EXHIBIT 4.0

                                    EXHIBIT A


         (A) AUTHORIZED CAPITAL STOCK. The total authorized capital of the
corporation shall be 500,000,000 shares of Common Stock, par value $0.001 per
share and 5,000,000 shares of Preferred Stock, par value $0.001 per share. The
board of directors shall have the authority, without any further approval of the
shareholders, to establish the relative rights, preferences and limitations of
any class of common or preferred stock. The consideration for the issuance of
any shares of capital stock may be paid, in whole or in part, in money, services
or other thing of value. The judgment of the directors as to the value of the
consideration for the shares shall be conclusive. When the payment of the
consideration for the shares has been received by the corporation, such shares
shall be deemed fully paid and nonassessable. In addition, the Board of
Directors is authorized to decrease the number of issued and outstanding shares
of a class or series held by each shareholder at the effective date and time of
the change without correspondingly decreasing the number of shares of authorized
shares of the same class or series.

                  1. DIVIDENDS. Subject to any preferential rights granted for
any series of Preferred Stock, the holders of shares of the Common Stock shall
be entitled to receive dividends out of the funds of the corporation legally
available therefor at the rate and at the time or times, whether cumulative or
noncumulative, as may be provided by the board of directors. The holders of
shares of the Preferred Stock shall be entitled to receive dividends to the
extent provided herein or by the board of directors in designating the
particular series of Preferred Stock. The holders of shares of the Common Stock
shall not be entitled to receive any dividends thereon other than the dividends
referred to in this section.

                  2. VOTING. To the extent provided herein or by resolution or
resolutions of the board of directors providing for the issue of a class or
series of Common Stock or Preferred Stock, the holders of each such class or
series shall have the right to vote for the election of members of the board of
directors of the corporation and the right to vote on all other matters, except
those matters as to which Nevada law or these Articles provide for a separate
vote.
                  3. ISSUANCE OF SHARES. The corporation may from time to time
issue any authorized and unissued shares of Common Stock or Preferred Stock for
such consideration as may be fixed from time to time by the board of directors,
without action by the shareholders. The board of directors may provide for
payment therefor to be received by the corporation in cash, property, services
or such other consideration as is approved by the board of directors. Any and
all such shares of Common Stock or Preferred Stock, the issuance of which has
been so authorized, and for which consideration so fixed by the board of
directors has been paid or delivered, shall be deemed fully paid stock and shall
not be liable to any further call or assessment thereon.
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         (B) DESIGNATION OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK.

                  1. DESIGNATION. The series of Class A Common Stock, consisting
of up to 400,000,000 shares, and the series of Class B Common Stock, consisting
of up to 100,000,000 shall be designated herein as the "Class A Common Stock"
and the "Class B Common Stock", respectively. The Class A Common Stock and the
Class B Common Stock are sometimes collectively referred to herein as "Common
Stock". The powers, preferences, rights and qualifications, limitations and
restrictions of the Common Stock are as set forth herein.

                  2. DIVIDENDS. Dividends shall be declared and set aside for
any shares of the Common Stock only upon resolution of the Board of Directors.

                  3. LIQUIDATION RIGHTS. Upon the voluntary or involuntary
dissolution, liquidation or winding up of the corporation, the assets available
for distribution to the holders of Common Stock shall be distributed after the
payment of the liquidation preferences of the Preferred Stock as set forth
herein.

                  4. VOTING POWER. Each holder of Class A Common Stock shall be
entitled to one vote for each share of Common Stock held at the record date for
the determination of Common Stockholders entitled to vote on such matter or, if
no such record date is established, at the date on which notice of the meeting
of shareholders at which the vote is to be taken is marked, or the date any
written consent of shareholders is solicited if the vote is not to be taken at a
meeting. Class B Common Stock shall carry no voting power and shall reserved for
issuance pursuant to Regulation S under the Securities Act of 1933, as amended.

         (C)      DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK.
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              1. Designation. One million (1,000,000) shares of preferred stock,
         par value $.001 per share, of the Corporation are hereby constituted as
         a series of the preferred stock of the Corporation and designated as
         "Series A Convertible Preferred Stock."

