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                                                                 EXHIBIT 3(I).1

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                          SI DIAMOND TECHNOLOGY, INC.

         Pursuant to the provisions of Article 4.07 (B) of the Texas Business
Corporation Act (the "TBCA"), SI Diamond Technology, Inc. (the "Corporation")
adopts the following Restated Articles of Incorporation (the "Restated
Articles"). The Restated Articles accurately copy the Amended and Restated
Articles of Incorporation of the Corporation currently in effect, and all
amendments thereto that are in effect to date, and contain no change in any
provision thereof.

                                  ARTICLE ONE

         The name of the corporation is SI Diamond Technology, Inc.

                                  ARTICLE TWO

         The period of its duration is perpetual.

                                 ARTICLE THREE

         The objects and purposes for which the Corporation is organized, the
nature of the business to be conducted by the Corporation, and the powers which
may be exercised by the Corporation are stated and declared to be as follows:

(a)      To enter into and engage in any business activities that lawfully may
         be conducted by a Corporation organized and existing under the Texas
         Business Corporation Act (the "TBCA") either directly, or through
         affiliated or subsidiary companies which may be formed under the laws
         of any State or foreign nation where the conduct of such activities is
         lawful;

(b)      To enter into and engage in business activities either for its own
         account, or for the account of others, as agent, and either as agent
         or principal, to enter upon or engage in any kind of business of any
         nature whatsoever, in which corporations organized under the TBCA may
         engage; and to the extent not prohibited thereby to enter upon and
         engage in any kind of business of any nature whatsoever in any other
         state of the United States of America, any foreign nation, and any
         territory of any country to the extent permitted by the laws of such
         other state, nation or territory;

(c)      To acquire, organize and create subsidiary and affiliated companies
         under the laws of any state or foreign nation;


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(d)      To engage in any other lawful act or activity for which a Corporation
         may be organized under the TBCA; and

(e)      Nothing in this Article shall be construed as authorizing the
         Corporation to transact any business in the State of Texas prohibited
         by any law of the State of Texas, or to engage in any activity in the
         State of Texas which lawfully cannot be engaged in without first
         obtaining a license under the laws of the State of Texas and such
         license cannot be granted to a corporation, or to transact any of the
         business referred to in Section (B)(3)(a) or Section (B)(4) of Article
         2.01 of the TBCA.

                                  ARTICLE FOUR

         The Corporation is hereby authorized to issue a total of 122,000,000
shares of capital stock which shall be subdivided into classes as follows:

                           DIVISION A - COMMON STOCK

One Hundred Twenty Million (120,000,000) shares of the Corporation's capital
stock shall be denominated as Common Stock, have a par value of $0.001 per
share, and have the rights, powers and preferences set forth in this paragraph.

(i)      The holders of Common Stock shall share ratably, with all other
         classes of common equity, in any dividends that may, from time to
         time, be declared by the Board of Directors;

(ii)     No dividends may be paid with respect to the Corporation's Common
         Stock, however, until dividend distributions to the holders of
         Preferred Stock, if any, have been paid in accordance with the
         certificate or certificates of designation relating to such Preferred
         Stock;

(iii)    The holders of Common Stock shall share ratably, with all other
         classes of common equity, in any assets of the Corporation that are
         available for distribution to the holders of common equity securities
         of the Corporation upon the dissolution or liquidation of the
         Corporation;

(iv)     The holders of Common Stock shall be entitled to cast one vote per
         share on all matters that are submitted for a vote of the
         shareholders;

(v)      There are no redemption or sinking fund provisions that are applicable
         to the Common Stock of the Corporation; and

(vi)     Subject only to the requirements of the TBCA and the foregoing
         limitations, the Board of Directors is expressly authorized to issue
         shares of Common Stock without stockholder approval, at any time and
         from time to time, to such persons and for such consideration as the
         Board of Directors shall deem appropriate under the circumstances.


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                          DIVISION B - PREFERRED STOCK

Two Million (2,000,000) shares of the Corporation's authorized capital stock
shall be denominated as Preferred Stock, par value of $1.00 per share. Shares
of Preferred Stock may be issued from time to time in one or more series as the
Board of Directors, by resolution or resolutions, may from time to time
determine, each of said series to be distinctively designated. The voting
powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations or restrictions thereof, if any, of
each such series of Preferred Stock may differ from those of any and all other
series of Preferred Stock at any time outstanding, and the Board of Directors
is hereby expressly granted authority to fix or alter, by resolution or
resolutions, the designation, number, voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, of each such series of Preferred Stock,
including, but without limiting the generality of the foregoing, the following:

(i)      The distinctive designation of, and the number of shares of Preferred
         Stock that shall constitute, each series of Preferred Stock, which
         number (except as otherwise provided by the Board of Directors in the
         resolution establishing such series) may be increased or decreased
         (but not below the number of shares of such series then outstanding)
         from time to time by the Board of Directors without prior approval of
         the holders of such series;

(ii)     The rights in respect of dividends, if any, of such series of
         Preferred Stock, the extent of the preference or relation, if any, of
         such dividends to the dividends payable on any other class or classes
         or any other series of the same or other class or classes of capital
         stock of the Corporation, and whether such dividends shall be
         cumulative or noncumulative;

