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                                   EXHIBIT 3.1

                           ARTICLES OF RESTATEMENT OF
                  ARTICLES OF INCORPORATION OF TBM HOLDINGS INC.
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                             ARTICLES OF RESTATEMENT
                                        OF
                            ARTICLES OF INCORPORATION
                                        OF
                                TBM HOLDINGS INC.

      Pursuant to the provisions of the Florida Business Corporation Act, the
undersigned, TBM Holdings Inc. (the "CORPORATION"), for the purpose of amending
and restating the Articles of Incorporation of the Corporation, does hereby
certify as follows:

      1.    The  name of the Corporation is TBM Holdings Inc.

      2.    The text of the Restated Articles of Incorporation of the
Corporation, as further amended hereby (the "RESTATED ARTICLES"), is annexed
hereto as Exhibit A and made a part hereof.

      3.    The Restated Articles contain certain amendments to the
Corporation's existing Articles of Incorporation (the "EXISTING ARTICLES")
requiring shareholder approval.

      4.    The amendments to the Existing Articles included in the Restated
Articles are as follows:  (a) Articles 2, 4 and 5 of the Existing Articles have
been deleted in their entirety, (b) Article 3 of the Existing Articles, as
renumbered Article 2 of the Restated Articles, relating to the capital stock of
the Corporation, has been amended, among other things, to clarify and confirm
the current authorized capitalization of the Corporation, and as so amended,
said Article 2 reads in its entirety as set forth in the Restated Articles; and
(c) Articles 6 through 11 of the Existing Articles, as renumbered Articles 3
through 8, respectively, of the Restated Articles, have been amended to read in
their entirety as set in the applicable renumbered Article of the Restated
Articles.

      5.    The Restated Articles, including the amendments to the Existing
Articles incorporated therein, were adopted on April 4, 2001.

      6.    The number of votes cast by the holders of shares of the
Corporation's Common Stock and 10% Series B Cumulative Convertible Preferred
Stock, voting together as a single voting group, was sufficient for approval of
the Restated Articles, including the amendments to the Existing Articles
incorporated therein.

      Executed on April 4, 2001.
                                            /s/  William A. Schwartz
                                          ------------------------------
                                          Name:  William A. Schwartz
                                          Title: President
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                                                                       EXHIBIT A

                        RESTATED ARTICLES OF INCORPORATION
                                        OF
                                TBM HOLDINGS INC.


      ARTICLE 1.  NAME.  The name of the corporation (the "CORPORATION") is TBM
Holdings Inc.

      ARTICLE 2.  CAPITAL STOCK.

            I.    AUTHORIZED CAPITAL.  The total number of shares of all classes
of stock which the Corporation has authority to issue is 25,000,000, consisting
of 15,000,000 shares of Preferred Stock, $.001 par value per share (the
"PREFERRED STOCK"), and 10,000,000 shares of Common Stock, $.001 par value per
share (the "COMMON STOCK").

            II.   RIGHTS AND PREFERENCES OF CLASSES.  The designation and the
powers, preferences and rights, and the qualifications, limitations or
restrictions of the Preferred Stock and the Common Stock are as follows:

                  A.    PREFERRED STOCK.  The Preferred Stock may be issued from
time to time in one or more classes or series.  Subject to the limitations set
forth in this Restated Certificate of Incorporation and any limitations
prescribed by law, the Board of Directors of the Corporation is expressly
authorized prior to the issuance of any class or series of the Preferred Stock,
to fix and determine the number of shares included in such class or series and
the designation, relative powers, preferences and rights, and the
qualifications, limitations or restrictions of such class or series.  Pursuant
to the foregoing general authority, but not in limitation of the powers
conferred on the Board of Directors thereby and by Florida law, the Board of
Directors is expressly authorized to determine with respect to each class or
series of Preferred Stock the following:

                        1.  the distinctive designation of any class or series
and the number of shares constituting such class or series, which number may be
increased by the Board of Directors (except as may otherwise be provided in
connection with the creation of such class or series), or decreased by the Board
of Directors (but not below the number of shares of such class or series then
outstanding);

                        2.  the rate or amount and times at which, and the
preferences and conditions under which, dividends shall be payable on the shares
of such class or series, including whether such dividends shall be cumulative or
noncumulative;

                        3.  the times, terms and conditions, if any, upon which
shares of such class or series shall be subject to redemption, including the
amount, terms,
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conditions and manner of operation of any purchase, retirement or sinking fund
to be provided for the shares of such class or series;

                        4.  the rights and preferences, if any, of the holders
of such shares of such class or series upon the liquidation, dissolution or
winding up of the affairs of, or upon any distribution of the assets of, the
Corporation;

                        5.  the terms and conditions, if any, upon which the
holders of shares of such class or series may convert such shares into, or to
exchange such shares for, shares of any other class or classes or of any other
series of the same class;

                        6.  the full or limited voting rights, if any, to be
provided for such class or series, in addition to the voting rights provided by
law; and

                        7.  any other relative rights, preferences, optional or
special rights, and the qualifications, restrictions and limitations thereof, of
shares of such class or series.

                  B.    SERIES OF PREFERRED STOCK.  Pursuant to the authority of
Section IIA above, there is hereby established by the Board of Directors two
series of authorized Preferred Stock, par value $.001 per share, designated 10%
Series B Cumulative Convertible Preferred Stock and 10% Series C Cumulative
Redeemable Preferred Stock of the Corporation, and that the designations and
amounts thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations and restrictions thereof, are as follows:

Section 1.

      A. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in Section 2(D); and

      B. The Corporation shall have authority to issue (i) 1,000,000 shares of
10% Series B Cumulative Convertible Preferred Stock, $.001 par value per share
(the "CONVERTIBLE PREFERRED STOCK"), and (ii) 1,000,000 shares of 10% Series C
Cumulative Redeemable Preferred Stock, $.001 par value per share (the
"REDEEMABLE PREFERRED STOCK"), with the aggregate number of authorized shares of
Convertible Preferred Stock and Redeemable Preferred Stock equaling 2,000,000
shares.

Section 2.  The powers, preferences, rights, qualifications, limitations and
restrictions of the Convertible Preferred Stock and the Redeemable Preferred
Stock are as follows

      A. Convertible Preferred Stock.

            1. Ranking.  The Convertible Preferred Stock and the Redeemable
Preferred Stock shall rank on a parity with each other with respect to dividend
rights and


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rights on liquidation, dissolution or winding up, and shall rank senior to all
other equity securities of the Corporation, and any other series or class of the
Corporation's Preferred Stock, Common Stock or other capital stock, now or
hereafter authorized.

            2. Dividends and Distributions.

                  a. Dividends.  The holders of shares of Convertible Preferred
Stock shall be entitled to receive dividends, as, when and if declared by the
Board of Directors, out of funds legally available therefor ("LEGALLY AVAILABLE
FUNDS").

                  b. Accrued Dividends; Record Date.  Dividends payable on the
Convertible Preferred Stock shall begin to accrue and accumulate (whether or not
declared) from the Issue Date of the Convertible Preferred Stock at an annual
rate equal to 10% of the Original Issue Price, calculated on the basis of a
360-day year consisting of twelve 30-day months, and shall accrue and accumulate
on a daily basis and compound on a quarterly basis (to the extent not otherwise
declared and paid as set forth above), in each case whether or not declared.
Dividends shall be paid in the manner provided in Section 2(A)(2)(c).  The Board
of Directors may fix a record date for the determination of holders of shares of
Convertible Preferred Stock entitled to receive payment of any dividends payable
pursuant to Section 2(A)(2)(a), which record date shall not be more than 60 days
nor less than 10 days prior to the applicable dividend payment date.

                  c. Payment.  All dividends on Convertible Preferred Stock
shall be payable in cash when and as declared by a majority of the Disinterested
Members of the Board.  Upon the occurrence of either (a) a consolidation, merger
or other business combination or recapitalization or refinancing of the
Corporation resulting in the holders of the issued and outstanding voting
securities of the Corporation immediately prior to such transaction owning or
controlling less than a majority of the voting securities of the continuing or
surviving entity immediately following such transaction, or (b) a sale, lease,
exchange, transfer or other disposition (including, without limitation, by
merger, consolidation or otherwise) of assets constituting all or substantially
all of the assets of the Corporation and its Subsidiaries, taken as a whole, to
a Person or group of Persons, all unpaid accrued or accumulated dividends on
Convertible Preferred Stock shall be immediately due and payable.

                  d. Dividends Pro Rata.  All dividends paid with respect to
shares of Convertible Preferred Stock shall be paid pro rata to the holders
entitled thereto.  If the Legally Available Funds shall be insufficient for the
payment of the entire amount of cash dividends payable at any dividend payment
date, such funds shall be allocated pro rata for the payment of dividends with
respect to the shares of Convertible Preferred Stock based upon the aggregate
Liquidation Preference of the outstanding shares of Convertible Preferred Stock.


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                  e. Certain Restrictions.

                        (i)   Cash dividends on the Convertible Preferred Stock
may not be declared, paid or set apart for payment if (a) the Corporation is not
solvent or would be rendered insolvent thereby or (b) the terms and provisions
of any law, or any agreement of the Corporation relating to the Corporation's
indebtedness for borrowed money, specifically prohibit such declaration, payment
or setting apart for payment or provide that such declaration, payment or
setting apart for payment would constitute a violation or breach thereof or a
default thereunder.

                        (ii)  The Corporation shall not permit any Subsidiary of
the Corporation, or cause any other Person, to make any distribution with
respect to or purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could make such
distribution or purchase or otherwise acquire such shares at such time and in
such manner.

