NORTHEAST BANCORP
                     CONFORMED ARTICLES OF INCORPORATION


FIRST:   The name of the corporation is NORTHEAST BANCORP.

SECOND:	 The name of its Clerk, who must be a Maine resident, and the address 
         of its registered office shall be:  
         Ariel Rose Gill
         158 Court Street, Auburn, Maine  04212

THIRD:   The number of directors constituting the initial board of directors of
         the corporation is nine, as follows:
         Gordon M. Gillies, 3 Broad St, Bethel, Maine 04217
         E. Louise Lincoln, PO Box 527, Bethel, Maine 04217
         John W. Trinward, 8 Vernon St, Bethel, Maine 04217
         Stephen W. Wight, RFD 2, Box 1688, Bethel, Maine 04217
         Edmond J. Vachon, Paradise St, Bethel, Maine 04217
         Ronald C. Kendall, PO Box 1, Bethel, Maine 04217
         Norris T. Brown, Clark St, Bethel, Maine 04217
         Philip C. Jackson, 12 Smith St, Bethel, Maine 04217
         James D. Delamater, Route 121, Oxford, Maine 04270
                
FOURTH:	 The board of directors is authorized to increase or decrease the 
         number of directors.  The minimum number shall be nine directors and 
         the maximum number shall be fifteen directors.

FIFTH:   SHARES - There shall be 3,000,000 authorized shares of $1.00 par value
         Common Stock, which may be issued by the Corporation from time to time
         by vote of the Board without the approval of the holders of the Common
         Stock.  Upon payment of lawful consideration, such shares shall be 
         deemed to be fully paid and nonassessable.  Except as the Board shall 
         have otherwise specified or except as otherwise provided by law, 
         voting power shall be vested exclusively in the Common Stock.  The 
         holders of the Common Stock shall be entitled to one vote for each 
         share of Common Stock owned.  Dividends, as declared by the Board out 
         of lawfully available funds, shall be payable on the Common Stock 
         subject to any rights or preferences of the Preferred Stock.
                 
         There shall be 1,000,000 authorized shares of $1.00 par value 
         Preferred Stock which may be issued from time to time in one or more 
         series as may be determined by the Board of Directors of the 
         Corporation.  Each series of Preferred is to be distinctly designated 
         to distinguish the shares in the series from the shares of all other 
         series and classes.  The relative rights and preferences of the 
         Preferred Stock and the variations of rights and preferences between 
         different series of Preferred Stock may be fixed and determined by the
         Board of Directors by resolution or resolutions adopted prior to the 
         issuance of any shares of a particular series of Preferred Stock.  All
         shares of Preferred shall be identical except as to the following 
         relative rights and preferences, as to which there may be variations
         between different series:

         a. The rate of dividend;

         b. Whether shares may be redeemed and, if so, the redemption price and
            the terms and conditions of redemption;
          
         c. The amount payable upon shares in event of voluntary and 
            involuntary liquidation;

         d. Sinking fund provisions, if any, for the redemption or purchase of 
            shares;

         e. The terms and conditions, if any, on which shares may be converted;
            or
          
         f. Voting rights, if any.
           
         Upon any liquidation, dissolution or winding up of the affairs of the 
         Corporation, whether voluntary or involuntary, holders of Common Stock
         are entitled to receive pro rata the remaining assets of the 
         Corporation after the holders of Preferred Stock have been paid in 
         full any sums to which they may be entitled.

         There shall be no cumulative voting for Directors or otherwise.
                            
         
                    II.  INTERNAL AFFAIRS OF THE CORPORATION                 
                    ________________________________________
               
         Section 1. (a) Number, Qualifications and Term of Office.  
         _________________________________________________________
         Subject to the	provisions hereof relating to the initial Board, the 
         number of directors of the corporation shall be no less than 9 and no 
         more than 15.  The exact number of Directors within the minimum and 
         maximum limitations specified in the preceding sentence shall be fixed
         from time to time by the Board pursuant to a resolution adopted by the
         majority of the entire Board.  No decrease in the number of directors 
         constituting the Board shall shorten the term of any incumbent 
         director.  At the 1988 annual meeting of Shareholders, the Directors 
         shall be divided into three classes as nearly equal in number as 
         possible with the term of office of the first class to expire at the 
         1989 annual meeting of Shareholders, the term of office of the second 
         class to expire at the 1990 annual meeting of Shareholders and the 
         term of office of the third class to expire at the 1991 annual meeting
         of the Shareholders.  At each annual meeting of Shareholders following
         such initial classification and election, Directors elected to succeed
         those Directors whose terms expire shall be elected for a three year 
         term of office to expire at the third succeeding annual meeting of 
         Shareholders after their election.  Directors need not be Shareholders
         or residents of the State of Maine.
         
