8-K

                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.

                             FORM 8-K

                            CURRENT REPORT

          PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
                       EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): April 14, 1998

             CREATIVE RECYCLING TECHNOLOGIES, INC. 
     (Exact name of registrant as specified in its charter)

     GEORGIA                0-28704              84-1122431
(State or other jurisdic  (Commission File      (IRS Employer
 tion of incorporation)      Number)           Identification No.)

    3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
     (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770)729-9010

             CLASSIC RESTAURANTS INTERNATIONAL, INC. 
  (Former name or former address, if changed since last report)




ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

          Not Applicable.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          Not Applicable.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.

          Not Applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING 
          ACCOUNTANTS.

          Not Applicable.

ITEM 5.   OTHER EVENTS.

          On April 13, 1998, Classic Restaurants International, Inc. 
("Classic") held a special meeting of shareholders for the purpose of 
voting on a proposal to change Classic's state of incorporation by 
merging Classic with and into Creative Recycling Technologies, Inc. 
("CRT"), a Georgia corporation, pursuant to an Agreement and Plan of 
Merger dated March 13, 1998. At the special meeting, the shareholders of 
Classic approved the merger. The effective date of the merger was April 
14, 1998 when Articles of Merger were filed with the Secretaries of State 
of the States of Colorado and Georgia.  As of the effective date of the 
merger, Classic ceased to exist as a separate legal entity, and CRT 
assumed, and became the owner of, all of the liabilities and assets of 
Classic by operation of law.  Under the Agreement and Plan of Merger, 
common and preferred shareholders of Classic are entitled to receive, for 
each share of common or preferred stock which they own in Classic, one 
share of common or preferred stock in CRT which has the same rights, 
preferences and limitations as the shares which they owned in Classic 
immediately before the effective date of the merger.  Pursuant to Rule 
12g-3(a) promulgated under the Securities Exchange Act of 1934, the Class 
A Common Shares of CRT issued in the merger to holders of Class A Common 
Stock in Classic are deemed registered under Section 12 of the Securities 
Exchange Act.  Pursuant to Rule 145(a)(2) promulgated under the 
Securities Act of 1933, the issuance of shares of CRT to shareholders of 
Classic was exempt from registration under Section 5 of the Securities 
Act of 1934 because the sole purpose of the transaction was to change 
Classic's state of incorporation solely within the United States.

	On April 13, 1998, the board of directors of CRT approved a 1 for 
20 reverse split of its Class A Common Stock and Class B Common Stock, 
which split became effective as of the close of business on April 13, 
1998.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.

          Not Applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

      (a) Financial statements of businesses acquired: Not Applicable. 

      (b) Pro forma financial information: Not Applicable.

      (c) Exhibits:

          2.1    Agreement and Plan of Merger by and between 
                 Classic Restaurants International, Inc. and Creative
                 Recycling Technologies, Inc.
                          
          2.2    Plan of Recapitalization of Creative Recycling 
                 Technologies, Inc.

          3.1    Articles of Incorporation of Creative Recycling
                 Technologies, Inc.

          3.2    Bylaws of Creative Recycling Technologies, Inc.

ITEM 8.   CHANGE IN FISCAL YEAR.

          Not Applicable.

ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

          Not Applicable.

                         SIGNATURES

        Pursuant to the requirements of the Securities  Exchange Act of 
1934, the  registrant  has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

                                 CLASSIC RESTAURANTS
                                 INTERNATIONAL, INC.



Date: April 17, 1998              By:/s/James Robert Shaw
                                   James Robert Shaw
                                   co-President

EX-2.1

                     AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER (the "Agreement") dated this 13th day 
of March 1998, by and between CLASSIC RESTAURANTS INTERNATIONAL, INC., a 
Colorado corporation ("Classic") and CREATIVE RECYCLING TECHNOLOGIES, 
INC., a Georgia corporation ("Creative").

     WHEREAS, the Boards of Directors of Creative and Classic deem it 
advisable and in the best interests of Creative and Classic that Classic 
merger with and into Creative (the "Merger"); and

     WHEREAS, the Boards of Directors of Creative and Classic have 
approved and adopted this Agreement as a "plan of reorganization" within 
the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as 
amended;  

     NOW, THEREFORE, in consideration of the premises and the mutual 
agreements, provisions, and conditions contained herein, and for other 
good and valuable consideration, the adequacy  and receipt of which are 
hereby acknowledged, the parties hereto agree that Classic shall be 
merged with and into Creative, the latter of which shall continue its 
corporate existence and be the corporation surviving the Merger, upon 
and subject to the following terms and conditions:

                                ARTICLE I
                               DEFINITIONS

     As used in this Agreement, the following terms shall have the 
following meanings, unless the context shall otherwise require:

(a)"Classic Stock" shall collectively mean the Classic Class A Common 
Stock, the Classic Class B Common Stock, the Classic Series A Preferred 
Stock, the Classic Series B Preferred Stock, the Classic Series C 
Preferred Stock and the Classic Series D Preferred Stock.

(b)"Classic Class A Common Stock" shall mean the Class A Common Stock, no 
par value, of Classic, as more fully described in the Articles of 
Incorporation of Classic.

(c)"Classic Class B Common Stock" shall mean the Class B Common Stock, no 
par value, of Classic, as more fully described in the Articles of 
Incorporation of Classic.

(d)"Classic Series A Preferred Stock" shall mean the Series A Convertible 
Preferred Stock of Classic, as more fully described in the Articles of 
Incorporation of Classic.

(e)"Classic Series B Preferred Stock" shall mean the Series B Convertible 
Preferred Stock of Classic, as more fully described in the Articles of 
Incorporation of Classic.

(f)"Classic Series C Preferred Stock" shall mean the Series C Convertible 
Preferred Stock of Classic, as more fully described in the Articles of 
Incorporation of Classic.

(g)"Classic Series D Preferred Stock" shall mean the Series D Convertible 
Preferred Stock of Classic, as more fully described in the Articles of 
Incorporation of Classic.

(h)"Creative Stock" shall collectively mean the Creative Class A Common 
Stock, the Creative Class B Common Stock, the Creative Series A Preferred 
Stock, the Creative Series B Preferred Stock, the Creative Series C 
Preferred Stock and the Creative Series D Preferred Stock.

(i)"Creative Class A Common Stock" shall mean the Class A Common Stock, 
no par value, of Creative, as more fully described in the Articles of 
Incorporation of Creative.

(j)"Creative Class B Common Stock" shall mean the Class B Common Stock, 
no par value, of Creative, as more fully described in the Articles of 
Incorporation of Creative.

(k)"Creative Series A Preferred Stock" shall mean the Series A 
Convertible Preferred Stock of Creative, as more fully described in the 
Articles of Incorporation of Creative.

(l)"Creative Series B Preferred Stock" shall mean the Series B 
Convertible Preferred Stock of Creative, as more fully described in the 
Articles of Incorporation of Creative.

(m)"Creative Series C Preferred Stock" shall mean the Series C 
Convertible Preferred Stock of Creative, as more fully described in the 
Articles of Incorporation of Creative.

(n)"Creative Series D Preferred Stock" shall mean the Series D 
Convertible Preferred Stock of Creative, as more fully described in the 
Articles of Incorporation of Creative.

(o)"Effective Date" shall mean the date on which Articles of Merger are 
filed with the Secretaries of State of the States of Georgia and 
Colorado, or such other date as is designated therein.

(p)"Record Date" shall mean the date(s) fixed by the Board of Directors 
of Classic for determination of the shares entitled to notice of and to 
vote at the Shareholder Meeting. 

                               ARTICLE II
                      GENERAL TERMS AND PROVISIONS

     Section 2.01 Effectiveness. At the Effective Date, Classic shall be 
merged with and into Creative, which shall be the surviving corporation.  
Creative shall issue new Creative Stock in exchange for all of the 
outstanding Classic Stock on the terms provided herein.

     Section 2.02 Directors and Officers of Creative.  At the Effective 
Date, the Board of Directors of Creative shall be five members, and shall 
be composed of the existing members of the Board of Directors of Classic, 
being James Robert Shaw, June Cuba, Ronald Lambert, Frank Pringle, and 
Benjamin Silber, who shall hold such positions until the next annual 
meeting of the Board of Directors of Creative.

     Section 2.03 Taking of Necessary Action. Creative and Classic shall 
take all such actions as may be necessary or appropriate in order to 
effectuate the transactions contemplated by this Agreement. If, at any 
time after the Effective Date, any further action is necessary or 
desirable to carry out the purposes of this Agreement or to vest Creative 
with title to any or all of the properties, assets, rights, approvals, 
immunities, and franchises of Classic, the officers and directors of 
Classic and its subsidiaries, at the expense of Creative, shall take such 
necessary or desirable action.

                              ARTICLE III
                          EXCHANGE OF SHARES

     Section 3.01 Exchange Ratio. On the Effective Date, Creative shall 
issue shares of its Creative Stock to all of the nondissenting holders of 
Classic Stock in exchange for all of the issued and outstanding Classic 
Stock at an exchange rate of:

     one (1) share of the Creative Class A Common Stock for each one (1) 
share of the Classic Class A Common Stock outstanding on the Effective 
Date surrendered in exchange therefor;

     one (1) share of the Creative Class B Common Stock for each one (1) 
share of the Classic Class B Common Stock outstanding on the Effective 
Date surrendered in exchange therefor;

     one (1) share of the Creative Series A Preferred Stock for each one 
(1) share of the Classic Series A Preferred Stock outstanding on the 
Effective Date surrendered in exchange therefor;

     one (1) share of the Creative Series B Preferred Stock for each one 
(1) share of the Classic Series B Preferred Stock outstanding on the 
Effective Date surrendered in exchange therefor;

     one (1) share of the Creative Series C Preferred Stock for each one 
(1) share of the Classic Series C Preferred Stock outstanding on the 
Effective Date surrendered in exchange therefor;

     one (1) share of the Creative Series D Preferred Stock for each one 
(1) share of the Classic Series D Preferred Stock outstanding on the 
Effective Date surrendered in exchange therefor.

     Any debt securities of Classic which are convertible into shares of 
Classic Stock shall be convertible into the type and number of shares of 
Creative Stock equal to the number and type of Creative Stock which the 
holder of the debt securities would receive if it converted its debt 
securities into shares of Classic Stock immediately prior to the 
Effective Date.  There shall be no fractional shares issued. The number 
of shares of Creative Stock to be issued in the merger shall be rounded 
up to the nearest whole. The shares of Classic Stock, if any, held in the 
treasury of Classic ("Treasury Shares") shall be cancelled and shall not 
be exchanged or combined in accordance with the provisions of this 
Section 3.01.

     Section 3.02 Exchange of Certificates. As soon as practicable after 
the Effective Date, each holder of a certificate for shares of Classic 
Stock, upon surrender of same to United Stock Transfer, Inc., Denver, 
Colorado (the "Transfer Agent"), shall be entitled to receive, in 
exchange therefor, a certificate or certificates representing the number 
of full shares of Creative Stock for and into which the shares of Classic 
Stock, represented by the certificate or certificates so surrendered, 
shall have been exchanged, as provided in Section 3.01 hereinabove.  As 
soon as practicable  after the Effective Date, the Transfer Agent shall 
send a notice and transmittal form to each holder of record of an 
outstanding certificate which, immediately prior to the Effective Date, 
evidenced shares of Classic Stock, advising such shareholder of the terms 
of merger and combination effected by the Merger and the procedure for 
surrendering to the Transfer Agent such certificate or certificates in 
exchange for one or more certificates representing the full number of 
shares of Creative Stock, as determined by Section 3.01 hereinabove.

     Section 3.03 Unexchanged Certificates. Until surrendered in 
accordance with Section 3.02 hereinabove, each outstanding certificate 
which, prior to the Effective Date of the Merger, evidenced shares of 
Classic Stock (except shares held by dissenting shareholders of Classic, 
whose rights are discussed in Section 3.06 hereinbelow), for all 
corporate purposes of Creative shall be deemed to evidence ownership of 
the number of shares of Creative Stock for and into which shares of 
Classic Stock represented thereby will have been exchanged and combined; 
provided, however, that until each such outstanding certificate is 
surrendered and exchanged, no dividend payable to the holders of record 
of Creative Stock as of any date subsequent to the Effective Date of the 
Merger shall be paid to the holder of such outstanding certificate which 
shall not have been surrendered with respect thereto. After the Effective 
Date of the Merger, there shall be no further registry of transfers of 
Classic Stock on the books of Classic and, if a certificate representing 
such shares or warrants is presented for transfer to Creative, it shall 
be cancelled and exchanged for a certificate representing shares of 
Creative Stock, as provided for herein.  

     Section 3.04 Certificates in Other Names. If any certificate 
representing shares of Creative Stock is to be issued in a name other 
than that in which the certificate surrendered in exchange therefor is 
registered, it shall be a condition precedent to the issuance thereof 
that the certificate so surrendered be properly endorsed and otherwise in 
proper form for transfer, that the person requesting the exchange pay to 
the Transfer Agent any transfer or other taxes required by reason of such 
issuance, and that counsel to Creative approve such transfer.

     Section 3.05 Stock Legends. Certificates representing shares of 
Creative Stock shall bear a substantially identical legend to any legend 
which is on the Classic Stock exchanged therefor under this Agreement. 

     Section 3.06 Dissenting Shareholders.

(a)Shareholders of Classic shall have the right to dissent from the 
Merger provided in this Agreement and to obtain payment for their shares 
of common stock in the event the Merger occurs, as permitted under 
Section 7-113-101, et seq. of the Colorado Business Corporation Act.

(b)In accordance with the provisions of Colorado law and its Articles of 
Incorporation, Classic shall call and hold a special meeting of 
shareholders (the "Shareholder Meeting") for the purpose, in part, of 
obtaining the approvals set forth in Section 4.01(a). The notice of the 
Shareholder Meeting shall notify all shareholders of that they have or 
may have a right to dissent and obtain payment for their shares by 
complying with the terms of the applicable provisions of the Colorado 
Business Corporation Act.

(c)Immediately upon the Effective Date or upon receipt of demand for 
payment, if the Merger has occurred, Creative shall comply with the 
requirements of Section 7-113-101, et seq. of the Colorado Business 
Corporation Act.

                             ARTICLE IV
                  CONDITIONS PRECEDENT TO THE MERGER

     Section 4.01 The obligations of the parties under this Agreement are 
subject to the satisfaction of the following express conditions precedent 
at or before the Effective Date:

(a)Shareholder Approvals. This Agreement and the transactions 
contemplated hereby shall have received the requisite approval and 
authorization of shareholders of Classic holding in the aggregate a 
majority of the outstanding shares of Classic Class A Common Stock and 
Classic Class B Common Stock.

(b)Compliance with Laws. All statutory requirements for the valid 
consummation by it of the transactions contemplated by this Agreement 
shall have been fulfilled.

(c)Blue Sky Filings. All Blue Sky filings and permits or orders required 
to carry out the transactions contemplated by this Agreement shall have 
been made and received containing no term or condition reasonably 
unacceptable to it.

(d)Adequate Proceedings. All corporate and other proceedings in 
connection with the transactions contemplated herein and all documents 
incident thereto shall be reasonably satisfactory in form and substance 
to it and its counsel.

(e)Limit on Dissenting Shares. Holders of not more than 10% of the 
outstanding shares of Classic shall dissent from the Merger, with the 
holders of such shares demanding, in connection therewith, their 
respective dissenters' rights.

     Section 4.02 Termination and Postponement. This Agreement and the 
Merger contemplated hereby may be terminated, and the transactions 
provided for herein abandoned, at any time prior to but not after the 
Effective Date, sole discretion of Classic. 

                                ARTICLE V
                              MISCELLANEOUS

     Section 5.01 Survival. All agreements, representations, and 
warranties made hereunder or in connection with the transactions 
contemplated hereby shall survive the Effective Date and remain effective 
in accordance with the terms hereof regardless of any investigation at 
any time made by or on behalf of Creative or Classic.  

     Section 5.02 Assignment. This Agreement may not be assigned nor any 
of the performances hereunder delegated by operation of law or otherwise 
by any party hereto, and any purported assignment or delegation shall be 
void.  

     Section 5.03 Headings. The article and section headings of this 
Agreement are inserted for convenience of reference only and do not 
constitute a part of this Agreement.  

     Section 5.04 Binding Effect. This Agreement shall be binding upon 
and inure to the benefit of the parties hereto and their respective 
heirs, successors, legal representatives, assigns, and transferors.  

     Section 5.05 Entire Agreement. This Agreement constitutes the entire 
agreement of the parties hereto with respect to the subject matter 
hereof. There are no representations, warranties, conditions, or other 
obligations except as herein specifically provided. Any waiver, 
amendment, or modification hereof must be in writing. A waiver in one 
instance shall not be deemed to be a continuing waiver or waiver in any 
other instance.  