              2. Dividend Rights.

                       (a) General Dividend Obligation. The Corporation shall
         pay, when and as declared by the Corporation's Board of Directors, to
         the holders of the Shares then outstanding, out of the assets-of the
         Corporation legally available therefor, dividends in the manner, at the
         times, in the amounts and with such priorities as are provided for in
         this Section 2.

                       (b) Dividend Rate. Commencing on the Issue Date,
         dividends on shares of Series A Preferred Stock (sometimes hereinafter
         referred to as "SHARES") then outstanding will accrue on the Preferred
         Dividend Value thereof and be payable on each Dividend Payment Date,
         subject to Section 2(c)(ii), below, at the rate of ten percent (10%)
         per annum (the "DIVIDEND RATE"). Dividends will be calculated on the
         basis of a year consisting of twelve months of thirty days each in a
         year.

                       (c) Accrual of Dividends.

                           (i) Dividends on each Share then outstanding shall
         accrue cumulatively on a daily basis from the date hereof to and
         including the date on which the

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         redemption or conversion of such Share then outstanding shall have been
         effected or on which full payment with respect to such Share shall have
         been made pursuant to any liquidation, dissolution or winding-up of the
         Corporation, whether or not such dividends have been declared and
         whether or not there shall be (at the time such dividends became or
         become payable or any other time) profits, surpluses or other funds of
         the Corporation legally available for the payment of dividends.

                           (ii) To the extent not paid on any Dividend Payment
         Date, all dividends which have accrued on any Share then outstanding
         during the period from and including the preceding Dividend Payment
         Date (or from and including the date hereof in the case of the initial
         Dividend Payment Date) to (but excluding) such Dividend Payment Date
         shall be added on such Dividend Payment Date to the Preferred Dividend
         Value of such Share then outstanding (so that, without limitation,
         dividends shall thereafter accrue in respect of the amount of such
         accrued but unpaid dividends) and shall remain a part thereof until
         (but only until) such dividends are paid. As used herein, the
         "Preferred Dividend Value" of any Share then outstanding as of a
         particular date shall be equal to the sum of one dollar ($1.00) plus an
         amount equal to any accrued and unpaid dividends (whether or not earned
         or declared) on such Share then outstanding, which accrued and unpaid
         dividends have been added to the Preferred Dividend Value of such Share
         then outstanding on any Dividend Payment Date pursuant to this Section
         2(d)(ii) and not thereafter paid.

                       (d) Payment Dates. Full cumulative dividends on the
         Shares then outstanding shall be payable quarterly in arrears, on the
         last day of March, June, September and December in each year (each a
         "Dividend Payment Date"). The first Dividend Payment Date shall be
         December 3 1, 2003. If any Dividend Payment Date shall be on a day
         other than a Business Day, then the Dividend Payment Date shall be on
         the next succeeding Business Day. An amount equal to the full
         cumulative dividends shall also be payable, in satisfaction of such
         dividend obligation, upon liquidation or redemption as provided under
         Section 3 or Section 6 hereof The Board of Directors may fix a record
         date for the determination of holders of Shares entitled to receive
         payment of the dividends-payable pursuant to this Section - 2, which
         record date shall not be more than thirty (30) days prior to the
         Dividend Payment Date.

                       (e) Amounts Payable. The amount of dividends payable on
         Series A Preferred Stock on each Dividend Payment Date shall be the
         full cumulative dividends which are unpaid through and including such
         Dividend Payment Date. Dividends which are not paid for any reason
         whatsoever on a Dividend Payment Date shall cumulate (as set forth in
         Section 2(d)(ii) above) until paid and shall be payable on the next
         Dividend Payment Date on which payment can lawfully be made (or upon
         liquidation or redemption as provided herein).

                       (f) Limitation on Dividends, Repurchases and Redemptions.
         So long as any Shares shall be outstanding, the Corporation shall not
         declare or pay or set apart for payment any dividends or make any other
         distributions on any Common Stock or other Junior Securities, whether
         in cash, securities, rights to purchase securities or other property
         (other

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         than dividends or distributions payable in shares of the class or
         series upon which such dividends or distributions are declared or
         paid), nor shall the Corporation purchase, redeem or otherwise acquire
         for any consideration or make payment on account of the purchase,
         redemption or other retirement of any Common Stock or other Junior
         Securities, nor shall any monies be paid or made available for a
         sinking fund for the purchase or redemption of any Common Stock of
         other Junior Securities.

