content: SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
  
                                                                  
                                FORM 8-K
  
                 PURSUANT TO SECTION 13 OR 15(D) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934
  
  
  Date of Report (Date of earliest event report)November 28, 1995   
                                              
  
  Commission File Number         0-12516                            
                                                                 
  
  
  Dynamic Healthcare Technologies, Inc.                             
                                                                
  (Exact name of registrant as specified in its charter)
  
  
  Nebraska                      0-12516                47-0643468
  (State or other jurisdiction (Commission File Number)(IRS E.I.N.)
    of  Incorporation)
  
  
  101 Southhall Lane, Suite 210   Maitland, Florida       32751     
  Address of principal executive offices)		       (ZIP Code)
  
  
  (407) 875-9991                          
  (Registrant's telephone, including area code)
  
  
  None                                                          
  (Former name of former address, if changed from last report) 
  
  
  
  
  This report consists of thirty (30) pages.
  The index to exhibit appears on page five (5).<PAGE>
                              
  
  
  
                               FORM 8-K
                 DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                         NOVEMBER 28, 1995
  
  
  Item 1.      Changes in Control of Registrant
  
                   None.
  
  Item 2.      Acquisition or Disposition of Assets
  
                   None.
  
  Item 3.      Bankruptcy or Receivership
  
                   None.
  
  Item 4.      Changes in Registrant's Certifying Accountants
  
                   None.
  
  Item 5.      Other Events
  
  On November 28, 1995, the Registrant pursuant to unanimous
  approval by the Registrant's Board of Directors filed the
  Designation of Series A Preferred Stock ("Series A Shares") and
  Series B Preferred Stock ("Series B Shares") with the State of
  Nebraska Secretary's office authorizing 1,055,938 shares of 9%
  Series A Cumulative Convertible Preferred Stock and 4,384,375
  shares of 9% Series B Cumulative Convertible Preferred Stock.  In
  connection therewith, on November 28, 1995, all of the $775,000
  of previously outstanding Subordinated Convertible Notes were
  converted to an aggregate of 968,750 Series A Shares. 
  
  On December 5, 1995 the Registrant closed a Private Placement
  resulting in $2.7 million of new equity investment into the
  Registrant in exchange for 3,375,000 Series B Preferred Shares. 
  Although the Offering has been completed, final closing is
  expected to provide $350,000 of additional proceeds on or before
  December 31, 1995 in exchange for 437,500 Series B Preferred
  Shares. 
  
  Also on December 5, 1995 the Registrant received acceptance of a
  Letter of Intent to acquire all of the outstanding common stock
  of Dimensional Medicine, Inc. ("DMI") for approximately $550,000. 
  In addition, the Registrant intends to retire certain debt of DMI
  at the closing of approximately $600,000.  The proposed
  transaction is subject to the approval of both company's Board of
  Directors, and DMI shareholders, and the negotiation and
  execution of definitive agreements.
  
  On December 7, 1995 the Registrant refinanced its demand Line of
  Credit with the Bank.  The then outstanding balance of $3.4 
  million was extinguished by a $600,000 cash payment and the issuance of a Term 
  Note in the amount of $2,800,000 in favor of
  the Bank.  The Term Note is payable in fixed monthly payments of
  principal and interest of $29,911 beginning January  1, 1996 and
  a balloon payment on March 31, 1998.  The Term Note bears a
  floating interest rate equal to the Bank's prime rate plus two
  percent (2%) per annum, which was 10.75% as of December 8, 1995.
  
  Item 6.      Resignations of Registrant's Directors
  
                   None.   
  
  Item 7.      Financial Statements and Exhibits
  
                   None.
  
  Item 8.      Change in Fiscal Year
  
                   None.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                           SIGNATURES
  
  
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  
  
  
                              DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                              (Registrant)
  
  
  
  
  Date: December 11, 1995      /S/MITCHEL J.LASKEY                  
                               Mitchel J. Laskey
                               President , COO
  
  
  
  Date: December 11, 1995      /S/PAUL S. GLOVER                 
                               Paul S. Glover
                               Vice President of Finance, CFO
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                             FORM 8-K
                DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
                        INDEX TO EXHIBITS
  
  
  
  Description of Exhibits:                            Page Number
  
  Exhibit 4: Designation of Series A 
  Preferred Stock and Series B Preferred Stock              6
  
  Exhibit 20(a):November 28, 1995 Press Release            23
  
  Exhibit 20(b):December 5, 1995 Press Release             24
  
  Exhibit 20(c):December 7, 1995 Press Release             26
  
  Exhibit 20(d):December 10, 1995 Press Release            28
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
            DESIGNATION OF SERIES A PREFERRED STOCK AND
                     SERIES B PREFERRED STOCK
  
  
   1.     The name of the corporation is Dynamic Healthcare
  Technologies, Inc. (the "Corporation").
  
  2.     The resolution determining the Series A Preferred Stock
  and Series B Preferred Stock is as follows:
  
  NOW, THEREFORE BE IT RESOLVED: that the Corporation be, and it
  hereby is, authorized to issue One Million Fifty Five Thousand
  Nine Hundred and Thirty Eight (1,055,938) shares of 9% Series A
  Cumulative Convertible Preferred Stock, $.01 par value (the
  "Series A Preferred Stock") and Four Million Three Hundred Eighty
  Four Thousand Three Hundred and Seventy Five (4,384,375) shares
  of 9% Series B Cumulative Convertible Preferred Stock, $.01 par
  value ("Series B Preferred Stock") which shall have the following
  attributes:
  
  1.     Designations.  One Million Fifty Five Thousand Nine
  Hundred and Thirty Eight (1,055,938)shares of the Preferred Stock
  of the Corporation shall constitute a series of Preferred Stock
  designated as "9% Series A Cumulative Convertible Preferred
  Stock" ("Series A Preferred Stock").  Four Million Three Hundred
  Eighty Four Thousand Three Hundred and Seventy Five (4,384,375)
  shares of the Preferred Stock of the Corporation shall constitute
  a series of Preferred Stock designated as "9% Series B Cumulative
  Convertible Preferred Stock" ("Series B PreferredStock"). 
  
  2.     Dividends.    The holders of shares of Series A Preferred
  Stock and Series B Preferred Stock each will be entitled to
  receive, on a pari passu basis, when and as declared by the Board
  of Directors out of assets of the Corporation legally available
  for payment, an annual cash dividend at the rate of 9% of the
  Conversion Value (as defined below) per share of the Series A
  Preferred Stock and the Series B Preferred Stock, as the case may
  be, payable quarterly in arrears on March 31, June 30, September
  30 and December 31, commencing December 31, 1995 (each a
  "dividend payment date"); provided that, if on any such day banks
  in the City of New York are authorized or required to close,
  dividends otherwise payable on such day will be payable on the
  next day that banks in the City of New York are not authorized or
  required to close.  Such dividends on shares of the Series A
  Preferred Stock and Series B Preferred Stock will be cumulative
  from the date of initial issuance of such shares of Series A
  Preferred Stock and Series B Preferred Stock, as the
  case may be.  Such dividends will be payable, in arrears, to
  holders of record as they appear on the stock books of the
  Corporation on such record dates, not more than 60 days nor less
  than 10 days preceding the payment dates thereof, as shall be
  fixed by the Board of Directors.  The amount of dividends payable per share 
  for each dividend period shall be computed by dividing
  by four the 9% annual rate.  The amount of dividends payable on
  the Series A Preferred Stock and Series B Preferred Stock for the
  initial dividend period and for any period shorter than a full
  quarterly dividend period shall be computed on the basis of a
  360-day year of twelve 30-day months.  
  
  (b)     In the event the Corporation (i) shall be in default
  under the terms of the Series B preferred stock purchase
  agreement to be entered into among the Corporation and certain
  investors to be parties thereto relating to the issuance of
  shares of Series B Preferred Stock; (ii) shall be in default
  under the terms of any loan agreements or similar agreement with
  commercial lenders for borrowed money; (iii) shall file for, or
  have filed against it a petition for bankruptcy; or (iv) shall
  not make a dividend payment when due (any of which, shall be an
  "Event of Default") the dividend rate on the Series B Preferred
  Stock shall increase to fifteen (15%) percent per annum (the
  "Default Dividend Rate"), so long as the Event of Default
  continues.  During an Event of Default, the holders of the Series
  A Preferred Stock may, at their option, upon written notice to
  the Corporation at least 10 days prior to the payment date of any
  dividends (or, in the case of dividend payments not paid when
  due, at any time after the applicable payment due date), elect to
  receive such dividend payments in the form of additional shares
  of Series A Preferred Stock, with the number of additional shares
  of Series A Preferred Stock to be received to be equal to the
  amount of the dividend due divided by the Conversion Value then
  in effect for the Series A Preferred Stock.  During an Event of
  Default, the holders of the Series B Preferred Stock may, at
  their option, upon written notice to the Corporation at least 10
  days prior to the payment date of any such dividends (or, in the
  case of dividend payments not paid when due, at any time after
  the applicable payment due date), elect to receive such dividend
  payments in the form of additional shares of Series B Preferred
  Stock, with the number of additional shares of Series B Preferred
  Stock to be received to be equal to the amount of the dividend
  due (at the Default Dividend Rate) divided by the Conversion
  Price (as defined below) then in effect for the Series B
  Preferred Stock.
  
  (c)    The Corporation may not declare or pay any dividend or
  make any distribution of assets on, or redeem, purchase or
  otherwise acquire, shares of common stock of the Corporation
  ("Common Stock") or of any other stock of the Corporation ranking
  junior to the Series A Preferred Stock or Series B Preferred
  Stock as to the payment of dividends or the distribution of
  assets upon liquidation, dissolution or winding up, unless all
  accrued and unpaid dividends on the Series A Preferred Stock and
  Series B Preferred Stock for all prior dividend periods have been
  or contemporaneously are declared and paid (including any
  dividends paid pursuant to Section 2(b)) and the full quarterly
  dividend on the Series A Preferred Stock and Series B Preferred
  Stock for the current dividend period has been or contemporaneously is 
  declared and set apart for payment.
  
  3.     Rights on Liquidation, Dissolution or Winding Up, Etc.
  
  (a)     In the event of any voluntary or involuntary liquidation
  of the Corporation, the assets of the Corporation available for
  distribution to its shareholders, whether from capital, surplus
  or earnings, shall be distributed in the following order of
  priority:
  (i)     The holders of Series A Preferred Stock and Series B
  Preferred Stock shall be entitled to receive, prior and in
  preference to any distribution to the holders of Common Stock or
  any class of stock ranking as to dividends or upon liquidation
  junior to the Series A Preferred Stock or Series B Preferred
  Stock (x) as to the holders of Series B Preferred Stock, an
  amount equal to the greater of (A) $.80 per share for each share
  of Series B Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  such share of Series B Preferred Stock as of the date such
  payment is made to the holders of Series B Preferred Stock or (B)
  the amount the holders of Series B Preferred Stock would have
  received had the holders of Series B Preferred Stock converted
  the Series B Preferred Stock into Common Stock as provided in
  Section 8 immediately prior to the voluntary or involuntary
  liquidation and, in addition, an amount equal to all accrued but
  unpaid dividends on such shares of Series B Preferred Stock as of
  the date such payment is made to the holders of Series B
  Preferred Stock and (y) as to the holders of
  Series A Preferred Stock, an amount equal to $.80 per share for
  each share of Series A Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  such share of Series A Preferred Stock as of the date such
  payment is made to the holders of Series A Preferred Stock. 
  
  (ii)     Distributions made to holders of Series A Preferred
  Stock and Series B Preferred Stock pursuant to this Section 3(a)
  shall be made pro rata based on the amounts the respective
  liquidation preferences of the Series A Preferred Stock and
  Series B Preferred Stock determined in accordance with Section
  3(a)(i) bear to the total amount available for distribution.
  
  (iii)     After distribution of the amounts set forth in Sections
  3(a)(i) above, the remaining assets of the Corporation available
  for distribution, if any, to the stockholders of the Corporation
  shall be distributed to the holders of issued and outstanding
  shares of Common Stock, pro rata, based upon their respective
  holdings.
  
  (b)     In the event of any voluntary or involuntary dissolution
  or winding up of the Corporation, the assets of the Corporation
  available for distribution to its shareholders, whether from
  capital, surplus or earnings, shall be distributed in the
  following order of priority:
  
  (i)     The holders of Series A Preferred Stock and Series B
  Preferred Stock shall be entitled to receive, prior and in
  preference to any distribution to the holders of Common Stock or
  any class of stock ranking as to dividends or upon liquidation
  junior to the Series A Preferred Stock or Series B Preferred
  Stock (x) as to the holders of Series B Preferred Stock, an
  amount equal to the greater of (A) $.80 per share for each share
  of Series B Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  such share of Series B Preferred Stock as of the date such
  payment is made to the holders of Series B Preferred Stock or (B)
  the amount the holders of Series B Preferred Stock would have
  received had the holders of Series B Preferred Stock converted
  the Series B Preferred Stock into Common Stock as provided in
  Section 8 immediately prior to the voluntary or involuntary
  dissolution or winding up of the Corporation and, in addition, an
  amount equal to all accrued but unpaid dividends on such shares
  of Series B Preferred Stock as of the date such payment is made
  to the holders of Series B Preferred Stock and (y) as to the
  holders of Series A Preferred Stock, an amount equal to the
  greater of (A) $.80 per share for each share of Series A
  Preferred Stock then outstanding and, in addition, an amount
  equal to all accrued but unpaid dividends on such share of Series
  A Preferred Stock as of the date such payment is made to the
  holders of Series A Preferred Stock or (B) the amount the holders
  of Series A Preferred Stock would have received had the holders
  of Series A Preferred Stock converted the Series A Preferred
  Stock into Common Stock as provided in Section 7 immediately
  prior to the voluntary or involuntary dissolution or winding up
  of the Corporation and, in addition, an amount equal to all
  accrued but unpaid dividends on such shares of Series A Preferred
  Stock as of the date such payment is made to the holders of 
  Series A Preferred Stock.
  
  (ii)     Distributions made to holders of Series A Preferred
  Stock and Series B Preferred Stock pursuant to this Section 3(b)
  shall be made pro rata based on the amounts the respective
  liquidation preferences of the Series A Preferred Stock and
  Series B Preferred Stock determined in accordance with Section
  3(b)(i) bear to the total amount available for distribution.
  
  (iii)     After distribution of the amounts set forth in Sections
  3(b)(i) above, the remaining assets of the Corporation available
  for distribution, if any, to the stockholders of the Corporation
  shall be distributed to the holders of issued and outstanding
  shares of Common Stock, pro rata, based upon their respective
  holdings.
  
  4.     Redemption of Series A Preferred Stock.   On any date
  after (i) June 30, 1998 and (ii) all shares of the Series B
  Preferred Stock have been redeemed as provided in Section 5 or
  there are otherwise no shares of Series B Preferred Stock
  outstanding, the Corporation shall (unless otherwise prevented by
  law) redeem, at the Corporation's option and upon the written
  notice to the holders of the then outstanding shares of Series A
  Preferred Stock (which notice shall state the Corporation's
  intention to exercise the redemption option set forth herein as
  provided in Section 4(b).  The redemption price of shares of the
  Series A Preferred Stock shall be equal to (a) the stated value
  per share of $.90 per share if redeemed prior to June 30, 1999
  plus any accrued but unpaid dividends and (b) the stated value
  per share of $.80 per share if redeemed on or after June 30, 1999
  plus any accrued but unpaid dividends.
  
  (b)     Notice of any Series A Preferred Stock redemption date
  and the redemption option exercisable in connection therewith
  pursuant to this Section 4 shall be sent by the Corporation by
  first-class certified mail, return receipt requested, postage
  prepaid, to the holders of record of shares of Series A Preferred
  Stock at their respective addresses as the same shall appear on
  the books of the Corporation.  Such notice shall be mailed not
  less than 30 nor more than 60 days in advance of the applicable
  Series A Preferred Stock redemption date.  At any time on or
  after the Series A Preferred Stock redemption date, the holders
  of record of shares of Series A Preferred Stock to be redeemed on
  such Series A Preferred Stock redemption date in accordance with
  this Section 4 shall be entitled to receive the applicable
  redemption price upon actual delivery to the Corporation or its
  agents of the certificates representing the shares to be
  redeemed.  If upon any redemption the assets of the Corporation
  available for redemption shall be insufficient to pay the
  holders of the shares of Series A Preferred Stock the full
  amounts to which they shall be entitled, the holders of shares of
  Series A Preferred Stock shall share ratably in any such
  redemption according to the respective amounts which would be
  payable in respect of such shares to be redeemed to the holders
  thereof if all amounts payable on or with respect to such shares
  were paid in full.
  