            3. Voting Rights.  In addition to any voting rights provided by law,
the holders of shares of Convertible Preferred Stock shall have the following
voting rights:

                  a. Except as otherwise required by applicable law, each share
of Convertible Preferred Stock shall entitle the holder thereof to vote, in
person or by proxy, at a special or annual meeting of stockholders called for
the purpose or by written consent, on all matters voted on by holders of Common
Stock voting together as a single class with the holders of the Common Stock and
with holders of all other shares entitled to vote thereon. With respect to any
such vote, each full share of Convertible Preferred Stock shall entitle the
holder thereof to cast that number of votes per share as is equal to the number
of votes that such holder would be entitled to cast assuming that such shares of
Convertible Preferred Stock had been converted, on the record date for
determining the stockholders of the Corporation eligible to vote on any such
matters or, if no such record date is established, at the date such vote is
taken or any written consent of shareholders is solicited, into the maximum
number of shares of Common Stock into which such shares of Convertible Preferred
Stock are then convertible as provided in Section 2(A)(5).

                  b. Notwithstanding any other paragraph or provision hereof,
none of the following actions may be taken, directly or indirectly, by the
Corporation or any of its Subsidiaries, without the approval of the holders of
at least seventy-five percent (75%) of all issued and outstanding shares of
Convertible Preferred Stock and Redeemable Preferred Stock voting together as a
single class, in person or by proxy, at a special or annual meeting called for
the purpose or by written consent:

                        (i)   The consummation of an Organic Transaction (as
defined below);

                        (ii)  The adoption of an amendment, restatement or
modification of the Articles of Incorporation, Bylaws or other governance
documents


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which could adversely affect the rights of the holders of the Convertible
Preferred Stock or Redeemable Preferred Stock;

                        (iii) The declaration or payment of any dividend or
making of any distribution on or with respect to the Common Stock or any other
capital stock (other than  Convertible Preferred Stock and Redeemable Preferred
Stock);

                        (iv)  Except as permitted herein, the purchase,
redemption or retirement, directly or indirectly, of any shares of capital stock
or other equity securities (or any securities convertible or exchangeable into
such securities);

                        (v)   The authorization, creation or issuance of any
shares of capital stock or other securities which could adversely affect, or are
ranked prior to or are pari passu with, Convertible Preferred Stock and
Redeemable Preferred Stock, other than shares of Convertible Preferred Stock and
Redeemable Preferred Stock issued in accordance with paragraph (iii) above;

                        (vi)  The incurrence of Senior Indebtedness of more than
an aggregate outstanding principal amount of $1,000,000; and the incurrence of
any other Indebtedness (other than Senior Indebtedness and other than trade
payables incurred in the ordinary course of business);

                        (vii) The amendment, restatement or modification of the
terms of, or documentation relating to Indebtedness of the Corporation or any
Subsidiary in the aggregate principal amount of greater than $250,000 (other
than trade payables incurred in the ordinary course of business), or consent to
any of the foregoing;

                        (viii) The engagement by the Corporation or any
Subsidiary in any business other than the business in which the Corporation or
its Subsidiaries are currently engaged;

                        (ix) A voluntary dissolution, liquidation or winding up;

                        (x) The entering into any transaction or agreement with,
or making any payment to, any Affiliate of the Corporation or any Subsidiary,
amending or terminating any existing agreement with any Affiliate of the
Corporation or any Subsidiary, purchasing from or providing to an Affiliate of
the Corporation or any Subsidiary, any selling, general management or
administrative services, directly or indirectly making any sales to or purchases
from an Affiliate of the Corporation or any Subsidiary, or increasing the
compensation being paid to an Affiliate of the Corporation or any Subsidiary; or

                        (xi) The sale of any assets or business of the
Corporation or any Subsidiary or the acquisition of any capital stock of another
entity, assets or business having a value in excess of $1,000,000, or $2,500,000
in the aggregate in any 12-month period.


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                        (xii) The settlement of any litigation claim involving a
claim in excess of $250,000;

                        (xiii) The hiring or termination of the Chief Executive
Officer of the Corporation;

                        (xiv) Capital expenditures of the Corporation and its
Subsidiaries in excess of the amount provided in the Annual Budget;

                        (xv)  Approval of an annual budget of the Corporation
and its Subsidiaries.

For the purposes hereof, the term (1) "ORGANIC TRANSACTION" means (x) the sale,
lease, exchange, transfer or other disposition (including, without limitation,
by merger, consolidation or otherwise) of assets constituting all or
substantially all of the assets of the Corporation and its Subsidiaries, taken
as a whole, to a Person or group of Persons, (y) any merger, consolidation or
other business combination or refinancing or recapitalization that results in
the holders of the issued and outstanding voting securities of the Corporation
immediately prior to such transaction beneficially owning or controlling less
than a majority of the voting securities of the continuing or surviving entity
immediately following such transaction and/or (z) any Person or Persons acting
together or which would constitute a "group" for the purposes of Section 13(d)
of the Exchange Act, together or with any Affiliates thereof (other than any of
the holders of the Convertible Preferred Stock and the holders of the Redeemable
Preferred Stock, as of the Issue Date of the first share of Convertible
Preferred Stock issued, and their respective Affiliates), beneficially owning
(as defined in Rule 13d-3 of the Exchange Act) or controlling, directly or
indirectly, at least 50% of the total voting power of all classes of capital
stock entitled to vote generally in the election of Directors of the
Corporation; and (2) "AFFILIATE" shall have the meaning assigned to that term in
Regulation 12b-2 promulgated under the Exchange Act.

            4. Liquidation, Dissolution or Winding Up.

                  a. In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, before any distribution or
payment to holders of Common Stock or of any other capital stock ranking in any
such event junior to the Convertible Preferred Stock and Redeemable Preferred
Stock, the holders of shares of Convertible Preferred Stock shall be entitled to
be paid an amount equal to the amount that the holders of shares of Convertible
Preferred Stock would be entitled to receive in connection with such
liquidation, dissolution or winding up if all of the holders of Convertible
Preferred Stock had converted their shares into Common Stock and Redeemable
Preferred Stock immediately prior to any relevant record date or payment in
connection with such liquidation, dissolution or winding up, before any payment
or distribution is made to any class or series of capital stock ranking junior
to the Convertible Preferred Stock and Redeemable Preferred Stock.


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                  b. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to the
holders of Convertible Preferred Stock and Redeemable Preferred Stock shall be
insufficient to permit payment in full to such holders of the sums which such
holders are entitled to receive in such case, then all of the assets available
for distribution to holders of the Convertible Preferred Stock and Redeemable
Preferred Stock shall be distributed among and paid to such holders ratably in
proportion to the amounts that would be payable to such holders if such assets
were sufficient to permit payment in full.

                  c. A consolidation or merger of the Corporation resulting in
the holders of the issued and outstanding voting securities of the Corporation
immediately prior to such transaction owning or controlling a majority of the
voting securities of the continuing or surviving entity immediately following
such transaction shall not be deemed to be a liquidation, dissolution or winding
up of the Corporation for purposes of this Section 2(A)(4).

                  d. The consummation of an Organic Transaction shall be deemed
to be a liquidation, dissolution or winding up of the Corporation for purposes
of this Section 2(A)(4), unless within 30 days after delivery of written notice
of such Organic Transaction by the Corporation to the holders of the Convertible
Preferred Stock, the holders of a majority of shares of the Convertible
Preferred Stock provide the Corporation with written notice that such Organic
Transaction shall not be deemed a liquidation, dissolution or winding up of the
Corporation for purposes of this Section 2(A)(4).  The Corporation shall give
each holder of the Convertible Preferred Stock written notice of any Organic
Transaction within 5 business days of the occurrence thereof.

            5. Conversion.

                  a. Stockholders' Right To Convert.  Each share of Convertible
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time, or from time to time, into Conversion Units (as defined below), at a
rate of one Conversion Unit for one share of Convertible Preferred Stock. A
"CONVERSION UNIT" shall consist of (i) that number of shares of Common Stock
equal to a fraction, the numerator of which is the Liquidation Preference and
the denominator of which is the Adjusted Conversion Price and (ii) one share of
Redeemable Preferred Stock.

                  The option to convert into Conversion Units shall be exercised
by (i) giving written notice to the Corporation, at its principal corporate
office, of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Redeemable
Preferred Stock and Common Stock issuable upon conversion are to be issued and
(ii) surrendering for such purpose to the Corporation, at any place where the
Corporation shall maintain a transfer agent for its Convertible Preferred Stock,
Redeemable Preferred Stock and Common Stock, certificates representing the
shares to be converted, duly endorsed in blank or


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accompanied by proper instruments of transfer. At the time of the surrender
referred to in clause (ii) above, the Person in whose name any certificate for
shares of Common Stock and Redeemable Preferred Stock shall be issuable upon
such conversion shall be deemed to be the holder of record of such shares of
Common Stock and Redeemable Preferred Stock on such date, notwithstanding that
the share register of the Corporation shall then be closed or that the
certificates representing such Common Stock and Redeemable Preferred Stock shall
not then be actually delivered to such Person.