                       (g) Pro Rata Payments. In the event that full dividends
         are not paid or made available to the holders of all outstanding Shares
         and funds available for payment of dividends shall be insufficient to
         permit payment in full to holders of all such stock of the full
         preferential amounts to which they are then entitled, then the entire
         amount available for payment of dividends shall be distributed ratably
         among all such holders of Shares in proportion to the full amount to
         which they would otherwise be respectively entitled.

         3. Preference on Liquidation.

                       (a) Liquidation Preference for Series A Preferred Stock.
         In the event that the Corporation shall liquidate, dissolve or wind up,
         whether voluntarily or involuntarily, no distribution shall be made to
         the holders of shares of Common Stock or other Junior Securities (and
         no monies shall be set apart for such purpose) unless prior thereto,
         the Corporation shall have paid and the holders of shares of Series A
         Preferred Stock shall have received an amount per Share equal to the
         sum of the Liquidation Value plus all accrued but unpaid dividends
         thereon through the date of such payment (the "Series A Liquidation
         Preference"). As used herein, the "Liquidation Value" of the Series A
         Preferred Stock means $1.00 per Share.

                       (b) Pro Rata Payments. If, upon any such liquidation,
         dissolution or other winding up of the affairs of the Corporation, the
         assets of the Corporation shall be insufficient to permit the payment
         in full of the Series A Liquidation Preference for each share of Series
         A Preferred Stock then outstanding, then the assets of the Corporation
         remaining shall be ratably distributed among the holders of Series A
         Preferred Stock in proportion to the full amounts to which they would
         otherwise be respectively entitled if all amounts thereon were paid in
         full.

                       (c) Sale Not a Liquidation. Neither the voluntary sale,
         conveyance, exchange or transfer (for cash, shares of stock, securities
         or other consideration) of all or substantially all the property or
         assets of the Corporation nor the consolidation, merger or other
         business combination of the Corporation with or into one or more
         corporations shall be deemed to be a liquidation, dissolution or
         winding-up, voluntary or involuntary, of the Corporation.

                       (d) Notice of Liquidation. Written notice of any
         liquidation, dissolution or winding up of the Corporation, stating the
         payment date or dates when and the place or places where amounts
         distributable in such circumstances shall be payable, shall be given by

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         first class mail, postage prepaid, not less than thirty (30) days prior
         to any payment date specified therein, to the holders of record of the
         Series A Preferred Stock at their respective addresses as shall appear
         on the records of the Corporation.

              4. Voting. Except for any voting rights otherwise provided in
         Articles of Incorporation of the Corporation or by applicable law, the
         Shares shall have no voting rights.

              5. Conversion. The holders of shares of Series A Preferred Stock
         shall have the right to convert all or a portion of such Shares into
         fully paid and nonassessable shares of Common Stock (or any capital
         stock or other securities into which such Common Stock shall have been
         changed or any capital stock or other securities resulting from a
         reclassification thereof) as provided in this Section 5.

                       (a) Right to Convert. Subject to and upon compliance with
         the provisions of this Section 5, at any time and from time to time on
         or after the first anniversary of the Issue Date, each holder of shares
         of Series A Preferred Stock shall have the right, at the option of such
         holder, at any time, to convert any or all of such Shares into the
         number of fully paid and nonassessable shares of Common Stock
         (calculated, as to each conversion, rounded down to the nearest 1/100th
         of a share) obtained by dividing (i) an amount equal to one hundred
         fifteen percent (115%) of the aggregate Liquidation Value of the Shares
         to be converted, plus all accrued but unpaid dividends thereon through
         the date of conversion (unless the holder of shares of Series A
         Preferred Stock being so converted shall have elected to receive any
         such dividends in respect of the shares being converted subsequent to
         conversion), by (ii) the Market Price of the Common Stock as of the
         date of the holder's notice of conversion to the Corporation pursuant
         to Section 5(b) (the "Conversion Price").

                       (b) Procedure.