     Section 5.06 Counterparts. This Agreement may be executed in 
counterparts and each counterpart hereof shall be deemed to be an 
original, but all such counterparts together shall constitute but one 
agreement an original, but all such counterparts together shall 
constitute but one agreement.

          IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement 
on the day and year first above written.  

                                       CLASSIC RESTAURANTS INTERNATIONAL, 
                                       INC.

         

     (SEAL)                            By: James Robert Shaw
                                       Its: Pres./CEO

     
                                       CREATIVE RECYCLING TECHNOLOGIES, 
                                       INC.


                                       
     (SEAL)                            By: F G Pringle
                                       Its: Pres/CEO

EX-2.2

                      PLAN OF RECAPITALIZATION

     Creative Recycling Technologies, Inc. (the "Company"), by and 
through its Board of Directors, hereby adopts the following 
recapitalization plan (the "Plan").

     1.     Conversion of Issued Class A Common Stock.  The shares of 
Class A Common Stock presently issued and outstanding (the "Old Class A 
Common Stock") shall be automatically reclassified and converted into 
"New Class A Common Stock" in a ratio of 20 shares of shares of Old 
Class A Common Stock for each 1 share of New Class A Common Stock.  The 
Company will not issue fractional shares of New Class A Common Stock, 
and any fractional share of New Class A Common Stock otherwise issuable 
shall be rounded up to the nearest whole share of New Class A Common 
Stock.  In order to minimize the number of shares to be issued, the 
Company reserves the right to require that a holder present all shares 
of Old Class A Common Stock owned by him at one time.
     
     2.     Conversion of Issued Class B Common Stock.  The shares of 
Class B Common Stock presently issued and outstanding (the "Old Class B 
Common Stock") shall be automatically reclassified and converted into 
"New Class B Common Stock" in a ratio of 20 shares of shares of Old 
Class B Common Stock for each 1 share of New Class B Common Stock.  The 
Company will not issue fractional shares of New Class B Common Stock, 
and any fractional share of New Class B Common Stock otherwise issuable 
shall be rounded up to the nearest whole share of New Class B Common 
Stock.  In order to minimize the number of shares to be issued, the 
Company reserves the right to require that a holder present all shares 
of Old Class B Common Stock owned by him at one time.
     
     3.     Effect on Outstanding Series of Preferred Stock
     
     a)     Description of Certain Existing Provisions of the Preferred 
Stock.  The Company has outstanding shares of Series A, B and C 
Preferred Stock, and has issued into escrow shares of its Series D 
Preferred Stock. Each series of Preferred Stock is convertible into 
shares of Old Class A Common Stock, and has provisions which require 
that the number of shares issuable upon the conversion of the 
Preferred Stock must be adjusted to reflect, among other things, the 
effect of any reverse stock split applicable to the Old Class A 
Common Stock.

     b)     Effects of this Plan on the Preferred Stock.     In 
accordance with the provisions of the provisions of the Articles of 
Incorporation for the Company concerning each series of Preferred 
Stock, after the Effective Time each series of Preferred Stock shall 
be convertible into that number of shares of New Class A Common 
Stock equal to the number of shares of Old Class B Common Stock into 
which said shares were convertible immediately prior to the 
Effective Time divided by twenty (20). 

     4.     Effective Time of Changes.     As of the close of trading 
on April 13, 1998, (the "Effective Time"), the shares of Old Class A 
Common Stock and Old Class B Common Stock issued and outstanding or 
held in treasury immediately prior to the Effective Time shall be 
reclassified and changed, without any action on the part of the 
respective holders therefor, as described in Paragraphs 1 and 2 above.
     
     5.     Authority of Board of Directors to Terminate Plan.  The 
Board of Directors reserves the right to terminate this Plan at any 
time prior to the Effective Time.  Upon such a termination, this Plan 
shall be of no further force or effect.  
 

EX-3.1

ARTICLES OF INCORPORATION OF
                  CREATIVE RECYCLING TECHNOLOGIES, INC.

                              ARTICLE ONE

     The name of the corporation is Creative Recycling Technologies, Inc.

                              ARTICLE TWO

     The corporation is organized for profit pursuant to the provisions 
of the Georgia Business Corporation Code, and may engage in all business 
permitted by applicable law.

                              ARTICLE THREE

     3.1     The corporation has the authority to issue not more than:

(a)   Fifty Million (50,000,000) shares of Class A common voting stock of 
no par value per share;

(b)   Two Million (2,000,000) shares of Class B common voting stock of no 
par value per share;

(c)   Ten Million (10,000,000) shares of preferred stock no par value 
("Preferred Stock") which may be issued in series by the Board of 
Directors as hereinafter provided.

     3.2     The shares of all classes of common stock shall be equally 
entitled to receive the net assets of the corporation upon dissolution 
and shall have unlimited voting rights, provided, however that each share 
of Class A common stock shall only be entitled to one (1) vote on each 
matter voted upon by the shareholders and each share of Class B common 
stock shall be entitled to forty (40) votes on each matter voted upon by 
the shareholders; and further provided, however, that in the event there 
is outstanding any Class B common stock, the holders thereof shall have 
the exclusive right to elect the following number of total directors: (a) 
if there are an even number of total directors, one-half of the total 
number of directors plus one; (b) if there are an odd number of 
directors, one-half of the total number of directors plus one-half. Each 
class of common stock shall be entitled to receive distributions from 
time to time, from legally available funds, as determined by the Board of 
Directors.

     3.3     Shares of Preferred Stock may be issued from time to time in 
one or more series. Preferred Stock shall have voting rights, no voting 
rights, or such special voting rights as the Board of Directors may fix 
and determine in issuing such stock, and shall have rights to receive 
cumulative, non-cumulative, or partially cumulative dividends as the 
Board of Directors may fix and determine in issuing such stock. Before 
any shares of Preferred Stock of any particular series shall be issued, 
the Board of Directors shall fix and determine and is hereby expressly 
empowered to fix and determine, in the manner provided by law, the 
following provisions of the shares of such series:

(a)   the distinctive designation of such series and the number of shares 
which shall constitute such series, which number may be increased (except 
where otherwise provided by the Board of Directors in creating such 
series) or decreased (but not below the number of shares thereof then 
outstanding) from time to time by like action of the Board of Directors;

(b)   the rate of dividend payable on shares of such series, the times of 
payment of the dividends, whether dividends shall be cumulative, 
conditions upon which and the date from which such dividends shall be 
accumulated on all shares of such series, and whether arrearages on the 
payment of dividends will bear interest;

(c)   the time or times when and the price or prices at which shares of 
such series shall be redeemable and the purchase, retirement or sinking 
fund provisions, if any, for the purchase or the redemption of such 
shares;

(d)   the amount payable on shares of such series in the event of any 
voluntary or involuntary liquidation, which shall not be deemed to 
include the merger or consolidation of the corporation or a sale, lease, 
or conveyance of all or part of the assets of the corporation;

(e)   the rights, if any, of the holders of shares of such series to 
convert such shares into, or exchange such series for, shares of common 
stock or shares of any other series of Preferred Stock and the terms and 
conditions of such conversion or exchange; and 

(f)   the voting rights of shares of such series or absence thereof and 
the extent of such voting rights, if any.

3.4     The Corporation designates twenty (20) shares of its Preferred 
Stock as Series A Convertible Preferred Stock (the "Series A Preferred 
Stock"), stated value $25,000 per share, with the following rights, 
preferences, and limitations:

(a)   Number. The number of shares constituting the Series A Preferred 
Stock shall be twenty (20).

(b)   Dividends. Holders of the Series A Preferred Stock shall not be 
entitled to receive dividends.

(c)   Redemption. The Series A Preferred Stock shall be redeemable by the 
Corporation twelve (12) months after issuance (the "Redemption Date") for 
$25,000 per share.

(d)   Liquidation Rights. In the event of any voluntary or involuntary 
liquidations, dissolution, or winding up of the Corporation, the holders 
of Series A Preferred Stock shall be entitled to receive from the assets 
of the Corporation $25,000 per share, which shall be paid or set apart 
for payment before the payment or setting apart for payment of any amount 
for, or the distribution of any assets of the Corporation to, the holders 
of common stock or any other class of equity securities in connection 
with such liquidation, dissolution, or winding up. Each share of Series A 
Preferred Stock shall rank on a parity with each other share of Series A 
Preferred Stock, with respect to the respective preferential amounts 
fixed for such series payable upon any distribution of assets by way of 
liquidation, dissolution, or winding up of the Corporation. After the 
payment or the setting apart of payment to the holders of Series A 
Preferred Stock of the preferential amount so payable to them, the 
holders of common shares shall be entitled to receive all remaining 
assets of the Corporation. The Corporation covenants and agrees that so 
long as the Series A Preferred Stock is outstanding, the Corporation 
shall not issue any equity securities with a liquidation preference 
senior to the Series A Preferred Stock.

(e)   Voting Rights. The holders of the Series A Preferred Stock shall be 
entitled to vote with the holders of the Class A Common Stock. The holder 
of each share of Series A Preferred Stock shall be entitled to the number 
of votes equal to the number of shares of Class A Common Stock into which 
such share of Series A Preferred Stock could be converted at the record 
date for determination of the shareholders entitled to vote on 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, such votes 
to be counted together with all other shares of the Corporation having 
general voting power and not separately as a class. Except as otherwise 
provided by law or provided herein, the holders of the Series A Preferred 
Stock shall not be entitled to vote separately as a class. 

(f)   Conversion Rights. The holders of the Series A Preferred Stock 
shall have conversion rights as follows (the "Conversion Rights"):

i)   Right to Convert. Each share of Series A Preferred Stock shall be 
convertible without the payment of any additional consideration by the 
holder thereof and, at the option of the holder thereof, at any time 
following the expiration of the Restrictive Period, as herein defined 
below. The Restrictive Period shall be a period of forty-five (45) days 
following the date of issuance of the Series A Preferred Stock, which 
date shall be the same as the Closing Date as that term is defined in the 
Subscription Agreement by and between the Corporation and the holder 
thereof (the "Subscription Agreement"). Each share of Series A Preferred 
Stock shall be convertible into such number of fully paid and 
nonassessable shares of Class A Common Stock as will be determined by 
dividing the amount of $25,000 by the Conversion Price. The Conversion 
Price is defined as the lesser of (i) the closing bid price of the 
Corporation's Class A Common Stock on the date of signing of the 
Subscription Agreement (the "Signing Date," as defined in the 
Subscription Agreement) or (ii) sixty percent (60%) of the average 
closing bid price for a period of three (3) trading days immediately 
preceding the date of conversion. The Conversion Price of the Series A 
Preferred Stock shall be subject to adjustment from time to time as 
provided below.

ii)   Mechanics of Conversion. Before any holder of the Series A 
Preferred Stock shall be entitled to convert the same into shares of 
Class A Common Stock, he shall surrender the certificate or certificates 
therefor, duly endorsed, at the office of the Corporation or of any 
transfer agent for the Series A Preferred Stock and shall give written 
notice (the "Notice of Conversion") to the Corporation at such office 
that he elects to convert the same. The Corporation shall, as soon as 
practicable thereafter, but not later than 5 days, issue and deliver at 
such office to such holder of the Series A Preferred Stock a certificate 
or certificates for the number of shares of Class A Common Stock to which 
he shall be entitled. The conversion date on the Notice of Conversion 
submitted to the Corporation shall be the date of conversion; however, if 
the Corporation does not receive the Notice of Conversion from the holder 
within five (5) business days of the conversion date on the Notice of 
Conversion, the date of conversion shall be deemed to have been the date 
on which the Corporation received the Notice of Conversion. The person or 
persons entitled to receive the shares of Class A Common Stock issuable 
upon such conversion shall be treated for all purposes as the record 
holder or holders of such shares of Class A Common Stock on such date. 

iii)   Fractional Shares. In lieu of any fractional shares to which the 
holder of Series A Preferred Stock would otherwise be entitled, the 
Corporation shall pay cash equal to such fraction multiplied by the fair 
value of one share of Class A Common Stock as determined by the board of 
directors of the Corporation. The number of whole shares issuable to each 
holder upon such conversion shall be determined on the basis of the 
number of shares of Class A Common Stock issuable upon conversion of the 
total number of shares of Series A Preferred Stock of each holder at the 
time of converting into Class A Common Stock.

iv)   Adjustment of Conversion Price. The Conversion Price of the Series 
A Preferred Stock shall be subject to adjustment from time to time as 
follows:

(1)   If the Corporation shall issue any Class A Common Stock other than 
"Excluded Stock," as defined below, for a consideration per share less 
than the Conversion Price in effect immediately prior to the issuance of 
such Class A Common Stock (excluding stock dividends, subdivisions, 
split-ups, combinations, dividends, or recapitalizations which are 
covered by subsections (f)(iv)(3), (4), (5) and (6) below), then, and in 
each such case, the Conversion Price in effect immediately after each 
such issuance shall forthwith (except as provided in this subparagraph 
(f)(iv) be adjusted to a price equal to the quotient obtained by 
dividing: (AA)   an amount equal to the sum of  (xx) the total number of 
shares of Class A  Common Stock outstanding (including any shares of  
Class A Common Stock issuable upon conversion of the  Series A Preferred 
Stock, or deemed to have been  issued pursuant to subdivision (c)(ii), 
(iii) and (iv) of this clause (1) but excluding shares issuable upon  the 
exercise of outstanding options or warrants  otherwise deemed to be 
outstanding  pursuant to  subdivision (c)(i) of this clause (1)   ) 
immediately  prior to such issuance multiplied by the Conversion  Price 
in effect immediately prior to such issuance,  plus  (yy) the 
consideration  received by the  Corporation upon such issuance, by  (BB) 
the total number of shares of Class A Common  Stock outstanding 
(including any shares of Class A Common  Stock issuable upon conversion 
of the Series A Preferred Stock  or deemed to have been issued pursuant 
to subdivision (c)(ii), (iii), and (iv) of this clause (1) but excluding 
shares issuable  upon the exercise of outstanding options or warrants 
otherwise  deemed to be outstanding pursuant to subdivision (c)(i) of  
this clause (1)   ) immediately after the issuance of such Class  A 
Common Stock. Except to the limited extent provided for in clauses 
(c)(iii) and (c)(iv) below, no adjustment of any Conversion Price 
pursuant to this subsection (f)(iv)(1) shall have the effect of 
increasing such Conversion Price above the Conversion Price in effect 
immediately prior to such adjustment. For the purposes of this subsection 
(f)(iv)(1), the following provisions shall be applicable:

(a)   In the case of the issuance of Class A Common Stock for cash, the 
consideration shall be deemed to be the amount of cash paid therefor 
after deducting any discounts or commissions paid or incurred by the 
Corporation in connection with the issuance and sale thereof.

(b)   In the case of the issuance of Class A Common Stock for a 
consideration in whole or in part other than cash, the consideration 
other than cash shall be deemed to be the fair value thereof as 
determined by the board of directors of the Corporation, in accordance 
with generally accepted accounting treatment; PROVIDED, HOWEVER, that if, 
at the time of such determination, the Corporation's Class A Common Stock 
is traded in the over-the-counter market or on a national or regional 
securities exchange, such fair market value as determined by the board of 
directors of the Corporation shall not exceed the aggregate "Current 
Market Price" (as defined below) of the shares of Class A Common Stock 
being issued.

