PRE 14C

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14C

(Rule 14c-101)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

(Amendment No. .....)

 Check appropriate box:

x Preliminary Information Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

o Definitive Information Statement

Sandston Corporation

(Name of Registrant As Specified In its Charter)

Payment of Filing Fee (Check appropriate box):

x No fee required

o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Perviously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

SANDSTON CORPORATION

40950 WOODWARD AVENUE, STE. 304

BLOOMFIELD HILLS, MICHIGAN 48304

INFORMATION STATEMENT FOR THE ANNUAL MEETING

General

This Information Statement is being furnished to the shareholders of Sandston Corporation, a Michigan corporation (the “Company”) pursuant to Rule 14(c)-2 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the forthcoming Annual Meeting of Shareholders (the “Annual Meeting”), to be held on January ___, 2007, at 10:00 a.m. local time, at the offices of Miller Canfield Paddock and Stone, PLC, located at 840 West Long Lake Road, Suite 200, Troy, Michigan 48098, and at any and all adjournments, postponements or continuations thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The Company's telephone number is (248) 723-3007.

This Information Statement and accompanying Notice of Annual Meeting of Shareholders are first being mailed on or about January ___, 2007 to all shareholders entitled to vote at the meeting.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY.

Record Date; Voting Securities

Only shareholders of record at the close of business on December 1, 2006 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. On the Record Date 8,396,981 shares of the Company’s common stock, no par value (the “Common Stock”), were issued and outstanding. The presence, either in person or by proxy, of the holders of a majority of the total number of shares of Common Stock outstanding on the Record Date is necessary to constitute a quorum and to transact such matters as come before the Annual Meeting.

As of the Record Date, management and its affiliates (“Principal Shareholders”) collectively owned greater than 50% of the Company’s outstanding Common Stock and will vote such shares (i) to elect as directors the three nominees listed under the caption “Election of Directors”, (ii) to approve the amendments to the Company’s Articles of Incorporation and to adopt the Amended and Restated Articles of Incorporation as described under the caption “Proposal to Amend Articles of Incorporation and to Adopt Amended and Restated Articles of Incorporation” and (iii) to ratify prior actions as described under the caption “Proposal to Ratify Prior Actions.” Since the Common Stock owned by the Principal Shareholders constitutes a majority of the Company’s outstanding Common Stock, the Board of Directors determined not to solicit proxies. Any shareholder of record on the Record Date is entitled to attend the meeting and vote their shares personally or through such shareholder’s own legally constituted proxy.

Votes Required

The directors nominated for election will be elected by a plurality of the votes cast, in person or by proxy, at the annual meeting. Abstentions from voting and broker “non-votes” on the election of directors will have no effect since they will not represent votes cast at the annual meeting for the purpose of electing directors.

The Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding the Information Statement and Notice of Annual Meeting of Shareholders to such beneficial owners.

ELECTION OF DIRECTORS

Three directors are to be elected, one director for a term of one year (expiring at the next Annual Meeting of Shareholders), one director for a term of two years, and one director for a term of three years, with each term expiring at the respective Annual Meeting of Shareholders for that year, and, in each case, until their respective successors are elected and have qualified. The Principal Shareholders will vote FOR the election of each nominee named below (“Nominee”). Each Nominee has consented to serve as a director if elected. It is not expected that any Nominee will be unable to serve, but, in the event that any Nominee should be unable to serve, the Principal Shareholders will vote for a substitute candidate selected by the Board of Directors.

Certain information regarding each Nominee is set forth below.

There are no family relationships between any Nominee and/or any executive officers of the Company. Information concerning each Nominee's business history and experience is set forth below.

