RESTATED ARTICLES OF INCORPORATION
                                 OF JOTAN, INC.


        1.   The name of this Corporation is Jotan, Inc.

        2.   The text of its Restated Articles of Incorporation is as
   follows:

                                    ARTICLE I
                           NAME AND PLACE OF BUSINESS

        Section 1.1      Name and Place of Business.  The name of this
   corporation is Jotan, Inc., with its principal place of business at 118
   West Adams Street, Jacksonville, Florida 32202 with a mailing address of
   P.O. Box 836, Jacksonville, Florida 32201.

                                   ARTICLE II
                                    DURATION

        Section 2.1 Duration.  This corporation shall exist perpetually.

                                   ARTICLE III
                                    PURPOSES

        Section 3.1 Purposes.  This corporation is organized for the purpose
   of transacting any or all lawful business permitted under the laws of the
   United States and of the State of Florida.

                                   ARTICLE IV
                                  CAPITAL STOCK

        Section 4.1     Authorized Capital.  The corporation is authorized to
   issue forty million (40,000,000) shares of common stock with a par value
   of one cent ($0.01) per share, and ten million (10,000,000) shares of
   preferred stock having a par value of one cent ($0.01) per share.  The
   Board of Directors shall have the authority to establish series of the
   preferred stock and, by filing the appropriate Articles of Amendment with
   the Department of State of the State of Florida, to establish the
   designation of each series and the variations in rights, preferences and
   limitations for each series.

                                    ARTICLE V
                                    DIRECTORS

        Section 5.1     Number.  This corporation shall have Three (3)
   directors initially.  The number of directors may be increased or
   diminished from time to time by the bylaws, but shall never be less than
   one, nor more than ten.

        Section 5.2     Indemnification.  This Corporation shall indemnify
   directors and officers to the full extent permitted by law.

                                   ARTICLE VI
                                     BYLAWS

     Section 6.1     Bylaws.  The initial bylaws of this Corporation shall be
   adopted by the board of directors.  Bylaws shall be adopted, altered,
   amended or repealed from time to time by either the shareholders or the
   board of directors, but the board of directors shall not alter, amend or
   repeal any bylaw adopted by the shareholders if the shareholders
   specifically provide that such bylaw is not subject to amendment or repeal
   by the board of directors.

     IN WITNESS WHEREOF, the undersigned President of Jotan, Inc. has
   executed this Restatement of the Articles of Incorporation of Jotan, Inc.
   this 9th day of April, 1996 and has caused to be appended hereto the
   Certificate required by Section 607.1007(4) of the Florida Business
   Corporation Act.


                              /s/ Shea Ralph
                              Shea Ralph, President

   ATTEST

   /s/ David Freedman          
   David Freedman, Secretary of Jotan, Inc.

   <PAGE>
                              ARTICLES OF AMENDMENT
                      TO RESTATED ARTICLES OF INCORPORATION
                                 OF JOTAN, INC.


        1.   The name of the corporation is Jotan, Inc.

        2.   Article IV of the Restated Articles of Incorporation of the
   Corporation is amended by deleting Section 4.2 therefrom in its entirety
   and substituting therefor a new Section 4.2 in the form attached as
   Exhibit A hereto and incorporated herein by reference.

        3.   These Articles of Amendment were duly adopted by the Board of
   Directors of the Corporation, without shareholder action, on February 27, 
   1997 and shall be effective as of February 28, 1997.  Shareholder action 
   was not required for the adoption of these Articles of Amendment.

        IN WITNESS WHEREOF, the undersigned President of Jotan, Inc. has
   executed these Articles of Amendment this 28th day of February, 1997.



                                 /s/ Shea E. Ralph
                                 Shea E. Ralph, Director
                                 President of Jotan, Inc.


   ATTEST:



   /s/ David Freedman
   David Freedman
   Secretary of Jotan, Inc.

   <PAGE>
                                    EXHIBIT A
                                       TO 
                              ARTICLES OF AMENDMENT
                      OF RESTATED ARTICLES OF INCORPORATION
                                 OF JOTAN, INC.
                    [Series A Convertible Preferred Stock and 
                      Series B Redeemable Preferred Stock]


   A.   Series A Convertible Preferred Stock

        1.   Designation and Amount.  Pursuant to the authority set forth in
   Section 4.1 of these Restated Articles of Incorporation of Jotan, Inc.,
   the Board of Directors of the Corporation established a series of the
   authorized preferred stock of the Corporation on May 14, 1996, designated
   as Series A Convertible Preferred Stock ("Series A Convertible Preferred
   Stock"), consisting of 5,000,000 shares, and having the powers,
   preferences and relative participating, optional or other special rights,
   and qualifications, limitations or restrictions thereof, as set forth
   herein.  Such number of shares may be increased or decreased from time to
   time by resolution of the Board of Directors; provided, however, that no
   decrease shall reduce the number of shares of Series A Convertible
   Preferred Stock to a number less than the number of shares of such series
   then issued and outstanding, plus the number of shares of such series
   reserved for issuance upon the exercise of outstanding rights, options or
   warrants or upon the conversion or exchange of outstanding securities
   issued by the Corporation.

        2.   Dividends on Series A Convertible Preferred Stock.

             (a)  The record holders of the outstanding Series A Convertible
        Preferred Stock shall receive on each Series A PIK Dividend Payment
        Date during the Series A PIK Dividend Payment Period per share
        dividends in additional fully paid and nonassessable shares of Series
        A Convertible Preferred Stock legally available therefor (such
        dividend being herein called "Series A PIK Dividends").  The Series A
        PIK Dividends shall be paid by delivering to each record holder of
        Series A Convertible Preferred Stock a number of shares of Series A
        Convertible Preferred Stock (which number of shares shall be rounded
        to the nearest one-thousandth of a share) equal to the number of
        shares of Series A Convertible Preferred Stock held by such holder on
        the applicable Series A PIK Record Date, multiplied by the Series A
        Annual Per Share PIK Dividend Amount.  Any additional shares of
        Series A Convertible Preferred Stock issued pursuant to this
        paragraph shall be governed by this Section 4.2 and shall be subject
        in all respects, except as to the date of issuance and date from
        which Series A PIK Dividends accrue and cumulate as set forth in
        paragraph A.2(b) of this Section 4.2, to the same terms as the shares
        of Series A Convertible Preferred Stock issued on the Initial Issue
        Date.  

             (b)  On the Series A PIK Record Date immediately preceding each
        Series A PIK Dividend Payment Date, the Board of Directors of the
        Corporation shall be deemed to have declared Series A PIK Dividends
        on the Series A Convertible Preferred Stock in accordance with
        paragraph A.2(a) of this Section 4.2, payable on the next Series A
        PIK Dividend Payment Date.  Series A PIK Dividends on shares of
        Series A Convertible Preferred Stock shall accrue at a rate per annum
        equal to eight percent (8.0%) of one share of Series A Convertible
        Preferred Stock, cumulated annually, and be cumulative from the date
        of issuance of such shares through the Series A PIK Dividend Payment
        Period.  Series A PIK Dividends shall be payable in arrears during
        the Series A PIK Dividend Payment Period on each Series A PIK
        Dividend Payment Date, commencing on the first Series A PIK Dividend
        Payment Date, and for shares issued as Series A PIK Dividends,
        commencing on the first Series A PIK Dividend Payment Date occurring
        after such shares are issued.  If any Series A PIK Dividend Payment
        Date occurs on a day that is not a Business Day, any accrued Series A
        PIK Dividends otherwise payable on such Series A PIK Dividend Payment
        Date shall be paid on the next succeeding Business Day.  Series A PIK
        Dividends shall be paid to holders of record of the Series A
        Convertible Preferred Stock on each Series A PIK Dividend Payment
        Date as their names shall appear on the share register of the
        Corporation on the Series A PIK Record Date immediately preceding
        such Series A PIK Dividend Payment Date.  Series A PIK Dividends on
        Series A PIK Dividends that are in arrears for any past Series A PIK
        Dividend Periods shall accumulate as if the earlier Series A PIK
        Dividends had been issued as provided above, and shall be accrued. 
        Unpaid Series A PIK Dividends may be paid at any time to holders of
        record on the Series A PIK Record Date therefor.

