AMENDED ARTICLES OF INCORPORATION OF

                                 MEDPLUS, INC.

FIRST:     The name of the Corporation shall be MedPlus, Inc.

SECOND:     The place in Ohio where the principal office of the
Corporation is to be located is Cincinnati, Hamilton County, Ohio.

THIRD:     The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be
formed under Chapter 1701 of the Ohio Revised Code.

FOURTH:     The aggregate number of shares which the Corporation
shall have the authority to issue shall be (a) 15,000,000 shares
of Common Stock without par value; and (b) 5,000,000 shares of
Series A Convertible Preferred Stock as follows:

     1.     Number of Shares.  The series of Preferred Stock
designated and known as "Series A Convertible Preferred Stock"
shall consist of 5,000,000 shares.

     2.     Voting.  Except as may be otherwise provided in these
terms of the Series A Convertible Preferred Stock or by law, the
Series A Convertible Preferred Stock shall vote together with all
other classes and series of stock of the Corporation as a single
class on all actions to be taken by the stockholders of the
Corporation, including, but not limited to actions amending the
Certificate of Incorporation of the Corporation to increase the
number of authorized shares of Common Stock.  Each share of
Series A Convertible Preferred Stock shall entitle the holder
thereof to such number of votes per share on each such action as
shall equal the number of shares of Common Stock (including
fractions of a share) into which each share of Series A
Convertible Preferred Stock is then convertible; provided,
however, that if the number of such number of votes is greater
than such number of shares of Series A Convertible Preferred Stock
and is consequently a violation of the rules of the Nasdaq Stock
Market applicable to the Company, then the number of votes shall
equal the number of shares of Series A Convertible Preferred
Stock.

     3.     Dividends.  The holders of the Series A Convertible
Preferred Stock shall be entitled to receive, out of funds legally
available therefor, quarterly cash dividends at the rate per annum
of $0.06916 per share until June 23, 2002 and thereafter at the
rate of $0.1729 per share (the "Accruing Dividends").  Accruing
Dividends shall accrue from day to day, whether or not earned or
declared, and shall be cumulative.  Accruing Dividends shall be
declared by the Board of Directors and paid by the Corporation
quarterly on January 31, April 30, July 31 and October 31 of each
year with respect to each share of Series A Convertible Preferred
Stock then issued and outstanding.  At the sole option of the
holder of shares of Series A Convertible Preferred Stock, the
Accruing Dividends may be paid in the form of additional shares of
Common Stock.  Upon declaration by the Board of Directors of the
Accruing Dividends, notice shall be sent to each holder of Series
A Convertible Preferred Stock of such declaration and notifying
each such holder (such notice, the "Dividend Notice") that the
Accruing Dividends shall be paid in cash unless such holder
elects, by notice to the Corporation within 15 days of receipt of
the Dividend Notice, to have the Accruing Dividends paid in the
form of additional shares of Common Stock.  If any holder so
elects, such holder shall receive in payment in full of the
Accruing Dividends that number of shares of Common Stock as is
equal to the aggregate value of the Accruing Dividends to be paid
divided by the Fair Market Value (as defined in subparagraph 6Q
below) of one share of Common Stock on the date such Accruing
Dividends were declared (a statement as to such Fair Market Value
shall be included in the Dividend Notice).  If payment of the
Accruing Dividends as provided above would violate applicable law,
the Corporation's Articles of Incorporation or its Code of
Regulations, then the Corporation shall notify the holders of
shares of Series A Convertible Preferred Stock of such fact and at
the election of at least a majority of the holders of the Series A
Convertible Preferred Stock, the Accruing Dividends shall be
declared and paid in the form of additional shares of Common Stock
as provided above.  The holders of the Series A Convertible
Preferred Stock shall also be entitled to receive, out of funds
legally available therefor, dividends at the same rate as
dividends (other than dividends paid in additional shares of
Common Stock) are paid with respect to the Common Stock (treating
each share of Series A Convertible Preferred Stock as being equal
to the number of shares of Common Stock (including fractions of a
share) into which each share of Series A Convertible Preferred
Stock is then convertible).