  5.     Redemption of Series B Preferred Stock.   Upon the
  occurrence of (i) a consolidation or merger of the Corporation
  with and into any other corporation or corporations in a
  transaction in which the common shareholders of the Corporation
  receive cash, securities or other consideration in exchange for
  the shares of capital stock of the Corporation then held by them
  or (ii) the sale of all or substantially all of the assets of the
  Corporation, the Corporation shall (unless otherwise prohibited
  by applicable law) redeem, at the option and upon the written
  notice of holders of a majority of the then-outstanding shares of
  Series B Preferred Stock (the "Majority Series B Holders") (which
  notice shall state such holders' intention to exercise the
  redemption option set forth herein and the number of shares of
  Series B Preferred Stock sought to be redeemed, delivered at
  least 60, but not more than 90, days prior to the redemption
  date) that number of shares of Series B Preferred Stock specified
  in the aforesaid written notice.  The redemption price of shares
  of the Series B Preferred Stock shall be equal to the amount
  provided for in Section 3(a)(i).
  (b) Notice of any Series B Preferred Stock redemption date and
  the redemption option exercisable in connection therewith
  pursuant to this Section 5 shall be sent by the Corporation by
  first-class certified mail, return receipt requested, postage
  prepaid, to the holders of record of shares of Series B Preferred
  Stock at their respective addresses as the same shall appear on
  the books of the Corporation.  Such notice shall be mailed not
  less than 30 nor more than 60 days in advance of the applicable
  Series B Preferred Stock redemption date.  At any time on or
  after the Series B Preferred Stock redemption date, the holders
  of record of shares of Series B Preferred Stock to be redeemed on
  such Series B Preferred Stock redemption date in accordance with
  this Section 5 shall be entitled to receive the applicable
  redemption price upon actual delivery to the Corporation
  or its agents of the certificates representing the shares to be
  redeemed.  If upon any redemption the assets of the Corporation
  available for redemption shall be insufficient to pay the holders
  of the shares of Series B Preferred Stock the full amounts to
  which they shall be entitled, the holders of shares of Series B
  Preferred Stock shall share ratably in any such redemption
  according to the respective amounts which would be payable in
  respect of such shares to be redeemed to the holders thereof if
  all amounts payable on or with respect to such shares were paid
  in full.
  
  6.  Voting Rights.    (a)    The holders of shares of Series A
  Preferred Stock shall have no voting rights whatsoever, except
  for any voting rights to which they may be entitled under the
  laws of the State of Nebraska, provided, however, that if
  dividends on the Series A Preferred Stock shall be in arrears for
  two calendar quarter(s) and so long as such dividends shall be in
  arrears, each holder of shares of Series A Preferred Stock shall
  be entitled to such number of votes in respect of such Series A
  Preferred Stock, as shall equal the largest whole number of
  shares of Common Stock into which such Series A Preferred Stock
  are then convertible as provided in Section 7 hereof, to vote on
  all matters to which holders of Common Stock shall be entitled to
  vote, voting together with the holders of Common Stock as one
  class.
  
  (b)  In addition to the rights specified in Section (c) below,
  each holder of shares of Series B Preferred Stock shall be
  entitled to such number of votes in respect of such Series B
  Preferred Stock, as shall equal the largest whole number of
  shares of Common Stock into which such shares of Series B
  Preferred Stock are then convertible as provided in Section 8
  hereof, to vote on all matters to which holders of Common Stock
  shall be entitled to vote, voting together, in the same manner
  and with the same effect as such holders of Common Stock as one
  class.
  
  (c)  The Corporation shall not, without the affirmative consent
  or approval of two-thirds of the then outstanding shares of
  Series B Preferred Stock (the "Two-Thirds Series B Holders"),
  voting as a separate class, given at a meeting called for such
  purposes for which notice shall have been given to the holders of
  the Series B Preferred Stock:
  
  (i)  in any manner authorize, create or issue any class or series
  of capital stock in either case (A) ranking, either as to payment
  of dividends, distribution of assets or redemptions, prior to or
  on a parity with the Series B Preferred Stock, or (B) which in
  any manner adversely affects the holders of Series B Preferred
  Stock, or authorize, create or issue any shares of any class or
  series of any bonds, debentures, notes or other obligations
  convertible into or exchangeable for, or having optional rights
  to purchase, any shares having any such preference or priority or
  so adversely affecting the holders of Series B Preferred Stock;
  
  (iii)  in any manner alter or change the designations, powers,
  preferences or rights, or the qualifications, limitations or
  restrictions of the Series A Preferred Stock or the Series B
  Preferred Stock, provided, that such consent or approval shall
  not be required to increase the number of authorized shares of
  Series A Preferred Stock and Series B Preferred Stock solely in
  order to permit the Corporation to satisfy its obligations to pay
  dividends in shares of Series A Preferred Stock and Series B
  Preferred Stock pursuant to Section 2(b), as the case may be.
  
  (iii) reclassify the shares of Common Stock or Series A Preferred
  Stock or any other shares or any class or series of capital stock
  hereafter created junior to the Series B Preferred Stock into
  shares of any class or series of capital stock (A) ranking,
  either as to payment of dividends, distribution of assets or
  redemptions, prior to on or a parity with the Series B Preferred
  Stock, or (B) which in any manner adversely affects the holders
  of Series B Preferred Stock; (iv) engage in any business other
  than the businesses in which it is engaged in as of the date 
  hereof or any businesses or activities substantially similar or
  related thereto;  
  
  (v)  merge or consolidate with and into any other person (other
  than a wholly-owned subsidiary of the Corporation), or purchase
  or acquire the business, of all or substantially all of the
  capital stock, other equity interests or assets of any other
  person unless in the case of such purchase the aggregate purchase
  price including liabilities assumed does not exceed $500,000; or 
  
  (vi)  permit the occurrence of a Change of Control (as defined
  below).  "Change of Control" means (i) the direct or indirect
  sale, lease, exchange or other transfer of all or substantially
  all of the assets of the Corporation to any person or entity or
  group of persons or entities acting in concert as a partnership
  or other group (a "Group of Persons") or (ii) the merger or
  consolidation of the Corporation with or into another corporation
  with the effect that the then existing shareholders of the
  Corporation hold less than 50% of the combined voting power of
  the then outstanding securities of the surviving corporation of
  such merger or the corporation resulting from such consolidation
  ordinarily (and apart from rights accruing under special
  circumstances) having the right to vote in the election of
  directors.
  
  7.     Conversion of Series A Preferred Stock.  (a)    The
  holders of Series A Preferred Stock shall have the right, at such
  holders' option, at any time or from time to time to convert such
  shares of Series A Preferred Stock into such whole number of
  fully paid and nonassessable shares of Common Stock as is equal
  to the number of fully paid and nonassessable shares of Common
  Stock which results from dividing the "Conversion Price" per
  share in effect for the Series A Preferred Stock at the time of
  conversion into the "Conversion Value" per share of Series A
  Preferred Stock.  The number of shares of Common Stock into which
  the Series A Preferred Stock is convertible is hereinafter
  collectively referred to as the "Conversion Rate" for such
  series.  
  
  The initial Conversion Price (as defined below) per share of the
  Series A Preferred Stock shall be $.80, and the Conversion Value
  (as defined below) per share of Series A Preferred Stock shall be
  $.80.  The holder of any shares of Series A Preferred Stock,
  exercising the aforesaid right to convert such shares into shares
  of Common Stock shall be entitled to receive, in cash, an amount
  equal to all accrued dividends with respect to such shares of
  Series A Preferred Stock up to and including the respective
  conversion date of the Series A Preferred Stock.
  
  (b)  Each share of Series A Preferred Stock shall automatically
  be converted into shares of Common Stock at the then effective
  Conversion Price in accordance with Section 7(a) for such
  series if (i) the Corporation's Common Stock Current Market Price
  (as defined in Section 9 hereof) shall have traded above 150% of
  the then effective Conversion Price of the Series A
  Preferred Stock for twenty (20) consecutive trading days
  commencing after of the issuance date of such share on any
  nationally recognized stock exchange or NASDAQ and (ii) the
  shares of Common Stock issuable upon such conversion have been
  registered under the Securities Act of 1933, as amended (the
  "Securities Act"), and may be freely sold by the holders of such
  shares under the Securities Act. 
  
  
  (c)  Before any holder of Series A Preferred Stock shall be
  entitled to convert the same into shares of Common Stock, such
  holder shall surrender the certificate or certificates therefor,
  duly endorsed, at the office of the Corporation or of any
  transfer agent for the Series A Preferred Stock, and shall give
  written notice to the Corporation at its principal corporate
  office, of the election to convert the same and shall state
  therein the name or names in which the certificate or
  certificates for shares of Common Stock are to be issued.  The
  Corporation shall, as soon as practicable thereafter, issue and
  deliver at such office to such holder of Series A Preferred
  Stock, or to the nominee or nominees of such holder, a
  certificate or certificates for the number of shares of Common
  Stock to which such holder shall be entitled as aforesaid.  Such
  conversion shall be deemed to have been made immediately prior to
  the close of business on the date of such surrender of the shares
  of Series A Preferred Stock to be converted, and the person or
  persons entitled to receive the shares of Common Stock issuable
  upon such conversion shall be treated for all purposes as the
  record holder or holders of such shares of Common Stock as of
  such date. 
  
  (d)  In the event the Corporation shall declare a distribution
  payable in securities of other persons, evidences of indebtedness
  issued by the Corporation or other persons, assets (excluding
  cash dividends) or options or rights to the holders the
  Corporation's Common Stock, then, in each such case for the
  purpose of this subsection 7(d), the holders of the Series A
  Preferred Stock shall be entitled to a proportionate share of any
  such distribution as though they were the holders of the
  number of shares of Common Stock of the Corporation into which
  their shares of Series A Preferred Stock are convertible as of
  the record date fixed for the determination of the holders of
  Common Stock of the Corporation entitled to receive such
  distribution.
  
  (e)  If at any time or from time to time there shall be a
  recapitalization of the Common Stock (other than a subdivision,
  combination or merger or sale of assets transaction provided for
  elsewhere in this Section 7) provision shall be made so that the
  holders of the Series A Preferred Stock shall thereafter be
  entitled to receive upon conversion of the Series A Preferred
  Stock the number of shares of stock or other securities or
  property of the Corporation or otherwise, to which a holder of
  Common Stock deliverable upon conversion would have been entitled
  on such recapitalization.  
   
  In any such case, appropriate adjustment shall be made in the
  application of the provisions of this Section 7 with respect to
  the rights of the holders of the Series A Preferred Stock after
  the recapitalization to the end that the provisions of this
  Section 7 (including adjustment of the Conversion Price then in
  effect and the number of shares issuable upon conversion of the
  Series A Preferred Stock) shall be applicable after that event as
  nearly equivalent as may be practicable.
  
  (f)  The Corporation will not, by amendment of its Amended and
  Restated Articles of Incorporation, as amended through the date
  of the filing hereof, or through any reorganization,
  recapitalization, transfer of assets, consolidation, merger, 
  dissolution, issue or sale of securities or any other voluntary
  action, avoid or seek to avoid the observance or performance of
  any of the terms to be observed or performed hereunder by the
  Corporation, but will at all times in good faith assist in the
  carrying out of all the provisions of this Section 7 and in the
  taking of all such action as may be necessary or appropriate in
  order to protect the conversion rights of the holders of the
  Series A Preferred Stock against impairment. 
  
  (g)  If any capital reorganization or reclassification of the
  capital stock of the Corporation, or consolidation or merger of
  the Corporation with and into another corporation, or the sale of
  all or substantially all of its assets to another corporation,
  shall be effected while any shares of Series A Preferred Stock
  are outstanding in such a manner that holders of shares of Common
  Stock shall be entitled to receive stock, securities or assets
  with respect to or in exchange for Common Stock, then, as a
  condition of such reorganization, reclassification,
  consolidation, merger or sale, lawful and adequate provision
  shall be made whereby each holder of Series A Preferred Stock
  shall thereafter have the right to receive upon the basis and
  upon the terms and conditions specified herein and in lieu of the
  shares of Common Stock immediately theretofore receivable upon
  conversion of Series A Preferred Stock, such shares of stock,
  securities or assets as may be issued or payable with respect to
  or in exchange for a number of outstanding shares of such
  Common Stock equal to the number of shares of such Common Stock
  immediately theretofore so receivable had such reorganization,
  reclassification, consolidation, merger or sale not taken place,
  and in such case appropriate provision shall be made with respect
  to the rights and interests of the holders of Series A Preferred
  Stock to the end that the provisions hereof (including, without
  limitation, provisions for adjustment of the Conversion Price of
  the Series A Preferred Stock and of the number of shares of
  Common Stock issuable upon conversion thereof) shall thereafter
  be applicable, as nearly as may be possible, in relation to any
  shares of stock, securities or assets thereafter deliverable upon
  the conversion of such shares of Series A Preferred Stock.  The
  Corporation shall not effect any such consolidation, merger or
  sale unless prior to or simultaneously with the consummation
  thereof the survivor or successor corporation (if other than the
  Corporation) resulting from such consolidation or merger or the
  corporation purchasing such assets shall assume by written
  instrument executed and mailed or delivered to each holder of
  Series A Preferred Stock, the obligation to deliver to such
  holders of Series A Preferred Stock such shares of stock,
  securities or assets as, in accordance with the foregoing
  provisions, such holder of Series A Preferred Stock may be
  entitled to receive, and containing the express assumption of
  such successor corporation of the due and punctual performance
  and observance of every provision of these Articles of
  Incorporation to be performed and observed by the Corporation and
  of all liabilities and obligations of the Corporation hereunder
  with respect to the Series A Preferred Stock.
  
  (h) (i) No fractional shares shall be issued upon the conversion
  of any share or shares of the Series A Preferred Stock, and the
  number of shares of Common Stock to be issued shall be rounded to
  the nearest whole share.  In lieu of any fractional shares to
  which the holder would otherwise be entitled, the Corporation
  shall made a cash payment equal to the Current Market Price of
  the Common Stock as of two business days prior to payment
  multiplied by such fraction.
  
  (ii)  Upon the occurrence of each adjustment or readjustment of
  the Conversion Price of Series A Preferred Stock pursuant to this
  Section 7, the Corporation, at its expense, shall promptly
  compute such adjustment or readjustment in accordance with the
  terms hereof and prepare and furnish to each holder of Series A
  Preferred Stock a certificate setting forth such adjustment or
  readjustment and showing in detail the facts upon which such
  adjustment or readjustment is based.  The Corporation shall, upon
  the written request at any time of any holder of Series A
  Preferred Stock, furnish or cause to be furnished to such holder
  a like certificate setting forth (A) such adjustment and
  readjustment, (B) the Conversion Price for such Series A 
  Preferred Stock at the time in effect, and (C) the number of
  shares of Common Stock and the amount, if any, of other property
  which at the time would be received upon the conversion of a
  share of such Series A Preferred Stock. 
  
  (i)  In the event of any taking by the Corporation of a record of
  the holders of any class of securities for the purpose of
  determining the holders thereof who are entitled to receive any
  dividend (other than a cash dividend) or other distribution, any
  right to subscribe for, purchase or otherwise acquire any shares
  of stock of any class or any other securities or property, or to
  receive any other right, the Corporation shall mail to each 
  holder of Series A Preferred Stock, at least twenty (20) days
  prior to the date specified therein, a notice specifying the date
  on which any such record is to be taken for the purpose of such
  dividend, distribution or right, and the amount and character of
  such dividend, distribution or right. 
  
  (j) The Corporation shall at all times reserve and keep available
  out of its authorized but unissued shares of Common Stock, solely
  for the purpose of effecting the conversion of the shares of the
  Series A Preferred Stock, such number of its shares of Common
  Stock as shall from time to time be sufficient to effect the
  conversion of all outstanding shares of the Series A Preferred
  Stock; and if at any time the number of authorized but unissued
  shares of Common Stock shall not be sufficient to effect the
  conversion of all then outstanding shares of the Series A
  Preferred Stock, in addition to such other remedies as shall be
  available to the holder of such Series A Preferred Stock, the
  Corporation will take such corporate action as may, in the 
  opinion of its counsel, be necessary to increase its authorized
  but unissued shares of Common Stock to such number of shares as
  shall be sufficient for such purposes, including, without 
  limitation, engaging in best efforts to obtain the requisite
  stockholder approval of any necessary amendment to these
  provisions.  The Corporation shall pay all documentary, stamp or
  other transactional taxes attributable to the issuance or
  delivery of shares of capital stock of the Corporation upon
  conversion of any shares of Series A Preferred Stock; provided,
  however, that the Corporation shall not be required to pay any
  taxes which may be payable in respect of any transfer involved in
  the issuance or delivery of any certificate for such shares in a
  name other than that of the holder of the shares of Series A
  Preferred Stock in respect of which such shares are being issued. 
  All shares of Common Stock which may be issued in connection with
  the conversion provisions set forth herein will, upon issuance by
  the Corporation, be validly issued, fully paid and nonassessable
  and free from all taxes, liens or charges with respect thereto.
  
  (k)  Any notice required by the provisions of this Section 7 to
  be given to the holders of shares of Series A Preferred Stock
  shall be deemed given if deposited in the United States mail,
  postage prepaid, and addressed to each holder of record at his
  address appearing on the books of the Corporation.
  
  (l)  In the event any shares of Series A Preferred Stock shall be
  converted pursuant to Section 7 hereof, the shares so converted
  shall be cancelled.  The Amended and Restated Articles of 
  Incorporation of the Corporation, as amended, may be
  appropriately amended from time to time to effect the 
  corresponding reduction in the Corporation's authorized capital
  stock.
  
