multi-class


Document Classifier

Well, it works 'pretty' well for now.

load_files Loads text files with categories as subfolder names. This returns a dictionary-like object

Also shuffles the data for us :)


In [1]:
# from sklearn.datasets import fetch_20newsgroups
from sklearn.datasets import load_files

In [2]:
# categories = ['alt.atheism', 'soc.religion.christian', 'comp.graphics', 'sci.med']
# all_of_it = fetch_20newsgroups(subset='train', categories=categories, shuffle=True, random_state=42)
all_of_it = load_files("D:\kaam\AdditionalParsed", shuffle=True, random_state = None)

Dividing the training and test data into 80-20 ratio(Roughly).

And show the classes available to us


In [3]:
total = len(all_of_it.data)
num = int(0.8*total)
print("No. of Training data: " , num)
print("No. of Testing data: " , total - num)

train_data = all_of_it.data[:num]
test_data = all_of_it.data[num:]

all_of_it.target_names


No. of Training data:  1417
No. of Testing data:  355
Out[3]:
['AoI', 'MC']

Some details about the dataset


In [4]:
print(dir(all_of_it))
print(all_of_it.target_names)
# print(type(all_of_it.description))
print(len(all_of_it.data))
print(all_of_it.target[:10])


['DESCR', 'data', 'filenames', 'target', 'target_names']
['AoI', 'MC']
1772
[0 1 1 1 1 1 1 0 1 0]

How the files look like:


In [5]:
all_of_it.filenames[:5]


Out[5]:
array(['D:\\kaam\\AdditionalParsed\\AoI\\0000927356-97-000018-3.txt',
       'D:\\kaam\\AdditionalParsed\\MC\\0001193125-17-095656-2.txt',
       'D:\\kaam\\AdditionalParsed\\MC\\0001554795-17-000149-2.txt',
       'D:\\kaam\\AdditionalParsed\\MC\\0001559484-17-000004-2.txt',
       'D:\\kaam\\AdditionalParsed\\MC\\0001558370-17-002200-7.txt'], 
      dtype='<U56')

Sample document


In [6]:
print(all_of_it.data[0])