     4.     Liquidation.  Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,
the holders of the shares of Series A Convertible Preferred Stock
shall be entitled, before any distribution or payment is made upon
any stock ranking on liquidation junior to the Series A
Convertible Preferred Stock, to be paid an amount equal to the
greater of (i) $1.729 per share plus, in the case of each share,
an amount equal to all Accruing Dividends unpaid thereon (whether
or not declared) and any other dividends declared but unpaid
thereon, computed to the date payment thereof is made available,
or (ii) such amount per share as would have been payable had each
such share been converted to Common Stock pursuant to paragraph 6
immediately prior to such liquidation, dissolution or winding up,
and the holders of Series A Convertible Preferred Stock shall not
be entitled to any further payment, such amount payable with
respect to one share of Series A Convertible Preferred Stock being
sometimes referred to as the "Liquidation Preference Payment" and
with respect to all shares of Series A Convertible Preferred Stock
being sometimes referred to as the "Liquidation Preference
Payments".  If upon such liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, the assets to
be distributed among the holders of Series A Convertible Preferred
Stock shall be insufficient to permit payment to the holders of
Series A Convertible Preferred Stock of the amount distributable
as aforesaid, then the entire assets of the Corporation to be so
distributed shall be distributed ratably among the holders of
Series A Convertible Preferred Stock.  Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of
Series A Convertible Preferred Stock shall have been paid in full
the amounts to which they shall be entitled, the remaining net
assets of the Corporation may be distributed to the holders of
stock ranking on liquidation junior to the Series A Convertible
Preferred Stock.  Written notice of such liquidation, dissolution
or winding up, stating a payment date, the amount of the
Liquidation Preference Payments and the place where said
Liquidation Preference Payments shall be payable, shall be
delivered in person, mailed by certified or registered mail,
return receipt requested, or sent by telecopier or telex, not less
than 20 days prior to the payment date stated therein, to the
holders of record of Series A Convertible Preferred Stock, such
notice to be addressed to each such holder at its address as shown
by the records of the Corporation.  Any of (i) the consolidation
or merger of the Corporation (other than a merger to reincorporate
the Corporation in a different jurisdiction) into or with any
other entity or entities in which the shares of the Corporation
outstanding immediately prior to the closing of such event
represent or are converted into shares of the surviving or
resulting entity that represent less than a majority of the total
number of shares of the surviving or resulting entity that are
outstanding or are reserved for issuance upon the exercise or
conversion of outstanding securities immediately after the closing
of such event, (ii) the sale or transfer of fifty percent (50%) or
more of the capital stock of the Corporation in a single
transaction or series of related transactions, and (iii) the sale,
lease, exchange or transfer of all or substantially all of the
assets of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of
the provisions of this paragraph 4, unless the holders of at least
sixty percent (60%) of the then outstanding Series A Convertible
Preferred Stock otherwise agree.  For purposes hereof, the Common
Stock shall rank on liquidation junior to the Series A Convertible
Preferred Stock.

     5.     Restrictions.  At any time when shares of Series A
Convertible Preferred Stock are outstanding, except where the vote
or written consent of the holders of a greater number of shares of
the Corporation is required by law or by the Articles of
Incorporation, and in addition to any other vote required by law
or the Articles of Incorporation, without the approval of the
holders of at least two-thirds of the then outstanding shares of
Series A Convertible Preferred Stock, given in writing or by vote
at a meeting, consenting or voting (as the case may be) separately
as a series, the Corporation will not:

          5A.     Create or authorize the creation of any
additional class or series of shares of stock unless the same
ranks junior to the Series A Convertible Preferred Stock as to the
distribution of assets on the liquidation, dissolution or winding
up of the Corporation, or increase the authorized amount of the
Series A Convertible Preferred Stock or increase the authorized
amount of any additional class or series of shares of stock unless
the same ranks junior to the Series A Convertible Preferred Stock
as to the distribution of assets on the liquidation, dissolution
or winding up of the Corporation, or create or authorize any
obligation or security convertible into shares of Series A
Convertible Preferred Stock or into shares of any other class or
series of stock unless the same ranks junior to the Series A
Convertible Preferred Stock as to the distribution of assets on
the liquidation, dissolution or winding up of the Corporation,
whether any such creation, authorization or increase shall be by
means of amendment to the Articles of Incorporation or by merger,
consolidation or otherwise;