         (b) Vacancies.  
         ______________
         Any vacancy in the Board caused by death, resignation, retirement, 	
         disqualification, removal or other cause, shall be filled by a 
         majority vote of the remaining Directors, though less than a quorum.  
         A Director so chosen shall hold office for the unexpired term of their
         predecessors in office.  Any Directorship to be filled by reason of an
         increase in the authorized number of directors may be filled by the 
         Board for a term of office continuing only until the next election of 
         Directors by Shareholders.
           
         (c) Removal of Directors. 
         _________________________
         At any meeting of Shareholders called expressly for the purpose, any 
         Director may be removed from office by the affirmative vote of the 
         holders of seventy-five percent (75%) of the shares entitled to vote 
         or if removal is for cause, then by a majority of the shares then 
         entitled to vote.  For "cause" shall mean a final adjudication by a 
         court of competent jurisdiction that the Director (i) is liable for 
         negligence or misconduct in the performance of his duty, (ii) guilty 
         of a felony conviction, or (iii) has failed to act or has acted in a 
         manner which is in derogation of the Director's duties.
            
         (d) Nomination of Directors.  
         ____________________________
         In addition to the right of the Board to make nominations for the 
         election of Directors, nominations for the election of Directors may 
         be made by any Shareholder entitled to vote for the election of 
         Directors if that Shareholder complies with all of the following 
         provisions:
          
         a. Advance notice of such proposed nomination shall be received by
            the Secretary of the Corporation not less than thirty (30) days nor
            more than sixty (60) days prior to any meeting of the Shareholders 
            called for the election of the Directors; provided, however, that 
            if fewer than fourteen (14) days' notice of the meeting is given to
            Shareholders, such written notice of a proposed nomination shall be
            received not later than the close of the tenth day following the 
            day on which the notice of the meeting was mailed to Shareholders.
                    
         b. Each notice shall set forth (i) the name, age, business address 
            and, if known, residence address of each nominee proposed in such 
            notice, (ii) the principal occupation or employment of each such 
            nominee; and (iii) the number of shares of stock of the Corporation
            which are beneficially owned by each such nominee.  In addition, 
            the Shareholder making such nomination shall promptly provide any 
            other information reasonably requested by the Corporation.
                     
         c. The nomination made by a Shareholder may only be made in a meeting 
            of the Shareholders of the Corporation called for the election of 
            Directors at which such Shareholder is present in person or by 
            proxy, and can only be made by a Shareholder who has complied with 
            the notice provisions of (a) and (b) above.
                                   
         d. The Chairman of the meeting may in his discretion determine and
            declare to the meeting that a nomination was not made in accordance
            with the foregoing procedures, and if he should so determine, he 
            shall so declare to the meeting and the defective nomination shall 
            be disregarded.
                
         Section 2.  Voting for Business Combinations.  
         _____________________________________________
         (a)  Neither the Corporation nor any subsidiary of which the 
         Corporation owns at least a majority of the equity securities 
         ordinarily entitled to vote for the election of Directors 
         ("Subsidiary"), shall be a party to any of the transactions specified 
         herein (a "Business Combination") or enter into any agreement 
         providing for any Business Combination unless the conditions specified
         in (b), (c) and (d) below shall have been satisfied:

         (i)    any merger or consolidation (whether in a single transaction or
                a series of related transaction) other than a merger or 
                consolidation of the Corporation and any of its subsidiaries or
                a merger or consolidation of any subsidiaries of the 
                Corporation; or
                 