(iii)    The right, if any, of the holders of such series of Preferred Stock to
         convert the same into, or exchange the same for, shares of any other
         class or classes or of any other series of the same or any other class
         or classes of capital stock of the Corporation and the terms and
         conditions of such conversion or exchange, including, without
         limitation, whether or not the number of shares of such other class or
         series into which shares of such series may be converted or exchanged
         shall be adjusted in the event of any stock split, stock dividend,
         subdivision, combination, reclassification or other transaction or
         series of transactions affecting the class or series into which such
         series of Preferred Stock may be converted or exchanged;

(iv)     Whether or not shares of such series of Preferred Stock shall be
         subject to redemption, and the redemption price or prices and the time
         or times at which, and the terms and conditions on which, shares of
         such series of Preferred Stock may be redeemed;

(v)      The rights, if any, of the holder of such series of Preferred Stock
         upon the voluntary or involuntary liquidation, dissolution or winding
         up of the Corporation or in the event of any merger or consolidation
         of or sale of assets by the Corporation;


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(vi)     The terms of any sinking fund or redemption or repurchase amount, if
         any, to be provided for shares of such series of Preferred Stock;

(vii)    The voting owners, if any, of the holders of any series of Preferred
         Stock generally or with respect to any particular matter, which may be
         less than, equal to or greater than one vote per share, and which may,
         without limiting the generality of the foregoing, include the right,
         voting as a series by itself or together with the holders of any other
         series of Preferred Stock or all series of Preferred Stock as a class,
         to elect one or more Directors of the Corporation (which, without
         limiting the generality of the foregoing, may include a specified
         number or portion of the then-existing number of authorized
         Directorships of the Corporation, or a specified number or portion of
         Directorships in addition to the then existing number of authorized
         Directorships of the Corporation), generally or under such specific
         circumstances and on such conditions, as shall be provided in the
         resolution or resolutions of the Board of Directors adopted pursuant
         hereto; and

(viii)   Such other powers, preferences and relative, participating, optional
         and other special rights, and the qualifications, limitations and
         restrictions thereof, as the Board of Directors shall determine.

Notwithstanding the foregoing, and with the sole exception of shares issued
pursuant to the duly adopted stock option plans of the Corporation, no shares
of Preferred Stock shall be issued or sold to any officer or director of the
Corporation, or any shareholder who directly or indirectly owns more than 5 %
of the issued and outstanding voting stock of the Corporation, or any affiliate
of such person, without the affirmative vote of a majority in interest of the
disinterested shareholders of the Corporation. Upon the creation of any new
class or series of Preferred Stock of the Corporation, the Board of Directors
shall prepare and file with the records of the Corporation a certificate
setting forth the rights and preferences of such class or series of Preferred
Stock, which certificate shall be deemed an amendment to these Restated
Articles and shall not require the consent of any shareholder.

                     DIVISION C - SERIES OF PREFERRED STOCK

                            SERIES G PREFERRED STOCK

         The designations, preferences, limitations and relative rights of the
three thousand (3,000) authorized shares of Series G Preferred Stock of the
Corporation, are as follows:

                  A. Par Value, Stated Value, Accretion Rate, Purchase Price
and Certificates.

                           1.       Each share of Series G Preferred Stock
shall have a par value of $1.00, and a stated value (face amount) of One
Thousand Dollars ($1,000) (the "Stated Value"), with an accretion rate of ten
percent (10%) per annum on the Stated Value as set forth herein.


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                           2.       The Series G Preferred Stock shall be
offered at a purchase price of One Thousand Dollars ($1,000) per share.

                           3.       Certificates representing the shares of
Series G Preferred Stock purchased shall be issued by the Corporation to the
purchasers immediately upon acceptance of the subscriptions to purchase such
shares.

                  B.       Dividends.

                           The Series G Preferred Stock will bear no dividends,
and the holders of the Series G Preferred Stock shall not be entitled to the
receipt of dividends on the Series G Preferred Stock.

                  C.       Liquidation Preference.

                           1.       In the event of any liquidation,
dissolution or winding-up of the Corporation, either voluntary or involuntary
(a "Liquidation"), the holders of shares of the Series G Preferred Stock then
issued and outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its shareholders, whether from
capital, surplus or earnings, before any payment shall be made to the holders
of shares of the Common Stock an amount per share equal to the sum of (i) the
Stated Value and (ii) an amount equal to ten percent (10%) of the Stated Value
multiplied by the fraction N/365, where N equals the number of days elapsed
since the issue date of the Series G Preferred Stock. If, upon any Liquidation
of the Corporation, the assets of the Corporation available for distribution to
its shareholders shall be insufficient to pay the holders of shares of the
Series G Preferred Stock and the holders of any other series of Preferred Stock
with a liquidation preference equal to the liquidation preference of the Series
G Preferred Stock the full amounts to which they shall respectively be
entitled, the holders of shares of the Series G Preferred Stock and the holders
of any other series of Preferred Stock with liquidation preference equal to the
liquidation preference of the Series G Preferred Stock shall receive all of the
assets of the Corporation available for distribution and each such holder of
shares of the Series G Preferred Stock and the holders of any other series of
Preferred Stock with a liquidation preference equal to the liquidation
preference of the Series G Preferred Stock shall share ratably in any
distribution in accordance with the amounts due such shareholders. After
payment shall have been made to the holders of shares of the Series G Preferred
Stock of the full amount to which they shall be entitled, as aforesaid, the
holders of shares of the Series G Preferred Stock shall be entitled to no
further distributions thereon and the holders of shares of the Common Stock and
of shares of any other series of stock of the Corporation shall be entitled to
share, according to their respective rights and preferences, in all remaining
assets of the Corporation available for distribution to its shareholders.