b'<FilingToolDoc root-name="Document" wk-pid="SEC-0000927356-97-000018-3"><Meta xmlns="http://www.wolterskluver.com/namespace/meta"><Extention>txt</Extention><Original-Size>158321</Original-Size><Exhibit-Name>Articles of incorporation</Exhibit-Name><Type>3</Type><Filing-Updated>2016-07-28T12:25:52.419497-05:00</Filing-Updated><Source>Filing</Source><Accession-Number>0000927356-97-000018</Accession-Number><Filing-Date>1997-01-10</Filing-Date><Form-Type>10-K</Form-Type><Form-Group>Annual &amp; Quarterly Reports</Form-Group><CIK>0000745655</CIK><Author>INTERCELL CORP</Author><Ticker-Symbol>CCTR</Ticker-Symbol><Issue-Type>COM</Issue-Type><Market>OTC</Market><Sic-Code>4813</Sic-Code><Sic-Name>Telephone Communications, Except Radiotelephone</Sic-Name><Region-Name>COLORADO</Region-Name><Incorporated-Region-Name>NEVADA</Incorporated-Region-Name><State-Of-Incorporation-Name>NEVADA</State-Of-Incorporation-Name><Silent-Update>true</Silent-Update><Filer-Type>Small Reporting Company</Filer-Type><File-Number>000-14306</File-Number><Filename>0000927356-97-000018-3.txt</Filename><DocTitle>ARTICLES OF INCORPORATION</DocTitle><Content-Type>Exhibit</Content-Type><DocumentType>Exhibit</DocumentType><Sequence>3</Sequence></Meta><DOCUMENT><TYPE>EX-3.1</TYPE><SEQUENCE>3</SEQUENCE><DESCRIPTION>ARTICLES OF INCORPORATION</DESCRIPTION></DOCUMENT><Content indexing="true" type="txt">&lt;PAGE&gt;&#13;\n &#13;\n                                                                     Exhibit 3.1&#13;\n                                                                     -----------&#13;\n                           ARTICLES OF INCORPORATION&#13;\n                                      OF&#13;\n                             INTERCELL CORPORATION&#13;\n  KNOW ALL MEN BY THESE PRESENT:  That the undersigning incorporator being a&#13;\nnatural person of the age of eighteen years or more and desiring to form a body&#13;\ncorporate under the laws of the State of Colorado does hereby sign, verify and&#13;\ndeliver in duplicate to the Secretary of State of the State of Colorado these&#13;\nArticles of Incorporation:&#13;\n                                   ARTICLE I&#13;\n                                   ---------&#13;\n                                     Name&#13;\n                                     ----&#13;\n  The name of the corporation shall be:    Intercell Corporation.&#13;\n                                  ARTICLE II&#13;\n                                  ----------&#13;\n                              Period of Duration&#13;\n                              ------------------&#13;\n  This corporation shall exist in perpetuity, from and after the date of filing&#13;\nthese Articles of Incorporation with the Secretary of State of the State of&#13;\nColorado unless dissolved according to law.&#13;\n                                  ARTICLE III&#13;\n                                  -----------&#13;\n                             Objects and Purposes&#13;\n                             --------------------&#13;\n  The objects and purposes for which the said corporation is organized and the&#13;\nnature of the business to be carried on by it are as follows:&#13;\n  1.   To engage in the communications business and to carry on any business or&#13;\nactivity related thereto.&#13;\n  2.   In general to carry on any lawful business or activity and to have and&#13;\nexercise all of the powers and rights conferred by the laws of the State of&#13;\nColorado upon corporations formed under such laws.&#13;\n                                  ARTICLE IV&#13;\n                                  ----------&#13;\n                                    Capital&#13;\n                                    -------&#13;\n  The aggregate number of shares which this corporation shall have authority to&#13;\nissue is Fifty Million (50,000,000) shares of no par value common stock, which&#13;\nshares shall be designated "Common Stock".&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n  1.   Dividends.  Dividends in cash, property or shares of the corporation may&#13;\n       ----------                                                              &#13;\nbe paid upon the Common Stock, as and when declared by the board of directors,&#13;\nout of funds of the corporation to the extent and in the manner permitted by&#13;\nlaw.&#13;\n  2.   Distribution in Liquidation.  Upon any liquidation, dissolution or&#13;\n       ----------------------------                                      &#13;\nwinding up of the corporation, and after paying or adequately providing for the&#13;\npayment of all its obligations, the remainder of the assets of the corporation&#13;\nshall be distributed, either in cash or in kind, pro rata to the holders of the&#13;\nCommon Stock.  The board of directors may, from time to time, distribute to the&#13;\nshareholders in partial liquidation, out of stated capital or capital surplus of&#13;\nthe corporation, a portion of its assets, in cash or property, in the manner&#13;\npermitted and upon compliance with limitations imposed by law.&#13;\n  3.   Voting Rights; Cumulative Voting.  Each outstanding share of Common Stock&#13;\n       ---------------------------------                                        &#13;\nshall be entitled to one vote and each fractional share of Common Stock shall be&#13;\nentitled to a corresponding fractional vote on each matter submitted to a vote&#13;\nof shareholders.  Cumulative voting shall not be allowed in the election of&#13;\ndirectors of the corporation.&#13;\n  4.   Denial of Pre-emptive Rights.  No holder of any shares of the&#13;\n       -----------------------------                                &#13;\ncorporation, whether now or hereafter authorized, shall have any pre-emptive or&#13;\npreferential right to acquire any shares or securities of the corporation,&#13;\nincluding shares or securities held in the treasury of the corporation.&#13;\n  5.   Restrictions on Transfer.  The Corporation shall have the right to impose&#13;\n       -------------------------                                                &#13;\nrestrictions on the transfer, disposition, encumbrance, or bequethal of any or&#13;\nall classes of its shares of stock.&#13;\n                                   ARTICLE V&#13;\n                                   ---------&#13;\n                Right of Directors to Contract with Corporation&#13;\n                -----------------------------------------------&#13;\n  No contract or other transaction between the corporation and one or more of&#13;\nits directors or any other corporation, firm, association, or entity in which&#13;\none or more of its directors are directors or officers or are financially&#13;\ninterested shall be either void or voidable solely because of such relationship&#13;\nor interest or solely because such directors are present at the meeting of the&#13;\nboard of directors or a committee thereof which authorizes, approves, or&#13;\nratifies such contract or transaction or solely because their votes are counted&#13;\nfor such purpose if:&#13;\n          (a) The fact of such relationship or interest is disclosed or known to&#13;\n     the board of directors or committee which authorizes, approves, or ratifies&#13;\n     the contract or transaction by a vote or consent sufficient for the purpose&#13;\n     without counting the votes or consents of such interested directors; or&#13;\n          (b) The fact of such relationship or interest is disclosed or known to&#13;\n     the shareholders entitled to vote and they authorize, approve, or ratify&#13;\n     such contract or transaction by vote or written consent; or&#13;\n          (c) The contract or transaction is fair and reasonable to the&#13;\n     corporation.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n  Common or interested directors may be counted in determining the presence of a&#13;\nquorum at a meeting of the board of directors or a committee thereof which&#13;\nauthorizes, approves, or ratifies such contract or transaction.&#13;\n                                  ARTICLE VI&#13;\n                                  ----------&#13;\n                             Corporate Opportunity&#13;\n                             ---------------------&#13;\n  The officers, directors and other members of management of this corporation&#13;\nshall be subject to the doctrine of "corporate opportunities" only insofar as it&#13;\napplies to business opportunities in which this corporation has expressed an&#13;\ninterest as determined from time to time by this corporation\'s board of&#13;\ndirectors as evidenced by resolutions appearing in the corporation\'s minutes.&#13;\nOnce such areas of interest are delineated, all such business opportunities&#13;\nwithin such areas of interest which come to the attention of this corporation&#13;\nshall be disclosed promptly to this corporation and made available to it.  The&#13;\nboard of directors may reject any business opportunity presented to it and&#13;\nthereafter any officer, director or other member of management may avail himself&#13;\nof such opportunity.  Until such item as this corporation, through its board of&#13;\ndirectors, has designated an area of interest, the officers, directors and other&#13;\nmembers of management of this corporation shall be free to engage in such areas&#13;\nof interest on their own and this doctrine shall not limit the rights of any&#13;\nofficer, director or other member of management of this corporation to continue&#13;\na business existing prior to the time that such area of interest is designated&#13;\nby the corporation.  This provision shall not be construed to release any&#13;\nemployee of this corporation (other than officer, director or member of&#13;\nmanagement) from any duties which he may have to this corporation.&#13;\n                                  ARTICLE VII&#13;\n                                  -----------&#13;\n               Indemnification of Directors, Officers and Others&#13;\n               -------------------------------------------------&#13;\n  This Corporation may indemnify each director, officer, and any employee,&#13;\nfiduciary or agent of the corporation, his heirs, executors and administrators,&#13;\nagainst expenses reasonable incurred or any amounts paid by him in connection&#13;\nwith any action, suit or proceeding to which he may be made a party by reason of&#13;\nhis being or having been a director, officer, employee, fiduciary or agent of&#13;\nthe corporation to the full extent permitted by the laws of the State of&#13;\nColorado now existing or as such laws may hereafter be amended.&#13;\n                                 ARTICLE VIII&#13;\n                                 ------------&#13;\n                              Shareholder Voting&#13;\n                              ------------------&#13;\n  A majority of the shares entitled to vote, represented in person or by proxy,&#13;\nshall constitute a quorum at a meeting of shareholders.&#13;\n  When, with respect to any action to be taken by shareholders of this&#13;\nCorporation, the laws of Colorado require the vote or concurrence of the holders&#13;\nof two-thirds of the outstanding shares, of the shares entitled to vote thereon,&#13;\nor of any class or series, such action may be taken by the vote or concurrence&#13;\nof a majority of such shares or class or series thereof.&#13;\n&lt;PAGE&gt;&#13;\n                                  ARTICLE IX&#13;\n                                  ----------&#13;\n &#13;\n                                 Severability&#13;\n                                 ------------&#13;\n  Should any clause, paragraph, line, sentence, or other part of this instrument&#13;\nbe declared invalid and ineffective, such finding shall not be deemed to affect&#13;\nthe reminder of these Articles of Incorporation so long as such remaining part&#13;\nreasonably effectuates the intent and purposes expressed herein.&#13;\n                                   ARTICLE X&#13;\n                                   ---------&#13;\n                    Registered Office and Registered Agent&#13;\n                    --------------------------------------&#13;\n  The address of the initial registered office of the corporation is P.O. Box&#13;\n1645, Pleasantview, Colorado 81331 and the name of the initial registered agent&#13;\nat such address is John Williams.  Either the registered office or the&#13;\nregistered agent may be changed in the manner permitted by law.&#13;\n                                  ARTICLE XI&#13;\n                                  ----------&#13;\n                          Initial Board of Directors&#13;\n                          --------------------------&#13;\n  The number of directors of the corporation shall be fixed by the bylaws of the&#13;\ncorporation except the initial board of directors of the corporation shall&#13;\nconsist of six directors.  The names and addresses of the persons who shall&#13;\nserve as directors until the first annual meeting of shareholders or until their&#13;\nsuccessors are elected and shall qualify are as follows:&#13;\n&lt;TABLE&gt;&#13;\n&lt;CAPTION&gt;&#13;\n &#13;\n    NAME                                              ADDRESS               &#13;\n    ----                                              -------               &#13;\n&lt;S&gt;                                            &lt;C&gt;                          &#13;\n                                                                            &#13;\nJohn Williams                                  P.O. Box 1534                &#13;\n                                               Pleasantview, CO 81331       &#13;\n                                                                            &#13;\nMichael Lancaster                              P.O. Box 1587                &#13;\n                                               Pleasantview, CO 81331       &#13;\n                                                                            &#13;\nHershel Oliver                                 20911 Highway 666            &#13;\n                                               Yellowjacket, CO 81335       &#13;\n                                                                            &#13;\nRenay Neely                                    P.O. Box 22                  &#13;\n                                               Cahone, CO 81320             &#13;\n                                                                            &#13;\nC.E. Honaker                                   27229 Highway 666            &#13;\n                                               Pleasantview, CO 81331       &#13;\n                                                                            &#13;\nLloyd Hartle                                   P.O. Box 1525                &#13;\n                                               Pleasantview, CO 81331        &#13;\n&lt;/TABLE&gt;&#13;\n&lt;PAGE&gt;&#13;\n                                  ARTICLE XII&#13;\n                                  -----------&#13;\n &#13;\n                                 Incorporator&#13;\n                                 ------------&#13;\n  The name and address of the incorporator is as follows:&#13;\n&lt;TABLE&gt; &#13;\n&lt;CAPTION&gt; &#13;\n       NAME                             ADDRESS&#13;\n       ----                             -------&#13;\n      &lt;S&gt;                       &lt;C&gt; &#13;\n       Russell C. Cline          Suite 201 - Right Bank Building&#13;\n                                 1041 Blake Street&#13;\n                                 Denver, CO 80202&#13;\n&lt;/TABLE&gt; &#13;\n  IN WITNESS WHEREOF, the above named incorporator has signed these Articles of&#13;\nIncorporation this 4th day of October, 1983.&#13;\n                                  /s/ Russel C. Cline&#13;\n                                 --------------------&#13;\n                                 Russel C. Cline&#13;\nSTATE OF COLORADO )&#13;\n                  )ss.&#13;\nCOUNTY OF DENVER  )&#13;\n  I, the undersigned, a Notary Public, hereby certify that on the 4th day of&#13;\nOctober, 1983, personally appeared before me Russell C. Cline, who being by me&#13;\nfirst duly sworn, declared that he is the person who signed the foregoing&#13;\ndocument as incorporator, that it was his free and voluntary act and deed, and&#13;\nthat the statements therein contained are true.&#13;\n  WITNESS my hand and official seal.&#13;\n  My commission expires:  January 27, 1985&#13;\n                                  /s/ Roxanne L. Owens&#13;\n                                 ---------------------&#13;\n                                 Roxanne L. Owens&#13;\n                                 Notary Public&#13;\n                                 Right Bank Building&#13;\n                                 1401 Blake St., Suite 201&#13;\n                                 Denver, Colorado 80202&#13;\n  (NOTARIAL SEAL)&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                           ARTICLES OF AMENDMENT TO&#13;\n                         THE ARTICLES OF INCORPORATION&#13;\n                                      OF&#13;\n                             INTERCELL CORPORATION&#13;\n  Pursuant to the provisions of Section 7-2-109 of the Colorado Corporation&#13;\nCode, the undersigned corporation adopts the following Articles of Amendment to&#13;\nits Articles of Incorporation:&#13;\n       FIRST:  The name of the corporation is Intercell Corporation.&#13;\n       SECOND:  The following amendment of the Articles of Incorporation was&#13;\n  adopted by the shareholders of the Corporation on March 9, 1984, in the manner&#13;\n  prescribed by the Colorado Corporation Code:&#13;\n                   Article IV is amended to read as follows:&#13;\n                                  ARTICLE IV&#13;\n                                  ----------&#13;\n                                    Capital&#13;\n                                    -------&#13;\n     The aggregate number of shares which this Corporation shall have authority&#13;\nto issue is Eighty Million (80,000,000) shares of no par value common stock,&#13;\nwhich shares shall be designated "Common Stock".&#13;\n          1.  Dividends.  Dividends in cash, property or shares of the&#13;\n              ----------                                              &#13;\n     corporation may be paid upon the Common Stock, as and when declared by the&#13;\n     board of directors, out of funds of the Corporation to the extent and in&#13;\n     the manner permitted by law.&#13;\n          2.  Distribution in Liquidation.  Upon any liquidation, dissolution or&#13;\n              ----------------------------                                      &#13;\n     winding up of the Corporation, and after paying or adequately providing for&#13;\n     the payment of all its obligations, the remainder of the assets of the&#13;\n     Corporation shall be distributed, either in cash or in kind, pro rata to&#13;\n     the holders of the Common Stock. The board of directors may, from time to&#13;\n     time, distribute to the shareholders in partial liquidation, out of stated&#13;\n     capital or capital surplus of the Corporation, a portion of its assets, in&#13;\n     cash or property, in the manner permitted and upon compliance with&#13;\n     limitations imposed by law.&#13;\n          3.  Voting Rights; Cumulative Voting.  Each outstanding share of&#13;\n              ---------------------------------                           &#13;\n     Common Stock shall be entitled to one vote and each fractional share of&#13;\n     Common Stock shall be entitled to a corresponding fractional vote on each&#13;\n     matter submitted to a&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     vote of shareholders. Cumulative voting shall not be allowed in the&#13;\n     election of directors of the Corporation.&#13;\n          4.  Denial of Pre-emptive Rights.  No holder of any shares of the&#13;\n              -----------------------------                                &#13;\n     Corporation, whether now or hereafter authorized, shall have any pre-&#13;\n     emptive or preferential right to acquire any shares or securities of the&#13;\n     Corporation, including shares or securities held in the treasury of the&#13;\n     Corporation.&#13;\n          5.  Restrictions on Transfer.  The Corporation shall have the right to&#13;\n              -------------------------                                         &#13;\n     impose restrictions on the transfer, disposition, encumbrance, or&#13;\n     bequeathal of any or all classes of its shares of stock.&#13;\n     THIRD:  The number of shares of the Corporation outstanding at the time of&#13;\nsuch adoption was 100,000 and the number of shares entitled to vote thereon was&#13;\n100,000.&#13;\n     FOURTH:  The designation and number of outstanding shares of each class&#13;\nentitled to vote thereon as a class were as follows:&#13;\n&lt;TABLE&gt; &#13;\n&lt;CAPTION&gt; &#13;\n     Class                          Number of Shares&#13;\n     -----                          ----------------&#13;\n&lt;S&gt;                                 &lt;C&gt;   &#13;\n     No par value common stock             100,000&#13;\n&lt;/TABLE&gt; &#13;\n     FIFTH:  The number of shares voted for the amendment to Article IV was&#13;\n100,000 and the number of shares voted against such amendment was 0.&#13;\n     SIXTH:  The number of shares of each class entitled to vote thereon as a&#13;\nclass voted for and against such amendment, respectively was:&#13;\n&lt;TABLE&gt; &#13;\n&lt;CAPTION&gt; &#13;\n                                              Number of Shares Voted&#13;\n     Class                                  For                  Against&#13;\n     -----                             --------------      --------------------&#13;\n&lt;S&gt;                                    &lt;C&gt;                 &lt;C&gt;         &#13;\n     No par value common stock            100,000                  -0-&#13;\n&lt;/TABLE&gt; &#13;\n     SEVENTH:  The manner, if not set forth in such amendment, in which any&#13;\nexchange, reclassification or cancellation of issued shares provided for in the&#13;\namendment shall be effected is as follows:&#13;\n                                Not Applicable.&#13;\nEIGHTH:  The manner in which such amendment effects a change in the amount of&#13;\nstated capital, and the amount of stated capital as changed by such amendment,&#13;\nis as follows:&#13;\n                                  No Change.&#13;\nDATED: March 23, 1984&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                                 INTERCELL CORPORATION&#13;\n                                 By:  /s/ William B. Fulks&#13;\n                                     ---------------------&#13;\n                                     William B. Fulks, President&#13;\n                                 By:  /s/ Karen Petit&#13;\n                                     ----------------&#13;\n                                     Karen Petit, Secretary&#13;\nSTATE OF COLORADO      )&#13;\n                       )ss.&#13;\nCOUNTY OF MONTEZUMA    )&#13;\n  Before me, Kay D. Herrmann, a Notary Public in and for said county and state,&#13;\npersonally appeared William B. Fulks and Karen Petit, who acknowledged before me&#13;\nthat he is the President and she is the Secretary, respectively, of Intercell&#13;\nCorporation, a Colorado corporation, and that they signed the foregoing Articles&#13;\nof Amendment as their free and voluntary act and deed for the uses and purposes&#13;\ntherein set forth, and that the facts contained therein are true.&#13;\n  In Witness Whereof, I have here unto set my hand and seal this 23rd day of&#13;\nMarch, 1984.&#13;\n  My Commission Expires:  8/19/87&#13;\n                                  /s/ Kay D. Herrmann&#13;\n                                 --------------------&#13;\n                                 Notary Public&#13;\n                                 Address:  14755 Highway 666&#13;\n                                         Dolores, CO 81323&#13;\n  (Notarial Seal)&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                             ARTICLES OF AMENDMENT&#13;\n                                    TO THE&#13;\n                           ARTICLES OF INCORPORATION&#13;\n                           OF INTERCELL CORPORATION&#13;\n  Pursuant to the provisions of Section 7-2-109 of the Colorado Corporation&#13;\nCode, the undersigned corporation adopts the following Articles of Amendment to&#13;\nits Articles of Incorporation as amended.&#13;\n  First:  The name of the Corporation is Intercell Corporation.&#13;\n  Second:  The following amendment of the Articles of Incorporation were adopted&#13;\nby a vote of shareholders of the Corporation on September 19, 1987 in the manner&#13;\nprescribed by the Colorado Corporation Code.&#13;\n  The Articles of Incorporation are amended by adding new Article XIII which&#13;\nshall read as follows:&#13;\n                                 ARTICLE XIII&#13;\n                       LIMITATION OF DIRECTOR LIABILITY&#13;\n    No director shall be personally liable to this Corporation or its&#13;\n  stockholders for monetary damages for any breach of fiduciary duty by such&#13;\n  director as a director.  Notwithstanding the foregoing sentence, a director&#13;\n  shall be liable to the extent provided by applicable law (i) for breach of the&#13;\n  director\'s duty of loyalty to this Corporation or its stockholders, (ii) for&#13;\n  acts or omissions not in good faith or which involve intentional misconduct or&#13;\n  a knowing violation of law, (iii) pursuant to Section 7-5-114 of the Colorado&#13;\n  Corporation Code, or (iv) for any transaction from which the director derived&#13;\n  an improper personal benefit.  No amendment to or repeal of this Article XIII&#13;\n  shall apply to or have any effect on the liability or alleged liability of any&#13;\n  director of this Corporation for or with respect to any acts or omissions of&#13;\n  such director occurring prior to such amendment or repeal.&#13;\n  Third:  The number of shares voted for the amendment were sufficient for&#13;\napproval.&#13;\n  Fourth:  The amendment does not provide for an exchange, reclassification or&#13;\ncancellation of issued shares nor does it effect a change in the amount of&#13;\nstated capital.&#13;\nDated:  December 15, 1987&#13;\n                            INTERCELL CORPORATION&#13;\n                            By  /s/ William B. Fulks&#13;\n                               ---------------------&#13;\n                                 William B. Fulks, President&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                            By  /s/ Renay Neely&#13;\n                               ----------------&#13;\n                                 Renay Neely, Secretary&#13;\nSTATE OF COLORADO      )&#13;\n                       )  SS&#13;\nCOUNTY OF MONTEZUMA    )&#13;\n  I, the undersigned, a Notary Public, hereby certify that on the 22nd day of&#13;\nSeptember 1987, personally appeared before me William B. Fulks and Renay Neely,&#13;\nPresident and Secretary respectively, who being by me first duly sworn, declared&#13;\nthat they are the persons who signed the foregoing document, that it was their&#13;\nfree and voluntary act, and deed and the statements therein contained are true.&#13;\n  WITNESS my hand and official seal.&#13;\n  My commission expires: January 15, 1989&#13;\n                                  /s/ Karen K. Petit&#13;\n                                 -------------------&#13;\n                                 Karen K. Petit, Notary Public&#13;\n                       Address:  15442 County Road "CC"&#13;\n                                 Pleasant View, CO  81331&#13;\n(N O T A R I A L  S E A L)&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                             ARTICLES OF AMENDMENT&#13;\n                                    TO THE&#13;\n                           ARTICLES OF INCORPORATION&#13;\n                           OF INTERCELL CORPORATION&#13;\n  Pursuant to the provisions of the Colorado Corporation Code, the undersigned&#13;\ncorporation adopts the following Articles of Amendment to its Articles of&#13;\nIncorporation.&#13;\n  First:  The name of the Corporation is Intercell Corporation.&#13;\n  Second:  The following amendment of the Articles of Incorporation were adopted&#13;\nby a vote of shareholders of the Corporation on December 14, 1992, as prescribed&#13;\nby the Colorado Corporation Code.&#13;\n  Third:  The manner, if not set forth in such amendment, in which any exchange,&#13;\nreclassification, or cancellation of issued shares provided for in the amendment&#13;\nshall be effected, are as follows: Not Applicable.&#13;\n  Fourth:  The manner in which such amendment effects a change in the amount of&#13;\nstated capital, and the amount of stated capital as changed by such amendment,&#13;\nare as follows: NO CHANGE.&#13;\n  Such amendment was adopted by a vote of the shareholders.  