(c)   In the case of the issuance of (i) options to purchase or rights to 
subscribe for Class A Common Stock (other than Excluded Stock), (ii) 
securities by their terms convertible into or exchangeable for Class A 
Common Stock (other than Excluded Stock), or (iii) options to purchase or 
rights to subscribe for such convertible or exchangeable securities 
(other than Excluded Stock):

(i)   the aggregate maximum number of shares of Class A Common Stock 
deliverable upon exercise of such options to purchase or rights to 
subscribe for Class A Common Stock shall be deemed to have been issued at 
the time such options or rights were issued and for a consideration equal 
to the consideration (determined in the manner provided in clauses (a) 
and (b) above), if any, received by the Corporation upon the issuance of 
such options or rights plus the minimum purchase price provided in such 
options or rights for the Class A Common Stock covered thereby;

(ii)   the aggregate maximum number of shares of Class A Common Stock 
deliverable upon conversion of or in exchange for any such convertible or 
exchangeable securities, or upon the exercise of options to purchase or 
rights to subscribe for such convertible or exchangeable securities and 
subsequent conversion or exchange thereof, shall be deemed to have been 
issued at the time such securities were issued or such options or rights 
were issued and for a consideration equal to the consideration received 
by the Corporation for any such securities and related options or rights 
(excluding any cash received on account of accrued interest or accrued 
dividends), plus the additional consideration, if any, to be received by 
the Corporation upon the conversion or exchange of such securities or the 
exercise of any related options or rights (the consideration in each case 
to be determined in the manner provided in clauses (a) and (b) above);

(iii)   upon any change in the number of shares of Class A Common Stock 
deliverable upon exercise of any such options or rights or conversion of 
or exchange for such convertible or exchangeable securities, or upon any 
change in the minimum purchase price of such options, rights, or 
securities, other than a change resulting from the anti-dilution 
provisions of such options, rights, or securities, the Conversion Price 
shall forthwith be recomputed to reflect such change; and

(iv)   on the expiration date of any such options or rights, the 
termination of any such rights to convert or exchange or the expiration 
of any options or right related to such convertible or exchangeable 
securities, the Conversion Price shall forthwith be readjusted to such 
Conversion Price as would have obtained had the adjustment made upon the 
issuance of such options, rights, convertible or exchangeable securities 
or options or rights related to such convertible or exchangeable 
securities, as the case may be, been made upon the basis of the issuance 
of only the number of shares of Class A Common Stock (and convertible or 
exchangeable securities which remain in effect) actually issued upon the 
exercise of such options or rights, upon the conversion or exchange of 
such convertible or exchangeable securities or upon the exercise of the 
options or rights related to such convertible or exchangeable securities, 
as the case may be.

(2)   "Excluded Stock" shall mean:

(a)   all shares of Class A Common Stock issued and outstanding on the 
date this document is filed with the Georgia Secretary of State;

(b)   all shares of Series A Preferred Stock and the Class A Common Stock 
into which such shares are convertible;

(c)   any shares reissued after repurchase by the Corporation from 
officers, employees, directors, or consultants upon termination of 
services as provided by the terms of stock repurchase agreements approved 
by the board of directors provided such shares are reissued to officers, 
employees, directors, or consultants pursuant to approval by the board of 
directors of the Corporation; and

(d)   all shares of Class A Common Stock issued or issuable in connection 
with capital asset leases or borrowings for the acquisition of capital 
assets pursuant to approval by the board of directors of the Corporation.

(3)   If the number of shares of Class A Common Stock outstanding at any 
time after the date hereof is increased by a stock dividend payable in 
shares of Class A Common Stock or by a subdivision or split-up of shares 
of Class A Common Stock, then, on the date such payment is made or such 
change is effective, the Conversion Price of the Series A Preferred Stock 
shall be appropriately decreased so that the number of shares of Class A 
Common Stock issuable on conversion of any shares of the Series A 
Preferred Stock shall be increased in proportion to such increase of 
outstanding shares.

(4)   If the number of shares of Class A Common Stock outstanding at any 
time after the date hereof is decreased by a combination of the 
outstanding shares of Class A Common Stock, then, on the effective date 
of such combination, the Conversion Price of the Series A Preferred Stock 
shall be appropriately increased so that the number of shares of Class A 
Common Stock issuable on conversion of any shares of the Series A 
Preferred Stock shall be decreased in proportion to such decrease in 
outstanding shares.

(5)   In case the Corporation shall declare a cash dividend upon its 
Class A Common Stock payable otherwise than out of retained earnings or 
shall distribute to holders of its Class A Common Stock shares of its 
capital stock (other than Class A Common Stock), stock, or other 
securities of other persons, evidences of indebtedness issued by the 
Corporation or other persons, assets (excluding cash dividends) or 
options or rights (excluding options to purchase and rights to subscribe 
for Class A Common Stock or other securities of the Corporation 
convertible into or exchangeable for Class A Common Stock), then, in each 
such case, the holders of shares of the Series A Preferred Stock shall 
concurrent with the distribution to holders of Class A Common Stock, 
receive a like distribution based upon the number of shares of Class A 
Common Stock into which such Series A Preferred Stock is then 
convertible.

(6)   In case, at any time after the date hereof, of any capital 
reorganization or any reclassification of the stock of the Corporation 
(other than as a result of a stock dividend or subdivision, split-up or 
combination of shares), or the consolidation or merger of the Corporation 
with or into another person (other than a consolidation or merger in 
which the Corporation is the continuing entity and which does not result 
in any change in the Class A Common Stock), or of the sale or other 
disposition of all or substantially all the properties and assets of the 
Corporation, the shares of Series A Preferred Stock shall, after such 
reorganization, reclassification, consolidation, merger, sale, or other 
disposition, be convertible into the kind and number of shares of stock 
or other securities or property of the Corporation or otherwise to which 
such holder would have been entitled if immediately prior to such 
reorganization, reclassification, consolidation, merger, sale, or other 
disposition he had converted his shares of such Series A Preferred Stock 
into Class A Common stock. The provisions of this clause (6) shall 
similarly apply to successive reorganizations, reclassifications,  
consolidations, mergers, sales, or other dispositions.

(7)   All calculations under this subparagraph (f) shall be made to the 
nearest whole cent or to the nearest one hundredth (1/100) of a share, as 
the case may be.

(8)   For the purpose of any computation pursuant to this subparagraph 
(f)(iv), the "Current Market Price" at any date of one share of Class A 
Common Stock shall be deemed to be the average of the highest reported 
bid and the lowest reported offer prices on the preceding business day as 
furnished by the National Quotation Bureau, Incorporated (or equivalent 
recognized source of quotations); PROVIDED, HOWEVER, that if the Class A 
Common Stock is not traded in such manner that the quotations referred to 
in this clause (viii) are available for the period required hereunder, 
Current Market Price shall be determined in good faith by the board of 
directors of the Corporation, but if challenged by the holders of more 
than 50% of the outstanding Series A Preferred Stock, then as determined 
by an independent appraiser selected by the board of directors of the 
Corporation, the cost of such appraisal to be borne equally by the 
Corporation and the challenging parties.

v)   Minimal Adjustments. No adjustment in the Conversion Price need be 
made if such adjustment would result in a change in the Conversion Price 
of less than $0.01. Any adjustment of less than $0.01 which is not made 
shall be carried forward and shall be made at the time of and together 
with any subsequent adjustment which, on a cumulative basis, amounts to 
an adjustment of $0.01 or more in the Conversion Price.

vi)   No Impairment. The Corporation will not through any reorganization, 
recapitalization, transfer of assets, consolidation, merger, dissolution, 
issue, or sale of securities or any other voluntary action, avoid or seek 
to avoid the observance or performance of any of the terms to be observed 
or performed hereunder by the Corporation, but will at all times in good 
faith assist in the carrying out of all the provisions of this 
subparagraph (f) and in the taking of all such action as may be necessary 
or appropriate in order to protect the Conversion Rights of the holders 
of Series A Preferred Stock against impairment.

vii)   Certificate as to Adjustment. Upon the occurrence of each 
adjustment or readjustment of the Conversion Rate pursuant to this 
subparagraph (f), the Corporation at its expense shall promptly compute 
such adjustment or readjustment in accordance with the terms hereof and 
prepare and furnish to each holder of Series A Preferred Stock a 
certificate setting forth such adjustment or readjustment and showing in 
detail the acts upon which such adjustment or readjustment is based. The 
Corporation shall, upon written request at any time of any holder of 
Series A Preferred Stock, furnish or cause to be furnished to such holder 
a like certificate  setting forth (i) such adjustments and readjustments, 
(ii) the Conversion Rate of such series at the time in effect, and (iii) 
the number of shares of Class A Common Stock and the amount, if any, of 
other property which at the time would be received upon the conversion of 
such holder's shares of Series A Preferred Stock.

viii)   Reservation of Stock Issuable Upon Conversion.  The Corporation 
shall at all times reserve and keep available out of its authorized but 
unissued shares of Class A Common Stock solely for the purpose of 
effecting the conversion of the shares of Series A Preferred Stock such 
number of its shares of Class A Common Stock as shall from time to time 
be sufficient to effect the conversion of all outstanding shares of 
Series A Preferred Stock; and if at any time the number of authorized but 
unissued shares of Class A Common Stock shall not be sufficient to effect 
the conversion of all then outstanding shares of Series A Preferred 
Stock, the Corporation will take such corporate action as may, in the 
opinion of its counsel, be necessary to increase its authorized but 
unissued shares of Class A Common Stock to such number of shares as shall 
be sufficient for such purpose.

ix)   No Reissuance of Converted Shares. No shares of Series A Preferred 
Stock which have been converted into Class A Common Stock after the 
original issuance thereof shall ever again be reissued and all such 
shares so converted shall upon such conversion cease to be a part of the 
authorized shares of the Corporation.

x)   Notices of Record Date. In the event of any taking by the 
Corporation of a record of the holders of any class of securities for the 
purpose of determining the holders thereof who are entitled to receive 
any dividend (other than a cash dividend) or other distribution, any 
rights to subscribe for, purchase or otherwise acquire any shares of 
stock of any class or any other securities or property or to receive any 
other right, the Corporation shall mail to each holder of Series A 
Preferred Stock at least twenty (20) days prior to such record date, a 
notice specifying the date on which any such record is to be taken for 
the purpose of such dividend or distribution or right, and the amount and 
character of such dividend, distribution, or right.

xi)   Notices. Any notice required by the provisions of this subparagraph 
(f) to be given to holders of shares of Series A Preferred Stock shall be 
deemed given if deposited in the United States mail, postage prepaid, and 
addressed to each holder of record at his address appearing on the books 
of the Corporation.

(g)   Reacquired Shares. Any shares of Series A Preferred Stock acquired 
by the Corporation in any manner whatsoever shall be retired and canceled 
promptly after the acquisition thereof and may not be reissued.

(h)   Rank. The Series A Preferred Stock shall rank, with respect to the 
distribution of assets, senior to any and all other series of any other 
class of Preferred Stock.

(i)   Amendment. The Articles of Incorporation of the Corporation shall 
not be amended in any manner which would materially alter or change the 
powers, preferences, or special rights of the Series A Preferred Stock so 
as to affect them adversely without the affirmative vote of the holders 
of at least two-thirds (2/3) of the outstanding shares of Series A 
Preferred Stock, voting together as a single class.

(j)   Protective Provisions. In addition to any other rights provided by 
law, so long as shares of Series A Preferred Stock shall be outstanding, 
the Corporation shall not, without obtaining the vote or written consent 
of the holders of a majority of the outstanding shares of Series A 
Preferred Stock:

i)   amend or repeal any provision of, or add any provision to, the 
Corporation's Articles of Incorporation or bylaws if such action would 
materially alter or change the rights, preferences, privileges, or powers 
of, or the restrictions provided for the benefit of, the Series A 
Preferred Stock;

ii)   authorize or issue any class or series of equity securities having 
any preference or priority as to voting or distribution of assets upon 
liquidation, merger or otherwise which is superior to or on a parity with 
any such preference or priority of the Series A Preferred Stock; or

iii)   apply any of its assets to the redemption, retirement, purchase, 
or acquisition, directly or indirectly, of any shares of any class or 
series of common stock, except pursuant to subparagraph (d) and except 
from employees, advisors, officers, directors, and consultants of, and 
persons performing services for, this Corporation or its subsidiaries on 
terms approved by the board of directors upon termination of employment 
or association.

(k)   Equity Securities.  "Equity  Securities" shall mean securities of 
any class of stock, whether preferred or common, and any debt securities 
which are convertible into security of any class of stock, whether 
preferred or common.

3.5     The Corporation designates twelve thousand (12,000) shares of its 
Preferred Stock as Series C Preferred Stock (the "Series B Preferred 
Stock"), stated value $15.00 per share, with the following rights, 
preferences, and limitations:

(a)   Number. The number of shares constituting the Series B Preferred 
Stock shall be twelve thousand (12,000).

(b)   Dividends. The holders of Series B Preferred Stock will be entitled 
to receive, out of assets legally available for such purpose, before any 
distributions shall be declared, paid, or set aside, or any other 
distribution shall be declared or made, upon any other shares of capital 
stock of the Corporation, distributions in shares of the Series B 
Preferred Stock of the Corporation at the rate of 11.5% per annum on the 
stated value of $15.00 per share, or $1.725 per share per annum. Such 
dividend shall be paid on or before the 30th day after the last day of 
the fiscal year with respect to which such distribution shall be payable 
commencing with the fiscal year ending June 30, 1997, such dividends to 
accrue from the date of first issuance. If any distributions payable on 
any share of Series B Preferred Stock shall not be paid for any reason, 
the right of the holders of such shares of Series B Preferred Stock to 
receive payment of such distribution shall not accumulate. Holders of 
shares of Series B Preferred Stock are not entitled to any dividend, 
whether payable in cash, property, or stock, in excess of these 
dividends.

(c)   Redemption. The Series B Preferred Stock shall not be redeemable by 
the Corporation.

(d)   Liquidation Rights. In the event of any voluntary or involuntary 
liquidation, dissolution, or winding up of the Corporation, the holders 
of Series B Preferred Stock shall be entitled to from the assets of the 
Corporation $15.00 per share, which shall be paid or set apart for 
payment after the payment or setting apart for payment of any amount for, 
or the distribution of any assets of the Corporation to, the holders of 
the Series A Preferred Stock, but before the payment or setting apart for 
payment of any amount for, or the distribution of any assets of the 
Corporation to, the holders of common stock or any other class of equity 
securities in connection with such liquidation, dissolution, or winding 
up. Each share of Series B Preferred Stock shall rank on a parity with 
each other share of Series B Preferred Stock, with respect to the 
respective preferential amounts fixed for such series payable upon any 
distribution of assets by way of liquidation, dissolution, or winding up 
of the Corporation. After the payment or the setting apart of payment to 
the holders of Series B Preferred Stock of the preferential amount so 
payable to them, the holders of common shares shall be entitled to 
receive all remaining assets of the Corporation. The Corporation 
covenants and agrees that so long as the Series B Preferred Stock is 
outstanding, the Corporation shall not issue any equity securities with a 
liquidation preference senior to the Series B Preferred Stock.

(e)   Voting Rights. The holders of the Series B Preferred Stock shall be 
entitled to vote with the holders of the Class A Common Stock. The holder 
of each share of Series B Preferred Stock shall be entitled to the number 
of votes equal to the number of shares of Class A Common Stock into which 
such share of Series B Preferred Stock could be converted at the record 
date for determination of the shareholders entitled to vote on 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, such votes 
to be counted together with all other shares of the Corporation having 
general voting power and not separately as a class. Except as otherwise 
provided by law or provided herein, the holders of the Series B Preferred 
Stock shall not be entitled to vote separately as a class.

(f)   Conversion Rights. The holders of the Series B Preferred Stock 
shall have conversion rights as follows (the "Conversion Rights"):

i)   Right to Convert. Each share of Series B Preferred Stock shall be 
convertible without the payment of any additional consideration by the 
holder thereof and, at the option of the holder thereof, at any time into 
such number of fully paid and nonassessable shares of Class A Common 
Stock as will be determined by dividing the amount of $15.00 by the 
Conversion Price of $1.50 per share. The Conversion Price of the Series B 
Preferred Stock shall be subject to adjustment from time to time as 
provided below.

ii)   Mechanics of Conversion. Before any holder of the Series B 
Preferred Stock shall be entitled to convert the same into shares of 
Class A Common Stock, he shall surrender the certificate or certificates 
therefor, duly endorsed, at the office of the Corporation or of any 
transfer agent for the Series B Preferred Stock and shall give written 
notice (the "Notice of Conversion") to the Corporation at such office 
that he elects to convert the same. The Corporation shall, as soon as 
practicable thereafter, but not later than 5 days, issue and deliver at 
such office to such holder of the Series B Preferred Stock a certificate 
or certificates for the number of shares of Class A Common Stock to which 
he shall be entitled. The conversion date on the Notice of Conversion 
submitted to the Corporation shall be the date of conversion; however, if 
the Corporation does not receive the Notice of Conversion from the holder 
within five (5) business days of the conversion date on the Notice of 
Conversion, the date of conversion shall be deemed to have been the date 
on which the Corporation received the Notice of Conversion. The person or 
persons entitled to receive the shares of Class A Common Stock issuable 
upon such conversion shall be treated for all purposes as the record 
holder or holders of such shares of Class A Common Stock on such date.

iii)   Fractional Shares. In lieu of any fractional shares to which the 
holder of Series B Preferred Stock would otherwise be entitled, the 
Corporation shall pay cash equal to such fraction multiplied by the fair 
value of one share of Class A Common Stock as determined by the board of 
directors of the Corporation. The number of whole shares issuable to each 
holder upon such conversion shall be determined on the basis of the 
number of shares of Class A Common Stock issuable upon conversion of the 
total number of shares of Series B Preferred Stock of each holder at the 
time of converting into Class A Common Stock.

iv)   Adjustment of Conversion Price. The Conversion Price of the Series 
B Preferred Stock shall be subject to adjustment from time to time as 
follows:

(1)   If the number of shares of Class A Common Stock outstanding at any 
time after the date hereof is increased by a stock dividend payable in 
shares of Class A Common Stock or by a subdivision or split-up of shares 
of Class A Common Stock, then, on the date such payment is made or such 
change is effective, the Conversion Price of the Series B Preferred Stock 
shall be appropriately decreased so that the number of shares of Class A 
Common Stock issuable on conversion of any shares of the Series B 
Preferred Stock shall be increased in proportion to such increase of 
outstanding shares.