         (ii)   any sale, lease, exchange, transfer or distribution of all or
                substantially all or a substantial portion of the property or 
                assets of the Corporation or any of its subsidiaries, including
                its goodwill; or
                                 
         (iii)  the issuance of any securities, or of any rights warrants or 
                options to acquire any securities of the Corporation or any of 
                its subsidiaries, to any Shareholders other than by stock 
                dividend declared and paid to all Shareholders of the 
                Corporation or pursuant to an employee stock ownership plan or 
                an employee stock option plan established by the Corporation; 
                or
                   
         (iv)   any reclassification of the stock of the Corporation or any of 
                its subsidiaries or any recapitalization or other transaction 
                (other than a redemption of stock) which has the effect, 
                directly or indirectly, of increasing the proportionate share 
                of stock of the Corporation or any of its subsidiaries held by 
                any person; or
                                     
         (v)    the dissolution of the Corporation or any subsidiary thereof or
                any partial or complete liquidation of the Corporation or any 
                subsidiary thereof.
                                            
         (b)  The vote of the holders of at least eighty percent (80%) of the 
         outstanding shares entitled to vote for the election of Directors 
         shall be required to approve or authorize any Business Combination to 
         which the Corporation or any Subsidiary is party unless the aggregate 
         of the cash and fair market value of the consideration to be paid to 
         all the holders of the Common Stock of the Corporation in connection 
         with the Business Combination (when adjusted for stock splits, stock 
         dividends, reclassification of shares or otherwise) shall be equal to 
         the highest price per share paid by the other party or parties to the
         Business Combination (the "Acquiring Party") in acquiring any of the 
         Corporation's Common Stock; provided however, that the consideration 
         to be paid to the holders of the Common Stock of the Corporation shall
         be in the same form as that paid by the Acquiring Party in acquiring 
         the shares of the Common Stock held by it except to the extent that 
         any Stockholder of the Corporation shall otherwise agree.
                                 
         (c)  Subject to the provisions in (b) above, the vote of the holders 
         of at least seventy-five percent (75%) of the outstanding shares 
         entitled to vote for the election of Directors shall be required to 
         approve or authorize any Business Combination to which the Corporation
         or any Subsidiary is a party unless the Business Combination shall 
         have been approved by at least two-thirds (2/3) of the Directors of 
         the Corporation who are not affiliated with, or Shareholders of, the 
         Acquiring Party.
                               
         In connection with the exercise of its judgment in determining what is
         in the best interests of the Corporation and of the Shareholders, when
         evaluating a Business Combination or a proposal by another person or 
         persons to make a Business Combination or a tender or exchange offer, 
         the Board may, in addition to considering the adequacy of the amount 
         to be paid in connection with any such transaction, consider all of 
         the following factors and other factors which it deems relevant:  (i)
         the social and economic effects of the transaction on the Corporation 
         and its subsidiaries, employees, depositors, loan and other customers,
         creditors and other elements of the communities in which the	
         Corporation and its subsidiaries operate or are located; (ii)  the 
         business and financial condition and earnings prospects of the 
         acquiring person or persons, including but not limited to debt service
         and other existing financial obligations, financial obligations to be 
         incurred in connection with the acquisition, and other likely 
         financial obligations of the acquiring person or persons, and the 
         possible effect of such conditions upon the Corporation and its 
         subsidiaries and the other elements of the communities in which the 
         Corporation and its subsidiaries operate or are located; and (iii) the
         competence, experience and integrity of the acquiring person or 
         persons and its or their management.
                 
         (d)  In the event that all of the conditions set forth in (b) and (c) 
         above are met, the Corporation or any Subsidiary may enter into any 
         Business Combination under the terms and conditions specified in the 
         Maine Business Corporation Act.
                     
         (e) 	The affirmative vote of the holders of at least eighty percent 
         (80%) of all of the shares of the Corporation entitled to vote for the
         election of Directors shall be required to amend or repeal, or to 
         adopt any provisions in contravention of or inconsistent with this 
         Section 2, notwithstanding the fact that a lesser percentage may be 
         specified by law.
                              