Daniel J. Dorman (director since 2004, age 44), is nominated for the three year term. Chairman of the Board, President, CEO and Principal Financial Officer of the Company since April 2004. Mr. Dorman also is the President of D. J. Dorman & Co., Inc. and its predecessor companies since 1989. D. J. Dorman & Co., Inc. originates, structures, acquires and manages investments in private equity and buyout opportunities on behalf of several entities. Mr. Dorman is also Chairman and CEO of Dorman Industries, LLC which is a privately owned multi-industry holding company. Additionally, Mr. Dorman is a director of Kux Manufacturing Company, Inc., an architectural engineering and manufacturing company; Chairman of Kroll International, LLC, a wholesaler of law enforcement and public safety equipment; Chairman of Versatile Processing Group, Inc., a holding company for various non-ferrous metal processing and utility service companies serving the industrial and electric utility industries and a director of an international private equity fund. Mr. Dorman is a graduate of Ferris State University where he holds a Bachelor in Business Administration.

Lawrence J. De Fiore (director since 2004, age 46), is nominated for the two year term. Mr. De Fiore has been a CPA for over 20 years and is currently a shareholder and officer of the CPA firm of De Fiore Spalding, P.C. In addition, Mr. De Fiore is a managing member of Spalding Capital, LLC, a merchant banking firm, and serves on the boards of certain private equity funds and growth oriented operating enterprises. Mr. De Fiore has been active in over seventy-five transactions involving acquisitions and private investment as a principal and as a senior advisor to various Midwest based institutions and private families. Mr. De Fiore has extensive investment experience in financial due diligence, business valuation, ongoing portfolio management and strategic alliances. Mr. De Fiore graduated with honors from the Business School at Michigan State University and is licensed as a CPA in the State of Michigan.

Richard A. Walawender (director since December 2006, age 46), is nominated for the one year term. Mr. Walawender is a Senior Principal at the law firm Miller, Canfield, Paddock and Stone, PLC, and has been a lawyer at the firm for over 20 years. He is a former Managing Director of the firm and currently heads the firm’s Corporate & Securities Group. Mr. Walawender has extensive experience in corporate, securities and financing matters, including international ventures. He graduated with highest distinction with a B.A. from the University of Michigan and with a J.D. from the University of Michigan Law School. Mr. Walawender is licensed to practice law in the state of Michigan. He and the firm of Miller, Canfield, Paddock and Stone, PLC provide legal services to the Company.

Board Meetings and Committees

The Board held one meeting during the year ended December 31, 2005 and otherwise acted by written consent.

The Company does not have a standing nominating committee. The each of Messrs. Dorman, De Fiore and Walawender participate directly in the consideration of director nominees.

The Company does not have a standing audit or compensation committee.

Communications with the Directors

Shareholders may communicate in writing with any of the Company's directors by sending such written communication to Daniel J. Dorman, CEO of the Company, at the Company’s principal executive offices, 40950 Woodward Ave., Suite 304, Bloomfield Hills, Michigan 48304. Copies of written communications received at such address will be provided to the relevant director or directors unless such communications are determined by the Company’s outside general counsel to be inappropriate for submission to the intended recipient(s). However, any communication not so delivered will be made available upon request to any director. Examples of shareholder communications that would be considered inappropriate for submission include, without limitation, customer complaints, solicitations, product promotions, resumes and other forms of job inquiries, as well as material that is unduly hostile, threatening, illegal or similarly unsuitable.

BENEFICIAL OWNERSHIP

Security Ownership of Officers, Directors and Certain Shareholders

The following table sets forth the beneficial ownership of Common Stock of the Company as of December 1, 2006, by each person who was known by the Company to beneficially own more than 5% of the Common Stock, by each current director, Executive Officers and by all current directors, and Executive Officers as a group:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)		Percent of Class
Daniel J. Dorman		5,248,257		62.5	%
40950 Woodward Ave., Ste. 304
Bloomfield Hills, MI 48304

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (“SEC”) and the National Association of Securities Dealers. Officers, directors and greater than ten percent shareholders are required by the SEC regulations to furnish the Company with copies of all Forms 3, 4 and 5 they file and any amendments to those forms.

Based solely on the Company's review of the copies of such forms (and amendments) it has received representations from certain reporting persons that they were not required to file Forms 5 for specified fiscal years, the Company believes that all its officers, directors and greater than ten percent beneficial owners complied with all filing requirements applicable to them with respect to transactions during the fiscal year ending December 31, 2005.