                  b. Automatic Conversion.  On the earlier of (i) the Mandatory
Redemption Date, (ii) the date of the closing of a Qualified Public Offering or
an Organic Transaction, and (iii) a two-thirds vote of the Board of Directors to
retire the Convertible Preferred Stock; provided that upon any such conversion
as set forth in this clause (iii), the Corporation shall immediately redeem all
Redeemable Preferred Stock issuable upon such conversion, each outstanding share
of Convertible Preferred Stock shall automatically be converted into Conversion
Units, at a rate of one Conversion Unit for one share of Convertible Preferred
Stock. Immediately thereafter, each holder of Convertible Preferred Stock shall
be deemed to be the holder of record of the Redeemable Preferred Stock and
Common Stock issuable upon conversion of such holder's Convertible Preferred
Stock notwithstanding that the share register of the Corporation shall then be
closed or that certificates representing such Redeemable Preferred Stock or
Common Stock shall not then be actually delivered to such holder.  Upon written
notice from the Corporation, each holder of Convertible Preferred Stock so
converted shall promptly surrender to the Corporation, at any place where the
Corporation shall maintain a transfer agent for its Convertible Preferred Stock,
Redeemable Preferred Stock and Common Stock, certificates representing the
shares so converted, duly endorsed in blank or accompanied by proper instruments
of transfer. On the date of such automatic conversion, all rights with respect
to the shares of Convertible Preferred Stock so converted, including the rights,
if any, to receive notices and vote, will terminate, except only the rights of
holders thereof to (i) receive certificates for the number of shares of Common
Stock and Redeemable Preferred Stock into which such shares of Convertible
Preferred Stock have been converted, (ii) the payment of any unpaid accrued or
accumulated dividends thereon as provided in Section 2(A)(5)(c) below and (iii)
exercise the rights to which they are entitled as holders of Common Stock and
Redeemable Preferred Stock.

                  c. Accrued Dividends.  If conversion pursuant to Section
2(A)(5)(a) or 2(A)(5)(b) occurs at a time when there are any unpaid accrued or
accumulated dividends or other amounts due on the shares of Convertible
Preferred Stock, such dividends and other amounts shall continue to be deferred
but shall be paid in full, in the manner set forth in Section 2(A)(2)(c), by the
Corporation to the holder of the shares of Redeemable Preferred Stock into which
such shares of Convertible Preferred Stock were converted on or prior to the
earlier of (i) the redemption of such shares of Redeemable Preferred Stock and
(ii) the liquidation, dissolution or winding up of the Corporation.


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                  d. Antidilution Adjustments.

                        (1)   Dividend, Subdivision, Combination or
Reclassification of Common Stock.  If the Corporation shall, at any time or from
time to time, (a) declare a dividend on the Common Stock payable in shares of
its capital stock (including Common Stock), (b) subdivide the outstanding Common
Stock, (c) combine the outstanding Common Stock into a smaller number of shares
or (d) issue any shares of its capital stock in a reclassification of the Common
Stock (excluding any such reclassification in connection with a consolidation or
merger in which the Corporation is the continuing corporation), then in each
such case, the number of shares of Common Stock constituting part of a
Conversion Unit at the time of the record date for such dividend or of the
effective date of such subdivision, combination or reclassification and the
number and kind of shares of Common Stock issuable on such date shall be
proportionately adjusted so that, in connection with a conversion of the shares
of Convertible Preferred Stock after such date, the holder of shares of
Convertible Preferred Stock shall be entitled to receive the aggregate number
and kind of shares of capital stock which, if the conversion had occurred
immediately prior to such date, the holder would have owned upon such conversion
and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. Any such adjustment shall become effective
immediately after the record date of such dividend or the effective date of such
subdivision, combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur. If a dividend is
declared and such dividend is not paid, the number of shares of Common Stock
constituting part of a Conversion Unit shall be adjusted to that number of
shares of Common Stock constituting part of a Conversion Unit immediately prior
to such record date, subject, however, to such other adjustments as may have
been made or which would have been made under this Section 2(A)(5) had such
number of shares of Common Stock constituting part of a Conversion Unit been the
number of shares of Common Stock constituting part of a Conversion Unit
immediately prior to such record date.

                        (2)   Issuance of Rights to Purchase Common Stock Below
Adjusted Conversion Price.  If the Corporation shall, at any time or from time
to time, fix a record date for the issuance of rights or warrants to all holders
of Common Stock entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Common Stock or securities
convertible into, or exchangeable for, Common Stock at a price per share of
Common Stock, or having a conversion price, or exchange price, per share of
Common Stock, if a security is convertible into, or exchangeable for, Common
Stock (determined in each such case by dividing (x) the total consideration
payable to the Corporation upon exercise, conversion or exchange of such rights,
warrants or other securities convertible into, or exchangeable for, Common Stock
by (y) the total number of shares of Common Stock covered by such rights,
warrants or other securities convertible into, or exchangeable for, Common
Stock), lower than the Adjusted Conversion Price in effect immediately prior to
such record date, then the Adjusted Conversion Price shall be immediately
reduced to the price equal to the price per share of such Common Stock (as
determined pursuant to clauses (x) and (y) above);


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provided, however, that such adjustment shall be made only if such adjustment
results in an Adjusted Conversion Price which is lower than the Adjusted
Conversion Price in effect immediately prior to such record date. In case such
price for subscription or purchase may be paid in a consideration part or all of
which shall be in a form other than cash, the value of such consideration shall
be determined in good faith by the Board of Directors of the Corporation and
shall be that value which is agreed upon by at least a majority of the members
thereof; provided, that if the holders of a majority of the shares of
Convertible Preferred Stock object to such valuation as determined by the Board
of Directors within fifteen (15) days of receipt of written notice of such
valuation or, if such percentage of the members of the Board of Directors of the
Corporation are unable to agree upon the value of such consideration, the value
thereof shall be determined by an independent investment bank of nationally
recognized stature that is selected by a majority of the members of the Board of
Directors. Any such adjustment shall become effective immediately after the
record date for such rights or warrants, and no adjustment shall be made
pursuant to either Section 2(A)(5)(d)(4) or 2(A)(5)(d)(6) by reason of the sale
and issuance of such rights or warrants or the exercise thereof. Such adjustment
pursuant to this Section 2(A)(5)(d)(2) shall be made successively whenever such
a record date is fixed. If such rights or warrants are not issued, or expire or
terminate without the exercise of such rights or warrants and no securities are
issued pursuant thereto, the Adjusted Conversion Price shall be adjusted to the
Adjusted Conversion Price in effect immediately prior to such record date,
subject, however, to such other adjustments as may have been made or which would
have been made under this Section 2(A)(5) had such Adjusted Conversion Price
been the Adjusted Conversion Price in effect immediately prior to such record
date.

                        (3)   Certain Distributions.  If the Corporation shall,
at any time or from time to time, fix a record date for the distribution to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Corporation is the continuing
corporation) of evidences of Indebtedness, assets or other property (other than
(i) cash dividends or cash distributions payable out of consolidated earnings or
earned surplus or (ii) dividends payable in capital stock for which adjustment
is made under Section 2(A)(5)(d)(1)) or subscription rights or warrants
(excluding those referred to in Sections 2(A)(5)(d)(2), 2(A)(5)(d)(4),
2(A)(5)(d)(5) and 2(A)(5)(d)(6)), then in each such case for the purpose of this
Section 2(A)(5)(d)(3), the holders of the Convertible Preferred Stock shall be
entitled to a proportionate share of any such distribution as though they were
the holders of the number of shares of Common Stock of the Corporation which are
included in the Conversion Unit into which their shares of Convertible Preferred
Stock are convertible as of the record date fixed for the determination of the
holders of Common Stock entitled to receive such distribution.

                        (4)   Issuance of Common Stock Below Adjusted Conversion
Price.  Subject to Section 2(A)(5)(d)(7), the Adjusted Conversion Price shall be
subject to adjustment as follows: If the Corporation shall, at any time or from
time to time, sell or issue shares of Common Stock (regardless of whether
originally issued or from the Corporation's treasury), or rights, options,
warrants or convertible or



                                      -10-
<PAGE>   13
exchangeable securities containing the right to subscribe for or purchase shares
of Common Stock at a price per share of Common Stock (determined, in the case of
rights, options, warrants or convertible or exchangeable securities, by dividing
(x) the total consideration received or receivable by the Corporation in
consideration of the sale or issuance of such rights, options, warrants or
convertible or exchangeable securities, plus the total consideration payable to
the Corporation upon exercise or conversion or exchange thereof, by (y) the
total number of shares of Common Stock covered by such rights, options, warrants
or convertible or exchangeable securities) lower than the Adjusted Conversion
Price in effect immediately prior to such sale or issuance, then the Adjusted
Conversion Price shall be immediately reduced to a price equal to the price per
share of such Common Stock issued at below the Adjusted Conversion Price (in the
case of rights, options, warrants or convertible or exchangeable securities, as
determined pursuant to clauses (x) and (y) above); provided, however, that such
adjustment shall be made only if such adjustment results in an Adjusted
Conversion Price which is lower than the Adjusted Conversion Price in effect
immediately prior to taking such action. Such adjustment shall be made
successively whenever such sale or issuance is made. For the purposes of such
adjustments, the shares of Common Stock which the holder of any such rights,
options, warrants, or convertible or exchangeable securities shall be entitled
to subscribe for or purchase shall be deemed to be issued and outstanding as of
the date of such sale or issuance and the consideration "received" by the
Corporation therefor shall be deemed to be the consideration actually received
or receivable by the Corporation (plus any underwriting discounts or commissions
in connection therewith) for such rights, options, warrants or convertible or
exchangeable securities, plus the consideration stated in such rights, options,
warrants or convertible or exchangeable securities to be payable to the
Corporation for the shares of Common Stock covered thereby. If the Corporation
shall sell or issue shares of Common Stock for a consideration consisting, in
whole or in part, of property other than cash or its equivalent, then in
determining the "price per share of Common Stock" and the "consideration"
received or receivable by or payable to the Corporation for purposes of the
first sentence following the colon and the immediately preceding sentence of
this Section 2(A)(5)(d)(4), the fair value of such property shall be determined
in good faith by the Board of Directors of the Corporation and shall be the
value which is agreed upon by at least a majority of the members thereof;
provided, that if the holders of a majority of the shares of Convertible
Preferred Stock object to such valuation as determined by the Board of Directors
within fifteen (15) days of receipt of written notice of such valuation or if
such percentage of the members of the Board of Directors of the Corporation are
unable to agree upon the value of such consideration, the value thereof shall be
determined by an independent investment bank of nationally recognized stature
that is selected by a majority of the members of the Board of Directors.  The
determination of whether any adjustment is required under this Section
2(A)(5)(d)(4) by reason of the sale and issuance of rights, options, warrants or
convertible or exchangeable securities and the amount of such adjustment, if
any, shall be made only at the time of such issuance or sale and not at the
subsequent time of issuance or sale of Common Stock upon the exercise of such
rights to subscribe or purchase.  Upon the expiration of any such rights,
options or warrants or the termination of any such rights to convert or exchange
or the expiration of any options, warrants or rights related to such