                           (i) Each holder of Series A Preferred Stock that
         desires to convert the same into shares of Common Stock shall_
         surrender the certificate or certificates therefor, duly endorsed, at
         the principal office of the Corporation or of any transfer agent for
         the Series A Preferred Stock or Common Stock, accompanied by written
         notice to the Corporation that such holder elects to convert the same
         and stating therein the number of Shares being converted and whether
         all declared and unpaid dividends in respect of such shares shall be
         included in the calculation set forth in Section 5(a) hereof, and
         setting forth the name or names in which such holder wishes the
         certificate or certificates for shares of Common Stock to be issued if
         such name or names shall be different than that of such holder.
         Thereupon, the Corporation shall issue and deliver at such office on
         not later than the fifth Business Day thereafter (unless such
         conversion is in connection with an underwritten public offering of
         Common Stock, in which event concurrently with such conversion) to such
         holder or on such holder's written order, (i) a certificate or
         certificates for the number of validly issued, fully paid and
         nonassessable full shares of Common Stock to which such holder is
         entitled and (ii) if less than the full number of shares of Series A
         Preferred Stock evidenced by the surrendered certificate or
         certificates are being converted, a new certificate or certificates, of
         like tenor,

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          for the number of shares evidenced by such surrendered certificate or
          certificates less the number of Shares converted.

                           (ii) Each conversion shall be deemed to have been
         effected immediately prior to the close of business on the date of such
         surrender of the Shares to be converted (except that if such conversion
         is in connection with an underwritten public offering of Common Stock,
         then such conversion shall be deemed to have been effected upon such
         surrender) so that the rights of the holder thereof as to the Shares
         being converted shall cease at such time except for the right to
         receive shares of Common Stock and if the holder of the Shares being so
         converted shall have elected to receive dividends subsequent to such
         conversion, all accrued and unpaid dividends in accordance herewith,
         and the person entitled to receive the shares of Common Stock issuable
         upon such conversion shall be treated for all purposes as the record
         holder of such shares of Common Stock at such time.

                       (c) Conditional Conversion. Notwithstanding any other
         provision hereof if conversion of any shares of Series A Preferred
         Stock is to be made in connection with a public offering of Common
         Stock, the conversion of any shares of Series A Preferred Stock may, at
         the election of the holder thereof, be conditioned upon the
         consummation of the public offering or such transaction, in which case
         such conversion shall not be deemed to be effective until the
         consummation of such public offering or transaction.

                           (d) Reorganization, Reclassification, Merger or
         Consolidation. If the Corporation shall at any time reorganize or
         reclassify the outstanding shares of Common Stock (other than a change
         in par value, or from no par value to par value, or from par value to
         no par value, or as a result of a subdivision or combination) or
         consolidate with or merge into another corporation or other entity
         (where the Corporation is not the continuing corporation after such
         merger or consolidation and subject in any event to Section 7 hereof),
         the holders of Series A Preferred Stock shall thereafter be entitled to
         receive upon conversion of the Series A Preferred Stock, in whole or in
         part, the same kind and number of shares of stock and other securities,
         _cash or other property (and upon the same terms and with the same
         rights) as would have been distributed to a holder upon such
         reorganization, reclassification, consolidation or merger had such
         holder converted its Series A Preferred Stock immediately prior to such
         reorganization, reclassification, consolidation or merger. For purposes
         of this Section, the Conversion Price upon such conversion shall be the
         Conversion Price in effect immediately prior to such reorganization,
         reclassification, consolidation or merger. Notwithstanding anything
         herein to the contrary, the Corporation will not effect any such
         reorganization, reclassification, merger or consolidation unless prior
         to the consummation thereof, the corporation or other entity which may
         be required to deliver any stock, securities or other assets upon the
         conversion of the Series A Preferred Stock shall agree by an instrument
         in writing to deliver such stock, cash, securities or other assets to
         the holders of the Series A Preferred Stock. A sale, transfer or lease
         of all or substantially all of the assets of the Corporation to another
         person shall be deemed a reorganization, reclassification,
         consolidation or merger for the foregoing purposes.

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                       (e) No Impairment. The Corporation will not, by amendment
         of its Certificate of Incorporation or through any reorganization,
         recapitalization, 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 Section 5 hereof 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 the Series A Preferred Stock against
         impairment.