  8.     Conversion of Series B Preferred Stock.  (a)The holders of
  Series B Preferred Stock shall have the right, at such holders'
  option, at any time or from time to time, to convert such shares
  of Series B Preferred Stock into such whole number of fully paid
  and nonassessable shares of Common Stock as is equal to the
  number of fully paid and nonassessable shares of Common Stock
  which results from multiplying the number of shares of Series B
  Preferred Stock to be converted by the "Conversion Value" and 
  dividing the result by the "Conversion Price" per share in effect
  for the Series B Preferred Stock at the time of conversion.  The
  number of shares of Common Stock into which the Series B
  Preferred  Stock is convertible is hereinafter collectively
  referred to as the "Conversion Rate" for such series.  The 
  initial Conversion Price per share of the Series B Preferred
  Stock shall be $.80, and the Conversion Value per share of Series
  B Preferred Stock shall be $.80.  The holder of any shares of
  Series B Preferred Stock, exercising the aforesaid right to
  convert such shares into shares of Common Stock shall be entitled
  to receive, in cash, an amount equal to all accrued dividends
  with respect to such shares of Series B Preferred Stock up to and
  including the respective conversion date of the Series B 
  Preferred Stock.
  
  (b)  Each share of Series B Preferred Stock shall automatically
  be converted into shares of Common Stock at the then effective
  Conversion Price for such series in accordance with Section
  8(a) if (i) the Corporation's Common Stock Current Market Price
  (as defined in Section 9 hereof) shall have traded above 350% of
  the then effective Conversion Price of the Series B Preferred
  Stock for twenty (20) consecutive trading days on any nationally
  recognized stock exchange or NASDAQ following the earliest date
  of the satisfaction of the condition set forth in Section 
  8(b)(iii) below, (ii) the average weekly trading volume of the
  Corporation's Common Stock during such twenty consecutive trading
  is equal to or greater than 150,000 shares of Common Stock and
  (iii) the shares of Common Stock to be issued upon such
  conversion have been registered under the Securities Act and may
  be freely sold by the holders of such shares under the Securities
  Act or, if not so registered, all such shares of Common Stock
  must be eligible to be sold by the holders pursuant to Rule
  144(k) promulgated under the Securities Act. 
  
  (c)  (i)  In the event that as a result of litigation arising
  from the Securities and Exchange Commission investigation
  involving the Corporation existing on the date hereof and the
  issues giving rise to such investigation (including but not
  limited to any class action or other lawsuits which may be
  brought by stockholders of the Corporation) the Corporation 
  becomes subject to losses, claims, damages, or liabilities and/or
  incurs legal expenses defending itself in such a litigation
  (together, "Litigation Damages and Expenses") that in the 
  aggregate exceed $150,000, the Conversion Price of the Series B
  Preferred Stock shall be adjusted by reducing the Conversion
  Price of the Series B Preferred Stock such that it results in the 
  issuance of additional shares of Common Stock in an amount equal
  to the product of multiplying (i) the fully-diluted ownership
  percentage represented by the Series B Preferred Stock (using the
  treasury stock method) and (ii) the quotient of dividing (a) the
  Litigation Damages and Expenses in excess of $150,000 by (b) the
  average bid price of the Corporation's Common Stock over the
  twenty (20) days immediately following the initial public 
  announcement or other disclosure by the Corporation relating to
  the final determination of the Litigation Damages and Expenses.
  
  (ii)  In the event that the Series B Preferred Stock has not been
  redeemed pursuant to Section 5 (a "Section 5 Redemption") or 
  converted to Common Stock pursuant to Section 8(b) (a "Section
  8(b) Conversion") prior to the fifth anniversary of the date of
  the initial issuance of Series B Preferred Stock (the "Series B
  Initial Issuance Date"), then at any time thereafter and prior to
  the occurrence of either a Section 5 Redemption or a Section 8(b)
  Conversion in respect of the Series B Preferred Stock, the 
  Two-Thirds Series B Holders shall have the option, upon sixty
  (60) days written notice to the Corporation, to adjust the
  Conversion Price as of such sixtieth (60th) day (the "Adjusted
  Conversion Price Date") to a Conversion Price equal to the lower
  of the quotient resulting from dividing the average Current
  Market Price for the twenty (20) Business Days prior to (a) the
  date of the giving of notice by the holders of Series B Preferred
  Stock pursuant to Section 8(c)(ii) or (b) the Adjusted Conversion
  Price Date by 3.5 (e.g., if the then average Current Market Price
  is $.70, then the new Conversion Price would be $.20) unless
  prior to the Adjusted Conversion Price Date the Corporation shall
  redeem upon twenty (20) days prior written notice all of the
  existing Series B Preferred Stock.  The Series B Preferred Stock
  shall be redeemed at a price equal to $.80 per share for each
  share of Series B Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  each such share of Series B Preferred Stock as of the date of
  such payment.  A holder of Series B Preferred Stock may at any
  time prior to such scheduled redemption date elect to convert its
  Series B Preferred Stock pursuant to Section 8(a).
  
  (d)  Before any holder of Series B Preferred Stock shall be
  entitled to convert the same into shares of Common Stock, such
  holder shall surrender the certificate or certificates therefor,
  duly endorsed, at the office of the Corporation or of any
  transfer agent for the Series B Preferred Stock, and shall give
  written notice to the Corporation at its principal corporate
  office, of the election to convert the same and shall state
  therein the name or names in which the certificate or
  certificates for shares of Common Stock are to be issued.  The
  Corporation shall, as soon as practicable thereafter, issue and
  deliver at such office to such holder of Series B Preferred
  Stock, or to the nominee or nominees of such holder, a
  certificate or certificates for the number of shares of Common
  Stock to which such holder shall be entitled as aforesaid.  Such
  conversion shall be deemed to have been made immediately prior to
  the close of business on the date of such surrender of the shares
  of Series B Preferred Stock to be converted, and the person or
  persons entitled to receive the shares of Common Stock issuable
  upon such conversion shall be treated for all purposes as the
  record holder or holders of such shares of Common Stock as of
  such date. 
  
  (e)  The Conversion Price of the Series B Preferred Stock shall
  be subject to adjustment from time to time as set forth below.
  
  (i)  If the Corporation shall issue, after the initial issuance
  date of the Series B Preferred Stock, any Additional Stock (as
  defined below) without consideration or for a consideration per
  share less than the Conversion Price for the Series B Preferred
  Stock in effect immediately prior to the issuance of such
  Additional Stock, the Conversion Price for such series in effect
  immediately prior to each such issuance shall forthwith (except
  as otherwise provided in this clause (i)) be reduced
  to such lower purchase price (or in the case of options and
  similar securities, the consideration received for the option and
  the consideration to be received upon exercise of such option)
  or, if for no consideration, $.01. 
  
  (ii)  "Additional Stock" as used herein shall mean any shares of
  Common Stock issued (or deemed to have been issued) or rights,
  warrants, options or other exchangeable securities convertible
  into Common Stock (including shares of Common Stock held in the
  Corporation's Treasury) by the Corporation after November 27,
  1995 other than: 
  
  (A)  Common Stock issued or issuable (i) upon conversion of the
  Series A Preferred Stock or the Series B Preferred Stock or (ii)
  pursuant to any warrant issued to the Argentum Group or its
  permitted assigns; and 
  
  (B)  Common Stock issuable or issued to employees, advisors,
  consultants or outside directors of the Corporation directly or
  pursuant to the Corporation's stock option plans and restricted
  stock plans approved by the Board of Directors of the Corporation
  and existing as of November 27, 1995, but only to the extent of
  the number of shares of Common Stock authorized to be issued
  under such plans as of the date of this Certificate of
  Designation. 
  
  (iii)  Except to the limited extent provided for in subsection
  8(e)(viii), no adjustment of such Conversion Price pursuant to
  this subsection 8(e) shall have the effect of increasing the
  Conversion Price for the Series B Preferred Stock above the
  Conversion Price for the Series B Preferred Stock in effect
  immediately prior to such adjustment. 
  
  (iv)  No adjustment in the Conversion Price for the Series B
  Preferred Stock shall be required unless such adjustment would
  require an increase or decrease of at least one cent ($0.01) in
  such price; provided, however, that any adjustments which by
  reason of this subsection (iv) are not required to be made shall
  be carried forward and taken into account in any subsequent
  adjustment required to be made hereunder.  All calculations under
  this Section 8(e) shall be made to the nearest one cent ($0.01). 
  In the case of the issuance of Common Stock for cash, the
  consideration shall be deemed to be the amount of cash paid
  therefor before deducting any reasonable discounts, commissions
  or other expenses allowed, paid or incurred by the Corporation
  for any underwriting or otherwise in connection with the issuance
  and sale thereof. 
  
  (v)  In the case of the issuance of the Common Stock for a
  consideration in whole or in part other than cash, the 
  consideration other than cash shall be deemed to be the fair
  value thereof as determined in good faith by the Board of
  Directors. 
  
  (vi)  In the case of the issuance (whether before, on or after
  the original issuance date of the Series B Preferred Stock) of
  options to purchase or rights to subscribe for Common Stock, 
  securities by their terms convertible into or exchangeable for 
  Common Stock or options to purchase or rights to subscribe for
  such convertible or exchangeable securities, the following
  provisions shall apply for all purposes of this Section 8(e): 
  
  (A)  The aggregate maximum number of shares of Common Stock
  deliverable upon exercise (assuming the satisfaction of any
  conditions to exercisability, including without limitation, the
  passage of time, but without taking into account potential 
  antidilution adjustments) of such options to purchase or rights
  to subscribe for Common Stock shall be deemed to have been issued
  at the time such options or rights were issued and for a
  consideration equal to the consideration (determined in the
  manner provided in subsections 8(e)(v) and 8(e)(vi), if any,
  received by the Corporation upon the issuance of such options or
  rights plus the minimum exercise price provided in such options
  or rights (without taking into account potential antidilution
  adjustments) for the Common Stock covered thereby.
  
  (B)  The aggregate maximum number of shares of Common Stock
  deliverable upon conversion of or in exchange (assuming the
  satisfaction of any conditions to convertibility or
  exchangeability, including, without limitation, the passage of
  time, but without taking into account potential antidilution
  adjustments) for any such convertible or exchangeable securities
  or upon the exercise of options to purchase or rights to 
  subscribe for such convertible or exchangeable securities and
  subsequent conversion or exchange thereof, shall be deemed to
  have been issued at the time such securities were issued or such
  options or rights were issued and for a consideration equal to
  the consideration, if any, received by the Corporation for any
  such securities and related options or rights (excluding any cash
  received on account of accrued interest or accrued dividends),
  plus the minimum additional consideration, if any, to be received
  by the Corporation (without taking into account potential
  antidilution adjustments) upon the conversion or exchange of such
  securities or the exercise of any related options or rights (the
  consideration in each case to be determined in the manner 
  provided in subsections 8(e)(v) and 8(e)(vi). 
  
  (c)  In the event of any change in the number of shares of Common
  Stock deliverable or in the consideration payable to the 
  Corporation upon exercise of such options or rights or upon
  conversion of or in exchange for such convertible or exchangeable
  securities (excluding a change resulting solely from the
  antidilution provisions thereof if such change results from an
  event which gives rise to an antidilution adjustment under this
  subsection 8(e)), the Conversion Price of the Series B Preferred
  Stock, to the extent in any way affected by or computed using
  such options, rights or securities, shall be recomputed to
  reflect such change, but no further adjustment shall be made for
  the actual issuance of Common Stock or any payment of such 
  consideration upon the exercise of any such options or rights or
  the conversion or exchange of such securities. 
  
  (D)  Upon the expiration of any such options or rights, the
  termination of any such rights to convert or exchange or the
  expiration of any options or rights related to such convertible
  or exchangeable securities, the Conversion Price of the Series B
  Preferred Stock, to the extent in any way affected by or computed
  using such options, rights or securities or options or rights
  related to such securities, shall be recomputed to reflect the
  issuance of only the number of shares of Common Stock (and
  convertible or exchangeable securities which remain in effect)
  actually issued upon the exercise of such options or rights, upon
  the conversion or exchange of such securities or upon the
  exercise of the options or rights related to such securities.
  
  (E)  The number of shares of Common Stock deemed issued and the
  consideration deemed paid therefor pursuant to subsections
  8(e)(vi)(A) and 8(e)(vi)(B) shall be appropriately adjusted to
  reflect any change, termination or expiration of the type
  described in either subsection 8(e)(vi)(C) or 8(e)(vi)(D).
  
  (vii)  In the event the Corporation should at any time or from
  time to time after the date of purchase of the Series B Preferred
  Stock (the "Series B Purchase Date") fix a record date for the
  effectuation of a split or subdivision of the outstanding shares
  of Common Stock or the determination of holders of Common Stock
  entitled to receive a dividend or other distribution payable in
  additional shares of Common Stock or Common Stock Equivalents
  without payment of any consideration by such holder for the
  additional shares of Common Stock or the Common Stock Equivalents
  (including the additional shares of Common Stock issuable upon
  conversion or exercise thereof), then, as of such record date (or
  the date of such dividend distribution, split or subdivision if
  no record date is fixed), the Conversion Price of the Series B
  Preferred Stock shall be appropriately decreased so that the
  number of shares of Common Stock issuable on conversion of each
  share of such Series B Preferred Stock shall be increased in
  proportion to such increase in the aggregate of shares of Common
  Stock outstanding and those issuable with respect to such Common
  Stock Equivalents.
  
  (viii)  If the number of shares of Common Stock outstanding at
  any time after the Series B Purchase Date is decreased by a
  combination of the outstanding shares of Common Stock, then,
  following the record date of such combination, the Conversion
  Price for the Series B Preferred Stock shall be appropriately
  increased so that the number of shares of Common Stock issuable
  on conversion of each share of each series shall be decreased in
  proportion to such decrease in outstanding shares.
  
  (f)  In the event the Corporation shall declare a distribution
  payable in securities of other persons, evidences of indebtedness
  issued by the Corporation or other persons, assets (excluding
  cash dividends) or options or rights not referred to in 
  subsection 8(e) to the holders of the Corporation's Common Stock,
  then, in each such case for the purpose of this subsection 8(f),
  the holders of the Series B Preferred Stock shall be entitled to
  a proportionate share of any such distribution as though they
  were the holders of the number of shares of Common Stock of the
  Corporation into which their shares of Series B Preferred Stock 
  are convertible as of the record date fixed for the determination
  of the holders of Common Stock of the Corporation entitled to
  receive such distribution. 
  
  (g)  If at any time or from time to time there shall be a
  recapitalization of the Common Stock (other than a subdivision,
  combination or merger or sale of assets transaction provided for
  elsewhere in this Section 8 or Section 6(c)) provision shall be
  made so that the holders of the Series B Preferred Stock shall
  thereafter be entitled to receive upon conversion of the Series B
  Preferred Stock the number of shares of stock or other securities
  or property of the Corporation or otherwise, to which a holder of
  Common Stock deliverable upon conversion would have been entitled
  on such recapitalization.  In any such case, appropriate
  adjustment shall be made in the application of the provisions of
  this Section 8 with respect to the rights of the holders of the
  Series B Preferred Stock after the recapitalization to the end
  that the provisions of this Section 8 (including adjustment of
  the Conversion Price for the Series B Preferred Stock then in
  effect and the number of shares issuable upon conversion of the
  Series B Preferred Stock) shall be applicable after that event as
  nearly equivalent as may be practicable. 
  
  (h)  The Corporation will not, by amendment of its Amended and
  Restated Articles of Incorporation, as amended, or through any
  reorganization, recapitalization, transfer of assets, 
  consolidation, merger, dissolution, issue or sale of securities
  or any other voluntary action, avoid or seek to avoid the
  observance or performance of any of the terms to be observed or
  performed hereunder by the Corporation, but will at all times in
  good faith assist in the carrying out of all the provisions of
  this Section 8 and in the taking of all such action as may be
  necessary or appropriate in order to protect the conversion
  rights of the holders of the Series B Preferred Stock against
  impairment.
  
  (i)  If any capital reorganization or reclassification of the
  capital stock of the Corporation, or consolidation or merger of
  the Corporation with and into another corporation, or the sale of
  all or substantially all of its assets to another corporation,
  shall be effected while any shares of Series B Preferred Stock
  are outstanding in such a manner that holders of shares of Common
  Stock shall be entitled to receive stock, securities or assets
  with respect to or in exchange for Common Stock, then, as a
  condition of such reorganization or reclassification, 
  consolidation, merger or sale, lawful and adequate provision
  shall be made whereby each holder of Series B Preferred Stock
  shall thereafter have the right to receive upon the basis and
  upon the terms and conditions specified herein and in lieu of the
  shares of Common Stock immediately theretofore receivable upon
  conversion of Series B Preferred Stock, such shares of stock,
  securities or assets as may be issued or payable with respect to
  or in exchange for a number of outstanding shares of such Common
  Stock equal to the number of shares of such Common Stock 
  immediately theretofore so receivable had such reorganization or
  reclassification, consolidation, merger or sale not taken place,
  and in such case appropriate provision shall be made with respect
  to the rights and interests of the holders of Series B Preferred
  Stock to the end that the provisions hereof (including, without
  limitation, provisions for adjustment of the Conversion Price of
  the Series B Preferred Stock and of the number of shares of 
  Common Stock issuable upon conversion thereof) shall thereafter
  be applicable, as nearly as may be possible, in relation to any
  shares of stock, securities or assets thereafter deliverable upon
  the conversion of such shares of Series B Preferred Stock. The
  Corporation shall not effect any such consolidation, merger or
  sale unless approved by the holders of Series B Preferred Stock
  as provided in Section 6(c) and prior to or simultaneously with
  the consummation thereof the survivor or successor corporation
  (if other than the Corporation) resulting from such consolidation
  or merger or the corporation purchasing such assets shall assume
  by written instrument executed and mailed or delivered to each
  holder of Series B Preferred Stock, the obligation to deliver to
  such holders of Series B Preferred Stock such shares of stock,
  securities or assets as, in accordance with the foregoing 
  provisions, such holder of Series B Preferred Stock may be
  entitled to receive, and containing the express assumption of
  such successor corporation of the due and punctual performance
  and observance of every provision of these Articles of 
  Incorporation to be performed and observed by the Corporation and
  of all liabilities and obligations of the Corporation hereunder
  with respect to the Series B Preferred Stock.
  