                                      -11-
<PAGE>   14
convertible or exchangeable securities, without any of such rights, options,
warrants or convertible or exchangeable securities, as the case may be, having
been exercised and no shares of Common Stock issued pursuant thereto, the
Adjusted Conversion Price shall be adjusted, as the case may be, to the Adjusted
Conversion Price in effect immediately prior to such sale or issuance, subject,
however, to such other adjustments as may have been made or which would have
been made pursuant to this Section 2(A)(5) had such Adjusted Conversion Price
been the Adjusted Conversion Price in effect immediately prior to such sale or
issuance of such rights, options, warrants or convertible or exchangeable
securities, as the case may be.

                        (5)   Issuance of Rights to Purchase Common Stock Below
Current Market Price.  Subject to Section 2(a)(5)(d)(7), if the Corporation
shall, at any time or from time to time, fix a record date for the issuance of
rights or warrants to all holders of Common Stock entitling them (for a period
expiring within 45 calendar days after such record date) to subscribe for or
purchase Common Stock or securities convertible into, or exchangeable for,
Common Stock at a price per share of Common Stock, or having a conversion price,
or exchange price, per share of Common Stock, if a security is convertible into,
or exchangeable for, Common Stock (determined in each such case by dividing (x)
the total consideration payable to the Corporation upon exercise, conversion or
exchange of such rights, warrants or other securities convertible into, or
exchangeable for, Common Stock by (y) the total number of shares of Common Stock
covered by such rights, warrants or other securities convertible into, or
exchangeable for, Common Stock), lower than the Current Market Price per share
of Common Stock in effect immediately prior to such record date (or, if an
ex-dividend date has been established for such record date, on the day next
preceding such ex-dividend date), then the Adjusted Conversion Price shall be
immediately reduced to the price determined by multiplying the Adjusted
Conversion Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on such record date plus the number of additional shares of Common Stock which
the aggregate offering price of the total number of shares of the Common Stock
so to be offered (or the aggregate initial conversion, or exchange, price of the
convertible, or exchangeable, securities so to be offered) would purchase at
such Current Market Price, and the denominator of which shall be the number of
shares of Common Stock outstanding on such record date plus the number of
additional shares of Common Stock to be offered for subscription or purchase (or
into which the convertible securities so to be offered are initially
convertible); provided, however, that such adjustment shall be made only if such
adjustment results in an Adjusted Conversion Price which is lower than the
Adjusted Conversion Price in effect immediately prior to such record date.  In
case such price for subscription or purchase may be paid in a consideration part
or all of which shall be in a form other than cash, the value of such
consideration shall be determined in good faith by the Board of Directors of the
Corporation and shall be that value which is agreed upon by at least a majority
of the members thereof; provided, that if the holders of a majority of the
shares of Convertible Preferred Stock object to such valuation as determined by
the Board of Directors within fifteen (15) days of receipt of written notice of
such valuation or, if such percentage of the


                                      -12-
<PAGE>   15
members of the Board of Directors of the Corporation are unable to agree upon
the value of such consideration, the value thereof shall be determined by an
independent investment bank of nationally recognized stature that is selected by
a majority of the members of the Board of Directors. Any such adjustment shall
become effective immediately after the record date for such rights or warrants,
and no adjustment shall be made pursuant to either Section 2(A)(5)(d)(4) or
2(A)(5)(d)(6) by reason of the sale and issuance of such rights or warrants or
the exercise thereof. Such adjustment pursuant to this Section 2(A)(5)(d)(5)
shall be made successively whenever such a record date is fixed. If such rights
or warrants are not issued, the Adjusted Conversion Price shall be adjusted to
the Adjusted Conversion Price in effect immediately prior to such record date,
subject, however, to such other adjustments as may have been made or which would
have been made under this Section 2(A)(5) had such Adjusted Conversion Price
been the Adjusted Conversion Price in effect immediately prior to such record
date. Upon the expiration of any such warrants or rights, the termination of any
such rights to convert or exchange or the expiration of any warrants or rights
related to such convertible or exchangeable securities, the Adjusted Conversion
Price, to the extent in any way affected by or computed using such warrants,
rights or securities or warrants or rights related to such securities, shall be
recomputed to reflect the issuance of only the number of shares of Common Stock
(and exercisable, convertible or exchangeable securities which remain in effect)
actually issued upon the exercise of such warrants or rights, upon the
conversion or exchange of such securities or upon the exercise of the options or
rights related to such securities.

                        (6)   Issuance of Common Stock Below Current Market
Price.  Subject to Section 2(A)(5)(d)(7), the Adjusted Conversion Price shall be
subject to adjustment as follows: If the Corporation shall, at any time or from
time to time, sell or issue shares of Common Stock (regardless of whether
originally issued or from the Corporation's treasury), or rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock at a price per share of Common
Stock (determined, in the case of rights, options, warrants or convertible or
exchangeable securities, by dividing (x) the total consideration received or
receivable by the Corporation in consideration of the sale or issuance of such
rights, options, warrants or convertible or exchangeable securities, plus the
total consideration payable to the Corporation upon exercise or conversion or
exchange thereof, by (y) the total number of shares of Common Stock covered by
such rights, options, warrants or convertible or exchangeable securities) lower
than the Current Market Price per share of Common Stock immediately prior to
such sale or issuance, then the Adjusted Conversion Price shall be immediately
reduced to the price determined by multiplying the Adjusted Conversion Price in
effect immediately prior thereto by a fraction, the numerator of which shall be
the sum of the number of shares of Common Stock outstanding immediately prior to
such sale or issuance plus the number of shares of Common Stock which the
aggregate consideration received (determined as provided below) for such sale or
issuance would purchase at such Current Market Price and the denominator of
which shall be the total number of shares of Common Stock outstanding
immediately after such sale or issuance; provided, however, that such adjustment
shall be made only if such


                                      -13-
<PAGE>   16
adjustment results in an Adjusted Conversion Price which is lower than the
Adjusted Conversion Price in effect immediately prior to taking such action.
Such adjustment shall be made successively whenever such sale or issuance is
made. For the purposes of such adjustments, the shares of Common Stock which the
holder of any such rights, options, warrants, or convertible or exchangeable
securities shall be entitled to subscribe for or purchase shall be deemed to be
issued and outstanding as of the date of such sale or issuance and the
consideration "received" by the Corporation therefor shall be deemed to be the
consideration actually received or receivable by the Corporation (plus any
underwriting discounts or commissions in connection therewith) for such rights,
options, warrants or convertible or exchangeable securities, plus the
consideration stated in such rights, options, warrants or convertible or
exchangeable securities to be payable to the Corporation for the shares of
Common Stock covered thereby. If the Corporation shall sell or issue shares of
Common Stock for a consideration consisting, in whole or in part, of property
other than cash or its equivalent, then in determining the "price per share of
Common Stock" and the "consideration" received or receivable by or payable to
the Corporation for purposes of the first sentence following the colon and the
immediately preceding sentence of this Section 2(A)(5)(d)(6), the fair value of
such property shall be determined in good faith by the Board of Directors of the
Corporation and shall be the value which is agreed upon by at least a majority
of the members thereof; provided, that if the holders of a majority of the
shares of Convertible Preferred Stock object to such valuation as determined by
the Board of Directors within fifteen (15) days of receipt of written notice of
such valuation or if such percentage of the members of the Board of Directors of
the Corporation are unable to agree upon the value of such consideration, the
value thereof shall be determined by an independent investment bank of
nationally recognized stature that is selected by a majority of the members of
the Board of Directors. The determination of whether any adjustment is required
under this Section 2(A)(5)(d)(6) by reason of the sale and issuance of rights,
options, warrants or convertible or exchangeable securities and the amount of
such adjustment, if any, shall be made only at the time of such issuance or sale
and not at the subsequent time of issuance or sale of Common Stock upon the
exercise of such rights to subscribe or purchase. Upon the expiration of any
such rights, options or warrants or the termination of any such rights to
convert or exchange or the expiration of any options, warrants or rights related
to such convertible or exchangeable securities, without any of such rights,
options, warrants or convertible or exchangeable securities, as the case may be,
having been exercised and no shares of Common Stock issued pursuant thereto, the
Adjusted Conversion Price shall be adjusted, as the case may be, to the Adjusted
Conversion Price in effect immediately prior to such sale or issuance, subject,
however, to such other adjustments as may have been made or which would have
been made pursuant to this Section 2(A)(5) had such Adjusted Conversion Price
been the Adjusted Conversion Price in effect immediately prior to such sale or
issuance of such rights, options, warrants or convertible or exchangeable
securities, as the case may be.

