Exhibit A to Proxy Statement


FOURTH:	The aggregate number of shares which the Corporation 
shall have the authority to issue shall be (a)  6,000,000 shares 
of Common Stock without par value; and (b) 5,000,000 shares of 
Series A Convertible Preferred Stock as follows:

	1.	Number of Shares.  The series of Preferred Stock 
designated and known as "Series A Convertible Preferred Stock" 
shall consist of 5,000,000 shares.

	2.	Voting.  Except as may be otherwise provided in these 
terms of the Series A Convertible Preferred Stock or by law, the 
Series A Convertible Preferred Stock shall vote together with all 
other classes and series of stock of the Corporation as a single 
class on all actions to be taken by the stockholders of the 
Corporation, including, but not limited to actions amending the 
Certificate of Incorporation of the Corporation to increase the 
number of authorized shares of Common Stock.  Each share of 
Series A Convertible Preferred Stock shall entitle the holder 
thereof to such number of votes per share on each such action as 
shall equal the number of shares of Common Stock (including 
fractions of a share) into which each share of Series A 
Convertible Preferred Stock is then convertible; provided, 
however, that if the number of such number of votes is greater 
than such number of shares of Series A Convertible Preferred Stock 
and is consequently a violation of the rules of the Nasdaq Stock 
Market applicable to the Company, then the number of votes shall 
equal the number of shares of Series A Convertible Preferred 
Stock.

	3.	Dividends.  The holders of the Series A Convertible 
Preferred Stock shall be entitled to receive, out of funds legally 
available therefor, quarterly cash dividends at the rate per annum 
of $____ [4% of the original purchase price] per share until 
________ __, 2002 [third anniversary of the Preferred Share and 
Warrant Closing] and thereafter at the rate of $_______ [10% of 
the original purchase price] per share (the "Accruing Dividends").  
Accruing Dividends shall accrue from day to day, whether or not 
earned or declared, and shall be cumulative.  Accruing Dividends 
shall be declared by the Board of Directors and paid by the 
Corporation quarterly on January 31, April 30, July 31 and October 
31 of each year with respect to each share of Series A Convertible 
Preferred Stock then issued and outstanding.  At the sole option 
of the holder of shares of Series A Convertible Preferred Stock, 
the Accruing Dividends may be paid in the form of additional 
shares of Common Stock.  Upon declaration by the Board of 
Directors of the Accruing Dividends, notice shall be sent to each 
holder of Series A Convertible Preferred Stock of such declaration 
and notifying each such holder (such notice, the "Dividend 
Notice") that the Accruing Dividends shall be paid in cash unless 
such holder elects, by notice to the Corporation within 15 days of 
receipt of the Dividend Notice, to have the Accruing Dividends 
paid in the form of additional shares of Common Stock.  If any 
holder so elects, such holder shall receive in payment in full of 
the Accruing Dividends that number of shares of Common Stock as is 
equal to the aggregate value of the Accruing Dividends to be paid 
divided by the Fair Market Value (as defined in subparagraph 6Q 
below) of one share of Common Stock on the date such Accruing 
Dividends were declared (a statement as to such Fair Market Value 
shall be included in the Dividend Notice).  If payment of the 
Accruing Dividends as provided above would violate applicable law, 
the Corporation's Articles of Incorporation or its Code of 
Regulations, then the Corporation shall notify the holders of 
shares of Series A Convertible Preferred Stock of such fact and at 
the election of at least a majority of the holders of the Series A 
Convertible Preferred Stock, the Accruing Dividends shall be 
declared and paid in the form of additional shares of Common Stock 
as provided above.  The holders of the Series A Convertible 
Preferred Stock shall also be entitled to receive, out of funds 
legally available therefor, dividends at the same rate as 
dividends (other than dividends paid in additional shares of 
Common Stock) are paid with respect to the Common Stock (treating 
each share of Series A Convertible Preferred Stock as being equal 
to the number of shares of Common Stock (including fractions of a 
share) into which each share of Series A Convertible Preferred 
Stock is then convertible).