  (j) (i) No fractional shares shall be issued upon the conversion
  of any share or shares of the Series B Preferred Stock, and the
  number of shares of Common Stock to be issued shall be rounded to
  the nearest whole share.  In lieu of any fractional shares to
  which the holder would otherwise be entitled, the Corporation
  shall made a cash payment equal to the Current Market Price of
  the Common Stock as of two business days prior to payment 
  multiplied by such fraction.
  
  (ii)  Upon the occurrence of each adjustment or readjustment of
  the Conversion Price of Series B Preferred Stock pursuant to this
  Section 8, the Corporation, at its expense, shall promptly
  compute such adjustment or readjustment in accordance with the 
  terms hereof and prepare and furnish to each holder of Series B
  Preferred Stock a statement, signed by its independent certified
  public accountants, setting forth such adjustment or readjustment
  and showing in detail the facts upon which such adjustment or
  readjustment is based.  The Corporation shall, upon the written
  request at any time of any holder of Series B Preferred Stock, 
  furnish or cause to be furnished to such holder a like 
  certificate setting forth (A) such adjustment and readjustment,
  (B) the Conversion Price for such Series B Preferred Stock at the
  time in effect, and (C) the number of shares of Common Stock and
  the amount, if any, of other property which at the time would be
  received upon the conversion of a share of such Series B 
  Preferred Stock. 
  (k)  In the event of any taking by the Corporation of a record of
  the holders of any class of securities for the purpose of
  determining the holders thereof who are entitled to receive any
  dividend (other than a cash dividend) or other distribution, any
  right to subscribe for, purchase or otherwise acquire any shares
  of stock of any class or any other securities or property, or to
  receive any other right, the Corporation shall mail to each
  holder of Series B Preferred Stock, at least twenty (20) days
  prior to the date specified therein, a notice specifying the date
  on which any such record is to be taken for the purpose of such
  dividend, distribution or right, and the amount and character of
  such dividend, distribution or right.
  
  (l)  The Corporation shall at all times reserve and keep
  available out of its authorized but unissued shares of Common
  Stock, solely for the purpose of effecting the conversion of the
  shares of the Series B Preferred Stock, such number of its shares
  of Common Stock as shall from time to time be sufficient to
  effect the conversion of all outstanding shares of the Series B
  Preferred Stock; and if at any time the number of authorized but
  unissued shares of Common Stock shall not be sufficient to effect
  the conversion of all then outstanding shares of the Series B
  Preferred Stock, in addition to such other remedies as shall be
  available to the holder of such Series B Preferred Stock, the
  Corporation will take such corporate action as may, in the 
  opinion of its counsel, be necessary to increase its authorized
  but unissued shares of Common Stock to such number of shares as
  shall be sufficient for such purposes, including, without 
  limitation, engaging in best efforts to obtain the requisite
  stockholder approval of any necessary amendment to these 
  provisions.  The Corporation shall pay all documentary, stamp or
  other transactional taxes attributable to the issuance or 
  delivery of shares of capital stock of the Corporation upon
  conversion of any shares of Series B Preferred Stock; provided,
  however, that the Corporation shall not be required to pay any
  taxes which may be payable in respect of any transfer involved in
  the issuance or delivery of any certificate for such shares in a
  name other than that of the holder of the shares of Series B
  Preferred Stock in respect of which such shares are being issued. 
  All shares of Common Stock which may be issued in connection with
  the conversion provisions set forth herein will, upon issuance by
  the Corporation, be validly issued, fully paid and nonassessable
  and free from all taxes, liens or charges with respect thereto.
  
  (m)  Any notice required by the provisions of this Section 8 to
  be given to the holders of shares of Series B Preferred Stock
  shall be deemed given if deposited in the United States mail,
  postage prepaid, and addressed to each holder of record at his
  address appearing on the books of the Corporation.
  
  (n)  In the event any shares of Series B Preferred Stock shall be
  converted pursuant to Section 8 hereof, the shares so converted
  shall be cancelled.  The Amended and Restated Articles of 
  Incorporation of the Corporation, as amended, may be 
  appropriately amended from time to time to effect the 
  corresponding reduction in the Corporation's authorized capital
  stock.
  
  9.     Definitions.
  
  The term "Current Market Price" at any date of one share of
  Common Stock means the daily closing price on the day before the
  day in question. The closing price shall be the last reported
  sales price regular way or, in case no such reported sales took 
  place on such day, the average of the last reported bid and asked
  prices regular way, in either case on the principal national
  securities exchange on which the common stock is listed or
  admitted to trading (or if the common stock is not at the time
  listed or admitted for trading on any such exchange, then such
  price as shall be equal to the average of the last reported bid
  and asked prices, as reported by the National Association of
  Securities Dealers Automated Quotations Systems ("NASDAQ") on
  such day, or if, on any day in question, the security shall not
  be quoted on the NASDAQ, then such price shall be equal to the
  last reported bid and asked prices on such day as reported by the
  National Quotation Bureau, Inc. or any similar reputable 
  quotation and reporting service, if such quotation is not 
  reported by the National Quotation Bureau, Inc.).
  
  3.     Miscellaneous.
  
  The foregoing resolution was duly adopted by the Board of
  Directors of the Corporation on November 27, 1995.
  
  
  
  
  
             [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]<PAGE>
   
  
  
  
                        Such resolution was signed by the President and 
  Secretary of the Corporation.
  
  
                          DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                          a Nebraska corporation
  
                          By: /S/MITCHEL J. LASKEY
                              Mitchel J. Laskey, President
  
  
                          By: /S/DAVID M. POMERANCE        
                              David M. Pomerance, Secretary
  
  
  
  
  
  
  <PAGE>
  PRESS RELEASE
  
  
  For Immediate Release    Media Contact:      Mary Lu Lander
                                               Vice President,
                                               Marketing
  
                           Investor Contact:   Mitchel J. Laskey
                                               President and 
                                               Chief Operating
                                               Officer
  
                                                               
                           Dynamic Healthcare Technologies, Inc.
                           101 Southhall Lane     Suite 210
                           Maitland,  FL 32751
                           1-800-832-3020
  
  
               DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
          QUALIFIES FOR RELISTING ON NASDAQ STOCK MARKET
  
  
  Maitland, Florida - November 28, 1995 -- Dynamic Healthcare
  Technologies, Inc. ("the Company", DHTI) today announced
  completion of the conversion of all of the previously
  outstanding subordinated Convertible Notes to Series A Preferred
  Shares of the Company.  This transaction reclassifies $775,000 of
  debt financing as equity financing, and establishes compliance
  with the NASDAQ's continuing capital surplus maintenance 
  requirement.  This positions the Company's Common Stock for
  relisting on the NASDAQ stock market. 
  
  Dynamic Healthcare Technologies, Inc. is a software developer and
  marketer of imaging, laboratory, anesthesiology and other
  specialty products and services in the healthcare information
  systems industry.  The Company's mission is to provide its 
  clients with the software, technologies and services which
  leverage their investment in existing information systems, and to
  aggressively bring to market emerging solutions that support the
  new and diverse healthcare environments and business strategies
  of the nineties. 
  
                                                                    
                                 ####
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  PRESS RELEASE
  
  
  For Immediate Release     Media Contact:     Mary Lu Lander
                                               Vice President,
                                               Marketing
  
                            Investor Contact:  Mitchel J. Laskey
                                               President and
                                               Chief Operating
                                               Officer
  
                                                                    
                            Dynamic Healthcare Technologies, Inc.
                            101 Southhall Lane     Suite 210
                            1-800-832-3020
  
  
              DYNAMIC HEALTHCARE TECHNOLOGIES, INC. 
            CLOSES $2.7 MILLION OF PRIVATE PLACEMENT 
  
  
  Maitland, Florida - December 5, 1995 -- Dynamic Healthcare
  Technologies, Inc. (NASDAQ: DHTI) today announced the initial
  closing of a Private Placement resulting in $2.7 million of new
  equity investment in the Company in exchange for 3,375,000 Series
  B Preferred Shares.  The Company also reported an
  oversubscription to the Offering.  Although the Offering has been
  completed, final closing is expected to provide $350,000 of
  additional proceeds on or before December 31, 1995.  
  
  The Company has now entered the final phase of the Refinancing
  Plan begun during the second quarter of 1995.  During this phase,
  the Company expects to effectively refinance its current
  demand Line of Credit as a Long Term Note as permitted under the 
  October 20, 1995 Loan Commitment from the Bank.  Since inception
  of the Refinancing Plan, the Company has raised $3,475,000 in
  equity through the issuance of Series A and B Preferred Shares.  
  
  David M. Pomerance, Chief Executive Officer commented, 
  "Completion of the Refinancing Plan will mark the culmination of
  the restructuring process begun in August of 1994. The new
  Dynamic is positioned to emerge as a leading supplier of software
  and services in the healthcare industry."
  
                                                                    
                              (more)
  
  
  <PAGE>
  DYNAMIC CLOSES $2.7 MILLION OF PRIVATE PLACEMENT
  Page 2
  
  
  Mitchel J. Laskey, President and Chief Operating Officer stated,
  "We have now turned our attention to many opportunities that
  exist in the evolving healthcare industry.  Our efforts will
  center on increasing revenues by growing market share for
  existing products, exploring new opportunities when presented,
  and structuring innovative business relationships."
  
  Dynamic Healthcare Technologies, Inc. develops, markets, installs
  and supports clinical information systems, document imaging
  solutions and DynamicVision , an enterprise-wide, multi-media
  software and services solution that integrates health-related
  data from many sources into a comprehensive electronic health
  record.  
  
  
  
  
  
  
  
  
  
  
                                                                    
                               ####
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  PRESS RELEASE
  
  
  For Immediate Release     Media Contact:      Mary Lu Lander
                                                Vice President,
                                                Marketing
  
                            Investor Contact:   Mitchel J. Laskey
                                                President and Chief
                                                Operating Officer
  
                   
                            Dynamic Healthcare Technologies, Inc.
                            101 Southhall Lane     Suite 210
                            1-800-832-3020
  
  
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC. COMPLETES REFINANCING PLAN
  
  
  
  Maitland, Florida - December 8, 1995 -- Dynamic Healthcare
  Technologies, Inc. (NASDAQ: DHTI) announced completion of the
  Company's Refinancing Plan today.  The final phase resulted
  in the retirement of the previously outstanding $3.4 million
  demand Line of Credit by a $600,000 cash payment and the issuance
  of a Term Note in the amount of $2.8 million in favor of the
  Bank.
  
  The Term Note is payable in fixed monthly payments of principal
  and interest of $29,911 beginning January 1, 1996 and a balloon
  payment on March 31, 1998.  The Term Note bears a floating
  interest rate equal to the Bank's prime rate plus two percent
  (2%) per annum, which was 10.75% as of December 8, 1995.
  
  Completion of this phase of the Refinancing Plan significantly
  improves the Company's working capital ratio and solidifies its
  total capitalization.  Since inception of its Refinancing Plan,
  the Company has raised $3,850,000 in equity through the issuance
  of Series A and B Preferred Shares and warrants, refinanced the
  $3.4 million demand Line of Credit on a long term basis, and
  regained listing on the NASDAQ stock market.
  
  
  
                                                                    
                              (more)
  
  
  
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC. COMPLETES REFINANCING PLAN
  Page 2
  
  Dynamic Healthcare Technologies, Inc. develops, markets, installs
  and supports clinical information systems, document imaging
  solutions and DynamicVision , an enterprise-wide, multi-media
  software and services solution that integrates health-related
  data from many sources into a comprehensive electronic health
  record.  
  
  
  
  
  
  
  
  
  
  
  
  
                                                                  
                               ####
  
  
  
  
  
  
  
                  DynamicVision of a trademark of 
               Dynamic Healthcare Technologies, Inc.
  
  
  
  
  
  
  
  
  
  
  
   
  
  
  
  
  
  
  
  
  
  
  PRESS RELEASE
  
  
  For Immediate Release   Media Contact:    Mary Lu Lander
                                            Vice President,
                                            Marketing
  
                          Investor Contact: Mitchel J. Laskey
                                            President and Chief
                                            Operating Officer
  
                                                                    
                          Dynamic Healthcare Technologies, Inc.
                          101 Southhall Lane     Suite 210
                          1-800-832-3020
   
  
  
           DYNAMIC HEALTHCARE TECHNOLOGIES INC. ANNOUNCES 
             PLANS TO ACQUIRE DIMENSIONAL MEDICINE, INC.
  
  
  Maitland, Florida - December 8, 1995 -- Dynamic Healthcare
  Technologies, Inc.(Dynamic) (NASDAQ: DHTI) has announced the
  signing of a Letter of Intent agreeing in principle to
  acquire, for approximately $550,000, all outstanding common 
  shares of Dimensional Medicine, Inc. (DMI)(LOTC: DIMM) of
  Minnetonka, Minnesota.  In addition, the Letter of Intent
  provides that, upon closing, Dynamic will retire $600,000 of
  senior debt of DMI.  The transaction is subject to definitive
  agreements and approvals of the Boards of both companies and the
  shareholders of DMI.  
  
  Founded in 1982, DMI develops and markets radiology information
  management solutions for hospitals, clinics, and independent
  diagnostic imaging centers.  DMI's two major products are
  Maxifile , which computerizes the clerical and administrative
  functions in the radiology department; and Maxiview , an advanced
  imaging and graphics workstation.  
  
  Modular in design, Maxifile applications include patient
  scheduling and processing, film management, statistical
  reporting, quality control, and patient billing.  Maxiview
  accommodates two and three dimensional image processing and is
  compatible with imaging equipment from all major manufacturers. 
  
  
  
  
                                                                    
                            (more)
  
  
  
  DYNAMIC HEALTHCARE TECHNOLOGIES INC. ANNOUNCES PLANS  TO ACQUIRE
  DIMENSIONAL MEDICINE, INC.
  Page 2
  
  It enables a physician to observe interrelationships of soft
  tissue and bone, locate lesions and tumors more precisely, and
  perform a variety of measurements.  Additionally, the Workstation
  can display three-dimensional anatomical images on a conventional
  high resolution monitor. 
  
  The Company also sells an image review workstation, Maxiview
  Powerstation (MVP), which allows a physician to access and review
  images from a remote location.  Remote access to the images may
  be obtained either through the use of a modem or through a
  network that may already be functioning at the installation's
  site.    
  
  For the fiscal year ended March 31, 1995, DMI reported revenues
  of approximately $6 million and net income of approximately
  $175,000.  For the six months ended September 30, 1995, DMI
  reported revenues of approximately $2.5 million and a net loss of 
  approximately $44,000.
  
  David M. Pomerance, Dynamic s Chief Executive Officer stated,
  "Strategically, DMI is a perfect fit for us.  Their diagnostic
  imaging products are complementary to our own imaging solutions,
  and give Dynamic an entree into the radiology information systems
  market --  one  that we believe offers a significant opportunity
  in the next few years." 
  
  John P. Paumen, President and Chief Executive Officer of DMI
  added, "We are very happy and enthusiastic about joining the
  Dynamic team.  By combining our respective resources and 
  technologies, we will be able to offer our customers a broader
  range of solutions for their information system needs."
  
  Mitchel J. Laskey, Dynamic s President and Chief Operating
  Officer added, "We are excited about the opportunity to integrate
  DMI s diagnostic imaging capabilities into our recently announced
  DynamicVision  multi-media electronic health record strategy. 
  Physicians will be able to view review quality images on the same
  workstation with chart documents, textual data and other
  components of a patient's electronic health record."
  
  
                                                                    
                              (more)
  
  
  
  
  
  
  
  
  DYNAMIC HEALTHCARE TECHNOLOGIES INC. ANNOUNCES PLANS  TO ACQUIRE
  DIMENSIONAL MEDICINE, INC.
  Page 3
  
  
  Dynamic Healthcare Technologies, Inc. develops, markets, installs
  and supports clinical information systems, document imaging
  solutions and DynamicVision, an enterprise-wide, multi-media
  software and services solution that integrates health-related
  data from many sources into a comprehensive electronic health
  record.  
  