             (c)  Each share of Series A Convertible Preferred Stock shall
        rank junior to each share of Series B Redeemable Preferred Stock (the
        "Series B Redeemable Preferred") but prior to each share of Common
        Stock with respect to the payment of dividends.

        3.   Liquidation Preference.

             (a)  Liquidation Preference.  Each share of Series A Convertible
        Preferred Stock shall be treated as being pari passu with each share
        of Series B Redeemable Preferred Stock and prior to each share of
        Common Stock with respect to the distribution of assets or surplus
        funds upon any Liquidation.  In the event of any Liquidation, the
        assets and funds of the Corporation shall be ratably distributed
        among the holders of the Series A Convertible Preferred Stock and the
        Series B Redeemable Preferred Stock based on the total number of
        shares of such Preferred Stock then held by all such holders.  Upon
        any Liquidation and after both the holders of the Series A
        Convertible Preferred Stock shall have been paid the full Series A
        Preferential Amount and the Series B Redeemable Preferred Stock shall
        have been paid the full Series B Preferential Amount, the entire
        remaining assets and funds of the Corporation legally available for
        distribution shall be distributed ratably among the holders of the
        Common Stock.

             (b)  Consolidation: Merger.  A consolidation, merger or share
        exchange of the Corporation shall be treated as a Liquidation in
        accordance with paragraph B.3(b) of Section 4.2.

             (c)  Valuation of Securities.  Any securities to be delivered
        upon Liquidation shall be valued as follows:

                  (i)  securities not subject to investment letter or other
             similar restrictions on free marketability covered by paragraph
             A.3(c)(ii) of this Section 4.2:

                       (A)  if traded on a securities exchange, the value
                  shall be deemed to be the average of the closing prices of
                  the securities on such exchange over the 30-day period
                  ending three business days prior to the date of the Notice
                  (as defined in paragraph C.5 of this Section 4.2),

                       (B)  if actively traded over-the-counter, the value
                  shall be deemed to be the average of the closing bid or
                  sale prices (whichever are applicable) over the 30-day
                  period ending three business days prior to the date of the
                  Notice; and

                       (C)  if there is no active public market, the value
                  shall be the fair market value thereof, as reasonably
                  determined by the Board of Directors in good faith; and

                  (ii) the method of valuation of securities subject to
             investment letter or other restrictions on free marketability
             other than restrictions arising solely by virtue of a
             shareholder's status as an affiliate or former affiliate of the
             issuer or other participant in a transaction subject to Rule 145
             promulgated under the Securities Exchange Act of 1934, as
             amended, shall be to make an appropriate discount from the
             market value determined as provided in clauses (A), (B) or (C)
             of paragraph 3(c)(i) of this Section 4.2, to reflect the
             adjusted fair market value thereof, as reasonably determined by
             the Board of Directors in good faith.

             (d)  Notice.  Written Notice of any Liquidation shall state the
        proposed effective date of any such transaction and the date on which
        Conversion Rights (as defined in paragraph A.5 of this Section 4.2)
        terminate as to such shares.  Such notice shall be given not more
        thirty (30) days prior to the effective date stated therein to the
        then holders of record of the Preferred Stock. 

        4.   Voting Right of Series A Convertible Preferred Stock.  Except as
   otherwise expressly provided herein or as required by law, the holder of
   each share of Series A Convertible Preferred Stock shall be entitled to
   the number of votes equal to the number of shares of Common Stock into
   which such share of Series A Convertible Preferred Stock could then be
   converted and shall have voting rights and powers equal to the voting
   rights and powers of the Common Stock (except as otherwise expressly
   provided herein or as required by law, voting together with the Common
   Stock as a single class) and shall be entitled to notice of any
   shareholders' meeting in accordance with the Bylaws of the Corporation. 
   Fractional votes shall not, however, be permitted and any fractional
   voting rights resulting from the above formula (after aggregating all
   shares of Common Stock into which shares of Series A Convertible Preferred
   Stock held by each holder could be converted) shall be rounded to the
   nearest whole number (with one-half being rounded upward).

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

             (a)  Right to Convert.  Each share of Series A Convertible
        Preferred Stock (including those issued pursuant to Series A PIK
        Dividends) shall be convertible, at the  option of the holder
        thereof, at any time after the date of issuance of such share (but
        prior to (i) the date(s) that Conversion Rights terminate as set
        forth in the Notice issued pursuant to paragraph A.3(d) of this
        Section 4.2, if any, and (ii) the redemption of such share by the
        Corporation pursuant to paragraph A.6 of this Section 4.2), at the
        office of the Corporation or any transfer agent for such stock, into
        such number of fully paid and nonassessable shares of Common Stock as
        is determined by dividing the Series A Initial Purchase Price Per
        Share, plus all declared but unpaid dividends on each such share
        other than Series A PIK Dividends, by the Series A Conversion Price
        (as defined below), determined as hereinafter provided, in effect on
        the date the share is surrendered for conversion.  The initial
        conversion price per share for the Series A Convertible Preferred
        Stock (the "Series A Conversion Price") shall be $0.78.  Such initial
        Series A Conversion Price shall be adjusted as hereinafter provided.

             (b)  Automatic Conversion.  Each share of Series A Convertible
        Preferred Stock shall automatically be converted, at the then
        applicable conversion rate, into shares of Common Stock immediately
        upon the vote or written consent thereto of the holders of at least a
        majority of the then-outstanding shares of Series A Convertible
        Preferred Stock.

             (c)  Mechanics of Voluntary Conversion.  Before any holder of
        Series A Convertible Preferred Stock shall be entitled to convert the
        same into shares of Common Stock, such holder shall surrender the
        certificate or certificates thereof, duly endorsed, at the office of
        the Corporation, or of any transfer agent for such stock, and shall
        give written notice to the Corporation at such office that it elects
        to convert the same and shall state therein the name or names in
        which it wishes the certificate or certificates for shares of Common
        Stock to be issued.  The Corporation shall, as soon as practicable
        thereafter and at its expense, issue and deliver at such office to
        such holder a certificate or certificates for the number of shares of
        Common Stock to which it shall be entitled as aforesaid.  Such
        conversion shall be deemed to have been made immediately prior to the
        close of business on the date of surrender of the shares of Series A
        Convertible Preferred Stock to be converted, and the person or
        persons entitled to receive the shares of Common Stock issuable upon
        such conversion shall be treated for all purposes as the record
        holder or holders of such shares of Common Stock on such date.

