of Series AStock and each holder of outstanding shares of Series B Stock shall, by virtue of its acceptance ofa stock certificate evidencing such shares, be treated as having consented, for purposes ofSections 502, 503, and 506 of the California Corporations Code, to distributions made by thisCorporation for the repurchase of shares of Common Stock from directors or employees of, orconsultants or advisers to, this Corporation upon the termination of employment by, or service to,this Corporation or any subsidiary of this Corporation or otherwise.
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          **(5) Appraisal**. If any of the assets of the Corporation are to be distributed otherthan in cash under this Section (b), then the Board of Directors of the Corporation shall promptlyengage independent competent appraisers to determine the value of the assets to be distributed tothe holders of Series A Preferred Stock and the holders of Series B Preferred Stock. TheCorporation shall, upon receipt of such appraisers’ valuation, give prompt written notice of theappraisers’ valuation to each holder of Series A Preferred Stock, Series B Preferred Stock andCommon Stock of the Corporation, but in no event later than at least twenty (20) days prior to thetransaction in question.          **(6) ****Liquidation Adjustment**. Notwithstanding the foregoing, the amount to be paid foreach share of Series A Preferred Stock, Series B Preferred Stock and Common Stock upon liquidationshall be appropriately adjusted for any combination(s), stock split(s), stock distribution(s) ordividend(s) with respect to such shares.     **(c) ****VOTING****.**          **(1) Generally**. Except as otherwise required by law or expressly providedherein, each share of Series A Preferred Stock and each share of Series B Preferred Stock shall beentitled to vote on all matters submitted or required to be submitted to a vote of the shareholdersof the Corporation and shall be entitled to the number of votes equal to the number of full sharesof Common Stock into which such shares of Series A Preferred Stock and Series B Preferred Stock areconvertible pursuant to the provisions hereof, at the record date for the determination ofshareholders entitled to vote on such matters or, if no such record date is established, at thedate such vote is taken or any written consent of shareholders is solicited. In each such case,except as otherwise required by law or expressly provided herein, the holders of shares of Series APreferred Stock, Series B Preferred Stock and Common Stock shall vote together and not as separateclasses.          **(2) Special Voting Rights for the Election of Directors**. Each time the shareholders ofthe Corporation meet, or act by written consent in lieu of a meeting, for the purpose of electingDirectors, until such time that fifty percent (50%) of the Series B Preferred Stock sharesoriginally issued and outstanding have been redeemed by the Company or converted into Common Stock,the holders of the Corporation’s Series B Preferred Stock shall be entitled, voting as a separateclass, to elect two, and only two, members of the Corporation’s Board of Directors. The holdersof the Corporation’s Series A Preferred Stock and the holders of the Common Stock shall beentitled, voting together on an as converted basis as one class, to elect all of the remainingauthorized members of the Board of Directors.          **(3) Removals or Resignations**. Any vacancy created on the Corporation’s Board ofDirectors shall be filled by a successor Director who shall be elected in a manner by which his orher predecessor was elected as provided above, except that vacancies filled other than atshareholder meetings may be filled by the
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Board of Directors. Any Director who has been elected to the Corporation’s Board of Directors asprovided above may be removed during his term of office in accordance with the CaliforniaCorporations Code, and any vacancy thereby created shall be filled as provided in thissubparagraph.          **(4) Authorized Number of Directors**. Until such time that fifty percent (50%) of theSeries B Preferred Stock shares originally issued and outstanding have been redeemed by theCompany or converted into Common Stock, the authorized number of directors of this Corporationshall not exceed eleven (11) without the consent of the holders of a majority of the outstandingshares of Series B Preferred Stock.     **(d) ****CONVERSION**. The holders of the outstanding shares of Series A Stock and Series BStock shall have the following conversion rights (the “Conversion Rights”):          **(1)****Right to Convert****.**Each share of Series A Stock and Series B Stock shall beconvertible, at the option of the holder thereof, at any time after the date of issuance of suchshares, at the office of this Corporation or any transfer agent for the Corporation’s shares intothat number of shares of Common Stock which is equal to the quotient obtained by dividing (A)$0.60 for each share of Series A Stock and $2.00 for each share of Series B Stock by (B) the“Series A Conversion Price” and “Series B Conversion Price,” respectively, (as such terms arehereinafter defined) in effect immediately prior to the time of such conversion. The initial priceat which shares of Common Stock shall be deliverable upon conversion of shares of Series A Stockshall be $0.60 (as adjusted from time to time as herein provided, the “Series A ConversionPrice”). The initial price at which shares of Common Stock shall be deliverable upon conversion ofshares of Series B Stock shall be $0.30 (as adjusted from time to time as herein provided, the“Series B Conversion Price”).          **(2) Mechanics of Conversion**. Each holder of outstanding shares of Series A Stock andSeries B Stock who desires to convert the same into shares of Common Stock shall surrender thecertificate or certificates therefor, duly endorsed, at the office of this Corporation or of anytransfer agent for the Corporation’s shares and shall give written notice to this Corporation atsuch office that such holder elects to convert the same and shall state therein the number ofshares of Series A Stock or Series B Stock being converted. Thereupon, this Corporation shall issueand deliver at such office to such holder a certificate or certificates for the number of shares ofCommon Stock to which such holder is entitled and shall promptly pay all declared but unpaiddividends on the shares being converted. Such conversion shall be deemed to have been madeimmediately prior to the close of business on the date of such surrender of the certificate orcertificates representing the shares to be converted, and the person entitled to receive the sharesof Common Stock issuable upon such conversion shall be treated for all purposes as the recordholder of such shares of Common Stock on such date.