                           2.       A merger or consolidation of the
Corporation with or into any other corporation, or a sale, lease, exchange, or
transfer of all or any part of the assets of the Corporation


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which shall not in fact result in the Liquidation (in whole or in part) of the
Corporation and the distribution of its assets to its shareholders shall not be
deemed to be a voluntary or involuntary Liquidation (in whole or in part) of
the Corporation.


                  D.       Conversion of Series G Preferred Stock.

The holders of Series G Preferred Stock shall have the following conversion
rights:

                           1.       Right to Convert. Each share of Series G
Preferred Stock shall be convertible, on the Conversion Dates and at the
Conversion Prices set forth below, into fully paid and nonassessable shares of
Common Stock (sometimes referred to herein as "Conversion Shares").

                           2.       Mechanics of Conversion. Each holder of
Series G Preferred Stock who desires to convert the same into shares of Common
Stock shall provide notice ("Conversion Notice") via telecopy (facsimile) on a
business day, during business hours in Austin, Texas, to the Corporation, and a
facsimile of the Conversion Notice shall be transmitted to the Corporation's
Transfer Agent at the same time as transmission is made to the Corporation. On
the same day the original Conversion Notice shall be delivered to the
Corporation the certificate or certificates representing the Series G Preferred
Stock for which conversion is elected, shall be delivered to the Transfer Agent
by international courier, duly endorsed. The later of the date upon which the
Corporation receives the original Conversion Notice or the date the Transfer
Agent receives the Certificates representing the Series G Preferred Stock for
which conversion is elected, shall be a "Notice Date."

                  Upon receipt by the Corporation of a Conversion Notice, as
provided above, the Corporation shall immediately send to the holder, via
telecopy (facsimile), a confirmation of receipt of the Conversion Notice which
shall specify that the Conversion Notice has been received and the name and
telephone number of a contact person at the Corporation whom the holder should
contact regarding information related to the conversion. The Corporation shall
use all reasonable efforts to issue and deliver within three (3) business days
after the Notice Date, to such holder of Series G Preferred Stock at the
address of the holder on the stock books of the Corporation, a certificate or
certificates for the number of shares of Common Stock to which the holder shall
be entitled as aforesaid; provided that the original shares of Series G
Preferred Stock to be converted are received by the transfer agent or the
Corporation within three (3) business days after the receipt of the original
Conversion Notice 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 the Notice Date.
If the original certificate(s) representing the shares of Series G Preferred
Stock to be converted are not received by the transfer agent or the Corporation
within three (3) business days after the receipt of the original Conversion
Notice, the Conversion Notice shall become null and void.


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                           3.       Lost or Stolen Certificates. Upon receipt
by the Corporation of evidence reasonably satisfactory to it of the loss,
destruction, theft or mutilation of any Series G Preferred Stock certificates
(the "Certificates") and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Corporation, and upon
surrender and cancellation of the Certificates, if mutilated, the Corporation
shall execute and deliver new Series G Preferred Stock Certificates of like
tenor and date. However, the Corporation shall not be obligated to re-issue
such lost or stolen Series G Preferred Stock Certificates if the holder thereof
contemporaneously requests the Corporation to convert such Series G Preferred
Stock into Common Stock, in which event the Corporation shall be entitled to
rely on an affidavit of loss, destruction or theft of the Series G Preferred
Stock Certificate (and the receipt of indemnity or security reasonably
satisfactory to the Corporation) or, in the case of mutilation, tender of the
mutilated certificate, and shall issue the Conversion Shares.

                           4.       Conversion Dates. The shares of Series G
Preferred Stock shall become convertible into shares of Common Stock at any
time commencing after the earlier of (i) the effective date of a registration
statement covering the Conversion Shares; or (ii) thirty (30) days after the
date of issuance of the shares of Preferred Stock. The date on which a
Conversion Notice is transmitted by facsimile to the Corporation shall be
referred to as a "Conversion Date".

                           5.       Conversion Formula/Conversion Price. Each
share of Series G Preferred Stock shall be convertible into the number of
shares of Common Stock in accordance with the following formula (the
"Conversion Formula"):

                     [(.10) x (N/365) x ($1,000)] + $1,000
                     -------------------------------------
                                Conversion Price

where,

                  N =      the number of days between (i) the issue date of
                           the Series G Preferred Stock being converted , and
                           (ii) the Notice Date; and

                  Conversion  Price =       $1.00

                           6.       Automatic Conversion. Each share of Series
G Preferred Stock outstanding on June 10, 2002 automatically shall be converted
into Common Stock on such date in accordance with the Conversion Formula and
the Conversion Price then in effect, and June 10, 2002 shall be deemed to be
the Notice Date and Conversion Date with respect to such conversion.