                        (7)   Certain Exceptions to Anti-Dilution Provisions.
There shall be no adjustment of the Adjusted Conversion Price pursuant to
Section 2(A)(5)(d)(2),  2(A)(5)(d)(4), 2(A)(5)(d)(5) or 2(A)(5)(d)(6) in the
case of Common


                                      -14-
<PAGE>   17
Stock or securities convertible into or exchangeable for Common Stock to be
issued (i) to an employee, advisor, consultant or director of the Corporation
directly or pursuant to any stock option or stock plan or arrangement in each
case that has been approved by the Corporation's Board of Directors (including
the 250,000 options to purchase Common Stock previously approved by the Board of
Directors) and to the extent adopted following the issuance of the Convertible
Preferred Stock, the holders of at least seventy-five percent (75%) of all
issued and outstanding shares of Convertible Preferred Stock, (ii) pursuant to
the exercise or conversion, as the case may be, of any option, warrant or
convertible security outstanding on the Issue Date of the first share of
Convertible Preferred Stock issued, (iii) upon conversion of the Convertible
Preferred Stock, or (iv) capital stock issued as a dividend on the Convertible
Preferred Stock.

                        (8)   Amendment/Modification to Other Securities.
Notwithstanding any provision in Section 2(A)(5)(d) to the contrary and without
limitation to any other provision contained in Section 2(A)(5)(d), in the event
any securities of the Corporation (other than the Convertible Preferred Stock or
the Redeemable Preferred Stock), including, without limitation those securities
set forth as exceptions in Section 2(A)(5)(d)(7)  (collectively, the "SUBJECT
SECURITIES"), are amended or otherwise modified by operation of their terms or
otherwise (including, without limitation, by operation of such Subject
Securities' anti-dilution provisions) in any manner whatsoever that results in
(i) the reduction of the exercise, conversion or exchange price of such Subject
Securities payable upon the exercise for, or conversion or exchange into, Common
Stock or other securities exercisable for, or convertible or exchangeable into,
Common Stock and/or (ii) such Subject Securities becoming exercisable for, or
convertible or exchangeable into (A) more shares or dollar amount of such
Subject Securities which are, in turn exercisable for, or convertible or
exchangeable into, Common Stock, or (B) more shares of Common Stock, then such
amendment or modification shall be treated for purposes of Section 2(A)(5)(d) as
if the Subject Securities which have been amended or modified have been
terminated and new securities have been issued with the amended or modified
terms.  The Corporation shall make all necessary adjustments (including
successive adjustments if required) to the Adjusted Conversion Price in
accordance with Section 2(A)(5)(d), but in no event shall the Adjusted
Conversion Price be greater than it was immediately prior to the application of
this Subsection to the transaction in question.  On the expiration or
termination of any such amended or modified Subject Securities for which
adjustment has been made pursuant to the operation of the provisions of this
Subsection under Section 2(A)(5)(d)(2), 2(A)(5)(d)(4),  2(A)(5)(d)(5)
or 2(A)(5)(d)(6), as the case may be, without such Subject Securities having
been exercised, converted or exchanged in full pursuant to their terms, the
Adjusted Conversion Price shall be appropriately readjusted in the manner
specified in such Section.

                        (9)   Economic Effect of Anti-Dilution Provisions.
Notwithstanding anything to the contrary contained herein, in the event that a
given event would cause a reduction of the Adjusted Conversion Price under both
Sections 2(A)(5)(d)(2) and 2(A)(5)(d)(5), or under both Sections 2(A)(5)(d)(4)
and 2(A)(5)(d)(6),


                                      -15-
<PAGE>   18
as the case may be, only the adjustment under the section which would result in
the lowest Adjusted Conversion Price shall be made.

                  e. De Minimis Adjustments.  No adjustment of the Adjusted
Conversion Price shall be made if the amount of such adjustment would result in
a change in the Adjusted Conversion Price per share of less than $.01, but in
such case any adjustment that would otherwise be required to be made shall be
carried forward and shall be made at the time of and together with the next
subsequent adjustment, which together with any adjustment so carried forward,
would result in a change in the Adjusted Conversion Price of $.01 or more per
share. Notwithstanding the provisions of the first sentence of this Section
2(A)(5)(e), any adjustment postponed pursuant to this Section 2(A)(5)(e) shall
be made no later than the earlier of (i) three years from the date of the
transaction that would, but for the provisions of the first sentence of this
Section 2(A)(5)(e), have required such adjustment and (ii) immediately prior to
the date of any conversion of shares of Convertible Preferred Stock.

                  f. Fractional Shares.  Notwithstanding any other provision of
the Articles of Incorporation (including, without limitation, this Articles of
Amendment), the Corporation shall not be required to issue fractions of shares
of Common Stock upon conversion of any shares of Convertible Preferred Stock or
to distribute certificates which evidence fractional shares of Common Stock. In
lieu of fractional shares, the Corporation may pay therefor, at the time of any
conversion of shares of Convertible Preferred Stock as herein provided, an
amount in cash equal to such fraction multiplied by the Current Market Price of
a share of Common Stock.

                  g. Reorganization, Reclassification, Merger and Sale of Assets
Adjustment.  If there occurs any capital reorganization or any reclassification
of the Common Stock or Redeemable Preferred Stock, the consolidation or merger
of the Corporation with or into another Person (other than a merger or
consolidation of the Corporation in which the Corporation is the continuing
corporation and which does not result in any reclassification or change of
outstanding shares of Common Stock or Redeemable Preferred Stock) or the sale,
transfer or other disposition of all or substantially all of the assets of the
Corporation to another Person, in each case other than pursuant to an Organic
Transaction, then each share of Convertible Preferred Stock shall thereafter be
convertible into the same kind and amounts of securities (including shares of
stock) or other assets, or both, which were issuable or distributable to the
holders of outstanding Common Stock and Redeemable Preferred Stock upon such
reorganization, reclassification, consolidation, merger, sale or conveyance, in
respect of that number of shares of Common Stock and Redeemable Preferred Stock
into which such share of Convertible Preferred Stock might have been converted
immediately prior to such reorganization, reclassification, consolidation,
merger, sale or conveyance; and, in any such case, appropriate adjustments (as
determined in good faith by the Board of Directors of the Corporation) shall be
made to assure that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonably may be practicable, in relation to any


                                      -16-
<PAGE>   19
securities or other assets thereafter deliverable upon the conversion of the
Convertible Preferred Stock.

                  h. Certificate as to Adjustments.  Whenever the number of
shares of Common Stock and Redeemable Preferred Stock issuable, or the
securities or other property deliverable upon the conversion of the Convertible
Preferred Stock, shall be adjusted pursuant to the provisions hereof, the
Corporation shall promptly give written notice thereof to each holder of shares
of Convertible Preferred Stock at such holder's address as it appears on the
transfer books of the Corporation and shall forthwith file, at its principal
executive office and with any transfer agent or agents for the Convertible
Preferred Stock, the Common Stock and the Redeemable Preferred Stock, a
certificate, signed by the President or one of the Vice Presidents of the
Corporation, and by its Chief Financial Officer, its Treasurer or one of its
Assistant Treasurers, stating the number of shares of Common Stock and
Redeemable Preferred Stock issuable, or the securities or other property
deliverable, per share of Convertible Preferred Stock converted, calculated to
the nearest cent or to the nearest one one-hundredth of a share and setting
forth in reasonable detail the method of calculation and the facts requiring
such adjustment and upon which such calculation is based. Each adjustment shall
remain in effect until a subsequent adjustment hereunder is required.

                  i. Reservation of Common Stock and Redeemable Preferred Stock.
The Corporation shall at all times reserve and keep available for issuance upon
the conversion of the shares of Convertible Preferred Stock the maximum number
of each of its authorized but unissued shares of Common Stock and Redeemable
Preferred Stock as is reasonably anticipated to be sufficient to permit the
conversion of all outstanding shares of Convertible Preferred Stock into
Conversion Units and shall take all action required to increase the authorized
number of shares of Common Stock or Redeemable Preferred Stock, as the case may
be, if at any time there shall be insufficient authorized but unissued shares of
Common Stock or Redeemable Preferred Stock, as the case may be, to permit such
reservation or to permit the conversion of all outstanding shares of Convertible
Preferred Stock.

                  j. No Conversion Charge or Tax. The issuance and delivery of
certificates for shares of Common Stock and Redeemable Preferred Stock upon the
conversion of shares of Convertible Preferred Stock shall be made without charge
to the holder of shares of Convertible Preferred Stock for any issue or transfer
tax, or other incidental expense in respect of the issuance or delivery of such
certificates or the securities represented thereby, all of which taxes and
expenses shall be paid by the Corporation.

                  k. No Amendment of Articles of Incorporation. The Corporation
will not, by amendment of its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other action, avoid or seek to avoid the observance or
performance of any term of the Articles of Incorporation, but will at all times
in good faith assist in carrying out of all


                                      -17-
<PAGE>   20
such terms and in taking of all such action as may be necessary or appropriate
in order to protect the rights of the holders of Convertible Preferred Stock
against dilution or other impairment. Without limiting the generality of the
foregoing, the Corporation (a) will not increase the par value of any shares of
stock receivable on the conversion of the Convertible Preferred Stock, (b) will
at all times reserve and keep available the maximum number of its authorized
shares of Common Stock, free from all preemptive rights therein, which will be
sufficient to permit the full conversion of the Convertible Preferred Stock, and
(c) will take such action as may be necessary or appropriate in order that all
shares of Common Stock as may be issued pursuant to the conversion of the
Convertible Preferred Stock will, upon issuance, be duly and validly issued,
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof.

                  l. Certain Events.  In case at any time prior to the
conversion of all of the Convertible Preferred Stock:

