{"id":41416,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-purchase-pro-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-purchase-pro-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-purchase-pro-international-inc.html","title":{"rendered":"Articles of Incorporation &#8211; Purchase Pro International Inc."},"content":{"rendered":"<pre>                                                               File No. 569-1998\n\n                AMENDED AND RESTATED ARTICLES OF INCORPORATION\n\n                                      OF\n\n                       PURCHASE PRO INTERNATIONAL, INC.\n\n     We the undersigned President and Secretary of Purchase Pro International,\nInc. do hereby certify that:\n\n     1.  The Articles of Incorporation of said corporation are amended and\nrestated to read in full as follows:\n\n     FIRST:  The name of the corporation (hereinafter called the 'Corporation')\nis PurchasePro.com, Inc.\n\n     SECOND:  The address of the registered office of the Corporation in the\nState of Nevada is One East First Street, Reno, Nevada 89501, and the name of\nthe registered agent of the Corporation in the State of Nevada at such address\nis Corporation Trust Company of Nevada.\n\n     THIRD:  The purpose of the Corporation is to engage in any lawful act or\nactivity for which corporations may be organized under the General Corporation\nLaw of the State of Nevada.\n\n     FOURTH:\n\n     A.  This Corporation is authorized to issue two classes of shares to be\ndesignated respectively Preferred Stock ('Preferred Stock') and Common Stock\n('Common Stock').  The total number of shares of capital stock that the\nCorporation is authorized to issue is fifty million (50,000,000).  The total\nnumber of shares of Preferred Stock this Corporation shall have authority to\nissue is ten million (10,000,000).  The total number of shares of Common Stock\nthis Corporation shall have authority to issue is forty million (40,000,000).\nThe Preferred Stock shall have a par value of $.001 per share and the Common\nStock shall have a par value of $.01 per share.\n\n     Except as set forth in paragraph C of this Article, the Board of Directors\nis expressly authorized to provide for the issue, in one or more series, of all\nor any shares of the Preferred Stock and, in the resolution or resolutions\nproviding for such issue, to establish for such series:\n\n         (1)   the number of its shares, which may thereafter (unless forbidden\n     in the resolution or resolutions providing for such issue) be increased or\n     decreased (but not below the number of shares of the series then\n     outstanding) pursuant to a subsequent resolution of the Board of Directors;\n\n                                      -1-\n\n \n          (2)  the voting powers, full or limited, of the shares of such series,\n     or that such shares shall have no voting powers; and\n\n          (3)  the designations, preferences and relative, participating,\n     optional or other special rights of the shares of such series, and the\n     qualifications, limitations or restrictions thereof.\n\n     In furtherance of the foregoing authority and not in limitation of it, the\nBoard of Directors is expressly authorized, in the resolution or resolutions\nproviding for the issue of a series of Preferred Stock:\n\n          (1)  to subject the shares of such series, without the consent of the\n     holders of such shares, to being converted into or exchanged for shares of\n     another class or classes of stock of the Corporation, or to being redeemed\n     for cash, property or rights, including securities, all on such conditions\n     and on such terms as may be stated in such resolution or resolutions; and\n\n          (2)  to make any of the voting powers, designations, preferences,\n     rights and qualifications, limitations or restrictions of the shares of the\n     series dependent upon facts ascertainable outside these Amended and\n     Restated Articles of Incorporation.\n\n     B.   The Preferred Stock shall initially be divided into two series.  The\nfirst series shall consist of 2,100,000 shares and is designated 'Series A\nPreferred Stock.'  The second series shall consist of 3,300,000 shares and is\ndesignated 'Series B Preferred Stock.'  The Series A Preferred Stock shall have\na liquidation preference of Two Dollars and Fifty Cents ($2.50) per share, as\nadjusted herein (the 'Series A Liquidation Preference').  The Series B Preferred\nStock shall have a liquidation preference of Three Dollars and Fifty Cents\n($3.50) per share, as adjusted herein (the 'Series B Liquidation Preference').\n\n     C.   The powers, preferences, rights, restrictions, and other matters\nrelating to the Series A and Series B Preferred Stock are as follows:\n\n     1.   Ranking. The Series A and Series B Preferred Stock shall rank (a) on\n          -------\nparity with each other with respect to dividend distributions and distributions\nupon a Liquidation (as defined in Section C.4), (b) senior to all classes of\ncommon stock of the Corporation and to each other class of capital stock or\nseries of preferred stock, established subsequent to the first issuance of\nSeries B Preferred Stock by the Board of Directors, the terms of which do not\nexpressly provide that it ranks senior to or on a parity with the Series A and\nSeries B Preferred Stock as to dividend distributions and distributions upon a\nLiquidation (collectively, with the Common Stock of the Corporation, the 'Junior\nSecurities'); (c) on a parity with any additional shares of Series A or Series B\nPreferred Stock issued by the Corporation in the future and any other class of\ncapital stock or series of preferred stock issued by the Corporation after the\ninitial sale of Series B Preferred Stock by the Board of Directors, the terms of\nwhich expressly provide that such class or series will rank on a parity with the\nSeries A and Series B Preferred Stock as to dividend distributions and\ndistributions upon a Liquidation (collectively referred to as 'Parity\nSecurities'); and (d) junior to each class of capital stock or series of\npreferred stock issued by the Corporation after the initial sale of Series B\nPreferred Stock by the Board of Directors the terms of which \n\n                                      -2-\n\n \nexpressly provide that such class or series will rank senior to the Series A and\nSeries B Preferred Stock as to dividend distributions and distributions upon a\nLiquidation (collectively, the 'Senior Securities').\n\n     No dividend whatsoever shall be declared or paid upon, or any sum set apart\nfor the payment of dividends upon, any outstanding share of Series A or Series B\nPreferred Stock with respect to any dividend period unless all dividends for all\npreceding dividend periods have been declared and paid, or declared and a\nsufficient sum set apart for the payment of such dividends, upon all outstanding\nshares of Senior Securities.\n\n     2.   Dividends.\n          --------- \n     (a)  The holders of shares of Series A or Series B Preferred Stock shall be\nentitled to receive, when, as and if dividends are declared by the Board of\nDirectors out of funds of the Corporation legally available therefor, cumulative\npreferential dividends from the date of issuance of such shares of Series A or\nSeries B Preferred Stock accruing on a daily basis at the rate per annum of\neight percent (8%) of the Series A or Series B Liquidation Preference, as\napplicable, per share plus all accumulated and unpaid dividends thereon.\n\n     (b)  Dividends on the Series A and Series B Preferred Stock shall\naccumulate whether or not the Corporation has earnings or profits, whether or\nnot there are funds legally available for the payment of such dividends and\nwhether or not dividends are declared. Dividends will accumulate to the extent\nthey are not paid.