                                                                
                               ####
  
  
  
  
  
  
  
  
  
  
  
  
  
                  DynamicVision is a trademark of Dynamic
                      Healthcare Technologies, Inc.  
   Maxifile is a registered trademark and Maxiview is a trademark
                      of Dimensional Medicine, Inc.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 80727}]
metadata_filer: {"company-data": {"conformed-name": "DYNAMIC HEALTHCARE TECHNOLOGIES INC", "cik": "0000720481", "assigned-sic": "7373", "irs-number": "470643468", "state-of-incorporation": "NE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12516", "film-number": "95600957"}, "business-address": {"street1": "195 WEKIVA SPRING ROAD", "city": "LONGWOOD", "state": "FL", "zip": "32779", "phone": "407-862-99"}, "mail-address": {"street1": "101 SOUTHHALL LANE", "street2": "SUITE 210", "city": "MAITLAND", "state": "FL", "zip": "32751"}, "former-company": {"former-conformed-name": "TERRANO CORP", "date-changed": "19920703"}}
text: SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
  
                                                                  
                                FORM 8-K
  
                 PURSUANT TO SECTION 13 OR 15(D) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event report)November 28, 1995   
                                              
  
  Commission File Number         0-12516                            
                                                                 
  
  Dynamic Healthcare Technologies, Inc.                             
                                                                
  (Exact name of registrant as specified in its charter)
  
  Nebraska                      0-12516                47-0643468
  (State or other jurisdiction (Commission File Number)(IRS E.I.N.)
    of  Incorporation)
  
  101 Southhall Lane, Suite 210   Maitland, Florida       32751     
  Address of principal executive offices)		       (ZIP Code)
  
  (407) 875-9991                          
  (Registrant's telephone, including area code)
  
  None                                                          
  (Former name of former address, if changed from last report) 
  
  This report consists of thirty (30) pages.
  The index to exhibit appears on page five (5).
  FORM 8-K
                 DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                         NOVEMBER 28, 1995
  
  Item 1.      Changes in Control of Registrant
  
                   None.
  
  Item 2.      Acquisition or Disposition of Assets
  
                   None.
  
  Item 3.      Bankruptcy or Receivership
  
                   None.
  
  Item 4.      Changes in Registrant's Certifying Accountants
  
                   None.
  
  Item 5.      Other Events
  
  On November 28, 1995, the Registrant pursuant to unanimous
  approval by the Registrant's Board of Directors filed the
  Designation of Series A Preferred Stock ("Series A Shares") and
  Series B Preferred Stock ("Series B Shares") with the State of
  Nebraska Secretary's office authorizing 1,055,938 shares of 9%
  Series A Cumulative Convertible Preferred Stock and 4,384,375
  shares of 9% Series B Cumulative Convertible Preferred Stock.  In
  connection therewith, on November 28, 1995, all of the $775,000
  of previously outstanding Subordinated Convertible Notes were
  converted to an aggregate of 968,750 Series A Shares. 
  
  On December 5, 1995 the Registrant closed a Private Placement
  resulting in $2.7 million of new equity investment into the
  Registrant in exchange for 3,375,000 Series B Preferred Shares. 
  Although the Offering has been completed, final closing is
  expected to provide $350,000 of additional proceeds on or before
  December 31, 1995 in exchange for 437,500 Series B Preferred
  Shares. 
  
  Also on December 5, 1995 the Registrant received acceptance of a
  Letter of Intent to acquire all of the outstanding common stock
  of Dimensional Medicine, Inc. ("DMI") for approximately $550,000. 
  In addition, the Registrant intends to retire certain debt of DMI
  at the closing of approximately $600,000.  The proposed
  transaction is subject to the approval of both company's Board of
  Directors, and DMI shareholders, and the negotiation and
  execution of definitive agreements.
  
  On December 7, 1995 the Registrant refinanced its demand Line of
  Credit with the Bank.  The then outstanding balance of $3.4 
  million was extinguished by a $600,000 cash payment and the issuance of a Term 
  Note in the amount of $2,800,000 in favor of
  the Bank.  The Term Note is payable in fixed monthly payments of
  principal and interest of $29,911 beginning January  1, 1996 and
  a balloon payment on March 31, 1998.  The Term Note bears a
  floating interest rate equal to the Bank's prime rate plus two
  percent (2%) per annum, which was 10.75% as of December 8, 1995.
  
  Item 6.      Resignations of Registrant's Directors
  
                   None.   
  
  Item 7.      Financial Statements and Exhibits
  
                   None.
  
  Item 8.      Change in Fiscal Year
  
                   None.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                              DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
                              (Registrant)
  
  Date: December 11, 1995      /S/MITCHEL J.LASKEY                  
                               Mitchel J. Laskey
                               President , COO
  
  Date: December 11, 1995      /S/PAUL S. GLOVER                 
                               Paul S. Glover
                               Vice President of Finance, CFO
  FORM 8-K
                DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
                        INDEX TO EXHIBITS
  
  Description of Exhibits:                            Page Number
  
  Exhibit 4: Designation of Series A 
  Preferred Stock and Series B Preferred Stock              6
  
  Exhibit 20(a):November 28, 1995 Press Release            23
  
  Exhibit 20(b):December 5, 1995 Press Release             24
  
  Exhibit 20(c):December 7, 1995 Press Release             26
  
  Exhibit 20(d):December 10, 1995 Press Release            28
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
  
            DESIGNATION OF SERIES A PREFERRED STOCK AND
                     SERIES B PREFERRED STOCK
  
   1.     The name of the corporation is Dynamic Healthcare
  Technologies, Inc. (the "Corporation").
  
  2.     The resolution determining the Series A Preferred Stock
  and Series B Preferred Stock is as follows:
  
  NOW, THEREFORE BE IT RESOLVED: that the Corporation be, and it
  hereby is, authorized to issue One Million Fifty Five Thousand
  Nine Hundred and Thirty Eight (1,055,938) shares of 9% Series A
  Cumulative Convertible Preferred Stock, $.01 par value (the
  "Series A Preferred Stock") and Four Million Three Hundred Eighty
  Four Thousand Three Hundred and Seventy Five (4,384,375) shares
  of 9% Series B Cumulative Convertible Preferred Stock, $.01 par
  value ("Series B Preferred Stock") which shall have the following
  attributes:
  
  1.     Designations.  One Million Fifty Five Thousand Nine
  Hundred and Thirty Eight (1,055,938)shares of the Preferred Stock
  of the Corporation shall constitute a series of Preferred Stock
  designated as "9% Series A Cumulative Convertible Preferred
  Stock" ("Series A Preferred Stock").  Four Million Three Hundred
  Eighty Four Thousand Three Hundred and Seventy Five (4,384,375)
  shares of the Preferred Stock of the Corporation shall constitute
  a series of Preferred Stock designated as "9% Series B Cumulative
  Convertible Preferred Stock" ("Series B PreferredStock"). 
  
  2.     Dividends.    The holders of shares of Series A Preferred
  Stock and Series B Preferred Stock each will be entitled to
  receive, on a pari passu basis, when and as declared by the Board
  of Directors out of assets of the Corporation legally available
  for payment, an annual cash dividend at the rate of 9% of the
  Conversion Value (as defined below) per share of the Series A
  Preferred Stock and the Series B Preferred Stock, as the case may
  be, payable quarterly in arrears on March 31, June 30, September
  30 and December 31, commencing December 31, 1995 (each a
  "dividend payment date"); provided that, if on any such day banks
  in the City of New York are authorized or required to close,
  dividends otherwise payable on such day will be payable on the
  next day that banks in the City of New York are not authorized or
  required to close.  Such dividends on shares of the Series A
  Preferred Stock and Series B Preferred Stock will be cumulative
  from the date of initial issuance of such shares of Series A
  Preferred Stock and Series B Preferred Stock, as the
  case may be.  Such dividends will be payable, in arrears, to
  holders of record as they appear on the stock books of the
  Corporation on such record dates, not more than 60 days nor less
  than 10 days preceding the payment dates thereof, as shall be
  fixed by the Board of Directors.  The amount of dividends payable per share 
  for each dividend period shall be computed by dividing
  by four the 9% annual rate.  The amount of dividends payable on
  the Series A Preferred Stock and Series B Preferred Stock for the
  initial dividend period and for any period shorter than a full
  quarterly dividend period shall be computed on the basis of a
  360-day year of twelve 30-day months.  
  
  (b)     In the event the Corporation (i) shall be in default
  under the terms of the Series B preferred stock purchase
  agreement to be entered into among the Corporation and certain
  investors to be parties thereto relating to the issuance of
  shares of Series B Preferred Stock; (ii) shall be in default
  under the terms of any loan agreements or similar agreement with
  commercial lenders for borrowed money; (iii) shall file for, or
  have filed against it a petition for bankruptcy; or (iv) shall
  not make a dividend payment when due (any of which, shall be an
  "Event of Default") the dividend rate on the Series B Preferred
  Stock shall increase to fifteen (15%) percent per annum (the
  "Default Dividend Rate"), so long as the Event of Default
  continues.  During an Event of Default, the holders of the Series
  A Preferred Stock may, at their option, upon written notice to
  the Corporation at least 10 days prior to the payment date of any
  dividends (or, in the case of dividend payments not paid when
  due, at any time after the applicable payment due date), elect to
  receive such dividend payments in the form of additional shares
  of Series A Preferred Stock, with the number of additional shares
  of Series A Preferred Stock to be received to be equal to the
  amount of the dividend due divided by the Conversion Value then
  in effect for the Series A Preferred Stock.  During an Event of
  Default, the holders of the Series B Preferred Stock may, at
  their option, upon written notice to the Corporation at least 10
  days prior to the payment date of any such dividends (or, in the
  case of dividend payments not paid when due, at any time after
  the applicable payment due date), elect to receive such dividend
  payments in the form of additional shares of Series B Preferred
  Stock, with the number of additional shares of Series B Preferred
  Stock to be received to be equal to the amount of the dividend
  due (at the Default Dividend Rate) divided by the Conversion
  Price (as defined below) then in effect for the Series B
  Preferred Stock.
  
  (c)    The Corporation may not declare or pay any dividend or
  make any distribution of assets on, or redeem, purchase or
  otherwise acquire, shares of common stock of the Corporation
  ("Common Stock") or of any other stock of the Corporation ranking
  junior to the Series A Preferred Stock or Series B Preferred
  Stock as to the payment of dividends or the distribution of
  assets upon liquidation, dissolution or winding up, unless all
  accrued and unpaid dividends on the Series A Preferred Stock and
  Series B Preferred Stock for all prior dividend periods have been
  or contemporaneously are declared and paid (including any
  dividends paid pursuant to Section 2(b)) and the full quarterly
  dividend on the Series A Preferred Stock and Series B Preferred
  Stock for the current dividend period has been or contemporaneously is 
  declared and set apart for payment.
  
  3.     Rights on Liquidation, Dissolution or Winding Up, Etc.
  
  (a)     In the event of any voluntary or involuntary liquidation
  of the Corporation, the assets of the Corporation available for
  distribution to its shareholders, whether from capital, surplus
  or earnings, shall be distributed in the following order of
  priority:
  (i)     The holders of Series A Preferred Stock and Series B
  Preferred Stock shall be entitled to receive, prior and in
  preference to any distribution to the holders of Common Stock or
  any class of stock ranking as to dividends or upon liquidation
  junior to the Series A Preferred Stock or Series B Preferred
  Stock (x) as to the holders of Series B Preferred Stock, an
  amount equal to the greater of (A) $.80 per share for each share
  of Series B Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  such share of Series B Preferred Stock as of the date such
  payment is made to the holders of Series B Preferred Stock or (B)
  the amount the holders of Series B Preferred Stock would have
  received had the holders of Series B Preferred Stock converted
  the Series B Preferred Stock into Common Stock as provided in
  Section 8 immediately prior to the voluntary or involuntary
  liquidation and, in addition, an amount equal to all accrued but
  unpaid dividends on such shares of Series B Preferred Stock as of
  the date such payment is made to the holders of Series B
  Preferred Stock and (y) as to the holders of
  Series A Preferred Stock, an amount equal to $.80 per share for
  each share of Series A Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  such share of Series A Preferred Stock as of the date such
  payment is made to the holders of Series A Preferred Stock. 
  
  (ii)     Distributions made to holders of Series A Preferred
  Stock and Series B Preferred Stock pursuant to this Section 3(a)
  shall be made pro rata based on the amounts the respective
  liquidation preferences of the Series A Preferred Stock and
  Series B Preferred Stock determined in accordance with Section
  3(a)(i) bear to the total amount available for distribution.
  
  (iii)     After distribution of the amounts set forth in Sections
  3(a)(i) above, the remaining assets of the Corporation available
  for distribution, if any, to the stockholders of the Corporation
  shall be distributed to the holders of issued and outstanding
  shares of Common Stock, pro rata, based upon their respective
  holdings.
  
  (b)     In the event of any voluntary or involuntary dissolution
  or winding up of the Corporation, the assets of the Corporation
  available for distribution to its shareholders, whether from
  capital, surplus or earnings, shall be distributed in the
  following order of priority:
  
  (i)     The holders of Series A Preferred Stock and Series B
  Preferred Stock shall be entitled to receive, prior and in
  preference to any distribution to the holders of Common Stock or
  any class of stock ranking as to dividends or upon liquidation
  junior to the Series A Preferred Stock or Series B Preferred
  Stock (x) as to the holders of Series B Preferred Stock, an
  amount equal to the greater of (A) $.80 per share for each share
  of Series B Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  such share of Series B Preferred Stock as of the date such
  payment is made to the holders of Series B Preferred Stock or (B)
  the amount the holders of Series B Preferred Stock would have
  received had the holders of Series B Preferred Stock converted
  the Series B Preferred Stock into Common Stock as provided in
  Section 8 immediately prior to the voluntary or involuntary
  dissolution or winding up of the Corporation and, in addition, an
  amount equal to all accrued but unpaid dividends on such shares
  of Series B Preferred Stock as of the date such payment is made
  to the holders of Series B Preferred Stock and (y) as to the
  holders of Series A Preferred Stock, an amount equal to the
  greater of (A) $.80 per share for each share of Series A
  Preferred Stock then outstanding and, in addition, an amount
  equal to all accrued but unpaid dividends on such share of Series
  A Preferred Stock as of the date such payment is made to the
  holders of Series A Preferred Stock or (B) the amount the holders
  of Series A Preferred Stock would have received had the holders
  of Series A Preferred Stock converted the Series A Preferred
  Stock into Common Stock as provided in Section 7 immediately
  prior to the voluntary or involuntary dissolution or winding up
  of the Corporation and, in addition, an amount equal to all
  accrued but unpaid dividends on such shares of Series A Preferred
  Stock as of the date such payment is made to the holders of 
  Series A Preferred Stock.
  
  (ii)     Distributions made to holders of Series A Preferred
  Stock and Series B Preferred Stock pursuant to this Section 3(b)
  shall be made pro rata based on the amounts the respective
  liquidation preferences of the Series A Preferred Stock and
  Series B Preferred Stock determined in accordance with Section
  3(b)(i) bear to the total amount available for distribution.
  
  (iii)     After distribution of the amounts set forth in Sections
  3(b)(i) above, the remaining assets of the Corporation available
  for distribution, if any, to the stockholders of the Corporation
  shall be distributed to the holders of issued and outstanding
  shares of Common Stock, pro rata, based upon their respective
  holdings.
  
  4.     Redemption of Series A Preferred Stock.   On any date
  after (i) June 30, 1998 and (ii) all shares of the Series B
  Preferred Stock have been redeemed as provided in Section 5 or
  there are otherwise no shares of Series B Preferred Stock
  outstanding, the Corporation shall (unless otherwise prevented by
  law) redeem, at the Corporation's option and upon the written
  notice to the holders of the then outstanding shares of Series A
  Preferred Stock (which notice shall state the Corporation's
  intention to exercise the redemption option set forth herein as
  provided in Section 4(b).  The redemption price of shares of the
  Series A Preferred Stock shall be equal to (a) the stated value
  per share of $.90 per share if redeemed prior to June 30, 1999
  plus any accrued but unpaid dividends and (b) the stated value
  per share of $.80 per share if redeemed on or after June 30, 1999
  plus any accrued but unpaid dividends.
  
  (b)     Notice of any Series A Preferred Stock redemption date
  and the redemption option exercisable in connection therewith
  pursuant to this Section 4 shall be sent by the Corporation by
  first-class certified mail, return receipt requested, postage
  prepaid, to the holders of record of shares of Series A Preferred
  Stock at their respective addresses as the same shall appear on
  the books of the Corporation.  Such notice shall be mailed not
  less than 30 nor more than 60 days in advance of the applicable
  Series A Preferred Stock redemption date.  At any time on or
  after the Series A Preferred Stock redemption date, the holders
  of record of shares of Series A Preferred Stock to be redeemed on
  such Series A Preferred Stock redemption date in accordance with
  this Section 4 shall be entitled to receive the applicable
  redemption price upon actual delivery to the Corporation or its
  agents of the certificates representing the shares to be
  redeemed.  If upon any redemption the assets of the Corporation
  available for redemption shall be insufficient to pay the
  holders of the shares of Series A Preferred Stock the full
  amounts to which they shall be entitled, the holders of shares of
  Series A Preferred Stock shall share ratably in any such
  redemption according to the respective amounts which would be
  payable in respect of such shares to be redeemed to the holders
  thereof if all amounts payable on or with respect to such shares
  were paid in full.
  