(2)   If the number of shares of Class A Common Stock outstanding at any 
time after the date hereof is decreased by a combination of the 
outstanding shares of Class A Common Stock, then, on the effective date 
of such combination, the Conversion Price of the Series B Preferred Stock 
shall be appropriately increased so that the number of shares of Class A 
Common Stock issuable on conversion of any shares of the Series B 
Preferred Stock shall be decreased in proportion to such decrease in 
outstanding shares.

(3)   In case, at any time after the date hereof, of any capital 
reorganization or any reclassification of the stock of the Corporation 
(other than as a result of a stock dividend or subdivision, split-up or 
combination of shares), or the consolidation or merger of the Corporation 
with or into another person (other than a consolidation or merger in 
which the Corporation is the continuing entity and which does not result 
in any change in the Class A Common Stock), or of the sale or other 
disposition of all or substantially all the properties and assets of the 
Corporation, the shares of Series B Preferred Stock shall, after such 
reorganization, reclassification, consolidation, merger, sale, or other 
disposition, be convertible into the kind and number of shares of stock 
or other securities or property of the Corporation or otherwise to which 
such holder would have been entitled if immediately prior to such 
reorganization, reclassification, consolidation, merger, sale, or other 
disposition he had converted his shares of such Series B Preferred Stock 
into Class A Common stock. The provisions of this clause (3) shall 
similarly apply to successive reorganizations, reclassifications, 
consolidations, mergers, sales, or other dispositions.

(4)   All calculations under this subparagraph (f) shall be made to the 
nearest whole cent or to the nearest one hundredth ( 1/100) of a share, 
as the case may be.

v)   Minimal Adjustments. No adjustment in the Conversion Price need be 
made if such adjustment would result in a change in the Conversion Price 
of less than $0.01. Any adjustment of less than $0.01 which is not made 
shall be carried forward and shall be made at the time of and together 
with any subsequent adjustment which, on a cumulative basis, amounts to 
an adjustment of $0.01 or more in the Conversion Price.

vi)   No Impairment. The Corporation will not through any reorganization, 
recapitalization, transfer of assets, consolidation, merger, dissolution, 
issue, or sale of securities or any other voluntary action, avoid or seek 
to avoid the observance or performance of any of the terms to be observed 
or performed hereunder by the Corporation, but will at all times in good 
faith assist in the carrying out of all the provisions of this 
subparagraph (f) and in the taking of all such action as may be necessary 
or appropriate in order to protect the Conversion Rights of the holders 
of Series B Preferred Stock against impairment.

vii)   Certificate as to Adjustment. Upon the occurrence of each 
adjustment or readjustment of the Conversion Rate pursuant to this 
subparagraph (f), the Corporation at its expense shall promptly compute 
such adjustment or readjustment in accordance with the terms hereof and 
prepare and furnish to each holder of Series B Preferred Stock a 
certificate setting forth such adjustment or readjustment and showing in 
detail the acts upon which such adjustment or readjustment is based. The 
Corporation shall, upon written request at any time of any holder of 
Series B Preferred Stock, furnish or cause to be furnished to such holder 
a like certificate setting forth (i) such adjustments and readjustments, 
(ii) the Conversion Rate of such series at the time in effect, and (iii) 
the number of shares of Class A Common Stock and the amount, if any, of 
other property which at the time would be received upon the conversion of 
such holder's shares of Series B Preferred Stock.

viii)   Reservation of Stock Issuable Upon Conversion. The Corporation 
shall at all times reserve and keep available out of its authorized but 
unissued shares of Class A Common Stock solely for the purpose of 
effecting the conversion of the shares of Series B Preferred Stock such 
number of its shares of Class A Common Stock as shall from time to time 
be sufficient to effect the conversion of all outstanding shares of 
Series B Preferred Stock; and if at any time the number of authorized but 
unissued shares of Class A Common Stock shall not be sufficient to effect 
the conversion of all then outstanding shares of Series B Preferred 
Stock, the Corporation will take such corporate action as may, in the 
opinion of its counsel, be necessary to increase its authorized but 
unissued shares of Class A Common Stock to such number of shares as shall 
be sufficient for such purpose.

ix)   No Reissuance of Converted Shares. No shares of Series B Preferred 
Stock which have been converted into Class A Common Stock after the 
original issuance thereof shall ever again be reissued and all such 
shares so converted shall upon such conversion cease to be a part of the 
authorized shares of the Corporation.

x)   Notices of Record Date. In the event of any taking by the 
Corporation of a record of the holders of any class of securities for the 
purpose of determining the holders thereof who are entitled to receive 
any dividend (other than a cash dividend) or other distribution, any 
rights to subscribe for, purchase or otherwise acquire any shares of 
stock of any class or any other securities or property or to receive any 
other right, the Corporation shall mail to each holder of Series B 
Preferred Stock at least twenty (20) days prior to such record date, a 
notice specifying the date on which any such record is to be taken for 
the purpose of such dividend or distribution or right, and the amount and 
character of such dividend, distribution, or right.

xi)   Notices. Any notice required by the provisions of this subparagraph 
(f) to be given to holders of shares of Series B Preferred Stock shall be 
deemed given if deposited in the United States mail, postage prepaid, and 
addressed to each holder of record at his address appearing on the books 
of the Corporation.

(g)   Registration Rights. If the Corporation shall at any time propose 
the registration under the Securities Act of 1933 of an offering of its 
equity securities, the Corporation shall give written notice of its 
intention as promptly as practicable of such proposed registration to 
each and every holder of Series B Preferred Stock. The Corporation shall 
use its best effort to cause the registration of the shares of Class A 
Common Stock issued or issuable upon conversion of the Series B Preferred 
Stock (the "Conversion Shares") owned by the holder as the holder shall 
request to be included, upon the same terms (including the method of 
distribution), in any such offering; provided, however, that:

i)   the Corporation shall not be required to give notice or include such 
Conversion Shares in any registration if the proposed registration is (A) 
a registration of a stock option or compensation plan or of securities 
issued or issuable pursuant to any such plan or (B) a registration of 
securities proposed to be issued in exchange for securities or assets of, 
or in connection with a merger or consolidation with another corporation;

ii)   the Corporation may, without the consent of the holders of the 
Series B Preferred Stock, withdraw such registration statement and 
abandon the proposed offering in which the holder had requested to 
participate; and

iii)   the registration rights set forth in this subparagraph (g) shall 
be applicable to all Conversion Shares owned by the holder; and

iv)   notwithstanding the foregoing, if the offering of the securities 
pursuant to such registration statement is to be made by or through 
underwriters, the Corporation shall not be required to include Conversion 
Shares therein if and to the extent that the underwriter managing the 
offering reasonably believes in good faith that such inclusion would 
materially adversely affect such offering. The number of Conversion 
Shares to be included in the registration statement shall be reduced as 
follows: the number of shares of Class A Common Stock held by holders and 
by other shareholders of the Corporation pursuant to other piggyback 
registration rights ("Additional Holders") shall be reduced pro rata 
among the holders and the Additional Holders in accordance with the 
number of shares of Class A Common Stock entitled to be registered 
pursuant to piggyback registration rights by such holders and Additional 
Holders.

v)   Terms and Conditions of Registration Rights. The registration rights 
of the holder pursuant to this subparagraph (g) are subject to the 
following additional terms and conditions:

(1)   The holder shall provide the Corporation with such information with 
respect to the Conversion Shares to be sold, the plans for the proposed 
disposition thereof and such other information as shall, in the opinion 
of counsel for the Corporation, be necessary to enable the Corporation to 
include in such registration statement all material facts required to be 
disclosed with respect to the holder.

(2)   All expenses incurred by the Corporation in connection with any 
registration requested under this subparagraph (g) will be paid by the 
Corporation. Such expenses include, but are not limited to, printing 
expenses (including for such number of registration statements, 
prospectuses, and other filed material as the holder shall reasonably 
request), "blue sky" fees and expenses, and fees and disbursements of 
counsel and accountants for the Corporation, except that in any such 
requested registration, the holder shall pay the fees and disbursements 
of its counsel and any underwriting discounts and commissions with 
respect to such holder's Conversion Shares.

(3)   The Corporation will take all necessary action that may be required 
in qualifying or registering the Conversion Shares included in a 
registration statement, for offering and sale under the securities or 
blue sky laws of such states as are requested by the holders of such 
securities.

(h)   Reacquired Shares. Any shares of Series B Preferred Stock acquired 
by the Corporation in any manner whatsoever shall be retired and canceled 
promptly after the acquisition thereof and may not be reissued.

(i)   Rank. The Series B Preferred Stock shall rank, with respect to the 
distribution of assets, junior to the Series A Preferred Stock, but 
senior to any and all other series of any other class of Preferred Stock.

(j)   Amendment. The Articles of Incorporation of the Corporation shall 
not be amended in any manner which would materially alter or change the 
powers, preferences, or special rights of the Series B Preferred Stock so 
as to affect them adversely without the affirmative vote of the holders 
of at least two-thirds (2/3) of the outstanding shares of Series B 
Preferred Stock, voting together as a single class.

(k)   Protective Provisions. In addition to any other rights provided by 
law, so long as shares of Series B Preferred Stock shall be outstanding, 
the Corporation shall not, without obtaining the vote or written consent 
of the holders of a majority of the outstanding shares of Series B 
Preferred Stock:

i)   amend or repeal any provision of, or add any provision to, the 
Corporation's Articles of Incorporation bylaws if such action would 
materially alter or change the rights, preferences, privileges, or powers 
of, or the restrictions provided for the benefit of, the Series B 
Preferred Stock;

ii)   authorize or issue any class or series of equity securities having 
any preference or priority as to voting or distribution of assets upon 
liquidation, merger or otherwise which is superior to or on a parity with 
any such preference or priority of the Series B Preferred Stock; or

iii)   apply any of its assets to the redemption, retirement, purchase, 
or acquisition, directly or indirectly, of any shares of any class or 
series of common stock, except pursuant to subparagraph (d) and except 
from employees, advisors, officers, directors, and consultants of, and 
persons performing services for, this Corporation or its subsidiaries on 
terms approved by the board of directors upon termination of employment 
or association.

(l)   Equity Securities. "Equity Securities" shall mean securities of any 
class of stock, whether preferred or common, and any debt securities 
which are convertible into security of any class of stock, whether 
preferred or common.

3.6      The Corporation  designates twelve (12) shares of its Preferred 
Stock as Series C Convertible Preferred Stock (the "Series C Preferred 
Stock"), stated value $50,000 per share, with the following rights, 
preferences, and limitations:

(a)   Number. The number of shares constituting the Series C Preferred 
Stock shall be 12.

(b)   Dividend. Holders of the Series C Preferred Stock shall not be 
entitled to receive dividends.

(c)   Redemption. The Series C Preferred Stock shall be redeemable by the 
Company any time after issuance (the "Redemption Date") for $50,000 per 
share.

(d)   Liquidation Rights. In the event of any voluntary or involuntary 
liquidation, dissolution or winding up of the Corporation, the holders of 
Series C Convertible Preferred Stock shall be entitled to receive from 
the assets of the Corporation $50,000 per share, all of which shall be 
paid or set apart for payment after the payment or setting apart for 
payment of any amount for, or the distribution of any assets of the 
Corporation to, the holders of the Series A Preferred Stock or Series B 
Convertible Preferred Stock, but before the payment or setting apart for 
payment of any amount for, or the distribution of any assets of the 
Corporation to, the holders of common stock or any other class of equity 
security in connection with such liquidation, dissolution or winding up.  
Each share of Series C Convertible Preferred Stock shall rank on a parity 
with each other share of Series C Convertible Preferred Stock, with 
respect to the respective preferential amounts fixed for such series 
payable upon any distribution of assets by way of liquidation, 
dissolution, or winding up of the Corporation.  After the payment or 
setting apart of payment to the holders of Series C Convertible Preferred 
Stock of the preferential amount so payable to them, the holders of 
common shares shall be entitled to receive all remaining assets of the 
Corporation, except as qualified in Article Three of the Articles of 
Incorporation of the Corporation.  The Corporation covenants and agrees 
that so long as the Series C Convertible Preferred Stock is outstanding, 
the Corporation shall not issue any equity security with a liquidation 
preference senior to the Series C Convertible Preferred Stock.

(e)   Voting Rights. The holders of Series C Preferred Stock shad not be 
entitled to vote with the holders of common stock or separately as a 
class.

(f)   Conversion Rights. The holders of the Series B Preferred Stock 
shall have conversion rights as follows (the "Conversion Rights):

i)   Right to Convert. Each share of Series B Preferred Stock shall be 
convertible without the payment of any additional consideration by the 
holder thereof and, at the option of the holder thereof, at any time 
following 45 days from the date of issuance of Preferred Stock, which 
date shall be the same as the Closing Date as that term is deemed in the 
Securities Purchase Agreement by and between the Company and the holder 
hereof (the "Agreements"). Each share of Preferred Stock shall be 
convertible into such number of fu1ly paid and nonassessable shares of 
Common Stock as will be determined by dividing the amount of $50,000 by 
the Conversion Price. The Conversion Price is equal to the closing bid 
price on the conversion date. For the purposes of this paragraph, the 
closing bid price of common stock shall be the closing bid price as 
reported by the National Association of Securities Dealers, Inc. Small 
Cap or National Markets, or the closing bid price in the over-the-counter 
market or, in the event the common stock is listed on a stock exchange, 
the closing bid price on such exchange as reported in The Wall Street 
Joumal. The Conversion Price of the Series C Preferred Stock shall be 
subject to adjustment from time to time as provided below.

ii)   Mechanics of Conversion. Before any holder of Preferred Stock shall 
be entitled to convert the same into shares of Common Stock, he shall 
surrender the certificate or certificates therefor, duly endorsed, at the 
office of the Corporation or of any transfer agent for the Preferred 
Stock and shall give written notice (the "Notice of Conversions") to the 
Corporation at such office that he elects to convert the same. The 
Corporation shall, as soon as practicable thereafter, but not later than 
5 days, issue and deliver at such office to such holder of Preferred 
Stock a certificate or certificates for the number of shares of Common 
Stock to which he shall be entitled. The conversion date on the Notice of 
Conversion submitted to the Company shall be the date of conversion, 
however, if the Company does not receive the Notice of Conversion from 
the holder hereof within 5 business days of the conversion date on the 
Notice of Conversion, the date of conversion shall be deemed to have been 
the date on which the Company received the Notice of Conversion. The 
person or persons entitled to receive the shares of Common Stock issuable 
upon such conversion shall be treated for all purposes as the record 
holder or holders of such shares of Common Stock on such date.

iii)   Fractional Shares. In lieu of any fractional shares to which the 
holder of Preferred Stock would otherwise be entitled, the Corporation 
shall pay cash equal to such fraction multiplied by the fair market value 
of one share of Common Stock as determined by the board of directors of 
the Corporation. The number of whole shares issuable to each holder upon 
such conversion shall be determined on the basis of the number of shares 
of Common Stock issuable upon conversion of the total number of shares of 
Preferred Stock of each holder at the time converting into Common Stock.

iv)   Adjustment of Conversion Price. The Conversion Price of each series 
of Preferred Stock shall be subject to adjustment from time to time as 
follows:

(1)   If the Corporation shall issue any Common Stock other than 
"Excluded Stock," as defined below, for a consideration per share less 
than the Conversion Price in effect immediately prior to the issuance of 
such Common Stock (excluding stock dividends, subdivisions, split-ups, 
combinations, dividends or recapitalizations which are covered by 
subparagraphs (f)(iv)(3), (4), (5) and (6)   ), then, and in each such 
case, the Conversion Price in effect immediately after each such issuance 
shall forthwith (except as provided in this subparagraph (f)(iv)   ) be 
adjusted to a price equal to the quotient obtained by dividing

(a)   an amount equal to the sum of

(i)   the total number of shares of Common Stock By (including any shares 
of Common Stock issuable upon conversion of the Preferred Stock, or 
deemed to have been issued pursuant to subdivision (c)(i)(ii), (iii) and 
(iv) of subdivision (2) below but excluding shares issuable upon the 
exercise of outstanding options or warrants otherwise deemed to be 
outstanding pursuant to subdivision (c)(i) of clause (2) below) 
immediately prior to such issuance multiplied by the Conversion Price in 
effect immediately prior to such issuance, plus

(ii)   the consideration received by the Corporation upon such issuance, 
by

(b)   the total number of shares of Common Stock outstanding (including 
any shares of Common Stock issuable upon conversion of the Preferred 
Stock or deemed to have been issued pursuant to subdivision (c)(ii), 
(iii) and (iv) of clause (2) below but excluding shares issuable upon the 
exercise of  outstanding options or warrants otherwise deemed to be 
outstanding pursuant to subdivision (c)(i) of clause (2) below) immediate 
after the issuance of such Common Stock.