                           7.       No Fractional Shares. If any conversion of
the Series G Preferred Stock would create a fractional share of Common Stock or
a right to acquire a fractional share of Common Stock, no fractional shares
shall be issued and an equivalent of the fractional share shall


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be paid in cash.

                           8.       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 the Series G Preferred Stock, such
number of its shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all then outstanding shares of the Series G
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 the Series G Preferred Stock, the Corporation will
take such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

                           9.       Adjustment to Conversion Price.

                                    (a)      If, prior to the conversion of all
shares of Series G Preferred Stock, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, or other similar event,
the Conversion Price shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Conversion Price shall
be proportionately increased.

                                    (b)      If, prior to the conversion of all
shares of Series G Preferred Stock, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event,
as a result of which shares of Common Stock of the Corporation shall be changed
into the same or a different number of shares of the same or another class or
classes of stock or securities of the Corporation or another entity, then the
holders of Series G Preferred Stock shall thereafter have the right to purchase
and receive upon conversion of shares of Series G Preferred Stock, upon the
basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore issuable upon conversion, such
shares of stock and/or securities as may be issued or payable with respect to
or in exchange for the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the conversion of shares of Series G Preferred
Stock held by such holders had such merger, consolidation, exchange of shares,
recapitalization or reorganization not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests
of the holders of the Series G Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series G Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof. The Corporation shall not effect any
transaction described in this subsection unless the resulting successor or
acquiring entity (if not the Corporation) assumes by written instrument the
obligation to deliver to the holders of the Series G Preferred Stock such
shares of stock and/or securities as, in accordance with the foregoing
provisions, the holders of the Series G


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Preferred Stock may be entitled to purchase.

                                    (c)      If any adjustment under this
subsection would create a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, no fractional shares shall be
issued upon conversion and an equivalent of the fractional share shall be paid
in cash.

                  E.       Voting. Except as otherwise provided by the TBCA,
the holders of the Series G Preferred Stock shall be entitled to a number of
votes equal to the number of shares of Common Stock into which their respective
shares of Series G Preferred Stock are then convertible using the record date
for the taking of such vote of shareholders as the date as of which the
Conversion Price is calculated. Holders of the Series G Preferred Stock shall
be entitled to notice of all shareholder meetings or written consents with
respect to which they would be entitled to vote, which notice would be provided
pursuant to the Company's by-laws and applicable statutes.

                  F.       Protective Provisions. So long as shares of Series G
Preferred Stock are outstanding, the Corporation shall not, without first
obtaining the approval (by vote or written consent, as provided by law) of the
Holders of at least seventy-five percent (75%) of the then outstanding shares
of Series G Preferred Stock:

                           (a)      alter or change the rights, preferences or
privileges of the Series G Preferred Stock so as to affect adversely the Series
G Preferred Stock;

                           (b)      create any new class or series of stock or
issue any capital stock senior to or having a preference over or parity with
the Series G Preferred Stock with respect to payments upon Liquidation or
increase the number of authorized shares of Series G Preferred Stock or change
the Stated Value thereof; or

                           (c)      do any act or thing not authorized or
contemplated by this Resolution which would result in taxation of the holders
of shares of the Series G Preferred Stock under Section 305 of the Internal
Revenue Code of 1986, as amended (or any comparable provision of the Internal
Revenue Code as hereafter from time to time amended).

                  G.       Status of Converted Stock. In the event any shares
of Series G Preferred Stock shall be converted as contemplated by this
Statement, the shares so converted shall be canceled, shall return to the
status of authorized but unissued Preferred Stock of no designated class or
series, and shall not be issuable by the Corporation as Series G Preferred
Stock.

                  H.       Taxes. All shares of Common Stock issued upon
conversion of Series G Preferred Stock will be validly issued, fully paid and
nonassessable. The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Series G Preferred Stock
pursuant hereto. The Corporation shall not, however, be required to pay any tax
which may be


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payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that in which the Series G Preferred Stock
so converted were registered, and no such issue or delivery shall be made
unless and until the person requesting such transfer has paid to the
Corporation the amount of any such tax or has established to the satisfaction
of the Corporation that such tax has been paid or that no such tax is payable.


                 SERIES H JUNIOR PARTICIPATING PREFERRED STOCK

         The designations, preferences, limitations and relative rights of the
Series H Junior Participating Preferred Stock of the Corporation are as
follows:

         1.       Designation and Amount. There shall be a series of shares of
preferred stock that shall be designated as "Series H Junior Participating
Preferred Stock," and the number of shares constituting such series shall be
Six Hundred Thousand (600,000).

         2.       Dividends and Distributions.

         (A)      Subject to the prior and superior rights of the holders of
any shares of any series of shares of preferred stock ranking prior and
superior to the Series H Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series H Junior Participating Preferred
Stock, in preference to the holders of shares of any class or series of shares
of the Corporation ranking prior to the Series H Junior Participating Preferred
Stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the 15th day of January, April, July and October in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series H Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $1.00 or (b) subject to the provision for adjustment
hereinafter set forth, the Adjustment Number (as defined below) times the
aggregate per share amount of all cash dividends, and the Adjustment Number
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
common stock or a subdivision of the outstanding shares of common stock (by
reclassification or otherwise), declared on the shares of common stock of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series H
Junior Participating Preferred Stock. The "Adjustment Number" shall initially
be 100. In the event the Corporation shall at any time after June 18, 1998 (the
"Rights Declaration Date") (i) declare any dividend on Common Stock payable in
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a


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fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

         (B)      The Corporation shall declare a dividend or distribution on
the Series H Junior Participating Preferred Stock as provided in paragraph (A)
above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on
the Series H Junior Participating Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.