  5.     Redemption of Series B Preferred Stock.   Upon the
  occurrence of (i) a consolidation or merger of the Corporation
  with and into any other corporation or corporations in a
  transaction in which the common shareholders of the Corporation
  receive cash, securities or other consideration in exchange for
  the shares of capital stock of the Corporation then held by them
  or (ii) the sale of all or substantially all of the assets of the
  Corporation, the Corporation shall (unless otherwise prohibited
  by applicable law) redeem, at the option and upon the written
  notice of holders of a majority of the then-outstanding shares of
  Series B Preferred Stock (the "Majority Series B Holders") (which
  notice shall state such holders' intention to exercise the
  redemption option set forth herein and the number of shares of
  Series B Preferred Stock sought to be redeemed, delivered at
  least 60, but not more than 90, days prior to the redemption
  date) that number of shares of Series B Preferred Stock specified
  in the aforesaid written notice.  The redemption price of shares
  of the Series B Preferred Stock shall be equal to the amount
  provided for in Section 3(a)(i).
  (b) Notice of any Series B Preferred Stock redemption date and
  the redemption option exercisable in connection therewith
  pursuant to this Section 5 shall be sent by the Corporation by
  first-class certified mail, return receipt requested, postage
  prepaid, to the holders of record of shares of Series B Preferred
  Stock at their respective addresses as the same shall appear on
  the books of the Corporation.  Such notice shall be mailed not
  less than 30 nor more than 60 days in advance of the applicable
  Series B Preferred Stock redemption date.  At any time on or
  after the Series B Preferred Stock redemption date, the holders
  of record of shares of Series B Preferred Stock to be redeemed on
  such Series B Preferred Stock redemption date in accordance with
  this Section 5 shall be entitled to receive the applicable
  redemption price upon actual delivery to the Corporation
  or its agents of the certificates representing the shares to be
  redeemed.  If upon any redemption the assets of the Corporation
  available for redemption shall be insufficient to pay the holders
  of the shares of Series B Preferred Stock the full amounts to
  which they shall be entitled, the holders of shares of Series B
  Preferred Stock shall share ratably in any such redemption
  according to the respective amounts which would be payable in
  respect of such shares to be redeemed to the holders thereof if
  all amounts payable on or with respect to such shares were paid
  in full.
  
  6.  Voting Rights.    (a)    The holders of shares of Series A
  Preferred Stock shall have no voting rights whatsoever, except
  for any voting rights to which they may be entitled under the
  laws of the State of Nebraska, provided, however, that if
  dividends on the Series A Preferred Stock shall be in arrears for
  two calendar quarter(s) and so long as such dividends shall be in
  arrears, each holder of shares of Series A Preferred Stock shall
  be entitled to such number of votes in respect of such Series A
  Preferred Stock, as shall equal the largest whole number of
  shares of Common Stock into which such Series A Preferred Stock
  are then convertible as provided in Section 7 hereof, to vote on
  all matters to which holders of Common Stock shall be entitled to
  vote, voting together with the holders of Common Stock as one
  class.
  
  (b)  In addition to the rights specified in Section (c) below,
  each holder of shares of Series B Preferred Stock shall be
  entitled to such number of votes in respect of such Series B
  Preferred Stock, as shall equal the largest whole number of
  shares of Common Stock into which such shares of Series B
  Preferred Stock are then convertible as provided in Section 8
  hereof, to vote on all matters to which holders of Common Stock
  shall be entitled to vote, voting together, in the same manner
  and with the same effect as such holders of Common Stock as one
  class.
  
  (c)  The Corporation shall not, without the affirmative consent
  or approval of two-thirds of the then outstanding shares of
  Series B Preferred Stock (the "Two-Thirds Series B Holders"),
  voting as a separate class, given at a meeting called for such
  purposes for which notice shall have been given to the holders of
  the Series B Preferred Stock:
  
  (i)  in any manner authorize, create or issue any class or series
  of capital stock in either case (A) ranking, either as to payment
  of dividends, distribution of assets or redemptions, prior to or
  on a parity with the Series B Preferred Stock, or (B) which in
  any manner adversely affects the holders of Series B Preferred
  Stock, or authorize, create or issue any shares of any class or
  series of any bonds, debentures, notes or other obligations
  convertible into or exchangeable for, or having optional rights
  to purchase, any shares having any such preference or priority or
  so adversely affecting the holders of Series B Preferred Stock;
  
  (iii)  in any manner alter or change the designations, powers,
  preferences or rights, or the qualifications, limitations or
  restrictions of the Series A Preferred Stock or the Series B
  Preferred Stock, provided, that such consent or approval shall
  not be required to increase the number of authorized shares of
  Series A Preferred Stock and Series B Preferred Stock solely in
  order to permit the Corporation to satisfy its obligations to pay
  dividends in shares of Series A Preferred Stock and Series B
  Preferred Stock pursuant to Section 2(b), as the case may be.
  
  (iii) reclassify the shares of Common Stock or Series A Preferred
  Stock or any other shares or any class or series of capital stock
  hereafter created junior to the Series B Preferred Stock into
  shares of any class or series of capital stock (A) ranking,
  either as to payment of dividends, distribution of assets or
  redemptions, prior to on or a parity with the Series B Preferred
  Stock, or (B) which in any manner adversely affects the holders
  of Series B Preferred Stock; (iv) engage in any business other
  than the businesses in which it is engaged in as of the date 
  hereof or any businesses or activities substantially similar or
  related thereto;  
  
  (v)  merge or consolidate with and into any other person (other
  than a wholly-owned subsidiary of the Corporation), or purchase
  or acquire the business, of all or substantially all of the
  capital stock, other equity interests or assets of any other
  person unless in the case of such purchase the aggregate purchase
  price including liabilities assumed does not exceed $500,000; or 
  
  (vi)  permit the occurrence of a Change of Control (as defined
  below).  "Change of Control" means (i) the direct or indirect
  sale, lease, exchange or other transfer of all or substantially
  all of the assets of the Corporation to any person or entity or
  group of persons or entities acting in concert as a partnership
  or other group (a "Group of Persons") or (ii) the merger or
  consolidation of the Corporation with or into another corporation
  with the effect that the then existing shareholders of the
  Corporation hold less than 50% of the combined voting power of
  the then outstanding securities of the surviving corporation of
  such merger or the corporation resulting from such consolidation
  ordinarily (and apart from rights accruing under special
  circumstances) having the right to vote in the election of
  directors.
  
  7.     Conversion of Series A Preferred Stock.  (a)    The
  holders of Series A Preferred Stock shall have the right, at such
  holders' option, at any time or from time to time to convert such
  shares of Series A Preferred Stock into such whole number of
  fully paid and nonassessable shares of Common Stock as is equal
  to the number of fully paid and nonassessable shares of Common
  Stock which results from dividing the "Conversion Price" per
  share in effect for the Series A Preferred Stock at the time of
  conversion into the "Conversion Value" per share of Series A
  Preferred Stock.  The number of shares of Common Stock into which
  the Series A Preferred Stock is convertible is hereinafter
  collectively referred to as the "Conversion Rate" for such
  series.  
  
  The initial Conversion Price (as defined below) per share of the
  Series A Preferred Stock shall be $.80, and the Conversion Value
  (as defined below) per share of Series A Preferred Stock shall be
  $.80.  The holder of any shares of Series A Preferred Stock,
  exercising the aforesaid right to convert such shares into shares
  of Common Stock shall be entitled to receive, in cash, an amount
  equal to all accrued dividends with respect to such shares of
  Series A Preferred Stock up to and including the respective
  conversion date of the Series A Preferred Stock.
  
  (b)  Each share of Series A Preferred Stock shall automatically
  be converted into shares of Common Stock at the then effective
  Conversion Price in accordance with Section 7(a) for such
  series if (i) the Corporation's Common Stock Current Market Price
  (as defined in Section 9 hereof) shall have traded above 150% of
  the then effective Conversion Price of the Series A
  Preferred Stock for twenty (20) consecutive trading days
  commencing after of the issuance date of such share on any
  nationally recognized stock exchange or NASDAQ and (ii) the
  shares of Common Stock issuable upon such conversion have been
  registered under the Securities Act of 1933, as amended (the
  "Securities Act"), and may be freely sold by the holders of such
  shares under the Securities Act. 
  
  (c)  Before any holder of Series A Preferred Stock shall be
  entitled to convert the same into shares of Common Stock, such
  holder shall surrender the certificate or certificates therefor,
  duly endorsed, at the office of the Corporation or of any
  transfer agent for the Series A Preferred Stock, and shall give
  written notice to the Corporation at its principal corporate
  office, of the election to convert the same and shall state
  therein the name or names in which the certificate or
  certificates for shares of Common Stock are to be issued.  The
  Corporation shall, as soon as practicable thereafter, issue and
  deliver at such office to such holder of Series A Preferred
  Stock, or to the nominee or nominees of such holder, a
  certificate or certificates for the number of shares of Common
  Stock to which such holder shall be entitled as aforesaid.  Such
  conversion shall be deemed to have been made immediately prior to
  the close of business on the date of such surrender of the shares
  of Series A Preferred Stock to be converted, and the person or
  persons entitled to receive the shares of Common Stock issuable
  upon such conversion shall be treated for all purposes as the
  record holder or holders of such shares of Common Stock as of
  such date. 
  
  (d)  In the event the Corporation shall declare a distribution
  payable in securities of other persons, evidences of indebtedness
  issued by the Corporation or other persons, assets (excluding
  cash dividends) or options or rights to the holders the
  Corporation's Common Stock, then, in each such case for the
  purpose of this subsection 7(d), the holders of the Series A
  Preferred Stock shall be entitled to a proportionate share of any
  such distribution as though they were the holders of the
  number of shares of Common Stock of the Corporation into which
  their shares of Series A Preferred Stock are convertible as of
  the record date fixed for the determination of the holders of
  Common Stock of the Corporation entitled to receive such
  distribution.
  
  (e)  If at any time or from time to time there shall be a
  recapitalization of the Common Stock (other than a subdivision,
  combination or merger or sale of assets transaction provided for
  elsewhere in this Section 7) provision shall be made so that the
  holders of the Series A Preferred Stock shall thereafter be
  entitled to receive upon conversion of the Series A Preferred
  Stock the number of shares of stock or other securities or
  property of the Corporation or otherwise, to which a holder of
  Common Stock deliverable upon conversion would have been entitled
  on such recapitalization.  
   
  In any such case, appropriate adjustment shall be made in the
  application of the provisions of this Section 7 with respect to
  the rights of the holders of the Series A Preferred Stock after
  the recapitalization to the end that the provisions of this
  Section 7 (including adjustment of the Conversion Price then in
  effect and the number of shares issuable upon conversion of the
  Series A Preferred Stock) shall be applicable after that event as
  nearly equivalent as may be practicable.
  
  (f)  The Corporation will not, by amendment of its Amended and
  Restated Articles of Incorporation, as amended through the date
  of the filing hereof, or through any reorganization,
  recapitalization, transfer of assets, consolidation, merger, 
  dissolution, issue or sale of securities or any other voluntary
  action, avoid or seek to avoid the observance or performance of
  any of the terms to be observed or performed hereunder by the
  Corporation, but will at all times in good faith assist in the
  carrying out of all the provisions of this Section 7 and in the
  taking of all such action as may be necessary or appropriate in
  order to protect the conversion rights of the holders of the
  Series A Preferred Stock against impairment. 
  
  (g)  If any capital reorganization or reclassification of the
  capital stock of the Corporation, or consolidation or merger of
  the Corporation with and into another corporation, or the sale of
  all or substantially all of its assets to another corporation,
  shall be effected while any shares of Series A Preferred Stock
  are outstanding in such a manner that holders of shares of Common
  Stock shall be entitled to receive stock, securities or assets
  with respect to or in exchange for Common Stock, then, as a
  condition of such reorganization, reclassification,
  consolidation, merger or sale, lawful and adequate provision
  shall be made whereby each holder of Series A Preferred Stock
  shall thereafter have the right to receive upon the basis and
  upon the terms and conditions specified herein and in lieu of the
  shares of Common Stock immediately theretofore receivable upon
  conversion of Series A Preferred Stock, such shares of stock,
  securities or assets as may be issued or payable with respect to
  or in exchange for a number of outstanding shares of such
  Common Stock equal to the number of shares of such Common Stock
  immediately theretofore so receivable had such reorganization,
  reclassification, consolidation, merger or sale not taken place,
  and in such case appropriate provision shall be made with respect
  to the rights and interests of the holders of Series A Preferred
  Stock to the end that the provisions hereof (including, without
  limitation, provisions for adjustment of the Conversion Price of
  the Series A Preferred Stock and of the number of shares of
  Common Stock issuable upon conversion thereof) shall thereafter
  be applicable, as nearly as may be possible, in relation to any
  shares of stock, securities or assets thereafter deliverable upon
  the conversion of such shares of Series A Preferred Stock.  The
  Corporation shall not effect any such consolidation, merger or
  sale unless prior to or simultaneously with the consummation
  thereof the survivor or successor corporation (if other than the
  Corporation) resulting from such consolidation or merger or the
  corporation purchasing such assets shall assume by written
  instrument executed and mailed or delivered to each holder of
  Series A Preferred Stock, the obligation to deliver to such
  holders of Series A Preferred Stock such shares of stock,
  securities or assets as, in accordance with the foregoing
  provisions, such holder of Series A Preferred Stock may be
  entitled to receive, and containing the express assumption of
  such successor corporation of the due and punctual performance
  and observance of every provision of these Articles of
  Incorporation to be performed and observed by the Corporation and
  of all liabilities and obligations of the Corporation hereunder
  with respect to the Series A Preferred Stock.
  
  (h) (i) No fractional shares shall be issued upon the conversion
  of any share or shares of the Series A Preferred Stock, and the
  number of shares of Common Stock to be issued shall be rounded to
  the nearest whole share.  In lieu of any fractional shares to
  which the holder would otherwise be entitled, the Corporation
  shall made a cash payment equal to the Current Market Price of
  the Common Stock as of two business days prior to payment
  multiplied by such fraction.
  
  (ii)  Upon the occurrence of each adjustment or readjustment of
  the Conversion Price of Series A Preferred Stock pursuant to this
  Section 7, the Corporation, at its expense, shall promptly
  compute such adjustment or readjustment in accordance with the
  terms hereof and prepare and furnish to each holder of Series A
  Preferred Stock a certificate setting forth such adjustment or
  readjustment and showing in detail the facts upon which such
  adjustment or readjustment is based.  The Corporation shall, upon
  the written request at any time of any holder of Series A
  Preferred Stock, furnish or cause to be furnished to such holder
  a like certificate setting forth (A) such adjustment and
  readjustment, (B) the Conversion Price for such Series A 
  Preferred Stock at the time in effect, and (C) the number of
  shares of Common Stock and the amount, if any, of other property
  which at the time would be received upon the conversion of a
  share of such Series A Preferred Stock. 
  
  (i)  In the event of any taking by the Corporation of a record of
  the holders of any class of securities for the purpose of
  determining the holders thereof who are entitled to receive any
  dividend (other than a cash dividend) or other distribution, any
  right to subscribe for, purchase or otherwise acquire any shares
  of stock of any class or any other securities or property, or to
  receive any other right, the Corporation shall mail to each 
  holder of Series A Preferred Stock, at least twenty (20) days
  prior to the date specified therein, a notice specifying the date
  on which any such record is to be taken for the purpose of such
  dividend, distribution or right, and the amount and character of
  such dividend, distribution or right. 
  
  (j) The Corporation shall at all times reserve and keep available
  out of its authorized but unissued shares of Common Stock, solely
  for the purpose of effecting the conversion of the shares of the
  Series A Preferred Stock, such number of its shares of Common
  Stock as shall from time to time be sufficient to effect the
  conversion of all outstanding shares of the Series A Preferred
  Stock; and if at any time the number of authorized but unissued
  shares of Common Stock shall not be sufficient to effect the
  conversion of all then outstanding shares of the Series A
  Preferred Stock, in addition to such other remedies as shall be
  available to the holder of such Series A Preferred Stock, the
  Corporation will take such corporate action as may, in the 
  opinion of its counsel, be necessary to increase its authorized
  but unissued shares of Common Stock to such number of shares as
  shall be sufficient for such purposes, including, without 
  limitation, engaging in best efforts to obtain the requisite
  stockholder approval of any necessary amendment to these
  provisions.  The Corporation shall pay all documentary, stamp or
  other transactional taxes attributable to the issuance or
  delivery of shares of capital stock of the Corporation upon
  conversion of any shares of Series A Preferred Stock; provided,
  however, that the Corporation shall not be required to pay any
  taxes which may be payable in respect of any transfer involved in
  the issuance or delivery of any certificate for such shares in a
  name other than that of the holder of the shares of Series A
  Preferred Stock in respect of which such shares are being issued. 
  All shares of Common Stock which may be issued in connection with
  the conversion provisions set forth herein will, upon issuance by
  the Corporation, be validly issued, fully paid and nonassessable
  and free from all taxes, liens or charges with respect thereto.
  
  (k)  Any notice required by the provisions of this Section 7 to
  be given to the holders of shares of Series A Preferred Stock
  shall be deemed given if deposited in the United States mail,
  postage prepaid, and addressed to each holder of record at his
  address appearing on the books of the Corporation.
  