(2)   Except to the limited extent provided for in clauses (c)(iii) and 
(c)(iv) below, no adjustment of any Conversion Price pursuant to 
subparagraph (f)(iv)(1) shall have the effect of increasing such 
Conversion Price above the Conversion Price in effect immediately prior 
to such adjustment. For the purposes of subparagraph (f)(iv)(1), the 
following provisions shall be applicable:

(a)   In the case of the issuance of Common Stock for cash, the 
consideration shall be deemed to be the amount of cash paid therefor 
after deducting any discounts or commissions paid or incurred by the 
Corporation in connection with the issuance and sale thereof.

(b)   In the case of the issuance of Common Stock for a consideration in 
whole or in part other than cash, the consideration other than cash shall 
be deemed to be the fair value thereof as determined by the board of 
directors of the Corporation, in accordance with generally accepted 
accounting treatment: provided, however, that if, at the time of such 
determination, the Corporation's Common Stock is traded in the over-the-
counter market or on a national or regional securities exchange, such 
fair market value as determined by the board of directors of the 
Corporation shall not exceed the aggregate "Current Market Price" (as 
defined below) of the shares of Common Stock being issued.

(c)   In the case of the issuance of (i) options to purchase or rights to 
subscribe for Common Stock (other than Excluded Stock), (ii) securities 
by their terms convertible into or exchangeable for Common Stock (other 
than Excluded Stock), or (iii) options to purchase or rights to subscribe 
for such convertible or exchangeable securities (other than Excluded 
Stock):

(i)   the aggregate maximum number of shares of Common Stock deliverable 
upon exercise of such options to purchase or rights to subscribe for 
Common Stock shall be deemed to have been issued at the time such options 
or rights were issued and for a consideration equal to the consideration 
(determined in the manner provided in clauses (a) and (b) above), if any, 
received by the Corporation upon the issuance of such options or rights 
plus the minimum purchase price provided in such options or rights for 
the Common Stock covered thereby;

(ii)   the aggregate maximum number of shares of Common Stock deliverable 
upon conversion of or in exchange for any such convertible or 
exchangeable securities, or upon the exercise of options to purchase or 
rights to subscribe for such convertible or exchangeable securities and 
subsequent conversion or exchange thereof, shall be deemed to have been 
issued at the time such securities were issued or such options or rights 
were issued and for a consideration equal to the consideration received 
by the Corporation for any such securities and related options or rights 
(excluding any cash received on account of accrued interest or accrued 
dividends), plus the additional consideration, if any, to be received by 
the Corporation upon the conversion or exchange of such securities or the 
exercise of any related options or rights (the consideration in each case 
to be determined in the manner provided in clauses (a) and (b) above);

(iii)   upon any change in the number of shares of Common Stock 
deliverable upon exercise of a. such options or rights or conversion of 
or exchange for such convertible or exchangeable securities, or upon any 
change in the minimum purchase price of such options, rights or 
securities, other than a change resulting from the antidilution 
provisions of such options, rights or securities, the Conversion Price 
shall forthwith be recomputed to reflect such change; and

(iv)   on the expiration of any such options or rights, the termination 
of any such rights to convert or exchange or the expiration of any 
options or rights related to such convertible or exchangeable securities, 
the Conversion Price shall forthwith be readjusted to such Conversion 
Price as would have obtained had the adjustment made upon the issuance of 
such options, rights, convertible or exchangeable securities or options 
or rights related to such convertible or exchangeable securities, as the 
case may be, been made upon the basis of the issuance of only the number 
of shares of Common Stock (and convertible or exchangeable sock which 
remain in effect) actually issued upon the exercise of such options or 
rights, upon the conversion or exchange of such convertible or 
exchangeable securities or upon the exercise of the options or rights 
related to such convertible or exchangeable securities, as the case may 
be.

(3)   "Excluded Stock" shall mean:

(a)   all shares of Common Stock issued and outstanding on the date 
document is filed with the Colorado Secretary of State;

(b)   all shares of Series B Preferred Stock and the Common Stock into 
which such shares are convertible;

(c)   any shares reissued after repurchase by the Corporation from 
officers. Employees,. Directors, or consultants upon termination of 
services as provided by the terms of stock repurchase agreements approved 
by the Board of Directors provided such shares are reissued to officers, 
employees, directors or consultants pursuant to approval by the Board of 
Directors of the Corporation; and

(d)   all shares of Common Stock issued or issuable in connection with 
capital asset leases or borrowings for the acquisition of capital assets 
pursuant to approval by the Board of Directors of the Corporation.

(4)   If the number of shares of Common Stock outstanding at any time 
after the date hereof is increased by a stock dividend payable in shares 
of Common Stock or by a subdivision or split-up of shares of Common 
Stock, then, on the date such payment is made or such change is 
effective, the Conversion Price of a series of Preferred Stock shall be 
appropriately decreased so that the number of shares of Common Stock 
issuable on conversion of any shares of such series of Preferred Stock 
shall be increased in proportion to such increase of outstanding shares.

(5)   If the number of shares of Common Stock outstanding at any time 
after the date hereof is decreased by a combination of the outstanding 
shares of Common Stock, them on the effective date of such combination, 
the Conversion Price of a series of Preferred Stock shall be 
appropriately increased so that the number of shares of Common Stock 
issuable on conversion of any shares of a series of Preferred Stock shall 
be decreased in proportion to such decrease in outstanding shares.

(6)   In case the Corporation shall declare a cash dividend upon its 
Common Stock payable otherwise than out of retained earnings or shall 
distribute to holders of its Common Stock shares of its capital stocks 
(other than Common Stock), stock or other securities of other persons, 
evidences of indebtedness issued by the Corporation or other persons, 
assets (excluding cash dividends) or options or rights (excluding options 
to purchase and rights to subscribe for Common Stock or other securities 
of the Corporation convertible into or exchangeable for Common Stock), 
then, in each such case, the holders of shares of a series of Preferred 
Stock shall, concurrent with the distribution to bolder of Common Stock, 
receive a like distribution based upon the number of shares of Common 
Stock into which such shares of Preferred Stock is then convertible.

(7)   In case any time after the date hereof, of any capital 
reorganization, or any reclassification of the stock of the Corporation 
(other than as a result of a stock dividend or subdivision, split up or 
combination of shares), or the consolidation or merger of the Corporation 
with or into another person (other than a consolidation or merger in 
which the Corporation is the continuing entity and which does not result 
in any change in the Common Stock), or of the sale or other disposition 
of all or substantially all the properties and assets of the Corporation 
the shares of a series of Preferred Stock shall after such 
reorganization, reclassification, consolidation, merger, sale or other 
disposition be convertible into the kind and number of shares of stock or 
other securities or property of the Corporation or otherwise to which 
such holder would have been entitled if immediately prior to such 
reorganization, reclassification, consolidation, merger, sale or other 
disposition he had converted his shares of such series of Preferred Stock 
into Common Stock. The provisions of this clause shall similarly apply to 
successive reorganizations, reclassifications, consolidations, merges, 
sales or other dispositions.

(8)   All calculations under this subparagraph (f) shall be made to the 
nearest cent or to the nearest one hundredth (1/100) of a share, as the 
case may be.

(9)   For the purpose of any computation pursuant to this subparagraph 
(f)(iv), the "Current Market Price" at any date of one share of Common 
Stock, shall be deemed to be the average of the highest reported bid and 
the lowest reported offer prices on the preceding business day as 
furnished by the National Quotation Bureau. Incorporated (or equivalent 
recognized source of quotations); provided, however, that if the Common 
Stock is not traded in such manner that the quotations referred to in 
this clause (9) are available for the period required hereunder, Current 
Market Price shall be determined in good faith by the board of directors 
of the Corporation, but if challenged by the holders of more than 50% of 
the outstanding Preferred Stock then as determined by an independent 
appraiser selected by the board of directors of the Corporation, the cost 
of such appraisal to be borne equally by the Corporation and the 
challenging parties.

ii)   Minimal Adjustments. No adjustment in the Conversion Price need be 
made if such adjustment would result in a change in the Conversion Price 
of less than $0.01 Any adjustment of less than $0.01 which is not made 
shall be carried forward and shall be made at the time of and together 
with any subsequent adjustment which, on a cumlative basis, amounts to an 
adjustment of $0.01 or more in the Conversion Price.

iii)   No Impairment. The Corporation will not through any reorganization 
recapitalization, transfer of assets, consolidation, merger, dissolution, 
issue or sale of securities or any other voluntary action, avoid or seek 
to avoid the observance or performance of any of the terms to be observed 
or performed hereunder by the Corporation, but will at all times in good 
faith assist in the carrying out of all the provisions of this 
subparagraph (f) and in the taking of all such action as may be necessary 
or appropriate in order to protect the Conversion Rights of the holders 
of Preferred Stock against impairment.

iv)   Certificate as to Adjustments. Upon the occurrence of each 
adjustment or readjustment of the Conversion Rate pursuant to this 
subparagraph (f), the Corporation at its expense shall promptly compute 
such adjustment or readjustment in accordance with the terms hereof and 
prepare and furnish to each holder of Preferred Stock a certificate 
setting forth such adjustment or readjustment and showing in detail the 
facts upon which such adjustment or readjustment  is based. The 
Corporation shall, upon written request at any time of any holder of 
Preferred Stock, furnish or cause to be furnished to such holder a like 
certificate setting forth (i) such adjustments and readjustments, (ii) 
the Conversion Rate of such series at the time in effect, and (iii) the 
number of shares of Common Stock and the amount, if any, of other 
property which at the time would be received upon the conversion of such 
holder's shares of Preferred Stock.

v)   Reservation of Stock Issuable Upon Conversion. The Corporation shall 
at all times eserve and keep available out of its authorized but unissued 
shares of Common Stock solely for the purpose of effecting he conversion 
of the shares of Preferred Stock such number of its shares of Common 
Stock as shall from time to time be sufficient to effect the conversion 
of all outstanding shares of Preferred Stock; and if at any time the 
number of authorized but unissued shares of Common Stock shall not be 
sufficient to effect the conversion of all then outstanding shares of 
Preferred Stock, the Corporation will take such corporate action as may, 
in the opinion of its consul, be necessary to increase its authorized but 
unissued shares of Common Stock to such number of shares as shall be 
sufficient for such purpose.

vi)   No Reissuance of Converted Shares. No shares of Preferred Stock 
which have been converted into Common Stock after the original issuance 
thereof shall ever again be reissued and all such shares so converted 
shall upon such conversion cease to be a part of the authorized shares of 
the Corporation

vii)   Notices of Record Date. In the event of any taking by the 
Corporation of a record of the holders of any class of securities for the 
purpose of determining the holders thereof who are entitled to receive 
any dividend (other than a cash dividend) or other distribution, any 
right to subscribe for, purchase or otherwise acquire any shares of stock 
of any class or any other securities or property or to receive any other 
right, the Corporation shall mail to each holder of Preferred Stock: at 
least twenty (20) days prior to such record date, a notice specifying the 
date on which any such record is to be taken for the purpose of such 
dividend or distribution or right, and the amount ant character of such 
divided, distribution or right.

viii)   Notices. Any notice required by provisions of this subparagraph 
(f) to be given to holders of shares of Preferred Stock shall be deemed 
given if deposited in United States mail, postage prepaid, and addressed 
to each holder of record at his address appearing on the books of the 
Corporation.

(g)   Reacquired Shares. Any shares of Series C Preferred Stock acquired 
by the Corporation in any manner whatsoever shall be retired and canceled 
promptly after the acquisition thereof and may not be reissued.

(h)   Rank. The Series C Preferred Stock shall rank, with respect to the 
distribution of assets, junior to the Series A Preferred Stock and the 
Series B Preferred Stock, but senior to any and all other series of any 
other class of Preferred Stock;

(i)   Protective Provisions. In addition to any other rights provided by 
law, so long as shares of Series B Preferred Stock shall be outstanding, 
the Corporation shall not, without obtaining the vote or written consent 
of the holders of a majority of the outstanding shares of Preferred 
Stock:

i)   amend or repeal any provision of, or add any provision to, the 
Corporation's Articles of InCorporation or bylaws if such action would 
materially altar or change the rights, preferences, privileges or powers 
of, or the restrictions provided for the benefit of, the Preferred Stock:

ii)   authorize or issue any class or series of equity securities having 
any preference or priority as to voting, dividends or distribution of 
assets upon liquidation, merger or otherwise which is superior to or on a 
parity with any such preference or priority of the Preferred Stock;

iii)   declare or pay a dividend on any shares of Common Stock or other 
shares of capital stock of the Corporation which are junior to the 
Preferred Stock in liquidation preference if any Preferred dividends for 
the then current fiscal year remains unpaid; or

iv)   apply any of its assets to the redemption, retirement, purchase or 
acquisition, directly or indirectly, of any shares of any class or series 
of Common Stock, except pursuant to subparagraph (d) and except from 
employees, advisors, officers, directors and consultants of, and persons 
performing services for, this Corporation or its subsidiaries on terms 
approved by the board of directors upon termination of employment or 
association.

(j)   Equity Security. "Equity Security" shall mean a security of any 
class of stock, whether preferred or common, and any debt security which 
is convertible into a security of any class of stock, whether preferred 
or common.

3.7   The Corporation designates five hundred thousand (500,000) shares 
of its Preferred Stock as Series D Convertible Preferred Stock (the 
"Series D Preferred Stock"), stated value $2.50 per share, with the 
following rights, preferences, and limitations:

(a)   Number.  The corporation shall have the authority to issue not more 
than 500,000 shares of Series D Preferred Stock at the discretion of the 
Board of Directors.

(b)   Dividends.  Shares of Series D Preferred Stock shall not be 
entitled to receive any dividends.

(c)   Liquidation Rights.  The Series D Preferred Stock shall be entitled 
to $2.50 per share upon the liquidation, dissolution, or winding-up of 
the affairs of the Company in preference to all classes of Class A Common 
Stock and any junior class of preferred stock, but is not entitled to 
participate in the assets or profits of the Company beyond its 
liquidation preference.  The Company may not create a class of Preferred 
Stock which has a preference in liquidation which is senior in priority 
to the Series D Preferred Stock without the prior consent of the holders 
of the Series D Preferred Stock.  

(d)   Optional Redemption.  The Company may redeem the Series D Preferred 
Stock at any time, in whole or in part, at the option of the Company for 
cash at the redemption price of $2.50 per share.  In the event the 
Company shall redeem shares of Series D Preferred Stock for cash, notice 
of such redemption shall be given by first class mail, postage prepaid, 
mailed not less than 30 nor more than 60 days prior to the redemption 
date, to each holder of record of the shares to be redeemed, at such 
holder's address as the same appears on the stock register of the 
Company.  Each such notice shall state: (1) the redemption date; (2) the 
number of shares of Series D Preferred Stock to be redeemed and, if less 
than all the shares held by such holder are to be redeemed, the number of 
such shares to be redeemed from such holder; (3) the redemption price; 
and (4) the place or places where certificates for such shares are to be 
surrendered for payment of the redemption price.  Notice having been 
mailed as aforesaid, from and after the redemption date (unless default 
shall be made by the Company in providing money for the payment of the 
redemption price) said shares shall no longer be deemed to be 
outstanding, and all rights of the holders thereof as stockholders of the 
Company (except the right to receive from the Company the redemption 
price, as the case may be) shall cease. Upon surrender in accordance with 
said notice of the certificates for any shares so redeemed (properly 
endorsed or assigned for transfer, if the Board of Directors of the 
Company shall so require and the notice shall so state), such shares 
shall be redeemed by the Company at the redemption price as aforesaid. If 
less than all the outstanding shares of the Series D Preferred Stock are 
to be redeemed, shares to be redeemed shall be selected by the Company 
from outstanding shares of Series D Preferred Stock not previously called 
for redemption by lot or pro rata or in such other manner as the Board of 
Directors of the Company may determine. A new certificate shall be issued 
representing the unredeemed shares without cost to the holder thereof.  
No failure to mail such notice or any defect therein or in the mailing 
thereof shall affect the validity of the proceedings for such redemption 
except as to the holder to whom the Company has failed to mail such 
notice or except as to the holder whose notice was defective. 