The number of&#13;\nshares voted for the amendment was sufficient for approval.&#13;\n                SEE EXHIBIT A ATTACHED HERETO AND SPECIFICALLY&#13;\n                       INCORPORATED HEREIN BY REFERENCE&#13;\n                             INTERCELL CORPORATION&#13;\n                             By  /s/ Unlegible&#13;\n                                 --------------------------&#13;\n                                     __________, President&#13;\n &#13;\n &#13;\n                             By  /s/ Laura W. Hilton&#13;\n                                 --------------------------&#13;\n                                 Laura W. Hilton, Secretary&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                                   Exhibit A&#13;\n                           ARTICLES OF AMENDMENT TO&#13;\n                         THE ARTICLES OF INCORPORATION&#13;\n                                      FOR&#13;\n                             INTERCELL CORPORATION&#13;\nThe fourth article shall be amended in its entirety to read as follows:&#13;\n  FOURTH:&#13;\n  (a)  Classes of Shares.  The outstanding proprietary interest of the&#13;\n       ------------------                                             &#13;\nCorporation is hereby reverse split on the basis of one share in exchange for&#13;\neach 150 shares now outstanding.  The proprietary interest of the Corporation&#13;\nshall thereafter be divided into two classes of stock, which are collectively&#13;\nreferred to herein as "Shares."  The first is a class of common stock, no par&#13;\nvalue per share, and the second a class of preferred stock, also no par value&#13;\nper share.  (An individual share within the respective classes of stock shall be&#13;\nreferred to appropriately as either a "Common Share" or a "Preferred Share.")&#13;\nThe Corporation has the authority to issue 100,000,000 Common Shares and&#13;\n10,000,000 Preferred Shares.  The authority of the Corporation to issue shares&#13;\nmay be limited by resolution of the board of directors of the Corporation (the&#13;\n"Board of Directors").  Shares may be issued from time to time for such&#13;\nconsideration in money or property (tangible or intangible) or labor or services&#13;\nactually performed as the Board of Directors may determine in their sole&#13;\njudgment and without the necessity of action by the holders of Shares.  Common&#13;\nShares may not be issued in series.  Shares may not be issued until paid for&#13;\nand, when issued, are nonassessable.  Fractional Shares may not be issued by the&#13;\nCorporation and, in the event fractional shares are or may become outstanding,&#13;\nthe Corporation shall redeem said shares at the then market price.&#13;\n  (b)  Preferred Shares.  The designation, preferences, relative rights, and&#13;\n       -----------------                                                    &#13;\nlimitations of Preferred Shares are as follows:&#13;\n       (i)  Issuance in Series.  The Board of Directors is authorized to act by&#13;\n            -------------------                                                &#13;\nresolution, subject to limitations prescribed by the laws of the Sate of&#13;\nColorado, the Articles of Incorporation, the Bylaws of the Corporation (the&#13;\n"Bylaws"), and previous resolutions by the Board of Directors limiting this&#13;\nauthorization, to provide for the issuance of Preferred Shares in series.  To&#13;\nexercise this authority the Board of Directors must first designate the series&#13;\nso established, and, secondly, fix and determine the relative rights,&#13;\npreferences, and limitations of the Preferred Shares in the series established&#13;\nto the extent not fixed and determined by these Articles of Incorporation.  The&#13;\nextent of this authority, with respect to each series established, is to be&#13;\ndetermined by reference to the "Colorado Corporation Code," articles 1 through&#13;\n10, inclusive, of title 7, Colorado Revised States, as amended.  Without&#13;\nlimiting the generality of the foregoing, this authority includes fixing and&#13;\ndetermining the following:&#13;\n            1.  the number of Preferred Shares which may be issued under the&#13;\nseries established, and the designation of such series;&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n            2.  the rate of dividend on Preferred Shares of that series, if any,&#13;\nthe time of payment of dividends, whether dividends shall be cumulative, and, if&#13;\ncumulative, the date from which dividends shall begin accruing;&#13;\n            3.  whether Preferred Shares of that series may be redeemed, and, if&#13;\nredeemable, the redemption price, terms, and conditions of redemption;&#13;\n            4.  whether to establish a sinking fund or make other provisions for&#13;\nthe redemption or purchase of Preferred Shares of that series;&#13;\n            5. the amount payable per Preferred Share of that series in the&#13;\nevent of the dissolution, liquidation, or winding up of the Corporation, whether&#13;\nvoluntarily or involuntarily;&#13;\n            6.  voting powers, if any, of the series; and&#13;\n            7.  whether the series shall have conversion privileges, and, if&#13;\nconvertible, the terms and conditions upon which Preferred Shares of that series&#13;\nshall be convertible, including, without limitation, the provision, if any, for&#13;\nadjustment of the conversion rate and the payment of additional amounts by&#13;\nholders of such shares upon the exercise of this privilege.&#13;\n  Irrespective of the limitations set forth in subsection (i)1. of this Section&#13;\n(b), the Board of Directors may, at any time after the number of Preferred&#13;\nShares authorized under a series has been established, authorize the issuance of&#13;\nadditional Preferred Shares of the same series or reduce the number of Preferred&#13;\nShares authorized under such series.&#13;\n  All Preferred Shares shall be identical to each other in all respects, except&#13;\nas those relative rights, preferences, and limitations established by the Board&#13;\nof Directors pursuant to its authority as determined by reference to the&#13;\nColorado Corporation Code and as established in subsections (i)1 through (i)7 ,&#13;\ninclusive, of this Section (b), as to which there may be variations between&#13;\nseries.&#13;\n  (ii)  Dividend Rights.  The holders of Preferred Shares are entitled to&#13;\n        ----------------                                                 &#13;\nreceive when, as, and if declared by the Board of Directors in its sole&#13;\ndiscretion, but only out of funds available therefor under the laws of the State&#13;\nof Colorado, cumulative, partially cumulative, and non-cumulative dividends, as&#13;\nthe case may be.  Dividends may be paid in such cash, property, or Preferred&#13;\nShares of the same series (including Preferred Share of the same series held as&#13;\ntreasury Preferred Shares) as the Board of Directors in its sole discretion may&#13;\ndetermine upon the date fixed and at the intervals determined by the Board of&#13;\nDirectors.  Dividends will accrue, if cumulative or partially cumulative,&#13;\nwhether or not earned or declared from the date or dates determined by the Board&#13;\nof Directors.  Full dividends on the Preferred Shares of all series for all past&#13;\nperiods and for the then current period must be paid, or declared and a sum&#13;\nsufficient for such payment be set apart, before any dividends may be declared&#13;\nor paid upon or set apart for, or before any other distribution may be declared&#13;\nor made in respect of, the Common Shares.  Accruals of dividends shall not bear&#13;\ninterest.&#13;\n  As long as Preferred Shares are outstanding, the Corporation shall not&#13;\ndeclare, set apart for payment, pay any dividends (other than dividends payable&#13;\nin Common Shares), make any distribution on any Common Shares, redeem, purchase&#13;\nor to otherwise acquire, or permit any&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nsubsidiary to purchase, or otherwise acquire any Common Shares if at the time of&#13;\nmaking such declaration, payment, distribution, redemption, purchase, or&#13;\nacquisition the Corporation is in default with respect to any dividend payable&#13;\non, or any obligation to redeem or retire, Preferred Shares.  Notwithstanding&#13;\nthe foregoing, however, the Corporation may at any time (i) redeem, purchase, or&#13;\notherwise acquire Common Shares in exchange for, or out of the net cash proceeds&#13;\nfrom the sale of Common Shares and (ii) acquire Common Shares that are held by&#13;\nfirms or corporations acquired by the Corporation, whether by merger,&#13;\nconsolidation, purchase of assets, exchange of securities, or otherwise.&#13;\n  (iii)  Redemption.  On the sole authority and option of the Board of Directors&#13;\n         -----------                                                            &#13;\nthe Corporation may redeem all or any part of any series of Preferred Shares&#13;\noutstanding upon the terms (including redemption price) and conditions, in the&#13;\nmanner, and upon such notice as is determined by the Board of Directors.  No&#13;\nredemption may be made, however, until all dividends accrued to the redemption&#13;\ndate on all series of Preferred Shares have been paid, or until declared and a&#13;\nsum sufficient in amount set aside for such payment.  If less than all the&#13;\nPreferred Shares of a series are to be redeemed on any one date set for&#13;\nredemption, the shares designated for redemption may be in such amount ant&#13;\ndetermined by such method, whether by lot, pro rata or otherwise, and subject to&#13;\nsuch other provisions as the Board of Directors may from time to time determine&#13;\nin it s sole discretion.&#13;\n  Preferred Shares of any series which have been redeemed (whether by sinking&#13;\nfund or otherwise) shall have the status of authorized and unissued Preferred&#13;\nShares, unless the Board of Directors in its sole discretion cancels such&#13;\nshares.  Preferred Shares which have been redeemed, unless canceled, may be&#13;\nreissued as a part of the series of which they were originally a part, or may be&#13;\nreclassified and reissued as part of a new series of Preferred Shares created by&#13;\nresolution of the Board of Directors or as part of any other series of Preferred&#13;\nShares.&#13;\n  (iv)  Liquidation Rights.  In the event of any liquidation, dissolution, or&#13;\n        -------------------                                                  &#13;\nwinding up of the Corporation, whether voluntarily or involuntarily, which&#13;\nresults in any distribution of the assets of the Corporation to its&#13;\nShareholders, the holders of Preferred Shares then outstanding shall be entitled&#13;\nto an amount per share equal to that amount fixed by the Board of Directors upon&#13;\nthe initial issuance of the Preferred Share of the series of which the Preferred&#13;\nShares in question are a part before any distribution of the assets of the&#13;\nCorporation may be made to or set apart for the holders of Common Shares.&#13;\n  If assets of the Corporation distributable to the holder of Preferred Shares&#13;\nare insufficient for the payment to them of the full preferential amount&#13;\ndescribed above, such assets shall be distributed ratably among the holders of&#13;\nthe Preferred Shares of all series in accordance with the amounts which would be&#13;\npayable on such distribution if all sums payable were discharged in full unless&#13;\nthe Board of Directors upon the initial issuance of any series of Preferred&#13;\nShares has provided otherwise.  After payment in full of the preferential&#13;\namounts required to be paid to the holders of the Preferred Shares than&#13;\noutstanding, the holder of Common Share shall be entitled, to the exclusion of&#13;\nthe holders of Preferred Shares, to share in all remaining assets of the&#13;\nCorporation in accordance with their respective interests unless the Board of&#13;\nDirectors upon the initial issuance of any series of Preferred Shares, or&#13;\notherwise, has provided otherwise.&#13;\n  For purposes of this article and any statement filed pursuant to law setting&#13;\nforth the designation, description, and term of any series of Preferred Shares&#13;\nthe voluntary sale, lease,&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nexchange, or transfer (for cash, securities or other consideration) of all or&#13;\nsubstantially all of the property or assets of the Corporation to, or its&#13;\nconsolidation or merger with, any other corporation or corporations shall not be&#13;\ndeemed to be a liquidation, dissolution, or winding up of the Corporation,&#13;\nvoluntarily or involuntarily.&#13;\n  (v)  Voting Rights.  Except as otherwise provided by the laws of the State of&#13;\n       --------------                                                          &#13;\nColorado or subsection (i)6 of this Section (b), the holders of Preferred Share&#13;\nof all series shall not have the right to vote at any meeting of Shareholders in&#13;\nrespect to any matter upon which the vote of Shareholders is required.&#13;\n  Except as otherwise provided by the laws of the State of Colorado, these&#13;\nArticles of Incorporation, the Bylaws, or the Board of Directors acting pursuant&#13;\nto the authority set forth in subsection (i) of Section (b) and for so long as&#13;\nany Preferred Shares are outstanding, the Corporation shall not:&#13;\n     1.  without the affirmative vote or written consent of the holders of at&#13;\nleast 50% of the then outstanding Preferred Shares voting separately by class&#13;\nwithout regard to series (a) create any class of stock ranking prior to the&#13;\nPreferred Shares as to dividends or liquidation, (b) increase the authorized&#13;\nnumber of shares of any such class of stock, or (c) alter or change any of the&#13;\nprovisions hereof so as to adversely affect the preferences or the special&#13;\nrights or powers given to the preferred Shares; or&#13;\n     2.  without the affirmative vote or written consent of the holders of at&#13;\nleast 50% of the then outstanding shares of all series of Preferred Shares&#13;\nvoting separately as a series, alter or change any of the provisions hereof or&#13;\nin the resolution adopted by the Board of Directors providing for the issuance&#13;\nof a series, if such series has been issued and Preferred Shares of that series&#13;\nare then outstanding, so adversely to affect the preferences, special rights, or&#13;\npowers to such series.&#13;\n  (vi)  Conversion Rights.  The holders of Preferred Shares shall have such&#13;\n        ------------------                                                 &#13;\nrights as are set forth by the Board of Directors in its resolution authorizing&#13;\nthe issuance of the series of which such Preferred Shares are a part to convert&#13;\ntheir shares into any other class or series of Shares at such price or prices or&#13;\nat such rates of exchange and with such adjustments as shall be determined by&#13;\nthe Board of Directors.  Preferred Shares so converted shall have the status of&#13;\nauthorized and unissued Preferred Shares and may be reissued as part of the&#13;\nseries of which they were originally a part, or may be reclassified and reissued&#13;\nas part of a new series of Preferred Shares to be created by resolution of the&#13;\nBoard of Directors or as part of any other series of Preferred Shares.&#13;\n  (c)  General Provisions.  Subject to the foregoing provisions, such dividends&#13;\n       -------------------                                                     &#13;\n(either in cash, Shares or otherwise) as may be determined by the Board of&#13;\nDirectors in its sole discretion may be declared and paid on the Common Shares&#13;\nfrom time to time in accordance with the laws of the State of Colorado; however,&#13;\nPreferred Shares shall not be entitled to participate in any such dividends&#13;\nwhether payable in cash, Shares, or otherwise.&#13;\n  (d)  Voting.  Each record holder of Common Shares (and to the extent, if any,&#13;\n       -------                                                                 &#13;\nprovided by the laws of the State of Colorado or by the Board of Directors&#13;\nacting pursuant to the authority set forth in Section (b)(i)6 of this article&#13;\neach record holder of Preferred Shares) shall have one vote on each matter&#13;\nsubmitted to a vote for each Share standing in his name on the books of the&#13;\nCorporation.  Unless otherwise required under the laws of the State of Colorado,&#13;\nthese&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nArticles of Incorporation, the Bylaws, or the resolution of the Board of&#13;\nDirectors creating any series of Preferred Shares, no matter submitted to a&#13;\nShareholder vote shall require the approval of a class or series of Shares.&#13;\n  (e)  Quorum.  At all meetings of Shareholders, one-third (1/3) of the Shares&#13;\n       -------                                                                &#13;\nentitled to vote at such meeting, whether represented in person or by proxy,&#13;\nshall constitute a quorum and at any meeting at which a quorum is present the&#13;\naffirmative vote of a majority of the Shares represented at such meeting and&#13;\nentitled to vote on the subject matter shall be the act of the Shareholders.&#13;\n  (f)  Distributions to Shareholders.  Distributions to liquidate, dissolve, or&#13;\n       ------------------------------                                          &#13;\nwind up the Corporation may be made, after paying or adequately providing for&#13;\nthe payment of all the debts and liabilities of the Corporation, from the assets&#13;\nof the Corporation to the holders of Shares in the order of priority established&#13;\nby the laws of the State of Colorado, these Articles of Incorporation, the&#13;\nBylaws, and the resolutions of the Board of Directors in providing for the&#13;\nissuance of Shares by class or series.  In addition, the Board of Directors may&#13;\nfrom time to time distribute to the holders of Shares in partial liquidation out&#13;\nof either capital or capital surplus of the Corporation a portion of the assets&#13;\nof the Corporation in cash or property, subject to any limitations imposed by&#13;\nthe laws of the State of Colorado, these Articles of Incorporation, the Bylaws,&#13;\nand any resolution of the Board of Directors in providing for the issuance of&#13;\nShares by class or series.  Further, dividends in cash, property, or Shares may&#13;\nbe paid, as, when, and if declared by the Board of Directors in its sole&#13;\ndiscretion out of funds of the Corporation to the extent and in the manner&#13;\nprescribed by the laws of the State of Colorado, these Articles of&#13;\nIncorporation, the Bylaws, and the resolutions of the Board of Directors in&#13;\nproviding for the issuance of Shares by class or series.&#13;\n  (g)  Stock Rights and Options.  The Corporation is authorized to create and&#13;\n       -------------------------                                             &#13;\nissue, whether or not in connection with the issuance and sale of any of the&#13;\nShares or other securities of the Corporation, rights or options entitling the&#13;\nholders thereof to purchase Shares or other securities from the Corporation.&#13;\nThese rights and options shall be evidenced in such manner as the Board of&#13;\nDirectors approves and must set forth the terms upon which, the time within&#13;\nwhich, the Shares and the number of Shares acquirable, and the price at which&#13;\nthe options or rights may be exercised.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n            SERIES A:  NON-DIVIDEND BEARING, REDEEMABLE CONVERTIBLE&#13;\n                                PREFERRED STOCK&#13;\n                     CERTIFICATE SETTING FORTH RESOLUTIONS&#13;\n                                      BY&#13;\n                            THE BOARD OF DIRECTORS&#13;\n                           FOR INTERCELL CORPORATION&#13;\n                  (PURSUANT TO THE COLORADO CORPORATION CODE)&#13;\n  We, the undersigned, as the President and Secretary of Intercell Corporation,&#13;\na Colorado corporation, the Articles of Incorporation of which are on file in&#13;\nthe office of the Secretary of State for the State of Colorado, DO EACH HEREBY&#13;\nCERTIFY AND VERIFY: that the Board of Directors of Intercell Corporation, in&#13;\naccordance with said articles and pursuant to the laws of the State of Colorado,&#13;\nduly adopted on December 29, 1994, the preambles and resolutions attached&#13;\nhereto.&#13;\n  IN WITNESS WHEREOF:  we have set our hands and the corporate seal this 29th&#13;\nday of December, 1994.&#13;\n                            INTERCELL CORPORATION&#13;\n(SEAL)                       /s/ Mark Pierce&#13;\n                            -----------------------&#13;\n                            Mark Pierce, President&#13;\n                             /s/ Tracy Landry&#13;\n                            -----------------------&#13;\n                            Tracy Landry, Secretary&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                 UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING&#13;\n                              BOARD OF DIRECTORS&#13;\n                                      FOR&#13;\n                             INTERCELL CORPORATION&#13;\n  Pursuant to the provisions of Section 7-5-108, Colorado Revised Statues, as&#13;\namended ("C.R.S.") - which provide that action required or permitted by the&#13;\n"Colorado Corporation Code" to be taken at a meeting of the board of directors&#13;\nof a Company may be taken without a meeting with the same force and effect as a&#13;\nunanimous vote of said board if the action is (i) evidenced by one or more&#13;\nwritten consents describing the action taken, (ii) signed by each director and&#13;\n(iii) delivered to the secretary of the Company for filing with the corporate&#13;\nrecords - the undersigned, constituting all of the members of the board for&#13;\nIntercell Corporation (the "Board of Directors" and the "Company,"&#13;\nrespectively), do hereby waive any and all notice which may be required to be&#13;\ngiven with respect to a meeting of the Board of Directors and do hereby take,&#13;\nratify, confirm and approve the following action to be effective as of December&#13;\n29, 1994:&#13;\n  WHEREAS, the Articles of Incorporation governing the Company (the "Articles of&#13;\nIncorporation") permit the issuance of preferred shares in series with such&#13;\ndesignations, preferences and relative participating, optional, or other rights&#13;\nand qualifications, limitations and restrictions as may be fixed by the Board of&#13;\nDirectors, including, without limitation, the rate of dividends and redemption&#13;\nand conversion prices, all of which are to be determined after giving&#13;\nconsideration to the financial and general condition of the Company and to the&#13;\ncondition of the securities\' markets existing at the time of issuance;&#13;\n  WHEREAS, the holder of certain personal property which the Company wishes to&#13;\nacquire has indicated its willingness and desire to accept preferred equity in&#13;\nthe Company solely in consideration for the sale of said property; and&#13;\n  WHEREAS, the directors deem it advisable to issue a new series of preferred&#13;\nstock at this time to accomplish the aforesaid acquisition, having carefully&#13;\ninvestigated the financial and general condition of the Company and the relation&#13;\nof the condition of the Company to the condition of the securities\' market, and&#13;\nhave determined that it is in the best interests of the Company to establish a&#13;\nnew series of preferred stock to be denominated "SERIES A: NON-DIVIDEND BEARING,&#13;\nREDEEMABLE, CONVERTIBLE PREFERRED STOCK," with the attributes set forth in this&#13;\nresolution;&#13;\n  NOW THEREFORE, BE IT:&#13;\n  RESOLVED, that the Board of Directors hereby authorizes the Company to issue&#13;\nin exchange for those assets held by Asia Skylink, Inc., Two Hundred Ten&#13;\nThousand (210,000) shares of its "SERIES A: NON-DIVIDEND BEARING, CONVERTIBLE,&#13;\nREDEEMABLE, PREFERRED STOCK" at a price of $10.00 per share, which series shall&#13;\nhave the following features:&#13;\n  (a)  DIVIDENDS - the series shall be not be entitled to receive any dividends;&#13;\n  (b) CONVERSION - the aforesaid holder shall be entitled to convert from time&#13;\n  to time and at any time all or any part of its shares into common shares of&#13;\n  the Company at a conversion price of $10.00 per share of such common stock&#13;\n  beginning upon issuance&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n  of this series, which shall also, upon exercise, entitle the holder to the&#13;\n  receipt of one Class A Common Stock Purchase Warrant;&#13;\n  (c) REDEMPTION - the Company may redeem from time to time and at any time all&#13;\n  or any part of the series upon the payment of $10.00 per share, less any&#13;\n  previous distributions by the Company thereon;&#13;\n  (d) LIQUIDATION PREFERENCE - the series shall not be entitled to a liquidation&#13;\n  preference over any other series of preferred stock of the Company, but shall&#13;\n  be entitled to a liquidation preference of $10.00 per share over the common&#13;\n  shares of the Company;&#13;\n  (e)  SINKING FUND -  the series shall have no sinking fund provisions;&#13;\n  (f)  VOTING RIGHTS - the series shall carry no voting powers; and&#13;\n  (g)  ADDITIONAL PROVISIONS - the series shall be issued, upon compliance with&#13;\nthe laws of the State of Colorado, in accordance with those terms set forth on&#13;\nExhibit A hereto, which is specifically incorporated herein by this reference&#13;\nand adopted as the act of the Company:&#13;\n  RESOLVED FURTHER, that the aforesaid warrants shall have such terms and&#13;\nconditions applicable to them as set forth in Schedule 1 to Exhibit A;&#13;\n  RESOLVED FURTHER, that the President and Secretary are hereby authorized and&#13;\ndirected to cause to be filed under corporate seal such certificates as shall be&#13;\nrequisite to the end that the stock and warrants shall be issued as aforesaid&#13;\nsaid; and&#13;\n  RESOLVED FINALLY, that the President be and he hereby is, authorized to (i)&#13;\neffectuate, to the extent necessary and appropriate, those actions taken hereby,&#13;\n(ii) issue certificates for the shares and warrants, (iii) prepare a form of&#13;\ncertificate for the shares and warrants in accordance with the above resolution&#13;\nand (iv) provide for filing all necessary documentation with the Secretary of&#13;\nState for the Sate of Colorado, applicable state securities authorities and the&#13;\nUnited States Securities and Exchange Commission.&#13;\n  This consent may be signed in any one or more counterparts, all of which when&#13;\ntaken together shall constitute the same, and when signed by all of the&#13;\ndirectors of the Company, may be certified by any proper officer as having been&#13;\nunanimously adopted by the Board of Directors on the effective date first set&#13;\nforth above.&#13;\n/s/ Mark S. Pierce&#13;\n-------------------&#13;\nMark S. Pierce&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                                   EXHIBIT A&#13;\n                          PREFERRED STOCK PROVISIONS&#13;\nSERIES A: NON-DIVIDEND BEARING, REDEEMABLE, CONVERTIBLE&#13;\n  The Series A: Non-Dividend Bearing, Redeemable, Convertible Preferred Stock&#13;\n(the "Preferred Stock") shall consist of one (1) series of Two Hundred Ten&#13;\nThousand (210,000) shares with each share to be identical to every other in all&#13;\nrespects.  The "Capital Amount" for the Preferred Stock is $2,100,000 and the&#13;\nCapital Amount per share is $10.00, irrespective of the Company\'s allocation of&#13;\nthe Capital Amount to stated and/or paid-in-capital.  The following sets forth&#13;\nthe provisions of the Preferred Stock.&#13;\nPART 1:  DIVIDENDS&#13;\n  The Preferred Stock shall not be entitled to any dividends.&#13;\nPART 2:  CONVERSION&#13;\n  (2.10) CONVERSION PRICE.  The Capital Amount evidenced by the Preferred Stock&#13;\nfrom time to time may be converted in whole of in part at any time and from time&#13;\nto time into common stock at the sole option of the holder of the Preferred&#13;\nStock at the price of $10.00 per common share.  If converted prior to&#13;\nredemption, the holder shall also be entitled to receive, in addition to one&#13;\nshare of common stock, a "CLASS A COMMON STOCK PURCHASE WARRANT," the terms and&#13;\nconditions of which are set forth on Schedule 1 attached hereto.&#13;\n  (2.02) EXERCISE PROCEDURE.  Any share shall be deemed to have been exercised&#13;\nwhen the Company shall have received the certificate evidencing such shares&#13;\nappropriately endorsed to reflect conversion thereof; whereupon the Company&#13;\nshall forthwith issue the shares of common stock and warrant to which the&#13;\nexercising shareholder is entitled.