<TPEGP>:
. . . . .TPEGP. . . . Series "A" Convertible Preferred. . . .PT. III
PREFERRED STOCK
The Company's authorized capital stock includes 10,000,000 shares of
Preferred Stock $.001 par value per share. As of the date of this Prospectus,
the Company has no shares of Preferred Stock outstanding except for 1,000,000
shares of Series A 8 1/2% Convertible Preferred Stock (the "Series A Stock")
described below. The Board of Directors has the authority, without
shareholder approval, to issue the Preferred Stock in one or more series and
to fix the relative rights and preferences thereof. The terms of such
Preferred Stock could include the right to vote, separately or with any other
series of Preferred Stock, on any proposed amendment to the Company's
Certificate of Incorporation or any other proposed corporate action,
including business combinations and other transactions. Such rights could
adversely affect the voting power of the holders of Common Stock. The Board
of Directors does not currently contemplate the issuance of any shares of
Preferred Stock. In addition, the ability of the Company to issue the
authorized but unissued shares of Preferred Stock could be utilized to impede
potential take-overs of the Company.
SERIES A STOCK
As of the date hereof, 1,000,000 shares of Series A Stock are issued and
outstanding. Each share of Series A Stock is convertible at any
time into 1.25 shares of the Company's Common Stock. Holders of the
Series A Stock are entitled to annual dividends of 8 1/2% payable in
cash or Common Stock of the Company, at the Company's option based on the market price of the Common Stock on the date of declaration of the dividend.
See "Dividends" under this caption. The holders of the Series A Stock are entitled to receive $5.00 per
share (plus accrued dividends) upon the liquidation, dissolution or winding
up of the Company, prior to any distributions to the holder of Common Stock.
The Series A Stock is nonvoting.
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