  (l)  In the event any shares of Series A Preferred Stock shall be
  converted pursuant to Section 7 hereof, the shares so converted
  shall be cancelled.  The Amended and Restated Articles of 
  Incorporation of the Corporation, as amended, may be
  appropriately amended from time to time to effect the 
  corresponding reduction in the Corporation's authorized capital
  stock.
  
  8.     Conversion of Series B Preferred Stock.  (a)The holders of
  Series B Preferred Stock shall have the right, at such holders'
  option, at any time or from time to time, to convert such shares
  of Series B Preferred Stock into such whole number of fully paid
  and nonassessable shares of Common Stock as is equal to the
  number of fully paid and nonassessable shares of Common Stock
  which results from multiplying the number of shares of Series B
  Preferred Stock to be converted by the "Conversion Value" and 
  dividing the result by the "Conversion Price" per share in effect
  for the Series B Preferred Stock at the time of conversion.  The
  number of shares of Common Stock into which the Series B
  Preferred  Stock is convertible is hereinafter collectively
  referred to as the "Conversion Rate" for such series.  The 
  initial Conversion Price per share of the Series B Preferred
  Stock shall be $.80, and the Conversion Value per share of Series
  B Preferred Stock shall be $.80.  The holder of any shares of
  Series B Preferred Stock, exercising the aforesaid right to
  convert such shares into shares of Common Stock shall be entitled
  to receive, in cash, an amount equal to all accrued dividends
  with respect to such shares of Series B Preferred Stock up to and
  including the respective conversion date of the Series B 
  Preferred Stock.
  
  (b)  Each share of Series B Preferred Stock shall automatically
  be converted into shares of Common Stock at the then effective
  Conversion Price for such series in accordance with Section
  8(a) if (i) the Corporation's Common Stock Current Market Price
  (as defined in Section 9 hereof) shall have traded above 350% of
  the then effective Conversion Price of the Series B Preferred
  Stock for twenty (20) consecutive trading days on any nationally
  recognized stock exchange or NASDAQ following the earliest date
  of the satisfaction of the condition set forth in Section 
  8(b)(iii) below, (ii) the average weekly trading volume of the
  Corporation's Common Stock during such twenty consecutive trading
  is equal to or greater than 150,000 shares of Common Stock and
  (iii) the shares of Common Stock to be issued upon such
  conversion have been registered under the Securities Act and may
  be freely sold by the holders of such shares under the Securities
  Act or, if not so registered, all such shares of Common Stock
  must be eligible to be sold by the holders pursuant to Rule
  144(k) promulgated under the Securities Act. 
  
  (c)  (i)  In the event that as a result of litigation arising
  from the Securities and Exchange Commission investigation
  involving the Corporation existing on the date hereof and the
  issues giving rise to such investigation (including but not
  limited to any class action or other lawsuits which may be
  brought by stockholders of the Corporation) the Corporation 
  becomes subject to losses, claims, damages, or liabilities and/or
  incurs legal expenses defending itself in such a litigation
  (together, "Litigation Damages and Expenses") that in the 
  aggregate exceed $150,000, the Conversion Price of the Series B
  Preferred Stock shall be adjusted by reducing the Conversion
  Price of the Series B Preferred Stock such that it results in the 
  issuance of additional shares of Common Stock in an amount equal
  to the product of multiplying (i) the fully-diluted ownership
  percentage represented by the Series B Preferred Stock (using the
  treasury stock method) and (ii) the quotient of dividing (a) the
  Litigation Damages and Expenses in excess of $150,000 by (b) the
  average bid price of the Corporation's Common Stock over the
  twenty (20) days immediately following the initial public 
  announcement or other disclosure by the Corporation relating to
  the final determination of the Litigation Damages and Expenses.
  
  (ii)  In the event that the Series B Preferred Stock has not been
  redeemed pursuant to Section 5 (a "Section 5 Redemption") or 
  converted to Common Stock pursuant to Section 8(b) (a "Section
  8(b) Conversion") prior to the fifth anniversary of the date of
  the initial issuance of Series B Preferred Stock (the "Series B
  Initial Issuance Date"), then at any time thereafter and prior to
  the occurrence of either a Section 5 Redemption or a Section 8(b)
  Conversion in respect of the Series B Preferred Stock, the 
  Two-Thirds Series B Holders shall have the option, upon sixty
  (60) days written notice to the Corporation, to adjust the
  Conversion Price as of such sixtieth (60th) day (the "Adjusted
  Conversion Price Date") to a Conversion Price equal to the lower
  of the quotient resulting from dividing the average Current
  Market Price for the twenty (20) Business Days prior to (a) the
  date of the giving of notice by the holders of Series B Preferred
  Stock pursuant to Section 8(c)(ii) or (b) the Adjusted Conversion
  Price Date by 3.5 (e.g., if the then average Current Market Price
  is $.70, then the new Conversion Price would be $.20) unless
  prior to the Adjusted Conversion Price Date the Corporation shall
  redeem upon twenty (20) days prior written notice all of the
  existing Series B Preferred Stock.  The Series B Preferred Stock
  shall be redeemed at a price equal to $.80 per share for each
  share of Series B Preferred Stock then outstanding, and, in
  addition, an amount equal to all accrued but unpaid dividends on
  each such share of Series B Preferred Stock as of the date of
  such payment.  A holder of Series B Preferred Stock may at any
  time prior to such scheduled redemption date elect to convert its
  Series B Preferred Stock pursuant to Section 8(a).
  
  (d)  Before any holder of Series B Preferred Stock shall be
  entitled to convert the same into shares of Common Stock, such
  holder shall surrender the certificate or certificates therefor,
  duly endorsed, at the office of the Corporation or of any
  transfer agent for the Series B Preferred Stock, and shall give
  written notice to the Corporation at its principal corporate
  office, of the election to convert the same and shall state
  therein the name or names in which the certificate or
  certificates for shares of Common Stock are to be issued.  The
  Corporation shall, as soon as practicable thereafter, issue and
  deliver at such office to such holder of Series B Preferred
  Stock, or to the nominee or nominees of such holder, a
  certificate or certificates for the number of shares of Common
  Stock to which such holder shall be entitled as aforesaid.  Such
  conversion shall be deemed to have been made immediately prior to
  the close of business on the date of such surrender of the shares
  of Series B Preferred Stock to be converted, and the person or
  persons entitled to receive the shares of Common Stock issuable
  upon such conversion shall be treated for all purposes as the
  record holder or holders of such shares of Common Stock as of
  such date. 
  
  (e)  The Conversion Price of the Series B Preferred Stock shall
  be subject to adjustment from time to time as set forth below.
  
  (i)  If the Corporation shall issue, after the initial issuance
  date of the Series B Preferred Stock, any Additional Stock (as
  defined below) without consideration or for a consideration per
  share less than the Conversion Price for the Series B Preferred
  Stock in effect immediately prior to the issuance of such
  Additional Stock, the Conversion Price for such series in effect
  immediately prior to each such issuance shall forthwith (except
  as otherwise provided in this clause (i)) be reduced
  to such lower purchase price (or in the case of options and
  similar securities, the consideration received for the option and
  the consideration to be received upon exercise of such option)
  or, if for no consideration, $.01. 
  
  (ii)  "Additional Stock" as used herein shall mean any shares of
  Common Stock issued (or deemed to have been issued) or rights,
  warrants, options or other exchangeable securities convertible
  into Common Stock (including shares of Common Stock held in the
  Corporation's Treasury) by the Corporation after November 27,
  1995 other than: 
  
  (A)  Common Stock issued or issuable (i) upon conversion of the
  Series A Preferred Stock or the Series B Preferred Stock or (ii)
  pursuant to any warrant issued to the Argentum Group or its
  permitted assigns; and 
  
  (B)  Common Stock issuable or issued to employees, advisors,
  consultants or outside directors of the Corporation directly or
  pursuant to the Corporation's stock option plans and restricted
  stock plans approved by the Board of Directors of the Corporation
  and existing as of November 27, 1995, but only to the extent of
  the number of shares of Common Stock authorized to be issued
  under such plans as of the date of this Certificate of
  Designation. 
  
  (iii)  Except to the limited extent provided for in subsection
  8(e)(viii), no adjustment of such Conversion Price pursuant to
  this subsection 8(e) shall have the effect of increasing the
  Conversion Price for the Series B Preferred Stock above the
  Conversion Price for the Series B Preferred Stock in effect
  immediately prior to such adjustment. 
  
  (iv)  No adjustment in the Conversion Price for the Series B
  Preferred Stock shall be required unless such adjustment would
  require an increase or decrease of at least one cent ($0.01) in
  such price; provided, however, that any adjustments which by
  reason of this subsection (iv) are not required to be made shall
  be carried forward and taken into account in any subsequent
  adjustment required to be made hereunder.  All calculations under
  this Section 8(e) shall be made to the nearest one cent ($0.01). 
  In the case of the issuance of Common Stock for cash, the
  consideration shall be deemed to be the amount of cash paid
  therefor before deducting any reasonable discounts, commissions
  or other expenses allowed, paid or incurred by the Corporation
  for any underwriting or otherwise in connection with the issuance
  and sale thereof. 
  
  (v)  In the case of the issuance of the Common Stock for a
  consideration in whole or in part other than cash, the 
  consideration other than cash shall be deemed to be the fair
  value thereof as determined in good faith by the Board of
  Directors. 
  
  (vi)  In the case of the issuance (whether before, on or after
  the original issuance date of the Series B Preferred Stock) of
  options to purchase or rights to subscribe for Common Stock, 
  securities by their terms convertible into or exchangeable for 
  Common Stock or options to purchase or rights to subscribe for
  such convertible or exchangeable securities, the following
  provisions shall apply for all purposes of this Section 8(e): 
  
  (A)  The aggregate maximum number of shares of Common Stock
  deliverable upon exercise (assuming the satisfaction of any
  conditions to exercisability, including without limitation, the
  passage of time, but without taking into account potential 
  antidilution adjustments) of such options to purchase or rights
  to subscribe for Common Stock shall be deemed to have been issued
  at the time such options or rights were issued and for a
  consideration equal to the consideration (determined in the
  manner provided in subsections 8(e)(v) and 8(e)(vi), if any,
  received by the Corporation upon the issuance of such options or
  rights plus the minimum exercise price provided in such options
  or rights (without taking into account potential antidilution
  adjustments) for the Common Stock covered thereby.
  
  (B)  The aggregate maximum number of shares of Common Stock
  deliverable upon conversion of or in exchange (assuming the
  satisfaction of any conditions to convertibility or
  exchangeability, including, without limitation, the passage of
  time, but without taking into account potential antidilution
  adjustments) for any such convertible or exchangeable securities
  or upon the exercise of options to purchase or rights to 
  subscribe for such convertible or exchangeable securities and
  subsequent conversion or exchange thereof, shall be deemed to
  have been issued at the time such securities were issued or such
  options or rights were issued and for a consideration equal to
  the consideration, if any, received by the Corporation for any
  such securities and related options or rights (excluding any cash
  received on account of accrued interest or accrued dividends),
  plus the minimum additional consideration, if any, to be received
  by the Corporation (without taking into account potential
  antidilution adjustments) upon the conversion or exchange of such
  securities or the exercise of any related options or rights (the
  consideration in each case to be determined in the manner 
  provided in subsections 8(e)(v) and 8(e)(vi). 
  
  (c)  In the event of any change in the number of shares of Common
  Stock deliverable or in the consideration payable to the 
  Corporation upon exercise of such options or rights or upon
  conversion of or in exchange for such convertible or exchangeable
  securities (excluding a change resulting solely from the
  antidilution provisions thereof if such change results from an
  event which gives rise to an antidilution adjustment under this
  subsection 8(e)), the Conversion Price of the Series B Preferred
  Stock, to the extent in any way affected by or computed using
  such options, rights or securities, shall be recomputed to
  reflect such change, but no further adjustment shall be made for
  the actual issuance of Common Stock or any payment of such 
  consideration upon the exercise of any such options or rights or
  the conversion or exchange of such securities. 
  
  (D)  Upon the expiration of any such options or rights, the
  termination of any such rights to convert or exchange or the
  expiration of any options or rights related to such convertible
  or exchangeable securities, the Conversion Price of the Series B
  Preferred Stock, to the extent in any way affected by or computed
  using such options, rights or securities or options or rights
  related to such securities, shall be recomputed to reflect the
  issuance of only the number of shares of Common Stock (and
  convertible or exchangeable securities which remain in effect)
  actually issued upon the exercise of such options or rights, upon
  the conversion or exchange of such securities or upon the
  exercise of the options or rights related to such securities.
  
  (E)  The number of shares of Common Stock deemed issued and the
  consideration deemed paid therefor pursuant to subsections
  8(e)(vi)(A) and 8(e)(vi)(B) shall be appropriately adjusted to
  reflect any change, termination or expiration of the type
  described in either subsection 8(e)(vi)(C) or 8(e)(vi)(D).
  
  (vii)  In the event the Corporation should at any time or from
  time to time after the date of purchase of the Series B Preferred
  Stock (the "Series B Purchase Date") fix a record date for the
  effectuation of a split or subdivision of the outstanding shares
  of Common Stock or the determination of holders of Common Stock
  entitled to receive a dividend or other distribution payable in
  additional shares of Common Stock or Common Stock Equivalents
  without payment of any consideration by such holder for the
  additional shares of Common Stock or the Common Stock Equivalents
  (including the additional shares of Common Stock issuable upon
  conversion or exercise thereof), then, as of such record date (or
  the date of such dividend distribution, split or subdivision if
  no record date is fixed), the Conversion Price of the Series B
  Preferred Stock shall be appropriately decreased so that the
  number of shares of Common Stock issuable on conversion of each
  share of such Series B Preferred Stock shall be increased in
  proportion to such increase in the aggregate of shares of Common
  Stock outstanding and those issuable with respect to such Common
  Stock Equivalents.
  
  (viii)  If the number of shares of Common Stock outstanding at
  any time after the Series B Purchase Date is decreased by a
  combination of the outstanding shares of Common Stock, then,
  following the record date of such combination, the Conversion
  Price for the Series B Preferred Stock shall be appropriately
  increased so that the number of shares of Common Stock issuable
  on conversion of each share of each series shall be decreased in
  proportion to such decrease in outstanding shares.
  
  (f)  In the event the Corporation shall declare a distribution
  payable in securities of other persons, evidences of indebtedness
  issued by the Corporation or other persons, assets (excluding
  cash dividends) or options or rights not referred to in 
  subsection 8(e) to the holders of the Corporation's Common Stock,
  then, in each such case for the purpose of this subsection 8(f),
  the holders of the Series B Preferred Stock shall be entitled to
  a proportionate share of any such distribution as though they
  were the holders of the number of shares of Common Stock of the
  Corporation into which their shares of Series B Preferred Stock 
  are convertible as of the record date fixed for the determination
  of the holders of Common Stock of the Corporation entitled to
  receive such distribution. 
  
  (g)  If at any time or from time to time there shall be a
  recapitalization of the Common Stock (other than a subdivision,
  combination or merger or sale of assets transaction provided for
  elsewhere in this Section 8 or Section 6(c)) provision shall be
  made so that the holders of the Series B Preferred Stock shall
  thereafter be entitled to receive upon conversion of the Series B
  Preferred Stock the number of shares of stock or other securities
  or property of the Corporation or otherwise, to which a holder of
  Common Stock deliverable upon conversion would have been entitled
  on such recapitalization.  In any such case, appropriate
  adjustment shall be made in the application of the provisions of
  this Section 8 with respect to the rights of the holders of the
  Series B Preferred Stock after the recapitalization to the end
  that the provisions of this Section 8 (including adjustment of
  the Conversion Price for the Series B Preferred Stock then in
  effect and the number of shares issuable upon conversion of the
  Series B Preferred Stock) shall be applicable after that event as
  nearly equivalent as may be practicable. 
  
  (h)  The Corporation will not, by amendment of its Amended and
  Restated Articles of Incorporation, as amended, or through any
  reorganization, recapitalization, transfer of assets, 
  consolidation, merger, dissolution, issue or sale of securities
  or any other voluntary action, avoid or seek to avoid the
  observance or performance of any of the terms to be observed or
  performed hereunder by the Corporation, but will at all times in
  good faith assist in the carrying out of all the provisions of
  this Section 8 and in the taking of all such action as may be
  necessary or appropriate in order to protect the conversion
  rights of the holders of the Series B Preferred Stock against
  impairment.
  