	4.	Liquidation.  Upon any liquidation, dissolution or 
winding up of the Corporation, whether voluntary or involuntary, 
the holders of the shares of Series A Convertible Preferred Stock 
shall be entitled, before any distribution or payment is made upon 
any stock ranking on liquidation junior to the Series A 
Convertible Preferred Stock, to be paid an amount equal to the 
greater of (i) $____ [original purchase price] per share plus, in 
the case of each share, an amount equal to all Accruing Dividends 
unpaid thereon (whether or not declared) and any other dividends 
declared but unpaid thereon, computed to the date payment thereof 
is made available, or (ii) such amount per share as would have 
been payable had each such share been converted to Common Stock 
pursuant to paragraph 6 immediately prior to such liquidation, 
dissolution or winding up, and the holders of Series A Convertible 
Preferred Stock shall not be entitled to any further payment, such 
amount payable with respect to one share of Series A Convertible 
Preferred Stock being sometimes referred to as the "Liquidation 
Preference Payment" and with respect to all shares of Series A 
Convertible Preferred Stock being sometimes referred to as the 
"Liquidation Preference Payments".  If upon such liquidation, 
dissolution or winding up of the Corporation, whether voluntary or 
involuntary, the assets to be distributed among the holders of 
Series A Convertible Preferred Stock shall be insufficient to 
permit payment to the holders of Series A Convertible Preferred 
Stock of the amount distributable as aforesaid, then the entire 
assets of the Corporation to be so distributed shall be 
distributed ratably among the holders of Series A Convertible 
Preferred Stock.  Upon any such liquidation, dissolution or 
winding up of the Corporation, after the holders of Series A 
Convertible Preferred Stock shall have been paid in full the 
amounts to which they shall be entitled, the remaining net assets 
of the Corporation may be distributed to the holders of stock 
ranking on liquidation junior to the Series A Convertible 
Preferred Stock.  Written notice of such liquidation, dissolution 
or winding up, stating a payment date, the amount of the 
Liquidation Preference Payments and the place where said 
Liquidation Preference Payments shall be payable, shall be 
delivered in person, mailed by certified or registered mail, 
return receipt requested, or sent by telecopier or telex, not less 
than 20 days prior to the payment date stated therein, to the 
holders of record of Series A Convertible Preferred Stock, such 
notice to be addressed to each such holder at its address as shown 
by the records of the Corporation.  Any of (i) the consolidation 
or merger of the Corporation (other than a merger to reincorporate 
the Corporation in a different jurisdiction) into or with any 
other entity or entities in which the shares of the Corporation 
outstanding immediately prior to the closing of such event 
represent or are converted into shares of the surviving or 
resulting entity that represent less than a majority of the total 
number of shares of the surviving or resulting entity that are 
outstanding or are reserved for issuance upon the exercise or 
conversion of outstanding securities immediately after the closing 
of such event, (ii) the sale or transfer of fifty percent (50%) or 
more of the capital stock of the Corporation in a single 
transaction or series of related transactions, and (iii) the sale, 
lease, exchange or transfer of all or substantially all of the 
assets of the Corporation, shall be deemed to be a liquidation, 
dissolution or winding up of the Corporation within the meaning of 
the provisions of this paragraph 4, unless the holders of at least 
sixty percent (60%) of the then outstanding Series A Convertible 
Preferred Stock otherwise agree.  For purposes hereof, the Common 
Stock shall rank on liquidation junior to the Series A Convertible 
Preferred Stock.  

	5.	Restrictions.  At any time when shares of Series A 
Convertible Preferred Stock are outstanding, except where the vote 
or written consent of the holders of a greater number of shares of 
the Corporation is required by law or by the Articles of 
Incorporation, and in addition to any other vote required by law 
or the Articles of Incorporation, without the approval of the 
holders of at least two-thirds of the then outstanding shares of 
Series A Convertible Preferred Stock, given in writing or by vote 
at a meeting, consenting or voting (as the case may be) separately 
as a series, the Corporation will not:

		5A.	Create or authorize the creation of any 
additional class or series of shares of stock unless the same 
ranks junior to the Series A Convertible Preferred Stock as to the 
distribution of assets on the liquidation, dissolution or winding 
up of the Corporation, or increase the authorized amount of the 
Series A Convertible Preferred Stock or increase the authorized 
amount of any additional class or series of shares of stock unless 
the same ranks junior to the Series A Convertible Preferred Stock 
as to the distribution of assets on the liquidation, dissolution 
or winding up of the Corporation, or create or authorize any 
obligation or security convertible into shares of Series A 
Convertible Preferred Stock or into shares of any other class or 
series of stock unless the same ranks junior to the Series A 
Convertible Preferred Stock as to the distribution of assets on 
the liquidation, dissolution or winding up of the Corporation, 
whether any such creation, authorization or increase shall be by 
means of amendment to the Articles of Incorporation or by merger, 
consolidation or otherwise;

		5B.	Consent to any liquidation, dissolution or 
winding up of the Corporation or consolidate or merge into or with 
any other entity or entities or sell, lease, abandon, transfer or 
otherwise dispose of all or substantially all its assets;

		5C.	Amend, alter or repeal its Articles of 
Incorporation if the effect would be detrimental or adverse in any 
manner with respect to the rights of the holders of the Series A 
Convertible Preferred Stock;

		5D.	Purchase or set aside any sums for the purchase 
of, or pay any dividend or make any distribution on, any shares of 
stock other than the Series A Convertible Preferred Stock, except 
for dividends or other distributions payable on the Common Stock 
solely in the form of additional shares of Common Stock and except 
for the purchase of shares of Common Stock from former employees 
of the Corporation who acquired such shares directly from the 
Corporation, if each such purchase is made pursuant to contractual 
rights held by the Corporation relating to the termination of 
employment of such former employee and the purchase price does not 
exceed the original issue price paid by such former employee to 
the Corporation for such shares; or 

		5E.	Redeem or otherwise acquire any shares of 
Series A Convertible Preferred Stock except as expressly 
authorized in paragraph 7 hereof or pursuant to a purchase offer 
made pro rata to all holders of the shares of Series A Convertible 
Preferred Stock on the basis of the aggregate number of 
outstanding shares of Series A Convertible Preferred Stock then 
held by each such holder.  