                        (i)   the Corporation shall authorize the granting to
all the holders of Common Stock of rights to subscribe for or purchase any
shares of stock of any class or of any other rights; or

                        (ii)  there shall be any reclassification of the Common
Stock of the Corporation (other than a subdivision or combination of its
outstanding Common Stock); or

                        (iii) there shall be any capital reorganization by the
Corporation; or

                        (iv)  there shall be an Organic Transaction; or

                        (v)   there shall be voluntary or involuntary
dissolution, liquidation and winding up by the Corporation or dividend or
distribution to holders of Common Stock; or

                        (vi)  any other event described in Section 2(A)(5)(d);

then in any one or more of said cases, the Corporation shall cause to be
delivered to the holders of Convertible Preferred Stock, at the earliest
practicable time (and, in any event, not less than 15 days before any record
date or the date set for definitive action), written notice of the date on which
the books of the Corporation shall close or a record shall be taken for such
dividend, distribution or subscription rights or such reorganization, sale,
consolidation, merger, dissolution, liquidation or winding up or other
transaction shall take place, as the case may be.  Such notice shall also set
forth such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Adjusted Conversion Price
and the kind and amount of the shares of stock and other securities and property
deliverable upon conversion of the Convertible Preferred Stock.  Such notice
shall also specify the date, if known, as of which the holders of record of the
Common Stock shall participate in said dividend, distribution or


                                      -18-
<PAGE>   21
subscription rights or shall be entitled to exchange their shares of the Common
Stock for securities or other property (including cash) deliverable upon such
reorganization, sale, consolidation, merger, dissolution, liquidation or winding
up or other transaction, as the case may be

            6. Status on Conversion or Redemption.  Upon any conversion or
redemption of shares of the  Convertible  Preferred Stock, the shares so
converted or redeemed shall be canceled.

      B. Redeemable Preferred Stock.

            1. Ranking.  The Redeemable Preferred Stock and the Convertible
Preferred Stock shall rank on a parity with respect to dividend rights and
rights on liquidation, dissolution or winding up, and shall rank senior to all
other equity securities of the Corporation, and any other series or class of the
Corporation's preferred or common stock, now or hereafter authorized.

            2. Dividends and Distributions.

                  a. Dividends.  The holders of outstanding shares of Redeemable
Preferred Stock shall be entitled to receive dividends, as, when and if declared
by the Board of Directors, out of Legally Available Funds.

                  b. Accrued Dividends; Record Date.  Dividends payable on the
Redeemable Preferred Stock shall begin to accrue and accumulate (whether or not
declared) from the Issue Date of the Redeemable Preferred Stock at an annual
rate equal to 10% of the Original Issue Price, calculated on the basis of a
360-day year consisting of twelve 30-day months, and shall accrue and accumulate
on a daily basis and compound on a quarterly basis (to the extent not otherwise
declared and paid as set forth above), in each case whether or not declared.
Dividends shall be paid in the manner provided in Section 2(B)(2)(c).  The Board
of Directors may fix a record date for the determination of holders of shares of
Redeemable Preferred Stock entitled to receive payment of any dividends payable
pursuant to Section 2(B)(2)(a), which record date shall not be more than 60 days
nor less than 10 days prior to the applicable dividend payment date.

                  c. Payment.  All dividends on Redeemable Preferred Stock shall
be payable in cash when and as declared by a majority of the Disinterested
Members of the Board.  Upon the occurrence of either (a) a consolidation, merger
or other business combination or recapitalization or refinancing of the
Corporation resulting in the holders of the issued and outstanding voting
securities of the Corporation immediately prior to such transaction owning or
controlling less than a majority of the voting securities of the continuing or
surviving entity immediately following such transaction, or (b) a sale, lease,
exchange, transfer or other disposition (including, without limitation, by
merger, consolidation or otherwise) of assets constituting all or substantially
all of the assets of the Corporation and its Subsidiaries, taken as a whole, to
a Person or group of Persons, all


                                      -19-
<PAGE>   22
unpaid accrued or accumulated dividends on Redeemable Preferred Stock shall be
immediately due and payable.

                  d. Dividends Pro Rata.  All dividends paid with respect to
shares of Redeemable Preferred Stock shall be paid pro rata to the holders
entitled thereto.  If the Legally Available Funds shall be insufficient for the
payment of the entire amount of cash dividends payable at any dividend payment
date, such funds shall be allocated pro rata for the payment of dividends with
respect to the shares of Redeemable Preferred Stock based upon the aggregate
Redeemable Liquidation Preference of the outstanding shares of Redeemable
Preferred Stock.

                  e. Certain Restrictions.

                        (i)   Cash dividends on the Redeemable Preferred Stock
may not be declared, paid or set apart for payment if (a) the Corporation is not
solvent or would be rendered insolvent thereby or (b) the terms and provisions
of any law, or any agreement of the Corporation relating to the Corporation's
indebtedness for borrowed money, specifically prohibit such declaration, payment
or setting apart for payment or provide that such declaration, payment or
setting apart for payment would constitute a violation or breach thereof or a
default thereunder.

                        (ii)  The Corporation shall not permit any Subsidiary of
the Corporation, or cause any other Person, to make any distribution with
respect to or purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could make such
distribution or purchase or otherwise acquire such shares at such time and in
such manner.

            3. Voting Rights.  Except as set forth in Section 2(A)(3)(b), the
holders of Redeemable Preferred Stock shall not have any right to vote unless
required to have a vote under applicable law.

            4. Liquidation. Dissolution or Winding Up.

                  a. In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, before any distribution or
payment to holders of Common Stock or of any other capital stock ranking in any
such event junior to the Redeemable Preferred Stock, the holders of shares of
Redeemable Preferred Stock shall be entitled to be paid an amount equal to the
Redeemable Liquidation Preference with respect to each share of Redeemable
Preferred Stock, before any payment or distribution is made to any class or
series of capital stock ranking junior to the Redeemable Preferred Stock and
Convertible Preferred Stock.

                  b. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to the
holders of Redeemable Preferred Stock and the Convertible Preferred Stock shall
be insufficient to permit payment in full to such holders of the sums which such
holders are entitled to


                                      -20-
<PAGE>   23
receive in such case, then all of the assets available for distribution to
holders of the Redeemable Preferred Stock and the Convertible Preferred Stock
shall be distributed among and paid to such holders ratably in proportion to the
amounts that would be payable to such holders if such assets were sufficient to
permit payment in full.

                  c.    A consolidation or merger of the Corporation resulting
in the holders of the issued and outstanding voting securities of the
Corporation immediately prior to such transaction owning or controlling a
majority of the voting securities of the continuing or surviving entity
immediately following such transaction, shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section
2(B)(4).

                        (i)   The consummation of an Organic Transaction shall
be deemed to be a liquidation, dissolution or winding up of the Corporation for
purposes of this Section 2(B)(4), unless within 30 days after delivery of
written notice of such Organic Transaction by the Corporation to the holders of
the Redeemable Preferred Stock, the holders of a majority of shares of the
Redeemable Preferred Stock provide the Corporation with written notice that such
Organic Transaction shall not be deemed a liquidation, dissolution or winding up
of the Corporation for purposes of this Section 2(B)(4).  The Corporation shall
give each holder of the Redeemable Preferred Stock written notice of any Organic
Transaction within 5 business days of the occurrence thereof.

            5. Redemption.  The Corporation shall, as provided below, redeem the
shares of Redeemable Preferred Stock.

                  a. Mandatory Redemption.  On the earlier of (i) March 1, 2008
and (ii) the date of the closing of a Qualified Public Offering or an Organic
Transaction (a "MANDATORY REDEMPTION DATE"), each outstanding share of
Redeemable Preferred Stock shall be redeemed (unless otherwise prevented by
law), at a redemption price per share equal to 100% of the Redeemable
Liquidation Preference for such Redeemable Preferred Stock, plus all deferred
amounts on the Convertible Preferred Stock specified in Section 2(A)(5)(c)
hereof. The total sum payable per share of Redeemable Preferred Stock to be
redeemed (the "MANDATORY REDEEMED SHARES") on the Mandatory Redemption Date is
hereinafter referred to as the "MANDATORY REDEMPTION PRICE," and the payment to
be made on the Mandatory Redemption Date for the Redeemed Shares is hereinafter
referred to as the "MANDATORY REDEMPTION PAYMENT."

                  b. Optional Redemption.  Any time when any shares of
Redeemable Preferred Stock are outstanding, the Corporation may redeem, at its
option, all (but not less than all) of the issued and outstanding shares of
Redeemable Preferred Stock at a price per share equal to the product of (i) the
Redeemable Liquidation Preference for such share of Redeemable Preferred Stock
multiplied by (ii) the applicable percentage indicated opposite the period in
which such redemption occurs (as set forth in the following table):


                                      -21-
<PAGE>   24
<TABLE>
<CAPTION>
Year of Redemption                            Applicable Percentage
------------------                            ---------------------
<S>                                           <C>
On or before the third anniversary of
    the Issue Date of such Redeemable
    Preferred                                 110%
On or after such third anniversary, but
    prior to the fourth anniversary of
    the Issue Date of such Redeemable
    Preferred                                 106%
On or after such fourth anniversary,
    but prior to the fifth anniversary
    of the Issue Date of such
    Redeemable Preferred                      104%
On or after such fifth anniversary, but
    prior to the sixth anniversary of
    the Issue Date of such Redeemable
    Preferred                                 102%
At any time on or after such sixth
    anniversary                               100%
</TABLE>

The total sum payable per share of Redeemable Preferred Stock to be redeemed
pursuant to this Section 5(b) (the "OPTIONAL REDEEMED SHARES," and together with
the Mandatory Redeemed Shares, as applicable, the "REDEEMED SHARES") is
hereinafter referred to as the "OPTIONAL REDEMPTION PRICE" and together with the
Mandatory Redemption Price, as applicable, the "REDEMPTION PRICE," and the
payment to be made pursuant to this Section 5(b) for the Optional Redeemed
Shares is hereinafter referred to as the "OPTIONAL REDEMPTION PAYMENT" and
together with the Mandatory Redemption Payment, as applicable, the "REDEMPTION
PAYMENT."