         Section 3.  Special Meetings and Consent Meetings.  
         __________________________________________________
         Special meetings of the Shareholders may be called by the Chairman, 
         President, the Board, or by the Secretary upon written request of the 
         holders of not less than ten percent (10%) of all the shares entitled 
         to vote.

         Section 4.  Acquisition of Stock.  
         _________________________________
         (a)  Restrictions on Offers and Acquisitions. 
         _____________________________________________
         For a period of five (5) years from the effective date of the 
         conversion, no person shall directly or indirectly offer to acquire or
         acquire the beneficial ownership of (i) more than ten percent (10%) of
         the issued and outstanding shares of any class of an equity security 
         of the Corporation; (ii) more than ten percent (10%) of any class of 
         securities convertible into, or exercisable for, any class of an 
         equity security of the Corporation; (iii) any securities convertible 
         into, or exercisable for, any equity securities of the Corporation if 
         assuming conversion or exercise by such person of all securities of 
         which such person is the beneficial owner which are convertible into, 
         or exercisable for, such equity securities (but of no securities 
         convertible into, or exercisable for, such equity securities of which 
         such person is not the beneficial owner), such person would be the 
         beneficial owner of more than ten percent (10%) of any class of an 
         equity security of the Corporation.
         
         For the same five year period, each share beneficially owned in 
         violation of the foregoing percentage limitation, as determined by the
         Board, shall not be voted by any person or counted as voting shares in
         connection with any matter submitted to the shareholders for a vote.

         For the purposes of this Section 4:
            
         (i)    The term "person" shall mean and include any individual, group
                acting in concert, Corporation, partnership, or other 
                organization or entity, together with its affiliates and 
                associates; and
                       
         (ii)   The term "offer" includes every offer to buy or acquire, 
                solicitation of an offer to sell, tender offer for, or request 
                or invitation for tenders of, a security (including, without 
                limitation, shares of any class of capital stock of the 
                Corporation) or interest in a security for value.
                              
         (iii)  The term "conversion" shall mean the completed process whereby
                Bethel Savings, FSB Bank will be converted from a federally 
                chartered mutual savings bank to a federally charted stock 
                savings bank and Bethel Bancorp shall become the holding 
                company for Bethel Savings Bank, FSB.
                         
         (b) Exclusion for Underwriters, Directors, Officers and Employees. 
         __________________________________________________________________
         The restriction contained in this Section 4 shall not apply to any 
         offer	with a view toward public resale made exclusively to the 
         Corporation or	the underwriters or a selling group acting on its 
         behalf.  In addition, the Directors, Officers and employees of the
         Corporation or any subsidiary thereof shall not be deemed to be a 
         group with respect to their individual acquisition of equity stock of 
         the Corporation.
               
         (c) Readoption of Restriction by Shareholders.  
         ______________________________________________
         This Section 4 may be readopted for additional one-year or longer	
         periods by vote of the holders of a majority of the outstanding voting
         shares present or represented at a duly convened annual or special	
         meeting of Shareholders of the Corporation.

         (d) Exception in Cases of Advance Approval.  
         ___________________________________________
         This Section 4 shall not apply to any offer or acquisition referred to
         in (a) above if such offer or acquisition was approved in advance of 
         such offer or acquisition by two-thirds (2/3) of the entire Board 
         utilizing the standard set forth in Section 2(c).
                     
         (e) Enforcement of this Section 4.  
         __________________________________
         The Corporation may by law or by resolution of the Directors adopt 
         such provisions or resolutions as are necessary to provide for the
         enforcement of this Section 4.
                   
         (f) Amendments of this Section 4.  
         _________________________________
         Notwithstanding any other provisions of these Articles of 
         Incorporation or the By-Laws of the Corporation, and notwithstanding 
         the fact that some lesser percentage may be specified by law, this 
         Section 4 shall not be amended, altered, changed or repealed without:
                                         
         a.  the affirmative vote of two-thirds (2/3) of the Board; and
                           
         b.  the affirmative vote by the holders of at least two-thirds (2/3)
             of the outstanding shares entitled to vote.
                               
         This vote shall be in addition to any vote of the Preferred Stock as 
         may be required by the provisions of any series thereof or applicable 
         by law.