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          **(3) Adjustment for Stock Splits and Combinations**. If this Corporation at any time orfrom time to time after the Filing Date effects a division of the outstanding shares of CommonStock, the Series A Conversion Price and the Series B Conversion Price shall be proportionatelydecreased and, conversely, if this Corporation at any time, or from time to time, after the FilingDate combines the outstanding shares of Common Stock, the Series A Conversion Price and the SeriesB Conversion Price shall be proportionately increased. Any adjustment under this Section (d)(3)shall be effective on the close of business on the date such division or combination becomeseffective.          **(4) Adjustment for Certain Dividends and Distributions**. If this Corporation at anytime or from time to time after the Filing Date pays or fixes a record date for the determinationof holders of shares of Common Stock entitled to receive a dividend or other distribution in theform of shares of Common Stock, or rights or options for the purchase of, or securities convertibleinto, Common Stock, then in each such event the Series A Conversion Price and the Series BConversion Price shall be decreased, as of the time of such payment or, in the event a record dateis fixed, asof the close of business on such record date, by multiplying the Series AConversion Price and the Series B Conversion Price by a fraction (i) the numerator of which shallbe the total number of shares of Common Stock outstanding immediately prior to the time of suchpayment or the close of business on such record date and (ii) the denominator of which shall be (A)the total number of shares of Common Stock outstanding immediately prior to the time ofsuch payment or the close of business on such record date plus (B) the number of shares of CommonStock issuable in payment of such dividend or distribution or upon exercise of such option or rightof conversion; provided, however, that if a record date is fixed and such dividend is not fullypaid or such other distribution is not fully made on the date fixed therefor, the Series AConversion Price and the Series B Conversion Price shall not be decreased as of the close ofbusiness on such record date as hereinabove provided as to the portion not fully paid ordistributed and thereafter the Series A Conversion Price and the Series B Conversion Price shall bedecreased pursuant to this Section (4) as of the date or dates of actual payment of such dividendor distribution.          **(5) ****Adjustmentsfor Other Dividends and Distributions**. If this Corporation at anytime or from time to time after the Filing Date pays, or fixes a record date for the determinationof holders of shares of Common Stock entitled to receive, a dividend or other distribution in theform of securities of this Corporation other than shares of Common Stock or rights or options forthe purchase of, or securities convertible into, Common Stock, then in each such event provisionshall be made so that the holders of the outstanding shares of Series A Stock and the holders ofthe outstanding shares of Series B Stock shall receive upon conversion thereof, in addition to thenumber of shares of Common Stock receivable thereupon, the amount of securities of this Corporationwhich they would have received had their respective shares of Series A Stock and Series B Stockbeen converted into shares of Common Stock on the date of such event and had such holdersthereafter, from the date of such event to and including the actual date of conversion of theirshares, retained
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such securities, subject to all other adjustments called for during such period under this Section(d) with respect to the rights of the holders of the outstanding shares of Series A Stock and theholders of the outstanding shares of Series B Stock.          **(6) Adjustment for Reclassification, Exchange and Substitution.** If, at any time orfrom time to time after the Filing Date, the number of shares of Common Stock issuable uponconversion of the shares of Series A Stock and Series B Stock is changed into the same or adifferent number of shares of any other class or classes of stock or other securities, whether byrecapitalization, reclassification or otherwise (other than a recapitalization, division orcombination of shares or stock dividend or a reorganization, merger, consolidation or sale ofassets provided for elsewhere in this Section (d)), then, in any such event, each holder ofoutstanding shares of Series A Stock and each holder of outstanding shares of Series B Stock shallhave the right thereafter to convert such shares of Series A Stock and Series B Stock into thesame kind and amount of stock and other securities receivable upon such recapitalization,reclassification or other change as the maximum number of shares of Common Stock into which suchshares of Series A Stock and Series B Stock could have been converted immediately prior to suchrecapitalization, reclassification or change, all subject to further adjustment as providedherein.          **(7)Reorganizations, Mergers, Consolidations or Sales of Assets**. If, at any time orfrom time to time after the Filing Date, there is a capital reorganization of the Common Stock(other than a recapitalization, division, combination, reclassification or exchange of sharesprovided for elsewhere in this Section (d)) or a merger or consolidation of this Corporation intoor with another corporation or a sale of all or substantially all of this Corporation’s propertiesand assets to any other person, then, as a part of such capital reorganization, merger,consolidation or sale, provision shall be made so that the holders of the outstanding shares ofSeries A Stock and the holders of the outstanding shares of Series B Stock shall thereafter receiveupon conversion thereof the number of shares of stock or other securities or property of thisCorporation, or of the successor corporation resulting from such merger or consolidation or sale,to which a holder of the number of shares of Common Stock into which their shares of Series A Stockand Series B Stock were convertible would have been entitled on such capital reorganization,merger, consolidation or sale. In any such case, appropriate adjustment shall be made in theapplication of the provisions of this Section (d) with respect to the rights of the holders of theoutstanding shares of Series A Stock and Series B Stock after the capital reorganization, merger,consolidation, or sale to the end that the provisions of this Section (d) (including adjustment ofthe Series A Conversion Price and Series B Conversion Price and the number of shares into which theshares of Series A Stock and Series B Stock may be converted) shall be applicable after that eventand be as nearly equivalent to such Conversion Prices and number of shares as may be practicable.