&#13;\n  (2.03) RESERVATION OF SHARES.  The Company shall at all times reserve and keep&#13;\navailable for the purpose of effecting the conversion of the Preferred Stock the&#13;\nfull number of shares of common stock then deliverable upon the conversion of&#13;\nall shares of then outstanding Preferred Stock.&#13;\n  (2.04) FRACTIONAL SHARES.  No fractional share of common stock shall be issued&#13;\nupon conversion, but, instead of any fraction of a share which would otherwise&#13;\nbe issuable, the Company shall pay to the holder an amount equal to the book&#13;\nvalue allocable to the fractional share of common stock which would have&#13;\notherwise been issued, as determined using Generally Accepted Accounting&#13;\nPrinciples.&#13;\n  (2.05) PAYMENT OF TAXES.  The Company shall pay any and all taxes that may be&#13;\nrequired in respect of the issuance or delivery of common stock and warrants on&#13;\nconversion.  The Company shall not, however, be required to pay any tax which&#13;\nmay be payable in respect of any transfer involved in the issuance and delivery&#13;\nof common stock or warrants in a name other than that in which the shares&#13;\nconverted were registered, and no such issuance or delivery shall be made unless&#13;\nand until the person requesting such has paid to the Company&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nthe amount of any such tax, or has established to the satisfaction of the&#13;\nCompany that such tax has been paid.&#13;\n  (2.06) REGISTRATION, APPROVAL AND LISTING.  If any shares of common stock or&#13;\nwarrants required to be issued upon conversion of Preferred Stock shall require&#13;\nregistration with or approval by any governmental authority under any federal or&#13;\nstate law, or listing on any national securities exchange before such shares or&#13;\nwarrants may be issued, the holder shall, at his own expense, cause the&#13;\naccomplishment of the same.  The Company in such event shall, as expeditiously&#13;\nas possible, assist the holder in his efforts and shall use its best efforts and&#13;\nshall use its best efforts, again at the holder\'s expense, to cause such shares&#13;\nto be duly registered of approved, as the case may be.&#13;\n  (2.07) DELIVERY OF NEW CERTIFICATES.  Certificates for common stock and&#13;\nwarrants acquired upon conversion shall be delivered to the holder named therein&#13;\nwithin 15 days after exercise and delivery to the Company thereof.  Unless all&#13;\nshares of Preferred Stock are converted or redeemed, the Company shall, within&#13;\nthe aforesaid period, prepare a new certificate, substantially identical to that&#13;\nsurrendered, representing the balance of the shares previously represented which&#13;\nhave not been converted.&#13;\nPART 3:  REDEMPTION&#13;\n  (3.01) OPTIONAL REDEMPTION.  All or any part of the Preferred Stock may be&#13;\nredeemed by the Company in its sole and exclusive discretion at any time and&#13;\nfrom time to time by payment of the Capital Amount per share to be redeemed.&#13;\nThe Preferred Stock may no be redeemed until such time as the "market price"&#13;\n(average of inside bid and asked price) has been $12.50 or more for twenty&#13;\nconsecutive trading days prior to the mailing of the redemption notice.&#13;\n  (3.02) REDEMPTION NOTICE. Before making any redemption under this part, the&#13;\nCompany shall mail to each record holder at his address a written notice&#13;\nstating:  (i) the number of shares of Preferred Stock held of record by such&#13;\nholder which the Company proposes to redeem; (ii) the date on which the Company&#13;\nproposes to pay the Capital Amount per share for the shares to be redeemed;&#13;\n(iii) the Capital Amount to be paid for each share redeemed; and (iv) the place&#13;\nat which the shares to be redeemed may be surrendered in exchange for the amount&#13;\ndue.  The Company shall provide such notice at least 30, but no more than 90,&#13;\ndays prior to the established redemption date, except that the holders of&#13;\nPreferred Stock may waive such notice.  The Company shall not be obligated to&#13;\npay the redemption price until the shares to be redeemed are tendered and until&#13;\nthe redemption date.  Redemption shall be deemed to have occurred on the earlier&#13;\nof delivery to the Company of the Preferred Stock to be redeemed or the date set&#13;\nfor redemption.&#13;\n  (3.03) DETERMINATION OF NUMBER OF EACH HOLDER\'S SHARES TO BE REDEEMED.  Unless&#13;\nall shares of Preferred Stock are redeemed, each record holder shall share on a&#13;\npro rata basis with all other holders of Preferred Stock in any redemption.&#13;\n  (3.04) REDEMPTION PRICE.  For each share of Preferred Stock which shall be&#13;\nredeemed by the Company, the Company shall be obligated to pay to the record&#13;\nholder an amount equal to the Capital Amount allocated to each such share.  Each&#13;\nholder of Preferred Stock shall be entitled to receive at any time after the&#13;\nredemption date the full Capital Amount per share at the redemption date upon&#13;\nsurrender by the holder at the Company\'s principal executive office&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nof the certificate representing the shares duly endorsed in blank or accompanied&#13;\nby an appropriate form of assignment duly endorsed in blank.&#13;\n  (3.05) ALLOCATION OF PARTIAL REDEMPTION PAYMENTS AMONG HOLDERS OF PREFERRED&#13;\nSTOCK.  If at any time the Company shall elect to redeem only a portion of the&#13;\nCapital Amount then outstanding, each holder of Preferred Stock shall have the&#13;\nright to have redeemed his pro rata portion.&#13;\n  (3.06) REDEEMED CUMULATIVE PREFERRED STOCK TO BE CANCELED OR RETURNED TO&#13;\nTREASURY.  The Company, by resolution of its Board of Directors, may, in its&#13;\nsole discretion, either cancel or return to treasury any shares of Preferred&#13;\nStock redeemed or for any other reason acquired.&#13;\nPART 4:  LIQUIDATION&#13;\n  The Preferred Stock shall be entitled to preferential liquidation rights over&#13;\nany other series of preferred stock previously or which may subsequently be&#13;\nissued by the Company.  The Preferred Stock shall be entitled to preferential&#13;\nliquidation rights over the common stock, but only the extent of the Capital&#13;\nAmount then outstanding.&#13;\nPART 5:  SINKING FUND&#13;\n  The Preferred Stock shall not be entitled to the establishment of any sinking&#13;\nfund.&#13;\nPART 6:  VOTING RIGHTS&#13;\n  Except as otherwise provided by the Colorado Corporation Code and such other&#13;\nlaws as may be or become applicable, the entire voting power for the election of&#13;\ndirectors and for all other purposes shall be exclusively vested in the holders&#13;\nof Common Stock or such other or subsequently authorized and issued series of&#13;\npreferred stock as such rights are granted or may accrue to.  In the event that&#13;\nholders of Preferred Stock may become entitled to vote, the Preferred Stock is&#13;\nnot entitled to cumulative voting, nor is it entitled to any preemptive or&#13;\nsimilar rights.  Further, each share is entitled to one (1) vote on each matter&#13;\nsubmitted to a vote and to which it is entitled to vote.&#13;\nPART 7:  ADJUSTMENT OF CONVERSION PRICE AND SHARES&#13;\n  The Conversion Price shall be subject to adjustments as follows:&#13;\n  (7.01)  If the Company shall issue any shares of common stock as a share&#13;\ndividend or shall subdivide the number of outstanding shares of common stock&#13;\ninto a greater number of shares of common stock into a greater number of shares,&#13;\nthe conversion price per share shall be reduced proportionately and the number&#13;\nof shares acquirable shall be increased proportionately.  Conversely, if the&#13;\nCompany shall reduce the number of shares of commons stock outstanding by&#13;\ncombining such shares into a smaller number of shares, the conversion price per&#13;\nshare shall be increased proportionately and the number of shares of common&#13;\nstock purchasable shall be decreased proportionately.&#13;\n  (7.02)  Notwithstanding the provisions of this Part 7, no adjustments of the&#13;\nconversion price shall be made whereby such price is adjusted in an amount less&#13;\nthe $.10 or until the aggregate of such adjustments shall equal or exceed $.10.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n  (7.03) No adjustment of the conversion price shall be made as a result of or&#13;\nin connection with (i) the issuance of common stock pursuant to options,&#13;\nwarrants, and/or share purchase agreements outstanding or in effect on the date&#13;\nhereof, (ii) the establishment of additional option or warrant plans of the&#13;\nCompany, the modification, renewal or extension of any plan now in effect or&#13;\nhereafter created, or the issuance of common stock on exercise of any options&#13;\npursuant to such plans, (iii) the issuance of common stock in connection with an&#13;\nacquisition, consolidation, recapitalization or merger of any type, (iv)&#13;\ncompensation or similar arrangements for officers, employees, contractors,&#13;\nconsultants or agents of the Company or any subsidiary or (v) the issuance of&#13;\ncommon stock in private or public offerings.&#13;\n  (7.04) Before taking any action which would cause an adjustment reducing the&#13;\nconversion price below the then par value of the common stock issuable upon&#13;\nconversion of the Preferred Stock, the Company shall take any corporate action&#13;\nwhich may, in the opinion of its counsel, be necessary in order that the Company&#13;\nmay validly and legally issue fully paid and non-assessable shares of common&#13;\nstock at the adjusted conversion price.&#13;\nPART 8:  ADDITIONAL PROVISIONS.&#13;\n  The Preferred Stock may be subordinated in any respect to the terms and&#13;\nprovisions of the common stock and to the terms and provisions of any other&#13;\nseries of the Company\'s preferred stock which may be issued and become&#13;\noutstanding subsequent to the Preferred Stock, unless specifically provided to&#13;\nthe contrary above.&#13;\n                                  SCHEDULE 1&#13;\n                          CLASS A WARRANT PROVISIONS&#13;\n  The Class A Common Stock Purchase Warrants shall consist of one (1) series of&#13;\nTwo Hundred Ten Thousand (210,000) warrants, with each warrant to be identical&#13;\nto every other in all respects.  The following sets forth the provisions of the&#13;\nwarrants.&#13;\nPART 1:  EXERCISE&#13;\n  (1.01) EXERCISE PRICE.  The warrants in their entirety only may be exercised&#13;\nbeginning December 29, 1995, through and including January 19, 1996.  The&#13;\nwarrants may not be exercised in part.  Every Two and One-Tenth (2 1/10) warrant&#13;\nmay be exercised upon the payment of $5.50 per warrant to acquire one common&#13;\nshare.&#13;\n  (1.02) EXERCISE PROCEDURE.  Any warrants shall be deemed to have been&#13;\nexercised when the Company shall have received the certificate evidencing such&#13;\nappropriately endorsed to reelect conversion thereof; whereupon the Company&#13;\nshall forthwith issue the shares of common stock to which the exercising&#13;\nshareholder is entitled.&#13;\n  (1.03) RESERVATION OF SHARES.  The Company shall at all times reserve and keep&#13;\navailable for the purpose of effecting the exercise of the warrants the full&#13;\nnumber of shares of common stock then deliverable upon the conversion of all&#13;\nwarrants then outstanding.&#13;\n  (1.04) FRACTIONAL SHARES.  No Fractional share of common stock shall be issued&#13;\nupon exercise of the warrants, but, instead of any fraction of a share which&#13;\nwould otherwise be&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nissuable, the Company shall pay to the holder an amount equal to the book value&#13;\nallocable to the fractional share of common stock which would have otherwise&#13;\nbeen issued, as determined using Generally Accepted Accounting Principles.&#13;\n  (1.05) PAYMENT OF TAXES.  The Company shall pay any and all taxes that may be&#13;\nrequired in respect of the issuance or delivery of common stock on exercise.&#13;\nThe Company shall not, however, be required to pay any tax which may be payable&#13;\nin respect of any transfer involved in the issuance and delivery of common stock&#13;\nin a name other than that in which the warrants converted were registered, and&#13;\nno such issuance or delivery shall be made unless and until the person&#13;\nrequesting such has paid to the Company the amount of any such tax, or has&#13;\nestablished to the satisfaction of the Company that such tax has been paid.&#13;\n  (1.06) REGISTRATION, APPROVAL AND LISTING.  If any shares of common stock&#13;\nrequired to be issued upon exercise of the warrants shall require registration&#13;\nwith or approval by any governmental authority under any federal or state law,&#13;\nor listing on any national securities exchange before such shares may be issued,&#13;\nthe holder shall, at his own expense, cause the accomplishment of the same.  The&#13;\nCompany in such event shall, as expeditiously as possible, assist the holder in&#13;\nhis efforts and shall use its best efforts, again at the holder\'s expense, to&#13;\ncause such shares to be duly registered or approved, as the case may be.&#13;\n  (1.07) DELIVERY OF NEW CERTIFICATES.  Certificates for common stock acquired&#13;\nupon exercise shall be delivered to the holder named therein within 15 days&#13;\nafter exercise and delivery to the Company thereof.&#13;\nPART 2:  REDEMPTION&#13;\n  The Company is not entitled to redeem the Warrants.&#13;\nPART 3:  LIQUIDATION&#13;\n  The warrants shall be not be entitled to any liquidation rights.  If the&#13;\nCompany liquidates during the period in which the warrants are outstanding, the&#13;\nwarrants will simply cease to exist.&#13;\nPART 4:  VOTING RIGHTS&#13;\n  The warrants shall not be entitled to any voting rights.&#13;\nPART 5:  ADJUSTMENT OF EXERCISE PRICE AND SHARES&#13;\n  The Exercise Price shall be subject to adjustment as follows:&#13;\n  (5.01)  If the Company shall issue any shares of common stock as a share&#13;\ndividend or shall subdivide the number of outstanding shares of common stock&#13;\ninto a greater number of shares, the exercise price per share shall be reduced&#13;\nproportionately and the number of shares acquirable shall be increased&#13;\nproportionately.  Conversely, if the Company shall reduce the number of shares&#13;\nof common stock outstanding by combining such shares into a smaller number of&#13;\nshares, the exercise price per share shall be increased proportionately and the&#13;\nnumber of shares of common stock purchasable shall be decreased proportionately.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n  (5.02)  Notwithstanding the provisions of this Part 7, no adjustments of the&#13;\nexercise price shall be made whereby such price is adjusted in an amount less&#13;\nthat $.10 or until the aggregate of such adjustments shall equal or exceed $.10.&#13;\n  (5.03)  No adjustment of the exercise price shall be made as a result of or in&#13;\nconnection with (i) the issuance of common stock pursuant to options, warrants,&#13;\nand/or share purchase agreements outstanding or in effect on the date hereof,&#13;\n(ii) the establishment of additional option or warrant plans of the Company, the&#13;\nmodification, renewal or extension of any plan now in effect or hereafter&#13;\ncreated, or the issuance of common stock on exercise of any options pursuant to&#13;\nsuch plans, (iii) the issuance of common stock in connection with an&#13;\nacquisition, consolidation, recapitalization or merger of any type, (iv)&#13;\ncompensation or similar arrangements for officers, employees, contractors,&#13;\nconsultants or agents of the Company or any subsidiary or (v) the issuance of&#13;\ncommon stock in private or public offerings.&#13;\n     (5.04)  Before taking any action which would cause an adjustment reducing&#13;\nthe conversion price below the then par value of the common stock issuable upon&#13;\nexercise of the warrants, the Company shall take any corporate action which may,&#13;\nin the opinion of its counsel, be necessary in order that the Company may&#13;\nvalidly and legally issue fully paid and non-assessable shares of common stock&#13;\nat the adjusted exercise price.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                         CERTIFICATE OF DESIGNATION OF&#13;\n                           SERIES B PREFERRED STOCK&#13;\n                                      OF&#13;\n                             INTERCELL CORPORATION&#13;\nIt is hereby certified that:&#13;\n     1.   The name of the Company (hereinafter called the "Company") is&#13;\nIntercell Corporation, a Colorado corporation.&#13;\n     2.   The certificate of incorporation of the Company authorize the issuance&#13;\nof Ten Million (10,000,000) shares of preferred stock, no par value per share,&#13;\nand expressly vests in the Board of Directors of the Company the authority&#13;\nprovided therein to issue any or all of said shares in one (1) or more series&#13;\nand by resolution or resolutions to establish the designation and number and to&#13;\nfix the relative rights and preferences of each series to be issued.&#13;\n     3.   The Board of Directors of the Company, pursuant to the authority&#13;\nexpressly vested in it as aforesaid, has adopted the following resolutions&#13;\ncreating a Series B issue of Preferred Stock:&#13;\n     RESOLVED, that one thousand (1,000) of the Ten Million (10,000,000)&#13;\nauthorized shares of Preferred Stock of the Company shall be designated Series B&#13;\nPreferred Stock, no par value per share, and shall possess the rights and&#13;\npreferences set forth below:&#13;\n     Section 1.  Designation and Amount.  The shares of such series shall have&#13;\n                 ----------------------                                       &#13;\nno par value and shall be designated as Series B Preferred Stock (the "Series B&#13;\nPreferred Stock") and the number of shares constituting the Series B Preferred&#13;\nStock shall be one thousand (1,000).  The Series B Preferred Stock shall be&#13;\noffered at a purchase price of Ten Thousand Dollars ($10,000) per share (the&#13;\n"Original Series B Issue Price"), with a ten percent (10%) per annum accretion&#13;\nrate as set forth herein.&#13;\n     Section 2.  Rank.  The Series B Preferred Stock shall rank: (i) junior to&#13;\n                 ----                                                         &#13;\nany other class or series of capital stock of the Company hereafter created&#13;\nspecifically ranking by its terms senior to the Series B Preferred Stock&#13;\n(collectively, the "Senior Securities"); (ii) prior to all of the Company\'s&#13;\nCommon Stock, no par value per share ("Common Stock"); (iii) prior to any&#13;\nexisting class or series of preferred stock ("Existing Preferred Stock"); (iv)&#13;\nprior to any class or series of capital stock of the Company hereafter created&#13;\nnot specifically ranking by its terms senior to or on parity with any Series B&#13;\nPreferred Stock of whatever subdivision (collectively, with the Common Stock and&#13;\nthe Existing Preferred Stock, "Junior Securities"); and (v) on parity with any&#13;\nclass or series of capital stock of the Company hereafter created specifically&#13;\nranking by its terms on parity with the Series B Preferred Stock ("Parity&#13;\nSecurities") in each case as to distributions of assets upon liquidation,&#13;\ndissolution or winding up of the Company, whether voluntary or involuntary (all&#13;\nsuch distributions being referred to collectively as "Distributions").&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     Section 3.  Dividends.  The Series B Preferred Stock will bear no&#13;\n                 ---------                                            &#13;\ndividends, and the holders of the Series B Preferred Stock ("Holders") shall not&#13;\nbe entitled to receive dividends on the Series B Preferred Stock.&#13;\n     Section 4.  Liquidation Preference.&#13;\n                 ---------------------- &#13;\n          (a) In the event of any liquidation, dissolution or winding up of the&#13;\nCompany, either voluntary or involuntary, the Holders of shares of Series B&#13;\nPreferred Stock shall be entitled to receive, immediately after any&#13;\ndistributions to Senior Securities required by the Company\'s Certificate of&#13;\nIncorporation or any certificate of designation, and prior in preference to any&#13;\ndistribution to Junior Securities but in parity with any distribution to Parity&#13;\nSecurities, an amount per share equal to the sum of (i) the Original Series B&#13;\nIssue Price for each outstanding share of Series B Preferred Stock and (ii) an&#13;\namount equal to ten percent (10%) of the Original Series B Issue Price per annum&#13;\nfor the period that has passed since the date that, in connection with the&#13;\nconsummation of the purchase by Holder of shares of Series B Preferred Stock&#13;\nfrom the Company, the escrow agent first had in its possession funds&#13;\nrepresenting full payment for the shares of Series B Preferred Stock (such&#13;\namount being referred to herein as the "Premium").  If upon the occurrence of&#13;\nsuch event, and after payment in full of the preferential amounts with respect&#13;\nto the Senior Securities, the assets and funds available to be distributed among&#13;\nthe Holders of the Series B Preferred Stock and Parity Securities shall be&#13;\ninsufficient to permit the payment to such Holders of the full preferential&#13;\namounts due to the Holders of the Series B Preferred Stock and the Parity&#13;\nSecurities, respectively, then the entire assets and funds of the Company&#13;\nlegally available for distribution shall be distributed among the Holders of the&#13;\nSeries B Preferred Stock and the Parity Securities, pro rata, based on the&#13;\nrespective liquidation amounts to which each such series of stock is entitled by&#13;\nthe Company\'s Certificate of Incorporation and any certificate(s) of designation&#13;\nrelating thereto.&#13;\n          (b) Upon the completion of the distribution required by subsection&#13;\n4(a), if assets remain in this Company, they shall be distributed to holders of&#13;\nJunior Securities in accordance with the Company\'s Certificate of Incorporation&#13;\nincluding any duly adopted certificate(s) of designation.&#13;\n          (c) At each Holder\'s option, a sale, conveyance or disposition of all&#13;\nor substantially all of the assets of the Company or the effectuation by the&#13;\nCompany of a transaction or series of related transactions in which more than&#13;\nfifty percent (50%) of the voting power of the Company is disposed of shall be&#13;\ndeemed to be a liquidation, dissolution or winding up within the meaning of this&#13;\nSection 4; provided further that an event described in the prior clause that the&#13;\nHolder does not elect to treat as a liquidation and a consolidation, merger,&#13;\nacquisition, or other business combination of the Company with or into any other&#13;\ncompany or companies shall not be treated as a liquidation, dissolution or&#13;\nwinding up within the meaning of this Section 4, but instead shall be treated&#13;\npursuant to Section 5(f) hereof.&#13;\n          (d) In the event that, immediately prior to the closing of a&#13;\ntransaction described in Section 4(c) which would constitute a liquidation&#13;\nevent, the cash distributions required by Section 4(a) or Section 6 have not&#13;\nbeen made, the Company shall either: (i) cause such closing to be postponed&#13;\nuntil such cash distributions have been made, or (ii) cancel such transaction,&#13;\nin which event the rights of the Holders of Series B Preferred Stock shall be&#13;\nthe same as existing immediately prior to such proposed transaction.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     Section 5.  Conversion.  The record Holders of this Series B Preferred&#13;\n                 ----------                                                &#13;\nStock shall have conversion rights as follows (the "Conversion Rights"):&#13;\n          (a) Right to Convert.  Each record Holder of Series B Preferred Stock&#13;\nshall be entitled (at the times and in the amounts set forth below) and subject&#13;\nto the Company\'s right of redemption set forth in Section 6(a), at the office of&#13;\nthe Company or any transfer agent for the Series B Preferred Stock (the&#13;\n"Transfer Agent"), to convert (in multiples of one (1) share of Preferred Stock)&#13;\nas follows:  (x) up to one-third (1/3) of the shares of Series B Preferred Stock&#13;\ninitially issued to such Holder at any time beginning forty-five (45) days&#13;\nfollowing the date of the last closing of a purchase and sale of Series B&#13;\nPreferred Stock that occurs pursuant to the offering of the Series B Preferred&#13;\nStock by the Company (the "Last Closing Date") and at any time thereafter, (y)&#13;\nup to an additional one-third (1/3) of the shares of Series B Preferred Stock&#13;\ninitially issued to such Holder at any time beginning seventy-five (75) days&#13;\nfollowing the Last Closing Date and at any time thereafter, and (z) all&#13;\nremaining Series B Preferred Stock held by such Holder at any time beginning&#13;\none hundred five (105) days following the Last Closing Date (each of the time&#13;\nperiods referenced in subclauses (x), (y) and (z) is hereinafter referred to&#13;\nsingularly as a "Conversion Gate") at the office of the Company or any Transfer&#13;\nAgent for the Series B Preferred Stock, into that number of fully-paid and non-&#13;\nassessable shares of Common Stock of the Company calculated in accordance with&#13;\nthe following formula (the "Conversion Rate"):&#13;\nNumber of shares issued upon conversion of one (1) share of Series B Preferred&#13;\nStock =&#13;\n                        (.10) (N/365) (10,000) + 10,000&#13;\n                        -------------------------------&#13;\n                                Conversion Price&#13;\nwhere,&#13;\n     N= the number of days between (i) the date that, in connection with the&#13;\nconsummation of the initial purchase by Holder of shares of Series B Preferred&#13;\nStock from the Company, the escrow agent first had in its possession funds&#13;\nrepresenting full payment for the shares of Series B Preferred Stock for which&#13;\nconversion is being elected, and (ii) the applicable Date of Conversion (as&#13;\ndefined in Section 5(c)(iv) below) for the shares of Series B Preferred Stock&#13;\nfor which conversion is being elected, and&#13;\n     Conversion Price = the lesser of (x) 100% of the average Closing Bid Price,&#13;\nas that term is defined below, for the five (5) trading days ending on June 26,&#13;\n1996, which amount is equal to $ 3.9375  (the "Fixed Conversion Price"), or (y)&#13;\n85% of the average Closing Bid Price, as that term is defined below, of the&#13;\nCompany\'s Common Stock for the five (5) trading days immediately preceding the&#13;\nDate of Conversion, as defined below (the "Variable Conversion Price").&#13;\n     For purposes hereof, the term "Closing Bid Price" shall mean the closing&#13;\nbid price on the Nasdaq Small Cap Market, or if not traded on the Nasdaq Small&#13;\nCap Market, the closing bid price on the principal national securities exchange&#13;\nor the National Market System on which the Common Stock is so traded and if not&#13;\navailable, the mean of the high and low prices on the principal national&#13;\nsecurities exchange or the National Market System on which the Common Stock is&#13;\nso traded.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n          (b) Conversion at Market Price.  Notwithstanding the limitations on&#13;\nconversion set forth above, each record Holder of Series B Preferred Stock shall&#13;\nbe entitled to convert, subject to the Company\'s right of redemption set forth&#13;\nin section 6(a), the Preferred Stock (in multiples of one (1) share of Preferred&#13;\nStock) prior to the applicable Conversion Gate (but no earlier than forty-five&#13;\n(45) days following the Last Closing Date), at the office of the Transfer Agent,&#13;\ninto that number of fully-paid and non-assessable shares of Common Stock of&#13;\nCompany calculated in accordance with the Conversion Rate set forth above;&#13;\nprovided, however, that, for purposes of the conversion pursuant to this&#13;\nsubsection 4(b), the Conversion Price shall equal the Closing Bid Price of the&#13;\nCompany\'s Common Stock on the trading day immediately prior to the Date of&#13;\nConversion.&#13;\n          (c) Mechanics of Conversion.  