1. Amend the Company’s Articles of Incorporation to increase by 480,000,000 shares from 20,000,000 shares to 500,000,000 shares, the number of shares of the Company’s authorized common stock.
2. Grant the Board of Directors the discretionary authority to effectuate up to a 1- for-20 reverse split of the Company’s Common Stock within one hundred eighty (180) days following September 28, 2004, the date on which the Board of Directors adopted the resolution which is the subject of this action as set forth in the Proposal.