EXECUTIVE COMPENSATION

No individual who was, as of December 31, 2005, an Executive Officer of the Company received any compensation in excess of $100,000 annually for any of the fiscal years ended December 31, 2005, 2004, and 2003.

PROPOSAL TO AMEND ARTICLES OF INCORPORATION AND TO

ADOPT AMENDED AND RESTATED ARTICLES OF INCORPORATION

The proposed amendments to the existing Articles of Incorporation consist of the following provisions: (a) indemnification of Directors and Officers of the Company to the fullest extent authorized by the Business Corporation Act of Michigan, as amended, or other applicable law; (b) actions of the Shareholders to be taken by written consent of holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote on the action were present and voted; and (c) authorization of 100,000 shares of “blank check” preferred stock of the Company.

With respect to item (c) above, at a special shareholder meeting held on September 6, 2001, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to authorize issuance of 30,000,000 shares of “blank check” preferred stock, without par value. Despite the shareholder authorization, the necessary amendment to the Company’s Articles of Incorporation was never filed with the State of Michigan, so it did not become effective. The present proposed amendment, however, is basically the same as the 2001 proposal, except that it authorizes only 100,000 shares of “blank check” preferred stock. The “blank check” preferred stock would permit the Board to issue such shares at any time or from time to time in one or more series, each with such designations, preferences, conversion prices and rights, dividend rates, cumulative, relative participating, optional, voting, redemption or other rights, qualifications, limitations or restrictions as may be determined from time to time in the Board’s sole discretion, without further action by the Company’s shareholders, except as may otherwise be required by applicable law or stock exchange rule. If the terms of such preferred stock as finally negotiated and issued include the rights of holders to convert such shares into common stock, the financial interests of the common stock holders would be diluted if the preferred stock is subsequently converted into common stock at a time when the fair market value of the common stock is higher than the conversion price. In addition, an issuance of preferred stock, or conversion of the preferred stock into common stock, would also dilute the voting rights of the common stock holders. If such preferred stock is issued in a private placement or otherwise, the Company does not intend to seek further approval from shareholders of the terms and conditions of such securities. The Company has no current plans or proposals to issue such preferred stock convertible into common stock, nor any other plans, proposals, or arrangements to issue preferred stock.

If approved, the above-described amendments to the existing Articles of Incorporation would be incorporated into the Amended and Restated Articles of Incorporation of the Company, if adopted by the Shareholders. The entire text of the proposed Amended and Restated Articles of Incorporation is attached hereto as Exhibit 1.

PROPOSAL TO RATIFY PRIOR ACTIONS

At the Annual Meeting, the shareholders will be asked to ratify, approve, affirm and confirm any and all acts and things of every kind and character whatsoever taken, done or performed by the Officers and Directors of the Company since the last Annual Meeting of Shareholders, which was held January 13, 2004.

SHAREHOLDERS’ PROPOSALS AND NOMINATIONS

Any shareholder who desires to present proposals to the 2007 annual meeting and to have such proposals set forth in the information statement mailed in conjunction with such annual meeting must submit such proposals to the Company not later than 120 days prior to the anniversary of the 2007 annual meeting. All shareholder proposals must comply with Rule 14a-8 promulgated by the Securities and Exchange Commission. While the Board will consider shareholder proposals the Company reserves the right to omit from the Company's proxy statement shareholder proposals that it is not required to include under the Exchange Act, including Rule 14a-8.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission allows us to incorporate by reference information into this Information Statement, which means that we can disclose important information by referring you to another document filed separately by us with the SEC. The following documents previously filed by the Company with the Securities and Exchange Commission are incorporated by reference in this Information Statement and are deemed to be a part of this Information Statement:

·   Company’s Annual Report on Form 10−KSB for the fiscal year ended December 31, 2005;

·   Company’s Quarterly Reports on Forms 10−QSB for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006.

Any statement contained in a document incorporated by reference in this Information Statement shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this Information Statement modifies or replaces the statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Information Statement.