                  C. Redemption Procedure.  Upon written notice from the
Corporation, each holder of Redeemable Preferred Stock so redeemed shall
promptly surrender to the Corporation, at any place where the Corporation shall
maintain a transfer agent for its Redeemable Preferred Stock, certificates
representing the shares so redeemed, duly endorsed in blank or accompanied by
proper instruments of transfer.

                  d. Termination of Rights.  Except as set forth in Section
2(B)(5)(c), on and after the Mandatory Redemption Date all rights of any holder
of Redeemable Preferred Stock shall cease and terminate; and such Redeemed
Shares shall no longer be deemed to be outstanding, whether or not the
certificates representing such shares have been received by the Corporation;
provided, however, that, if the Corporation defaults in the payment of the
Redemption Payment for any reason, including, without limitation, the lack of
Legally Available Funds therefor, the rights, preferences and privileges of the
holders of Redeemable Preferred Stock shall continue to inure to the benefit of
the holders of Redeemable Preferred Stock until the Corporation cures such
default.


                                      -22-
<PAGE>   25
                  e. Insufficient Funds for Redemption.  If the funds of the
Corporation available for redemption of the Redeemable Preferred Stock by law or
otherwise (including, without limitation, pursuant to provisions of the Purchase
Agreement or any documents associated with the Purchase Agreement, including,
without limitation, any subordination agreement executed in connection with any
Senior Indebtedness), on the Mandatory Redemption Date are insufficient to
redeem the Redeemed Shares on such date, the holders of Redeemed Shares shall
share ratably in any funds available by law for redemption of such shares
according to the respective amounts which would be payable with respect to the
number of shares owned by them if the shares to be so redeemed on such Mandatory
Redemption Date were redeemed in full. The Corporation shall in good faith use
all reasonable efforts as expeditiously as possible to eliminate, or obtain an
exception, waiver or exemption from, any and all restrictions under applicable
law that prevented the Corporation from paying the Redemption Price and
redeeming all of the shares of Redeemable Preferred Stock to be redeemed
hereunder. At any time thereafter when additional funds of the Corporation are
available by law for the redemption of shares of Redeemable Preferred Stock,
such funds will be used, at the end of the next succeeding fiscal quarter, to
redeem the balance of such shares, or such portion thereof for which funds are
available, on the basis set forth above. In the event that funds are not
available by law for the payment in full of the Redemption Price for the shares
of Redeemable Preferred Stock to be so redeemed on the Mandatory Redemption
Date, then the Corporation shall be obliged to make such partial redemption so
that the number of shares of Redeemable Preferred Stock held by each holder
shall be reduced in an amount which shall bear the same ratio to the actual
number of shares of Redeemable Preferred Stock required to be redeemed on such
Mandatory Redemption Date as the number of shares of Redeemable Preferred Stock
then held by such holder bears to the aggregate number of shares of Redeemable
Preferred Stock then outstanding. In the event that the Corporation fails to
redeem shares of Redeemable Preferred Stock for which redemption is required,
then during the period from the Mandatory Redemption Date through the date on
which such shares that the Corporation failed to redeem on the Mandatory
Redemption Date are actually redeemed, dividends on such shares shall accrue and
be cumulative at the annual rate specified in Section 2(B)(2)(b).

            6. Status of Redemption.  Upon any redemption of shares of the
Redeemable Preferred Stock, the shares so redeemed shall be canceled.

      C. General Provisions.

            1. Notices.  Except as otherwise expressly provided, whenever
notices or other communications are required to be made, delivered or otherwise
given to holders of shares of the Convertible Preferred Stock or the Redeemable
Preferred Stock, the notice or other communication shall be made in writing and
shall be by registered or certified first class mail, return receipt requested,
telecopier, courier service or personal delivery, addressed to the Persons shown
on the books of the Corporation as such holders at the addresses as they appear
in the books of the Corporation, as of a record date or dates determined in
accordance with the Corporation's Articles of Incorporation and By-laws


                                      -23-
<PAGE>   26
and applicable law, as in effect from time to time. All such notices and
communications shall be deemed to have been duly given: when delivered by hand,
if personally delivered; when delivered by courier, if delivered by commercial
overnight courier service; five business days after being deposited in the U.S.
mail, postage prepaid, if mailed; and when receipt is acknowledged, if
telecopied.

            2. Certain Remedies.  Any registered holder of shares of Convertible
Preferred Stock or Redeemable Preferred Stock shall be entitled to an injunction
or injunctions to prevent violations of the provisions of the Articles of
Incorporation and to enforce specifically the terms and provisions of the
Articles of Incorporation in any court of the United States or any state thereof
having jurisdiction, this being in addition to any other remedy to which such
holder may be entitled at law or in equity. Notwithstanding the foregoing, the
observance of any term of the Corporation's Articles of Incorporation which
benefits only the holders of the Convertible Preferred Stock or Redeemable
Preferred Stock may be waived by holders of at least seventy-five percent (75%)
of all issued and outstanding Convertible  Preferred Stock or Redeemable
Preferred Stock, as the case may be (either generally or in a particular
instance and either retroactively or prospectively).

            3. Invalidity.  If any right, preference or limitation of the
Convertible Preferred Stock or the Redeemable Preferred Stock set forth herein
(as amended from time to time) is invalid, unlawful or incapable of being
enforced by reason of any rule or law or public policy, all other rights,
preferences and limitations set forth in this Section 2 (as so amended) which
can be given effect without the invalid, unlawful or unenforceable right,
preference or limitation herein set forth shall not be deemed dependant upon any
other such right, preference or limitation unless so expressed herein.

      D. Definitions.  For the purposes of this Articles of Incorporation, as
amended, the following terms shall have the meanings indicated:

            "ADJUSTED CONVERSION PRICE" shall mean, with respect to each share
of Convertible Preferred Stock, $3.17626, subject to appropriate adjustment from
time to time for events described in Section 2(A)(5).

            "AFFILIATE" has the meaning assigned such term in Section
2(A)(3)(b).

            "BYLAWS" shall mean the bylaws, as amended, of the Corporation
and/or its Subsidiaries, as the context may require.

            "ARTICLES OF INCORPORATION" shall mean the Articles of
Incorporation, as amended (including, without limitation, by any certificate of
amendment or Articles of Amendment), of the Corporation and/or its Subsidiaries,
as the context may require.

            "CLOSING PRICE" shall mean, with respect to each share of Common
Stock, for any day, (a) the last reported sale price regular way or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case as


                                      -24-
<PAGE>   27
reported on the principal national securities exchange on which such Common
Stock is listed or admitted for trading or (b) if such Common Stock is not
listed or admitted for trading on any national securities exchange, the last
reported sale price or, in case no such sale takes place on such day, the
average of the highest reported bid and the lowest reported asked quotation for
such Common Stock as reported on the Automatic Quotation System of NASDAQ or a
similar service if NASDAQ is no longer reporting such information.

            "COMMISSION" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

            "CONTINGENT OBLIGATION" as applied to any Person, shall mean any
direct or indirect liability, contingent or otherwise, of that Person:  (i) with
respect to any indebtedness, lease, dividend or other obligation of another
Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such
liability that such liability will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such liability
will be protected (in whole or in part) against loss with respect thereto; (ii)
with respect to any letter of credit issued for the account of that Person or as
to which that Person is otherwise liable for reimbursement of drawings; or (iii)
under any foreign exchange contract, currency swap agreement, interest rate swap
agreement or other similar agreement or arrangement designed to alter the risks
of that Person arising from fluctuations in currency values or interest rates.
Contingent Obligations shall include (a) the direct or indirect guaranty,
endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another, (b) the obligation to make take-or-pay or
similar payments if required regardless of nonperformance by any other party or
parties to an agreement, and (c) any liability of such Person for the
obligations of another through any agreement to purchase, repurchase or
otherwise acquire such obligation or any property constituting security
therefor, to provide funds for the payment or discharge of such obligation or to
maintain the solvency, financial condition or any balance sheet item or level of
income of another.  The amount of any Contingent Obligation shall be equal to
the amount of the obligation so guaranteed or otherwise supported or, if not a
fixed and determined amount, the maximum amount so guaranteed.

            "CONVERSION UNIT" has the meaning assigned such term in Section
2(A)(5).

            "CONVERTIBLE PREFERRED STOCK" has the meaning assigned such term in
Section 1.

            "CURRENT MARKET PRICE" shall mean, with respect to shares of Common
Stock, on any date, the average of the daily Closing Prices per share of Common
Stock for the 10 consecutive trading days commencing 15 days before such date.
If on any such date the shares of such Common Stock are not listed or admitted
for trading on any


                                      -25-
<PAGE>   28
national securities exchange or quoted on NASDAQ or a similar service, the
Current Market Price for such shares shall be the fair market value of such
shares on such date as determined in good faith by the Board of Directors of the
Corporation and shall be the value which is agreed upon by at least a majority
of the members thereof, or if such percentage of the members of the Board of
Directors of the Corporation are unable to agree upon the value of such
consideration, the value thereof shall be determined by an independent
investment bank of a nationally recognized stature that is selected by the
holders of a majority of the outstanding shares of Convertible Preferred Stock.