(e)   Mandatory Redemption.  The Company will not consolidate or merge 
into or transfer all or substantially all of its assets to any person 
unless all outstanding shares of  Series D Preferred Stock shall have 
been called for redemption for cash in accordance with the provisions 
hereof or unless: (i) the person is a corporation organized under the 
laws of the United States of America, any State or the District of 
Columbia, and (ii) the successor corporation assumes all of the Company's 
obligations in respect of the Series D Preferred Stock.

(f)   Conversion.  The shares of Series D Preferred Stock shall be 
convertible at the principle office of the Company, and at such other 
place or places, if any, as the Board of Directors of the Company may 
designate, into fully paid and non-assessable shares (calculated as to 
each conversion to the nearest l/100th of a share) of Class A Common 
Stock. The number of shares of common stock issuable upon conversion of 
each share of the Series D Preferred Stock shall be equal to $2.50 
divided by the conversion price in effect at the time of conversion 
determined as hereinafter provided. The price at which shares of Common 
Stock shall be delivered upon conversion (the "Conversion Price") shall 
be initially $0.0125 per share of Common Stock; provided, however, that 
such Conversion Price shall be subject to adjustment from time to time in 
certain instances as hereinafter provided. No payment or adjustment shall 
be made in respect of dividends on the Class A Common Stock upon 
conversion of shares of the Series D Preferred Stock. If the Company 
calls any shares of the Series D Preferred Stock for redemption, such 
right of conversion shall cease and terminate, as to the shares 
designated for redemption, at the close of business on the redemption 
date, unless the Company defaults in the payment of the redemption price. 
No fractional shares of Class A Common Stock will be issued, and instead 
the number of shares of Class A Common Stock to be issued on conversion 
of Series D Preferred Stock will, to the extent necessary, be rounded up 
to the nearest whole number of shares.

i)   Before any holder of shares of the Series D Preferred Stock shall be 
entitled to convert the same into Class A Common Stock, the holder shall 
surrender the certificate or certificates therefor, duly endorsed to the 
Company or in blank, at the principle office of the Company or at such 
other place or places, if any, as the Board of Directors of the Company 
has designated, and shall give written notice to the Company at said 
office or place that it elects to convey the same and shall state in 
writing therein the name or names (with addresses) in which it wishes the 
certificate or certificates for Class A Common Stock to be issued.  The 
Company will, as soon as practicable thereafter, issue and deliver at 
said office or place to such holder of shares of the Series D Preferred 
Stock, or to its nominee or nominees, certificates for the number of full 
shares of Class A Common Stock to which it shall be entitled as 
aforesaid. Shares of the Series D Preferred Stock shall be deemed to have 
been converted as of the close of business on the date of the surrender 
of such shares for conversion as provided above, and the person or 
persons entitled to receive the Class A Common Stock issuable upon 
conversion shall be treated for all purposes as the record holder or 
holders of such Class A Common Stock as of the close of business on such 
date.

ii)   The Conversion Price in effect at any time shall be subject to 
adjustment as follows: 

(1)   In case the Company shall (A) declare a dividend on its Class A 
Common Stock in shares of Class A Common Stock, (B) subdivide its 
outstanding shares of Class A Common Stock, (C) combine its outstanding 
shares of Class A Common Stock into a smaller number of shares, or (D) 
issue by reclassification of its Class A Common Stock (including any such 
reclassification in connection with a consolidation or merger in which 
the Company is the continuing corporation) any shares of its capital 
stock, the Conversion Price in effect at the time of the record date for 
such dividend or of the effective date of such subdivision, combination 
or reclassification shall be proportionately adjusted so that the holder 
of any share of the Series D Preferred Stock surrendered for conversion 
after such time shall be entitled to receive the kind and amount of 
shares which it would have owned or have been entitled to receive had 
such share of the Series D Preferred Stock been converted immediately 
prior to such time.  Such adjustment shall be made successively whenever 
any event listed above shall occur.

(2)   In case the Company shall distribute to all holders of its Class A 
Common Stock (including any such distribution made in connection with a 
consolidation or merger in which the Company is the continuing 
corporation) evidences of its indebtedness or assets (excluding dividends 
or other distributions paid out of earned surplus), the Conversion Price 
shall be adjusted so that the same shall equal the price determined by 
multiplying the Conversion Price in effect immediately prior to the close 
of business on the date fixed for the determination of stockholders 
entitled to receive such distribution by a fraction of which the 
numerator shall be the Current Market Price per share of the Class A 
Common Stock on the date fixed for such determination less the fair 
market value (as determined by the Board of Directors of the Company, 
whose determination shall be conclusive and described in a Board 
Resolution of the Company filed with the Company) of the portion of the 
assets or evidences of indebtedness so distributed applicable to one 
share of Class A Common Stock and the denominator shall be such Current 
Market Price per share of the Class A Common Stock on the date fixed for 
such determination, such adjustment to become effective immediately prior 
to the opening of business of the day following the date fixed for the 
determination of stockholders entitled to receive such distribution. 

(3)   For the purpose of any computation under clause (2) above, the 
"Current Market Price" on any date shall be deemed to be the average of 
the daily closing prices per share of Class A Common Stock for 20 
consecutive business days selected by the Company commencing 35 business 
days before such date. The closing price for each day shall be the last 
sale price or, in case no such sale takes place on such day, the average 
of the closing bid and asked prices, in either case on the New York Stock 
Exchange, or, if the Class A Common Stock is not listed or admitted to 
trading on such Exchange, on the principal national securities exchange 
on which the Class A Common Stock is listed or admitted to trading or, if 
it is not listed or admitted to trading on any national securities 
exchange, the average of the closing bid and asked prices as furnished by 
any member of the National Association of Securities Sealers, Inc., 
selected from time to time by the Company for that purpose. 

(4)   All calculations under this subparagraph (ii) shall be made to the 
nearest cent or the nearest l/100th of a share, as the case may be.

iii)   In case of any consolidation or merger of the Company with or into 
any other corporation (other than a consolidation or merger in which the 
Company is the continuing corporation), or in case of any sale or 
transfer of all or substantially all of the assets of the Company, the 
holder of each share of Series D Preferred Stock shall after such 
consolidation, merger, sale or transfer have the right to convert such 
share of the Series D Preferred Stock into the kind and amount of shares 
of stock and other securities and property which such holder would have 
been entitled to receive upon such consolidation, merger, sale or 
transfer if he had held the Class A Common Stock issuable upon the 
conversion of such share of the Series D Preferred Stock immediately 
prior to such consolidation, merger, sale or transfer.

iv)   In the event that at any time, as a result of an adjustment made 
pursuant to subparagraph (ii) above, the holder of any share of Series D 
Preferred Stock surrendered for conversion shall become entitled to 
receive any securities other than shares of Class A Common Stock, 
thereafter the amount of such other securities so receivable upon 
conversion of any share of the Series D Preferred Stock shall be subject 
to adjustment from time to time in a manner and on terms as nearly 
equivalent as practicable to the provisions with respect to the Class A 
Common Stock contained in paragraphs (i) to (iii), inclusive, above, and 
the provisions of this subparagraph (f) with respect to the Class A 
Common Stock shall apply on like terms to any such other securities.

v)   No adjustment in the Conversion Price shall be required unless such 
adjustment would require a change of at least l % in such price; 
provided, however, that any adjustments which by reason of this 
subparagraph (v) are not required to be made shall be carried forward and 
taken into account in any subsequent adjustment.

vi)   Whenever the Conversion Price is adjustable as herein provided:

(1)   the Company shall promptly file with corporate books of the Company 
a certificate of the treasurer of the Company setting forth the adjusted 
Conversion Price and showing in reasonable detail the facts upon which 
such adjustment is based, including a statement of the consideration 
received or to be received by the Company for any shares of Class A 
Common Stock issued or deemed to have been issued; and 

(2)   a notice stating that the Conversion Price has been adjusted and 
setting forth the adjusted Conversion Price, and within ten (10) business 
days after it is required, said notice shall be mailed to all holders of 
Series D Preferred Stock determined as of the date the notice was first 
required, and upon the mailing of such notice no other notice need be 
given of that adjustment in the Conversion Price.

vii)   The Company will at all times reserve, keep available and be 
prepared to issue, free from any preemptive rights, out of its authorized 
but unissued Class A Common Stock, solely for the purpose of effecting 
conversion of the Series D Preferred Stock, the full number of shares of 
Class A Common Stock then issuable upon the conversion of all outstanding 
Series D Preferred Stock. The Company shall from time to time, in 
accordance with the laws of the State of Georgia, endeavor to amend its 
Articles of Incorporation to increase the authorized amount of its Class 
A Common Stock if at any time the authorized amount of its Class A Common 
Stock remaining unissued shall be not sufficient to permit the conversion 
of all Series D Preferred Stock. The Company shall, if any shares of 
Class A Common Stock required to be reserved for issuance upon conversion 
of Series D Preferred Stock pursuant to this subparagraph (f) require 
registration with or approval of any governmental authority under any 
Federal or state law before such shares may be issued upon such 
conversion, endeavor to cause such shares to be so registered or approved 
as expeditiously as possible.

viii)   The Company will pay any and all taxes that may be payable in 
respect of the issue or delivery of shares of Class A Common Stock on 
conversion of shares of the Series D Preferred Stock pursuant hereto. The 
Company shall not, however, be required to pay any tax which may be 
payable in respect of any transfer involved in the issue or transfer and 
delivery of shares of Class A Common Stock in a name other than that in 
which the shares of the Series D Preferred Stock so converted were 
registered, and no such issue or delivery shall be made unless and until 
the person requesting such issue has paid to the Company the amount of 
any such tax or has established to the satisfaction of the Company that 
such tax has been paid.

(g)   Voting Rights.  The holders of Series D Preferred Stock shall be 
entitled to elect two directors at all annual meetings of the 
shareholders of the Company.

                            ARTICLE FOUR

     The initial registered office of the corporation is located at 2300 
Northlake Centre Drive, Suite 200, Tucker, Georgia 30084. The initial 
registered agent of the corporation at its registered office is Robert J. 
Mottern.

                            ARTICLE FIVE

The name and address of the incorporator is:  Robert J. Mottern, Mottern, 
Fisher & Rosenthal, P.C., 2300 Northlake Centre Drive, Suite 200, Tucker, 
Georgia 30084.

                            ARTICLE SIX

     The mailing address of the initial principal office of the 
corporation is 3500 Parkway Lane, Suite 435, Norcross, Georgia 30092.

                           ARTICLE SEVEN

     7.1     A director of the corporation shall not be personally liable 
to the corporation or its shareholders for monetary damages for breach of 
duty of care or other duty as a director, except for liability (i) for 
any appropriation, in violation of his duties, of any business 
opportunity of the corporation, (ii) for acts or omissions which involve 
intentional misconduct of a knowing violation of law, (iii) of the types 
set forth in O.C.G.A.  14-2-832, or (iv) for any transaction from which 
the director derived an improper personal benefit.

     7.2     Any repeal or modification of the provisions of this Article 
by the shareholders of the corporation shall be prospective only, and 
shall not adversely affect any limitation on the personal liability of a 
director of the corporation with respect to any act or omission occuring 
prior to the effective date of such repeal or modification.

     7.3     If the Georgia Business Corporation Code is hereafter 
amended to authorize the further elimination or limitation of the 
liability of directors, then the liability of a director of the 
corporation, in additona to the limitation on personal liability provided 
herein, shall be limited to the fullest extent permitted by the amended 
Georgia Business Corporation Code.

     7.4     In the event that any of the provisions of this Article 
(including within a single sentence) is held by a court of competent 
jurisdiction to be invalid, void or otherwise unenforceable, the 
remaining provisions are severable and shall remain enforceable to the 
fullest extent permitted by law.

     IN WITNESS WHEREOF, the undersigned executes these Articles of 
Incorporation this 8th day of April, 1998.



                               /s/ Robert J. Mottern 
                               Robert J. Mottern, Incorporator 

EX-3.2

                                BYLAWS

                             ARTICLE ONE
                           Offices and Agent

Section 1.1 Registered Office and Agent. The corporation shall maintain a 
registered office in the State of Georgia and shall have a registered 
agent whose business office is identical to the registered office 

Section 1.2 Other Offices. In addition to its registered office, the 
corporation may have offices at any other place or places, within or 
without the State of Georgia, as the Board of Directors may from time to 
time select or as the business of the corporation may require or make 
desirable. 

                              ARTICLE TWO
                         Shareholders' Meetings

Section 2.1 Place of Meetings. Meetings of shareholders may be held at 
any place within or without the State of Georgia as set forth in the 
notice thereof or in the event of a meeting held pursuant to waiver of 
notice, as set forth in the waiver, or if no place is so specified, at 
the principal office of the corporation. 

Section 2.2 Annual Meetings. The annual meeting of shareholders shall be 
held at a date and time set by the Board of Directors within 120 days 
after the end of the corporation's fiscal year, unless that day is a 
legal holiday, and in that event on the next succeeding business day, for 
the purpose of electing directors and transacting any and all business 
that may properly come before the meeting. If the annual meeting of 
shareholders is not held on the day designated in this Section 2.2, any 
business, including the election of directors, that might properly have 
been acted upon at that meeting may be acted upon at a special meeting in 
lieu of the annual meeting held pursuant to these bylaws or held pursuant 
to a court order. 

Section 2.3 Special Meetings. Special meetings of shareholders or a 
special meeting in lieu of the annual meeting of shareholders may be 
called at any time by the Board of Directors or the President. Special 
meetings of shareholders or a special meeting in lieu of the annual 
meeting of shareholders shall be called by the corporation upon the 
written request of the holders of Fifty percent (50%) of all the votes 
entitled to be cast on the issue or issues proposed to be considered at 
the proposed special meeting. 

Section 2.4 Notice of meetings. Unless waived as contemplated in Section 
5.2, a notice of each meeting of shareholders stating the date, time and 
place of the meeting shall be given not less than ten (10) days nor more 
than sixty (60) days before the date thereof, by or at the direction of 
the President, the Secretary, or the officer or persons calling the 
meeting, to each shareholder entitled to vote at that meeting. In the 
case of an annual meeting, the notice need not state the purpose or 
purposes of the meeting unless the articles of incorporation or the 
Georgia Business Corporation Code (the "Code") requires the purpose or 
purposes to be stated in the notice of the meeting. In the case of a 
special meeting, including a special meeting in lieu of an annual 
meeting, the notice of meeting shall state the purpose or purposes for 
which the meeting is called. 

Section 2.5 Voting Group. Voting group means all shares of one or more 
classes or series that are entitled to vote and be counted together 
collectively on a matter at a meeting of shareholders. All shares 
entitled to vote generally on the matter are for that purpose a single 
voting group. 

Section 2.6 Quorum. With respect to shares entitled to vote as a separate 
voting group on a matter at a meeting of shareholders, the presence, in 
person or by proxy, of a majority of the votes entitled to be cast on the 
matter by the voting group shall constitute a quorum of that voting group 
for action on that matter unless the articles of incorporation or the 
Code provides otherwise. Once a share is represented for any purpose at a 
meeting, other than solely to object to holding the meeting or to 
transacting business at the meeting, it is deemed present for quorum 
purposes for the remainder of the meeting and for any adjournment of the 
meeting unless a new record date is or must be set for the adjourned 
meeting pursuant to Section 8.7 of these bylaws. 

Section 2.7 Vote Required for Action. If a quorum exists, action on a 
matter (other than the election of directors) by a voting group is 
approved if the votes cast within the voting group favoring the action 
exceed the votes cast opposing the action, unless the articles of 
incorporation, provisions of these bylaws validly adopted by the 
shareholders, or the Code requires a greater number of affirmative votes. 
If the articles of incorporation or the Code provide for voting by two or 
more voting groups on a matter, action on that matter is taken only when 
voted upon by each of those voting groups counted separately. Action may 
be taken by one voting group on a matter even though no action is taken 
by another voting group entitled to vote on the matter. With regard to 
the election of directors, unless otherwise provided in the articles of 
incorporation, if a quorum exists, action on the election of directors is 
taken by a plurality of the votes cast by the shares entitled to vote in 
the election. 