We undertake to send by first class mail, without charge and within one business day after receipt of any written or oral request, to any person to whom a copy of this Information Statement has been delivered, a copy of any or all of the documents referred to above which have been incorporated by reference in this Information Statement, other than exhibits to the documents unless the exhibits are specifically incorporated by reference herein. Requests for copies should be directed to our Chief Financial Officer at Oxford Ventures, Inc., 4538 South 140th Street, Omaha, Nebraska 68137.

We file annual, quarterly and current reports and other information with the SEC under the Securities Exchange Act of 1934, as amended. You may read and copy any reports and other information that we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may also obtain copies of those documents from the SEC upon payment of the prescribed fee. Information about the operation of the public reference room may be obtained by calling the SEC at 1−800−SEC−0330. The reports and other information that we file with the SEC are also available through the SEC's web site at http://www.sec.gov.

ADDITIONAL INFORMATION

A copy of the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, and a copy of the proposed Amended and Restated Articles of Incorporation of the Company, attached hereto as Exhibit 1, are being mailed to shareholders with this Information Statement.

By Order of the Board of Directors,
By:	/s/ Daniel J. Dorman
	Daniel J. Dorman
	Chairman, President, CEO and Principal Financial Officer

Date: December 22, 2006

EX-1

EXHIBIT 1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

SANDSTON CORPORATION

[NOTE: The following provisions are to be amended: Articles III, VI and VIII]

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following articles:

1. The present name of the corporation is SANDSTON CORPORATION.

2. The identification number assigned by the Bureau is 333-652.

3. The date of filing the original Articles of Incorporation, under the name NEMATRON CORPORATION, was October 7, 1983.

4. Amended and Restated Articles of Incorporation were filed on February 17, 1993. Such Amended and Restated Articles of Incorporation were further amended by those certain Certificates of Amendment to the Articles of Incorporation filed June 30, 1995, April 25, 1996, July 7, 1999 and April 1, 2004.

The following Amended and Restated Articles of Incorporation supersede the previous Amended and Restated Articles of Incorporation, as amended, for the corporation.

ARTICLE I

NAME

The name of the corporation is SANDSTON CORPORATION.

ARTICLE II

PURPOSES

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan (the “Act”).

ARTICLE III

CAPITAL STOCK

A.Total Authorized Capital. The total authorized capital stock is:

Common Stock: 30,000,000 shares

Preferred Stock: 100,000 shares

B.Designations, Powers, Preferences and Limitations of Shares. A statement of the designations, voting and other powers, preferences, relative rights, qualifications, limitations or restrictions thereof, of the Common Stock and of the Preferred Stock is as follows:

1.Common Stock. Subject to the preferences accorded the holders of any other class of stock pursuant to these Articles of Incorporation or action of the Board of Directors taken with respect to such preferences, holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors of the corporation from time to time and, in the event of any liquidation, dissolution or winding up of the corporation, the holders of the Common Stock will be entitled to receive prorata all of the remaining assets of the corporation available for distribution. Each issued and outstanding share of Common Stock is entitled to one vote.

2.Preferred Stock. The Board of Directors is expressly empowered and authorized from time to time, for such consideration as the Board of Directors may determine, to issue Preferred Stock in one or more series as may be determined by the Board of Directors. The Board of Directors is authorized to fix by resolution adopted prior to the issuance of any shares of each particular series of Preferred Stock, the designation, voting rights, other rights, powers, preferences, limitations, restrictions and other terms thereof, if any, of such series. Such resolutions, when filed with the State of Michigan shall constitute amendments to these Articles of Incorporation. Except as may otherwise be provided in these Articles of Incorporation or required by law, different series of preferred stock shall not be construed to constitute different classes of shares for the purpose of voting by classes. Without limiting the generality of the grant of authority contained in above, the Board of Directors is authorized to determine any or all of the following, and the shares of each series may vary from the shares of any other series in any or all of the following respects:

(a)The number of shares of such series (which may subsequently be increased, except as otherwise provided by the resolutions of the Board of Directors providing for the issue of such series, or decreased to a number not less than the number of shares then outstanding) and the distinctive designation of such;

(b)The dividend rights of such series, the dividend preferences as between such series and any other class or series of shares, whether and the extent to which shares of such series will be entitled to participate in dividends with shares of any other series or class of shares, whether and the extent to which dividends on such series will be cumulative, and any limitations, restrictions or conditions on the payment of such dividends;