            "DISINTERESTED MEMBERS OF THE BOARD" shall mean the members of the
Corporation's Board of Directors other than the members designated by the
Whitney Funds and Golub (each as defined in the Stockholders Agreement) pursuant
to the terms of the Stockholders Agreement.

            "EXCHANGE ACT" shall mean the Securities and Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder.

            "GAAP" means generally accepted accounting principles in effect
within the United States.

            "GOVERNMENTAL AUTHORITY" shall mean the government of any nation,
state, city, locality or other political subdivision of any thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

            "INDEBTEDNESS" shall mean, as to any Person (a) all obligations of
such Person for borrowed money (including, without limitation, reimbursement and
all other obligations with respect to surety bonds, unfunded credit commitments,
letters of credit and bankers' acceptances, whether or not matured), (b) all
indebtedness, obligations or liability of such Person (whether or not evidenced
by notes, bonds, debentures or similar instruments) whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, or joint or several, that should be classified as liabilities in
accordance with GAAP consistently applied, including, without limitation, any
items so classified on a balance sheet and any reimbursement obligations in
respect of letters of credit or obligations in respect of bankers acceptances,
(c) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable and accrued commercial or
trade liabilities arising in the ordinary course of business, (d) all interest
rate and currency swaps, caps, collars and similar agreements or hedging devices
under which payments are obligated to be made by such Person, whether
periodically or upon the happening of a contingency, (e) all indebtedness
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (f) all obligations of
such Person under leases which have been or should


                                      -26-
<PAGE>   29
be, in accordance with GAAP consistently applied, recorded as capital leases,
(g) all indebtedness secured by any Lien (as defined in the Purchase Agreement),
other than Liens in favor of lessors under leases other than leases included in
clause (f) on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person
or is non-recourse to the credit of that Person, and (h) any Contingent
Obligation of such Person. The determination of the amount of the Indebtedness
at the relevant time of determination with respect to the Corporation and its
Subsidiaries shall be made on a consolidated basis in accordance with GAAP
consistently applied.

            "INITIAL CONVERSION PRICE" shall mean, with respect to each share of
Convertible Preferred Stock, $3.17626.

            "PUBLIC OFFERING" shall mean the sale in an underwritten offering by
the Corporation or any of its Subsidiaries of its Common Stock pursuant to a
registration statement on Form S-l or otherwise under the Securities Act that
has been filed under the Securities Act and declared effective by the Securities
and Exchange Commission.

            "ISSUE DATE" shall mean the date on which the shares of Convertible
Preferred Stock or Redeemable Preferred Stock, as the case may be, are issued.

            "LEGALLY AVAILABLE FUNDS" has the meaning assigned such term in
Section 2(A)(2)(a).

            "LIQUIDATION PREFERENCE" shall mean, with respect to each share of
Convertible Preferred Stock, an amount equal to the Original Issue Price per
share of Convertible Preferred Stock plus an amount equal to all unpaid accrued
or accumulated dividends (whether or not declared) on Convertible Preferred
Stock, to the final date of distribution or the Mandatory Redemption Date.

            "MANDATORY REDEMPTION DATE" has the meaning assigned such term in
Section 2(B)(5)(a).

            "NASDAQ" shall mean the National Association of Securities Dealers,
Inc.

            "ORGANIC TRANSACTION" has the meaning assigned such term in Section
2(A)(3)(b).

            "ORIGINAL ISSUE PRICE" shall mean $3.17626 per share for each of the
then outstanding shares of Convertible Preferred Stock or Redeemable Preferred
Stock, as the case may be, as may be adjusted for subdivisions or combinations,
of the Convertible Preferred Stock.

            "PERSON" shall mean any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture,


                                      -27-
<PAGE>   30
joint stock company, Governmental Authority or other entity of any kind, and
shall include any successor (by merger or otherwise) of any such entity.

            "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of March
15, 2001, by and among the Corporation and J.H. Whitney III, L.P., Whitney
Strategic Partners III, L.P., J. H. Whitney IV, L.P., LEG Partners III SBIC,
L.P. and LEG Partners Debenture SBIC, L.P., as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.

            "QUALIFIED PUBLIC OFFERING" means a Public Offering by the
Corporation or any of its Subsidiaries (a) with net cash proceeds to the
Corporation at least equal to $20,000,000, (b) with the allocated use of such
net cash proceeds set forth in the registration statement with respect thereto
including the redemption of Redeemable Preferred Stock in accordance with the
terms thereof, and (c) in respect of which the price per share of Common Stock
sold in such Public Offering is at least 3 multiplied by the Liquidation
Preference (subject to appropriate adjustment for any dividends, subdivisions,
combinations, reclassifications or like events affecting the Common Stock).

            "REDEEMABLE LIQUIDATION PREFERENCE" shall mean with respect to each
share of Redeemable Preferred Stock, $3.17626, plus an amount equal to all
unpaid accrued or accumulated dividends (whether or not declared) on Redeemable
Preferred Stock, to the final date of distribution or the Mandatory Redemption
Date.

            "REDEEMABLE PREFERRED STOCK" has the meaning assigned such term in
Section 1.

            "SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder.

            "SENIOR INDEBTEDNESS" means all Indebtedness of the Corporation and
its Subsidiaries currently outstanding or incurred in the future pursuant to any
borrowing by the Corporation or any of its Subsidiaries from any bank or
institutional lender having total assets (together with affiliates) in excess of
$500,000,000.

            "STOCKHOLDERS AGREEMENT" shall mean the Stockholders Agreement,
dated March 15, 2001, among the stockholders of the Corporation party thereto,
as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.

            "SUBSIDIARY" shall mean, with respect to any Person, a corporation
or other entity of which more than 50% of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by such Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Articles of Amendment shall refer to a Subsidiary or
Subsidiaries of the Corporation.


                                      -28-
<PAGE>   31
                  C.    COMMON STOCK.

                        1.    Voting Rights  Except as may otherwise be provided
by the Business Corporation Act of the State of Florida, by the Articles of
Incorporation or by any resolution adopted by the Board of Directors of the
Corporation pursuant to the authority conferred by Section IIA of this Article
2, the entire voting power of the shares of the Corporation for the election of
directors and for all other purposes, as well as all other rights pertaining to
shares of the Corporation, shall be vested exclusively in the Common Stock.
Each share of Common Stock shall have one vote upon all matters to be voted on
by the holders of Common Stock.

                        2.    Dividend Rights.  Subject to the prior rights of
holders of any class or series of capital stock of the Corporation at the time
outstanding as to dividends, the holders of Common Stock shall be entitled to
receive, as and when declared by the Board of Directors, out of any assets of
the Corporation legally available therefor, such dividends as may be declared
from time to time by the Board of Directors.

                        3.    Liquidation Rights.  Upon any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, subject to the prior rights of holders of any class or series of
capital stock of the Corporation then outstanding to a distribution of the
assets of the Corporation upon such a liquidation, dissolution or winding up,
the holders of Common Stock shall be entitled to participate ratably in the
remaining assets of the Corporation.

      ARTICLE 3.  AFFILIATED TRANSACTIONS.  The Corporation shall not be
governed by Section 607.0901 of the Florida Business Corporation Act.

      ARTICLE 4. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders of the Corporation shall be held on call of a majority of the
members of the Board of Directors of the Corporation and by such other persons
authorized in the Bylaws of the Corporation as in effect from time to time.
Special meetings may not be called by any other person except as provided by
law.

      ARTICLE 5.  RIGHT TO AMEND OR REPEAL ARTICLES OF INCORPORATION.  The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in these Articles of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights and powers herein conferred on
shareholders are granted subject to this reserved power.

      ARTICLE 6.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS.

            I.    Indemnification in Accordance with Bylaws.  The Corporation
shall indemnify its directors, officers,  employees and agents against
liabilities, damages, judgments, penalties, fines, settlements and reasonable
expenses (including attorneys fees) incurred in connection with the
Corporation's affairs, and shall advance such


                                      -29-
<PAGE>   32
expenses to any such directors, officers, employees and agents, to the full
extent permitted by law, and as more particularly set forth in the Corporation's
Bylaws. Such indemnification provisions of the Corporation's Bylaws may be
enacted and modified from time to time by resolution of the Corporation's Board
of Directors.

            II.   Effect of Modification.  Any repeal or modification of any
provision of this Article 9 by the shareholders of the Corporation shall not
adversely affect any right to indemnification of a director, officer, employee
or agent of the Corporation existing at the time of the such repeal or
modification.

            III.  Liability Insurance.  The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person's
status as such, whether or not the Corporation would have the power to indemnify
such person against liability under the provisions of this Article.

            IV.   No Rights of Subrogation.  Indemnification hereunder and under
the Bylaws shall be a personal right and the Corporation shall have no liability
under this Article 6 to any insurer or any person, corporation, partnership,
association, trust or other entity (other than the heirs, executors or
administrators of such person) by reason of subrogation, assignment or
succession by any other means to the claim of any person to indemnification
hereunder or under the Bylaws.

      ARTICLE 7.  EXERCISE OF CORPORATE POWER.  All corporate powers shall be
exercised solely by or under the authority of, and the business and affairs of
the Corporation shall be managed solely under the direction of the Board of
Directors.

      ARTICLE 8.  SEVERABILITY.  In the event any provision (including any
provision within a single article, section, paragraph or sentences) of the
Articles of Incorporation should be determined by a court of competent
jurisdiction to be invalid, prohibited or unenforceable for any reason, the
remaining provisions and parts hereof shall not be in any way impaired and shall
remain in full force and effect and enforceable to the fullest extent permitted
by law.


                                      -30-