         The readoption of Section 4 for additional one-year or longer periods,
         as provided in (c) above, shall not be an amendment, alteration or 
         change for the	purposes of this paragraph.
                       
         Section 5.  Amendments.  
         _______________________
         (a)   Amendments to Articles of Incorporation.  
         ______________________________________________
         Except as otherwise provided for in the Articles above, the 
         affirmative vote of the holders of at least two-thirds (2/3) of all of
         the shares of the Corporation entitled to vote for the election of 
         Directors, shall be required to amend or repeal, or to adopt any 
         provision in contravention of or inconsistent with these Articles 
         notwithstanding the fact that a lesser percentage may be specified by
         law.
                
         (b) Amendments to By-Laws.  
         __________________________
         The By-Laws of the Corporation may be amended at any time by the 
         affirmative vote of a majority of the entire Board, subject to repeal,
         change or adoption of any contravening or inconsistent provision only 
         by vote of the holders of at least two-thirds (2/3) of all the shares 
         entitled to vote on the matter at a meetings expressly called for that
         purpose.
               
         Section 6.  Right of Shareholders Following Control Transaction.
         ________________________________________________________________
         The provisions of Me. Rev. Stat. Ann. Title 13-A, Section 910 shall 
         not be applicable to the Corporation.

                                    SUMMARY

        The aggregate par value of all authorized shares (of all classes) 
        having a par value is $4,000,000.  The total number of authorized 
        shares (of all classes) without par value is zero shares.

SIXTH:  Meetings of the shareholders may be held outside the State of Maine.
            
SEVENTH:There are no preemptive rights.

                     	RESOLUTION OF THE BOARD OF DIRECTORS
                              OF BETHEL BANCORP
                 ESTABLISHING THE RIGHTS AND PREFERENCES OF THE 
                     CONVERTIBLE PREFERRED STOCK, SERIES A.

     WHEREAS, Bethel Bancorp (the "Corporation") has entered into a Stock 
Purchase Agreement dated as of September 17, 1990 (the "Stock Purchase 
Agreement") by and between the Corporation and Square Lake Holding Corporation 
(the "Purchaser"), pursuant to which the Corporation will sell, and the 
Purchaser will buy, certain shares of the Corporation's Series A Preferred 
Stock, as defined below (the "Stock Purchase"); and 
                 
     WHEREAS, the Corporation intends to effect the Stock Purchase in part 
through the designation and issuance of such preferred stock; and

     WHEREAS, the Articles of Incorporation of the Corporation (the "Articles")
authorize the issuance of up to 1,000,000 shares, $1.00 par value per share, of
preferred stock and the Board of Directors of the Corporation has the authority
to issue preferred stock in one or more series and to fix and determine the 
relative rights and preferences of the shares of any series of preferred stock 
so established, including the rate of dividend, whether shares of such series 
may be converted or redeemed, and, if so, the terms and conditions of 
conversion or redemption, the amount payable upon shares in event of voluntary 
and involuntary liquidation with respect to shares of such series, sinking fund
provisions, if any, for the redemption or purchase of shares of such series, 
voting rights, if any, and the number of shares constituting any series without
any further action by shareholders of the Corporation.
            
     NOW, THEREFORE, BE IT RESOLVED THAT a series of preferred stock shall be
established with the following terms, rights and preferences: 

     1.  Designation.
     ________________
     Forty Five Thousand Four Hundred Fifty Four (45,454) shares of the 
preferred stock of the Corporation are hereby constituted as a series of 
preferred stock, designated as Convertible Preferred Stock, Series A 
(hereinafter called the "Series A Preferred Stock").  The number of shares of 
Series A Preferred Stock may not be increased but may be decreased by a 
resolution duly adopted by the Board of Directors, but not below the number of 
shares of Series A Preferred Stock then outstanding.
              