In order to convert Series B Preferred&#13;\nStock into full shares of Common Stock, the Holder shall (i) fax, on or prior to&#13;\n11:59 p.m., New York City time (the "Conversion Notice Deadline") on the date of&#13;\nconversion, a copy of the fully executed notice of conversion ("Notice of&#13;\nConversion") to the Company at the office of the Company or its designated&#13;\ntransfer agent (the "Transfer Agent") for the Series B Preferred Stock stating&#13;\nthat the Holder elects to convert, which notice shall specify the date of&#13;\nconversion, the number of shares of Series B Preferred Stock to be converted,&#13;\nthe applicable conversion price and a calculation of the number of shares of&#13;\nCommon Stock issuable upon such conversion (together with a copy of the front&#13;\npage of each certificate to be converted) and (ii) surrender to a common courier&#13;\nfor delivery to the office of the Company or the Transfer Agent, the original&#13;\ncertificates representing the Series B Preferred Stock being converted (the&#13;\n"Preferred Stock Certificates"), duly endorsed for transfer; provided, however,&#13;\nthat the Company shall not be obligated to issue certificates evidencing the&#13;\nshares of Common Stock issuable upon such conversion unless either the Preferred&#13;\nStock Certificates are delivered to the Company or its Transfer Agent as&#13;\nprovided above, or the Holder notifies the Company or its Transfer Agent that&#13;\nsuch certificates have been lost, stolen or destroyed (subject to the&#13;\nrequirements of subparagraph (i) below).  Upon receipt by Company of a facsimile&#13;\ncopy of a Notice of Conversion, Company shall immediately send, via facsimile,&#13;\na confirmation of receipt of the Notice of Conversion to Holder which shall&#13;\nspecify that the Notice of Conversion has been received and the name and&#13;\ntelephone number of a contact person at the Company whom the Holder should&#13;\ncontact regarding information related to the Conversion.  In the case of a&#13;\ndispute as to the calculation of the Conversion Rate, the Company shall promptly&#13;\nissue to the Holder the number of Shares that are not disputed and shall submit&#13;\nthe disputed calculations to its outside accountant via facsimile within three&#13;\n(3) days of receipt of Holder\'s Notice of Conversion.  The Company shall cause&#13;\nthe accountant to perform the calculations and  notify Company and Holder of the&#13;\nresults no later than forty-eight (48) hours from the time it receives the&#13;\ndisputed calculations.  Accountant\'s calculation shall be deemed conclusive&#13;\nabsent manifest error.&#13;\n          (i) Lost or Stolen Certificates.  Upon receipt by the Company of&#13;\nevidence of the loss, theft, destruction or mutilation of any Preferred Stock&#13;\nCertificates representing shares of  Series B Preferred Stock, and (in the case&#13;\nof loss, theft or destruction) of indemnity or security reasonably satisfactory&#13;\nto the Company, and upon surrender and cancellation of the Preferred Stock&#13;\nCertificate(s), if mutilated, the Company shall execute and deliver new&#13;\nPreferred Stock Certificate(s) of like tenor and date.  However, Company shall&#13;\nnot be obligated to re-issue such lost or stolen Preferred Stock Certificates if&#13;\nHolder contemporaneously requests Company to convert such Series B Preferred&#13;\nStock into Common Stock.&#13;\n          (ii) Delivery of Common Stock Upon Conversion.  The Transfer Agent or&#13;\nthe Company (as applicable) shall, no later than the close of business on the&#13;\nsecond (2nd) business&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nday (the "Deadline") after receipt by the Company or the Transfer Agent of a&#13;\nfacsimile copy of a Notice of Conversion and receipt by Company or the Transfer&#13;\nAgent of all necessary documentation duly executed and in proper form required&#13;\nfor conversion, including the original Preferred Stock Certificates to be&#13;\nconverted (or after provision for security or indemnification in the case of&#13;\nlost or destroyed certificates, if required), issue and surrender to a common&#13;\ncourier for either overnight or (if delivery is outside the United States) two&#13;\n(2) day delivery to the Holder at the address of the Holder as shown on the&#13;\nstock records of the Company a certificate for the number of shares of Common&#13;\nStock to which the Holder shall be entitled as aforesaid.&#13;\n          (iii)     No Fractional Shares.  If any conversion of the Series B&#13;\nPreferred Stock would create a fractional share of Common Stock or a right to&#13;\nacquire a fractional share of Common Stock, such fractional share shall be&#13;\ndisregarded and the number of shares of Common Stock issuable upon conversion,&#13;\nin the aggregate, shall be the next lower number of shares.&#13;\n          (iv) Date of Conversion.  The date on which conversion occurs (the&#13;\n"Date of Conversion") shall be deemed to be the date set forth in such Notice of&#13;\nConversion, provided (i)  that the advance copy of the Notice of Conversion is&#13;\nfaxed to the Company before 11:59 p.m., New York City time, on the Date of&#13;\nConversion, and (ii) that the original Preferred Stock Certificates representing&#13;\nthe shares of Series B Preferred Stock to be converted are surrendered by&#13;\ndepositing such certificates with a common courier, as provided above, and&#13;\nreceived by the Transfer Agent or the Company as soon as practicable after the&#13;\nDate of Conversion.  The person or persons entitled to receive the shares of&#13;\nCommon Stock issuable upon such conversion shall be treated for all purposes as&#13;\nthe record Holder or Holders of such shares of Common Stock on the Date of&#13;\nConversion.&#13;\n          (d) Reservation of Stock Issuable Upon Conversion.  The Company shall&#13;\nat all times reserve and keep available out of its authorized but unissued&#13;\nshares of Common Stock, solely for the purpose of effecting the conversion of&#13;\nthe Series B Preferred Stock, such number of its shares of Common Stock as shall&#13;\nfrom time to time be sufficient to effect the conversion of all then outstanding&#13;\nSeries B Preferred Stock; and if at any time the number of authorized but&#13;\nunissued shares of Common Stock shall not be sufficient to effect the conversion&#13;\nof all then outstanding shares of Series B Preferred Stock, the Company will&#13;\ntake such corporate action as may be necessary to increase its authorized but&#13;\nunissued shares of Common Stock to such number of shares as shall be sufficient&#13;\nfor such purpose.&#13;\n          (e) Automatic Conversion.  Each share of Series B Preferred Stock&#13;\noutstanding on the date which is  three (3) years after the Last Closing Date&#13;\nautomatically shall be converted into Common Stock on such date at the&#13;\nConversion Rate then in effect (calculated in accordance with the formula in&#13;\nSection 5(a) above), and the date which is  three (3) years after the Last&#13;\nClosing Date shall be deemed the Date of Conversion with respect to such&#13;\nconversion.&#13;\n          (f)  Adjustment to Conversion Rate.&#13;\n               (i) Adjustment to Fixed Conversion Price Due to Stock Split,&#13;\nStock Dividend, Etc. If, prior to the conversion of all of the Series B&#13;\nPreferred Stock, the number of outstanding shares of Common Stock is increased&#13;\nby a stock split, stock dividend, or other similar event, the Fixed Conversion&#13;\nPrice shall be proportionately reduced, or if the number of outstanding shares&#13;\nof Common Stock is decreased by a combination or reclassification of shares, or&#13;\nother similar event, the Fixed Conversion Price shall be proportionately&#13;\nincreased.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n          (ii) Adjustment to Variable Conversion Price.  If, at any time when&#13;\nany shares of the Series B Preferred Stock are issued and outstanding, the&#13;\nnumber of outstanding shares of Common Stock is increased or decreased by a&#13;\nstock split, stock dividend, or other similar event, which event shall have&#13;\ntaken place during the reference period for determination of the Conversion&#13;\nPrice for any conversion of the Series B Preferred Stock, then the Variable&#13;\nConversion Price shall be calculated giving appropriate effect to the stock&#13;\nsplit, stock dividend, combination, reclassification or other similar event for&#13;\nall five (5) trading days immediately preceding the Date of Conversion.&#13;\n          (iii)     Adjustment Due to Merger, Consolidation, Etc.  If, prior to&#13;\nthe conversion of all Series B Preferred Stock, there shall be any merger,&#13;\nconsolidation, exchange of shares, recapitalization, reorganization, or other&#13;\nsimilar event, as a result of which shares of Common Stock of the Company shall&#13;\nbe changed into the same or a different number of shares of the same or another&#13;\nclass or classes of stock or securities of the Company or another entity or&#13;\nthere is a sale of all or substantially all the Company\'s assets or there is a&#13;\nchange of control transaction not deemed to be a liquidation pursuant to section&#13;\n4(c), then the Holders of Series B Preferred Stock shall thereafter have the&#13;\nright to receive upon conversion of Series B Preferred Stock, upon the basis and&#13;\nupon the terms and conditions specified herein and in lieu of the shares of&#13;\nCommon Stock immediately theretofore issuable upon conversion, such stock,&#13;\nsecurities and/or other assets which the Holder would have been entitled to&#13;\nreceive in such transaction had the Series B Preferred Stock been converted&#13;\nimmediately prior to such transaction, and in any such case appropriate&#13;\nprovisions shall be made with respect to the rights and interests of the Holders&#13;\nof the Series B Preferred Stock to the end that the provisions hereof&#13;\n(including, without limitation, provisions for the adjustment of the Conversion&#13;\nPrice and of the number of shares issuable upon conversion of the Series B&#13;\nPreferred Stock) shall thereafter be applicable, as nearly as may be practicable&#13;\nin relation to any securities thereafter deliverable upon the exercise hereof.&#13;\nThe Company shall not effect any transaction described in this subsection&#13;\n5(f)(iii) unless (a) it first gives thirty (30) business days prior notice of&#13;\nsuch merger, consolidation, exchange of shares, recapitalization,&#13;\nreorganization, or other similar event (during which time the Holder shall be&#13;\nentitled to convert its shares of Series B Preferred Stock into Common Stock)&#13;\nand (b) the resulting successor or acquiring entity (if not the Company) assumes&#13;\nby written instrument the obligations of the Company under this Certificate of&#13;\nDesignation including this subsection 5(f)(iii).&#13;\n          (iv) No Fractional Shares.  If any adjustment under this Section 5(f)&#13;\nwould create a fractional share of Common Stock or a right to acquire a&#13;\nfractional share of Common Stock, such fractional share shall be disregarded and&#13;\nthe number of shares of Common Stock issuable upon conversion shall be the next&#13;\nlower number of shares.&#13;\n     Section 6.  Redemption by Company.&#13;\n                 --------------------- &#13;\n          (a) Company\'s Right to Redeem Upon Receipt of Notice of Conversion.&#13;\nIf the Conversion Price of the Company\'s Common Stock is less than the Fixed&#13;\nConversion Price (as defined in Section 5(a)), at the time of receipt of a&#13;\nNotice of Conversion pursuant to Section 5, the Company shall have the right, in&#13;\nits sole discretion, to redeem in whole or in part any Series B Preferred Stock&#13;\nsubmitted for conversion, immediately prior to and in lieu of conversion&#13;\n("Redemption Upon Receipt of Notice of Conversion").  If the Company elects to&#13;\nredeem some, but not all, of the Series B Preferred Stock submitted for&#13;\nconversion, the Company shall redeem from among the Series B Preferred Stock&#13;\nsubmitted by the various shareholders for conversion on the&#13;\n&lt;PAGE&gt;&#13;\n &#13;\napplicable date, a pro-rata amount from each such Holder so submitting Series B&#13;\nPreferred Stock for conversion.&#13;\n          (i) Redemption Price Upon Receipt of a Notice of Conversion.  The&#13;\nredemption price per share of Series B Preferred Stock under this Section 6(a)&#13;\nshall be calculated in accordance with the following formula ("Redemption&#13;\nRate"):&#13;\n[[(.10)(N/365) (10,000)] + 10,000] x Closing Bid Price on Date of Conversion&#13;\n                                     ---------------------------------------&#13;\n                                                 Conversion Price&#13;\nwhere,&#13;\n     "N," "Date of Conversion," "Closing Bid Price" and "Conversion Price" shall&#13;\nhave the same meanings as defined in Section 5.&#13;\n          (ii)  Mechanics of Redemption Upon Receipt of Notice of Conversion.&#13;\nThe Company shall effect each such redemption by giving notice of its election&#13;\nto redeem, by facsimile, by 5:00 p.m. New York City time the next business day&#13;\nfollowing receipt of a Notice of Conversion from a Holder, and the Company shall&#13;\nprovide a copy of such redemption notice by overnight or two (2) day courier, to&#13;\n(A) the Holder of the Series B Preferred Stock submitted for conversion at the&#13;\naddress and facsimile number of such Holder appearing in the Company\'s register&#13;\nfor the Series B Preferred Stock and (B) the Company\'s Transfer Agent.  Such&#13;\nredemption notice shall indicate whether the Company will redeem all or part of&#13;\nthe Series B Preferred Stock submitted for conversion and the applicable&#13;\nredemption price.&#13;\n          (b) Company\'s Right to Redeem at its Election.  At any time,&#13;\ncommencing twelve (12) months and one (1) day after the Last Closing Date, the&#13;\nCompany shall have the right, in its sole discretion, to redeem ("Redemption at&#13;\nCompany\'s Election"), from time to time, any or all of the Series B Preferred&#13;\nStock; provided (i) Company shall first provide thirty (30) business days&#13;\nadvance written notice as provided in subparagraph 6(b)(ii) below (which can be&#13;\ngiven beginning thirty (30) business days prior to the date which is twelve (12)&#13;\nmonths and one (1) day after the Last Closing Date), and (ii) that the Company&#13;\nshall only be entitled to redeem Series B Preferred Stock having an aggregate&#13;\nStated Value (as defined below) of at least One Million Five Hundred Thousand&#13;\nDollars ($1,500,000).  If the Company elects to redeem some, but not all, of the&#13;\nSeries B Preferred Stock, the Company shall redeem a pro-rata amount from each&#13;\nHolder of the Series B Preferred Stock.&#13;\n             (i) Redemption Price At Company\'s Election. The "Redemption Price&#13;\nAt Company\'s Election" shall be calculated as a percentage of Stated Value, as&#13;\nthat term is defined below, of the Series B Preferred Stock redeemed pursuant to&#13;\nthis Section 6(b), which percentage shall vary depending on the date of&#13;\nRedemption at Company\'s Election (as defined below), and shall be determined as&#13;\nfollows:&#13;\n&lt;TABLE&gt; &#13;\n&lt;CAPTION&gt; &#13;\nDate of Notice of Redemption at Company\'s Election                      % of Stated Value&#13;\n--------------------------------------------------                      ----------------- &#13;\n&lt;S&gt;                                                                     &lt;C&gt; &#13;\n12 months and 1 day to 18 months following Last Closing Date                 130%&#13;\n18 months and 1 day to 24 months following Last Closing Date                 125%&#13;\n24 months and 1 day to 30 months following Last Closing Date                 120%&#13;\n30 months and 1 day to 36 months following Last Closing Date                 115%&#13;\n&lt;/TABLE&gt; &#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     For purposes hereof, "Stated Value" shall mean the Original Series B Issue&#13;\nPrice (as defined in Section 4(a)) of the shares of Series B Preferred Stock&#13;\nbeing redeemed pursuant to this Section 6(b), together with the accrued but&#13;\nunpaid Premium (as defined in Section 4(a)).&#13;\n              (ii) Mechanics of Redemption at Company\'s Election. The Company&#13;\nshall effect each such redemption by giving at least thirty (30) business days&#13;\nprior written notice ("Notice of Redemption At Company\'s Election") to (A) the&#13;\nHolders of the Series B Preferred Stock selected for redemption, at the address&#13;\nand facsimile number of such Holder appearing in the Company\'s Series B&#13;\nPreferred stock register and (B) the Transfer Agent, which Notice of Redemption&#13;\nAt Company\'s Election shall be deemed to have been delivered three (3) business&#13;\ndays after the Company\'s mailing (by overnight or two (2) day courier, with a&#13;\ncopy by facsimile) of such Notice of Redemption At Company\'s Election. Such&#13;\nNotice of Redemption At Company\'s Election shall indicate (i) the number of&#13;\nshares of Series B Preferred Stock that have been selected for redemption, (ii)&#13;\nthe date which such redemption is to become effective (the "Date of Redemption&#13;\nAt Company\'s Election") and (iii) the applicable Redemption Price At Company\'s&#13;\nElection, as defined in subsection (b)(i) above. Notwithstanding the above,&#13;\nHolder may convert into Common Stock pursuant to section 5, prior to the close&#13;\nof business on the Date of Redemption at Company\'s Election, any Series B&#13;\nPreferred Stock which it is otherwise entitled to convert, including Series B&#13;\nPreferred Stock that has been selected for redemption at Company\'s election&#13;\npursuant to this subsection 6(b); provided, however, that the Company shall&#13;\nstill be entitled to exercise its right to redeem upon receipt of a Notice of&#13;\nConversion pursuant to section 6(a).&#13;\n          (c) Company Must Have Immediately Available Funds or Credit&#13;\nFacilities.  The Company shall not be entitled to send any Redemption Notice and&#13;\nbegin the redemption procedure under Sections 6(a) and 6(b) unless it has:&#13;\n              (i) the full amount of the redemption price in cash, available in&#13;\na demand or other immediately available account in a bank or similar financial&#13;\ninstitution; or&#13;\n             (ii) immediately available credit facilities, in the full amount of&#13;\nthe redemption price with a bank or similar financial institution; or&#13;\n            (iii) an agreement with a standby underwriter willing to purchase&#13;\nfrom the Company a sufficient number of shares of stock to provide proceeds&#13;\nnecessary to redeem any stock that is not converted prior to redemption; or&#13;\n             (iv) a combination of the items set forth in (i), (ii) and (iii)&#13;\nabove, aggregating the full amount of the redemption price.&#13;\n          (d)  Payment of Redemption Price.&#13;\n               (i) Each Holder submitting Preferred Stock being redeemed under&#13;\nthis Section 6 shall send their Series B Preferred Stock Certificates so&#13;\nredeemed to the Company or its Transfer Agent, and the Company shall pay the&#13;\napplicable redemption price to that Holder within five (5) business days of the&#13;\nDate of Redemption at Company\'s Election. The Company shall not be obligated to&#13;\ndeliver the redemption price unless the Preferred Stock Certificates so redeemed&#13;\nare delivered to the Company or its Transfer Agent, or, in the event one (1) or&#13;\nmore certificates have been lost, stolen, mutilated or destroyed, unless the&#13;\nHolder has complied with Section 5(c)(i).&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n              (ii) If Company elects to redeem pursuant to Section 6(a) hereof,&#13;\nand Company fails to pay Holder the redemption price within the time frame as&#13;\nrequired by this Section 6(d), then Company shall issue shares of Common Stock&#13;\nto any such Holder who has submitted a Notice of Conversion in compliance with&#13;\nSection 5(c) hereof. The shares to be issued to Holder pursuant to this&#13;\nprovision shall be the number of shares determined using a Conversion Price (as&#13;\ndefined in Section 6 hereof) that equals the lesser of (i) the Conversion Price&#13;\non the date Holder sends its Notice of Conversion to Company or Transfer Agent&#13;\nvia facsimile or (ii) the Conversion Price on the date the Transfer Agent issues&#13;\nCommon Stock pursuant to this Section 6(d)(ii). The issuance of such shares&#13;\nshall not affect the Company\'s liability for damages, if any, to the Holder&#13;\nresulting from its failure to redeem.&#13;\n          (e)  Blackout Period.  Notwithstanding the foregoing, the Company may&#13;\nnot either send out a redemption notice or effect a redemption pursuant to&#13;\nSection 6(b) above during a Blackout Period (defined as a period during which&#13;\nthe Company\'s officers or directors would not be entitled to buy or sell stock&#13;\nbecause of their holding of material non-public information), unless the Company&#13;\nshall first disclose the non-public information that resulted in the Blackout&#13;\nPeriod; provided, however, that no redemption shall be effected until at least&#13;\nten (10) days after the Company shall have given the Holder written notice that&#13;\nthe Blackout Period has been lifted.&#13;\n     Section 7.  Advance Notice of Redemption.&#13;\n                 ---------------------------- &#13;\n          (a) Holder\'s Right to Elect to Receive Notice of Cash Redemption&#13;\nby the Company. Holder shall have the right to require Company to provide&#13;\nadvance notice stating whether the Company will elect to redeem Holder\'s shares&#13;\nof Series B Preferred Stock in cash, pursuant to the Company\'s redemption rights&#13;\ndiscussed in Section 6(a).&#13;\n          (b) Mechanics of Holder\'s Election Notice.  Holder shall send notice&#13;\n("Election Notice") to the Company and such other person(s) as the Company may&#13;\ndesignate, via facsimile, Holder\'s intention to require Company to disclose that&#13;\nif Holder were to exercise his, her or its right of conversion (pursuant to&#13;\nSection 5) whether Company would elect to redeem a specific number of shares of&#13;\nHolder\'s Series B Preferred Stock for cash in lieu of issuing Common Stock.&#13;\nCompany is required to disclose to Holder what action Company would take over&#13;\nthe subsequent twenty (20) business day period, including the date of such&#13;\nElection Notice, as further discussed in subsection 7(c).&#13;\n          (c) Company\'s Response.  Upon receipt by the Company of a facsimile&#13;\ncopy of an Election Notice, Company shall immediately send, via facsimile, a&#13;\nconfirmation of receipt of the Election Notice to Holder, which  shall specify&#13;\nthat the Election Notice has been received and the name and telephone number of&#13;\na contact person at the Company whom the Holder should contact regarding&#13;\ninformation related to the requested advance notice.  Thereafter, the Company&#13;\nmust respond by the close of business on the next business day following receipt&#13;\nof Holder\'s Election Notice (1) via facsimile and (2) by depositing such&#13;\nresponse with an overnight or two (2) day courier.  The Company\'s response must&#13;\nstate whether it would redeem the shares, in whole or in part, or allow&#13;\nconversion into shares of Common Stock without redemption.  If Company does not&#13;\nrespond to Holder within one (1) business day via facsimile and overnight or two&#13;\n(2) day courier, Company shall be required to issue to Holder Common Stock upon&#13;\nHolder\'s conversion within the subsequent twenty (20) business day period of&#13;\nHolder\'s Election Notice.  However, if the Company\'s Common Stock price&#13;\ndecreases so that under the Conversion Rate Company would be required to&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nissue more than an additional ten percent (10% ) of shares of Common Stock than&#13;\nHolder was entitled to receive at the time Holder sent Company its Election&#13;\nNotice,  then Company shall no longer be bound to convert Holder\'s Preferred&#13;\nStock into Common Stock but may elect to redeem for cash.&#13;\n     Section 8.  Voting Rights.  The Holders of the Series B Preferred Stock&#13;\n                 -------------                                              &#13;\nshall have no voting power whatsoever, except as otherwise provided by the&#13;\nColorado Business Corporation Act ("Colorado Law"), and no Holder of Series B&#13;\nPreferred Stock shall vote or otherwise participate in any proceeding in which&#13;\nactions shall be taken by the Company or the shareholders thereof or be entitled&#13;\nto notification as to any meeting of the shareholders.&#13;\n     Notwithstanding the above, Company shall provide Holder with notification&#13;\nof any meeting of the shareholders regarding any major corporate events&#13;\naffecting the Company. In the event of any taking by the Company of a record of&#13;\nits shareholders for the purpose of determining shareholders who are entitled to&#13;\nreceive payment of any dividend or other distribution, any right to subscribe&#13;\nfor, purchase or otherwise acquire any share of any class or any other&#13;\nsecurities or property (including by way of merger, consolidation or&#13;\nreorganization), or to receive any other right, or for the purpose of&#13;\ndetermining shareholders who are entitled to vote in connection with any&#13;\nproposed sale, lease or conveyance of all or substantially all of the assets of&#13;\nthe Company, or any proposed liquidation, dissolution or winding up of the&#13;\nCompany, the Company shall mail a notice to Holder, at least ten (10) days prior&#13;\nto the record date specified therein, of the date on which any such record is to&#13;\nbe taken for the purpose of such dividend, distribution, right or other event,&#13;\nand a brief statement regarding the amount and character of such dividend,&#13;\ndistribution, right or other event to the extent known at such time.&#13;\n     To the extent that under Colorado Law the vote of the Holders of the Series&#13;\nB Preferred Stock, voting separately as a class, is required to authorize a&#13;\ngiven action of the Company, the affirmative vote or consent of the Holders of&#13;\nat least a majority of the shares of the Series B Preferred Stock represented at&#13;\na duly held meeting at which a quorum is present or by written consent of a&#13;\nmajority of the shares of Series B Preferred Stock (except as otherwise may be&#13;\nrequired under Colorado Law) shall constitute the approval of such action by the&#13;\nclass.  To the extent that under Colorado Law the Holders of the Series B&#13;\nPreferred Stock are entitled to vote on a matter with holders of Common Stock,&#13;\nvoting together as one (1) class, each share of Series B Preferred Stock shall&#13;\nbe entitled to a number of votes equal to the number of shares of Common Stock&#13;\ninto which it is then convertible using the record date for the taking of such&#13;\nvote of stockholders as the date as of which the Conversion Price is calculated.&#13;\nHolders of the Series B Preferred Stock also shall be entitled to notice of all&#13;\nshareholder meetings or written consents with respect to which they would be&#13;\nentitled to vote, which notice would be provided pursuant to the Company\'s by-&#13;\nlaws and applicable statutes.&#13;\n     Section 9.  Protective Provision.  So long as shares of Series B Preferred&#13;\n                 --------------------                                          &#13;\nStock are outstanding, the Company shall not without first obtaining the&#13;\napproval (by vote or written consent, as provided by Colorado Law) of the&#13;\nHolders of at least seventy-five percent (75%) of the then outstanding shares of&#13;\nSeries B Preferred Stock, and at least seventy-five percent (75%) of the then&#13;\noutstanding Holders:&#13;\n          (a) alter or change the rights, preferences or privileges of the&#13;\nSeries B Preferred Stock or any Senior Securities so as to affect adversely the&#13;\nSeries B Preferred Stock; provided,&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nhowever, that no such change may be approved at any time on or prior to the&#13;\nfortieth (40th) day following the Last Closing Date unless such change is&#13;\nunanimously approved by all Holders;&#13;\n          (b) create any new class or series of stock having a preference over&#13;\nor on parity with the Series B Preferred Stock with respect to Distributions (as&#13;\ndefined in Section 2 above) or increase the size of the authorized number of&#13;\nSeries B Preferred; or&#13;\n          (c) do any act or thing not authorized or contemplated by this&#13;\nDesignation which would result in taxation of the holders of shares of the&#13;\nSeries B Preferred Stock under Section 305 of the Internal Revenue Code of 1986,&#13;\nas amended (or any comparable provision of the Internal Revenue Code as&#13;\nhereafter from time to time amended).