          5B.     Consent to any liquidation, dissolution or
winding up of the Corporation or consolidate or merge into or with
any other entity or entities or sell, lease, abandon, transfer or
otherwise dispose of all or substantially all its assets;

          5C.     Amend, alter or repeal its Articles of
Incorporation if the effect would be detrimental or adverse in any
manner with respect to the rights of the holders of the Series A
Convertible Preferred Stock;

          5D.     Purchase or set aside any sums for the purchase
of, or pay any dividend or make any distribution on, any shares of
stock other than the Series A Convertible Preferred Stock, except
for dividends or other distributions payable on the Common Stock
solely in the form of additional shares of Common Stock and except
for the purchase of shares of Common Stock from former employees
of the Corporation who acquired such shares directly from the
Corporation, if each such purchase is made pursuant to contractual
rights held by the Corporation relating to the termination of
employment of such former employee and the purchase price does not
exceed the original issue price paid by such former employee to
the Corporation for such shares; or

          5E.     Redeem or otherwise acquire any shares of
Series A Convertible Preferred Stock except as expressly
authorized in paragraph 7 hereof or pursuant to a purchase offer
made pro rata to all holders of the shares of Series A Convertible
Preferred Stock on the basis of the aggregate number of
outstanding shares of Series A Convertible Preferred Stock then
held by each such holder.

     6.     Conversions.  The holders of shares of Series A
Convertible Preferred Stock shall have the following conversion
rights:

          6A.     Right to Convert.  Subject to the terms and
conditions of this paragraph 6, the holder of any share or shares
of Series A Convertible Preferred Stock shall have the right, at
its option at any time, to convert any such shares of Series A
Convertible Preferred Stock (except that upon any liquidation of
the Corporation the right of conversion shall terminate at the
close of business on the business day fixed for payment of the
amount distributable on the Series A Convertible Preferred Stock)
into such number of fully paid and nonassessable shares of Common
Stock as is obtained by (i) multiplying the number of shares of
Series A Convertible Preferred Stock so to be converted by $1.729
and (ii) dividing the result by the conversion price of $1.729 per
share or, in case an adjustment of such price has taken place
pursuant to the further provisions of this paragraph 6, then by
the conversion price as last adjusted and in effect at the date
any share or shares of Series A Convertible Preferred Stock are
surrendered for conversion (such price, or such price as last
adjusted, being referred to as the "Conversion Price").  Such
rights of conversion shall be exercised by the holder thereof by
giving written notice that the holder elects to convert a stated
number of shares of Series A Convertible Preferred Stock into
Common Stock and by surrender of a certificate or certificates for
the shares so to be converted to the Corporation at its principal
office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holders of
the Series A Convertible Preferred Stock) at any time during its
usual business hours on the date set forth in such notice,
together with a statement of the name or names (with address) in
which the certificate or certificates for shares of Common Stock
shall be issued.

          6B.     Issuance of Certificates; Time Conversion
Effected.  Promptly after the receipt of the written notice
referred to in subparagraph 6A and surrender of the certificate or
certificates for the share or shares of Series A Convertible
Preferred Stock to be converted, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder,
registered in such name or names as such holder may direct, a
certificate or certificates for the number of whole shares of
Common Stock issuable upon the conversion of such share or shares
of Series A Convertible Preferred Stock.  To the extent permitted
by law, such conversion shall be deemed to have been effected and
the Conversion Price shall be determined as of the close of
business on the date on which such written notice shall have been
received by the Corporation and the certificate or certificates
for such share or shares shall have been surrendered as aforesaid,
and at such time the rights of the holder of such share or shares
of Series A Convertible Preferred Stock shall cease, and the
person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