             (d)  Adjustments for Combinations or Subdivisions of Common
        Stock.  In the event that the Corporation at any time or from time to
        time after the Series A Initial Issue Date shall declare or pay any
        dividend on the Common Stock payable in Common Stock or in any right
        to acquire Common Stock, or shall effect a subdivision of the
        outstanding shares of Common Stock into a greater number of shares of
        Common Stock (by stock split, stock dividend, reclassification or
        otherwise), or in the event the outstanding shares of Common Stock
        shall be combined or consolidated, by reclassification or otherwise,
        into a lesser number of shares of Common Stock, in each case without
        a corresponding adjustment to the Series A Convertible Preferred
        Stock, then the Series A Conversion Price in effect immediately prior
        to such event shall, concurrently with the effectiveness of such
        event, be proportionately decreased or increased, as appropriate.

             (e)  Adjustments to Conversion Price for Diluting Issues.

                  (i)  Special Definitions.  For purposes of this paragraph
             A.5(e) of this Section 4.2, the following definitions apply:

                       (A)  "Options" shall mean rights, options or warrants
                  to subscribe for, purchase or otherwise acquire either
                  Common Stock or Convertible Securities, as hereinafter
                  defined.

                       (B)  "Convertible Securities" shall mean any evidences
                  of indebtedness, shares or other securities directly or
                  indirectly convertible into or exchangeable for Common
                  Stock.

                       (C)  "Additional Shares of Common Stock" shall mean
                  all shares of Common Stock issued (or, pursuant to
                  paragraph A.5(e)(iii) of this Section 4.2, deemed to have
                  been issued) by the Corporation after the Series A Initial
                  Issue Date, other than shares of Common Stock issued or
                  issuable:

                            (1)  upon conversion of shares of Series A
                       Convertible Preferred Stock;

                            (2)  by way of dividend or other distribution on
                       shares excluded from the definition of Additional
                       Shares of Common Stock by the foregoing clause (1);

                            (3)  by way of any other issues consented to by
                       the holders of at least two-thirds (2/3) of the then
                       outstanding shares of the Preferred Stock;

                             (4) upon the issuance of the Series B Redeemable
                       Preferred Stock; or

                            (5)  upon the issuance of Capital Stock in
                       respect of any Warrant (as defined in the Preferred
                       Stock and Warrant Purchase Agreement dated as of
                       February 28, 1997, among the Corporation, Rice
                       Partners II, L.P., F - Jotan, L.L.C., F - Southland,
                       L.L.C., FF - Southland, L.P.  and the shareholders
                       which are party  signatories thereto).

                  (ii) No Adjustment of Conversion Price.  No adjustment in
             the Series A Conversion Price shall be made in respect of the
             issuance of Additional Shares of Common Stock unless the
             consideration per share for an Additional Share of Common Stock
             issued or deemed to be issued by the Corporation is less than
             the Series A Conversion Price in effect on the date of, and
             immediately prior to such issue.

                  (iii) Deemed Issue of Additional Shares of Common Stock. 
             In the event the Corporation at any time or from time to time
             after the Series A Initial Issue Date shall issue any Options or
             Convertible Securities or shall fix a record date for the
             determination of holders of any class of securities then
             entitled to receive any such Options or Convertible Securities,
             then the maximum number of shares (as set forth in the
             instrument relating thereto without regard to any provisions
             contained therein for a subsequent adjustment of such number) of
             Common Stock issuable upon the exercise of such Options or, in
             the case of Convertible Securities and Options therefor, the
             conversion or exchange of such Convertible Securities, shall be
             deemed to be Additional Shares of Common Stock issued as of the
             time of such issue or, in case such a record date shall have
             been fixed, as of the close of business on such record date,
             provided that Additional Shares of Common Stock shall not be
             deemed to have been issued unless the consideration per share
             (determined pursuant to paragraph A.5(e)(v) of this Section 4.2)
             of such Additional Shares of Common Stock would be less than the
             Series A Conversion Price in effect on the date of and
             immediately prior to such issue, or such record date, as the
             case may be.  In any such case in which Additional Shares of
             Common Stock are deemed to be issued:

                       (A)  no further adjustments in the Series A Conversion
                  Price shall be made upon the subsequent issue of
                  Convertible Securities or shares of Common Stock upon the
                  exercise of such Options or conversion or exchange of such
                  Convertible Securities;

                       (B)  if such Options or Convertible Securities by
                  their terms provide, with the passage of time or otherwise,
                  for any change in the consideration payable to the
                  Corporation, or change in the number of Common Stock
                  issuable, upon the exercise, conversion or exchange
                  thereof, the Series A Conversion Price computed upon the
                  original issue thereof (or upon the occurrence of a record
                  date with respect thereto), and any subsequent adjustments
                  based thereon, shall, upon any such change becoming
                  effective, be recomputed to reflect such change insofar as
                  it affects such Options or the rights of conversion or
                  exchange under such Convertible Securities (provided,
                  however, that no such adjustment of the Series A Conversion
                  Price shall affect Common Stock previously issued upon
                  conversion of the Series A Convertible Preferred Stock);

                       (C)  upon the expiration of any such Options or any
                  rights of conversion or exchange under such Convertible
                  Securities that shall not have been exercised, the Series A
                  Conversion Price computed upon the original issue thereof
                  (or upon the occurrence of a record date with respect
                  thereto), and any subsequent adjustments based thereon,
                  shall, upon such expiration, be recomputed as if:

                            (1)  in the case of Convertible Securities or
                       Options, the only Additional Shares of Common Stock
                       issued were the shares of Common Stock, if any,
                       actually issued upon the exercise of such Options or
                       the conversion or exchange of such Convertible
                       Securities and the consideration received therefor was
                       the consideration actually received by the Corporation
                       for the issue of all such Options, whether or not
                       exercised, plus the consideration actually received by
                       the Corporation upon such exercise, or for the issue
                       of all such Convertible Securities that actually were
                       converted or exchanged, plus the additional
                       consideration, if any, actually received by the
                       Corporation upon such conversion or exchange; and

                            (2)  in the case of Options for Convertible
                       Securities, only the Convertible Securities, if any,
                       actually issued upon the exercise thereof were issued
                       at the time of issue of such Options and the
                       consideration received by the Corporation for the 
                       Additional Shares of Common Stock deemed to have been
                       then issued was the consideration actually received by
                       the Corporation for the issue of all such Options,
                       whether or not exercised, plus the consideration
                       deemed to have been received by the Corporation
                       (determined pursuant to paragraph A.5(e)(v) of this
                       Section 4.2) upon the issue of the Convertible
                       Securities with respect to which such Options were
                       actually exercised;

                       (D)  no readjustment pursuant to clauses (B) or (C)
                  above shall have the effect of increasing the Series A
                  Conversion Price to an amount that exceeds the lower of (1)
                  such Series A Conversion Price on the original adjustment
                  date, or (2) such Series A Conversion Price that would have
                  resulted from any issuance of Additional Shares of Common
                  Stock between the original adjustment date and such
                  readjustment date;

                       (E)  in the case of any Options that expire by their
                  terms not more than 30 days after the date of issue
                  thereof, no adjustment of the Series A Conversion Price
                  shall be made until the expiration or exercise of all such
                  Options, whereupon such adjustment shall be made in the
                  same manner provided in clause (C) above; and

                       (F)  if any such record date shall have been fixed and
                  such Options or Convertible Securities are not issued on
                  the date fixed therefor, the adjustment previously made in
                  the Series A Conversion Price that became effective on such
                  record date shall be canceled as of the close of business
                  on such record date, and shall instead be made on the
                  actual date of issuance, if any.

