EXHIBIT 4.3


"A.  Classes and Number of Shares.

     The  total  number of shares of stock  which  the  Corporation  shall  have
authority to issue is 117,000,000  shares.  The classes and the aggregate number
of shares of stock of each class which the  Corporation  shall have authority to
issue are as follows:

     1.   Eighty-Five  million  (85,000,000)  shares of Common  Stock with a par
          value of $.0001 per share.

     2.   Four million  (4,000,000) shares of Class B Common Stock, having a par
          value of $.0001 per share.

     3.   Ten million  (10,000,000) shares of Class C Common Stock, having a par
          value of $.0001 per share.

     4.   Ten million (10,000,000) shares of Preferred Stock, having a par value
          of $.001 per share. The Preferred Stock shall have such voting powers,
          full  or  limited,   or  no  voting  powers,  and  such  designations,
          preferences  and  relative,  participating,  optional or other special
          rights and  qualifications,  limitations or  restrictions  as shall be
          stated and expressed in the  resolution or  resolutions  providing for
          the  issuance of such stock  adopted by the board of  directors of the
          Corporation.

     5.   Eight  million  (8,000,000)  shares  of Class A  Non-voting  Preferred
          Stock, having a par value of $.0001 per share."