     2.  Dividends.
     ______________ 
     Holders of shares of the Series A Preferred Stock shall be entitled to 
receive cumulative cash dividends, when, as and if declared by the Board of 
Directors of the Corporation out of funds legally available therefor, payable 
at a rate equal to the prime rate of the First National Bank of Boston,as 
announced by such bank from time to time (or if such rate is no longer 
announced or available, the prime rate of some other national bank 
headquartered in Boston, Massachusetts to be designated by the Board of 
Directors of the Corporation), less two percent (2%), provided however, that in
no event shall such rate be less than seven percent (7%) per annum based on 
$22.00 value per share.  Dividends shall be cumulative and shall be determined 
and payable quarterly on the first day of January, April, July and October in 
each year.  The dividend earned in the period from the issue date to the first
quarterly payment date will be prorated.  If the dividend accrued on the Series
A Preferred Stock for any dividend period shall not have been paid or set apart
in full for the Series A Preferred Stock, the aggregate deficiency shall be 
cumulative and shall be fully paid or set apart for payment before any 
dividends shall be paid upon or set apart for payment on any class of common 
stock of the Corporation.  Accumulations of dividends on the Series A Preferred
Stock shall not bear interest.  No dividends shall be paid upon, or declared or
set apart for, any shares of Series A Preferred Stock if the Board of Directors
shall have failed duly and lawfully to declare and pay in full all accumulated 
dividends required to be paid to the holders of the Series A Preferred Stock 
for all past dividend periods.

     3.  Amount Payable on Liquidation.
     __________________________________
     The amount per share to which the holders of the shares of Series A 
Preferred Stock shall be entitled to receive for purposes of paragraph (c) of 
Part I of Exhibit B to the Articles is $22.00 per share, plus an amount equal 
to all dividends (whether or not earned or declared) accrued and unpaid thereon
to the date of final distribution, before any payment and distribution shall be
made to the holders of any class of common stock of the Corporation.
             
     4.  Conversion.
     _______________
    	(a)  At the option of the holder, any share of Series A Preferred Stock 
(a "Share") may, at any time, be converted into shares of the Common Stock of 
the Corporation (the "Common Stock") as hereinafter provided.  In order to 
exercise the conversion privilege, the holder of any Share to be converted 
shall surrender such Share to the Corporation, together with the conversion 
notice in the form provided on the Shares duly executed.  As promptly as 
practicable after the surrender of such Share for conversion as aforesaid, the 
Corporation shall issue and shall deliver to such holder, or on his written 
order, a certificate or certificates for the number of full shares of Common 
Stock issuable upon the conversion of such Share or portion thereof and a check
or cash in respect of any fraction of a share of Common Stock issuable upon 
such conversion.  Such conversion shall be deemed to have been effected on the 
date on which such notice shall have been received and such Share shall have 
been surrendered as aforesaid, and the person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall be issuable 
upon such conversion shall be deemed to have become on said date the holder or 
holders of record of the shares represented thereby; provided however, that any
such surrender on any date when the stock transfer books of the Corporation 
shall be closed shall constitute the person or persons in whose name or names 
the certificates are to be issued as the record holder or holders thereof for 
all purposes on the next succeeding day on which such stock transfer books are 
open.  In the event the holder of any Share elects to exercise the conversion
privilege as to any Shares, he shall be required to exercise such privilege as 
to the lesser of 100 Shares or all Shares beneficially owned by such 
shareholder.

     (b)  The Corporation shall not be required to issue fractions of shares of
Common Stock upon conversion of Shares.  If more than one Share shall be 
surrendered for conversion at any time by the same holder, the number of full 
shares which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate number of the Shares so surrendered.  If any fractional 
interest in a share of Common Stock would be deliverable upon the conversion of
any Share or Shares, the Corporation shall make an adjustment therefor in cash 
equal to the same fraction of the current market price of the Common Stock (as 
defined in Section 4(e) (4)).

     (c)  The conversion ratio in the case of conversion pursuant to Section 
4(a) shall be one (1) share of the Corporation's common stock for one (1) share
of the Series A Preferred Stock.

     (d)  The Corporation shall at the time of conversion pursuant to Section 4
(a) pay to the holder of record of any share of Series A Preferred Stock any 
dividend accrued and unpaid on the Series A Preferred Stock.  No dividends 
shall be paid or set apart for payment on any class of Common Stock of the 
Corporation or, in the case of optional conversion, on any remaining shares of 
Series A Preferred Stock unless all accrued and unpaid dividends due to the 
former holders of Series A Preferred Stock have been fully paid or set apart 
for payment.
           