                  (iv) Adjustment of Conversion Price Upon Issuance of
             Additional Shares of Common Stock.  In the event the Corporation
             shall issue Additional Shares of Common Stock (including
             Additional Shares of Common Stock deemed to be issued pursuant
             to paragraph A.5(e)(iii) of this Section 4.2) without
             consideration or for a consideration per share less than the
             Series A Conversion Price in effect on the date of and
             immediately prior to such issue, then and in such event, such
             Series A Conversion Price shall be reduced concurrently with
             such issue to a price (calculated to the nearest cent)
             determined by the following formula:


                            N + C
                            -----
                     CP'= CP * N + AS

             where:

             CP'  =    the Series A Conversion Price as so adjusted; 

             CP   =    the former Series A Conversion Price; 

             N    =    the number of shares of Common Stock outstanding
                       immediately prior to such issuance (or deemed
                       issuance) assuming exercise or conversion of all
                       outstanding securities exercisable for or convertible
                       into Common Stock; 

             C    =    the number of shares of Common Stock that the
                       aggregate consideration received or deemed to be
                       received by the Corporation for the total number of
                       additional securities so issued or deemed to be issued
                       would purchase if the purchase price per share were
                       equal to the then existing Conversion Price; 

             AS   =    the number of shares of Common Stock so issued or
                       deemed to be issued.

        Notwithstanding the foregoing, the Series A Conversion Price shall
        not be so reduced at such time if the amount of such reduction would
        be an amount less than $0.01, but any such amount shall be carried
        forward and deduction with respect thereto made at the time of and
        together with any subsequent reduction that, together with such
        amount and any other amount or amounts so carried forward, shall
        aggregate $0.01 or more.

             (v)  Determination of Consideration.  For purposes of this
        paragraph A.5(e) of this Section 4.2, the consideration received by
        the Corporation for the issue of any Additional Shares of Common
        Stock shall be computed as follows:

                  (A)  Cash and Property.   Such consideration shall:

                       (1)  insofar as it consists of cash, be computed at
                  the aggregate amount of cash received by the Corporation
                  (before commissions or expenses) excluding amounts paid or
                  payable for accrued interest or accrued dividends;

                       (2)  insofar as it consists of property other than
                  cash, be computed at the fair value thereof at the time of

                  such issue, as reasonably determined in good faith by the
                  Board of Directors; and

                       (3)  in the event Additional Shares of Common Stock
                  are issued together with other shares or securities or
                  other assets of the Corporation for consideration that
                  covers both, be the proportion of such consideration so
                  received, computed as provided in clauses (1) and (2)
                  above, as reasonably determined in good faith by the Board
                  of Directors; and

                  (B)  Options and Convertible Securities.  The consideration
             per share received by the Corporation for Additional Shares of
             Common Stock deemed to have been issued pursuant to paragraph
             A.5(e)(iii) of this Section 4.2 relating to Options and
             Convertible Securities shall be determined by dividing:

                       (1)  the total amount, if any, received or receivable
                  by the Corporation as consideration for the issue of such
                  Options or Convertible Securities, plus the minimum
                  aggregate amount of additional consideration (as set forth
                  in the instruments relating thereto, without regard to any
                  provision contained therein for a subsequent adjustment of
                  such number) payable to the Corporation upon the exercise
                  of such Options or the conversion or exchange of such
                  Convertible Securities, or in the case of Options for
                  Convertible Securities, the exercise of such Options for
                  Convertible Securities and the conversion or exchange of
                  such Convertible Securities by

                       (2)  the maximum number of shares of Common Stock (as
                  set forth in the instruments relating thereto, without
                  regard to any provision contained therein for a subsequent
                  adjustment of such number) issuable upon the exercise of
                  such Options or the conversion or exchange of such
                  Convertible Securities.

             (f)  Other Distributions.  In the event the Corporation shall at
        any time or from time to time make or issue, or fix a record date for
        the determination of holders of Common Stock entitled to receive a
        dividend or other distribution payable in securities of the
        Corporation or any of its subsidiaries, other than additional shares
        of Common Stock, then in each such event provision shall be made so
        that the holders of Series A Convertible Preferred Stock shall
        receive, upon the conversion thereof, the securities of the
        Corporation that they would have received had their stock been
        converted into Common Stock immediately prior to such event.

             (g)  Adjustments.  In case of any reorganization or any
        reclassification of the capital stock of the Corporation, any
        consolidation or merger of the Corporation with or into another
        entity or entities or the conveyance of all or substantially all of
        the assets of the Corporation, each share of Series A Convertible
        Preferred Stock (other than shares of Series A Convertible Preferred
        Stock for which the holder thereof has elected to receive the Series
        A Preferential Amount pursuant to paragraph A.3 above) shall
        thereafter be convertible into the number of shares of stock or other
        securities or property (including cash) to which a holder of the
        number of shares of Common Stock deliverable upon conversion of such
        share of Series A Convertible Preferred Stock would have been
        entitled upon the record date of (or date of, if no record date is
        fixed) such reorganization, reclassification, consolidation, merger
        or conveyance; and, in any case, appropriate adjustment (as
        reasonably determined by the Board of Directors) shall be made in the
        application of the provisions herein set forth with respect to the
        rights and interests thereafter of the holders of such Series A
        Convertible Preferred Stock, to the end that the provisions set forth
        herein shall thereafter be applicable, as nearly as equivalent as is
        practicable, in relation to any shares of stock or the securities or
        property (including cash) thereafter deliverable upon the conversion
        of the shares of such Series A Convertible Preferred Stock.

             (h)  Certificates as to Adjustments.  Upon the occurrence of
        each adjustment or readjustment of the Series A Conversion Price
        pursuant to this paragraph A.5 of this Section 4.2, the Corporation
        at its expense shall promptly compute such adjustment or readjustment
        in accordance with the terms hereof and prepare and furnish to each
        holder of Series A Convertible Preferred Stock a certificate setting
        forth such adjustment or readjustment and showing in detail the facts
        upon which such adjustment or readjustment is based.  The Corporation
        shall, upon the written request at any time of any holder of Series A
        Convertible Preferred Stock furnish or cause to be furnished to such
        holder a like certificate setting forth (i) such adjustments and
        readjustments, (ii) the Series A Conversion Price at the time in
        effect, and (iii) the number of shares of Common Stock and the
        amount, if any, of other property that at the time would be received
        upon the conversion of Series A Convertible Preferred Stock.

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

             (j)  Reservation of Stock Issuable Upon Conversion.  The
        Corporation shall at all times reserve and keep available out of its
        authorized but unissued shares of Common Stock, solely for the
        purpose of effecting the conversion of the shares of Series A
        Convertible Preferred Stock, such number of its shares of Common
        Stock as shall from time to time be sufficient to effect the
        conversion of all outstanding shares of Series A Convertible
        Preferred Stock; and if at any time the number of authorized but
        unissued shares of Common Stock shall not be sufficient to effect the
        conversion of all then outstanding shares of Series A Convertible
        Preferred Stock, the Corporation will take such corporate action as
        may, in the opinion of its counsel, be necessary to increase the
        authorized but unissued shares of Common Stock to such number of
        shares as shall be sufficient for such purpose, including, without
        limitation, engaging in best efforts to obtain the requisite
        shareholder approval of any necessary amendment to the Corporation's
        Articles of Incorporation.

                  Before taking any action that would cause an adjustment
        reducing the Series A Conversion Price below the then par value of
        the shares of Common Stock, as applicable, issuable upon conversion
        of the Series A Convertible Preferred Stock or that would cause the
        effective purchase price for the Series A Convertible Preferred Stock
        to be less than the par value of the shares of Series A Convertible
        Preferred Stock, the Corporation will take any corporate action that
        may, in the opinion of its counsel, be necessary in order that the
        Corporation may validly and legally issue fully paid and
        nonassessable shares of such Common Stock at such adjusted Series A
        Conversion Price or effective purchase price, as the case may be.

