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                                  EXHIBIT 3(ii)







                          ARTICLE XI: DIVESTITURE PLAN

     SECTION 11.1.  UNSUITABLE OR PROHIBITED  BENEFICIAL  OWNERS. So long as the
Corporation holds, whether directly or indirectly, a license from a governmental
agency to conduct its business, which license is conditioned upon some or all of
the holders of the Corporation's  shares not being subject to a determination of
unsuitability  or  disqualification  by any  governmental  agency  issuing  such
license,  any and all of the Corporation's  shares held by any person or persons
subject to a determination of unsuitability or disqualification (the "Prohibited
Shareholder") shall be subject to redemption, by the Corporation,  at its option
and in its sole  discretion,  to the extent  necessary  to  prevent  loss of any
license or to reinstate any license.

     SECTION 11.2 REDEMPTION  PROCESS.  If the Company learns or receives notice
that one of its shareholders is prohibited by relevant statute or administrative
rule,   in  any   jurisdiction,   from  owning   Shares  in  the  Company   (the
"Notification"),  the Board shall compel the Prohibited  Shareholder to sell all
Shares of the Company then owned by the  Prohibited  Shareholder  to the Company
(the "Redeemed Shares") and the Company shall purchase such Redeemed Shares from
the Prohibited Shareholder within ninety (90) days of the Notification.

     To redeem the Redeemed  Shares from the Prohibited  Shareholder,  the Board
shall, within ten (10) days of the Notification:

     1. Identify the number of Shares held by the Prohibited Shareholder;

     2. Submit notice to the Prohibited  Shareholder of the Company's  intent to
divest  the  Prohibited  Shareholder  and an offer to  repurchase  the  Redeemed
Shares:

          a. Such notice shall:

               i. identify the number of Redeemed Shares owned by the Prohibited
          Shareholder;

               ii. identify the Redemption Price;

               iii. identify the date of the Notification; and

               iv. notify the Prohibited Shareholder that the redemption must be
          completed within ninety (90) days of the Notification.

     3.  Tender  payment  of  the  Redemption  Price,  provided  the  Prohibited
Shareholder agrees to voluntarily sell the Redeemed Shares to the Company; and

     4. If the Board is unable to complete the  purchase of the Redeemed  Shares
within  ninety (90) days of the  Notification,  the Board shall pursue all legal
remedies to enforce the provisions of this Section 11.2

     SECTION 11.3 REDEMPTION PRICE. The Company shall repurchase the Repurchased
Shares from the  Prohibited  Shareholder  at Fair Market Value (the  "Redemption
Price") provided the Prohibited  Shareholder  voluntarily  accepts the Company's
offer  regarding  divestment.  Fair Market Value shall mean, the average closing
price of such shares as reported  on the  primary  exchange or trading  platform
which shares of this Corporation's  common stock are quoted or traded for the 30
trading days immediately preceding the date of the redemption notice; or if such
shares are not so traded or quoted,  the redemption price shall be determined in
good faith by this Corporation's Board of Directors.

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     Unless the Prohibited  Shareholder  voluntarily  divests of his, her or its
shares,  any  shares of the  Corporation's  stock  redeemable  pursuant  to this
article may be called for redemption  immediately for cash,  property or rights,
on not less than five (5) days' notice to the Prohibited  Shareholder thereof at
a redemption price equal to 25% of the Fair Market Value.

     SECTION  11.4  COSTS,   EXPENSES  AND  FEES.  At  the  discretion  of  this
Corporation's  Board of Directors,  any stockholder subject to the provisions of
this Article XI may be responsible for costs, expenses and fees incurred by this
Corporation in order to exercise its rights pursuant to this Article.

     SECTION  11.5  RESTRICTION  ON  SHARES.   It  shall  be  unlawful  for  any
stockholder  who is subject to the  provision of this Article XI to: (i) receive
any  dividend,  payment,  distribution  or  interest  with  regard to the shares
subject to  redemption;  (ii)  exercise,  directly or  indirectly or through any
proxy,  trustee, or nominee, any voting or other right conferred by such shares;
or (iii) receive any remuneration  that may be due to such stockholder after the
date of such notice of determination of unsuitability or disqualification by any
governmental agency contemplated by Section 11.1