         (C)      Dividends shall begin to accrue and be cumulative on
outstanding Series H Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such Series H Junior
Participating Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of Series H
Junior Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the Series H Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share by share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date
for the determination of holders of Series H Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date
fixed for the payment thereof.

         3.       Voting Rights. The holders of Series H Junior Participating
Preferred Stock shall have the following voting rights:

         (A)      Each share of Series H Junior Participating Preferred Stock
shall entitle the holder thereof to a number of votes equal to the Adjustment
Number on all matters submitted to a vote of the shareholders of the
Corporation.

         (B)      Except as otherwise provided herein or by law, the holders of
Series H Junior Participating Preferred Stock and the holders of the Common
Stock shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

         (C)      (i) If at any time dividends on any Series H Junior
Participating Preferred Stock shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of


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such contingency shall mark the beginning of a period (herein called a "default
period") which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series H Junior Participating
Preferred Stock then outstanding shall have been declared and paid or set apart
for payment. During each default period, all holders of Preferred Stock
(including holders of the Series H Junior Participating Preferred Stock) with
dividends in arrears in an amount equal to six (6) quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right to elect two
(2) Directors.

                  (ii)     During any default period, such voting right of the
holders of Series H Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that such voting right shall not be
exercised unless the holders of ten percent (10%) in number of shares of
Preferred Stock outstanding shall be present in person or by proxy. The absence
of a quorum of the holders of Common Stock shall not affect the exercise by the
holders of Preferred Stock of such voting right. At any meeting at which the
holders of Preferred Stock shall exercise such voting right initially during an
existing default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of Directors as may then
exist up to two (2) Directors or, if such right is exercised at an annual
meeting, to elect two (2) Directors. If the number which may be so elected at
any special meeting does not amount to the required number, the holders of
Preferred Stock shall have the right to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required
number. After the holders of the Preferred Stock shall have exercised their
right to elect Directors in any default period and during the continuance of
such period, the number of Directors in any default period and during the
continuance of such period, the number of Directors shall not be increased or
decreased except by vote of the holders of the Preferred Stock as herein
provided or pursuant to the rights of any equity securities ranking senior to
or pari passu with the Preferred Stock.

                  (iii)    Unless the holders of Preferred Stock shall, during
an existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent (10%) of the total number of
shares of Preferred Stock outstanding, irrespective of series, may request, the
calling of special meeting of the holders of Preferred Stock, which meeting
shall thereupon be called by the President, a Vice President or the Secretary
of the Corporation. Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled to vote pursuant to this Paragraph
(C)(iii) shall be given to each holder of record of Preferred Stock by mailing
a copy of such notice to him or her at his or her last address as the same
appears on the books of the Corporation. Such meeting shall be called for a
time not earlier than 10 days and not later than 50 days after such order or
request or in default of the calling of such meeting within 50 days after such
order or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than ten percent
(10%) of the total number of


12
<PAGE>   13
shares of Preferred Stock outstanding. Notwithstanding the provisions of this
Paragraph (C)(iii), no such special meeting shall be called during the period
within 50 days immediately preceding the date fixed for the next annual meeting
of the stockholders.

                  (iv)     In any default period, the holders of Common Stock,
and other classes of stock of the Corporation if applicable, shall continue to
be entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except
as provided in Paragraph (C)(ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders of the
class of stock which elected the Director whose office shall have become
vacant. References in this Paragraph (C) to Directors elected by the holders of
a particular class of stock shall include Directors elected by such Directors
to fill vacancies as provided in clause (y) of the foregoing sentence.

                  (v)      Immediately upon the expiration of a default period,
(x) the right of the holders of Preferred Stock as a class to elect Directors
shall cease, (y) the term of any Directors elected by the holders of Preferred
Stock as a class shall terminate, and (z) the number of Directors shall be such
number as may be provided for in the certificate of incorporation or bylaws
irrespective of any increase made pursuant to the provisions of Paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the certificate of incorporation
or bylaws). Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled by a majority of
the remaining Directors.

         (D)      Except as set forth herein or as provided by law, holders of
Series H Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of the Common Shares as set forth herein) for
taking any corporate action.

         4.       Certain Restrictions.

         (A)      Whenever quarterly dividends or other dividends or
distributions payable on the Series H Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on Series H Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

                  (i)      declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series H Junior Participating Preferred
Stock;


13
<PAGE>   14
                  (ii)     declare or pay dividends on or make any other
distributions on any shares ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series H Junior Participating
Preferred Stock, except dividends paid ratably on the Series H Junior
Participating Preferred Stockand all such parity shares on which dividends are
payable or in arrears in proportion to the total amounts to which the holders
of all such shares are then entitled;

                  (iii)    redeem or purchase or otherwise acquire for
consideration any shares ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series H Junior Participating
Preferred Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire any such parity shares in exchange for any shares of the
Corporation ranking junior (both as to dividends and upon dissolution,
liquidation or winding up) to the Series H Junior Participating Preferred
Stock; or

                  (iv)     purchase or otherwise acquire for consideration any
shares of Series H Junior Participating Preferred Stock, or any shares ranking
on a parity with the Series H Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

         (B)      The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
the Corporation unless the Corporation could, under paragraph (A) of this
Section 4, purchase or otherwise acquire such shares at such time and in such
manner.