&#13;\n  In the event Holders of at least seventy-five percent (75%) of the then&#13;\noutstanding shares of Series B Preferred Stock and at least seventy-five percent&#13;\n(75%) of the then outstanding Holders agree to allow the Company to alter or&#13;\nchange the rights, preferences or privileges of the shares of Series B Preferred&#13;\nStock, pursuant to subsection (a) above, so as to affect the Series B Preferred&#13;\nStock, then the Company will deliver notice of such approved change to the&#13;\nHolders of the Series B Preferred Stock that did not agree to such alteration or&#13;\nchange (the "Dissenting Holders") and Dissenting Holders shall have the right&#13;\nfor a period of thirty (30) business days to convert pursuant to the terms of&#13;\nthis Certificate of Designation as they exist prior to such alteration or change&#13;\n(notwithstanding the forty-five (45) day, seventy-five (75) day, and one hundred&#13;\nfive (105) day holding requirements set forth in Section 5(a) hereof), or&#13;\ncontinue to hold their shares of Series B Preferred Stock provided, however,&#13;\nthat the Dissenting Holders may not convert anytime on or before the fortieth&#13;\n(40th) day following the Last Closing Date.&#13;\n     Section 10.  Status of Converted or Redeemed Stock.  In the event any&#13;\n                  -------------------------------------                   &#13;\nshares of Series B Preferred Stock shall be converted or redeemed pursuant to&#13;\nSection 5 or Section 6 hereof, the shares so converted or redeemed shall be&#13;\ncanceled, shall return to the status of authorized but unissued Preferred Stock&#13;\nof no designated series, and shall not be issuable by the Company as Series B&#13;\nPreferred Stock.&#13;\n     Section 11.  Preference Rights.  Nothing contained herein shall be&#13;\n                  -----------------                                    &#13;\nconstrued to prevent the Board of Directors of the Company from issuing one (1)&#13;\nor more series of Preferred Stock with dividend and/or liquidation preferences&#13;\njunior to the dividend and liquidation preferences of the Series B Preferred&#13;\nStock.&#13;\nSigned on July 10, 1996&#13;\n                              By: /s/ Gordon Sales&#13;\n                                  -----------------------&#13;\n                                  Gordon Sales, President&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n                         CERTIFICATE OF DESIGNATION OF&#13;\n                           SERIES C PREFERRED STOCK&#13;\n                                      OF&#13;\n                             INTERCELL CORPORATION&#13;\nIt is hereby certified that:&#13;\n     1.   The name of the Company (hereinafter called the "Company") is&#13;\nIntercell Corporation, a Colorado corporation.&#13;\n     2.   The certificate of incorporation of the Company authorizes the&#13;\nissuance of Ten Million (10,000,000) shares of preferred stock, no par value per&#13;\nshare, and expressly vests in the Board of Directors of the Company the&#13;\nauthority provided therein to issue any or all of said shares in one (1) or more&#13;\nseries and by resolution or resolutions to establish the designation and number&#13;\nand to fix the relative rights and preferences of each series to be issued.&#13;\n     3.   The Board of Directors of the Company, pursuant to the authority&#13;\nexpressly vested in it as aforesaid, has adopted the following resolutions&#13;\ncreating a Series C issue of Preferred Stock:&#13;\n     RESOLVED, that Six Hundred (600) of the Ten Million (10,000,000) authorized&#13;\nshares of Preferred Stock of the Company shall be designated Series C Preferred&#13;\nStock, no par value per share, and shall possess the rights and preferences set&#13;\nforth below:&#13;\n     Section 1.  Designation and Amount.  The shares of such series shall have&#13;\n                 ----------------------                                       &#13;\nno par value per share and shall be designated as Series C Preferred Stock (the&#13;\n"Series C Preferred Stock") and the number of shares constituting the Series C&#13;\nPreferred Stock shall be Six Hundred (600).  The Series C Preferred Stock shall&#13;\nbe offered at a purchase price of Ten Thousand Dollars ($10,000) per share (the&#13;\n"Original Series C Issue Price"), with an eight percent (8%) per annum accretion&#13;\nrate as set forth herein.&#13;\n     Section 2.  Rank.  The Series C Preferred Stock shall rank: (i) junior to&#13;\n                 ----                                                         &#13;\nthe Company\'s Series B Preferred Stock and any other class or series of capital&#13;\nstock of the Company hereafter created specifically ranking by its terms senior&#13;\nto the Series C Preferred Stock (collectively, the "Senior Securities"); (ii)&#13;\nprior to all of the Company\'s Common Stock, no par value per share ("Common&#13;\nStock"); (iii) prior to any class or series of capital stock of the Company&#13;\nhereafter created not specifically ranking by its terms senior to or on parity&#13;\nwith any Series C Preferred Stock of whatever subdivision (collectively, with&#13;\nthe Common Stock, "Junior Securities"); and (iv) on parity with any class or&#13;\nseries of capital stock of the Company hereafter created specifically ranking by&#13;\nits terms on parity with the Series C Preferred Stock ("Parity Securities") in&#13;\neach case as to distributions of assets upon liquidation, dissolution or winding&#13;\nup of the Company, whether voluntary or involuntary (all such distributions&#13;\nbeing referred to collectively as "Distributions").&#13;\n     Section 3.  Dividends.  The Series C Preferred Stock will bear no&#13;\n                 ---------                                            &#13;\ndividends, and the holders of the Series C Preferred Stock ("Holders") shall not&#13;\nbe entitled to receive dividends on the Series C Preferred Stock.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     Section 4.  Liquidation Preference.&#13;\n                 ---------------------- &#13;\n          (a) In the event of any liquidation, dissolution or winding up of the&#13;\nCompany ("Liquidation Event"), either voluntary or involuntary, the Holders of&#13;\nshares of Series C Preferred Stock shall be entitled to receive, immediately&#13;\nafter any distributions to Senior Securities required by the Company\'s&#13;\nCertificate of Incorporation or any certificate of designation, and prior in&#13;\npreference to any distribution to Junior Securities but in parity with any&#13;\ndistribution to Parity Securities, an amount per share equal to the sum of (i)&#13;\nthe Original Series C Issue Price for each outstanding share of Series C&#13;\nPreferred Stock and (ii) an amount equal to eight percent (8%) of the Original&#13;\nSeries C Issue Price per annum for the period that has passed since the date&#13;\nthat, in connection with the consummation of the purchase by Holder of shares of&#13;\nSeries C Preferred Stock from the Company, the escrow agent first had in its&#13;\npossession funds representing full payment for the shares of Series C Preferred&#13;\nStock (such amount being referred to herein as the "Premium").  If upon the&#13;\noccurrence of such event, and after payment in full of the preferential amounts&#13;\nwith respect to the Senior Securities, the assets and funds available to be&#13;\ndistributed among the Holders of the Series C Preferred Stock and Parity&#13;\nSecurities shall be insufficient to permit the payment to such Holders of the&#13;\nfull preferential amounts due to the Holders of the Series C Preferred Stock and&#13;\nthe Parity Securities, respectively, then the entire assets and funds of the&#13;\nCompany legally available for distribution shall be distributed among the&#13;\nHolders of the Series C Preferred Stock and the Parity Securities, pro rata,&#13;\nbased on the respective liquidation amounts to which each such series of stock&#13;\nis entitled by the Company\'s Certificate of Incorporation and any certificate(s)&#13;\nof designation relating thereto.&#13;\n          (b) Upon the completion of the distribution required by subsection&#13;\n4(a), if assets remain in this Company, they shall be distributed to holders of&#13;\nJunior Securities in accordance with the Company\'s Certificate of Incorporation&#13;\nincluding any duly adopted certificate(s) of designation.&#13;\n          (c) At each Holder\'s option, a sale, conveyance or disposition of all&#13;\nor substantially all of the assets of the Company or the effectuation by the&#13;\nCompany of a transaction or series of related transactions in which any person&#13;\nor entity acquires more than fifty percent (50%) of the voting power of the&#13;\nCompany (a "Change of Control") shall be deemed to be a Liquidation Event as&#13;\ndefined in Section 4(a); provided further that (i) a consolidation, merger,&#13;\nacquisition, or other business combination of the Company with or into any other&#13;\npublicly traded company or companies shall not be treated as a Liquidation Event&#13;\nas defined in Section 4(a), but instead shall be treated pursuant to Section&#13;\n5(e)(iii) hereof, and (ii) a consolidation, merger, acquisition, or other&#13;\nbusiness combination of the Company with or into any other non-publicly traded&#13;\ncompany or companies shall be treated as a Liquidation Event as defined in&#13;\nSection 4(a).  The Company shall not effect any transaction described in&#13;\nsubsection 4(c)(ii) unless it first gives thirty (30) business days prior notice&#13;\nof such transaction (during which time the Holder shall be entitled to&#13;\nimmediately convert any or all of its shares of Series C Preferred Stock into&#13;\nCommon Stock at the Conversion Price, as defined below, then in effect, which&#13;\nconversion shall not be subject to the conversion restrictions set forth in&#13;\nSection 5(a)).&#13;\n          (d) In the event that, immediately prior to the closing of a&#13;\ntransaction described in Section 4(c) which would constitute a Liquidation&#13;\nEvent, the cash distributions required by Section 4(a) or Section 6 have not&#13;\nbeen made, the Company shall either: (i) cause such closing to be postponed&#13;\nuntil such cash distributions have been made, or (ii) cancel such transaction,&#13;\nin which&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nevent the rights of the Holders of Series C Preferred Stock shall be the same as&#13;\nexisting immediately prior to such proposed transaction.&#13;\n     Section 5.  Conversion.  The record Holders of this Series C Preferred&#13;\n                 ----------                                                &#13;\nStock shall have conversion rights as follows (the "Conversion Rights"):&#13;\n          (a) Right to Convert.  Each record Holder of Series C Preferred Stock&#13;\nshall be entitled to convert the aggregate Series C Preferred Stock initially&#13;\nissued to such Holder i) at the Fixed Conversion Price (as defined below), at&#13;\nany time after the date that is four (4) months after the date of the Last&#13;\nClosing and ii) at the Variable Conversion Price (as defined below), at the&#13;\ntimes and in the amounts as follows:&#13;\n&lt;TABLE&gt; &#13;\n&lt;CAPTION&gt; &#13;\n       No. of Months            Percentage of Series C Preferred Stock Initially&#13;\nAfter the Last Closing Date     Issued to such Holder Available for Conversion&#13;\n---------------------------     ------------------------------------------------&#13;\n&lt;S&gt;                             &lt;C&gt; &#13;\n         4 months                                     20%&#13;\n         5 months                                     40%&#13;\n         6 months                                     60%&#13;\n         7 months                                     80%&#13;\n         8 months                                     100%&#13;\n&lt;/TABLE&gt; &#13;\n &#13;\nprovided, however, that a Holder may not convert more than twenty-five percent&#13;\n(25%) of the aggregate number of shares of Preferred Stock initially issued to&#13;\nsuch Holder at the Variable Conversion Price in any given one month period,&#13;\nbeginning on the date that is four (4) months following the Last Closing Date&#13;\nand beginning the same day of each subsequent month thereafter until the date&#13;\nthat is eight (8) months following the Last Closing Date (the "Monthly&#13;\nConversion Limit"). Subsequent to the date that is eight (8) months following&#13;\nthe Last Closing Date, there shall be no restrictions on the number of shares of&#13;\nSeries C Preferred Stock convertible into Common Stock.&#13;\n     As used herein, "Last Closing Date" shall mean the date of the last closing&#13;\n     of a purchase and sale of the Series C Preferred Stock that occurs pursuant&#13;\n     to the offering of the Series C Preferred Stock by the Company.&#13;\n     The date that is four (4) months following the Last Closing Date and the&#13;\n     same day of each subsequent monthly period referenced above are hereinafter&#13;\n     referred to singularly as a "Conversion Gate" and collectively as&#13;\n     "Conversion Gates". At the applicable Conversion Gate and at any time&#13;\n     thereafter, the percentage of the aggregate Series C Preferred Stock&#13;\n     initially issued to such Holder which is available for conversion as set&#13;\n     forth above is convertible into that number of fully-paid and non-&#13;\n     assessable shares of Common Stock of the Company calculated in accordance&#13;\n     with the following formula (the "Conversion Rate"):&#13;\n     Number of shares issued upon conversion of one (1) share of Series C&#13;\n     Preferred Stock =&#13;\n                        (.08) (N/365) (10,000) + 10,000&#13;\n                        -------------------------------&#13;\n                                Conversion Price&#13;\n     where,&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     N= the number of days between (i) the date that, in connection with the&#13;\nconsummation of the initial purchase by Holder of shares of Series C Preferred&#13;\nStock from the Company, the escrow agent first had in its possession funds&#13;\nrepresenting full payment for the shares of Series C Preferred Stock for which&#13;\nconversion is being elected, and (ii) the applicable Date of Conversion (as&#13;\ndefined in Section 5(b)(iv) below) for the shares of Series C Preferred Stock&#13;\nfor which conversion is being elected, and&#13;\n     Conversion Price = the lesser of (x) $3.25 (the "Fixed Conversion Price"),&#13;\nor (y) 85% of the average Closing Bid Price, as that term is defined below, of&#13;\nthe Company\'s Common Stock for the five (5) trading days immediately preceding&#13;\nthe Date of Conversion, as defined below (the "Variable Conversion Price").&#13;\nFor purposes hereof, any Holder which acquires shares of Series C Preferred&#13;\nStock from another Holder (the "Transferor") and not upon original issuance from&#13;\nthe Company shall be entitled to exercise its conversion right as to the&#13;\npercentages of such shares specified under Section 5(a) in such amounts and at&#13;\nsuch times such that the number of shares eligible for conversion by such Holder&#13;\nat any time shall be in the same proportion that the number of shares of Series&#13;\nC Preferred Stock acquired by such Holder from its Transferor bears to the total&#13;\nnumber of shares of Series C Preferred Stock originally issued by the Company to&#13;\nsuch Transferor (or its predecessor Transferor).&#13;\n     For purposes hereof, the term "Closing Bid Price" shall mean the closing&#13;\nbid price as reported by the OTC Bulletin Board or the Nasdaq Small Cap Market&#13;\nor the Nasdaq National Market, or if not traded on the OTC Bulletin Board or the&#13;\nNasdaq Small Cap Market or the Nasdaq National Market, the closing bid price on&#13;\nthe over the counter market, the principal national securities exchange or the&#13;\nNational Market System on which the Common Stock is so traded and if not&#13;\navailable, the mean of the high and low prices on the over the counter market,&#13;\nincluding but not limited to the Bulletin Board or the Pink Sheets, the&#13;\nprincipal national securities exchange or the National Market System on which&#13;\nthe Common Stock is so traded.&#13;\n          (b) Mechanics of Conversion.  In order to convert Series C Preferred&#13;\nStock into full shares of Common Stock, the Holder shall (i) fax, on or prior to&#13;\n11:59 p.m., New York City time (the "Conversion Notice Deadline") on the Date of&#13;\nConversion (as defined below), a copy of the fully executed notice of conversion&#13;\n("Notice of Conversion") to the Company and to First Union National Bank, the&#13;\ncustodian of the Common Stock (the "Custodian") stating that the Holder elects&#13;\nto convert, which notice shall specify the date of conversion, the number of&#13;\nshares of Series C Preferred Stock to be converted, the applicable conversion&#13;\nprice and a calculation of the number of shares of Common Stock issuable upon&#13;\nsuch conversion (together with a copy of the front page of each certificate to&#13;\nbe converted) and (ii) surrender to a common courier for delivery to the office&#13;\nof the Company or the Custodian, the original certificates representing the&#13;\nSeries C Preferred Stock being converted (the "Preferred Stock Certificates"),&#13;\nduly endorsed for transfer; provided, however, that the Company shall not be&#13;\nobligated to issue certificates evidencing the shares of Common Stock issuable&#13;\nupon such conversion unless either the Preferred Stock Certificates are&#13;\ndelivered to the Company or the Custodian as provided above, or the Holder&#13;\nnotifies the Company or the Custodian that such certificates have been lost,&#13;\nstolen or destroyed (subject to the requirements of subparagraph (i) below).&#13;\nUpon receipt by Company of a facsimile copy of a Notice of Conversion, Company&#13;\nshall immediately send, via facsimile, a confirmation of receipt of the Notice&#13;\nof Conversion to Holder&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nwhich shall specify that the Notice of Conversion has been received and the name&#13;\nand telephone number of a contact person at the Company whom the Holder should&#13;\ncontact regarding information related to the Conversion.  In the case of a&#13;\ndispute as to the calculation of the Conversion Rate, the Company shall promptly&#13;\nissue or cause the Custodian to issue to the Holder the number of shares that&#13;\nare not disputed and shall submit the disputed calculations to its outside&#13;\naccountant via facsimile within three (3) days of receipt of Holder\'s Notice of&#13;\nConversion.  The Company shall cause the accountant to perform the calculations&#13;\nand notify Company, Custodian and Holder of the results no later than forty-&#13;\neight (48) hours from the time it receives the disputed calculations.&#13;\nAccountant\'s calculation shall be deemed conclusive absent manifest error.  All&#13;\nNotices of Conversion shall be irrevocable.&#13;\n          (i) Lost or Stolen Certificates.  Upon receipt by the Company of&#13;\nevidence of the loss, theft, destruction or mutilation of any Preferred Stock&#13;\nCertificates representing shares of Series C Preferred Stock, and (in the case&#13;\nof loss, theft or destruction) of indemnity or security reasonably satisfactory&#13;\nto the Company, and upon surrender and cancellation of the Preferred Stock&#13;\nCertificate(s), if mutilated, the Company shall execute and deliver new&#13;\nPreferred Stock Certificate(s) of like tenor and date.  However, Company shall&#13;\nnot be obligated to re-issue such lost or stolen Preferred Stock Certificates if&#13;\nHolder contemporaneously requests Company to convert such Series C Preferred&#13;\nStock into Common Stock.&#13;\n               (ii) Delivery of Common Stock Upon Conversion. The Company&#13;\neither:&#13;\n                    (x) shall use its best efforts to cause the Custodian, no&#13;\nlater than the close of business on the following business day, and, in any&#13;\nevent, shall cause the Custodian, no later than the close of business on the&#13;\nsecond (2nd) business day after receipt by the Company or the Custodian of a&#13;\nfacsimile copy of a Notice of Conversion (the "Custodian\'s Deadline"), to&#13;\nsurrender to a common courier for overnight delivery to the Company\'s transfer&#13;\nagent (the "Transfer Agent") a certificate or certificates for the number of&#13;\nshares of Common Stock to which the Holder shall be entitled as aforesaid and&#13;\nshall cause the Transfer Agent to countersign the Common Stock certificate(s)&#13;\nwhich it receives from the Custodian and, no later than the close of business on&#13;\nthe business day following the day it receives the Common Stock certificate(s)&#13;\nand receives written confirmation from the Custodian or the Company that the&#13;\nCustodian or the Company has received all necessary documentation duly executed&#13;\nand in proper form required for conversion, including the original Preferred&#13;\nStock Certificates to be converted (or after provision for security or&#13;\nindemnification in the case of lost or destroyed certificates, if required)(the&#13;\n"Transfer Agent\'s Deadline"), to surrender such Common Stock certificate(s) to a&#13;\ncommon courier for either overnight or (if delivery is outside the United&#13;\nStates) two (2) day delivery to the Holder at the address of the Holder as shown&#13;\non the stock records of the Company (or to such other address as the Holder&#13;\nshall provide in writing), or&#13;\n                    (y) shall use its best efforts to cause its Transfer Agent,&#13;\nno later than the close of business on the following business day, and, in any&#13;\nevent shall cause its Transfer Agent, no later than the close of business on the&#13;\nsecond (2nd) business day (the "Deadline"), after receipt by the Company or the&#13;\nCustodian of a facsimile copy of a Notice of Conversion and receipt by the&#13;\nCompany or the Custodian of all necessary documentation duly executed and in&#13;\nproper form required for conversion, including the original Preferred Stock&#13;\nCertificates to be converted (or after provision for security or indemnification&#13;\nin the case of lost or&#13;\n&lt;PAGE&gt;&#13;\n &#13;\ndestroyed certificates, if required), to issue and surrender for either&#13;\novernight or (if delivery is outside the United States) two (2) day delivery to&#13;\nthe Holder at the address of the Holder as shown on the stock records of the&#13;\nCompany (or to such other address as the Holder shall provide in writing) a&#13;\ncountersigned certificate for the number of shares of Common Stock to which the&#13;\nHolder shall be entitled as aforesaid.&#13;\n                (iii) No Fractional Shares. If any conversion of the Series C&#13;\nPreferred Stock would create a fractional share of Common Stock or a right to&#13;\nacquire a fractional share of Common Stock, such fractional share shall be&#13;\ndisregarded and the number of shares of Common Stock issuable upon conversion,&#13;\nin the aggregate, shall be the next lower number of shares.&#13;\n                (iv) Date of Conversion. The date on which conversion occurs&#13;\n(the "Date of Conversion") shall be deemed to be the date set forth in such&#13;\nNotice of Conversion, provided (i) that the advance copy of the Notice of&#13;\nConversion is faxed to the Company or the Custodian before 11:59 p.m., New York&#13;\nCity time, on the Date of Conversion, and (ii) that the original Preferred Stock&#13;\nCertificates representing the shares of Series C Preferred Stock to be converted&#13;\nare surrendered by depositing such certificates with a common courier, for&#13;\ndelivery to the Company or the Custodian as provided above, as soon as&#13;\npracticable after the Date of Conversion. The person or persons entitled to&#13;\nreceive the shares of Common Stock issuable upon such conversion shall be&#13;\ntreated for all purposes as the record Holder or Holders of such shares of&#13;\nCommon Stock on the Date of Conversion.&#13;\n          (c) Reservation of Stock Issuable Upon Conversion.  The Company shall&#13;\nat all times reserve and keep available out of its authorized but unissued&#13;\nshares of Common Stock, solely for the purpose of effecting the conversion of&#13;\nthe Series C Preferred Stock, such number of its shares of Common Stock as shall&#13;\nfrom time to time be sufficient to effect the conversion of all then outstanding&#13;\nSeries C Preferred Stock; and if at any time the number of authorized but&#13;\nunissued shares of Common Stock shall not be sufficient to effect the conversion&#13;\nof all then outstanding shares of Series C Preferred Stock, the Company will&#13;\ntake such corporate action as may be necessary to increase its authorized but&#13;\nunissued shares of Common Stock to such number of shares as shall be sufficient&#13;\nfor such purpose.&#13;\n          (d) Automatic Conversion.  Each share of Series C Preferred Stock&#13;\noutstanding on the date which is three (3) years after the Last Closing Date or,&#13;\nif not a business day, the first business day thereafter ("Termination Date")&#13;\nautomatically shall either (i) be converted ("Automatic Conversion") into Common&#13;\nStock on such date at the Conversion Rate then in effect (calculated in&#13;\naccordance with the formula in Section 5(a) above), and the Termination Date&#13;\nshall be deemed the Date of Conversion with respect to such conversion or, at&#13;\nthe Company\'s option, (ii) be redeemed ("Automatic Redemption") by the Company&#13;\nfor cash in an amount equal to the Stated Value (as defined in Section 6(b)(i)&#13;\nbelow) of the shares of Series C Preferred Stock being redeemed.  If the Company&#13;\nelects to redeem, the Company shall send to the Holders of outstanding Series C&#13;\nPreferred Stock notice (the "Automatic Redemption Notice") on the fifth (5th)&#13;\nday immediately preceding the Termination Date, via facsimile of its intent to&#13;\neffect an Automatic Redemption of the outstanding Series C Preferred Stock.  If&#13;\nthe Company does not send such notice to Holder on such date, an Automatic&#13;\nConversion shall be deemed to have occurred.  If an Automatic Conversion occurs,&#13;\nthe Company and the Holders shall follow the applicable conversion procedures&#13;\nset forth in this Certificate of Designation; provided, however, that the&#13;\nHolders are not required to send the Notice of Conversion contemplated by&#13;\nSection 5(b).  If the Company elects to redeem, each Holder of&#13;\n&lt;PAGE&gt;&#13;\n &#13;\noutstanding Series C Preferred Stock shall send their certificates representing&#13;\nthe Series C Preferred Stock to the Company within five (5) days of the date of&#13;\nreceipt of the Automatic Redemption Notice from the Company, and the Company&#13;\nshall pay the applicable redemption price to each respective Holder within five&#13;\n(5) days of the receipt of such certificates.  The Company shall not be&#13;\nobligated to deliver the redemption price unless the certificates representing&#13;\nthe Series C Preferred Stock are delivered to the Company, or, in the event one&#13;\nor more certificates have been lost, stolen, mutilated or destroyed, unless the&#13;\nHolder has complied with Section 5(b)(i).  If the Company elects to redeem under&#13;\nthis Section 5(d) and the Company fails to pay the Holders the redemption price&#13;\nwithin five (5) days of the Termination Date as required by this Section 5(d),&#13;\nthen an Automatic Conversion shall be deemed to have occurred and, upon receipt&#13;\nof the Preferred Stock Certificates, the Company shall immediately deliver to&#13;\nthe Holders the certificates representing the number of shares of Common Stock&#13;\nto which the Holders would have been entitled upon Automatic Conversion.&#13;\n          (e)  Adjustment to Conversion Rate.&#13;\n               (i) Adjustment to Fixed Conversion Price Due to Stock Split,&#13;\nStock Dividend, Etc. If, prior to the conversion of all of the Series C&#13;\nPreferred Stock, the number of outstanding shares of Common Stock is increased&#13;\nby a stock split, stock dividend, or other similar event, the Fixed Conversion&#13;\nPrice shall be proportionately reduced, or if the number of outstanding shares&#13;\nof Common Stock is decreased by a combination or reclassification of shares, or&#13;\nother similar event, the Fixed Conversion Price shall be proportionately&#13;\nincreased.