(c)The time or times during which, the price or prices at which, and any other terms or conditions on which the shares of such series may be redeemed, if redeemable;

(d)The rights of such series, and the preferences, if any, as between such series and any other class or series of shares, in the event of any voluntary or involuntary liquidation, merger, consolidation, distribution of assets, dissolution or winding up of the corporation;

(e)The voting powers, in addition to the voting powers prescribed by law of shares of such series, and the terms of exercise of such voting powers;

(f)Whether shares of such series will be convertible into or exchangeable for shares of any other series or class of shares, or any other securities, and the terms and conditions, if any, applicable to such right;

(g)The terms and conditions, if any, of any purchase, retirement or sinking fund which may be provided for the shares of such series.

C.Preemptive Rights. No holder of any shares of any class of stock of this corporation shall have any preemptive or preferential right to subscribe for, or to purchase, any part of a new or additional issue of stock or any other reacquired shares of stock of any class whatsoever or of any securities convertible into stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or consideration.

ARTICLE IV

RESIDENT AGENT

The address and mailing address of the registered office is:

40950 Woodward Ave

Suite 304

Bloomfield Hills, MI 48304

The name of the resident agent at the registered office is Daniel J. Dorman.

ARTICLE V

DURATION

The duration of the corporation shall be perpetual.

ARTICLE VI

INDEMNIFICATION

A.Indemnification of Directors and Officers: Claims by Third Parties. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exist or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, indemnify a director or officer (an “Indemnitee”) who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

B.Indemnification of Directors and Officers: Claims Brought by or in the Right of the Corporation. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exist or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, indemnify an Indemnitee who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made under this Section for a claim, issue, or matter in which the Indemnitee has been found liable to the corporation except to the extent authorized in Section F of this Article.

C.Actions Brought by the Indemnitee. Notwithstanding the provisions of Sections A and B of this Article, the corporation shall not be required to indemnify an Indemnitee in connection with an action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee except as otherwise provided herein with respect to the enforcement of this Article, unless such action, suit, proceeding or claim (or part thereof) was authorized by the Board of Directors of the corporation.

D.Approval of Indemnification. Except as otherwise provided in Section H of this Article, indemnification under Sections A and B of this Article, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct set forth in Sections A or B of this Article, as the case may be, and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made in any of the following ways:

(a)   By a majority vote of a quorum of the Board of Directors consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(b)   If a quorum cannot be obtained in subsection (a), by majority vote of a committee duly designated by the Board of Directors and consisting solely of two (2) or more directors not at the time parties or threatened to be made parties to the action, suit or proceeding.

(c)   By independent legal counsel in a written opinion, which counsel shall be selected in one (1) of the following ways:

(i)   By the Board of Directors or its committee in the manner prescribed in subsection (a) or (b)

(ii)   If a quorum of the Board of Directors cannot be obtained under subsection (a) and a committee cannot be designated under subsection (b), by the Board of Directors.

(d)   By all independent directors (if any directors have been designated as such by the Board of Directors or shareholders of the corporation) who are not parties or threatened to be made parties to the action, suit, or proceeding.

(e)   By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

In the designation of a committee under subsection (b) or in the selection of independent legal counsel under subsection (c)(ii), all directors may participate.

E.Advancement of Expenses. The corporation shall pay or reimburse the reasonable expenses incurred by an Indemnitee who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if all of the following apply:

(a) The Indemnitee furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct, if any, required by the Act for the indemnification of a person under the circumstances.

(b) The Indemnitee furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct, if any, required by the Act for the indemnification of a person under the circumstances.

(c) A determination is made that the facts then known to those making the determination would not preclude indemnification, if any, required by the Act for the indemnification of a person under the circumstances.

The undertaking required by subsection (b) must be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to the financial ability of the person to make repayment. Determinations and evaluations of reasonableness of payments under this Section shall be made in the manner specified in Section D of this Article.