          6C.     Fractional Shares; Dividends; Partial
Conversion.  No fractional shares shall be issued upon conversion
of Series A Convertible Preferred Stock into Common Stock and no
payment or adjustment shall be made upon any conversion on account
of any cash dividends on the Common Stock issued upon such
conversion.  At the time of each conversion, the Corporation shall
pay in cash an amount equal to all dividends accrued and unpaid on
the shares of Series A Convertible Preferred Stock surrendered for
conversion to the date upon which such conversion is deemed to
take place as provided in subparagraph 6B.  In case the number of
shares of Series A Convertible Preferred Stock represented by the
certificate or certificates surrendered pursuant to
subparagraph 6A exceeds the number of shares converted, the
Corporation shall, upon such conversion, execute and deliver to
the holder, at the expense of the Corporation, a new certificate
or certificates for the number of shares of Series A Convertible
Preferred Stock represented by the certificate or certificates
surrendered which are not to be converted.  If any fractional
share of Common Stock would, except for the provisions of the
first sentence of this subparagraph 6C, be delivered upon such
conversion, the Corporation, in lieu of delivering such fractional
share, shall pay to the holder surrendering the Series A
Convertible Preferred Stock for conversion an amount in cash equal
to the current market price of such fractional share as determined
in good faith by the Board of Directors of the Corporation.

          6D.     Adjustment of Price Upon Issuance of Common
Stock.  Except as provided in subparagraph 6E, if and whenever,
after the date one or more shares of Series A Convertible
Preferred Stock is first issued, the Corporation shall issue or
sell, or is, in accordance with subparagraphs 6D(1) through 6D(7),
deemed to have issued or sold, any shares of Common Stock for a
consideration per share less than the Conversion Price in effect
immediately prior to the time of such issue or sale, then,
forthwith upon such issue or sale, the Conversion Price shall be
reduced to the price at which the Corporation issued or sold, or
is deemed to have issued or sold, such shares of Common Stock.

     For purposes of this subparagraph 6D, the following subpara-
graphs 6D(1) to 6D(7) shall also be applicable:

               6D(1)  Issuance of Rights or Options.  In case at
any time the Corporation shall in any manner grant (whether
directly or by assumption in a merger or otherwise) any warrants
or other rights to subscribe for or to purchase, or any options
for the purchase of, Common Stock or any stock or security
convertible into or exchangeable for Common Stock (such warrants,
rights or options being called "Options" and such convertible or
exchangeable stock or securities being called "Convertible
Securities") whether or not such Options or the right to convert
or exchange any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is
issuable upon the exercise of such Options or upon the conversion
or exchange of such Convertible Securities (determined by dividing
(i) the total amount, if any, received or receivable by the
Corporation as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration
payable to the Corporation upon the exercise of all such Options,
plus, in the case of such Options which relate to Convertible
Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common
Stock issuable upon the exercise of such Options or upon the
conversion or exchange of all such Convertible Securities issuable
upon the exercise of such Options) shall be less than the
Conversion Price in effect immediately prior to the time of the
granting of such Options, then the total maximum number of shares
of Common Stock issuable upon the exercise of such Options or upon
conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued for such price per share as of
the date of granting of such Options or the issuance of such
Convertible Securities and thereafter shall be deemed to be
outstanding.  In the event that all Options referred to in this
subparagraph 6D(1) are terminated or expire without any such
Options having been exercised, the Conversion Price shall be
increased to the Conversion Price which would have been in effect
at the time of such expiration or termination had all such Options
never been issued.  Except as otherwise provided in
subparagraph 6D(3), no adjustment of the Conversion Price shall be
made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such Options or upon the
actual issue of such Common Stock upon conversion or exchange of
such Convertible Securities.