                       (f) No Fractional Shares. No fractional shares shall be
         issued upon conversion of the Series A Preferred Stock. If more than
         one share of the Series A Preferred Stock is to be converted at one
         time by the same stockholder, the number of full shares issuable upon
         such conversion shall be computed on the basis of the aggregate amount
         of the shares to be converted. Instead of any fractional shares of
         Common Stock which would otherwise be issuable upon conversion of any
         shares of Series A Preferred Stock, the Corporation will pay a cash
         adjustment in respect of such fractional interest in an amount equal to
         the same fraction of the Conversion Price per share of Common Stock at
         the close of business on the day of conversion which such fractional
         share of Series A Preferred Stock would be convertible into on such
         date.

                       (g) Shares to be Reserved. The Corporation shall at all
         times reserve and keep available, out of its authorized and unissued
         stock, solely for the purpose of effecting the conversion of the Series
         A Preferred Stock, such number of shares of Common Stock as shall from
         time to time be sufficient to effect the conversion of all of the
         Series A Preferred Stock from time to time outstanding. The Corporation
         shall from time to time, in accordance with the laws of the State of
         Florida, increase the authorized number of shares of Common Stock if at
         any time the number of shares of authorized but unissued Common Stock
         shall be insufficient to permit the conversion in full of the Series A
         Preferred Stock.

                       (h) Taxes and Charges. - The Corporation will pay any and
         all issue or other taxes that may be payable in respect of any issuance
         or delivery of shares of Common Stock on conversion of the Series A
         Preferred Stock. The Corporation shall not, however, be required to pay
         any tax which may be payable in respect of any transfer involved in the
         issuance or delivery of Common Stock in a name other than that of the
         Series A Preferred Stock, and no such issuance or delivery shall be
         made unless and until the Person requesting such issuance has paid to
         the Corporation the amount of such tax or has established, to the
         satisfaction of the Corporation, that such tax has been paid.

                       (i) Accrued Dividends. Upon conversion of any shares of
         Series A Preferred Stock, the holder thereof shall be entitled to
         receive any accrued but unpaid dividends in respect of the shares of
         Series A Preferred Stock so converted up to the effective date of such
         conversion.

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                       (j) Closing of Books. The Corporation will at no time
         close its transfer books against the transfer of any shares of Series A
         Preferred Stock or of any shares of Common Stock issued or issuable
         upon the conversion of any shares of Series A Preferred Stock in any
         manner which interferes with the timely conversion of such shares of
         Series A Preferred Stock.

                  6. Optional Redemption by Corporation.

                       (a) In General. Subject to the provisions of this Section
         6, the Corporation shall have the right and option at any time and from
         time to time to purchase and redeem all or any portion of the Shares
         then outstanding at a price per Share equal to the sum of the
         Liquidation Value of the Shares to be redeemed plus all accrued but
         unpaid dividends thereon through the date of redemption (the
         "Redemption Price").

                       (b) Procedure.

                           (i) The Corporation's right to redeem the Series A
         Preferred Stock pursuant to Section 6(a) shall be conditioned upon the
         Corporation giving notice (a "Call Notice"), by first class mail,
         postage prepaid, of the exercise of such to all the holders of the
         Series A Preferred Stock not less than thirty (30) days prior to the
         effective date of redemption set forth in such notice (the "Call
         Date"). Each Call Notice shall state: (i) the Call Date, (ii) the total
         number of Shares to be redeemed by the Corporation pursuant to Section
         6(a), (iii) the number of Shares of the holder to be redeemed; (iv) the
         Redemption Price, (v) the place or places where certificates for such
         shares are to be surrendered for payment of the Redemption Price, and
         (vi) that payment in cash will be made by the Corporation upon
         presentation and surrender of such Series A Preferred Stock.

                           (ii) Upon the holder's surrender of the
         certificate(s) representing any Shares being redeemed in accordance
         with the Call Notice (properly endorsed or assigned for transfer, if
         the Board of Directors shall so require and the Call Notice shall so
         state), such - Shares shall be purchased by the Corporation and the
         Corporation shall pay the applicable Redemption Price to the holder on
         the Call Date. Upon such payment, dividends on the shares of the Series
         A Preferred Stock identified in the Call Notice shall cease to accrue
         and such Shares shall be deemed no longer outstanding.