Section 2.8 Voting of Shares. Unless the articles of incorporation or the 
Code provides otherwise, each outstanding share having voting rights 
shall be entitled to one vote on each matter submitted to a vote at a 
meeting of shareholders. Voting on all matters shall be by voice vote or 
by show of hands unless any qualified voter, prior to the voting on any 
matter, demands vote by ballot, in which case each ballot shall state the 
name of the shareholder voting and the number of shares voted by him, and 
if the ballot be cast by proxy, it shall also state the name of the 
proxy. 

Section 2.9 Proxies. A shareholder entitled to vote pursuant to Section 
2.8 may vote in person or by proxy pursuant to an appointment of proxy 
executed in writing by the shareholder or by his attorney in fact. An 
appointment of proxy shall be valid for only one meeting to be specified 
therein, and any adjournments of such meeting, but shall not be valid for 
more than eleven months unless expressly provided therein. Appointments 
of proxy shall be dated and filed with the records of the meeting to 
which they relate. If the validity of any appointment of proxy is 
questioned, it must be submitted to the secretary of the meeting of 
shareholders for examination or to a proxy officer or committee appointed 
by the person presiding at the meeting. The secretary of the meeting or, 
if appointed, the proxy officer or committee, shall determine the 
validity or invalidity of any appointment of proxy submitted and 
reference by the secretary in the minutes of the meeting to the 
regularity of an appointment of proxy shall be received as prima facie 
evidence of the facts stated for the purpose of establishing the presence 
of a quorum at the meeting and for all other purposes. 

Section 2.10 Presiding Officer. The President shall serve as the chairman 
of every meeting of shareholders unless another person is elected by 
shareholders to serve as chairman at the meeting. The chairman shall 
appoint any persons he deems required to assist with the meeting. 

Section 2.11 Adjournments. Whether or not a quorum is present to organize 
a meeting, any meeting of shareholders (including an adjourned meeting) 
may be adjourned by the holders of a majority of the voting shares 
represented at the meeting to reconvene at a specific time and place, but 
no later than 120 days after the date fixed for the original meeting 
unless the requirements of the Code concerning the selection of a new 
record date have been met. At any reconvened meeting within that time 
period, any business may be transacted that could have been transacted at 
the meeting that was adjourned. If notice of the adjourned meeting was 
properly given, it shall not be necessary to give any notice of the 
reconvened meeting or of the business to be transacted, if the date, time 
and place of the reconvened meeting are announced at the meeting that was 
adjourned and before adjournment; provided, however, that if a new record 
date is or must be fixed, notice of the reconvened meeting must be given 
to persons who are shareholders as of the new record date. 

Section 2.12 Action of Shareholders Without a Meeting. Action required or 
permitted to be taken at a meeting of shareholders may be taken without a 
meeting if the action is taken by all shareholders entitled to vote on 
the action or, if so provided in the articles of incorporation, by 
persons who would be entitled to vote at a meeting shares having voting 
power to cast not less than the minimum number (or numbers, in the case 
of voting by groups) of votes that would be necessary to authorize or 
take the action at a meeting at which all shareholders entitled to vote 
were present and voted. The action must be evidenced by one or more 
written consents describing the action taken, signed by shareholders 
entitled to take action without a meeting and delivered to the 
corporation for inclusion in the minutes or filing with the corporate 
records. The corporation shall give written notice of actions taken as 
required by the Code. 

                          ARTICLE THREE
                      The Board of Directors

Section 3.1 General Powers. All corporate powers shall be exercised by or 
under the authority of, and the business and affairs of the corporation 
shall be managed under the direction of, the Board of Directors. In 
addition to the powers and authority expressly conferred upon it by these 
bylaws, the Board of Directors may exercise all powers of the corporation 
and do all lawful acts and things that are not by law, by any legal 
agreement among shareholders, by the articles of incorporation or by 
these bylaws directed or required to be exercised or done by the 
shareholders. 

Section 3.2 Number, Election and Term of Office. The number of directors 
of the corporation shall not be less than one nor more than seven, the 
precise number to be fixed by resolution of shareholders or of the Board 
of Directors from time to time. Except as provided in Section 3.4, the 
directors shall be elected by the vote of shareholders as set forth in 
Section 2.7 at each annual meeting of shareholders or special meeting in 
lieu of the annual meeting. Except in case of death, written resignation, 
retirement, disqualification, or removal, each director shall serve until 
the next succeeding annual meeting and thereafter until his successor is 
elected and qualifies or until the number of directors is decreased. 

Section 3.3 Removal One or more directors may be removed from office with 
or without cause by shareholders by a majority of the votes entitled to 
be cast. If the director was elected by a voting group, only shareholders 
of that voting group may participate in the vote to remove him. Removal 
action may be taken at any meeting of shareholders with respect to which 
the notice stated that the purpose, or one of the purposes, of the 
meeting is removal of the director, and a removed director's successor 
may be elected at the same meeting. 

Section 3.4 Vacancies. A vacancy occurring in the Board of Directors, 
other than by reason of an increase in the number of directors, shall be 
filled for the unexpired term by the first to take action of (a) 
shareholders or (b) the Board of Directors, and if the directors 
remaining in office constitute fewer than a quorum of the Board of 
Directors, they may fill the vacancy by the affirmative vote of a 
majority of all directors remaining in office. If the vacant office was 
held by a director elected by a voting group, only the holders of shares 
of that voting group or the remaining directors elected by that voting 
group are entitled to vote to fill the vacancy. A vacancy occurring in 
the Board of Directors by reason of an increase in the number of 
directors shall be filled in like manner as any other vacancy, but if 
filled by action of the Board of Directors shall only be for a term of 
office continuing until the next election of directors by shareholders 
and until the election and qualification of a successor. 

Section 3.5 Compensation. Unless the articles of incorporation provide 
otherwise, the Board of Directors may determine from time to time the 
compensation, if any, directors may receive for their services as 
directors. A director may also serve the corporation in a capacity other 
than that of director and receive compensation, as determined by the 
Board of Directors, for services rendered in any other capacity. 

                          ARTICLE FOUR
                Meetings of the Board of Directors 

Section 4.1 Regular Meetings. Regular meetings of the Board of Directors 
shall be held immediately after the annual meeting of shareholders or a 
special meeting in lieu of the annual meeting. In addition, the Board of 
Directors may schedule other meetings to occur at regular intervals 
throughout the year. 

Section 4.2 Special Meetings. Special meetings of the Board of Directors 
may be called by or at the request of the President or by any two 
directors in office at that time. 

Section 4.3 Place of Meetings. Directors may hold their meetings at any 
place within or without the State of Georgia as the Board of Directors 
may from time to time establish for regular meetings or as set forth in 
the notice of special meetings or, in the event of a meeting held 
pursuant to waiver of notice, as set forth in the waiver. 

Section 4.4 Notice of Meetings. No notice shall be required for any 
regularly scheduled meeting of the directors. Unless waived as 
contemplated in Section 5.2, each director shall be given at least one 
day's notice (as set forth in Section 5.1) of each special meeting 
stating the date, time, and place of the meeting. 

Section 4.5 Quorum. Unless a greater number is required by the articles 
of incorporation, these bylaws, or the Code, a quorum of the Board of 
Directors consists of a majority of the total number of directors that 
has been prescribed by resolution of shareholders or of the Board of 
Directors pursuant to Section 3.2. 

Section 4.6 Vote Required for Action. (a) If a quorum is present when a 
vote is taken, the affirmative vote of a majority of directors present is 
the act of the Board of Directors unless the Code, the articles of 
incorporation, or these bylaws require the vote of a greater number of 
directors. 

(b) A director who is present at a meeting of the Board of Directors or a 
committee of the Board of Directors when corporate action is taken is 
deemed to have assented to the action taken unless: 

(1) He objects at the beginning of the meeting (or promptly upon his 
arrival) to holding it or transacting business at the meeting; 

(2) His dissent or abstention from the action taken is entered in the 
minutes of the meeting; or

(3) He delivers written notice of his dissent or abstention to the 
presiding officer of the meeting before its adjournment or to the 
corporation immediately after adjournment of the meeting. 

The right of dissent or abstention is not available to a director who 
votes in favor of the action taken. 

Section 4.7 Participation by Conference Telephone. Any or all directors 
may participate in a meeting of the Board of Directors or of a committee 
of the Board of Directors through the use of any means of communication 
by which all directors participating may simultaneously hear each other 
during the meeting. 

Section 4.8 Action by Directors Without a Meeting. Unless the articles of 
incorporation or these bylaws provide otherwise, any action required or 
permitted to be taken at any meeting of the Board of Directors or any 
action that may be taken at a meeting of a committee of Board of 
Directors may be taken without a meeting if the action is taken by all 
the members of the Board of Directors (or of the committee as the case 
may be). The action must be evidenced by one or more written consents 
describing the action taken, signed by each director (or each director 
serving on the committee, as the case may be), and delivered to the 
corporation for inclusion in the minutes or filing with the corporate 
records. 

Section 4.9 Adjournments. Whether or not a quorum is present to organize 
a meeting, any meeting of directors (including an adjourned meeting) may 
be adjourned by a majority of the directors present, to reconvene at a 
specific time and place. At any reconvened meeting any business may be 
transacted that could have been transacted at the meeting that was 
adjourned. If notice of the adjourned meeting was properly given, it 
shall not be necessary to give any notice of the reconvened meeting or of 
the business to be transacted, if the date, time and place of the 
reconvened meeting are announced at the meeting that was adjourned. 

Section 4.10 Committees of the Board of Directors. The Board of Directors 
by resolution may designate from among its members an executive committee 
and one or more other committees, each consisting of one or more 
directors all of whom serve at the pleasure of the Board of Directors. 
Except as limited by the Code, each committee shall have the authority 
set forth in the resolution establishing the committee. The provisions of 
this Article Four as to the Board of Directors and its deliberations 
shall be applicable to any committee of the Board of Directors.

                        ARTICLE FIVE
        Manner of Notice and Waiver as to Shareholders and Directors

Section 5.l Procedure. Whenever these bylaws require notice to be giver 
to any shareholder or director, the notice shall be given in accordance 
with this Section 5.1. Notice under these bylaws shall be in writing 
unless oral notice is reasonable under the circumstances. Any notice to 
directors may be written or oral. Notice may be communicated in person; 
by telephone, telegraph, teletype, or other form of wire or wireless 
Communication; or by mail or private carrier. If these forms of personal 
notice are impracticable, notice may be communicated by a newspaper of 
general circulation in the area where published, or by radio, television, 
or other form of public broadcast communication. Written notice to the 
shareholders, if in a comprehensible form, is effective when mailed, if 
mailed with first-class postage prepaid and correctly addressed to the 
shareholder's address shown in the corporation's current record of 
shareholders. Except as provided above, written notice, if in a 
comprehensible form, is effective at the earliest of the following: 

(1) When received or when delivered, properly addressed, to the 
addressee's last known principal place of business or residence; 

(2) Five days after its deposit in the mail, as evidenced by the 
postmark, if mailed with first-class postage prepaid and correctly 
addressed; or 

(3) on the date shown on the return receipt, if sent by registered or 
certified mail, return receipt requested, and the receipt is signed by or 
on behalf of the addressee. 

Oral notice is effective when communicated if communicated in a 
comprehensible manner. 

In calculating time periods for notice, when a period of time measured in 
days, weeks, months, years, or other measurement of time is prescribed 
for the exercise of any privilege or the discharge of any duty, the first 
day shall not be counted but the last day shall be counted. 

Section 5.2 Waiver. 

(a) A shareholder may waive any notice before or after the date and time 
stated in the notice. Except as provided below in (b), the waiver must be 
in writing, be signed by the shareholder entitled to the notice, and be 
delivered to the corporation for inclusion in the minutes or filing with 
the corporate records. 

(b) A shareholder's attendance at a meeting (i) waives objection to lack 
of notice or defective notice of the meeting, unless the shareholder at 
the beginning of the meeting objects to holding the meeting or 
transacting business at the meeting; and (ii) waives objection to 
consideration of a particular matter at the meeting that is not within 
the purpose or purposes described in the meeting notice, unless the 
shareholder objects to considering the matter when it is presented. 

(c) Unless required by the Code, neither the business transacted nor the 
purpose of the meeting need be specified in the waiver. 

(d) A director may waive any notice before or after the date and time 
stated in the notice. Except as provided below in (e), the waiver must be 
in writing, signed by the director entitled to the notice, and delivered 
to the corporation for inclusion in the minutes or filing with the 
corporate records. 

(e) A director's attendance at or participation in a meeting waives any 
required notice to him of the meeting unless the director at the 
beginning of the meeting (or promptly upon his arrival) objects to 
holding the meeting or transacting business at the meeting and does not 
thereafter vote for or assent to action taken at the meeting. 

                              ARTICLE SIX
                               Officers

Section 6.1 Number. The officers of the corporation shall consist of a 
President, a Secretary and a Treasurer and any other officers as may be 
appointed by the Board of Directors or appointed by a duly appointed 
officer pursuant to this Article Six. The Board of Directors shall from 
time to time create and establish the duties of the other officers. Any 
two or more offices may be held by the same person. Section 6.2 Election 
and Term. All officers shall be appointed by the Board of Directors or by 
a duly appointed officer pursuant to this Article Six and shall serve at 
the pleasure of the Board of Directors or the appointing officers as the 
case may be. All officers, however appointed, may be removed with or 
without cause by the Board of Directors and any officer appointed by 
another officer may also be removed by the appointing officer with or 
without cause.

Section 6.3 Compensation. The compensation of all officers of the 
corporation appointed by the Board of Directors shall be fixed by the 
Board of Directors. 

Section 6.4 President. The President shall be the chief executive officer 
of the corporation and shall have general supervision of the business of 
the corporation. He shall see that all orders and resolutions of the 
Board of Directors are carried into effect. The President shall perform 
such other duties as may from time to time be delegated to him by the 
Board of Directors. 

Section 6.5 Vice Presidents. In the absence or disability of the 
President, or at the direction of the President, the Vice President, if 
any, shall perform the duties and exercise the powers of the President. 
If the corporation has more than one Vice President the one designated by 
the Board of Directors shall act in lieu of the President. Vice 
Presidents shall perform whatever duties and have whatever powers the 
Board of Directors may from time to time assign. 

Section 6.6 Secretary. The Secretary shall be responsible for preparing 
minutes of the acts and proceedings of all meetings of shareholders and 
of the Board of Directors and any committees thereof. He shall have 
authority to give all notices required by law or these bylaws. He shall 
be responsible for the custody of the corporate books, records, contracts 
and other documents. The Secretary may affix the corporate seal to any 
lawfully executed documents and shall sign any instruments as may require 
his signature. The Secretary shall authenticate records of the 
corporation. The Secretary shall perform whatever additional duties and 
have whatever additional powers the Board of Directors may from time to 
time assign him. In the absence or disability of the Secretary or at the 
direction of the President, any assistant secretary may perform the 
duties and exercise the powers of the Secretary. 

Section 6.7 Treasurer. The Treasurer shall be responsible for the custody 
of all funds and securities belonging to the corporation and for the 
receipt, deposit or disbursement of funds and securities under the 
direction of the Board of Directors. The Treasurer shall cause to be 
maintained full and true accounts of all receipts and disbursements and 
shall make reports of the same to the Board of Directors and the 
President upon request. The Treasurer shall perform all duties as may be 
assigned to him from time to time by the Board of Directors. 

Section 6.8 Bonds. The Board of Directors by resolution may require any 
or all of the officers, agents or employees of the corporation to give 
bonds to the corporation, with sufficient surety or sureties, conditioned 
on the faithful performance of the duties of their respective offices or 
positions, and to comply with any other conditions as from time to time 
may be required by the Board of Directors. 

                           ARTICLE SEVEN
                  Distributions and Share Dividends

Section 7.1 Authorization or Declaration. Unless the articles of 
incorporation provide otherwise, the Board of Directors from time to time 
in its discretion may authorize or declare distributions or share 
dividends in accordance with the Code. 

Section 7.2 Record Date With Regard to Distributions and Share Dividends. 
For the purpose of determining shareholders entitled to a distribution 
(other than one involving a purchase, redemption, or other reacquisition 
of the corporation's shares) or a share dividend the Board of Directors 
may fix a date as the record date. If no record date is fixed by the 
Board of Directors, the record date shall be determined in accordance 
with the provisions of the Code. 

                           ARTICLE EIGHT
                               Shares

Section 8.1 Authorization and Issuance of Shares. In accordance with the 
Code, the Board of Directors may authorize shares of any class or series 
provided for in the articles of incorporation to be issued for any 
consideration valid under the provisions of the Code. To the extent 
provided in the articles of incorporation, the Board of Directors shall 
determine the preferences, limitations, and relative rights of the 
shares.  Section 8.2 Share Certificates The interest of each shareholder 
in the corporation shall be evidenced by a certificate or certificates 
representing shares of the corporation which shall be in such form as the 
Board of Directors from time to time may adopt. Share certificates shall 
be numbered consecutively, shall be in registered form, shall indicate 
the date of issuance, the name of the corporation and that it is 
organized under the laws of the State of Georgia, the name of the 
shareholder, and the number and class of shares and the designation of 
the series, if any, represented by the certificate. Each certificate 
shall be signed by any one of the President, a Vice President, the 
Secretary, or the Treasurer. The corporate seal need not be affixed. 