     (e)  The conversion ratio shall be adjusted from time to time as follows:
                  
          (1)  In case the Corporation shall (i) pay a dividend in shares of 
     its Common Stock, (ii) subdivide its outstanding shares of Common Stock, 
     (iii) combine its outstanding shares of Common Stock into a smaller number
     of shares, or (iv) issue by reclassification of its shares of Common Stock
     any shares of stock of the Corporation, the conversion privilege and 
     conversion ratio in effect immediately prior thereto shall be adjusted so 
     that the holder of any Share thereafter surrendered for conversion shall 
     be entitled to receive the number of shares of Common Stock which he would
     have owned or have been entitled to receive after the happening of any of 
     the events described above, had such Share been converted immediately 
     prior to the record date for such dividend or the effective date of such 
     other event, as the case may be.
                                   
          (2)  In case the Corporation shall issue rights or warrants to all 
     holders of shares of its Common Stock entitling them (for a period 
     expiring within 45 days of the record date mentioned below) to subscribe 
     for or purchase shares of Common Stock at a price per share less than the 
     current market price per share of Common Stock (as defined in subdivision 
     (4) below) on the record date mentioned below, the conversion ratio shall 
     be adjusted so that the same shall equal the ratio determined by 
     multiplying the conversion ratio in effect immediately prior to the date 
     of issuance of such rights or warrants by a fraction of which the 
     numerator shall be the number of shares of Common Stock outstanding on the
     date of issuance of such rights or warrants plus the number of additional 
     shares of Common Stock offered for subscription or purchase and of which 
     the denominator shall be the number of shares of Common Stock outstanding 
     on the date of issuance of such rights or warrants plus the number of 
     shares of Common Stock which the aggregate exercise price of the shares of
     Common Stock called for by all such rights or warrants, would purchase at 
     such current market price.  Such adjustment shall become effective 
     immediately after the record date for the determination of stockholders 
     entitled to receive such rights or warrants.

          (3)  In case the Corporation shall distribute to all holders of 
     shares of its Common Stock evidences of its indebtedness or securities or 
     assets (excluding cash dividends, or dividends payable in shares of Common
     Stock) or rights to subscribe (excluding those referred to in subdivision 
     (2) above), then in each such case the conversion ratio shall be adjusted 
     so that the same shall equal the ratio determined by multiplying the 
     conversion ratio in effect immediately prior to the date of such 
     distribution by a fraction of which the numerator shall be the current 
     market price per share (determined as provided in subsection (4) below)  
     of the Common Stock on the record date mentioned below plus the then 
     current fair market value (as determined by the Board of Directors of the 
     Corporation, whose determination shall be conclusive)  of the portion of 
     the assets or evidences of indebtedness so distributed or of such 
     subscription rights applicable to one share of Common Stock, and the 
     denominator shall be such current market price per share of the Common 
     Stock.

          (4)  For the purpose of any computation under	subdivisions (2) and 
     (3) above, the current market price per share of Common Stock at any date 
     shall be deemed to be the	average of the closing bid and asked prices as 
     reported by the National Association of Securities Dealers Automated	
     Quotation System on the last business day immediately preceding the day in
     question.
                
          (5)  Except as herein otherwise provided, no adjustment in the 
     conversion ratio shall be made by reason of the issuance, in exchange for 
     cash, property or services, of shares of Common Stock, or any securities 
     convertible into or exchangeable for shares of Common Stock, or carrying 
     the right to purchase any of the foregoing.

     (f)  In case of any reclassification or change of outstanding shares of 
Common Stock (other than a change in par value, or from par value to no par 
value, or from no par value to par value, or as a result of a subdivision or 
combination), or in case of any consolidation of the Corporation with one or 
more other corporations (other than a consolidation 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 in case of the merger of the 
Corporation into another corporation, or in case of any sale or conveyance to 
another corporation of the property of the Corporation as an entirety or 
substantially as an entirety, the Corporation, or such successor or purchasing 
corporation, as the case may be the holder of each Share then outstanding shall
have the right to convert such Share into the kind and amount of shares of 
stock and other securities and property receivable upon such reclassification, 
change, consolidation, merger, sale or conveyance by a holder of the number of 
shares of Common Stock into which such Share might have been converted 
immediately prior to such reclassification, change, consolidation, merge, sale 
or conveyance.