             (k)  Fractional Shares.  No fractional shares shall be issued
        upon the conversion of any share or shares of Series A Convertible
        Preferred Stock.  All shares of Common Stock (including fractions
        thereof) issuable upon conversion of more than one share of Series A
        Convertible Preferred Stock by a holder thereof shall be aggregated
        for purposes of determining whether the conversion would result in
        the issuance of any fractional share.  If, after the aforementioned
        aggregation, the conversion would result in the issuance of a
        fraction of a share of Common Stock, the Corporation shall, in lieu
        of issuing any fractional share, pay the holder otherwise entitled to
        such fraction a sum in cash equal to the fair market value of such
        fraction on the date of conversion (as determined in good faith by
        the Board of Directors).

        6.   Redemption.

             (a)  After (but only after) the redemption of all Series B
        Redeemable Preferred Stock (as hereafter provided) or with the prior
        written consent of two-thirds (2/3) of the holders of the Series B
        Redeemable Preferred Stock, the Corporation, at its sole option, may
        redeem all, but not less than all, of the then-outstanding shares of
        the Series A Convertible Preferred Stock (including those issued as
        Series A PIK Dividends) upon sixty (60) days' advance written notice
        to the holders of the Series A Convertible Preferred Stock at a price
        per share equal to the Series A Preferential Amount, after any time
        when (a) the Average Price reflects as 25% premium over the initial
        Series A Conversion Price (as adjusted for any combinations,
        consolidations, recapitalizations, reorganizations,
        reclassifications, stock dividends other than Series A PIK Dividends,
        stock splits and the like) and (b) a credible financial advisor
        either underwrites the redemption of the Series A Convertible
        Preferred Stock or opines that such redemption and/or voluntary
        conversion of the Series A Convertible Preferred Stock prior thereto
        pursuant to paragraph A.5(a) of this Section 4.2 and the sale of all
        the Common Stock issued upon such conversion in a commercially
        reasonable maimer would not significantly impact the market price of
        the Common Stock.  If the redemption notice has been duly given, each
        holder of shares of Series A Convertible Preferred Stock to be
        redeemed shall be entitled to convert, on or prior to the redemption
        date, such shares of Series A Convertible Preferred Stock into shares
        of Common Stock in accordance with the terms of these Restated
        Articles of Incorporation.

             (b)  The Company shall mail an appropriate Redemption Notice
        stating the information to be set forth therein.

   B.   Series B Redeemable Preferred Stock

        1.   Designation and Amount.  Pursuant to the authority set forth in
   Section 4.1 of these Restated Articles of Incorporation of Jotan, Inc.,
   the Board of Directors of the Corporation established a series of the
   authorized preferred stock of the Corporation, designated as Series B
   Redeemable Preferred Stock ("Series B Redeemable Preferred Stock"),
   consisting of 5,000,000 shares, and having the powers, preferences and
   relative participating, optional or other special rights, and
   qualifications, limitations or restrictions thereof, as set forth herein. 
   Such number of shares may be increased or decreased from time to time by
   resolution of the Board of Directors; provided, however, that no decrease
   shall reduce the number of shares of Series B Redeemable Preferred Stock
   to a number less than the number of shares of such series then issued and
   outstanding, plus the number of shares of such series reserved for
   issuance upon the exercise of outstanding rights, options or warrants or
   upon the conversion or exchange of outstanding securities issued by the
   Corporation.

        2.   Dividends Series B Redeemable Preferred Stock.

             (a)  The record holders of the outstanding Series B Redeemable
        Preferred Stock shall receive be entitled to receive, as and when
        declared by the Board of Directors out of funds legally available
        therefor, on each Series B Dividend Payment Date during each Series B
        Dividend Payment Period, cumulative cash dividends equal to the
        applicable Series B Dividend Amount for such period.  Past due
        payments of the applicable Series B Dividend Amount shall bear
        interest at a rate of 8% per annum or, if less, the highest rate then
        permitted by applicable law.  Notwithstanding the foregoing, the
        Board of Directors in its discretion may decide to pay the accrued
        Series B Dividend Amount in the form of Series B PIK Dividends as set
        forth below.

             (b)  If and to the extent that cash dividends are not declared
        and paid as set forth in paragraph B.2(a) of this Section 4.2:

                  (i)  The record holders of the outstanding Series B
             Redeemable Preferred Stock shall receive on each Series B
             Dividend Payment Date during the Series B Dividend Payment
             Period per share dividends in additional fully paid and
             nonassessable shares of Series B Redeemable Preferred Stock
             legally available therefor (such dividend being herein called
             "Series B PIK Dividends").  The Series B PIK Dividends shall be
             paid by delivering to each record holder of Series B Redeemable
             Preferred Stock a number of shares of Series B Redeemable
             Preferred Stock (which number of shares shall be rounded to the
             nearest one- thousandth of a share) equal to the number of
             shares of Series B Redeemable Preferred Stock held by such
             holder on the applicable Series B Record Date, multiplied by the
             applicable Series B Dividend Amount.  Any additional shares of
             Series B Redeemable Preferred Stock issued pursuant to this
             paragraph shall be governed by this Section 4.2 and shall be
             subject in all respects, except as to the date of issuance and
             date from which Series B PIK Dividends accrue and cumulate as
             set forth in paragraph B.2(b) of this Section 4.2, to the same
             terms as the shares of Series B Redeemable Preferred Stock
             issued on the Initial Issue Date.

                  (ii) On the Series B Record Date immediately preceding each
             Series B Dividend Payment Date, the Board of Directors of the
             Corporation shall be deemed to have declared Series B PIK
             Dividends on the Series B Redeemable Preferred Stock in
             accordance with paragraph B.2(a) of this Section 4.2, payable on
             the next Series B Dividend Payment Date.  Series B PIK Dividends
             on shares of Series B Redeemable Preferred Stock shall accrue at
             the applicable Series B Dividend Amount through the Series B
             Dividend Payment Period.  Series B PIK Dividends shall be
             payable in arrears during the Series B Dividend Payment Period
             on each Series B Dividend Payment Date, commencing on the first
             Series B Dividend Payment Date, and for shares issued as Series
             B PIK Dividends, commencing on the first Series B Dividend
             Payment Date occurring after such shares are issued.

             (c)  If any Series B Dividend Payment Date occurs on a day that
        is not a Business Day, any accrued Series B Dividend Amount otherwise
        payable on such Series B Dividend Payment Date shall be paid on the
        next succeeding Business Day.  The applicable Series B Dividend
        Amount shall be paid to holders of record of the Series B Redeemable
        Preferred Stock on each Series B Dividend Payment Date as their names
        shall appear on the share register of the Corporation on the Series B
        Record Date immediately preceding such Series B Dividend Payment
        Date.  Series B PIK Dividends on Series B PIK Dividends that are in
        arrears for any past Series B Dividend Periods shall accumulate as if
        the earlier Series B PIK Dividends had been issued as provided above,
        and shall be accrued.  Unpaid Series B PIK Dividends may be paid at
        any time to holders of record on the Series B Record Date therefor.

             (d)  If in respect of any past quarterly dividend period or
        periods full dividends upon the outstanding shares of Series B
        Redeemable Preferred Stock shall not have been paid, the amount of
        the deficiency shall be fully paid or declared and set apart for
        payment before any dividend shall be paid or set apart for payment
        upon any shares of Junior Stock.

             (e)  Each share of Series B Redeemable Preferred Stock shall
        rank prior to each share of Junior Stock, including Series A
        Convertible Preferred Stock and Common Stock, with respect to the
        payment of dividends.

        3.   Liquidation Preference.

             (a)  Liquidation Preference.  Except as provided in paragraph
        A.3(a) of this Section 4.2, each share of Series B Redeemable
        Preferred Stock shall rank prior to each share of Junior Stock with
        respect to the distribution of assets or surplus funds of the
        Corporation upon any Liquidation.  In the event of any Liquidation
        the holders of the Series B Redeemable Preferred Stock shall be
        entitled to receive any distribution of the assets or surplus funds
        of the Corporation as provided in paragraph A.3(a) of this Section
        4.2.

             (b)  Consolidation; Merger.  A consolidation, merger or share
        exchange of the Corporation with or into any other corporation or
        other business entity in which the shareholders of the Corporation
        immediately prior to the transaction do not own at least fifty
        percent (50%) of the outstanding voting power of the surviving
        corporation or other business entity immediately after such
        consolidation, merger or share exchange, or a sale by the Corporation
        of all or substantially all of its assets (other than to a
        corporation or other business entity in which the shareholders of the
        Corporation immediately prior to the transaction own at least fifty
        percent (50%) of the outstanding voting power of the purchasing
        corporation or other business entity immediately after the sale),
        shall, upon the receipt of written election by the Holders of at
        least two thirds (2/3) of the outstanding shares of the Series B
        Redeemable Preferred Stock, be deemed to be a Liquidation.

             (c)  Valuation of Securities.  Any securities to be delivered
        upon Liquidation shall be valued as set forth in paragraph A.3(c) of
        this Section 4.2.

             (d)  Notice.  Notice of any Liquidation shall be given in
        accordance with paragraph A.3(d) of this Section 4.2.

        4.   Election of Directors by Holders of Series B Redeemable
        Preferred Stock.

             (a)  The holders of the Series B Redeemable Preferred Stock
        shall have at all times the exclusive right (voting separately as a
        class) to elect a majority in number of the directors of the
        Corporation (the "Series B Directors").  Such right may be exercised
        by action of the holders of a majority of the issued and outstanding
        shares of Series B Redeemable Preferred Stock at a duly called
        meeting of the holders of the Series B Redeemable Preferred Stock or
        by written consent of at least a majority of the issued and
        outstanding Series B Redeemable Preferred Stock.  Upon written notice
        of exercise of the right to elect Series B Directors pursuant to this
        paragraph B.4 of this Section 4.2 signed by the holders of a majority
        of the issued and outstanding Series B Redeemable Preferred Stock, or
        upon such action taken at a meeting of the holders of the Series B
        Redeemable Preferred Stock, that action has been taken to elect
        Series B Directors, the maximum authorized number of members of the
        Board of Directors shall, to the extent necessary, automatically be
        increased by the number of directors so elected (but not more than a
        majority of the resulting number of directors) and the designees so
        elected shall be deemed elected to fill the vacancies so created by
        vote of the holders of the Series B Redeemable Preferred Stock.

             (b)  The President of the Corporation shall, within twenty (20)
        days after delivery to the Corporation at its principal office of a
        written request for a special meeting signed by the holders of a
        majority of the issued and outstanding Series B Redeemable Preferred
        Stock, call a special meeting of the holders of Series B Redeemable
        Preferred Stock to be held as promptly as is practicable within
        ninety (90) days after the delivery of such request for the purpose
        of electing Series B Directors.

             (c)  Each Series B Director shall hold office until the earliest
        to occur of (i) the time at which no shares of Series B Preferred
        stock are outstanding, (ii) his or her death, (iii) his or her
        resignation, (iv) his or her removal, (v) his or her
        disqualification, (vi) his or her retirement, or (vii) election by
        the holder of Series B Redeemable Preferred Stock of a duly qualified
        successor at any annual or special meeting of shareholders.  Subject
        to the limitations of the preceding sentence, Series B Directors
        shall serve until the next annual meeting of the shareholders of the
        Corporation, at which time the holders of Series B Redeemable
        Preferred Stock may elect successors to the Series B Directors.

             (d)  If the office of any Series B Director becomes vacant by
        reason of death, resignation, retirement, disqualification, removal
        from office or otherwise, the remaining Series B Director or
        Directors may choose a successor who shall hold office for the
        unexpired term in respect of which such vacancy occurred.  Any Series
        B Director may be removed by, and shall not be removed otherwise than
        by, vote of the Series B Redeemable Preferred Stock.  Until the
        exercise by the holder of the Series B Redeemable Preferred Stock of
        the rights and privileges set forth in this paragraph B.4 of Section
        4.2, the number of directors shall be such number as may be provided
        for in the Bylaws, in a resolution of the Board of Directors adopted
        in accordance with the Bylaws or by any action or agreement under a
        shareholder or similar agreement.

        5.   Redemptions.

             (a)  Optional Redemption.  The Series B Redeemable Preferred
        Stock may be redeemed at the Company's option (subject to the legal
        availability of funds) at any time and from time to time, in whole or 
        in part, but in any event in increments of not less than the lesser 
        of (a) $500,000.00 or (b) the amount necessary to redeem all Series B 
        Redeemable Preferred Stock, at a redemption price per share equal to 
        the following amounts, determined on the date of redemption: 

                    Redemption Date                    Price
                    ---------------                    -----

          (i)  On or after the Initial Issue        112.5% of the
               Date and before the first            Series B
               anniversary of the Initial           Preferential
               Issue Date                           Amount

         (ii)  On or after the first                110.71% of the
               anniversary of the Initial           Series B
               Issue Date and before the            Preferential
               second anniversary of the            Amount
               Initial Issue Date

        (iii)  On or after the second               108.92% of the
               anniversary of the Initial           Series B
               Issue Date and before the            Preferential
               third anniversary of the             Amount
               Initial Issue Date

         (iv)  On or after the third                107.14% of the
               anniversary of the Initial           Series B
               Issue Date and before the            Preferential
               fourth anniversary of the            Amount
               Initial Issue Date

          (v)  On or after the fourth               105.36% of the
               anniversary of the Initial           Series B
               Issue Date and before the            Preferential
               fifth anniversary of the             Amount
               Initial Issue Date

         (vi)  On or after the fifth                100% of the
               anniversary of the Initial           Series B
               Issue Date                           Preferential
                                                    Amount

             (b)  Mandatory Redemptions. On the eighth (8th) anniversary of
        the Initial Issue Date, the Company shall redeem (subject to the
        legal availability of funds) all shares of the Series B Redeemable
        Preferred Stock issued and outstanding from time to time; provided,
        however, that if the Company fails to redeem any such shares at such
        anniversary, the holders of such shares shall be entitled to all
        rights and remedies at law or in equity.

             (c)  Continuing Obligations.  In the event any redemption
        required by this paragraph 5 is not completed for any reason, the
        obligation of the Company to redeem all or a portion of the Series B
        Redeemable Preferred Stock will continue until the earliest time as
        the circumstance preventing such redemption no longer exists, at
        which time the Company will redeem the Series B Redeemable Preferred
        Stock.  The Company will use its best efforts to make funds legally
        available for such redemptions, including, without limitation,
        revaluing assets of the Company.

             (d)  Redemption Notice.  The Company shall mail an appropriate
        Redemption Notice stating the information to be set forth therein.

             (e)  Surrender of Stock.  On or before the Redemption Date, each
        holder of Series B Redeemable Preferred Stock to be redeemed shall
        surrender the certificate or certificates (if any) representing such
        shares to the Company, in the manner and at the place designated in
        the Redemption Notice, and thereupon the Series B Preferential Amount
        for such shares shall be payable to the order of the person whose
        name appears on such certificate or certificates (or that is entitled
        to such payment if there is no certificate) as the owner thereof or
        such person's designee, and each surrendered certificate shall be
        canceled and retired.  In the event fewer than all of the shares
        represented by such certificate are redeemed, a new certificate shall
        be issued representing the unredeemed shares.

             (f)  Termination of Rights.  If the Redemption Notice is duly
        given, and if by the Redemption Date the Series B Preferential Amount
        is either paid or made irrevocably available for payment, then
        notwithstanding that the certificates evidencing any of the shares of
        Series B Redeemable Preferred Stock so called for redemption have not
        been surrendered, all rights with respect to such shares shall
        forthwith after the Redemption Date cease, except only the right of
        the holders to receive the Series B Preferential Amount without
        interest upon surrender of their certificates therefor.

             (g)  Redemption Pro Rata.  In the event that fewer than all of
        the outstanding shares of Series B Redeemable Preferred Stock are to
        be redeemed, such shares to be redeemed shall be redeemed pro rata
        among all holders thereof in accordance with the number of shares of
        Series B Redeemable Preferred Stock owned.

             (h)  No Reissuance of Series B Redeemable Preferred Stock.  No
        Series B Redeemable Preferred Stock acquired by the Company by reason
        of redemption, purchase, or otherwise will be reissued, and all such
        shares will be canceled, retired and eliminated from the shares that
        the Company will be authorized to issue.

             (i)  Priority of Series B Redeemable Preferred Stock.  Each
        share of Junior Stock (including the Series A Convertible Preferred
        Stock and Common Stock) shall rank junior to each share Series B
        Redeemable Preferred Stock of with respect to the payment of
        redemptions, purchases or other acquisitions of shares of stock and
        no monies shall be paid into or set aside or made available for a
        sinking fund for such redemptions, purchases or other acquisitions
        until and unless the Series B Preferential Amount has been paid in
        full in connection with the redemption of all issued and outstanding
        Series B Redeemable Preferred Stock.

   C.   Restrictive and General Provisions

        1.   Protective Provisions.  Notwithstanding paragraph B.4 of this
   Section 4.2, except as otherwise required by law, so long as any Preferred
   Stock remains outstanding (as adjusted, to the extent applicable, for any
   combinations, consolidations, recapitalization, reorganizations,
   reclassifications, stock distributions, stock splits, stock dividends
   other than Series A PIK Dividends and Series B PIK Dividends, if any, and
   the like), the Corporation shall not, without the vote or written consent
   by the holders of at least 2/3 (two-thirds) of the outstanding shares of
   Preferred Stock (voting as one class):

             (a)  take any action that adversely alters or changes the
        rights, preferences or privileges of the Preferred Stock as set forth
        in this Amendment;

             (b)  increase or decrease the total number of authorized shares
        of the preferred stock of the Corporation or the total number of such
        shares of Preferred Stock designated as Series A Convertible
        Preferred Stock and Series B Redeemable Preferred Stock;

             (c)  authorize or make any Restricted Payment except repurchases
        of stock in accordance with the permissions granted in the Note
        Purchase Agreement dated as February 28, 1997 among the Company, SHC
        Acquisition Corp., and other parties named therein (as the same may
        be amended, modified or supplemented from time to time);

             (d)  create or authorize any class or series of Capital Stock
        ranking prior to or pari passu with the Series B Redeemable Preferred
        Stock with respect of the payment of dividends or the distribution of
        assets upon a Liquidation, or create or authorize any rights, options
        or warrants exercisable for, or securities convertible into or
        exchangeable for, shares of any such class or series of Capital
        Stock;

             (e)  except for Permitted Stock (as defined below), authorize
        the issuance of the Corporation's equity securities at a price per
        share of less than any of (i) the Series B Initial Purchase Price Per
        Share, (ii) the Series A Initial Purchase Price Per Share or (iii)
        the Average Price of such equity securities as of the date of the
        sale or grant, as determined in good faith by the Board of Directors
        (taking into consideration the terms of such sale or grant, the
        amount of securities involved in the transaction, the liquidity of
        the investment, and such other factors as the Board of Directors
        deems in good faith to be appropriate); or

             (f)  in any maimer, whether by amendment hereof or of its
        Bylaws, merger, reorganization, recapitalization, consolidation,
        sales of assets, sale of stock, tender offer, dissolution or
        otherwise, take any action, or permit any action to be taken, solely
        or primarily for the purpose of increasing the value of any class of
        stock of the Corporation if the effect of such action is to reduce
        the value of the Preferred Stock.

        For purposes of clause (e) above, "Permitted Stock" means Common
   Stock or options or warrants to acquire Common Stock, constituting, in the
   aggregate, of 2,000,000 shares or less of such stock as of February 28,
   1997, issued or reserved for issuance to present and future key management
   and directors of the Corporation pursuant to a stock incentive program
   approved or to be approved by the Board of Directors.

        2.   Common Stock Dividends.  Subject to compliance with paragraph
   A.2(a) and B.2 of this Section 4.2, the holders of the outstanding Common
   Stock shall be entitled, when and if declared by the Board of Directors of
   the Corporation, consistent with Florida law, to cash dividends and
   distributions out of any assets of the Corporation at the time legally
   available for that purpose.  The right to dividends on any class of Common
   Stock shall not be cumulative.

        3.   Voting of Common Stock Holders.  Except as otherwise required by
   law or as hereinafter provided, the Common Stock shall have one vote per
   share.

        4.   No Impairment.  The Corporation will not, by amendment of its
   Articles of Incorporation or through any reorganization, transfer of
   assets, consolidation, merger, dissolution, issue or sale of securities or
   any other voluntary action, avoid or seek to avoid the observance or
   performance of any of the terms to be observed or performed hereunder by
   the Corporation, but will at all times in good faith assist in the
   carrying out of all the provisions of this Section 4.2 and in the taking
   of all such action as may be necessary or appropriate in order to protect
   the Conversion Rights of the holders of Series A Convertible Preferred
   Stock and other rights of the Preferred Stock set forth herein against
   impairment.

        5.   Communications: Other Notices.  Any notice or communication
   ("Notice") required by the provisions of this Section 4.2 to be given to
   the holders of shares of the Preferred Stock shall be deemed given upon
   confirmed transmission by facsimile or telecopy or five (5) days after
   deposit in the United States mail, postage prepaid, and addressed to each
   holder of record at its address appearing on the books of the Corporation. 
   Notwithstanding the foregoing, if a shareholder to whom notice is to be
   given has an address of record that is outside of the United States, than
   any notice to such shareholder hereunder shall be deemed given upon
   confirmed transmission by facsimile or telecopy or seven (7) days after
   deposit in the United States mail, postage prepaid, and addressed to such
   holder at its address appearing on the books of the Corporation.

        6.   Notice of Record Date.  In the event of any taking by the
   Corporation of a record of the holders of any class of securities for the
   purpose of determining the holders thereof who are entitled to receive any
   dividend or other distribution, any security or right convertible into or
   entitling the holder thereof to receive additional shares of Common Stock,
   or any right to subscribe for, purchase or otherwise acquire any shares of
   stock of any class or any other securities or property, or to receive any 
   other right, the Corporation shall mail to each holder of Preferred Stock, 
   at least twenty (20) days prior to the date specified therein, a notice 
   specifying the date (including the Series A PIK Record Date or the Series 
   B Record Date) on which any such record is to be taken for the purpose of 
   such dividend, distribution, security or right, and the amount and 
   character of such dividend, distribution, security or right.

        7.   General Priority.  Except as provided in paragraph A.3 of this
   Section 4.2, Series B Redeemable Preferred Stock shall rank senior to all
   other Capital Stock.

   D.   DEFINITIONS.

        Unless the context otherwise requires, the terms defined in this
   paragraph D shall have, for all purposes of this Section 4.2, the meanings
   herein specified (with terms defined in the singular having comparable
   meanings when used in the plural).

        "Average Price" shall mean the average of the closing prices of the
   Common Stock over a period of thirty (30) consecutive days on the primary
   securities exchange or market on which the Common Stock is traded.

        "Business Day" shall mean a day other than a Saturday, a Sunday or
   any other day on which banking institutions in Florida generally are not
   open for business.

        "Capital Stock" shall mean any and all shares, interests and
   participations or other equivalents (however designated) of capital stock
   of the Corporation, and includes all Common Stock and Preferred Stock.

        "Junior Stock" shall mean Common Stock and any other class or series
   of capital stock of the Corporation which ranks junior to the Series B
   Redeemable Preferred Stock with respect to the payment of dividends or the
   distribution of assets upon a Liquidation.

        "Liquidation" shall mean any liquidation, dissolution or winding up
   of the affairs of the Corporation (voluntary or involuntary).

        "Preferred Stock" shall mean, collectively, the Series A Convertible
   Preferred Stock and the Series B Redeemable Preferred Stock.

        "Redemption Notice" shall mean a notice in writing, to be sent by the
   Company not less than seven (7) days nor more than fourteen (14) days
   prior to the date fixed for any redemption pursuant to paragraph A.6 or
   B.5(a) of this Section 4.2, with postage prepaid, return receipt
   requested, to each holder of shares of record of Series A Convertible
   Preferred Stock and/or Series B Redeemable Preferred Stock to be redeemed,
   as the case may be, at such holder's address last shown on the records of
   the Company.  Such notice shall state:

                  (1)  The total number of shares of Series A Convertible
             Preferred Stock and/or Series B Redeemable Preferred Stock, as
             the case may be, that the Company intends to redeem;

                  (2)  The number of shares of Series A Convertible Preferred
             Stock and/or Series B Redeemable Preferred Stock, as the case
             may be, held by the holder thereof that the Company intends to
             redeem;

                  (3)  The Redemption Date of the Series A Convertible
             Preferred Stock and/or Series B Redeemable Preferred Stock, as
             the case may be, and the Series A Preferential Amount and Series
             B Preferential Amount, as the case may be; and

                  (4)  The time, place and manner in which the holder is to
             surrender to the Company the certificate or certificates
             representing the shares of Series A Convertible Preferred Stock
             and/or Series B Redeemable Preferred Stock to be redeemed, as
             the case may be.

        "Restricted Payment" means any purchase, redemption, retirement or
   other acquisition for value by the Corporation of its Capital Stock,
   except as expressly permitted in this Amendment.

        "Series A Annual Per Share PIK Dividend Amount" shall mean a fraction
   of one share of Series A Convertible Preferred Stock equal to eight
   percent (8.0%) per annum of one share of the Series A Convertible
   Preferred Stock, prorated for any partial year.

        "Series A Initial Issue Date" shall mean May 16, 1996, which is the
   date that shares of Series A Convertible Preferred Stock were first issued
   by the Corporation.

        "Series A Initial Purchase Price Per Share" shall mean $1.58 per
   share of Series A Convertible Preferred Stock.

        "Series A PIK Dividends" shall mean the "paid-in-kind" dividends as
   set forth in paragraph A.2 of this Section 4.2.

        "Series A PIK Dividend Payment Date" shall mean the first day of each
   January in each year during the Series A PIK Dividend Payment Period.

        "Series A PIK Dividend Payment Period" shall mean the period from,
   and including, the Initial Issue Date to, but not including, the date all
   the outstanding Series A Convertible Preferred Stock is (a) converted into
   Common Stock or (b) redeemed and the redemption price is paid in full
   pursuant to paragraph 6 of this Section 4.2.

        "Series A PIK Dividend Period" shall mean the period from and
   including, the Initial Issue Date to, but not including, the first Series
   A PIK Dividend Payment Date and thereafter, each annual period, including
   any Series A PIK Dividend Payment Date to, but not including, the next
   Series A PIK Dividend Payment Date.

        "Series A PIK Record Date" shall mean the date that is fifteen (15)
   Business Days prior to any Series A PIK Dividend Payment Date.

        "Series A Preferential Amount" shall mean, with respect to each share
   of Series A Convertible Preferred Stock outstanding (including shares
   issued or accrued as Series A PIK Dividends), the amount equal to the
   Series A Initial Purchase Price Per Share (as adjusted for any
   combinations, consolidations, recapitalization, reorganizations,
   reclassifications, stock distributions, stock splits, stock dividends and
   the like) plus all declared but unpaid dividends thereon (excluding Series
   A PIK Dividends), and no more.

        "Series B Dividend Amount" shall mean, (i) with respect to Series B
   PIK Dividends, a fraction of one share of Series B Redeemable Preferred
   Stock equal to eight percent (8.0%) per annum of one share of the Series B
   Redeemable Preferred Stock prorated for any partial year, and (ii) with
   respect to Series B Redeemable Preferred Stock cash dividends, a cash
   amount equal to eight percent (8.0%) per annum of the Series B Initial
   Purchase Price Per Share of all issued and outstanding shares of the
   Series B Redeemable Preferred Stock, in each case computed on the basis of
   the actual days elapsed in a year 360 days and cumulated quarterly.

        "Series B Dividend Payment Date" shall mean the first day of each
   January, March, June and September in each year during the Series B
   Dividend Payment Period, commencing March 1, 1997.

        "Series B Dividend Payment Period" shall mean the period from, and
   including, the Initial Issue Date of such series to, but not including,
   the date all the outstanding Series B Redeemable Preferred Stock is
   redeemed and the redemption price is paid in full pursuant to paragraph
   B.6 of this Section 4.2.

        "Series B Dividend Period" shall mean the period from and including,
   the Series B Initial Issue Date of such series to, but not including, the
   first Dividend Payment Date and thereafter, each calendar quarter period,
   including any Series B Dividend Payment Date to, but not including, the
   next Series B Dividend Payment Date.

        "Series B Initial Issue Date" shall mean the date that shares of
   Series B Redeemable Preferred Stock are first issued by the Corporation.

        "Series B Initial Purchase Price Per Share" shall mean $200 per share
   of Series B Redeemable Preferred Stock.

        "Series B PIK Dividends" shall mean the "paid-in-kind" dividends as
   set forth in paragraph B.2 of this Section 4.2.

        "Series B Record Date" shall mean the date that is fifteen (15)
   Business Days prior to any Dividend Payment Date.

        "Series B Preferential Amount" shall mean, with respect to each share
   of Series B Redeemable Preferred Stock outstanding (including shares
   issued or accrued as PIK Dividends), the amount equal to the Series B
   Initial Purchase Price Per Share plus all accrued but unpaid dividends
   thereon (excluding Series B PIK Dividends).