F.Court Approval. An Indemnitee who is a party or threatened to be made a party to an action, suit, or proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice it considers necessary may order indemnification if it determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the applicable standard of conduct set forth in Sections A and B of this Article or was adjudged liable as described in Section B of this Article, but if he or she was adjudged liable, his or her indemnification is limited to reasonable expenses incurred.

G.Partial Indemnification. If an Indemnitee is entitled to indemnification under Sections A or B of this Article for a portion of expenses, including reasonable attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is entitled to be indemnified.

H.Other Rights of Indemnification. The indemnification or advancement of expenses provided under Sections A through G of this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in Sections A through G of this Article continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, personal representatives, and administrators of the person.

I.Liability Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify him or her against liability under the pertinent provisions of the Act.

J.Enforcement. If a claim under this Article is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, a committee thereof, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such claimant has met the applicable standard of conduct set forth in the Act nor an actual determination by the corporation (including its Board of Directors, a committee thereof, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

K.Contract with Corporation. The right to indemnification conferred in this Article shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

L.Application to Surviving Corporation. The definition for “corporation” found in Section 569 of the Act, as the same exists or may hereafter be amended is, and shall be, specifically excluded from application to this Article. The indemnification and other obligations set forth in this Article of the corporation shall be binding upon any resulting or surviving corporation after any merger or consolidation with the corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the Act, no person shall be entitled to the indemnification and other rights set forth in this Article for acting as a director or officer of another corporation prior to such other corporation entering into a merger or consolidation with the corporation.

M.Severability. Each and every paragraph, sentence, term and provision of this Article shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article shall be construed in all respects as if the invalid or unenforceable matter had been omitted.

ARTICLE VII

DIRECTORS

A.Number and Term of Directors. The number of directors constituting the entire Board of Directors shall not be less than three nor more than twelve, the exact number of directors to be fixed from time to time only by vote of a majority of the Board of Directors. The Board of Directors shall be divided into three classes as nearly equal in number as possible, with the term of office of one class expiring each year. The first class of the Board of Directors shall be elected to hold office for a term expiring at the annual meeting of shareholders in 1994; directors of the second class shall be elected to hold office for a term expiring at the next succeeding annual meeting of shareholders; and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders, and in each case, until their respective successors are elected and have qualified, or until their earlier death, resignation or removal. At each annual election held after the initial classification and election in the manner provided above, a number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the end of the third succeeding annual meeting of shareholders after their election and until their respective successors are elected and have qualified, or until their earlier death, resignation or removal. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be so apportioned among the classes so as to make all classes as nearly equal in number as possible. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

B.Director Vacancies. During the intervals between annual meetings of shareholders, any vacancy occurring in the Board of Directors caused by resignation, removal, death or other incapacity, and any newly created directorships resulting from an increase in the number of directorships shall be filled by a majority vote of the directors then in office, whether or not a quorum, or, if there are no directors in office, by the shareholders. If the Board of Directors accepts the resignation of any director or officer to take effect at a future time, it shall have the power to elect a successor who shall take office when the resignation becomes effective. Each director chosen to fill a vacancy or chosen to fill a newly created directorship shall hold office until the next election for the class for which such director shall have been chosen and until the election and qualification of his successor, or until his earlier death, resignation or removal. A director or directors or the entire Board of Directors may be removed from office only for cause.

C.Amendment of this Article. The affirmative vote of the holders of at least 80% of the outstanding shares of the capital stock of the corporation entitled to vote generally in the elections of directors shall be required to amend, repeal or adopt any provision inconsistent with this Article VII.

ARTICLE VIII

CONSENTS IN LIEU OF MEETINGS

Any action required or permitted by the Act, these Articles or the Bylaws of the corporation to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

ARTICLE IX

AMENDMENTS

The affirmative vote of at least the holders of at least a majority of the outstanding shares of the capital stock of the corporation entitled to vote generally at the annual meeting shall be required to amend, repeal or adopt any provision inconsistent with these Articles.

These Amended and Restated Articles of Incorporation were duly adopted on January [___], 2007 by a majority of the shareholders attending the annual meeting held on such date.

Signed this ____ day of ________________________

By________________________________________

Its:________________________________________