AMENDMENT TO DESIGNATION
                                       OF
                      SERIES H CONVERTIBLE PREFERRED STOCK
                                       OF
                             ATSI MERGER CORPORATION
                               (The "Corporation")


13.  Nominees.  For  the  purpose of securing the stockholders against fraud and
     --------
manipulation,  no  share  of  the  Series  H  Convertible Preferred Stock of the
Corporation may be registered on the books and records of the Corporation in the
name  of  any  nominee  or  sold, transferred or otherwise held in the name of a
nominee.  Each  share  of the Corporation's Series H Convertible Preferred Stock
from  time  to  time  outstanding  shall  be  registered  on  the  books  of the
Corporation  by  the beneficial owner thereof and no person whose shares are not
so  registered shall have any right to vote, receive notice of meetings, receive
dividends  or other distributions relating to such shares or exercise any of the
rights of the holder of the shares of Series H Convertible Preferred Stock until
they  are  so  registered  on  the  books  and  records of the Corporation.  All
certificates  representing shares of the Series H Convertible Preferred Stock of
the Corporation shall bear a restrictive legend restricting the transfer thereof
in accordance with this provision.  As used herein, the terms "beneficial owner"
shall mean the person or group who has the sole or joint right to dispose of the
shares  or direct the disposal of shares, the sole or joint economic interest in
the  shares,  or  the  sole  or  joint right to receive or direct the receipt of
dividends  or  other distributions relating to the shares.  Without limiting the
foregoing, the following persons shall be presumed to be nominees for beneficial
owners: The Depository Trust Corporation, The Canadian Depository for Securities
Limited,  Cede  &  Co.