               6D(2)  Issuance of Convertible Securities.  In case
the Corporation shall in any manner issue (whether directly or by
assumption in a merger or otherwise) or sell any Convertible
Securities, whether or not the rights to exchange or convert any
such Convertible Securities are immediately exercisable, and the
price per share for which Common Stock is issuable upon such
conversion or exchange (determined by dividing (i) the total
amount received or receivable by the Corporation as consideration
for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any,
payable to the Corporation upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common
Stock issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the Conversion Price in
effect immediately prior to the time of such issue or sale, then
the total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities shall be
deemed to have been issued for such price per share as of the date
of the issue or sale of such Convertible Securities and thereafter
shall be deemed to be outstanding, provided that (a) except as
otherwise provided in subparagraph 6D(3), no adjustment of the
Conversion Price shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible
Securities, (b) if any such issue or sale of such Convertible
Securities is made upon exercise of any Options to purchase any
such Convertible Securities for which adjustments of the
Conversion Price have been or are to be made pursuant to other
provisions of this subparagraph 6D, no further adjustment of the
Conversion Price shall be made by reason of such issue or sale,
and (c) in the event that all Convertible Securities referred to
in this subparagraph 6D(2) are terminated or expire without any
such Convertible Securities having been converted or exchanged,
the Conversion Price shall be increased to the Conversion Price
which would have been in effect at the time of such expiration or
termination had all such Convertible Securities never been issued.

               6D(3)  Change in Option Price or Conversion Rate.
Upon the happening of any of the following events, namely, if the
purchase price provided for in any Option referred to in
subparagraph 6D(1), the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities
referred to in subparagraph 6D(1) or 6D(2), or the rate at which
Convertible Securities referred to in subparagraph 6D(1) or 6D(2)
are convertible into or exchangeable for Common Stock shall change
at any time (including, but not limited to, changes under or by
reason of provisions designed to protect against dilution), the
Conversion Price in effect at the time of such event shall
forthwith be readjusted to the Conversion Price which would have
been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case
may be, at the time initially granted, issued or sold, but only if
as a result of such adjustment the Conversion Price then in effect
hereunder is thereby reduced; and on the termination of any such
Option or any such right to convert or exchange such Convertible
Securities, the Conversion Price then in effect hereunder shall
forthwith be increased to the Conversion Price which would have
been in effect at the time of such termination had such Option or
Convertible Securities, to the extent outstanding immediately
prior to such termination, never been issued.

               6D(4)  Stock Dividends.  In case the Corporation
shall declare a dividend (other than the Accruing Dividends) or
make any other distribution upon any stock of the Corporation
(other than the Common Stock) payable in Common Stock, Options or
Convertible Securities, then any Common Stock, Options or
Convertible Securities, as the case may be, issuable in payment of
such dividend or distribution shall be deemed to have been issued
or sold at a price per share equal to $.00001.

               6D(5)  Consideration for Stock.  In case any shares
of Common Stock, Options or Convertible Securities shall be issued
or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Corporation therefor,
without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the
Corporation in connection therewith.  In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold
for a consideration other than cash, the amount of the
consideration other than cash received by the Corporation shall be
deemed to be the fair value of such consideration as determined in
good faith by the Board of Directors of the Corporation, without
deduction of any expenses incurred or any underwriting commissions
or concessions paid or allowed by the Corporation in connection
therewith.  In case any Options shall be issued in connection with
the issue and sale of other securities of the Corporation,
together comprising one integral transaction in which no specific
consideration is allocated to such Options by the parties thereto,
such Options shall be deemed to have been issued for such
consideration as determined in good faith by the Board of
Directors of the Corporation.

               6D(6)  Record Date.  In case the Corporation shall
take a record of the holders of its Common Stock for the purpose
of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, Options or Convertible Securities or (ii)
to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or the
making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be.

               6D(7)  Treasury Shares.  The number of shares of
Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Corporation, and
the disposition of any such shares shall be considered an issue or
sale of Common Stock for the purpose of this subparagraph 6D.

          6E.     Certain Issues of Common Stock Excepted.
Anything herein to the contrary notwithstanding, the Corporation
shall not be required to make any adjustment of the Conversion
Price in the case of the issuance from and after the date of
filing of these terms of the Series A Convertible Preferred Stock
of up to an aggregate of 1,096,391 shares (appropriately adjusted
to reflect the occurrence of any event described in
subparagraph 6F) of Common Stock to directors, officers, employees
or consultants of the Corporation in connection with their service
as directors of the Corporation, their employment by the
Corporation or their retention as consultants by the Corporation,
plus such number of shares of Common Stock which are repurchased
by the Corporation from such persons after such date pursuant to
contractual rights held by the Corporation and at repurchase
prices not exceeding the respective original purchase prices paid
by such persons to the Corporation therefor.