\n\n     (c)  Unless full cumulative dividends on all outstanding shares of Series A\nand Series B Preferred Stock for all past dividend periods shall have been\ndeclared and paid, or declared and a sufficient sum for the payment thereof set\napart, then: (i) no dividend (other than a dividend payable solely in shares of\nany Junior Securities) shall be declared or paid upon, or any sum set apart for\nthe payment of dividends upon, any shares of Junior Securities; (ii) no other\ndistribution shall be declared or made upon, or any sum set apart for the\npayment of any distribution upon, any shares of Junior Securities, other than a\ndistribution consisting solely of Junior Securities; (iii) no shares of Junior\nSecurities shall be purchased, redeemed or otherwise acquired or retired for\nvalue (excluding an exchange for shares of other Junior Securities) by the\nCorporation or any of its Subsidiaries; and (iv) no monies shall be paid into or\nset apart or made available for a sinking or other like fund for the purchase,\nredemption or other acquisition or retirement for value of any shares of Junior\nSecurities by the Corporation or any of its Subsidiaries.\n\n     (d)  In addition, when and if the Board of Directors shall declare a\ndividend payable with respect to the then outstanding shares of Common Stock of\nthe Corporation, the holder of each share of Series A and\/or Series B Preferred\nStock shall be entitled to the amount of dividends per share as would be payable\non the largest number of whole shares of Common Stock into which each share of\nSeries A or Series B Preferred Stock could then be converted pursuant to Section\nC.3 hereof (such number to be determined as of the record date for the\ndetermination of holders of Common Stock entitled to receive such dividend).\nDeclared and unpaid dividends on the Series A and Series B Preferred Stock will\nbe payable upon a \n\n                                      -3-\n\n \nLiquidation first to the holders of Series A and\/or Series B Preferred Stock\nbefore any distribution to the holders of Common Stock.\n\n     (e)  In the event the Corporation shall make or issue, or shall fix a\nrecord date for the determination of holders of Common Stock entitled to\nreceive, a dividend or other distribution with respect to the Common Stock\npayable in (i) securities of the Corporation other than shares of Common Stock\nor (ii) assets, then and in each such event the holders of Series A and\/or\nSeries B Preferred Stock shall receive, at the same time such distribution is\nmade with respect to Common Stock, the number of securities or such other assets\nof the Corporation which they would have received had their Series A and\/or\nSeries B Preferred Stock been converted into Common Stock immediately prior to\nthe record date for determining holders of Common Stock entitled to receive such\ndistributions.\n\n     3.   Conversion.\n          ---------- \n\n     (a)  A holder of shares of Series A or Series B Preferred Stock may convert\nsuch shares into Common Stock at any time at the option of such holder. For the\npurposes of conversion, each share of Series A Preferred Stock shall be valued\nat the Series A Liquidation Preference, which shall be divided by the Series A\nConversion Price in effect on the date of such conversion to determine the\nnumber of shares of Common Stock issuable for each share of Series A Preferred\nStock upon conversion. For the purposes of conversion, each share of Series B\nPreferred Stock shall be valued at the Series B Liquidation Preference, which\nshall be divided by the Series B Conversion Price in effect on the date of such\nconversion to determine the number of shares of Common Stock issuable for each\nshare of Series B Preferred Stock upon conversion. Immediately following such\nconversion, the rights of the holders of converted Series A or Series B\nPreferred Stock shall cease and the Persons entitled to receive the Common Stock\nupon the conversion of such Series A or Series B Preferred Stock shall be\ntreated for all purposes as having become the owners of such Common Stock.\n\n     (b)  Upon the consummation of a Qualified Public Offering, all outstanding\nshares of Series A and Series B Preferred Stock shall be automatically converted\ninto Common Stock at the Series A or Series B Conversion Price, as applicable,\nin effect immediately prior to the consummation of such Qualified Public\nOffering. Promptly following the occurrence of such conversion, the Corporation\nshall give written notice thereof to each record holder of converted Series A or\nSeries B Preferred Stock, including instructions to be followed to obtain a\ncertificate for the shares of Common Stock into which such holder's Series A or\nSeries B Preferred Stock was converted.\n\n     (c)  To convert Series A or Series B Preferred Stock (other than an\nautomatic conversion pursuant to Section C.3(b)), a holder must (i) surrender\nthe certificate or certificates evidencing the shares of Series A and Series B\nPreferred Stock to be converted, duly endorsed in a form satisfactory to the\nCorporation, at the office of the Corporation or transfer agent for the Series A\nand Series B Preferred Stock, (ii) notify the Corporation at such office that he\nelects to convert the Series A and Series B Preferred Stock and the number of\nshares to be converted, and (iii) state in writing the name or names in which he\nwishes the certificate or certificates for shares of Common Stock to be issued.\nThe date on which the holder satisfies all such requirements or the date on\nwhich the Series A and Series B Preferred Stock is subject to\n\n                                      -4-\n\n \nautomatic conversion pursuant to Section C.3(b), as the case may be, shall be\nthe 'Series A Conversion Date' or 'Series B Conversion Date,' as applicable. As\nsoon as practical, the Corporation shall deliver a certificate for the number of\nfull shares of Common Stock issuable upon the conversion, except that the\nCorporation shall not be required to deliver such certificate in the case of an\nautomatic conversion until the holders of the converted Series A and Series B\nPreferred Stock shall have complied with the provisions of clauses (i) and (iii)\nof the first sentence of C.3(c). The Person in whose name the Common Stock\ncertificate is registered shall be treated as the stockholder of record on and\nafter the Series A Conversion Date or Series B Conversion Date, as applicable.\nNo payment or adjustment will be made for accrued and unpaid dividends on\nconverted shares of Series A and Series B Preferred Stock or for dividends on\nany Common Stock issued upon such conversion.\n\n     (d)  The Corporation shall pay cash (based upon the higher of the last\nreported sale price of the Common Stock or the good faith determination by the\nBoard of Directors of the fair market value of the Common Stock) in lieu of\nissuing any fractional shares of Common Stock upon conversion of Series A or\nSeries B Preferred Stock.\n\n     (e)  If a holder converts shares of Series A or Series B Preferred Stock,\nthe Corporation shall pay any documentary, stamp or similar issue or transfer\ntax due on the issue of shares of Common Stock upon the conversion. However, the\nholder shall pay any such tax that is due because the shares are issued in a\nname other than the holder's name.\n\n     (f)  The Corporation has reserved and shall continue to reserve out of its\nauthorized but unissued Common Stock or its Common Stock held in treasury a\nsufficient number of shares of Common Stock to permit the conversion of the\nSeries A and Series B Preferred Stock in full. All shares of Common Stock that\nmay be issued upon conversion of the Series A and Series B Preferred Stock shall\nbe fully paid and nonassessable. The Corporation shall endeavor to comply with\nall securities laws regulating the offer and delivery of shares of Common Stock\nupon conversion of the Series A and Series B Preferred Stock and shall endeavor\nto list such shares on each national securities exchange or automated quotation\nsystem on which the Common Stock is listed.\n\n     (g)  If and whenever the Corporation shall issue or sell, or is, in\naccordance with Sections C.3(g)(i) through C.3(g)(x), deemed to have issued or\nsold, any shares of Common Stock (other than shares of Common Stock issuable\nupon exercise of warrants or options outstanding as of the date of filing of\nthese Amended and Restated Articles of Incorporation) for a consideration per\nshare less than the Series A Conversion Price or Series B Conversion Price, as\napplicable, in effect immediately prior to the time of such issue or sale, then,\nforthwith upon such issue or sale, such Series A Conversion Price or Series B\nConversion Price, as applicable, shall be reduced to the price determined by\ndividing (i) an amount equal to the sum of (x) the number of shares of Common\nStock outstanding immediately prior to such issue or sale on a fully diluted and\nconverted basis multiplied by the then existing Series A Conversion Price or\nSeries B Conversion Price, as applicable, and (y) the consideration, if any,\nreceived by the Corporation upon such issue or sale, by (ii) the total number of\nshares of Common Stock outstanding immediately after such issue or sale on a\nfully diluted and converted basis. For purposes of this Section C.3(g), the\nfollowing Sections C.3(g)(i) to C.3(g)(x) shall also be applicable:\n\n                                      -5-\n\n \n     (i)    Unless otherwise waived by holders of a majority of the outstanding\nshares of the Series A Preferred Stock, if the Corporation shall fail to have a\nclosed a Qualified Public Offering on or before October 31, 1999, then the\nSeries A Conversion Price shall be adjusted by multiplying the Series A\nConversion Price then in effect by eighty-eight and eighty-nine one-hundredths\npercent (88.89%).\n\n     (ii)   Unless otherwise waived by holders of a majority of the outstanding\nshares of Series A Preferred Stock, if the Corporation shall fail to have closed\na Qualified Public Offering on or before June 1, 2000, then the Series A\nConversion Price shall be adjusted by multiplying the Series A Conversion Price\nthen in effect by ninety percent (90%).\n\n     (iii)  In case at any time the Corporation shall in any manner grant\n(whether directly or by assumption in a merger or otherwise) any warrants or\nother rights to subscribe for or to purchase, or any options for the purchase\nof, Common Stock or any stock or security convertible into or exchangeable for\nCommon Stock (such warrants, rights or options herein called 'Options' and such\nconvertible or exchangeable stock or securities being called 'Convertible\nSecurities') whether or not such Options or the right to convert or exchange any\nsuch Convertible Securities are immediately exercisable, and the price per share\nfor which Common Stock is issuable upon the exercise of such Options or upon the\nconversion or exchange of such Convertible Securities (determined by dividing\n(A) the total amount, if any, received or receivable by the Corporation as\nconsideration for the granting of such Options, plus the minimum aggregate\namount of additional consideration payable to the Corporation upon the exercise\nof all such Options, plus, in the case such Options which relate to Convertible\nSecurities, the minimum aggregate amount of additional consideration, if any,\npayable upon the issue or sale of such Convertible Securities and upon the\nconversion or exchange thereof, by (B) the total maximum number of shares of\nCommon Stock issuable upon the exercise of such Options or upon the conversion\nor exchange of all such Convertible Securities issuable upon the exercise of\nsuch Options) shall be less than the Series A or Series B Conversion Price, as\napplicable, in effect immediately prior to the time of the granting of such\nOptions, then the total maximum number of shares of Common Stock issuable upon\nthe exercise of such Options or upon conversion or exchange of the total maximum\namount of such Convertible Securities issuable upon the exercise of such Options\nshall be deemed to have been issued for such price per share as of the date of\ngranting of such Options or the issuance of such Convertible Securities and\nthereafter shall be deemed to be outstanding. Except as otherwise provided in\nsubsection C.3(g)(vii), no adjustment of the Series A or Series B Conversion\nPrice, as applicable, shall be made upon the actual issue of such Common Stock\nor of such Convertible Securities upon exercise of such Options or upon the\nactual issue of such Common Stock upon conversion or exchange of such\nConvertible Securities.\n\n     (iv)   In case the Corporation shall in any manner issue (whether directly\nor by assumption in a merger or otherwise) or sell any Convertible Securities,\nwhether or not the rights to exchange or convert any such Convertible Securities\nare immediately exercisable, and the price per share for which Common Stock is\nissuable upon such conversion or exchange (determined by dividing (A) the total\namount received or\n\n                                      -6-\n\n \nreceivable by the Corporation as consideration for the issue or sale of such\nConvertible Securities, plus the minimum aggregate amount of additional\nconsideration, if any, payable to the Corporation upon the conversion or\nexchange thereof, by (B) the total maximum number of shares of Common Stock\nissuable upon the conversion or exchange of all such Convertible Securities)\nshall be less than the Series A or Series B Conversion Price, as applicable, in\neffect immediately prior to the time of such issue or sale, then the total\nmaximum number of shares of Common Stock issuable upon conversion or exchange of\nall such Convertible Securities shall be deemed to have been issued for such\nprice per share as of the date of the issue or sale of such Convertible\nSecurities and thereafter shall be deemed to be outstanding, provided that (1)\nexcept as otherwise provided in subsection C.3(g)(v), no adjustment of the\nSeries A or Series B Conversion Price, as applicable, shall be made upon the\nactual issue of such Common Stock upon conversion or exchange of such\nConvertible Securities and (2) if any such issue or sale of such Convertible\nSecurities is made upon exercise of any Options to purchase any such Convertible\nSecurities for which adjustments of the Conversion Price have been or are to be\nmade pursuant to other provisions of this subsection C.3(g), no further\nadjustment of the Series A or Series B Conversion Price, as applicable, shall be\nmade by reason of such issue or sale.\n\n     (v)  Upon the happening of any of the following events, namely, if the\npurchase price provided for in any Option referred to in subsection C.3(g)(iii),\nthe additional consideration, if any, payable upon the conversion or exchange of\nany Convertible Securities referred to in subsection C.3(g)(iii) or 3(g)(iv), or\nthe rate at which Convertible Securities referred to in subsection C.3(g)(iii)\nor 3(g)(iv) are convertible into or exchangeable for Common Stock shall change\nat any time (including, but not limited to, changes under or by reason of\nprovisions designed to protect against dilution), the Series A or Series B\nConversion Price, as applicable, in effect at the time of such event shall\nforthwith be readjusted to the Series A or Series B Conversion Price, as\napplicable, which would have been in effect at such time had such Options or\nConvertible Securities still outstanding provided for such changed purchase\nprice, additional consideration or conversion rate, as the case may be, at the\ntime initially granted, issued or sold, provided that no adjustment shall be\nmade to the Series A or Series B Conversion Price, as applicable, pursuant to\nthis Section C.3(g) that would increase the Series A or Series B Conversion\nPrice, as applicable, above the Series A or Series B Conversion Price, as\napplicable, in effect immediately prior to the issuance of such Option or\nConvertible Security; and on the expiration or termination of any such Option or\nthe termination of any such right to convert or exchange such Convertible\nSecurities, the Series A or Series B Conversion Price, as applicable, then in\neffect hereunder shall forthwith be increased to the Series A or Series B\nConversion Price, as applicable, which would have been in effect at the time of\nsuch expiration or termination had such Option or Convertible Securities, to the\nextent outstanding immediately prior to such expiration or termination, never\nbeen issued.\n\n     (vi) In case the Corporation shall declare a dividend or make any other\ndistribution upon any stock of the Corporation payable in Common Stock (except\nfor dividends or distributions upon the Common Stock payable solely in shares of\nCommon Stock), Options or Convertible Securities, any Common Stock, Options or\nConvertible\n\n                                      -7-\n\n \nSecurities, as the case may be, issuable in payment of such dividend or\ndistribution shall be deemed to have been issued or sold without consideration.\n\n     (vii)  In the event the Corporation shall make or issue, or fix a record\ndate for the determination of holders of Common Stock entitled to receive, a\ndividend or other distribution payable in securities of the Corporation, then\nand in each such event lawful and adequate provision shall be made so that the\nholders of Series A or Series B Preferred Stock shall receive upon conversion\nthereof in addition to the number of shares of Common Stock receivable\nthereupon, the number of securities of the Corporation which they would have\nreceived had their Series A or Series B Preferred Stock been converted into\nCommon Stock on the date of such event and had they thereafter, during the\nperiod from the date of such event to and including the Series A or Series B\nConversion Date, as applicable, retained such securities receivable by them as\naforesaid during such period, giving application to all adjustments called for\nduring such period under this Section C.3 with respect to the rights of the\nholders of the Series A or Series B Preferred Stock, as applicable.\n\n     (viii) In case any shares of Common Stock, Options or Convertible\nSecurities shall be issued or sold for cash, the consideration received therefor\nshall be deemed to be the amount received by the Corporation therefor, without\ndeduction therefrom of any expenses incurred or any underwriting commissions or\nconcessions paid or allowed by the Corporation in connection therewith. In case\nany shares of Common Stock, Options or Convertible Securities shall be issued or\nsold for a consideration other than cash, the amount of the consideration other\nthan cash received by the Corporation shall be deemed to be the fair value of\nsuch consideration as determined in good faith by the Board of Directors of the\nCorporation, without deduction of any expenses incurred or any underwriting\ncommissions or concessions paid or allowed by the Corporation in connection\ntherewith. In case any Options shall be issued in connection with the issue and\nsale of other securities of the Corporation, together comprising one integral\ntransaction in which no specific consideration is allocated to such Options by\nthe parties thereto, such Options shall be deemed to have been issued for such\nconsideration of $0.01.\n\n     (ix)   In case the Corporation shall take a record of the holders of its\nCommon Stock for the purpose of entitling them (A) to receive a dividend or\nother distribution payable in Common Stock, Options or Convertible Securities or\n(B) to subscribe for or purchase Common Stock, Options or Convertible\nSecurities, then such record date shall be deemed to be the date of the issue or\nsale of the shares of Common Stock deemed to have been issued or sold upon the\ndeclaration of such dividend or the making of such other distribution or the\ndate of the granting, of such right of subscription or purchase, as the case may\nbe.\n\n     (x)    The number of shares of Common Stock outstanding at any given time\nshall not include any shares owned or held by or for the account of the\nCorporation (or any Subsidiary), and the disposition of any shares of Common\nStock so owned shall be considered an issue or sale of Common Stock for the\npurpose of this subsection 3(g).\n\n                                      -8-\n\n \n     (h)  In case the Corporation shall at any time subdivide (by a stock split,\ndividend or otherwise) its outstanding shares of Common Stock into a greater\nnumber of shares, the Series A and Series B Conversion Price in effect\nimmediately prior to such subdivision shall be proportionately reduced, and\nconversely, in case the outstanding shares of Common Stock shall be combined\ninto a smaller number of shares, the Series A and Series B Conversion Price, as\napplicable, in effect immediately prior to such combination shall be\nproportionately increased.\n\n     (i)  Except for an event which the holders of the Series A or Series B\nPreferred Stock elect to treat as a Liquidation in accordance with the\nprovisions of Section C.4, if any capital reorganization or reclassification of\nthe capital stock of the Corporation, or a merger or consolidation of the\nCorporation with or into another Corporation or the sale of all or substantially\nall of the Corporation's properties and assets to any other person shall be\neffected in such a way that holders of Common Stock shall be entitled to receive\nstock, securities or assets with respect to or in exchange for Common Stock,\nthen, as a condition of such reorganization, reclassification, merger or\nconsolidation or sale, lawful and adequate provisions shall be made whereby each\nholder of a share or shares of Series A or Series B Preferred Stock shall\nthereupon have the right to receive, upon the basis and upon the terms and\nconditions specified herein and in lieu of the shares of Common Stock\nimmediately theretofore receivable upon the conversion of such share or shares\nof Series A or Series B Preferred Stock, such shares of stock, securities or\nassets as may be issued or payable with respect to or in exchange for a number\nof outstanding shares of such Common Stock equal to the number of shares of such\nCommon Stock immediately theretofore receivable upon such conversion had such\nreorganization, reclassification, merger or consolidation or sale not taken\nplace, and in any such case appropriate provisions shall be made with respect to\nthe rights and interests of such holder to the end that the provisions hereof\n(including without limitation provisions for adjustments of the Series A or\nSeries B Conversion Price, as applicable) shall thereafter be applicable, as\nnearly as may be, in relation to any shares of stock, securities or assets\nthereafter deliverable upon the exercise of such conversion rights.\n\n     (j)  No adjustment in the Series A or Series B Conversion Price need be\nmade until all cumulative adjustments amount to one percent (1%) or more of the\nSeries A or Series B Conversion Price as last adjusted. Any adjustments that are\nnot made shall be carried forward and taken into account in any subsequent\nadjustment. All calculations under this Section C.3 shall be made to the nearest\n1\/10,000th of a cent or to the nearest 1\/10,000th of a share, as the case may\nbe. No adjustment in the Series A or Series B Conversion Price shall reduce the\nSeries A or Series B Conversion Price below the then par value of the Common\nStock.\n\n     (k)  As used in this Section C.3, the term 'Common Stock' shall mean and\ninclude the Corporation's authorized Common Stock, $0.01 par value per share, as\nconstituted on the date of filing of these Amended and Restated Articles of\nIncorporation, and shall also include any capital stock of any class of the\nCorporation thereafter authorized which shall not be limited to a fixed sum or\npercentage of par value in respect of the rights of the holders thereof to\nparticipate in dividends or in the distribution of assets upon the voluntary or\ninvoluntary liquidation, dissolution or winding upon of the Corporation,\nprovided that the shares of Common Stock receivable upon conversion of shares of\nSeries A or Series B Preferred Stock shall include only shares designated as\nCommon Stock of the Corporation on the date of filing of this instrument, \n\n                                      -9-\n\n \nor in case of any reorganization or reclassification of the outstanding shares\nthereof, the stock, securities or assets provided for in Section C.3(i).\n\n     (l)  Whenever the Series A or Series B Conversion Price is adjusted, the\nCorporation shall promptly mail to holders of Series A or Series B Preferred\nStock, as applicable, first class, postage prepaid, a notice of the adjustment.\nThe Corporation shall file with the transfer agent for the Series A and Series B\nPreferred Stock, if any (and make available to holders of Series A or Series B\nPreferred Stock upon request), a certificate from the Corporation's independent\npublic accountants briefly stating the facts requiring the adjustment and the\nmanner of computing it.\n\n     (m)  In case at any time (i) the Corporation shall declare any dividend\nupon its Common Stock payable in cash or stock or make any other distribution to\nthe holders of its Common Stock, (ii) the Corporation shall offer for\nsubscription pro rata to the holders of its Common Stock any additional shares\nof stock of any class or other rights, (iii) there shall be any capital\nreorganization or reclassification of the capital stock of Corporation, or a\nconsolidation or merger of the Corporation with or into, or a sale of all or\nsubstantially all its assets to, another entity or entities or (iv) there shall\nbe a voluntary or involuntary dissolution, liquidation or winding up of the\nCorporation, then, in any one or more of said cases, the Corporation shall give,\nby first class mail, postage prepaid, or by facsimile, addressed to each holder\nof any shares of Series A or Series B Preferred Stock at the address of such\nholder as shown on the books of the Corporation, (A) at least twenty (20) days\nprior written notice of the date on which the books of the Corporation shall\nclose or a record shall be taken for such dividend, distribution or subscription\nrights or for determining rights to vote in respect of any such reorganization,\nreclassification, consolidation, merger, sale, dissolution, liquidation or\nwinding up and (B) in the case of any such reorganization, reclassification,\nconsolidation, merger, sale, dissolution, liquidation or winding up, at least\ntwenty (20) days prior written notice of the date when the same shall take\nplace. Such notice in accordance with the foregoing clause (A) shall also\nspecify, in the case of any such dividend, distribution or subscription rights,\nthe date on which the holders of Common Stock shall be entitled thereto and such\nnotice in accordance with the foregoing clause (B) shall also specify the date\nor projected date on which the holders of Common Stock shall be entitled to\nexchange their Common Stock for securities or other property deliverable upon\nsuch reorganization, reclassification, consolidation, merger, sale, dissolution,\nliquidation or winding up, as the case may be.\n\n     (n)  The Corporation will at no time close its transfer books against the\ntransfer of any Series A or Series B Preferred Stock or of any shares of Common\nStock issued or issuable upon the conversion of any shares of Series A or Series\nB Preferred Stock in any manner which interferes with the timely conversion of\nsuch Series A or Series B Preferred Stock, except as may otherwise be required\nto comply with applicable securities laws.\n\n     4.   Liquidation Rights.  Upon any voluntary or involuntary liquidation,\n          ------------------                                                 \ndissolution or winding up of the Corporation resulting in a distribution of\nassets to the holders of any class or series of the Corporation's capital stock\n(each such event, a 'Liquidation'), each holder of shares of Series A or Series\nB Preferred Stock will be entitled to payment out of the assets of the\nCorporation available for distribution of an amount equal to the following\nbefore any distribution is made on any Junior Securities, including, without\nlimitation, Common Stock of the Corporation:\n\n                                      -10-\n\n \n     (a)  If the amount to be received by the holders of the Corporation's\nSeries A and Series B Preferred Stock in a Liquidation is less than or equal to\ntwo (2) times the sum of the Series A and Series B Liquidation Preference, then\neach holder of shares of the Series A or Series B Preferred Stock will receive\n(i) the Series A or Series B Liquidation Preference per share of Series A or\nSeries B Preferred Stock, as applicable, held by such holder, plus accrued and\nunpaid dividends, to the date fixed for such Liquidation plus (ii) the amount of\nthe remaining assets of the Corporation, after payment of the Series A or Series\nB Liquidation Preference, as applicable, to all outstanding shares of Series A\nor Series B Preferred Stock as required by clause (i), that the holder of one\nshare of Series A or Series B Preferred Stock would receive (the 'Liquidation\nParticipation'), on an as-converted basis into Common Stock as if such Series A\nor Series B Preferred Stock had been converted to Common Stock immediately prior\nto such Liquidation; or\n\n     (b)  If the amount to be received by the holders of the Corporation's\ncapital stock in a Liquidation that would have been received by the holders of\nSeries A and Series B Preferred Stock under Section C.4(a) above, exceeds two\n(2) times the sum of the Series A and Series B Liquidation Preference, then the\nholders of shares of the Series A or Series B Preferred Stock, as applicable,\nshall receive upon Liquidation an amount equal to the greater of (i) two (2)\ntimes the aggregate Series A or Series B Liquidation Preference, as applicable,\nbased on the number of shares of Series A and\/or Series B Preferred Stock then\nheld by such holder or (ii) the amount that the Series A or Series B Preferred\nStock would receive, on an as-converted basis into Common Stock as if such\nshares of Series A or Series B Preferred Stock had been converted to Common\nStock immediately prior to such Liquidation determined without regard to any\nSeries A or Series B Liquidation Preference.\n\n     (c)  If, upon any Liquidation, the amounts payable with respect to the\nPreferred Stock and all other Parity Securities are not paid in full, the\nholders of the Series A and Series B Preferred Stock and the Parity Securities\nwill share equally and ratably in any distribution of assets of the Corporation\nin proportion to the full liquidation preference and accumulated and unpaid\ndividends, to which each is entitled. For the purposes of this Section C.4,\nholders of a majority of the Series A Preferred Stock or holders of a majority\nof the Series B Preferred Stock may designate that a consolidation or merger of\nthe Corporation (other than a merger (i) in which the Corporation is the\nsurviving entity, (ii) which involves only a change in the Corporation's state\nof incorporation, or (iii) with a wholly owned Subsidiary of the Corporation) or\nthe sale of all or substantially all of the Corporation's assets shall be deemed\nto be a Liquidation with respect to the Series A or Series B Preferred Stock\n(each such event, an 'Organic Change'), if (i) the amount of consideration\n(including the fair market value of any non-cash consideration) received would\nbe less than the aggregate Series A and Series B Liquidation Preference, or (ii)\nsuch consideration consists solely or in part of securities that are not readily\nmarketable on a national exchange or on the Nasdaq National Market. In the event\nthat the holders of Series A or Series B Preferred Stock shall deem any\ntransaction to be a 'Liquidation' in accordance with this Section C.4, the\nholders of any such series of Series A or Series B Preferred Stock shall be\nentitled to payment of the amount set forth in Sections C.4(a) or C.4(b) above,\nas applicable. To the extent any consideration consists of non-cash items, the\nconsideration shall be the fair market value of such consideration determined\nbetween a willing buyer and a willing seller (the 'Consideration Value'), using\nthe Evaluation Procedure.\n\n                                      -11-\n\n \n     5.   Voting Rights.\n          ------------- \n\n     (a)  The holders of the Series A and Series B Preferred Stock shall have\nthe right to vote, together with the holders of all the outstanding shares of\nCommon Stock and not by classes, except as otherwise set forth herein or\nrequired by Nevada law, on all matters on which holders of Common Stock are\nentitled to vote. Each holder of Series A or Series B Preferred Stock shall have\nthe right to cast one vote for each whole share of Common Stock which would be\nissued to such holder upon conversion of such holder's shares of Series A or\nSeries B Preferred Stock, assuming that such conversion were to occur on the\ndate immediately prior to the record date for the determination of stockholders\nentitled to vote.\n\n     (b)  Directors.\n          --------- \n\n          (i)    Election of Directors.  With respect to the election of members\n                 ---------------------\n     of the Board of Directors of the Corporation, so long as at least fifty\n     percent (50%) of the authorized shares of Series A Preferred Stock shall\n     remain outstanding, (A) the holders of Series A Preferred Stock, voting as\n     a separate class, shall have the right to elect two (2) members of the\n     Board of Directors (the 'Series A Directors'); and (B) all remaining\n     member(s) of the Board of Directors shall be elected by the holders of a\n     majority of the Common Stock, Series A Preferred Stock and Series B\n     Preferred Stock, voting together as a single class on an as-converted basis\n     (the 'Joint Director(s)').\n\n          (ii)   Removal of Directors.  A Series A Director may be removed \n                 --------------------\n     from the Board of Directors, either with or without cause, only by the\n     affirmative vote of the holders of two-thirds (2\/3) of the outstanding\n     Series A Preferred Stock, voting as a single class.\n\n          (iii)  Vacancy.  If a vacancy on the Board of Directors is to be \n                 -------\n     filled by the Board of Directors, only a director or directors elected by\n     the same class of stockholders as those who would be entitled to vote to\n     fill such vacancy, if any, shall vote to fill such vacancy. If there are no\n     such directors, such vacancy shall be filled by the affirmative vote of the\n     holders of a majority of the shares of that class.\n\n     (c)  The Corporation shall not, without the affirmative vote or consent of\nthe holders of at least a majority of the outstanding shares of Series A and\nSeries B Preferred Stock then outstanding voting or consenting as the case may\nbe, as separate classes:\n\n          (i)    authorize, create (by way of reclassification or otherwise) or\n     issue any Senior Securities or Parity Securities or any obligation or\n     security convertible or exchangeable into or evidencing the right to\n     purchase, shares of any class or series of Senior Securities or Parity\n     Securities;\n\n          (ii)   authorize the issuance of any additional shares of Series A or\n     Series B Preferred Stock;\n\n          (iii)  waive compliance with any provision of these Articles of\n     Incorporation; provided, however, that a waiver of the provisions in\n     Sections C.3(g)(i) and C.3(g)(ii)\n\n                                      -12-\n\n \n     shall only require the consent of a majority of the outstanding shares of\n     the Series A Preferred Stock;\n\n          (iv)   declare or pay any dividend or distribution on any capital\n     stock (except for the Preferred Stock, Senior Securities or Parity\n     Securities, as approved pursuant to (i) above); or\n\n          (v)    authorize any Liquidation or Organic Change, unless such event\n     would generate a distribution to each holder of one share of Preferred\n     Stock of an amount greater than or equal to three (3) times the Series A or\n     Series B Liquidation Preference, as applicable, of such share. The voting\n     rights contained in this subsection 5(c)(v) shall terminate upon a Public\n     Offering if the underwriters of such Public Offering, in their sole\n     judgment, advise the Corporation that, in their opinion, the above\n     provision will adversely affect the price or distribution of any equity\n     security to be offered.\n\n     (d)  So long as any shares of Series A and Series B Preferred Stock remain\noutstanding, the Corporation shall not, without first obtaining the approval by\nvote or written consent, in the manner provided by law, of at least a majority\nof the holders of the shares of Series A and Series B Preferred Stock\noutstanding, as applicable, voting as separate classes increase or decrease the\nauthorized number of shares of such series of Preferred Stock.\n\n     (e)  The provisions of Section C.5(c) shall terminate after more than fifty\npercent (50%) of each of the Series A and Series B Preferred Stock has been\nconverted to Common Stock pursuant to the terms hereunder. The provisions of\nSection C.5(d) shall terminate with respect to the Series A and Series B\nPreferred Stock after more than fifty percent (50%) of such series has been\nconverted to Common Stock pursuant to the terms hereunder.\n\n     6.   Redemption.\n          ---------- \n\n     (a)  Commencing at any time on or after June 1, 2003, at the option and\nwritten election of the holders of a majority of the outstanding shares of the\nSeries A Preferred Stock, the Corporation shall, subject to applicable law,\nredeem all of the outstanding shares of Series A Preferred Stock, at the price\nand upon the terms stated in this Section C.6.\n\n     (b)  Commencing at any time on or after June 1, 2003, at the option and\nwritten election of the holders of a majority of the outstanding shares of the\nSeries B Preferred Stock, the Corporation shall, subject to applicable law,\nredeem all of the outstanding shares of Series B Preferred Stock, at the price\nand upon the terms stated in this Section C.6.\n\n     (c)  The Corporation shall redeem the Series A or Series B Preferred Stock,\nas applicable, on the Redemption Date (as such term is defined below) at a\nredemption price per share equal to the greater of (i) the Series A or Series B\nLiquidation Preference, as applicable, plus an amount equal to any unpaid\ndividends thereon and (ii) the Market Value (as defined below) of the Series A\nor Series B Preferred Stock, as applicable, on an as converted basis. The total\nsum payable per share of Series A or Series B Preferred Stock, as applicable, on\nthe Redemption Date is hereinafter referred to as the 'Redemption Payment.' The\nMarket Value shall be the fair market value of the Series A or Series B\nPreferred Stock, as applicable (on an as \n\n                                      -13-\n\n \nconverted basis) determined between a willing buyer and a willing seller, using\nthe Evaluation Procedure.\n\n     (d)  On and after any Redemption Date, all rights of any holder of Series A\nor Series B Preferred Stock, except the rights to receive the Redemption Price\nper share of Series A or Series B Preferred Stock as hereinafter provided, shall\ncease and terminate, and such shares of Series A or Series B Preferred Stock\nshall no longer be deemed to be outstanding, whether or not the certificates\nrepresenting such shares have been received by the Corporation; provided,\nhowever, that, notwithstanding anything to the contrary set forth herein, (i) if\nthe Corporation defaults in the payment of the Redemption Payment, the rights of\nthe holders of Series A or Series B Preferred Stock with respect to such shares\nof Series A or Series B Preferred Stock shall continue until the Corporation\ncures such default, and (ii) without limiting any other rights of such holders,\nupon the occurrence of (A) a subsequent Liquidation or (B) an Organic Change,\nwith respect to the shares of Series A or Series B Preferred Stock in respect of\nwhich no Redemption Payment has been received by a holder of Series A or Series\nB Preferred Stock where the Corporation had been required to make the payment,\nsuch holder shall be accorded the rights and benefits set forth in Section C.4\nhereof in respect of such shares, as if no prior redemption request had been\nmade.\n\n     (e)  Within five (5) Business Days of receipt of a redemption request, the\nCorporation shall notify in writing, all other holders of Series A or Series B\nPreferred Stock, of the request for the redemption of Series A or Series B\nPreferred Stock (the 'Corporation Notice'). On the 115th day following the date\nupon which the Corporation shall have sent the Corporation Notice, the\nCorporation shall pay each holder of Series A or Series B Preferred Stock, as\napplicable, the applicable Redemption Price, provided that the Corporation or\nits transfer agent has received the certificates representing the shares of\nSeries A or Series B Preferred Stock, as applicable, to be redeemed. Such\npayment date shall be referred to herein as a 'Redemption Date.' The Corporation\nshall redeem the shares of Series A or Series B Preferred Stock being redeemed\nby each holder on the Redemption Date and the Corporation shall promptly advise\neach such holder of such Redemption Date. Upon redemption of only a portion of\nthe number of shares covered by a Series A or Series B Preferred Stock\ncertificate, the Corporation shall issue and deliver to or upon the written\norder of the holder of such Series A or Series B Preferred Stock certificate, at\nthe expense of the Corporation, a new certificate covering the number of shares\nof Series A or Series B Preferred Stock representing the unredeemed portion of\nsuch Series A or Series B Preferred Stock certificate, which new certificate\nshall entitle the holder thereof to all the rights, powers, and privileges of a\nholder of such shares of Series A or Series B Preferred Stock.\n\n     7.   Amendment.  These Amended and Restated Articles of Incorporation \n          ---------\nshall not be amended, either directly or indirectly, or through merger or\nconsolidation with another entity, in any manner that would alter or change the\npowers, preferences or special rights of the Series A or Series B Preferred\nStock, as applicable, so as to affect them adversely without the affirmative\nvote of the holders of a majority or more of the outstanding shares of Series A\nor Series B Preferred Stock, voting separately as a class; provided, however,\nthat an amendment of the provisions of Sections C.3(g)(i) and C.3(g)(ii) shall\nonly require the consent of a majority of the outstanding shares of Series A\nPreferred Stock.\n\n                                      -14-\n\n \n     8.   Headings of Subdivisions.  The headings of the various subdivisions \n          ------------------------\nhereof are for convenience of reference only and shall not affect the\ninterpretation of any of the provisions hereof.\n\n     9.   Severability of Provisions.  If any voting powers, preferences and \n          --------------------------\nrelative, participating, optional and other special rights of the Series A or\nSeries B Preferred Stock and qualifications, limitations and restrictions\nthereof set forth herein is invalid, unlawful or incapable of being enforced by\nreason of any rule of law or public policy, all other voting powers, preferences\nand relative, participating, optional and other special rights of Series A or\nSeries B Preferred Stock and qualifications, limitations and restrictions\nthereof set forth herein which can be given effect without the invalid, unlawful\nor unenforceable voting powers, preferences and relative, participating,\noptional and other special rights of Series A or Series B Preferred Stock and\nqualifications, limitations and restrictions, thereof shall, nevertheless,\nremain in full force and effect, and no voting powers, preferences and relative,\nparticipating, optional or other special rights of Preferred Stock and\nqualifications, limitations and restrictions thereof herein set forth shall be\ndeemed dependent upon any other such voting powers, preferences and relative,\nparticipating, optional or other special rights of Preferred Stock and\nqualifications limitations and restrictions unless so expressed herein.\n\n     10.  Reissuance of Series A or Series B Preferred Stock.  Shares of \n          --------------------------------------------------\nSeries A or Series B Preferred Stock that have been issued and reacquired in any\nmanner, including shares purchased or redeemed or exchanged or converted, shall\n(upon compliance with any applicable provisions of the laws of Nevada) have the\nstatus of authorized but unissued shares of preferred stock of the Corporation\nundesignated as to series and may be designated or redesignated and issued or\nreissued, as the case may be, as part of any series or preferred stock of the\nCorporation, provided that any issuance of such shares as Series A or Series B\nPreferred Stock must be in compliance with the terms hereof.\n\n     11.  Mutilated or Missing Series A or Series B Preferred Stock \n          ---------------------------------------------------------\nCertificates. If any of the Series A or Series B Preferred Stock certificates \n------------\nshall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in\nexchange and in substitution for and upon cancellation of the mutilated Series A\nor Series B Preferred Stock certificate, or in lieu of and in substitution for\nthe Series A or Series B Preferred Stock certificate lost, stolen or destroyed,\na new Preferred Stock certificate of like tenor and representing an equivalent\namount of shares of Series A or Series B Preferred Stock, but only upon receipt\nof evidence of such loss, theft or destruction of such Series A or Series B\nPreferred Stock certificate and indemnity, if requested, satisfactory to the\nCorporation and the transfer agent (if other than the Corporation).\n\n     12.  Certain Definitions.  As used in these Amended and Restated Articles \n          -------------------\nof Incorporation, the following terms shall have the following meanings (with\nterms defined in the singular having comparable meanings when used in the plural\nand vice versa), unless the context otherwise requires:\n\n     'Affiliates' shall have the meaning ascribed to such term in the Securities\nPurchase Agreement among the Corporation and the initial purchasers of the\nSeries A Preferred Stock dated as of June 1, 1998.\n\n                                      -15-\n\n \n     'Business Day' means any day except a Saturday, a Sunday, or any day on\nwhich banking institutions in New York, New York are required or authorized by\nlaw or other governmental action to be closed.\n\n     'Commission' means the Securities and Exchange Commission.\n\n     'Common Stock' means the Common Stock, par value $.01 per share, of the\nCorporation.\n\n     'Series A Conversion Price' and 'Series B Conversion Price' shall initially\nequal the Series A or Series B Liquidation Preference, as applicable, and\nthereafter shall be subject to adjustment from time to time pursuant to the\nterms of Section C.3 hereof.\n\n     'Evaluation Procedure' shall have the following meaning.  If after good\nfaith negotiations the Corporation and the holders of a majority of the\noutstanding shares of the Preferred Stock are unable to agree on (a) the\nConsideration Value of non-cash consideration or (b) the Market Value of the\nPreferred Stock (on an as-converted basis) within ten (10) days, the\nConsideration Value or the Market Value shall be determined by an independent\nappraiser reasonably acceptable to the Corporation and the holders of a majority\nof the Series A and Series B Preferred Stock.  If the Corporation and the\nholders of a majority of the Series A and Series B Preferred Stock are unable to\nagree on an appraiser within ten (10) days, each of the Corporation and the\nholders of a majority of the Series A and Series B Preferred Stock shall\npromptly select an independent appraiser and the two appraisers so selected\nshall promptly select a third appraiser to determine the Consideration Value or\nthe Market Value.  The expenses of the appraisers will be borne by the\nCorporation and the determination of such appraiser will be binding and final\nupon all parties.\n\n     'Exchange Act' means the Securities Exchange Act of 1934, as amended.\n\n     'Market Average Price' means the volume-weighted average sales price per\nshare of Common Stock as reported by Bloomberg Information Systems, Inc. during\neither (a) a period of twenty (20) days consisting of the day on which the\nCorporation consummates a Public Offering and the nineteen (19) consecutive\nBusiness Days subsequent to such day or (b) any period of sixty (60) consecutive\nBusiness Days after the expiration of such initial twenty (20) day period, but\nonly if the average daily trading volume over such sixty (60) Business Day\nperiod exceeds three percent (3%) of the outstanding shares of Common Stock of\nthe Corporation that are registered, issued and eligible for trading.  If at any\ntime shares of the Common Stock are not listed on any securities exchange or\nquoted in the Nasdaq System or the over-the-counter market, the 'Market Average\nPrice' shall be the fair value thereof determined by an investment bank mutually\nagreed between the Corporation and the holders of a majority of the Series A and\nSeries B Preferred Stock.  If such parties are unable to reach agreement within\na reasonable period of time, each such party will choose and bear the expense of\nan investment bank to value the shares of Common Stock and the average of the\ntwo valuations shall be the value.\n\n     'Public Offering' means an underwritten public offering, of shares of\nCommon Stock pursuant to an effective registration statement under the\nSecurities Act of 1933, as then in effect or any comparable statement under any\nsimilar federal statute then in force or effect.\n\n                                      -16-\n\n \n     'Qualified Public Offering' shall mean one or more Public Offerings in\nwhich (a) the cumulative gross proceeds to the Corporation are equal to or\ngreater than $25 million, (b) either the price per share paid in the Public\nOffering or the Market Average Price is greater than (i) one and one-half (1.5)\ntimes the then applicable Series A Conversion Price, if the Public Offering is\nconsummated on or before October 31, 1999, (ii) two (2) times the then\napplicable Conversion Price, if the Public Offering is consummated after October\n31, 1999 but on or before June 1, 2000 date hereof or (iii) two and one-half\n(2.5) times the then applicable Series A Conversion Price, if the Public\nOffering is consummated after June 1, 2000, and (c) either the price per share\npaid in the Public Offering or the Market Average Price multiplied by the number\nof shares of Common Stock outstanding is greater than $100 million.\n\n     'Subsidiary' of any Person means (a) any corporation, association or\nbusiness entity of which more than fifty percent (50%) of the total voting power\nof shares of capital stock entitled (without regard to the occurrence of any\ncontingency) to vote in the election of directors, managers, or trustees thereof\nis at the time owned or controlled, directly or indirectly, by such Person or\none or more of the other Subsidiaries of such Person or a combination thereof\nand (b) any partnership (i) the sole general partner or the manager general\npartner of which is such Person or a Subsidiary of such Person or (ii) the only\ngeneral partners of which are such Person or one or more Subsidiaries of such\nPerson or any combination thereof.\n\n     D.   Common Stock.\n\n     1.   Dividend Rights.  Subject to the prior rights of holders of all \n          ---------------\nclasses of stock at the time outstanding having prior rights as to dividends,\nthe holders of the Common Stock shall be entitled to receive, when and as\ndeclared by the Board of Directors, out of any assets of the Corporation legally\navailable therefor such dividends as may be declared from time to time by the\nBoard of Directors.\n\n     2.   Liquidation Rights.  Upon the liquidation, dissolution or winding up \n          ------------------\nof the Corporation, the assets of the corporation shall be distributed as\nprovided in Article FOURTH, Section C.4 hereof, with any remaining assets\ndistributed to holders of the Common Stock.\n\n     3.   Voting Rights.  The holder of each share of Common Stock shall have \n          -------------\nthe right to one vote, and shall be entitled to notice of any stockholders'\nmeeting in accordance with the Bylaws of this Corporation, and shall be entitled\nto vote upon such matters and in such manner as may be provided by law.\n\n     FIFTH:  In furtherance and not in limitation of the powers conferred by\nstatute, the Board of Directors shall have the power, subject to the provisions\nof Section C.5 of Article FOURTH both before and after receipt of any payment\nfor any of the Corporation's capital stock, to adopt, amend, repeal or otherwise\nalter the Bylaws of the Corporation without any action on the part of the\nstockholders; provided, however, that the grant of such power to the Board of\nDirectors shall not divest the stockholders of nor limit their power, subject to\nthe provisions of Section C.5 of Article FOURTH, to adopt, amend, repeal or\notherwise alter the Bylaws.\n\n     SIXTH:  Elections of directors need not be by written ballot unless the\nBylaws of the Corporation shall so provide.\n\n                                      -17-\n\n \n     SEVENTH: Subject to the provisions of Section C.5 and C.7 of Article\nFOURTH, the Corporation reserves the right to adopt, repeal, rescind or amend in\nany respect any provisions contained in these Amended and Restated Articles of\nIncorporation in the manner now or hereafter prescribed by applicable law, and\nall rights conferred on stockholders herein are granted subject to this\nreservation; provided, however, that the grant of such power to the Board of\nDirectors shall not divest the stockholders of nor limit their power.\n\n     EIGHTH:  To the fullest extent permitted by Chapter 78 of the Nevada\nRevised Statutes as the same exists or may hereafter be amended, an officer or\ndirector of the Corporation shall not be personally liable to the Corporation or\nits stockholders for monetary damages due to breach of fiduciary duty as such\nofficer or director.\n\n     NINTH:   The Corporation is authorized to provide indemnification for\nagents for breach of duty to the Corporation and its stockholders through bylaw\nprovisions or through agreements with agents, or both, in excess of the\nindemnification otherwise permitted by law, subject to any limits on such excess\nindemnification set forth therein.\n\n     2.  The foregoing Amended and Restated Articles of Incorporation have been\nduly approved by the Board of Directors.\n\n     3.  The foregoing Amended and Restated Articles of Incorporation have been\nduly approved by the required vote of stockholders in accordance with Sections\n78.390 and 78.403 of the Nevada General Corporation Law.  The total number of\noutstanding shares of Common Stock of the Corporation is 8,000,000 of which\n7,618,588 have voted in favor of the Amended and Restated Articles of\nIncorporation.  The total number of outstanding shares of Series A Preferred\nStock of the Corporation is 2,100,000 all of which have voted in favor of the\nAmended and Restated Articles of Incorporation.  The number of shares voting in\nfavor of the Amended\n\n                                      -18-\n\n \nand Restated Articles of Incorporation equaled or exceeded the vote required.\nThe percentage vote required under the law and the Articles of Incorporation in\neffect at the time of this filing was more than 50% of the outstanding Common\nStock and 100% of the outstanding Preferred Stock, each voting separately as a\nclass.\n\n\n \n                              \/s\/ CHRISTOPHER P. CARTON\n                              _______________________________________________\n\n                              Christopher P. Carton, President\n\n\n                              \/s\/ CHRISTOPHER P. CARTON\n                              _______________________________________________\n\n                              Christopher P. Carton, Secretary\n\n\nSTATE OF NEVADA\n\nCOUNTY OF CLARK\n\n     This instrument was acknowledged before me on June 1, 1999, by Christopher\nP. Carton as President of Purchase Pro International, Inc.\n\n\n                              \/s\/ MARY ALYCE SMITH\n                              _______________________________________________  \n\n                              Notary Public\n\n                                      -19-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9575],"class_list":["post-41416","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41416","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41416"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41416"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41416"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41416"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}