     (g)  The Corporation shall at all times reserve and keep available out of 
its authorized but unissued shares, for the purpose of effecting the conversion
of the Shares, such number of its duly authorized shares of Common Stock as 
shall from time to time be sufficient to effect the conversion of all 
outstanding Shares.


     If any shares of Common Stock reserved or to be reserved for the purpose 
of the conversation of Shares hereunder require registration with or approval 
of any governmental authority under any federal or state law before such shares
may be validly issued upon conversion, then the Corporation covenants that it 
will in good faith and as expeditiously as possible endeavor to secure such 
registration or approval, as the case may be.

     The Corporation covenants that all shares of Common Stock which may be 
issued upon conversion of Shares shall upon issue be fully paid and 
non-assessable by the Corporation and free from all taxes, liens and charges 
with respect to the issue thereof.

     (h)  If, and whenever, any event not specified herein occurs which, in the
opinion of the Board of Directors of the Corporation, requires a change in the 
conversion ratio of the Shares or in the property deliverable upon conversion 
of the Shares, in order to carry out the purposes of these conversion 
provisions, said Board of Directors will direct such change in the manner, or 
as nearly as may be in the manner, provided for other changes therein.

     5.  Shares to be Retired.
     _________________________
     All shares of Series A Preferred Stock converted to Common  Stock of the 
Corporation pursuant to Section A herein shall be retired and shall be restored
to the status of authorized but unissued shares of preferred stock, without 
designation as to series, and may thereafter be issued, but not as shares of 
Series A Preferred Stock.

     6.  Voting Rights.
     __________________
     (a)  Except as hereinafter in this Section 6 expressly provided for and as
otherwise from time to time required by the laws of the State of Maine, the 
holders of the outstanding Series A Preferred Stock shall have the right, 
voting as a single class with the holders of the Corporation's Common Stock, to
vote on all matters presented for a shareholder vote.  Each holder of Series A
Preferred Stock shall be entitled to one vote for each share held.

     So long as any shares of Series A Preferred Stock remain outstanding, the 
consent of the holders of at least a majority of the shares of Series A 
Preferred Stock outstanding at the time (voting separately as a class with all 
other affected series of Preferred Stock ranking on a parity with the Series A 
Preferred Stock either as to dividends or the distribution of assets upon 
liquidation, dissolution or winding up and upon which like voting rights have 
been conferred and are exercisable)  given in person or by proxy either in 
writing or at any special or annual meeting called for the purpose, shall be 
necessary to permit, effect or validate any one or more of the following:

          (i)  the authorization, creation or issuance of a new class or 
     series of stock having rights, preferences or privileges prior to the 
     shares of the Series A Preferred Stock as to dividends or the distribution
     of assets upon liquidation, dissolution or winding up, or any increase in 
     the number of authorized shares of any class or series having rights, 
     preferences or privileges prior to the shares of Series A Preferred Stock 
     as to dividends or the distribution of assets upon liquidation, 
     dissolution or winding up; and 
                             
          (ii)  the amendment, alteration or repeal, whether by	merger, 
     consolidation or otherwise, of any of the provisions of Articles of 
     Incorporation of the Corporation or of this resolution which would 
     materially and adversely affect any right, preference, privilege or voting
     power of the Series A Preferred Stock or of the holders thereof; provided,
     however, that any increase in the amount of authorized common stock or 
     authorized preferred stock or the creation and issuance of other series of
     common stock or preferred stock, in each case ranking on a parity with or 
     junior to the Series A Preferred Stock with respect to the payment of 
     dividends and the distribution of assets upon liquidation, dissolution or 
     winding up, shall not be deemed to materially and adversely affect such 
     rights, preferences, privileges or voting powers.

     (b)  For the purposes of this Section, a new class or series of stock 
shall not be considered to have rights, preferences or privileges prior to the 
shares of the Series A Preferred Stock solely by reason of a difference in the 
dividend rate payable on such new class or series.