          6F.     Subdivision or Combination of Common Stock.  In
case the Corporation shall at any time subdivide (by any stock
split, stock dividend or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price
in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number of
shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased.  In the case of
any such subdivision, no further adjustment shall be made pursuant
to subparagraph 6D(4) by reason thereof.

          6G.     Reorganization or Reclassification.  If any
capital reorganization or reclassification of the capital stock of
the Corporation shall be effected in such a way that holders of
Common Stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization or reclassification, lawful and
adequate provisions shall be made whereby each holder of a share
or shares of Series A Convertible Preferred Stock shall thereupon
have the right to receive, upon the basis and upon the terms and
conditions specified herein and in lieu of the shares of Common
Stock immediately theretofore receivable upon the conversion of
such share or shares of Series A Convertible Preferred Stock, such
shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares
of such Common Stock equal to the number of shares of such Common
Stock immediately theretofore receivable upon such conversion had
such reorganization or reclassification not taken place, and in
any such case appropriate provisions shall be made with respect to
the rights and interests of such holder to the end that the
provisions hereof (including without limitation provisions for
adjustments of the Conversion Price) shall thereafter be
applicable, as nearly as may be, in relation to any shares of
stock, securities or assets thereafter deliverable upon the
exercise of such conversion rights.

          6H.     Notice of Adjustment.  Upon any adjustment of
the Conversion Price, then and in each such case the Corporation
shall give written notice thereof, by delivery in person,
certified or registered mail, return receipt requested, telecopier
or telex, addressed to each holder of shares of Series A
Convertible Preferred Stock at the address of such holder as shown
on the books of the Corporation, which notice shall state the
Conversion Price resulting from such adjustment, setting forth in
reasonable detail the method upon which such calculation is based.

          6I.     Other Notices.  In case at any time:

               (1)     the Corporation shall declare any dividend
upon its Common Stock payable in cash or stock or make any other
distribution to the holders of its Common Stock;

               (2)     the Corporation shall offer for
subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or other rights;

               (3)     there shall be any capital reorganization
or reclassification of the capital stock of the Corporation, or a
consolidation or merger of the Corporation with or into another
entity or entities, or a sale, lease, abandonment, transfer or
other disposition of all or substantially all its assets, or any
Change of Control ("Change of Control" shall mean the acquisition
by a person or related persons, or entity or related entities, of
voting securities of the Corporation (including securities
convertible into voting securities, "Voting Securities") which,
together with all other Voting Securities owned by such person,
persons, entity or entities (A) exceeds fifty percent (50%) of all
outstanding Voting Securities of the Corporation at such time, or
(B) represents greater than fifty percent (50%) of the voting
power of all outstanding Voting Securities at such time);

               (4)     there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Corporation; or

               (5)     the election by at least a majority of the
holders of Series A Convertible Stock to have the Corporation
redeem the outstanding shares of Series A Convertible Preferred
Stock pursuant to paragraph 7 hereof;

then, in any one or more of said cases, the Corporation shall
give, by delivery in person, certified or registered mail, return
receipt requested, telecopier or telex, addressed to each holder
of any shares of Series A Convertible Preferred Stock at the
address of such holder as shown on the books of the Corporation,
(a) at least 20 days' prior written notice of the date on which
the books of the Corporation shall close or a record shall be
taken for such dividend, distribution or subscription rights or
for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation, winding up and (b) in the
case of any such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation, winding up, Change
of Control or redemption, at least 20 days' prior written notice
of the date when the same shall take place.  Such notice in
accordance with the foregoing clause (a) shall also specify, in
the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be
entitled thereto and such notice in accordance with the foregoing
clause (b) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for
securities or other  property deliverable upon such
reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding up, as the case
may be.