                           (iii) Notwithstanding the foregoing, if a Call Notice
         has been given pursuant to this Section 6 and any holder of Shares
         shall, prior to the close of business on the twentieth (20th) day after
         receipt of such Call Notice, give written notice to the Corporation
         pursuant to Section 5(b) hereof of the conversion of any or all of the
         Shares held by such holder (accompanied by a certificate or
         certificates for such shares, duly endorsed or assigned to the
         Corporation), then (i) the conversion of such shares to be purchased
         shall become effective as provided in Section 5 hereof and (ii) the
         Corporation's right to redeem such Shares under this Section shall
         terminate.

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                       (c) Pro Rata Redemption. If the Corporation shall elect
         at any time to redeem less than all of the issued and outstanding
         Shares, the Corporation shall redeem from each holder the same
         proportion of such holder's Shares as the total number of Shares
         subject to redemption bears to the total number of all Shares then
         issued and outstanding.

              7. Redemption On Fundamental Change.

                       (a) Option of Holder. In the event of any Fundamental
         Change, each holder of Series A Preferred Stock shall have the right
         and option to require the Corporation to purchase and redeem at the
         Redemption Price any or all of such holder's Series A Preferred Stock
         on such date (the "Optional Redemption Date") as the Corporation may
         designate for the purpose, provided the Optional Redemption Date shall
         be not less than ten (10) days or more than twenty (20) days following
         the Final Surrender Date. Any provision of the Articles of
         Incorporation of the Corporation notwithstanding, the Corporation shall
         have no right or power to consummate any Fundamental Change unless
         proper and adequate provision has been made to satisfy its obligations
         under this Section 7(a).

                  (b) Procedure.

                           (i) Not less than thirty (30) days following the
         occurrence of a Fundamental Change, the Corporation shall mail to all
         holders of record of the Series A Preferred Stock a notice in the
         manner and containing substantially the information set out in Section
         6(c) except that, for purposes of this Section 7(b)(i), such notice
         shall also describe the occurrence and terms of such Fundamental Change
         and notify the holder of the holder's optional redemption rights rising
         under this Section 7 as a result thereof.

                           (ii) A holder of Series A Preferred Stock shall
         exercise its option under Section 7(a), if at all, by surrendering, not
         later than the date which thirty (30) days following Corporation's
         notice under Section 7(b)(i) (the "Final Surrender Date"), the
         certificates representing the shares of Series A Preferred Stock with
         respect to which such option is being exercised (properly endorsed or
         assigned for transfer, if the Board of Directors shall so require and
         the Corporation's notice shall so state), together with a written
         notice of such holder's election to have the Corporation repurchase
         such Shares pursuant to this Section 7.

                           (iii) Subject to the holder's due compliance with the
         provisions of Section 7(b)(ii), the surrendered Shares shall be
         purchased by the Corporation and the Corporation shall pay the
         applicable Redemption Price to the holder on the Optional Redemption
         Date. Upon and subject to such payment, dividends on such Shares shall
         cease to accrue and such Shares shall be deemed no longer outstanding.

              8. Manner of Payment. Payments and distributions required or
         permitted hereunder in respect of Shares shall be paid solely in cash.


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                  9. Shares to be Retired. Any share of Series A Preferred Stock
         converted to Common Stock pursuant to Section 5 or redeemed by the
         Corporation pursuant to the provisions of Section 6 or Section 7 shall
         be retired and cancelled and shall upon cancellation be restored to the
         status of authorized but unissued shares of preferred stock, subject to
         reissuance by the Board of Directors as shares of preferred stock of
         one or more other series but not as shares of Series A Preferred Stock.

                   10. Definitions. As used herein, the following terms not
         elsewhere defined in the text shall have the respective meanings set
         forth below:

                       "Business Day" means any day that is not a Saturday, a
         Sunday or any day on which banks in the State of Florida are authorized
         or obligated to close.

                       "Common Stock" means the common stock of the Corporation,
         par value $.001 per share.