&#13;\n               (ii) Adjustment to Variable Conversion Price. If, at any time&#13;\nwhen any shares of the Series C Preferred Stock are issued and outstanding, the&#13;\nnumber of outstanding shares of Common Stock is increased or decreased by a&#13;\nstock split, stock dividend, or other similar event, which event shall have&#13;\ntaken place during the reference period for determination of the Conversion&#13;\nPrice for any conversion of the Series C Preferred Stock, then the Variable&#13;\nConversion Price shall be calculated giving appropriate effect to the stock&#13;\nsplit, stock dividend, combination, reclassification or other similar event for&#13;\nall five (5) trading days immediately preceding the Date of Conversion.&#13;\n              (iii) Adjustment Due to Merger, Consolidation, Etc.  If, prior to&#13;\nthe conversion of all Series C Preferred Stock, there shall be any merger,&#13;\nconsolidation, exchange of shares, recapitalization, reorganization, or other&#13;\nsimilar event, as a result of which shares of Common Stock of the Company shall&#13;\nbe changed into the same or a different number of shares of the same or another&#13;\nclass or classes of stock or securities of the Company or another entity or&#13;\nthere is a sale of all or substantially all the Company\'s assets or there is a&#13;\nChange of Control deemed not to be a Liquidation Event pursuant to section 4(c),&#13;\nthen the Holders of Series C Preferred Stock shall thereafter have the right to&#13;\nreceive upon conversion of Series C Preferred Stock, upon the basis and upon the&#13;\nterms and conditions specified herein and in lieu of the shares of Common Stock&#13;\nimmediately theretofore issuable upon conversion, such stock, securities and/or&#13;\nother assets which the Holder would have been entitled to receive in such&#13;\ntransaction had the Series C Preferred Stock been converted immediately prior to&#13;\nsuch transaction, and in any such case appropriate provisions shall be made with&#13;\nrespect to the rights and interests of the Holders of the Series C Preferred&#13;\nStock to the end that the provisions hereof (including, without limitation,&#13;\nprovisions for the adjustment of the Conversion Price and of the number of&#13;\nshares issuable upon conversion of the Series C Preferred Stock) shall&#13;\nthereafter be applicable, as nearly as may be practicable in relation to any&#13;\nsecurities thereafter deliverable upon the exercise hereof.  The Company shall&#13;\nnot effect any transaction described in this subsection 5(e)(iii) unless (a) it&#13;\nfirst gives thirty (30) business days prior notice of&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nsuch merger, consolidation, exchange of shares, recapitalization,&#13;\nreorganization, or other similar event (during which time the Holder shall be&#13;\nentitled to convert its shares of Series C Preferred Stock into Common Stock)&#13;\nand (b) the resulting successor or acquiring entity (if not the Company) assumes&#13;\nby written instrument the obligations of the Company under this Certificate of&#13;\nDesignation including this subsection 5(e)(iii).&#13;\n              (iv) No Fractional Shares. If any adjustment under this Section&#13;\n5(e) would create a fractional share of Common Stock or a right to acquire a&#13;\nfractional share of Common Stock, such fractional share shall be disregarded and&#13;\nthe number of shares of Common Stock issuable upon conversion shall be the next&#13;\nlower number of shares.&#13;\n     Section 6.  Redemption by Company.&#13;\n                 --------------------- &#13;\n            (a)  Company\'s Right to Redeem Upon Receipt of Notice of Conversion.&#13;\nIf the Conversion Price of the Company\'s Common Stock is less than the Fixed&#13;\nConversion Price (as defined in Section 5(a)), at the time of receipt of a&#13;\nNotice of Conversion pursuant to Section 5, the Company shall have the right, in&#13;\nits sole discretion, to redeem in whole or in part any Series C Preferred Stock&#13;\nsubmitted for conversion at the Redemption Rate (as defined below), immediately&#13;\nprior to and in lieu of conversion ("Redemption Upon Receipt of Notice of&#13;\nConversion").  If the Company elects to redeem some, but not all, of the Series&#13;\nC Preferred Stock submitted for conversion, the Company shall redeem from among&#13;\nthe Series C Preferred Stock submitted by the various shareholders for&#13;\nconversion on the applicable date, a pro-rata amount from each such Holder so&#13;\nsubmitting Series C Preferred Stock for conversion.&#13;\n                 (i) Redemption Price Upon Receipt of a Notice of Conversion.&#13;\nThe redemption price of Series C Preferred Stock under this Section 6(a) shall&#13;\nbe calculated as follows ("Redemption Rate"):&#13;\n          Redemption Rate = Stated Value x 117.6%&#13;\nwhere,&#13;\n     "Stated Value" shall have the same meaning as defined in Section 6(b)(i)&#13;\nbelow.&#13;\n                 (ii) Mechanics of Redemption Upon Receipt of Notice of&#13;\nConversion. The Company shall effect each such redemption by giving notice to&#13;\nthe Holder and to the Custodian of its election to redeem, by facsimile, by 5:00&#13;\np.m. New York City time the next business day following receipt of a Notice of&#13;\nConversion from a Holder, and the Company shall provide a copy of such&#13;\nredemption notice by overnight or two (2) day courier, to (A) the Holder of the&#13;\nSeries C Preferred Stock submitted for conversion at the address and facsimile&#13;\nnumber of such Holder appearing in the Company\'s register for the Series C&#13;\nPreferred Stock and (B) the Custodian. Such redemption notice shall indicate&#13;\nwhether the Company will redeem all or part of the Series C Preferred Stock&#13;\nsubmitted for conversion and the applicable redemption price.&#13;\n          (b) Company\'s Right to Redeem at its Election.  At any time,&#13;\ncommencing twelve (12) months and one (1) day after the Last Closing Date, the&#13;\nCompany shall have the right, in its sole discretion, to redeem ("Redemption at&#13;\nCompany\'s Election"), from time to time, any or all of the Series C Preferred&#13;\nStock; provided that (i) Company shall first provide thirty (30) business days&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nadvance written notice as provided in subparagraph 6(b)(ii) below (which can be&#13;\ngiven beginning thirty (30) business days prior to the date which is twelve (12)&#13;\nmonths and one (1) day after the Last Closing Date), and (ii) the Company shall&#13;\nonly be entitled to redeem Series C Preferred Stock having an aggregate Stated&#13;\nValue (as defined below) of at least One Million Five Hundred Thousand Dollars&#13;\n($1,500,000).  If the Company elects to redeem some, but not all, of the Series&#13;\nC Preferred Stock, the Company shall redeem a pro-rata amount from each Holder&#13;\nof the Series C Preferred Stock.&#13;\n               (i) Redemption Price At Company\'s Election. The "Redemption Price&#13;\nAt Company\'s Election" shall be calculated as a percentage of Stated Value, as&#13;\nthat term is defined below, of the Series C Preferred Stock redeemed pursuant to&#13;\nthis Section 6(b), which percentage shall vary depending on the date of&#13;\nRedemption at Company\'s Election (as defined below), and shall be determined as&#13;\nfollows:&#13;\n&lt;TABLE&gt; &#13;\n&lt;CAPTION&gt; &#13;\nDate of Notice of Redemption at Company\'s Election           % of Stated Value&#13;\n--------------------------------------------------           -----------------&#13;\n&lt;S&gt;                                                          &lt;C&gt;  &#13;\n12 months and 1 day to 18 months following Last Closing Date        130%&#13;\n18 months and 1 day to 24 months following Last Closing Date        125%&#13;\n24 months and 1 day to 30 months following Last Closing Date        120%&#13;\n30 months and 1 day to 36 months following Last Closing Date        115%&#13;\n&lt;/TABLE&gt; &#13;\n     For purposes hereof, "Stated Value" shall mean the Original Series C Issue&#13;\nPrice (as defined in Section 1) of the shares of Series C Preferred Stock being&#13;\nredeemed pursuant to this Section 6(b), together with the accrued but unpaid&#13;\nPremium (as defined in Section 4(a)).&#13;\n              (ii) Mechanics of Redemption at Company\'s Election. The Company&#13;\nshall effect each such redemption by giving at least thirty (30) business days&#13;\nprior written notice ("Notice of Redemption At Company\'s Election") to (A) the&#13;\nHolders of the Series C Preferred Stock selected for redemption, at the address&#13;\nand facsimile number of such Holder appearing in the Company\'s Series C&#13;\nPreferred stock register and (B) the Custodian, which Notice of Redemption At&#13;\nCompany\'s Election shall be deemed to have been delivered three (3) business&#13;\ndays after the Company\'s mailing (by overnight or two (2) day courier, with a&#13;\ncopy by facsimile) of such Notice of Redemption At Company\'s Election. Such&#13;\nNotice of Redemption At Company\'s Election shall indicate (i) the number of&#13;\nshares of Series C Preferred Stock that have been selected for redemption, (ii)&#13;\nthe date which such redemption is to become effective (the "Date of Redemption&#13;\nAt Company\'s Election") and (iii) the applicable Redemption Price At Company\'s&#13;\nElection, as defined in subsection (b)(i) above. Notwithstanding the above,&#13;\nHolder may convert into Common Stock pursuant to section 5, prior to the close&#13;\nof business on the Date of Redemption at Company\'s Election, any Series C&#13;\nPreferred Stock which it is otherwise entitled to convert, including Series C&#13;\nPreferred Stock that has been selected for redemption at Company\'s election&#13;\npursuant to this subsection 6(b); provided, however, that the Company shall&#13;\nstill be entitled to exercise its right to redeem upon receipt of a Notice of&#13;\nConversion pursuant to section 6(a).&#13;\n          (c) Company Must Have Immediately Available Funds or Credit&#13;\nFacilities.  The Company shall not be entitled to send any Redemption Notice and&#13;\nbegin the redemption procedure under Sections 6(a) and 6(b) unless it has:&#13;\n              (i) the full amount of the redemption price in cash, available in&#13;\na demand or other immediately available account in a bank or similar financial&#13;\ninstitution; or&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n             (ii) immediately available credit facilities, in the full amount of&#13;\nthe redemption price with a bank or similar financial institution; or&#13;\n            (iii) a firm commitment agreement with an underwriter to purchase&#13;\nfrom the Company a sufficient number of shares of stock to provide proceeds&#13;\nnecessary to redeem any stock that is not converted prior to redemption; or&#13;\n             (iv) a combination of the items set forth in (i), (ii) and (iii)&#13;\nabove, aggregating the full amount of the redemption price.&#13;\n          (d)  Payment of Redemption Price.&#13;\n               (i) Each Holder submitting Preferred Stock being redeemed under&#13;\nthis Section 6 shall send their Series C Preferred Stock Certificates so&#13;\nredeemed to the Custodian, and the Company shall pay the applicable redemption&#13;\nprice to that Holder within five (5) business days of the Date of Redemption at&#13;\nCompany\'s Election. The Company shall not be obligated to deliver the redemption&#13;\nprice unless the Preferred Stock Certificates so redeemed are delivered to the&#13;\nCustodian, or, in the event one (1) or more certificates have been lost, stolen,&#13;\nmutilated or destroyed, unless the Holder has complied with Section 5(b)(i).&#13;\n              (ii) If Company elects to redeem pursuant to Section 6(a) hereof,&#13;\nand Company fails to pay Holder the redemption price within the time frame as&#13;\nrequired by this Section 6(d), then Company shall issue shares of Common Stock&#13;\nto any such Holder who has submitted a Notice of Conversion in compliance with&#13;\nSection 5(b) hereof. The shares to be issued to Holder pursuant to this&#13;\nprovision shall be the number of shares determined using a Conversion Price (as&#13;\ndefined in Section 6 hereof) that equals the lesser of (i) the Conversion Price&#13;\non the date Holder sends its Notice of Conversion to Company and the Custodian&#13;\nvia facsimile or (ii) the Conversion Price on the date the Custodian issues&#13;\nCommon Stock pursuant to this Section 6(d)(ii).&#13;\n          (e)  Blackout Period.  Notwithstanding the foregoing, the Company may&#13;\nnot either send out a redemption notice or effect a redemption pursuant to&#13;\nSection 6(b) above during a Blackout Period (defined as a period during which&#13;\nthe Company\'s officers or directors would not be entitled to buy or sell stock&#13;\nbecause of their holding of material non-public information), unless the Company&#13;\nshall first publicly disclose the non-public information that resulted in the&#13;\nBlackout Period; provided, however, that no redemption shall be effected until&#13;\nat least ten (10) days after the Company shall have given the Holder written&#13;\nnotice that the Blackout Period has been lifted.&#13;\nSection 7.  Advance Notice of Redemption.&#13;\n            ---------------------------- &#13;\n            (a)  Holder\'s Right to Elect to Receive Notice of Cash Redemption by&#13;\nthe Company.  Holder shall have the right to require Company to provide advance&#13;\nnotice stating whether the Company will elect to redeem Holder\'s shares of&#13;\nSeries C Preferred Stock in cash, pursuant to the Company\'s redemption rights&#13;\ndiscussed in Section 6(a).&#13;\n            (b) Mechanics of Holder\'s Election Notice.  Holder shall send notice&#13;\n("Election Notice") to the Company and such other person(s) as the Company may&#13;\ndesignate, via facsimile, of the Holder\'s intention to require Company to&#13;\ndisclose that if Holder were to exercise his, her or its right of conversion&#13;\n(pursuant to Section 5) whether Company would elect to redeem a specific number&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nof shares of Holder\'s Series C Preferred Stock for cash in lieu of issuing&#13;\nCommon Stock.  Company is required to disclose to Holder what action Company&#13;\nwould take, as set forth in subsection 7(c) below.  The Holder is not bound to&#13;\nexercise his, her or its right of conversion by virtue of having delivered a&#13;\nnotice pursuant to this Section.&#13;\n            (c) Company\'s Response. Upon receipt by the Company of a facsimile&#13;\ncopy of an Election Notice, Company shall immediately send, via facsimile, a&#13;\nconfirmation of receipt of the Election Notice to Holder, which shall specify&#13;\nthat the Election Notice has been received and the name and telephone number of&#13;\na contact person at the Company whom the Holder should contact regarding&#13;\ninformation related to the requested advance notice. Thereafter, the Company&#13;\nmust respond by the close of business on the next business day following receipt&#13;\nof Holder\'s Election Notice (1) via facsimile and (2) by depositing such&#13;\nresponse with an overnight or two (2) day courier. The Company\'s response must&#13;\nstate whether it would redeem the shares, in whole or in part, or allow&#13;\nconversion into shares of Common Stock without redemption. If Company does not&#13;\nrespond to Holder within one (1) business day via facsimile and overnight or two&#13;\n(2) day courier, Company shall be required to issue to Holder Common Stock upon&#13;\nHolder\'s conversion within the subsequent three (3) business day period of&#13;\nHolder\'s Election Notice. However, if the Company\'s Common Stock price decreases&#13;\nso that under the Conversion Rate applicable to such conversion, Company would&#13;\nbe required to issue more than an additional ten percent (10%) of shares of&#13;\nCommon Stock than Holder would have been entitled to receive if Holder had sent&#13;\na Conversion Notice on the same date Holder sent Company its Election Notice,&#13;\nthen Company shall no longer be bound to convert Holder\'s Preferred Stock into&#13;\nCommon Stock but may elect to redeem for cash.&#13;\n     Section 8.  Voting Rights.  The Holders of the Series C Preferred Stock&#13;\n                 -------------                                              &#13;\nshall have no voting power whatsoever, except as otherwise provided by the&#13;\ncorporation law of the State of Colorado ("Colorado Law"), and no Holder of&#13;\nSeries C Preferred Stock shall vote or otherwise participate in any proceeding&#13;\nin which actions shall be taken by the Company or the shareholders thereof or be&#13;\nentitled to notification as to any meeting of the shareholders.&#13;\n     Notwithstanding the above, Company shall provide Holder with notification&#13;\nof any meeting of the shareholders regarding any major corporate events&#13;\naffecting the Company. In the event of any taking by the Company of a record of&#13;\nits shareholders for the purpose of determining shareholders who are entitled to&#13;\nreceive payment of any dividend or other distribution, any right to subscribe&#13;\nfor, purchase or otherwise acquire any share of any class or any other&#13;\nsecurities or property (including by way of merger, consolidation or&#13;\nreorganization), or to receive any other right, or for the purpose of&#13;\ndetermining shareholders who are entitled to vote in connection with any&#13;\nproposed sale, lease or conveyance of all or substantially all of the assets of&#13;\nthe Company, or any proposed liquidation, dissolution or winding up of the&#13;\nCompany, the Company shall mail a notice to Holder, at least ten (10) days prior&#13;\nto the record date specified therein, of the date on which any such record is to&#13;\nbe taken for the purpose of such dividend, distribution, right or other event,&#13;\nand a brief statement regarding the amount and character of such dividend,&#13;\ndistribution, right or other event to the extent known at such time.&#13;\n     To the extent that under Colorado Law the vote of the Holders of the Series&#13;\nC Preferred Stock, voting separately as a class, is required to authorize a&#13;\ngiven action of the Company, the affirmative vote or consent of the Holders of&#13;\nat least a majority of the shares of the Series C Preferred Stock represented at&#13;\na duly held meeting at which a quorum is present or by written consent of a&#13;\nmajority of the shares of Series C Preferred Stock (except as otherwise may be&#13;\nrequired&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nunder Colorado Law) shall constitute the approval of such action by the class.&#13;\nTo the extent that under Colorado Law the Holders of the Series C Preferred&#13;\nStock are entitled to vote on a matter with holders of Common Stock, voting&#13;\ntogether as one (1) class, each share of Series C Preferred Stock shall be&#13;\nentitled to a number of votes equal to the number of shares of Common Stock into&#13;\nwhich it is then convertible using the record date for the taking of such vote&#13;\nof stockholders as the date as of which the Conversion Price is calculated.&#13;\nHolders of the Series C Preferred Stock also shall be entitled to notice of all&#13;\nshareholder meetings or written consents with respect to which they would be&#13;\nentitled to vote, which notice would be provided pursuant to the Company\'s by-&#13;\nlaws and applicable statutes.&#13;\n     Section 9.  Protective Provision.  So long as shares of Series C Preferred&#13;\n                 --------------------                                          &#13;\nStock are outstanding, the Company shall not without first obtaining the&#13;\napproval (by vote or written consent, as provided by Colorado Law) of the&#13;\nHolders of at least seventy-five percent (75%) of the then outstanding shares of&#13;\nSeries C Preferred Stock, and at least seventy-five percent (75%) of the then&#13;\noutstanding Holders:&#13;\n             (a) alter or change the rights, preferences or privileges of the&#13;\nSeries C Preferred Stock or any other Securities so as to affect adversely the&#13;\nSeries C Preferred Stock;&#13;\n             (b) create any new class or series of stock having a preference&#13;\nover or on parity with the Series C Preferred Stock with respect to&#13;\nDistributions (as defined in Section 2 above) or increase the size of the&#13;\nauthorized number of Series C Preferred; or&#13;\n             (c) do any act or thing not authorized or contemplated by this&#13;\nCertificate of Designation which would result in taxation of the holders of&#13;\nshares of the Series C Preferred Stock under Section 305 of the Internal Revenue&#13;\nCode of 1986, as amended (or any comparable provision of the Internal Revenue&#13;\nCode as hereafter from time to time amended).&#13;\n             (d) issue any additional shares of the Series C Preferred Stock&#13;\nafter the Last Closing Date.&#13;\n  In the event Holders of at least seventy-five percent (75%) of the then&#13;\noutstanding shares of Series C Preferred Stock and at least seventy-five percent&#13;\n(75%) of the then outstanding Holders agree to allow the Company to alter or&#13;\nchange the rights, preferences or privileges of the shares of Series C Preferred&#13;\nStock, pursuant to subsection (a) above, so as to affect the Series C Preferred&#13;\nStock, then the Company will deliver notice of such approved change to the&#13;\nHolders of the Series C Preferred Stock that did not agree to such alteration or&#13;\nchange (the "Dissenting Holders") and Dissenting Holders shall have the right&#13;\nfor a period of thirty (30) business days to convert pursuant to the terms of&#13;\nthis Certificate of Designation as they exist prior to such alteration or change&#13;\n(notwithstanding the holding requirements set forth in Section 5(a) hereof), or&#13;\ncontinue to hold their shares of Series C Preferred Stock.&#13;\n     Section 10.  Status of Converted or Redeemed Stock.  In the event any&#13;\n                  -------------------------------------                   &#13;\nshares of Series C Preferred Stock shall be converted or redeemed pursuant to&#13;\nSection 5 or Section 6 hereof, the shares so converted or redeemed shall be&#13;\ncanceled, shall return to the status of authorized but unissued Preferred Stock&#13;\nof no designated series, and shall not be issuable by the Company as Series C&#13;\nPreferred Stock.&#13;\n&lt;PAGE&gt;&#13;\n &#13;\n     Section 11.  Preference Rights.  Nothing contained herein shall be&#13;\n                  -----------------                                    &#13;\nconstrued to prevent the Board of Directors of the Company from issuing one (1)&#13;\nor more series of Preferred Stock with dividend and/or liquidation preferences&#13;\njunior to the dividend and liquidation preferences of the Series C Preferred&#13;\nStock.&#13;\n     Section 12.  Events of Default.  Upon the occurrence of and during the&#13;\n                  -----------------                                        &#13;\ncontinuation of an Event of Default (as defined below) and upon delivery of a&#13;\nnotice of acceleration by any Holder, the Company shall pay to the Holder an&#13;\namount (the "Acceleration Payment") equal to one hundred thirty percent (130%)&#13;\nof the Stated Value of the Holder\'s outstanding Series C Preferred Stock to the&#13;\ndate of payment and all other amounts payable hereunder shall immediately become&#13;\ndue and payable, all without demand, presentment, or notice, all of which hereby&#13;\nare expressly waived, together with all costs, including, without limitation,&#13;\nlegal fees and expenses, of collection, and the Holder shall be entitled to&#13;\nexercise all other rights and remedies available at law or equity.&#13;\n     If the Company fails to pay any amounts due pursuant to this Section 12&#13;\nwithin five (5) business days of such amounts being due and payable, then the&#13;\nHolder shall have the right at any time, so long as the Company remains in&#13;\ndefault, to require the Company, upon written notice, to immediately issue, in&#13;\nlieu of such amounts, the number of shares of Common Stock of the Company equal&#13;\nto the amounts owed by Company to the Holder divided by the Conversion Price&#13;\nthen in effect on the date the Company issues shares pursuant to this Section&#13;\n12.&#13;\n     The Company shall be required promptly upon its knowledge of an Event of&#13;\nDefault hereunder to give notice of such Event of Default to the Holder hereof.&#13;\n     An "Event of Default" shall mean the following:&#13;\n          (a) Conversion.  If the Company fails to issue shares of Common Stock&#13;\nto any Holder upon exercise by such Holder of the Conversion Rights of the&#13;\nHolder in accordance with the terms of this Certificate of Designation, fails to&#13;\ntransfer any certificate for shares of Common Stock issued to any Holder upon&#13;\nconversion of any Preferred Stock and when required by the Certificate of&#13;\nDesignation or fails to remove any restrictive legend on any certificate for any&#13;\nshares of Common Stock issued to a Holder upon conversion of any Preferred Stock&#13;\nas and when required by this Certificate of Designation or any Subscription&#13;\nAgreement by and between Company and Holders and any such failure shall continue&#13;\nuncured for ten (10) business days;&#13;\n          (b) Breach of Covenant.  If the Company breached any material covenant&#13;\nor other material term or condition of this Certificate of Designation or any&#13;\nSubscription Agreement by and between Company and Holder (including the failure&#13;\nto have enough stock available for issuance upon conversion), and such breach&#13;\ncontinues for a period of ten (10) business days after written notice thereof to&#13;\nthe Company from the Holder;&#13;\n          (c) Breach of Representations and Warranties.  Any representation or&#13;\nwarranty of the Company made herein or in any agreement, statement or&#13;\ncertificate given in writing pursuant hereto or in connection herewith&#13;\n(including, without limitation, any Subscription Agreement by and between&#13;\nCompany and Holder), shall be false or misleading in any material respect when&#13;\nmade;&#13;\n          (d) Receiver or Trustee.  The Company or any subsidiary of the Company&#13;\nshall make an assignment for the benefit of creditors, or apply for or consent&#13;\nto the appointment of a&#13;\n&lt;PAGE&gt;&#13;\n &#13;\nreceiver or trustee for it or for a substantial part of its property or&#13;\nbusiness; or such a receiver or trustee shall otherwise be appointed;&#13;\n          (e) Judgments.  Any money judgment, writ or similar process shall be&#13;\nentered or filed against the Company or any subsidiary of the Company or any of&#13;\nits property or other assets for more than Five Hundred Thousand Dollars&#13;\n($500,000), and shall remain unvacated, unbonded or unstayed for a period or&#13;\ntwenty (20) days unless otherwise consented to by the Holder, which consent will&#13;\nnot be unreasonably withheld; or&#13;\n          (f) Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation&#13;\nproceedings or other proceedings for relief under any bankruptcy law or any law&#13;\nfor the relief or debtors shall be instituted by or against the Company or any&#13;\nsubsidiary of the Company.&#13;\n     Section 13.  Future Offering of Securities.  In the event that in a capital&#13;\n                  -----------------------------                                 &#13;\nraising transaction, the Company, after the date of this Certificate, issues any&#13;\nCommon Stock or debt or equity securities convertible into Common Stock&#13;\n(collectively referred to hereinafter as "Future Equity") and such shares of&#13;\nCommon Stock are or will become freely tradable on or prior to eight (8) months&#13;\nfollowing the Last Closing Date pursuant to a registration statement or pursuant&#13;\nto an exemption from the registration requirements of the Securities Act of&#13;\n1933, the Holders of the outstanding Series C Preferred Stock shall have the&#13;\nright, on the date of the closing of such Future Equity transaction and at any&#13;\ntime thereafter, to convert any or all of its outstanding Series C Preferred&#13;\nStock into Common Stock pursuant to the terms of this Certificate of Designation&#13;\n(notwithstanding the holding requirements set forth in Section 5(a) hereof).&#13;\nSigned on December 16, 1996&#13;\n                                     /s/ Gordon J. Sales&#13;\n                                    --------------------&#13;\n                                    Gordon J. Sales, President and CEO&#13;\nAttest:&#13;\n /s/ Alan M. Smith&#13;\n------------------&#13;\nAlan M. Smith, Secretary</Conte nt></FilingToolDoc>'