	6.	Conversions.  The holders of shares of Series A 
Convertible Preferred Stock shall have the following conversion 
rights:

		6A.	Right to Convert.  Subject to the terms and 
conditions of this paragraph 6, the holder of any share or shares 
of Series A Convertible Preferred Stock shall have the right, at 
its option at any time, to convert any such shares of Series A 
Convertible Preferred Stock (except that upon any liquidation of 
the Corporation the right of conversion shall terminate at the 
close of business on the business day fixed for payment of the 
amount distributable on the Series A Convertible Preferred Stock) 
into such number of fully paid and nonassessable shares of Common 
Stock as is obtained by (i) multiplying the number of shares of 
Series A Convertible Preferred Stock so to be converted by $____ 
[original purchase price] and (ii) dividing the result by the 
conversion price of $____ [original purchase price] per share or, 
in case an adjustment of such price has taken place pursuant to 
the further provisions of this paragraph 6, then by the conversion 
price as last adjusted and in effect at the date any share or 
shares of Series A Convertible Preferred Stock are surrendered for 
conversion (such price, or such price as last adjusted, being 
referred to as the "Conversion Price").  Such rights of conversion 
shall be exercised by the holder thereof by giving written notice 
that the holder elects to convert a stated number of shares of 
Series A Convertible Preferred Stock into Common Stock and by 
surrender of a certificate or certificates for the shares so to be 
converted to the Corporation at its principal office (or such 
other office or agency of the Corporation as the Corporation may 
designate by notice in writing to the holders of the Series A 
Convertible Preferred Stock) at any time during its usual business 
hours on the date set forth in such notice, together with a 
statement of the name or names (with address) in which the 
certificate or certificates for shares of Common Stock shall be 
issued.  

		6B.	Issuance of Certificates; Time Conversion 
Effected.  Promptly after the receipt of the written notice 
referred to in subparagraph 6A and surrender of the certificate or 
certificates for the share or shares of Series A Convertible 
Preferred Stock to be converted, the Corporation shall issue and 
deliver, or cause to be issued and delivered, to the holder, 
registered in such name or names as such holder may direct, a 
certificate or certificates for the number of whole shares of 
Common Stock issuable upon the conversion of such share or shares 
of Series A Convertible Preferred Stock.  To the extent permitted 
by law, such conversion shall be deemed to have been effected and 
the Conversion Price shall be determined as of the close of 
business on the date on which such written notice shall have been 
received by the Corporation and the certificate or certificates 
for such share or shares shall have been surrendered as aforesaid, 
and at such time the rights of the holder of such share or shares 
of Series A Convertible Preferred Stock shall cease, and the 
person or persons in whose name or names any certificate or 
certificates for shares of Common Stock shall be issuable upon 
such conversion shall be deemed to have become the holder or 
holders of record of the shares represented thereby.  

		6C.	Fractional Shares; Dividends; Partial 
Conversion.  No fractional shares shall be issued upon conversion 
of Series A Convertible Preferred Stock into Common Stock and no 
payment or adjustment shall be made upon any conversion on account 
of any cash dividends on the Common Stock issued upon such 
conversion.  At the time of each conversion, the Corporation shall 
pay in cash an amount equal to all dividends accrued and unpaid on 
the shares of Series A Convertible Preferred Stock surrendered for 
conversion to the date upon which such conversion is deemed to 
take place as provided in subparagraph 6B.  In case the number of 
shares of Series A Convertible Preferred Stock represented by the 
certificate or certificates surrendered pursuant to 
subparagraph 6A exceeds the number of shares converted, the 
Corporation shall, upon such conversion, execute and deliver to 
the holder, at the expense of the Corporation, a new certificate 
or certificates for the number of shares of Series A Convertible 
Preferred Stock represented by the certificate or certificates 
surrendered which are not to be converted.  If any fractional 
share of Common Stock would, except for the provisions of the 
first sentence of this subparagraph 6C, be delivered upon such 
conversion, the Corporation, in lieu of delivering such fractional 
share, shall pay to the holder surrendering the Series A 
Convertible Preferred Stock for conversion an amount in cash equal 
to the current market price of such fractional share as determined 
in good faith by the Board of Directors of the Corporation.  

		6D.	Adjustment of Price Upon Issuance of Common 
Stock.  Except as provided in subparagraph 6E, if and whenever, 
after the date one or more shares of Series A Convertible 
Preferred Stock is first issued, the Corporation shall issue or 
sell, or is, in accordance with subparagraphs 6D(1) through 6D(7), 
deemed to have issued or sold, any shares of Common Stock for a 
consideration per share less than the Conversion Price in effect 
immediately prior to the time of such issue or sale, then, 
forthwith upon such issue or sale, the Conversion Price shall be 
reduced to the price at which the Corporation issued or sold, or 
is deemed to have issued or sold, such shares of Common Stock.

	For purposes of this subparagraph 6D, the following subpara-
graphs 6D(1) to 6D(7) shall also be applicable:

			6D(1)  Issuance of Rights or Options.  In case 
at any time the Corporation shall in any manner grant (whether 
directly or by assumption in a merger or otherwise) any warrants 
or other rights to subscribe for or to purchase, or any options 
for the purchase of, Common Stock or any stock or security 
convertible into or exchangeable for Common Stock (such warrants, 
rights or options being called "Options" and such convertible or 
exchangeable stock or securities being called "Convertible 
Securities") whether or not such Options or the right to convert 
or exchange any such Convertible Securities are immediately 
exercisable, and the price per share for which Common Stock is 
issuable upon the exercise of such Options or upon the conversion 
or exchange of such Convertible Securities (determined by dividing 
(i) the total amount, if any, received or receivable by the 
Corporation as consideration for the granting of such Options, 
plus the minimum aggregate amount of additional consideration 
payable to the Corporation upon the exercise of all such Options, 
plus, in the case of such Options which relate to Convertible 
Securities, the minimum aggregate amount of additional 
consideration, if any, payable upon the issue or sale of such 
Convertible Securities and upon the conversion or exchange 
thereof, by (ii) the total maximum number of shares of Common 
Stock issuable upon the exercise of such Options or upon the 
conversion or exchange of all such Convertible Securities issuable 
upon the exercise of such Options) shall be less than the 
Conversion Price in effect immediately prior to the time of the 
granting of such Options, then the total maximum number of shares 
of Common Stock issuable upon the exercise of such Options or upon 
conversion or exchange of the total maximum amount of such 
Convertible Securities issuable upon the exercise of such Options 
shall be deemed to have been issued for such price per share as of 
the date of granting of such Options or the issuance of such 
Convertible Securities and thereafter shall be deemed to be 
outstanding.  In the event that all Options referred to in this 
subparagraph 6D(1) are terminated or expire without any such 
Options having been exercised, the Conversion Price shall be 
increased to the Conversion Price which would have been in effect 
at the time of such expiration or termination had all such Options 
never been issued.  Except as otherwise provided in 
subparagraph 6D(3), no adjustment of the Conversion Price shall be 
made upon the actual issue of such Common Stock or of such 
Convertible Securities upon exercise of such Options or upon the 
actual issue of such Common Stock upon conversion or exchange of 
such Convertible Securities.  

			6D(2)  Issuance of Convertible Securities.  In 
case the Corporation shall in any manner issue (whether directly 
or by assumption in a merger or otherwise) or sell any Convertible 
Securities, whether or not the rights to exchange or convert any 
such Convertible Securities are immediately exercisable, and the 
price per share for which Common Stock is issuable upon such 
conversion or exchange (determined by dividing (i) the total 
amount received or receivable by the Corporation as consideration 
for the issue or sale of such Convertible Securities, plus the 
minimum aggregate amount of additional consideration, if any, 
payable to the Corporation upon the conversion or exchange 
thereof, by (ii) the total maximum number of shares of Common 
Stock issuable upon the conversion or exchange of all such 
Convertible Securities) shall be less than the Conversion Price in 
effect immediately prior to the time of such issue or sale, then 
the total maximum number of shares of Common Stock issuable upon 
conversion or exchange of all such Convertible Securities shall be 
deemed to have been issued for such price per share as of the date 
of the issue or sale of such Convertible Securities and thereafter 
shall be deemed to be outstanding, provided that (a) except as 
otherwise provided in subparagraph 6D(3), no adjustment of the 
Conversion Price shall be made upon the actual issue of such 
Common Stock upon conversion or exchange of such Convertible 
Securities, (b) if any such issue or sale of such Convertible 
Securities is made upon exercise of any Options to purchase any 
such Convertible Securities for which adjustments of the 
Conversion Price have been or are to be made pursuant to other 
provisions of this subparagraph 6D, no further adjustment of the 
Conversion Price shall be made by reason of such issue or sale, 
and (c) in the event that all Convertible Securities referred to 
in this subparagraph 6D(2) are terminated or expire without any 
such Convertible Securities having been converted or exchanged, 
the Conversion Price shall be increased to the Conversion Price 
which would have been in effect at the time of such expiration or 
termination had all such Convertible Securities never been issued.

			6D(3)  Change in Option Price or Conversion 
Rate. Upon the happening of any of the following events, namely, 
if the purchase price provided for in any Option referred to in 
subparagraph 6D(1), the additional consideration, if any, payable 
upon the conversion or exchange of any Convertible Securities 
referred to in subparagraph 6D(1) or 6D(2), or the rate at which 
Convertible Securities referred to in subparagraph 6D(1) or 6D(2) 
are convertible into or exchangeable for Common Stock shall change 
at any time (including, but not limited to, changes under or by 
reason of provisions designed to protect against dilution), the 
Conversion Price in effect at the time of such event shall 
forthwith be readjusted to the Conversion Price which would have 
been in effect at such time had such Options or Convertible 
Securities still outstanding provided for such changed purchase 
price, additional consideration or conversion rate, as the case 
may be, at the time initially granted, issued or sold, but only if 
as a result of such adjustment the Conversion Price then in effect 
hereunder is thereby reduced; and on the termination of any such 
Option or any such right to convert or exchange such Convertible 
Securities, the Conversion Price then in effect hereunder shall 
forthwith be increased to the Conversion Price which would have 
been in effect at the time of such termination had such Option or 
Convertible Securities, to the extent outstanding immediately 
prior to such termination, never been issued.

			6D(4)  Stock Dividends.  In case the Corporation 
shall declare a dividend (other than the Accruing Dividends) or 
make any other distribution upon any stock of the Corporation 
(other than the Common Stock) payable in Common Stock, Options or 
Convertible Securities, then any Common Stock, Options or 
Convertible Securities, as the case may be, issuable in payment of 
such dividend or distribution shall be deemed to have been issued 
or sold at a price per share equal to $.00001.

			6D(5)  Consideration for Stock.  In case any 
shares of Common Stock, Options or Convertible Securities shall be 
issued or sold for cash, the consideration received therefor shall 
be deemed to be the amount received by the Corporation therefor, 
without deduction therefrom of any expenses incurred or any 
underwriting commissions or concessions paid or allowed by the 
Corporation in connection therewith.  In case any shares of Common 
Stock, Options or Convertible Securities shall be issued or sold 
for a consideration other than cash, the amount of the 
consideration other than cash received by the Corporation shall be 
deemed to be the fair value of such consideration as determined in 
good faith by the Board of Directors of the Corporation, without 
deduction of any expenses incurred or any underwriting commissions 
or concessions paid or allowed by the Corporation in connection 
therewith.  In case any Options shall be issued in connection with 
the issue and sale of other securities of the Corporation, 
together comprising one integral transaction in which no specific 
consideration is allocated to such Options by the parties thereto, 
such Options shall be deemed to have been issued for such 
consideration as determined in good faith by the Board of 
Directors of the Corporation.

			6D(6)  Record Date.  In case the Corporation 
shall take a record of the holders of its Common Stock for the 
purpose of entitling them (i) to receive a dividend or other 
distribution payable in Common Stock, Options or Convertible 
Securities or (ii) to subscribe for or purchase Common Stock, 
Options or Convertible Securities, then such record date shall be 
deemed to be the date of the issue or sale of the shares of Common 
Stock deemed to have been issued or sold upon the declaration of 
such dividend or the making of such other distribution or the date 
of the granting of such right of subscription or purchase, as the 
case may be.  

			6D(7)  Treasury Shares.  The number of shares of 
Common Stock outstanding at any given time shall not include 
shares owned or held by or for the account of the Corporation, and 
the disposition of any such shares shall be considered an issue or 
sale of Common Stock for the purpose of this subparagraph 6D.

		6E.	Certain Issues of Common Stock Excepted.  
Anything herein to the contrary notwithstanding, the Corporation 
shall not be required to make any adjustment of the Conversion 
Price in the case of the issuance from and after the date of 
filing of these terms of the Series A Convertible Preferred Stock 
of up to an aggregate of [remaining option pool] shares 
(appropriately adjusted to reflect the occurrence of any event 
described in subparagraph 6F) of Common Stock to directors, 
officers, employees or consultants of the Corporation in 
connection with their service as directors of the Corporation, 
their employment by the Corporation or their retention as 
consultants by the Corporation, plus such number of shares of 
Common Stock which are repurchased by the Corporation from such 
persons after such date pursuant to contractual rights held by the 
Corporation and at repurchase prices not exceeding the respective 
original purchase prices paid by such persons to the Corporation 
therefor.

		6F.	Subdivision or Combination of Common Stock.  In 
case the Corporation shall at any time subdivide (by any stock 
split, stock dividend or otherwise) its outstanding shares of 
Common Stock into a greater number of shares, the Conversion Price 
in effect immediately prior to such subdivision shall be 
proportionately reduced, and, conversely, in case the outstanding 
shares of Common Stock shall be combined into a smaller number of 
shares, the Conversion Price in effect immediately prior to such 
combination shall be proportionately increased.  In the case of 
any such subdivision, no further adjustment shall be made pursuant 
to subparagraph 6D(4) by reason thereof.

		6G.	Reorganization or Reclassification.  If any 
capital reorganization or reclassification of the capital stock of 
the Corporation shall be effected in such a way that holders of 
Common Stock shall be entitled to receive stock, securities or 
assets with respect to or in exchange for Common Stock, then, as a 
condition of such reorganization or reclassification, lawful and 
adequate provisions shall be made whereby each holder of a share 
or shares of Series A Convertible Preferred Stock shall thereupon 
have the right to receive, upon the basis and upon the terms and 
conditions specified herein and in lieu of the shares of Common 
Stock immediately theretofore receivable upon the conversion of 
such share or shares of Series A Convertible Preferred Stock, such 
shares of stock, securities or assets as may be issued or payable 
with respect to or in exchange for a number of outstanding shares 
of such Common Stock equal to the number of shares of such Common 
Stock immediately theretofore receivable upon such conversion had 
such reorganization or reclassification not taken place, and in 
any such case appropriate provisions shall be made with respect to 
the rights and interests of such holder to the end that the 
provisions hereof (including without limitation provisions for 
adjustments of the Conversion Price) shall thereafter be 
applicable, as nearly as may be, in relation to any shares of 
stock, securities or assets thereafter deliverable upon the 
exercise of such conversion rights.  

		6H.	Notice of Adjustment.  Upon any adjustment of 
the Conversion Price, then and in each such case the Corporation 
shall give written notice thereof, by delivery in person, 
certified or registered mail, return receipt requested, telecopier 
or telex, addressed to each holder of shares of Series A 
Convertible Preferred Stock at the address of such holder as shown 
on the books of the Corporation, which notice shall state the 
Conversion Price resulting from such adjustment, setting forth in 
reasonable detail the method upon which such calculation is based.

		6I.	Other Notices.  In case at any time:  

			(1)	the Corporation shall declare any dividend 
upon its Common Stock payable in cash or stock or make any other 
distribution to the holders of its Common Stock;

			(2)	the Corporation shall offer for 
subscription pro rata to the holders of its Common Stock any 
additional shares of stock of any class or other rights;

			(3)	there shall be any capital reorganization 
or reclassification of the capital stock of the Corporation, or a 
consolidation or merger of the Corporation with or into another 
entity or entities, or a sale, lease, abandonment, transfer or 
other disposition of all or substantially all its assets, or any 
Change of Control (a defined in paragraph 7);

			(4)	there shall be a voluntary or involuntary 
dissolution, liquidation or winding up of the Corporation; or

			(5)	the election by at least a majority of the 
holders of Series A Convertible Stock to have the Corporation 
redeem the outstanding shares of Series A Convertible Preferred 
Stock pursuant to paragraph 7 hereof;

then, in any one or more of said cases, the Corporation shall 
give, by delivery in person, certified or registered mail, return 
receipt requested, telecopier or telex, addressed to each holder 
of any shares of Series A Convertible Preferred Stock at the 
address of such holder as shown on the books of the Corporation, 
(a) at least 20 days' prior written notice of the date on which 
the books of the Corporation shall close or a record shall be 
taken for such dividend, distribution or subscription rights or 
for determining rights to vote in respect of any such 
reorganization, reclassification, consolidation, merger, 
disposition, dissolution, liquidation, winding up and (b) in the 
case of any such reorganization, reclassification, consolidation, 
merger, disposition, dissolution, liquidation, winding up, Change 
of Control or redemption, at least 20 days' prior written notice 
of the date when the same shall take place.  Such notice in 
accordance with the foregoing clause (a) shall also specify, in 
the case of any such dividend, distribution or subscription 
rights, the date on which the holders of Common Stock shall be 
entitled thereto and such notice in accordance with the foregoing 
clause (b) shall also specify the date on which the holders of 
Common Stock shall be entitled to exchange their Common Stock for 
securities or other  property deliverable upon such 
reorganization, reclassification, consolidation, merger, 
disposition, dissolution, liquidation or winding up, as the case 
may be.  

		6J.	Stock to be Reserved.  The Corporation will at 
all times reserve and keep available out of its authorized Common 
Stock, solely for the purpose of issuance upon the conversion of 
Series A Convertible Preferred Stock as herein provided, such 
number of shares of Common Stock as shall then be issuable upon 
the conversion of all outstanding shares of Series A Convertible 
Preferred Stock.  The Corporation covenants that all shares of 
Common Stock which shall be so issued shall be duly and validly 
issued and fully paid and nonassessable and free from all taxes, 
liens and charges with respect to the issue thereof, and, without 
limiting the generality of the foregoing, the Corporation 
covenants that it will from time to time take all such action as 
may be requisite to assure that the par value per share of the 
Common Stock is at all times equal to or less than the Conversion 
Price in effect at the time.  The Corporation will take all such 
action as may be necessary to assure that all such shares of 
Common Stock may be so issued without violation of any applicable 
law or regulation, or of any requirement of any national securi-
ties exchange upon which the Common Stock may be listed.  The 
Corporation will not take any action which results in any adjust-
ment of the Conversion Price if the total number of shares of 
Common Stock issued and issuable after such action upon conversion 
of the Series A Convertible Preferred Stock would exceed the total 
number of shares of Common Stock then authorized by the Articles 
of Incorporation.  

		6K.	No Reissuance of Series A Convertible Preferred 
Stock.  Shares of Series A Convertible Preferred Stock which are 
converted into shares of Common Stock as provided herein shall not 
be reissued.  

		6L.	Issue Tax.  The issuance of certificates for 
shares of Common Stock upon conversion of Series A Convertible 
Preferred Stock shall be made without charge to the holders 
thereof for any issuance tax in respect thereof, provided that the 
Corporation shall not be required to pay any tax which may be 
payable in respect of any transfer involved in the issuance and 
delivery of any certificate in a name other than that of the 
holder of the Series A Convertible Preferred Stock which is being 
converted.  