         5.       Reacquired Shares. Any Series H Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of preferred stock and may be reissued as part of a new series
of shares of Preferred Stock.

         6.       Liquidation, Dissolution or Winding Up.

         (A)      Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares ranking junior (either as to dividends or upon liquidation or winding
up) to the Series H Junior Participating Preferred Stock, unless, prior
thereto, the holders of Series H Junior Participating Preferred Stock shall
have received $1.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series H Liquidation Preference"). Following the payment of
the full amount of the Series H Liquidation Preference, no additional
distributions shall be made to the holders of Series H Junior Participating
Shares


14
<PAGE>   15
unless, prior thereto, the holders of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series H Liquidation Preference by (ii) the Adjustment Number.
Following the payment of the full amount of the Series H Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series H
Junior Participating Preferred Stock and the Common Stock, respectively,
holders of Series H Junior Participating Preferred Stock and holders of the
Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and the Common Stock, on a per share
basis, respectively.

         (B)      In the event, however, that there are not sufficient assets
to permit payment in full of the Series H Liquidation Preference and the
liquidation preferences of all other series of shares of preferred stock, if
any, that rank on a parity with the Series H Junior Participating Preferred
Stock, then such remaining assets shall be distributed ratably to the holders
of such parity shares in proportion to their respective liquidation
preferences. In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of the Common
Stock.

         7.       Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, or other transaction in which the Common
Stock are exchanged for or changed into other shares or securities, cash and/or
other property, then in any such case, the Series H Junior Participating
Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share equal to the Adjustment Number times the aggregate amount of
shares, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each Common Share is changed or exchanged.

         8.       No Redemption. The Series H Junior Participating Stocks shall
not be redeemable. Notwithstanding the foregoing sentence of this Section, the
Corporation may acquire Series H Junior Participating Preferred Stock in any
other manner permitted by law.

         9.       Ranking. The Series H Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's preferred stock as
to the payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.

         10.      Amendment. At any time that any Series H Junior Participating
Preferred Stock are outstanding, these Restated Articles shall not be amended
in any manner which would materially alter or change the powers, preferences or
special rights of the Series H Junior Participating Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
or more of the outstanding Series H Junior Participating Preferred Stock,
voting separately as a class.

         11.      Fractional Shares. Series H Junior Participating Preferred
Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to


15
<PAGE>   16
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series H Junior
Participating Preferred Stock.


         DIVISION D - PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK

(a)      No holder of any stock of the Corporation shall be entitled as of
         right to purchase or subscribe for any part of any unissued or
         treasury stock of the Corporation, or of any additional stock of any
         class, to be issued by reason of any increase of the authorized
         capital stock of the Corporation, or to be issued from any unissued or
         additionally authorized stock, or of bonds, certificates of
         indebtedness, debentures or other securities convertible into stock of
         the Corporation, but any such unissued or treasury stock, or any such
         additional authorized issue of new stock or securities convertible
         into stock, may be issued and disposed of by the Board of Directors to
         such persons, firms, corporations or associations, and upon such terms
         as the Board of Directors may, in its discretion, determine, without
         offering to the shareholders then of record, or any class of
         shareholders, any thereof, on the same terms or any terms.

                                  ARTICLE FIVE

         The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of not less than $1000.00
consisting of money paid, labor done, or property actually received.

                                  ARTICLE SIX

         The address of the registered office and the name of its registered
agent is as follows:


                  C T Corporation
                  811 Dallas Avenue
                  Houston, Texas 77002


                                 ARTICLE SEVEN

(a)      The business and affairs of the Corporation shall be conducted and
         managed by, or under the direction of, the Board of Directors. Except
         as otherwise provided for or fixed pursuant to the provisions of
         Article 4 of these Restated Articles relating to the rights of the
         holders of any series of Preferred Stock to elect additional
         directors, the total number of directors constituting the entire Board
         of Directors shall be not less than three (3) nor more than nine (9),
         with the then-authorized number of directors being fixed from time to
         time solely by or


16
<PAGE>   17
         pursuant to a resolution passed by the Board of Directors.

(b)      The Board of Directors shall have the power to make, adopt, alter,
         amend and repeal from time to time the By-Laws of this Corporation,
         subject to the right of the shareholders entitled to vote with respect
         thereto to adopt, alter, amend and repeal the By-Laws; provided,
         however, that By-Laws shall not be adopted, altered, amended or
         repealed by the stockholders of the Corporation except by the vote of
         the holders of not less than sixty percent (60%) of the outstanding
         shares of the capital stock of the Corporation entitled to vote
         generally in the election of directors, considered for this purpose as
         one class.