Section 8.3 Rights of Corporation with Respect to Registered Owners. 
Prior to due presentation for transfer of registration of its shares, the 
corporation may treat the registered owner of the shares as the person 
exclusively entitled to vote the shares, to receive any share dividend or 
distribution with respect to the shares, and for all other purposes; and 
the corporation shall not be bound to recognize any equitable or other 
claim to or interest in the shares on the part of any other person, 
whether or not it shall have express or other notice thereof, except as 
otherwise provided by law. 

Section 8.4 Transfers of Shares. Transfers of shares shall be made upon 
the transfer books of the corporation, kept at the office of the transfer 
agent designated to transfer the shares, only upon direction of the 
person named in the certificate, or by an attorney lawfully constituted 
in writing; and before a new certificate is issued, the old certificate 
shall be surrendered for cancellation or, in the case of a certificate 
alleged to have been lost, stolen, or destroyed, the requirements of 
Section 8.6 of these bylaws shall have been met. 

Section 8.5 Duty of Corporation to Requester Transfer. Notwithstanding 
any of the provisions of Section 8.4 of these bylaws, the corporation is 
under a duty to register the transfer of its shares only if: 

(a) the certificate is endorsed by the appropriate person or persons; and 

(b) reasonable assurance is given that the endorsement or affidavit is 
genuine and effective; and 

(c) the corporation either has no duty to inquire into adverse claims or 
has discharged that duty; and 

(d) the requirements of any applicable law relating to the collection of 
taxes have been met; and 

(e) the transfer in fact is rightful or is to a bona fide purchaser. 

Section 8.6 Lost, Stolen or Destroyed Certificates. Any person claiming a 
share certificate to be lost, stolen or destroyed shall make an affidavit 
or affirmation of the fact in the manner required by the Board of 
Directors and, if the Board of Directors requires, shall give the 
corporation a bond of indemnity in form and amount, and with one or more 
sureties satisfactory to the Board of Directors, as the Board of 
Directors may require, whereupon an appropriate new certificate may be 
issued in lieu of the one alleged to have been lost, stolen or destroyed. 

Section 8.7 Fixing of Record Date with regard to Shareholder Action. For 
the purpose of determining shareholders entitled to notice of a 
shareholders' meeting, to demand a special meeting, to vote, or to take 
any other action, the Board of Directors may fix a future date as the 
record date, which date shall be not more than seventy (70) days prior to 
the date on which the particular action, requiring a determination of 
shareholders, is to be taken. A determination of shareholders entitled to 
notice of or to vote at a shareholders' meeting is effective for any 
adjournment of the meeting unless the Board of Directors fixes a new 
record date, which it must do if the meeting is adjourned to a date more 
than 120 days after the date fixed for the original meeting. If no record 
date is fixed by the Board of Directors, the record date shall be 
determined in accordance with the provisions of the Code. 

                             ARTICLE NINE
                           Indemnification

Section 9.1 Definitions. As used in this Article, the term: 

(a) "Corporation" includes any domestic or foreign predecessor entity of 
this corporation in a merger or other transaction in which the 
predecessor's existence ceased upon consummation of the transaction. 

(b) "Director" means an individual who is or was a director of the 
corporation or an individual who, while a director of the corporation, is 
or was serving at the corporation's request as a director, officer, 
partner, trustee, employee, or agent of another foreign or domestic 
corporation, partnership, joint venture, trust, employee benefit plan, or 
other enterprise. A director is considered to be serving an employee 
benefit plan at the corporation's request if his duties to the 
corporation also impose duties on, or otherwise involve services by, him 
to the plan or to participants in or beneficiaries of the plan. 
"Director" includes, unless the context requires otherwise, the estate or 
personal representative of a director. 

(c) "Expenses" includes attorneys' fees. 

(d) "Liability" means the obligation to pay a judgment, settlement, 
penalty, fine (including an excise tax assessed with respect to an 
employee benefit plan), or reasonable expenses incurred with respect to a 
proceeding. 

(e) "Officer" means an individual who is or was an officer of the 
corporation or an individual who, while an officer of the corporation, is 
or was serving at the corporation's request as a director, officer, 
partner, trustee, employee, or agent of another foreign or domestic 
corporation, partnership, joint venture, trust, employee benefit plan, or 
other enterprise. An officer is considered to be serving an employee 
benefit plan at the corporation's request if his duties to the 
corporation also impose duties on, or otherwise involve services by, him 
to the plan or to participants in or beneficiaries of the plan. "Officer" 
includes, unless the context requires otherwise, the estate or personal 
representative of an officer. 

(f) "Party" includes an individual who was, is, or is threatened to be 
made a named defendant or respondent in a proceeding. 

(g) "Proceeding" means any threatened, pending, or completed action, 
suit, or proceeding, whether civil, criminal, administrative, or 
investigative and whether formal or informal. 

Section 9.2 Basic Indemnification Arrangement. 

(a) Except as provided in subsections 9.2(d) and 9.2(e) below, the 
corporation shall indemnify an individual who is made a party to a 
proceeding because he is or was a director or officer against liability 
incurred by him in the proceeding if he acted in a manner he believed in 
good faith to be in or not opposed to the best interests of the 
corporation and, in the case of any criminal proceeding, he had no 
reasonable cause to believe his conduct was unlawful. 

(b) A person's conduct with respect to an employee benefit plan for a 
purpose he believed in good faith to be in the interests of the 
participants in and beneficiaries of the plan is conduct that satisfies 
the requirement of subsection 9.2(a). 

(c) The termination of a proceeding by judgment, order, settlement, or 
conviction, or upon a plea of nolo contendere or its equivalent shall 
not, of itself, be determinative that the proposed indemnitee did not 
meet the standard of conduct set forth in subsection 9.2(a). 

(d) The corporation shall not indemnify a person under this Article in 
connection with (i) a proceeding by or in the right of the corporation in 
which such person was adjudged liable to the corporation, or (ii) any 
proceeding in which such person was adjudged liable on the basis that he 
improperly received a personal benefit unless, and then only to the 
extent that, a court of competent jurisdiction determines pursuant to 
Section 14-2-854 of the Code that in view of the circumstances of the 
case, such person is fairly and reasonably entitled to indemnification. 

(e) Indemnification permitted under this Article in connection with a 
proceeding by or in the right of the corporation is limited to reasonable 
expenses incurred in connection with the proceeding.



Section 9.3 Advances for Expenses. 

(a) The corporation shall pay for or reimburse the reasonable expenses 
incurred by a director or officer as a party to a proceeding in advance 
of final disposition of the proceeding if: 

(i) such person furnishes the corporation a written affirmation of his 
good faith belief that he has met the standard of conduct set forth in 
subsection 9.2(a) above; and 

(ii) such person furnishes the corporation a written undertaking (meeting 
the qualifications set forth below in subsection 9.3(b)), executed 
personally or on his behalf, to repay any advances if it is ultimately 
determined that he is not entitled to indemnification under this Article 
or otherwise. 

(b) The undertaking required by subsection 9.3(a)(ii) above must be an 
unlimited general obligation of the proposed indemnitee but need not be 
secured and may be accepted without reference to financial ability to 
make repayment. 

Section 9.4 Authorization of and Determination of Entitlement to 
Indemnification. 

(a) The corporation acknowledges that indemnification of a director or 
officer under Section 9.2 has been pre-authorized by the corporation in 
the manner described in subsection 9.4(b) below. Nevertheless, the 
corporation shall not indemnify a director or officer under Section 9.2 
unless a separate determination has been made in the specific case that 
indemnification of such person is permissible in the circumstances 
because he has met the standard of conduct set forth in subsection 
9.2(a); provided, however, that regardless of the result or absence of 
any such determination, and unless limited by the articles of 
incorporation of the corporation, to the extent that a director or 
officer has been successful, on the merits or otherwise, in the defense 
of any proceeding to which he was a party, or in defense of any claim, 
issue or matter therein, because he is or was a director or officer, the 
corporation shall indemnify such person against reasonable expenses 
incurred by him in connection therewith. 

(b) The determination referred to in subsection 9.4(a) above shall be 
made, at the election of the board of directors: 

(i) by the board of directors of the corporation by majority vote of a - 
quorum consisting of directors not at the time parties to the proceeding;

(ii) if a quorum cannot be obtained under subdivision (i), by majority 
vote of a committee duly designated by the board of directors (in which 
designation directors who are parties may participate), consisting solely 
of two or more directors not at the time parties to the proceeding; 

(iii) by special legal counsel: 

(1) selected by the board of directors or its committee in the manner 
prescribed in subdivision (i) or (ii); or 

(2) if a quorum of the board of directors cannot be obtained under 
Subdivision (i) and a committee cannot be designated under subdivision 
(ii), selected by a majority vote of the full board of directors (in 
which selection directors who are parties may participate); or 

(iv) by the shareholders; provided that shares owned by or voted under 
the control of directors or officers who are at the time parties to the 
proceeding may not be voted on the determination. 

(c) As acknowledged above, the corporation has pre-authorized the 
indemnification of directors and officers hereunder, subject to a case-
by-case determination that the proposed indemnitee met the applicable 
standard of conduct under subsection 9.2(a). Consequently, no further 
decision need or shall be made on a case-by-case basis as to the 
authorization of the corporation's indemnification of directors or 
officers hereunder. Nevertheless, evaluation as to reasonableness of 
expenses of a director or officer in the specific case shall be made in 
the same manner as the determination that indemnification is permissible, 
as described in subsection 9.4(b) above, except that if the determination 
is made by special legal counsel, evaluation as to reasonableness of 
expenses shall be made by those entitled under subsection 9.4(b)(iii) to 
select counsel. 

Section 9.5 Court-Ordered Indemnification and Advances for Expenses. 
Unless this corporation's articles of incorporation provide otherwise, a 
director or officer who is a party to a proceeding may apply for 
indemnification or advances for expenses to the court conducting the 
proceeding or to another court of competent jurisdiction. On receipt of 
an application, the court, after giving any notice the court considers 
necessary, may order indemnification or advances for expenses if it 
determines that: 

(i) The applicant is entitled to mandatory indemnification under the 
final clause of subsection 9.4(a) above (in which case the corporation 
shall pay the indemnitee's reasonable expenses incurred to obtain court-
ordered indemnification); 

(ii) The applicant is fairly and reasonably entitled to indemnification 
in view of all the relevant circumstances, whether or not he met the 
standard of conduct set forth in subsection 9.2(a) above or was adjudged 
liable as described in subsection 9.2(d) above (but if he was adjudged so 
liable, any court-ordered indemnification shall be limited to reasonable 
expenses incurred by the indemnitee unless the articles of incorporation 
of this corporation or a bylaw, contract or resolution approved or 
ratified by shareholders pursuant to Section 9.7 provides otherwise); or 

(iii) In the case of advances for expenses, the applicant is entitled 
pursuant to the articles of incorporation, bylaws or any applicable 
resolution or agreement, to payment for or reimbursement of his 
reasonable expenses incurred as a party to a proceeding in advance of 
final disposition of the proceeding. 

Section 9.6 Indemnification of Employees and Agents. Unless this 
corporation's articles of incorporation provide otherwise, the 
corporation may indemnify and advance expenses under this Article to an 
employee or agent of the corporation who is not a director or officer to 
the same extent as to a director or officer. 

Section 9.7 Shareholder Approved Indemnification. 

(a) If authorized by the articles of incorporation or a bylaw, contract 
or resolution approved or ratified by shareholders of the corporation by 
a majority of the votes entitled to be cast, the corporation may 
indemnify or obligate itself to indemnify a person made a party to a 
proceeding, including a proceeding brought by or in the right of the 
corporation, without regard to the limitations in other sections of this 
Article. The corporation shall not indemnify a person under this Section 
9.7 for any liability incurred in a proceeding in which the person is 
adjudged liable to the corporation or is subjected to injunctive relief 
in favor of the corporation: 

(i) for any appropriation, in violation of his duties, of any business 
opportunity of the corporation; 

(ii) for acts or omissions which involve intentional misconduct or a 
knowing violation of law; 

(iii) for the types of liability set forth in Section 14-2-832 of the 
Code; or 

(iv) for any transaction from which he received an improper personal 
benefit. 

(b) Where approved or authorized in the manner described in subsection 
9.7(a) above, the corporation may advance or reimburse expenses incurred 
in advance of final disposition of the proceeding only if: 

(i) the proposed indemnitee furnishes the corporation a written 
affirmation of his good faith belief that his conduct does not constitute 
behavior of the kind described in subsection 9.7(a)(i) - (iv) above; and 

(ii) the proposed indemnitee furnishes the corporation a written 
undertaking, executed personally, or on his behalf, to repay any advances 
if it is ultimately - determined that he is not entitled to 
indemnification. 

Section 9.8 Liability Insurance. The corporation may purchase and 
maintain insurance on behalf of a director or officer or an individual 
who is or was an employee or agent of the corporation or who, while an 
employee or agent of the corporation, is or was serving at the request of 
the corporation as a director, officer, partner, trustee, employee or 
agent of another foreign or domestic corporation, partnership, joint 
venture, trust, employee benefit plan, or other enterprise against 
liability asserted against or incurred by him in that capacity or arising 
from his status as a director, officer, employee, or agent, whether or 
not the corporation would have power to indemnify him against the same 
liability under Section 9.2, Section 9.3 or Section 9.4 above. 

Section 9.9 Witness Fees. Nothing in this Article shall limit the 
corporation's power to pay or reimburse expenses incurred by a person in 
connection with his appearance as a witness in a proceeding at a time 
when he has not been made a named defendant or respondent in the 
proceeding. 

Section 9.10 Report to Shareholders. If the corporation indemnifies or 
advances expenses to a director in connection with a proceeding by or in 
the right of the corporation, the corporation shall report the 
indemnification or advance, in writing, to the shareholders with or 
before the notice of the next shareholders' meeting. 

Section 9.11 Amendments; severability. No amendment, modification or 
rescission of this Article Nine, or any provision hereof, the effect of 
which would diminish the rights to indemnification or advancement of 
expenses as set forth herein shall be effective as to any person with 
respect to any action taken or omitted by such person prior to such 
amendment, modification or rescission. In the event that any of the 
provisions of this Article (including any provision within a single 
section, subsection, division or sentence) is held by a court of 
competent jurisdiction to be invalid, void or otherwise unenforceable, 
the remaining provisions of this Article shall remain enforceable to the 
fullest extent permitted bylaw. 

                           ARTICLE TEN
                          Miscellaneous

Section 10.1 Inspection of Books and Records. The Board of Directors 
shall have power to determine which accounts, books and records of the 
corporation shall be opened to the inspection of shareholders, except 
those as may by law specifically be made open to inspection, and shall 
have power to fix reasonable rules and regulations not in conflict with 
the applicable law for the inspection of accounts, books and records 
which by law or by determination of the Board of Directors shall be open 
to inspection. Without the prior approval of the Board of Directors in 
their discretion, the right of inspection set forth in Section 14-2-
1602(c) of the Code shall not be available to any shareholder owning two 
(2%) percent or less of the shares outstanding. 

Section 10.2 Fiscal Year. The Board of Directors is authorized to fix the 
fiscal year of the corporation and to change the same from time to time 
as it deems appropriate. 

Section 10.3 Corporate Seal. If the Board of Directors determines that 
there should be a corporate seal for the corporation, it shall be in the 
form as the Board of Directors may from time to time determine. 

Section 10.4 Annual Financial Statements. In accordance with the Code, 
the corporation shall prepare and provide to shareholders such financial 
statements as may be required by the Code. 

Section 10.5 Conflict with Articles of Incorporation. In the event that 
any provision of these bylaws conflicts with any provision of the 
articles of incorporation, the articles of incorporation shall govern.

                           ARTICLE ELEVEN
                             Amendments

Section 11.1 Power to Amend Bylaws The Board of Directors shall have 
power to alter, amend or repeal these bylaws or adopt new bylaws, but any 
bylaws adopted by the Board of Directors may be altered, amended or 
repealed, and new bylaws adopted, by the shareholders. The shareholders 
may prescribe by expressing in the action they take in adopting or 
amending any bylaw or bylaws that the bylaw or bylaws so adopted or 
amended shall not be altered, amended or repealed by the Board of 
Directors.