EXHIBIT 4.2


                              SECTION A OF ARTICLE
                            FOURTH OF THE CERTIFICATE
                                OF INCORPORATION


A. Classes and Number of Shares.

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

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

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

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

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

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