                       "Fundamental Change" means any of the following:

                           (i) the sale (or the functional equivalent of a sale)
         of all or substantially all of the assets of the Corporation;

                           (ii) any consolidation of the Corporation with or
         merger of the Corporation into any other entity, any merger of another
         entity into the Corporation, or any other business combination
         involving the Corporation which results in the holders of the
         Corporation's stock immediately prior to giving effect to such
         transaction owning shares of capital stock of the surviving corporation
         in such transaction representing (x) fifty percent (50%) or less of the
         total voting power of all shares of capital stock of such surviving
         corporation entitled to vote generally in the election of directors or
         (y) fifty percent (50%) or less of the total value of all capital stock
         of such surviving corporation; or

                           (iii) the commencement by the Corporation of a
         voluntary case under the Federal bankruptcy laws or any other
         applicable Federal or state bankruptcy, insolvency or similar law, the
         consent by the Corporation to the entry of an order for relief in an
         involuntary case under such law or to the appointment of a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or other
         similar official) of the Corporation or of any substantial part of its
         property; or any assignment by the Corporation for the benefit of its
         creditors; any admission by the Corporation in writing of its inability
         to pay its debts generally as they become due.

                       "Issue Date" means, as to any share of Series A Preferred
         Stock, the date of original issuance thereof by the Corporation.



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                       "Junior Security" means the Common Stock and any other
         class of capital stock or series of preferred stock of the Corporation
         which does not expressly provide that it ranks senior to or pari passe
         with the Series A Preferred Stock as to dividends, other distributions,
         liquidation preference or otherwise.

                       "Market Price," as to the Common Stock, means the average
         of the closing prices of sales of shares of Common Stock (i) on any
         principal United States securities exchange or the Nasdaq Stock Market
         (whichever may apply) at any time the Common Stock is so listed or (ii)
         otherwise in over-the-counter trading, in each such case averaged for a
         period of thirty (30) consecutive Business Days prior to the date as of
         which the Market Price is being determine. If at any time such security
         is not listed on any exchange or the Nasdaq Stock Market or otherwise
         traded over-the-counter, the Market Price shall be deemed to be the
         fair value thereof determined by an investment banking firm of
         nationally recognized standing selected by the Board of Directors of
         the Corporation and acceptable to holders of a majority of the Series A
         Preferred Stock, as of the most recent practicable date when the
         determination is to be made, taking into account the value of the
         Corporation as a going concern, and without taking into account any
         lack of liquidity of such security or any discount for a minority
         interest.

<PAGE>

         (D)      DESIGNATION OF SERIES B PREFERRED STOCK.

                  1. DESIGNATION. One million (1,000,000) shares of preferred
stock, par value $0.001 per share, of the Corporation are hereby constituted as
a series of the preferred stock of the Corporation and designated as "Series B
Preferred Stock".

                  2. DIVIDEND RIGHTS. Dividends shall be declared and set aside
for any shares of the Series" B" Preferred Stock in the same manner as the
Common Stock.

                  3. PREFERENCE ON LIQUIDATION. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Series "B"
Preferred Stock shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders in the same manner
as, and without preference over, the holders of Common Stock.

                  4. VOTING RIGHTS. Each holder of Series "B" Preferred Stock
shall be entitled to vote on all matters for which the shareholders of the
Corporation have the right to vote and shall be entitled to one hundred (100)
votes per share. The holders of shares of Series "B" Preferred Stock and the
holders of the Common Stock shall vote together as a single class on all matters
for which the shareholders of the Corporation shall be entitled to vote.

                  5. OPTIONAL REDEMPTION BY CORPORATION. The Corporation shall
have the right and option at any time and from time to time to purchase and
redeem all of the Series "B" Preferred Stock, in its absolute discretion, in
exchange for the issuance of one million (1,000,000) shares of Common Stock. The
Corporation's right to redeem the Series B Preferred Stock shall be conditioned
upon the Corporation giving notice ("Call Notice") by first class mail, postage
prepaid, of the exercise of such to all of the holders of the Series B Preferred
Stock not less than five (5) days prior to the effective date of the redemption
set forth in such Call Notice. The Call Notice shall state: (i) the Call Date;
(ii) the total number of shares of Series B Preferred Stock to be redeemed by
the Corporation; (iii) the place where certificates for such shares are to be
surrendered for payment.

                  6. CONVERSION RIGHTS. The holders of the Series B Preferred
Stock shall not have the right to convert such Shares into Common Stock of the
Corporation.