CountVectorizer converts text documents to a matrix representation of token counts. It takes a list of "strings" as input and creates a matrix

no. of documents X vocabulary


In [7]:
from sklearn.feature_extraction.text import CountVectorizer
count_vect = CountVectorizer()
X = count_vect.fit_transform(train_data)

You can take a look at the dimensions of the matrix and the vocabulary that it has created


In [8]:
print(X.shape)
count_vect.vocabulary_


(1417, 46074)
Out[8]:
{'filingtooldoc': 22479,
 'root': 37525,
 'name': 30804,
 'document': 19060,
 'wk': 44838,
 'pid': 33860,
 'sec': 38343,
 '0000927356': 299,
 '97': 9723,
 '000018': 78,
 'meta': 29867,
 'xmlns': 45084,
 'http': 25097,
 'www': 45008,
 'wolterskluver': 44876,
 'com': 15837,
 'namespace': 30812,
 'extention': 21917,
 'txt': 42386,
 'original': 32672,
 'size': 39122,
 '158321': 3356,
 'exhibit': 21642,
 'articles': 12243,
 'of': 32117,
 'incorporation': 25873,
 'type': 42392,
 'filing': 22476,
 'updated': 43140,
 '2016': 4148,
 '07': 1913,
 '28t12': 5141,
 '25': 4784,
 '52': 7257,
 '419497': 6553,
 '05': 1799,
 '00': 0,
 'source': 39413,
 'accession': 10301,
 'number': 31822,
 'date': 17597,
 '1997': 3917,
 '01': 1412,
 '10': 2128,
 'form': 22860,
 'group': 24111,
 'annual': 11679,
 'amp': 11473,
 'quarterly': 35339,
 'reports': 36673,
 'cik': 15363,
 '0000745655': 159,
 'author': 12741,
 'intercell': 26453,
 'corp': 16797,
 'ticker': 41557,
 'symbol': 40738,
 'cctr': 14853,
 'issue': 26930,
 'market': 29365,
 'otc': 32800,
 'sic': 38908,
 'code': 15699,
 '4813': 6888,
 'telephone': 41122,
 'communications': 15953,
 'except': 21490,
 'radiotelephone': 35457,
 'region': 36227,
 'colorado': 15824,
 'incorporated': 25868,
 'nevada': 31167,
 'state': 39814,
 'silent': 38992,
 'update': 43139,
 'true': 42233,
 'filer': 22470,
 'small': 39209,
 'reporting': 36672,
 'company': 15971,
 'file': 22467,
 '000': 1,
 '14306': 3107,
 'filename': 22469,
 'doctitle': 19051,
 'content': 16552,
 'documenttype': 19069,
 'sequence': 38550,
 'ex': 21246,
 'description': 18217,
 'indexing': 25972,
 'lt': 28983,
 'page': 33110,
 'gt': 24173,
 '13': 2908,
 'corporation': 16813,
 'know': 27683,
 'all': 11229,
 'men': 29763,
 'by': 14331,
 'these': 41428,
 'present': 34526,
 'that': 41331,
 'the': 41336,
 'undersigning': 42763,
 'incorporator': 25875,
 'being': 13288,
 'natural': 30886,
 'person': 33679,
 'age': 10930,
 'eighteen': 19875,
 'years': 45179,
 'or': 32580,
 'more': 30417,
 'and': 11538,
 'desiring': 18252,
 'to': 41728,
 'body': 13822,
 'corporate': 16806,
 'under': 42733,
 'laws': 28089,
 'does': 19079,
 'hereby': 24650,
 'sign': 38944,
 'verify': 43735,
 'deliver': 17985,
 'in': 25735,
 'duplicate': 19381,
 'secretary': 38366,
 'article': 12238,
 'shall': 38712,
 'be': 13168,
 'ii': 25476,
 'period': 33618,
 'duration': 19393,
 'this': 41462,
 'exist': 21752,
 'perpetuity': 33666,
 'from': 23088,
 'after': 10910,
 'with': 44790,
 'unless': 42943,
 'dissolved': 18886,
 'according': 10338,
 'law': 28073,
 'iii': 25478,
 'objects': 31962,
 'purposes': 35182,
 'for': 22785,
 'which': 44622,
 'said': 37945,
 'is': 26847,
 'organized': 32658,
 'nature': 30889,
 'business': 14292,
 'carried': 14669,
 'on': 32349,
 'it': 26954,
 'are': 12105,
 'as': 12272,
 'follows': 22763,
 'engage': 20398,
 'carry': 14679,
 'any': 11805,
 'activity': 10523,
 'related': 36371,
 'thereto': 41408,
 'general': 23531,
 'lawful': 28080,
 'have': 24483,
 'exercise': 21602,
 'powers': 34291,
 'rights': 37271,
 'conferred': 16252,
 'upon': 43161,
 'corporations': 16815,
 'formed': 22879,
 'such': 40406,
 'iv': 27030,
 'capital': 14584,
 'aggregate': 10959,
 'shares': 38748,
 'authority': 12756,
 'fifty': 22457,
 'million': 30028,
 '50': 7078,
 'no': 31362,
 'par': 33178,
 'value': 43523,
 'common': 15935,
 'stock': 39995,
 'designated': 18230,
 'dividends': 18983,
 'cash': 14706,
 'property': 34875,
 'may': 29534,
 'paid': 33116,
 'when': 44595,
 'declared': 17765,
 'board': 13804,
 'directors': 18591,
 'out': 32877,
 'funds': 23210,
 'extent': 21916,
 'manner': 29285,
 'permitted': 33655,
 'distribution': 18931,
 'liquidation': 28628,
 'dissolution': 18883,
 'winding': 44740,
 'up': 43133,
 'paying': 33406,
 'adequately': 10602,
 'providing': 35005,
 'payment': 33410,
 'its': 27016,
 'obligations': 31980,
 'remainder': 36455,
 'assets': 12374,
 'distributed': 18924,
 'either': 19956,
 'kind': 27611,
 'pro': 34683,
 'rata': 35566,
 'holders': 24902,
 'time': 41610,
 'distribute': 18923,
 'shareholders': 38742,
 'partial': 33252,
 'stated': 39816,
 'surplus': 40617,
 'portion': 34199,
 'compliance': 16063,
 'limitations': 28561,
 'imposed': 25685,
 'voting': 44179,
 'cumulative': 17233,
 'each': 19488,
 'outstanding': 32926,
 'share': 38732,
 'entitled': 20538,
 'one': 32374,
 'vote': 44171,
 'fractional': 22966,
 'corresponding': 16849,
 'matter': 29482,
 'submitted': 40259,
 'not': 31575,
 'allowed': 11292,
 'election': 19996,
 'denial': 18056,
 'pre': 34364,
 'emptive': 20245,
 'holder': 24899,
 'whether': 44618,
 'now': 31665,
 'hereafter': 24646,
 'authorized': 12765,
 'preferential': 34438,
 'right': 37267,
 'acquire': 10471,
 'securities': 38404,
 'including': 25827,
 'held': 24591,
 'treasury': 42117,
 'restrictions': 36971,
 'transfer': 42023,
 'impose': 25684,
 'disposition': 18827,
 'encumbrance': 20308,
 'bequethal': 13379,
 'classes': 15501,
 'contract': 16595,
 'other': 32814,
 'transaction': 42001,
 'between': 13500,
 'firm': 22575,
 'association': 12419,
 'entity': 20544,
 'officers': 32160,
 'financially': 22512,
 'interested': 26474,
 'void': 44054,
 'voidable': 44055,
 'solely': 39326,
 'because': 13198,
 'relationship': 36381,
 'interest': 26473,
 'at': 12458,
 'meeting': 29710,
 'committee': 15927,
 'thereof': 41401,
 'authorizes': 12766,
 'approves': 11987,
 'ratifies': 35582,
 'their': 41356,
 'votes': 44176,
 'counted': 16906,
 'purpose': 35180,
 'if': 25389,
 'fact': 22077,
 'disclosed': 18681,
 'known': 27692,
 'consent': 16361,
 'sufficient': 40435,
 'without': 44821,
 'counting': 16928,
 'consents': 16366,
 'they': 41434,
 'authorize': 12764,
 'approve': 11984,
 'ratify': 35583,
 'written': 44983,
 'fair': 22107,
 'reasonable': 35758,
 'determining': 18321,
 'presence': 34525,
 'quorum': 35399,
 'vi': 43888,
 'opportunity': 32537,
 'members': 29747,
 'management': 29235,
 'subject': 40211,
 'doctrine': 19054,
 'opportunities': 32536,
 'only': 32401,
 'insofar': 26288,
 'applies': 11917,
 'has': 24454,
 'expressed': 21888,
 'an': 11495,
 'determined': 18316,
 'evidenced': 21218,
 'resolutions': 36867,
 'appearing': 11881,
 'minutes': 30096,
 'once': 32359,
 'areas': 12107,
 'delineated': 17974,
 'within': 44816,
 'come': 15851,
 'attention': 12550,
 'promptly': 34839,
 'made': 29133,
 'available': 12816,
 'reject': 36358,
 'presented': 34531,
 'thereafter': 41389,
 'officer': 32158,
 'director': 18587,
 'member': 29745,
 'avail': 12810,
 'himself': 24790,
 'until': 43091,
 'item': 26970,
 'through': 41515,
 'area': 12106,
 'free': 23025,
 'own': 33041,
 'limit': 28555,
 'continue': 16579,
 'existing': 21758,
 'prior': 34651,
 'provision': 35014,
 'construed': 16472,
 'release': 36394,
 'employee': 20222,
 'than': 41323,
 'duties': 19416,
 'he': 24520,
 'vii': 43941,
 'indemnification': 25940,
 'others': 32820,
 'indemnify': 25946,
 'fiduciary': 22440,
 'agent': 10944,
 'his': 24828,
 'heirs': 24586,
 'executors': 21575,
 'administrators': 10684,
 'against': 10923,
 'expenses': 21819,
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 'party': 33300,
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 'having': 24488,
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 'shareholder': 38740,
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 'class': 15498,
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 'severability': 38643,
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 'paragraph': 33187,
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 'john': 27253,
 'williams': 44713,
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 'names': 30811,
 'addresses': 10588,
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 'successors': 40403,
 'elected': 19991,
 'qualify': 35316,
 'table': 40826,
 'caption': 14606,
 '1534': 3291,
 'co': 15667,
 'michael': 29948,
 'lancaster': 27941,
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 'hershel': 24699,
 'oliver': 32264,
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 'yellowjacket': 45185,
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 'cahone': 14430,
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 'honaker': 24930,
 '27229': 4976,
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 'hartle': 24446,
 '1525': 3280,
 'xii': 45067,
 'russell': 37810,
 'cline': 15583,
 'suite': 40457,
 '201': 4089,
 'bank': 13005,
 'building': 14220,
 '1041': 2247,
 'blake': 13729,
 'street': 40088,
 'denver': 18085,
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 'witness': 44830,
 'whereof': 44607,
 'above': 10181,
 'named': 30805,
 'signed': 38964,
 '4th': 7065,
 'day': 17633,
 'october': 32091,
 '1983': 3887,
 'russel': 37809,
 'ss': 39653,
 'county': 16932,
 'undersigned': 42762,
 'notary': 31586,
 'public': 35105,
 'certify': 15009,
 'personally': 33686,
 'appeared': 11878,
 'before': 13238,
 'me': 29631,
 'duly': 19362,
 'sworn': 40729,
 'foregoing': 22821,
 'was': 44363,
 'voluntary': 44088,
 'act': 10495,
 'deed': 17818,
 'statements': 39822,
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 'contained': 16517,
 'my': 30690,
 'hand': 24338,
 'official': 32165,
 'seal': 38315,
 'commission': 15911,
 'expires': 21843,
 'january': 27110,
 '27': 4958,
 '1985': 3890,
 'roxanne': 37607,
 'owens': 33031,
 '1401': 3060,
 'st': 39712,
 'notarial': 31579,
 'amendment': 11417,
 'pursuant': 35188,
 'provisions': 35018,
 'section': 38376,
 '109': 2339,
 'adopts': 10718,
 'following': 22762,
 'second': 38348,
 'adopted': 10711,
 'march': 29319,
 '1984': 3888,
 'prescribed': 34517,
 'read': 35688,
 'eighty': 19881,
 '80': 8871,
 'bequeathal': 13377,
 'third': 41451,
 'adoption': 10715,
 '100': 2129,
 'fourth': 22945,
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 'were': 44524,
 'fifth': 22454,
 'voted': 44173,
 'sixth': 39117,
 'respectively': 36890,
 'seventh': 38638,
 'set': 38604,
 'forth': 22905,
 'exchange': 21510,
 'reclassification': 35893,
 'cancellation': 14525,
 'issued': 26931,
 'provided': 34996,
 'effected': 19778,
 'applicable': 11906,
 'eighth': 19878,
 'effects': 19786,
 'change': 15107,
 'amount': 11470,
 'dated': 17600,
 '23': 4595,
 'william': 44712,
 'fulks': 23170,
 'president': 34547,
 'karen': 27468,
 'petit': 33728,
 'montezuma': 30390,
 'kay': 27492,
 'herrmann': 24694,
 'acknowledged': 10428,
 'she': 38766,
 'uses': 43288,
 'facts': 22088,
 'here': 24641,
 'unto': 43093,
 '23rd': 4665,
 '19': 3759,
 '87': 9198,
 '14755': 3171,
 'dolores': 19097,
 '81323': 8952,
 'september': 38546,
 '1987': 3894,
 'adding': 10569,
 'new': 31176,
 'xiii': 45068,
 'limitation': 28560,
 'liability': 28426,
 'liable': 28429,
 'stockholders': 40006,
 'monetary': 30357,
 'damages': 17524,
 'breach': 14033,
 'duty': 19419,
 'notwithstanding': 31642,
 'loyalty': 28945,
 'acts': 10528,
 'omissions': 32309,
 'good': 23918,
 'faith': 22117,
 'involve': 26702,
 'intentional': 26437,
 'misconduct': 30131,
 'knowing': 27686,
 'violation': 43967,
 '114': 2530,
 'derived': 18185,
 'improper': 25713,
 'personal': 33681,
 'benefit': 13357,
 'repeal': 36634,
 'apply': 11918,
 'effect': 19776,
 'alleged': 11236,
 'occurring': 32068,
 'approval': 11982,
 'provide': 34995,
 'nor': 31528,
 'december': 17734,
 '15': 3226,
 '22nd': 4582,
 '1989': 3898,
 '15442': 3305,
 'road': 37401,
 'cc': 14793,
 'pleasant': 34012,
 'view': 43933,
 '14': 3054,
 '1992': 3907,
 'see': 38418,
 'attached': 12520,
 'hereto': 24670,
 'specifically': 39495,
 'reference': 36117,
 'unlegible': 42941,
 '__________': 9874,
 'laura': 28059,
 'hilton': 24784,
 'entirety': 20531,
 'proprietary': 34915,
 'reverse': 37103,
 'split': 39566,
 'basis': 13105,
 '150': 3227,
 'divided': 18976,
 'into': 26579,
 'collectively': 15795,
 'referred': 36128,
 'per': 33558,
 'preferred': 34441,
 'also': 11318,
 'individual': 26017,
 'respective': 36888,
 'appropriately': 11974,
 'limited': 28563,
 'resolution': 36866,
 'consideration': 16389,
 'money': 30361,
 'tangible': 40918,
 'intangible': 26405,
 'labor': 27881,
 'services': 38592,
 'actually': 10533,
 'performed': 33603,
 'determine': 18315,
 'sole': 39324,
 'judgment': 27350,
 'necessity': 31043,
 'nonassessable': 31419,
 'event': 21188,
 'become': 13205,
 'redeem': 36026,
 'then': 41364,
 'price': 34606,
 'preferences': 34436,
 'relative': 36383,
 'issuance': 26928,
 'sate': 38068,
 'previous': 34595,
 'limiting': 28566,
 'authorization': 12762,
 'must': 30662,
 'designate': 18229,
 'established': 21032,
 'secondly': 38353,
 'fix': 22619,
 'inclusive': 25832,
 'title': 41671,
 'revised': 37123,
 'states': 39825,
 'generality': 23533,
 'includes': 25822,
 'fixing': 22625,
 'rate': 35570,
 'dividend': 18978,
 'begin': 13252,
 'accruing': 10372,
 'redeemed': 36030,
 'redeemable': 36029,
 'redemption': 36043,
 'terms': 41255,
 'conditions': 16222,
 'establish': 21030,
 'sinking': 39066,
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 'make': 29195,
 'purchase': 35151,
 'payable': 33393,
 'voluntarily': 44086,
 'involuntarily': 26699,
 'conversion': 16689,
 'privileges': 34678,
 'convertible': 16699,
 'adjustment': 10654,
 'additional': 10575,
 'privilege': 34676,
 'irrespective': 26822,
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 'same': 37997,
 'reduce': 36073,
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 'those': 41487,
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 'partially': 33253,
 'non': 31407,
 'case': 14703,
 'intervals': 26558,
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 'dates': 17607,
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 'apart': 11840,
 'accruals': 10367,
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 'proceeds': 34715,
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 'firms': 22582,
 'acquired': 10472,
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 'aside': 12317,
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 'insufficient': 26375,
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 'satisfaction': 38077,
 '06': 1853,
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 'possible': 34238,
 'assist': 12401,
 'efforts': 19804,
 'use': 43276,
 ...}

In [9]:
X.toarray()


Out[9]:
array([[ 9, 39,  0, ...,  0,  0,  0],
       [ 1, 11,  0, ...,  0,  0,  0],
       [ 2,  2,  0, ...,  0,  0,  0],
       ..., 
       [ 1,  0,  0, ...,  0,  0,  0],
       [ 1,  0,  0, ...,  0,  0,  0],
       [ 1,  0,  0, ...,  0,  0,  0]], dtype=int64)

In [10]:
from sklearn.feature_extraction.text import TfidfTransformer
tf = TfidfTransformer(sublinear_tf=True)
X_train_tf = tf.fit_transform(X)
X_train_tf.shape


Out[10]:
(1417, 46074)

In [11]:
X_train_tf.toarray()


Out[11]:
array([[ 0.01223872,  0.0236456 ,  0.        , ...,  0.        ,
         0.        ,  0.        ],
       [ 0.01188943,  0.05351074,  0.        , ...,  0.        ,
         0.        ,  0.        ],
       [ 0.01309894,  0.01735026,  0.        , ...,  0.        ,
         0.        ,  0.        ],
       ..., 
       [ 0.01325197,  0.        ,  0.        , ...,  0.        ,
         0.        ,  0.        ],
       [ 0.00578805,  0.        ,  0.        , ...,  0.        ,
         0.        ,  0.        ],
       [ 0.0335436 ,  0.        ,  0.        , ...,  0.        ,
         0.        ,  0.        ]])

In [12]:
# docs_test = ["God is great", "Retina scan gives early diagnosis about diabetes"]
# X_test = count_vect.transform(docs_test)
# X_tf_test = tf.transform(X_test)

X_test = count_vect.transform(test_data)
X_test_tf = tf.transform(X_test)
X_test_tf.shape


Out[12]:
(355, 46074)

In [13]:
# from sklearn.naive_bayes import MultinomialNB
# clf = MultinomialNB()
# clf.fit(X_train_tf,all_of_it.target[:num])

In [14]:
from sklearn import svm
clf = svm.SVC(decision_function_shape="ovo", C = 10000.0, kernel='rbf',gamma = 0.6)
clf.fit(X_train_tf, all_of_it.target[:num])


Out[14]:
SVC(C=10000.0, cache_size=200, class_weight=None, coef0=0.0,
  decision_function_shape='ovo', degree=3, gamma=0.6, kernel='rbf',
  max_iter=-1, probability=False, random_state=None, shrinking=True,
  tol=0.001, verbose=False)

In [15]:
# from sklearn.externals import joblib
# modelfile = "20-news-svm.sav"
# joblib.dump(clf,modelfile)

# loadedmodel = joblib.load(modelfile)

In [16]:
print(clf.score(X_test_tf, all_of_it.target[num:]))
# predict = clf.predict(X_test_tf)
# for text, category in zip(docs_test,predict):
#     print(text + "\tbelongs to:\t" + all_of_it.target_names[category])


1.0

In [17]:
# all_of_it.target_names[int(clf.predict(tf.fit_transform(count_vect.transform(f.read()))))]
HOME_DIR = "D:\kaam\AdditionalParsedTest"
import os
print("File:\tClassification:")
for home,subdir,files in os.walk(HOME_DIR):
    for file in files:
        with open(os.path.join(HOME_DIR, file)) as f:
                print(file + "\t" + all_of_it.target_names[int(clf.predict(tf.transform(count_vect.transform([f.read()]))))])


File:	Classification:
AOI1.txt	AoI
AOI2.txt	AoI
AOI3.txt	AoI
AOI4.txt	AoI
AOI5.txt	AoI
MC1.txt	MC
MC2.txt	MC
MC3.txt	MC
MC4.txt	MC
MC5.txt	MC

In [ ]: