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EXHIBIT A
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Article FOURTH, Part III of the Company's Restated
Certificate of Incorporation, as amended, shall be further
amended in the Amended and Restated Certificate of Incorporation
to be adopted by the Board of Directors and filed with the
Secretary of State of the State of Delaware by adding the
following provision, which will be modified to insert the date
of filing in the blank:
"4. Reverse Stock Split. Each five (5) shares of
authorized Common Stock issued and outstanding at 5:00
p.m. E.S.T. on _____, 1994 (the "Effective Time") shall
thereupon automatically be reclassified and changed
into one (1) validly issued, fully paid and
nonassessable share of Common Stock. Each holder of
record of shares of Common Stock to be so reclassified
and changed shall at the Effective Time become the
record owner of the number of shares of Common Stock as
shall result from such reclassification and change.
Each such record holder shall be entitled to receive,
upon the surrender of the certificate or certificates
representing the shares of Common Stock to be so
reclassified and changed at the office of the transfer
agent of the corporation in such form and accompanied
by such documents, if any, as may be prescribed by the
transfer agent of the corporation, a new certificate
or certificates representing the number of shares of
Common Stock of which he or she is the record owner
after giving effect to the provisions of this Article
FOURTH. The corporation shall not issue fractional
shares with respect to the reclassification and change,
and instead, in lieu of any fractional share of Common
Stock which would otherwise result, shall issue to the
holder entitled thereto one (1) whole share of Common
Stock, which share shall be validly issued, fully paid
and nonassessable."
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