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          **(8)Annual Adjustment to Series B Conversion Price**. On the second, third, fourth andfifth anniversary dates after the Filing Date, the Series B Conversion price shall be adjusted to$0.45, $0.60, $0.75 and $1.00, respectively (as adjusted from time to time herein under thisSection (d)).          **(9)****Automatic Conversion.**               (i) Each outstanding share of Series A Stock shall automatically be converted into sharesofCommon Stock at the then effective Conversion price for the Series A Preferred Stock upon (a) theconsummation of the sale of the Corporation’s Common Stock in an underwritten public offeringregistered under the Securities Act of 1933, as amended (the “Securities Act”); or (b) theregistration of the underlying Common Stock of the holders’ Series A Preferred Stock under theSecurities Act; or (c) a merger or consolidation with or into another corporation or a sale ofmore than fifty percent (50%) of the outstanding voting securities of this Corporation or a saleof all or substantially all of the Corporation’s properties and assets.               (ii) Each outstanding share of Series B Stock shall automatically be converted into sharesofCommon Stock at the then effective Conversion Price upon (a) the closing of an underwritten publicoffering pursuant to an effective registration statement under the Securities Act of 1933, asamended, covering the offering and sale of shares of Common Stock for the account of theCorporation (other than a registration statement effected solely to implement an employee benefitplan, a transaction in which Rule 145 of the Securities and Exchange Commission is applicable orany other form or type of registration in which the shares of Common Stock issuable uponconversion of the shares of Series B Stock cannot be included pursuant to the Securities andExchange Commission rules or practices) resulting in aggregate proceeds to the Corporation (beforethe payment of underwriting discounts and commissions and the expense of the offering) in excessof $10,000,000 and at a per share price of at least $0.60 (appropriately adjusted forsubdivisions, combinations and stock dividends); or (b) a merger or consolidation with or intoanother corporation or a sale of the shares of Common Stock of the Corporation or a sale of all orsubstantially all of the Corporation’s properties and assets in which the aggregate gross cashproceeds received by the Corporation is at least $10,000,000 in cash or marketable securities.               (iii) Upon the occurrence of an event specified in eitherSection (9)(i) or (9)(ii) above, the outstanding shares of Series A Stock and/or Series B Stock, asthe case may be, shall be converted into outstanding shares of Common Stock, whether or not thecertificates representing such shares are surrendered to the Corporation or its transfer agent.Upon the automatic conversion of the outstanding shares of Series A Stock and/or Series B Stock,the Corporation shall notify the holders of the outstanding shares of Series A Stock and theholders of outstanding shares of Series B Stock, as applicable, and thereafter such holders shallsurrender the certificates representing such shares at the office of the Corporation or anytransfer
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agent for the shares. Thereupon there shall be issued and delivered to such holder, promptly atsuch office and in its name as shown on such surrendered certificate or certificates, acertificate or certificates for the number of shares of Common Stock into which the surrenderedshares of Series A Stock or Series B Stock of such holder were convertible on the date on whichsuch automatic conversion occurred, and the Corporation shall promptly pay in cash all declaredbut unpaid dividends on the shares of Series A Stock and Series B Stock so converted.          **(10)Fractional Shares**. No fractional shares of Common Stock shall be issued uponconversion of the shares of Series A Stock or Series B Stock. In lieu of any fractional share towhich the holder of such shares would otherwise be entitled, the Corporation shall pay cash equalto the product of (i) such fraction multiplied by (ii) the fair market value of one share of theCommon Stock on the date of conversion, as determined in good faith by a disinterested majority ofthe Board of Directors.          **(11)Reservation of Stock Issuable Upon Conversion.** The Corporation shall at alltimes reserve and keep available out of its authorized but unissued shares of Common Stock, solelyfor the purpose of effecting the conversion of the shares of Series A Stock and Series B Stock,such number of shares of Common Stock as shall from time to time be sufficient to effect theconversion of all outstanding shares of Series A Stock and Series B Stock. If at any time thenumber of authorized but unissued shares of Common Stock shall not be sufficient to effect theconversion of all then outstanding shares of Series A Stock andSeries B Stock, the Corporationshall take such action as may, in the opinion of its counsel, be necessary to increase itsauthorized but unissued shares of Common Stock to such number of shares as shall be sufficient forsuch purpose.          **(12) Notices.**Any notice required by the provisions of this Section (d) to be given toa holder of shares of Series A Stock or Series B Stock shall be in writing and, if by personaldelivery (including courier or Federal Express), shall be deemed to have been validly served, givenor delivered upon actual delivery and if mailed, shall be deemed to have been validly served, givenor delivered three (3) business days after deposit in the United States mails, as registered orcertified mail, with proper postage prepaid and addressed to the party or parties to be notified,at the addresses appearing on the books of the Corporation (or such other address(es) as a partymay designate for itself by like notice) or pursuant to written agreements between the parties.          **(13)No Dilution or Impairment**. The Corporation shall not amend its Articles ofIncorporation or participate in any reorganization, transfer of assets, consolidation, merger,dissolution, issue or sale of securities or any other voluntary action for the purpose of avoidingor seeking to avoid the observance or performance of any of the terms to be observed or performedhereunder by the Corporation, but will at all times in good faithassist in carrying out all suchaction as may be reasonably necessary or appropriate in order to protect the rights of the holdersof the
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shares ofSeries A Stock and the holders of the shares of the Series B Stock againstdilution (as contemplated herein) or other impairment of their rights.     **(e) ****NO RE-ISSUANCE.** No share or shares of Series A Stock or Series B Stock acquiredby the Corporation by reason of redemption, purchase or otherwise shall be reissued, and all suchshares shall be cancelled, retired and eliminated from the shares which the Corporation shall beauthorized to issue.     **(f) ****RESTRICTIONS AND LIMITATIONS.**          **(1)****Series B Protective Covenants.** In addition to any other rights provided by law,so long as any shares of Series B Stock shall be outstanding, the Corporation shall not, withoutfirst obtaining the affirmative vote or written consent of the holders of a majority of theoutstanding shares of Series B Preferred Stock:               (a) alter or change the rights, preferences or privileges of theSeries B Preferred Stock;               (b) increase the authorized number of shares of Series PreferredB Stock;               (c) increase the authorized number of shares of Preferred Stock;or               (d) create any new class or series of shares having preferenceover or being on a parity with the Series B Stock.**IV**     **(a) ****LIMITATIONOF DIRECTORS’ LIABILITY.** The liability of the directors of thisCorporation for monetary damages shall be eliminated to the fullest extend permissible underCalifornia law.     **(b) ****INDEMNIFICATION OF CORPORATE AGENTS.** This Corporation is authorized to provideindemnification of agents (as defined in Section 317 of the California Corporations Code) throughbylaw provisions, agreements with agents, vote of shareholders or disinterested directors orotherwise, in excess of the indemnification otherwise permitted by Section 317 of the CaliforniaCorporations Code, subject only to the applicable limits set forth in Section 204 of theCalifornia Corporations Code with respect to actions for breach ofduty to this Corporation andits shareholders.     **(c)****REPEAL OR MODIFICATION.** Any repeal or modification of the foregoing provisions of thisArticle IV shall not adversely affect any right of indemnification or limitation of liability ofan agent of this Corporation relating to acts or omissions occurring prior to such repeal ormodification.”
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     **3. **The foregoing Restated and Amended Articles of Incorporation have beenduly approved and adopted by the Board of Directors of the Corporation.     **4. **The foregoing Restated and Amended Articles of Incorporation have beenduly approved by the required vote of shareholders in accordance with Sections 902and 903 of the California Corporations Code. The total number of shares outstandingis (1) shares of Common Stock and (2) shares of Series A PreferredStock. The number of shares voting in favor of the amendment equaled or exceed thevote required. The percentage vote required was more than 50% of each class of theoutstanding shares. (1) 60,713,083* (2) 5,283,140*     Each of the undersigned declares under penalty of perjury under the laws of the State ofCalifornia that the matters set forth herein are true and correct of his own knowledge.     Date: Feb. 23, 1996   /s/ Roy Kusumoto         ROY KUSUMOTO, President         /s/ John J. Micek         JOHN J. MICEK, III, Secretary
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  ****