(c)      No director of the Corporation shall be liable to the Corporation or
         its shareholders for monetary damages for an act or omission (or an
         alleged act or omission) in a director's capacity as director, except
         that this Article Seven (c) does not eliminate or limit the liability
         of a director to the extent the director is found liable for:

         (1)      a breach of a director's duty of loyalty to the Corporation
         or its shareholders;

         (2)      an act or omission not in good faith which constitutes a
         breach of duty of the director to the Corporation, or an act or
         omission which involves intentional misconduct or a knowing violation
         of-the law;

         (3)      a transaction from which a director received an improper
         benefit, whether or not the benefit resulted from an action taken
         within the scope of the director's office;

         (4)      an act or omission for which the liability of a director is
         expressly provided for by an applicable statute; or

         (5)      an act related to an unlawful stock repurchase or payment of
         a dividend.

If the Texas Miscellaneous Corporation Laws Act or the TBCA or any other
applicable law is amended or adopted to authorize action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by such law(s), as so amended or adopted. Any repeal or modification
of the foregoing paragraph shall not adversely affect any right of protection
of a director of the Corporation existing at the time of such repeal or
modification.

(d)      The Board of Directors shall be divided into three classes, designated
         as Class I, Class II, and Class III. Each class shall consist, as
         nearly as may be possible, of one-third of the total number of
         directors constituting the entire Board of Directors. Initially, Class
         I directors shall be elected for a one-year term, Class II directors
         for a two year term and Class III directors for a three-year term. At
         the annual meeting of shareholders beginning in 1993, successors to
         the class of directors whose term expires at that annual meeting shall


17
<PAGE>   18
         be elected for a three-year term. If the number of directors is
         changed, any increase or decrease shall be apportioned among the
         classes so as to maintain the number of directors in each class as
         nearly as possible, and any additional director of that class elected
         to fill a vacancy resulting from an increase in such class shall hold
         office for a term that shall coincide with the remaining term of that
         class, but in no case shall a decrease in the number of directors
         shorten the term of any incumbent director. A director shall hold
         office until the annual meeting for the year in which his term expires
         and until his successor shall be elected and shall qualify, subject,
         however, to prior death, resignation, retirement, disqualification or
         removal from office. Any vacancy on the Board of Directors that
         results from an increase in the number of directors may be filled only
         by action of majority of the Board of Directors then in office,
         provided that a quorum is present; any other vacancy occurring in the
         Board of Directors may be filled only by action of a majority of the
         directors then in office, even if less than a quorum, or by a sole
         remaining director. Any director elected to fill a vacancy not
         resulting from an increase in the number of directors shall have the
         same remaining term as that of his predecessor.

(e)      Notwithstanding the foregoing, whenever, pursuant to the provisions of
         Article 4 of these Restated Articles, the holders of any one or more
         series of Preferred Stock shall have the right, voting separately as a
         series or together with holders of other such series, to elect
         directors at an annual or special meeting of shareholders, the
         election, term of office, filling of vacancies and other features of
         such directorships shall be governed by the terms of these Restated
         Articles and such directors so elected shall not be divided into
         classes pursuant to this Article 7 (e) unless expressly provided by
         such terms.

(f)      Directors must be at least 21 years of age and need not be
         shareholders. There shall be no qualifications for directors of the
         Corporation other than as set forth in these Amended and Restated
         Articles.

(g)      The number of directors presently constituting the Board of Directors
         of the Corporation is seven (7), and the names, addresses and class of
         the persons now serving as directors are are as follows:

<TABLE>
<CAPTION>
                  Name                                          Address                            Class

         <S>                                                    <C>                                <C>
         Ronald J. Berman                                       Jupiter, Florida                   III

         Marc W. Eller                                          Fort Worth, Texas                  III

         Nicholas Martin                                        Detroit, Michigan                  II

         Philip C. Shaffer                                      Houston, Texas                     II

         David R. Sincox                                        Houston, Texas                     I
</TABLE>


18
<PAGE>   19
<TABLE>
         <S>                                                    <C>                                <C>
         Dr. Zvi Yaniv                                          Austin, Texas                      I

         Charles C. Bailey                                      Austin, Texas                      I
</TABLE>

                                 ARTICLE EIGHT

[Deleted pursuant to Article 4.07 (B) of the TBCA, as amended.]

                                  ARTICLE NINE

(a)      At an annual meeting of the shareholders, only such business shall be
         conducted as shall have been properly brought before the meeting. To
         be properly brought before an annual meeting, business must be
         otherwise properly brought before the meeting by a shareholder (i)
         specified in the notice of meeting (or any supplement thereto) given
         by or at the direction of the Board of Directors, (ii) otherwise
         properly brought before the meeting by or at the direction of the
         Board of Directors, or (iii) otherwise properly brought before the
         meeting by a shareholder. For business to be properly brought before
         an annual meeting by a shareholder, the shareholder must have given
         timely notice thereof in writing to the Secretary of the Corporation.
         To be timely, a shareholder's notice must be delivered to or mailed
         and received at the principal executive offices of the Corporation not
         less than 60 days nor more than 90 days prior to the meeting;
         provided, however, that in the event that less than 70 days' notice or
         prior to public disclosure of the date of the meeting is given or made
         to shareholders, notice by the shareholder to be timely must be so
         received not later than the close of business on the 10th day
         following the day on which such notice of the date of the annual
         meeting was mailed or such public disclosure was made. A shareholder's
         notice to the Secretary shall set forth as to each matter the
         shareholder proposes to bring before the annual meeting (i) a brief
         description of the business desired to be brought before the annual
         meeting and the reasons for conducting such business at the annual
         meeting, (ii) the name and address, as they appear on the
         Corporation's books, of the shareholder proposing such business, (iii)
         the class and number of shares of the Corporation which are
         beneficially owned by the shareholder, and (iv) any material interest
         of the shareholder in such business. The Chairman of the annual
         meeting shall, if the facts warrant, determine and declare to the
         meeting that business was not properly brought before the meeting in
         accordance with the provisions of this Article 9(a), and if he should
         so determine, he shall so declare to the meeting and any such business
         not properly brought before the meeting shall not be transacted.