		6M.	Closing of Books.  The Corporation will at no 
time close its transfer books against the transfer of any Series A 
Convertible Preferred Stock or of any shares of Common Stock 
issued or issuable upon the conversion of any shares of Series A 
Convertible Preferred Stock in any manner which interferes with 
the timely conversion of such Series A Convertible Preferred 
Stock, except as may otherwise be required to comply with applic-
able securities laws.  

		6N.	Definition of Common Stock.  As used in this 
paragraph 6, the term "Common Stock" shall mean and include the 
Corporation's authorized Common Stock, no par value per share, as 
constituted on the date of filing of these terms of the Series A 
Convertible Preferred Stock, and shall also include any capital 
stock of any class of the Corporation thereafter authorized which 
shall not be limited to a fixed sum or percentage in respect of 
the rights of the holders thereof to participate in dividends or 
in the distribution of assets upon the voluntary or involuntary 
liquidation, dissolution or winding up of the Corporation; 
provided that the shares of Common Stock receivable upon 
conversion of shares of Series A Convertible Preferred Stock shall 
include only shares designated as Common Stock of the Corporation 
on the date of filing of this instrument, or in case of any 
reorganization or reclassification of the outstanding shares 
thereof, the stock, securities or assets provided for in 
subparagraph 6G. 

		6O.  Mandatory Conversion.  If at any time the 
Corporation shall effect a firm commitment underwritten public 
offering of shares of Common Stock in which (i) the aggregate 
price paid for such shares by the public shall be at least 
$25,000,000 and (ii) the price paid by the public for such shares 
shall be at least $5.00 per share (appropriately adjusted to 
reflect the occurrence of any event described in subparagraph 6F), 
then effective upon the closing of the sale of such shares by the 
Corporation pursuant to such public offering, all outstanding 
shares of Series A Convertible Preferred Stock shall automatically 
convert to shares of Common Stock on the basis set forth in this 
paragraph 6.  If at any time after ____________ __, 2002 [the 
third anniversary of the Preferred Share and Warrant Closing Date] 
the Fair Market Value (as defined below) of one share of Common 
Stock exceeds $_________ [200% of original purchase price] 
(appropriately adjusted to reflect the occurrence of any event 
described in subparagraph 6F), then effective upon delivery of a 
notice of such Fair Market Value to each holder of any shares of 
Series A Convertible Preferred Stock, such delivery to be in 
person, certified or registered mail, return receipt requested, 
telecopier or telex, to the address of such holder as shown on the 
books of the Corporation, all outstanding shares of Series A 
Convertible Preferred stock shall automatically convert to shares 
of Common Stock on the basis set forth in this paragraph 6.  
Holders of shares of Series A Convertible Preferred Stock 
converted pursuant to this subparagraph 6O may deliver to the 
Corporation at its principal office (or such other office or 
agency of the Corporation as the Corporation may designate by 
notice in writing to such holders) during its usual business 
hours, the certificate or certificates for the shares so 
converted.  As promptly as practicable thereafter, the Corporation 
shall issue and deliver to such holder a certificate or 
certificates for the number of whole shares of Common Stock to 
which such holder is entitled, together with any cash dividends 
and payment in lieu of fractional shares to which such holder may 
be entitled pursuant to subparagraph 6C.  Until such time as a 
holder of shares of Series A Convertible Preferred Stock shall 
surrender his or its certificates therefor as provided above, such 
certificates shall be deemed to represent the shares of Common 
Stock to which such holder shall be entitled upon the surrender 
thereof.

		6P.	Additional Adjustment to Conversion Price.  If 
on _______ __, 2001 [the second anniversary of the Preferred Share 
and Warrant Closing Date], the product of (A) the Fair Market 
Value of one share of Common Stock, multiplied by (B) __________ 
[total number of shares of Series A issued at the Preferred Share 
and Warrant Closing], is less than the difference of (i) 
$6,250,000, minus (ii) the aggregate total of all Accruing 
Dividends which have been declared and paid until such date, then 
the Conversion Price shall be reduced to the price which equals 
two-thirds of the Conversion Price in effect immediately prior to 
such reduction.

		6Q.	Fair Market Value.  For the purposes of 
paragraph 3 and subparagraphs 6O and 6P, "Fair Market Value" of 
one share of Common Stock on any specified date shall mean:

		(i)	If shares of Common Stock are traded on an 
exchange or are quoted on the Nasdaq National Market, the average 
of the last reported sale price of the Common Stock on the twenty 
trading days before such date;

		(ii)	If shares of the Common Stock are not traded on 
an exchange or on the Nasdaq National Market but are traded in the 
over-the-counter market, the average of the mean of the last bid 
and asked prices reported on the twenty trading days before such 
date (1) by the Nasdaq or (2) if reports are unavailable under 
clause (1) by the National Quotation Bureau Incorporated; and 

		(iii)	If shares of the Company's Common Stock are not 
publicly traded, then as determined in good faith by the Board of 
Directors upon review of relevant factors.