  (i)  If any capital reorganization or reclassification of the
  capital stock of the Corporation, or consolidation or merger of
  the Corporation with and into another corporation, or the sale of
  all or substantially all of its assets to another corporation,
  shall be effected while any shares of Series B Preferred Stock
  are outstanding in such a manner that holders of shares of Common
  Stock shall be entitled to receive stock, securities or assets
  with respect to or in exchange for Common Stock, then, as a
  condition of such reorganization or reclassification, 
  consolidation, merger or sale, lawful and adequate provision
  shall be made whereby each holder of Series B Preferred Stock
  shall thereafter have the right to receive upon the basis and
  upon the terms and conditions specified herein and in lieu of the
  shares of Common Stock immediately theretofore receivable upon
  conversion of Series B Preferred Stock, such shares of stock,
  securities or assets as may be issued or payable with respect to
  or in exchange for a number of outstanding shares of such Common
  Stock equal to the number of shares of such Common Stock 
  immediately theretofore so receivable had such reorganization or
  reclassification, consolidation, merger or sale not taken place,
  and in such case appropriate provision shall be made with respect
  to the rights and interests of the holders of Series B Preferred
  Stock to the end that the provisions hereof (including, without
  limitation, provisions for adjustment of the Conversion Price of
  the Series B Preferred Stock and of the number of shares of 
  Common Stock issuable upon conversion thereof) shall thereafter
  be applicable, as nearly as may be possible, in relation to any
  shares of stock, securities or assets thereafter deliverable upon
  the conversion of such shares of Series B Preferred Stock. The
  Corporation shall not effect any such consolidation, merger or
  sale unless approved by the holders of Series B Preferred Stock
  as provided in Section 6(c) and prior to or simultaneously with
  the consummation thereof the survivor or successor corporation
  (if other than the Corporation) resulting from such consolidation
  or merger or the corporation purchasing such assets shall assume
  by written instrument executed and mailed or delivered to each
  holder of Series B Preferred Stock, the obligation to deliver to
  such holders of Series B Preferred Stock such shares of stock,
  securities or assets as, in accordance with the foregoing 
  provisions, such holder of Series B Preferred Stock may be
  entitled to receive, and containing the express assumption of
  such successor corporation of the due and punctual performance
  and observance of every provision of these Articles of 
  Incorporation to be performed and observed by the Corporation and
  of all liabilities and obligations of the Corporation hereunder
  with respect to the Series B Preferred Stock.
  
  (j) (i) No fractional shares shall be issued upon the conversion
  of any share or shares of the Series B Preferred Stock, and the
  number of shares of Common Stock to be issued shall be rounded to
  the nearest whole share.  In lieu of any fractional shares to
  which the holder would otherwise be entitled, the Corporation
  shall made a cash payment equal to the Current Market Price of
  the Common Stock as of two business days prior to payment 
  multiplied by such fraction.
  
  (ii)  Upon the occurrence of each adjustment or readjustment of
  the Conversion Price of Series B Preferred Stock pursuant to this
  Section 8, the Corporation, at its expense, shall promptly
  compute such adjustment or readjustment in accordance with the 
  terms hereof and prepare and furnish to each holder of Series B
  Preferred Stock a statement, signed by its independent certified
  public accountants, setting forth such adjustment or readjustment
  and showing in detail the facts upon which such adjustment or
  readjustment is based.  The Corporation shall, upon the written
  request at any time of any holder of Series B Preferred Stock, 
  furnish or cause to be furnished to such holder a like 
  certificate setting forth (A) such adjustment and readjustment,
  (B) the Conversion Price for such Series B Preferred Stock at the
  time in effect, and (C) the number of shares of Common Stock and
  the amount, if any, of other property which at the time would be
  received upon the conversion of a share of such Series B 
  Preferred Stock. 
  (k)  In the event of any taking by the Corporation of a record of
  the holders of any class of securities for the purpose of
  determining the holders thereof who are entitled to receive any
  dividend (other than a cash dividend) or other distribution, any
  right to subscribe for, purchase or otherwise acquire any shares
  of stock of any class or any other securities or property, or to
  receive any other right, the Corporation shall mail to each
  holder of Series B Preferred Stock, at least twenty (20) days
  prior to the date specified therein, a notice specifying the date
  on which any such record is to be taken for the purpose of such
  dividend, distribution or right, and the amount and character of
  such dividend, distribution or right.
  
  (l)  The Corporation shall at all times reserve and keep
  available out of its authorized but unissued shares of Common
  Stock, solely for the purpose of effecting the conversion of the
  shares of the Series B Preferred Stock, such number of its shares
  of Common Stock as shall from time to time be sufficient to
  effect the conversion of all outstanding shares of the Series B
  Preferred Stock; and if at any time the number of authorized but
  unissued shares of Common Stock shall not be sufficient to effect
  the conversion of all then outstanding shares of the Series B
  Preferred Stock, in addition to such other remedies as shall be
  available to the holder of such Series B Preferred Stock, the
  Corporation will take such corporate action as may, in the 
  opinion of its counsel, be necessary to increase its authorized
  but unissued shares of Common Stock to such number of shares as
  shall be sufficient for such purposes, including, without 
  limitation, engaging in best efforts to obtain the requisite
  stockholder approval of any necessary amendment to these 
  provisions.  The Corporation shall pay all documentary, stamp or
  other transactional taxes attributable to the issuance or 
  delivery of shares of capital stock of the Corporation upon
  conversion of any shares of Series B Preferred Stock; provided,
  however, that the Corporation shall not be required to pay any
  taxes which may be payable in respect of any transfer involved in
  the issuance or delivery of any certificate for such shares in a
  name other than that of the holder of the shares of Series B
  Preferred Stock in respect of which such shares are being issued. 
  All shares of Common Stock which may be issued in connection with
  the conversion provisions set forth herein will, upon issuance by
  the Corporation, be validly issued, fully paid and nonassessable
  and free from all taxes, liens or charges with respect thereto.
  
  (m)  Any notice required by the provisions of this Section 8 to
  be given to the holders of shares of Series B Preferred Stock
  shall be deemed given if deposited in the United States mail,
  postage prepaid, and addressed to each holder of record at his
  address appearing on the books of the Corporation.
  
  (n)  In the event any shares of Series B Preferred Stock shall be
  converted pursuant to Section 8 hereof, the shares so converted
  shall be cancelled.  The Amended and Restated Articles of 
  Incorporation of the Corporation, as amended, may be 
  appropriately amended from time to time to effect the 
  corresponding reduction in the Corporation's authorized capital
  stock.
  
  9.     Definitions.
  
  The term "Current Market Price" at any date of one share of
  Common Stock means the daily closing price on the day before the
  day in question. The closing price shall be the last reported
  sales price regular way or, in case no such reported sales took 
  place on such day, the average of the last reported bid and asked
  prices regular way, in either case on the principal national
  securities exchange on which the common stock is listed or
  admitted to trading (or if the common stock is not at the time
  listed or admitted for trading on any such exchange, then such
  price as shall be equal to the average of the last reported bid
  and asked prices, as reported by the National Association of
  Securities Dealers Automated Quotations Systems ("NASDAQ") on
  such day, or if, on any day in question, the security shall not
  be quoted on the NASDAQ, then such price shall be equal to the
  last reported bid and asked prices on such day as reported by the
  National Quotation Bureau, Inc. or any similar reputable 
  quotation and reporting service, if such quotation is not 
  reported by the National Quotation Bureau, Inc.).
  
  3.     Miscellaneous.
  
  The foregoing resolution was duly adopted by the Board of
  Directors of the Corporation on November 27, 1995.
  
             [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  Such resolution was signed by the President and 
  Secretary of the Corporation.
  
                          DYNAMIC HEALTHCARE TECHNOLOGIES, INC.,
                          a Nebraska corporation
  
                          By: /S/MITCHEL J. LASKEY
                              Mitchel J. Laskey, President
  
                          By: /S/DAVID M. POMERANCE        
                              David M. Pomerance, Secretary
  PRESS RELEASE
  
  For Immediate Release    Media Contact:      Mary Lu Lander
                                               Vice President,
                                               Marketing
  
                           Investor Contact:   Mitchel J. Laskey
                                               President and 
                                               Chief Operating
                                               Officer
  
                                                               
                           Dynamic Healthcare Technologies, Inc.
                           101 Southhall Lane     Suite 210
                           Maitland,  FL 32751
                           1-800-832-3020
  
               DYNAMIC HEALTHCARE TECHNOLOGIES, INC.
          QUALIFIES FOR RELISTING ON NASDAQ STOCK MARKET
  
  Maitland, Florida - November 28, 1995 -- Dynamic Healthcare
  Technologies, Inc. ("the Company", DHTI) today announced
  completion of the conversion of all of the previously
  outstanding subordinated Convertible Notes to Series A Preferred
  Shares of the Company.  This transaction reclassifies $775,000 of
  debt financing as equity financing, and establishes compliance
  with the NASDAQ's continuing capital surplus maintenance 
  requirement.  This positions the Company's Common Stock for
  relisting on the NASDAQ stock market. 
  
  Dynamic Healthcare Technologies, Inc. is a software developer and
  marketer of imaging, laboratory, anesthesiology and other
  specialty products and services in the healthcare information
  systems industry.  The Company's mission is to provide its 
  clients with the software, technologies and services which
  leverage their investment in existing information systems, and to
  aggressively bring to market emerging solutions that support the
  new and diverse healthcare environments and business strategies
  of the nineties. 
  
                                                                    
                                 ####
  PRESS RELEASE
  
  For Immediate Release     Media Contact:     Mary Lu Lander
                                               Vice President,
                                               Marketing
  
                            Investor Contact:  Mitchel J. Laskey
                                               President and
                                               Chief Operating
                                               Officer
  
                                                                    
                            Dynamic Healthcare Technologies, Inc.
                            101 Southhall Lane     Suite 210
                            1-800-832-3020
  
              DYNAMIC HEALTHCARE TECHNOLOGIES, INC. 
            CLOSES $2.7 MILLION OF PRIVATE PLACEMENT 
  
  Maitland, Florida - December 5, 1995 -- Dynamic Healthcare
  Technologies, Inc. (NASDAQ: DHTI) today announced the initial
  closing of a Private Placement resulting in $2.7 million of new
  equity investment in the Company in exchange for 3,375,000 Series
  B Preferred Shares.  The Company also reported an
  oversubscription to the Offering.  Although the Offering has been
  completed, final closing is expected to provide $350,000 of
  additional proceeds on or before December 31, 1995.  
  
  The Company has now entered the final phase of the Refinancing
  Plan begun during the second quarter of 1995.  During this phase,
  the Company expects to effectively refinance its current
  demand Line of Credit as a Long Term Note as permitted under the 
  October 20, 1995 Loan Commitment from the Bank.  Since inception
  of the Refinancing Plan, the Company has raised $3,475,000 in
  equity through the issuance of Series A and B Preferred Shares.  
  
  David M. Pomerance, Chief Executive Officer commented, 
  "Completion of the Refinancing Plan will mark the culmination of
  the restructuring process begun in August of 1994. The new
  Dynamic is positioned to emerge as a leading supplier of software
  and services in the healthcare industry."
  
                                                                    
                              (more)
  DYNAMIC CLOSES $2.7 MILLION OF PRIVATE PLACEMENT
  Page 2
  
  Mitchel J. Laskey, President and Chief Operating Officer stated,
  "We have now turned our attention to many opportunities that
  exist in the evolving healthcare industry.  Our efforts will
  center on increasing revenues by growing market share for
  existing products, exploring new opportunities when presented,
  and structuring innovative business relationships."
  
  Dynamic Healthcare Technologies, Inc. develops, markets, installs
  and supports clinical information systems, document imaging
  solutions and DynamicVision , an enterprise-wide, multi-media
  software and services solution that integrates health-related
  data from many sources into a comprehensive electronic health
  record.  
  
                                                                    
                               ####
  PRESS RELEASE
  
  For Immediate Release     Media Contact:      Mary Lu Lander
                                                Vice President,
                                                Marketing
  
                            Investor Contact:   Mitchel J. Laskey
                                                President and Chief
                                                Operating Officer
  
                   
                            Dynamic Healthcare Technologies, Inc.
                            101 Southhall Lane     Suite 210
                            1-800-832-3020
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC. COMPLETES REFINANCING PLAN
  
  Maitland, Florida - December 8, 1995 -- Dynamic Healthcare
  Technologies, Inc. (NASDAQ: DHTI) announced completion of the
  Company's Refinancing Plan today.  The final phase resulted
  in the retirement of the previously outstanding $3.4 million
  demand Line of Credit by a $600,000 cash payment and the issuance
  of a Term Note in the amount of $2.8 million in favor of the
  Bank.
  
  The Term Note is payable in fixed monthly payments of principal
  and interest of $29,911 beginning January 1, 1996 and a balloon
  payment on March 31, 1998.  The Term Note bears a floating
  interest rate equal to the Bank's prime rate plus two percent
  (2%) per annum, which was 10.75% as of December 8, 1995.
  
  Completion of this phase of the Refinancing Plan significantly
  improves the Company's working capital ratio and solidifies its
  total capitalization.  Since inception of its Refinancing Plan,
  the Company has raised $3,850,000 in equity through the issuance
  of Series A and B Preferred Shares and warrants, refinanced the
  $3.4 million demand Line of Credit on a long term basis, and
  regained listing on the NASDAQ stock market.
  
                                                                    
                              (more)
  
  DYNAMIC HEALTHCARE TECHNOLOGIES, INC. COMPLETES REFINANCING PLAN
  Page 2
  
  Dynamic Healthcare Technologies, Inc. develops, markets, installs
  and supports clinical information systems, document imaging
  solutions and DynamicVision , an enterprise-wide, multi-media
  software and services solution that integrates health-related
  data from many sources into a comprehensive electronic health
  record.  
  
                                                                  
                               ####
  
                  DynamicVision of a trademark of 
               Dynamic Healthcare Technologies, Inc.
  
   
  
  PRESS RELEASE
  
  For Immediate Release   Media Contact:    Mary Lu Lander
                                            Vice President,
                                            Marketing
  
                          Investor Contact: Mitchel J. Laskey
                                            President and Chief
                                            Operating Officer
  
                                                                    
                          Dynamic Healthcare Technologies, Inc.
                          101 Southhall Lane     Suite 210
                          1-800-832-3020
   
  
           DYNAMIC HEALTHCARE TECHNOLOGIES INC. ANNOUNCES 
             PLANS TO ACQUIRE DIMENSIONAL MEDICINE, INC.
  
  Maitland, Florida - December 8, 1995 -- Dynamic Healthcare
  Technologies, Inc.(Dynamic) (NASDAQ: DHTI) has announced the
  signing of a Letter of Intent agreeing in principle to
  acquire, for approximately $550,000, all outstanding common 
  shares of Dimensional Medicine, Inc. (DMI)(LOTC: DIMM) of
  Minnetonka, Minnesota.  In addition, the Letter of Intent
  provides that, upon closing, Dynamic will retire $600,000 of
  senior debt of DMI.  The transaction is subject to definitive
  agreements and approvals of the Boards of both companies and the
  shareholders of DMI.  
  
  Founded in 1982, DMI develops and markets radiology information
  management solutions for hospitals, clinics, and independent
  diagnostic imaging centers.  DMI's two major products are
  Maxifile , which computerizes the clerical and administrative
  functions in the radiology department; and Maxiview , an advanced
  imaging and graphics workstation.  
  
  Modular in design, Maxifile applications include patient
  scheduling and processing, film management, statistical
  reporting, quality control, and patient billing.  Maxiview
  accommodates two and three dimensional image processing and is
  compatible with imaging equipment from all major manufacturers. 
  
                                                                    
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  DYNAMIC HEALTHCARE TECHNOLOGIES INC. ANNOUNCES PLANS  TO ACQUIRE
  DIMENSIONAL MEDICINE, INC.
  Page 2
  
  It enables a physician to observe interrelationships of soft
  tissue and bone, locate lesions and tumors more precisely, and
  perform a variety of measurements.  Additionally, the Workstation
  can display three-dimensional anatomical images on a conventional
  high resolution monitor. 
  
  The Company also sells an image review workstation, Maxiview
  Powerstation (MVP), which allows a physician to access and review
  images from a remote location.  Remote access to the images may
  be obtained either through the use of a modem or through a
  network that may already be functioning at the installation's
  site.    
  
  For the fiscal year ended March 31, 1995, DMI reported revenues
  of approximately $6 million and net income of approximately
  $175,000.  For the six months ended September 30, 1995, DMI
  reported revenues of approximately $2.5 million and a net loss of 
  approximately $44,000.
  
  David M. Pomerance, Dynamic s Chief Executive Officer stated,
  "Strategically, DMI is a perfect fit for us.  Their diagnostic
  imaging products are complementary to our own imaging solutions,
  and give Dynamic an entree into the radiology information systems
  market --  one  that we believe offers a significant opportunity
  in the next few years." 
  
  John P. Paumen, President and Chief Executive Officer of DMI
  added, "We are very happy and enthusiastic about joining the
  Dynamic team.  By combining our respective resources and 
  technologies, we will be able to offer our customers a broader
  range of solutions for their information system needs."
  
  Mitchel J. Laskey, Dynamic s President and Chief Operating
  Officer added, "We are excited about the opportunity to integrate
  DMI s diagnostic imaging capabilities into our recently announced
  DynamicVision  multi-media electronic health record strategy. 
  Physicians will be able to view review quality images on the same
  workstation with chart documents, textual data and other
  components of a patient's electronic health record."
  
                                                                    
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  DYNAMIC HEALTHCARE TECHNOLOGIES INC. ANNOUNCES PLANS  TO ACQUIRE
  DIMENSIONAL MEDICINE, INC.
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  Dynamic Healthcare Technologies, Inc. develops, markets, installs
  and supports clinical information systems, document imaging
  solutions and DynamicVision, an enterprise-wide, multi-media
  software and services solution that integrates health-related
  data from many sources into a comprehensive electronic health
  record.  
  
                                                                
                               ####
  
                  DynamicVision is a trademark of Dynamic
                      Healthcare Technologies, Inc.  
   Maxifile is a registered trademark and Maxiview is a trademark
                      of Dimensional Medicine, Inc.