(b)      Only persons who are nominated in accordance with the procedures set
         forth in this Article 9(b) shall be eligible for elections as
         Directors. Nominations of persons for election to the Board of
         Directors of the Corporation may be made at a meeting of shareholders
         by or at the direction of the Board of Directors or by any shareholder
         of the Corporation entitled to vote for the election of Directors at
         the meeting who complies with the notice procedures


19
<PAGE>   20
         set forth in this Article 9(b). Such nominations, other than those
         made by or at the direction of the Board of Directors, shall be made
         pursuant to timely notice in writing to the Secretary of the
         Corporation. To be timely, a shareholder's notice shall be delivered
         to or mailed and received at the principal executive offices of the
         Corporation not less than 60 days nor more than 90 days prior to the
         meeting; provided, however, that in the event that less than 70 days'
         notice or prior public disclosure of the date of the meeting is given
         or made to shareholders, notice by the shareholder to be timely must
         be so received not later than the close of business on the 10th day
         following the date on which such notice of the date of the meeting was
         mailed or such public disclosure was made. Such shareholder's notice
         shall set forth (i) as to each person whom the shareholder proposes to
         nominate for election or re-election as a Director, (A) the name, age,
         business address and residence address of such person, (B) the
         principal occupation or employment of such person, (C) the class and
         number of shares of the Corporation which are beneficially owned by
         such person, and (D) any other information relating to such person
         that is required to be disclosed in solicitations of proxies for
         election of Directors, or is otherwise required, in each case pursuant
         to Regulation 14A under the Securities Exchange Act of 1934, as
         amended (including without limitation such person's written consent to
         being named in the proxy statement as a nominee and to serving as a
         Director if elected); and (ii) as to the shareholder giving the
         notice, (1) the name and address, as they appear on the Corporation's
         books, of such shareholder and (2) the class and number of shares of
         the Corporation which are beneficially owned by such shareholder. No
         person shall be eligible for election as a Director of the Corporation
         unless nominated in accordance with the procedures set forth in this
         Article 9(b). The Chairman of the meeting shall, if the facts warrant,
         determine and declare to the meeting that a nomination was not made in
         accordance with the procedures prescribed herein, and if he should so
         determine, he shall so declare to the meeting and the defective
         nomination shall be disregarded.

                                  ARTICLE TEN

         No shareholder of the corporation shall have the right of cumulative
voting at any election of directors or upon any other matter.

                                 ARTICLE ELEVEN

(a)      With respect to any matter for which the affirmative vote of the
         holders of a specified portion of the shares entitled to vote is
         required by the TBCA, including, but not limited to, the amendment of
         these Restated Articles pursuant to Article 4.02 of the TBCA, the
         approval of any action or plan of merger or exchange pursuant to
         Article 5.03 of the TBCA or the disposition of assets requiring
         special authorization of shareholders pursuant to Article 5.10 of the
         TBCA, the approval of those matters shall be the affirmative vote of
         the majority of the shares entitled to vote on those matters, rather
         than the affirmative vote otherwise required by the TBCA.


20
<PAGE>   21
(b)      With respect to any matter for which the affirmative vote of the
         holders of a specified portion of the shares of any class or series is
         required by the TBCA, including, but not limited to, those matters
         identified in paragraph (a) of this Article Eleven, the approval of
         those matters shall be the affirmative vote of the holders of a
         majority of the shares of that class or series, rather than the
         affirmative vote of that class or series otherwise required by the
         TBCA.

(c)      If the TBCA or any other applicable law is amended or adopted with
         respect to a matter requiring the affirmative vote of the holders of a
         specified portion of the shares entitled to vote on that matter, then
         this Article Eleven shall also require a vote of a majority of the
         holders of the shares entitled to vote on that matter, rather than the
         affirmative vote otherwise required.

         IN WITNESS WHEREOF, the undersigned has executed these Restated
Articles as of November___, 1999.

                                     SI DIAMOND TECHNOLOGY, INC.



                                     /s/ Douglas P. Baker
                                     ---------------------------
                                     Douglas P. Baker
                                     Vice President and Chief Financial Officer


21
<PAGE>   22
THE STATE OF TEXAS

COUNTY OF TRAVIS

         BEFORE ME, the undersigned authority, on this day personally appeared
Douglas P. Baker, the Vice President and Chief Financial Officer of SI Diamond
Technology, Inc., known to me to be the person whose name is subscribed to in
the foregoing instrument, and acknowledges to me that he executed the same for
the purposes and consideration therein expressed, as the act and deed of said
corporation and in the capacity therein expresses.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____day of November,
1999

                                    -------------------------------------



                                    Notary Public in and for the State of Texas


22