	6R.	Adjustment for Dividends in Other Stock, Property, 
etc.; Reclassification, etc.  In case at any time or from time to 
time, the holders of Common Stock shall have received, or (on or 
after the record date fixed for the determination of shareholders 
eligible to receive) shall have become entitled to receive, 
without payment therefor:  

		(a)	other or additional stock or other securities or 
property (other than cash) by way of dividend, or  

		(b)	any cash (excluding cash dividends payable 
solely out of earnings or earned surplus of the Company), or  

		(c)	other or additional stock or other securities or 
property (including cash) by way of spin-off, split-up, 
reclassification, recapitalization, combination of shares or 
similar corporate rearrangement,  

other than additional shares of Common Stock issued as a stock 
dividend or in a stock-split, then and in each such case each 
holder of shares of Series A Convertible Preferred Stock shall be 
entitled to receive such stock and other securities and property 
(including cash in the cases referred to in subparagraphs 6R(b) 
and (c)) at the same rate as such stock and other securities and 
property (including cash in the cases referred to in subparagraphs 
6R(b) and (c)) are paid with respect to the Common Stock (treating 
each share of Series A Convertible Preferred Stock as being equal 
to the number of shares of Common Stock (including fractions of a 
share) into which each share of Series A Convertible Preferred 
Stock is then convertible).

	7.	Redemption.  The shares of Series A Convertible Pre-
ferred Stock may be redeemed as follows:  

		7A.	Optional Redemption.  In the event of a Change 
of Control (as defined below) the holders of a majority of the 
shares of the Series A Convertible Preferred Stock may require the 
Corporation to redeem the shares of Series A Convertible Preferred 
Stock pursuant to this paragraph 7.  "Change of Control" shall 
mean the acquisition by a person or related persons, or entity or 
related entities, of voting securities of the Corporation 
(including securities convertible into voting securities, "Voting 
Securities") which, together with all other Voting Securities 
owned by such person, persons, entity or entities (A) exceeds 
fifty percent (50%) of all outstanding Voting Securities of the 
Corporation at such time, or (B) represents greater than fifty 
percent (50%) of the voting power of all outstanding Voting 
Securities at such time.

		7B.	Redemption Price and Payment.  The Series A Con-
vertible Preferred Stock to be redeemed on the Redemption Date (as 
defined below) shall be redeemed by paying for each share an 
amount in cash equal to $__________ [110% of original purchase 
price] per share plus, in the case of each share, an amount equal 
to all dividends, excluding Accruing Dividends, declared but 
unpaid thereon, computed to the Redemption Date, such amount being 
referred to as the "Redemption Price".  Such payment shall be made 
in full on the Redemption Date to the holders entitled thereto.

		7C.	Redemption Mechanics.  Pursuant to the 
provisions of paragraph 6I, notice of any Change of Control shall 
be delivered to each holder of any shares of Series A Convertible 
Preferred Stock at least 20 days prior to the effective date of 
any such Change of Control.  By written notice delivered to the 
Corporation, the holders of at least fifty percent (50%) of the 
outstanding shares of Series A Convertible Preferred Stock may 
require the Corporation to redeem all outstanding shares of Series 
A Convertible Preferred Stock pursuant to this paragraph 7.  Such 
notice delivered to the Company shall specify the date on which 
the Company shall redeem the shares of Series A Convertible 
Preferred Stock (the "Redemption Date"), which shall in no event 
be (i) prior to the effective date of the Change of Control or 
(ii) fewer than 21 days after delivery of such notice to the 
Company.  From and after the close of business on the Redemption 
Date, unless there shall have been a default in the payment of the 
Redemption Price, all rights of holders of shares of Series A 
Convertible Preferred Stock (except the right to receive the 
Redemption Price) shall cease with respect to such shares, and 
such shares shall not thereafter be transferred on the books of 
the Corporation or be deemed to be outstanding for any purpose 
whatsoever.  If the funds of the Corporation legally available for 
redemption of shares of Series A Convertible Preferred Stock on 
the Redemption Date are insufficient to redeem the total number of 
outstanding shares of Series A Convertible Preferred Stock, the 
holders of shares of Series A Convertible Preferred Stock shall 
share ratably in any funds legally available for redemption of 
such shares according to the respective amounts which would be 
payable with respect to the full number of shares owned by them if 
all such outstanding shares were redeemed in full.  The shares of 
Series A Convertible Preferred Stock not redeemed shall remain 
outstanding and entitled to all rights and preferences provided 
herein.  At any time thereafter when additional funds of the 
Corporation are legally available for the redemption of such 
shares of Series A Convertible Preferred Stock, such funds will be 
used, at the end of the next succeeding fiscal quarter, to redeem 
the balance of such shares, or such portion thereof for which 
funds are then legally available, on the basis set forth above.

	8.	Amendments.  No provision of these terms of the 
Series A Convertible Preferred Stock may be amended (whether by 
merger, consolidation or otherwise), modified or waived without 
the written consent or affirmative vote of the holders of at least 
two-thirds of the then outstanding shares of Series A Convertible 
Preferred Stock.  


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Exhibit A to Proxy Statement