          6J.     Stock to be Reserved.  The Corporation will at
all times reserve and keep available out of its authorized Common
Stock, solely for the purpose of issuance upon the conversion of
Series A Convertible Preferred Stock as herein provided, such
number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Series A Convertible
Preferred Stock.  The Corporation covenants that all shares of
Common Stock which shall be so issued shall be duly and validly
issued and fully paid and nonassessable and free from all taxes,
liens and charges with respect to the issue thereof, and, without
limiting the generality of the foregoing, the Corporation
covenants that it will from time to time take all such action as
may be requisite to assure that the par value per share of the
Common Stock is at all times equal to or less than the Conversion
Price in effect at the time.  The Corporation will take all such
action as may be necessary to assure that all such shares of
Common Stock may be so issued without violation of any applicable
law or regulation, or of any requirement of any national securi-
ties exchange upon which the Common Stock may be listed.  The
Corporation will not take any action which results in any adjust-
ment of the Conversion Price if the total number of shares of
Common Stock issued and issuable after such action upon conversion
of the Series A Convertible Preferred Stock would exceed the total
number of shares of Common Stock then authorized by the Articles
of Incorporation.

          6K.     No Reissuance of Series A Convertible Preferred
Stock.  Shares of Series A Convertible Preferred Stock which are
converted into shares of Common Stock as provided herein shall not
be reissued.

          6L.     Issue Tax.  The issuance of certificates for
shares of Common Stock upon conversion of Series A Convertible
Preferred Stock shall be made without charge to the holders
thereof for any issuance tax in respect thereof, provided that the
Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the
holder of the Series A Convertible Preferred Stock which is being
converted.

          6M.     Closing of Books.  The Corporation will at no
time close its transfer books against the transfer of any Series A
Convertible Preferred Stock or of any shares of Common Stock
issued or issuable upon the conversion of any shares of Series A
Convertible Preferred Stock in any manner which interferes with
the timely conversion of such Series A Convertible Preferred
Stock, except as may otherwise be required to comply with applic-
able securities laws.

          6N.     Definition of Common Stock.  As used in this
paragraph 6, the term "Common Stock" shall mean and include the
Corporation's authorized Common Stock, no par value per share, as
constituted on the date of filing of these terms of the Series A
Convertible Preferred Stock, and shall also include any capital
stock of any class of the Corporation thereafter authorized which
shall not be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends or
in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;
provided that the shares of Common Stock receivable upon
conversion of shares of Series A Convertible Preferred Stock shall
include only shares designated as Common Stock of the Corporation
on the date of filing of this instrument, or in case of any
reorganization or reclassification of the outstanding shares
thereof, the stock, securities or assets provided for in
subparagraph 6G.

          6O.  Mandatory Conversion.  If at any time the Corpora-
tion shall effect a firm commitment underwritten public offering
of shares of Common Stock in which (i) the aggregate price paid
for such shares by the public shall be at least $25,000,000 and
(ii) the price paid by the public for such shares shall be at
least $5.00 per share (appropriately adjusted to reflect the
occurrence of any event described in subparagraph 6F), then
effective upon the closing of the sale of such shares by the
Corporation pursuant to such public offering, all outstanding
shares of Series A Convertible Preferred Stock shall automatically
convert to shares of Common Stock on the basis set forth in this
paragraph 6.  If at any time after June 23, 2002 the Fair Market
Value (as defined below) of one share of Common Stock exceeds
$3.458 (appropriately adjusted to reflect the occurrence of any
event described in subparagraph 6F), then effective upon delivery
of a notice of such Fair Market Value to each holder of any shares
of Series A Convertible Preferred Stock, such delivery to be in
person, certified or registered mail, return receipt requested,
telecopier or telex, to the address of such holder as shown on the
books of the Corporation, all outstanding shares of Series A
Convertible Preferred stock shall automatically convert to shares
of Common Stock on the basis set forth in this paragraph 6.
Holders of shares of Series A Convertible Preferred Stock
converted pursuant to this subparagraph 6O may deliver to the
Corporation at its principal office (or such other office or
agency of the Corporation as the Corporation may designate by
notice in writing to such holders) during its usual business
hours, the certificate or certificates for the shares so
converted.  As promptly as practicable thereafter, the Corporation
shall issue and deliver to such holder a certificate or
certificates for the number of whole shares of Common Stock to
which such holder is entitled, together with any cash dividends
and payment in lieu of fractional shares to which such holder may
be entitled pursuant to subparagraph 6C.  Until such time as a
holder of shares of Series A Convertible Preferred Stock shall
surrender his or its certificates therefor as provided above, such
certificates shall be deemed to represent the shares of Common
Stock to which such holder shall be entitled upon the surrender
thereof.

          6P.     Additional Adjustment to Conversion Price.  If
on June 23, 2001, the product of (A) the Fair Market Value of one
share of Common Stock, multiplied by (B) 2,371,815, is less than
the difference of (i) $6,250,000, minus (ii) the aggregate total
of all Accruing Dividends which have been declared and paid until
such date, then the Conversion Price shall be reduced to the price
which equals two-thirds of the Conversion Price in effect
immediately prior to such reduction.

          6Q.     Fair Market Value.  For the purposes of
paragraph 3 and subparagraphs 6O and 6P, "Fair Market Value" of
one share of Common Stock on any specified date shall mean:

          (i)     If shares of Common Stock are traded on an
exchange or are quoted on the Nasdaq National Market, the average
of the last reported sale price of the Common Stock on the twenty
trading days before such date;

          (ii)     If shares of the Common Stock are not traded on
an exchange or on the Nasdaq National Market but are traded in the
over-the-counter market, the average of the mean of the last bid
and asked prices reported on the twenty trading days before such
date (1) by the Nasdaq or (2) if reports are unavailable under
clause (1) by the National Quotation Bureau Incorporated; and

          (iii)     If shares of the Company's Common Stock are
not publicly traded, then as determined in good faith by the Board
of Directors upon review of relevant factors.

     6R.     Adjustment for Dividends in Other Stock, Property,
etc.; Reclassification, etc.  In case at any time or from time to
time, the holders of Common Stock shall have received, or (on or
after the record date fixed for the determination of shareholders
eligible to receive) shall have become entitled to receive,
without payment therefor:

          (a)     other or additional stock or other securities or
property (other than cash) by way of dividend, or

          (b)     any cash (excluding cash dividends payable
solely out of earnings or earned surplus of the Company), or

          (c)     other or additional stock or other securities or
property (including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or
similar corporate rearrangement,

other than additional shares of Common Stock issued as a stock
dividend or in a stock-split, then and in each such case each
holder of shares of Series A Convertible Preferred Stock shall be
entitled to receive such stock and other securities and property
(including cash in the cases referred to in subparagraphs 6R(b)
and (c)) at the same rate as such stock and other securities and
property (including cash in the cases referred to in subparagraphs
6R(b) and (c)) are paid with respect to the Common Stock (treating
each share of Series A Convertible Preferred Stock as being equal
to the number of shares of Common Stock (including fractions of a
share) into which each share of Series A Convertible Preferred
Stock is then convertible).

     7.     Amendments.  No provision of these terms of the
Series A Convertible Preferred Stock may be amended (whether by
merger, consolidation or otherwise), modified or waived without
the written consent or affirmative vote of the holders of at least
two-thirds of the then outstanding shares of Series A Convertible
Preferred Stock.

FIFTH:     To the extent allowed under Ohio law, an action on any
matter taken by the shareholders of the Corporation, regarding
which the statutes of Ohio provide that unless otherwise provided
in the articles of incorporation or code of regulations of a
corporation there shall be the affirmative role of a larger
proportion than the holders of a majority of the shares entitled
to vote thereon, may be taken by the affirmative vote of the
holders of a majority of shares entitled to vote thereon.

SIXTH:  No holder of shares of any class of the Corporation shall
be entitled as of right, preemptive or otherwise, to subscribe for
or to purchase from the Corporation any shares of the Corporation
hereafter issued or sold.

SEVENTH:     When authorized by an affirmative vote of the Board
of Directors, without the action or approval of the shareholders
of this Corporation, this Corporation may redeem, purchase, or
contract to purchase, at any time and from time to time, shares of
any class issued by this Corporation for such prices an upon and
subject to such terms and conditions as the Board of Directors may
determine.

EIGHTH:     No holder of shares of any class of the Corporation
shall be entitled to vote cumulatively in the election of
directors.

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