CERTIFICATE OF DESIGNATION OF PREFERENCES
                                     OF
                    SERIES G CONVERTIBLE PREFERRED STOCK
                                     OF
                                AMTEC, INC.


It is hereby certified that:


1. The name of the corporation (hereinafter called the "Company") is AmTec,
Inc., a Delaware corporation.

2. The Certificate of Incorporation of the Company authorizes the issuance
of 10,000,000 shares of Preferred Stock, and expressly vests in the Board
of Directors of the Company the authority provided therein to issue any or
all of said shares in one or more series and by resolution or resolutions
to establish the designation, number, full or limited voting powers, or the
denial of voting powers, preferences and relative, participating, optional,
and other special rights and the qualifications, limitations, restrictions,
and other distinguishing characteristics of each series to be issued.

3. The Company has, as of the date hereof, authorized 100,000,000 shares of
Common Stock, of which 30,811,721 are issued and outstanding; the Company
has authorized 10,000,000 shares of Preferred Stock, of which 29.764 shares
are issued and outstanding.

4. The Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series G Preferred Stock:

RESOLVED, that Twenty (20) Shares of the 10,000,000 authorized shares of
Preferred Stock of the CorporationCompany shall be designated Series G
Convertible Preferred Stock, $0.001 par value per share, and shall possess
the rights and privileges set forth below:

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series G Convertible Preferred Stock" (the "Series G
Preferred Stock") and the number of shares constituting the Series G
Preferred Stock shall be 20. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no
decrease shall reduce the number of shares of Series G Preferred Stock to a
number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series G Preferred Stock.

Section 2. Rank. The Series G Preferred Stock shall rank: (i) prior to all
of the Company's Common Stock, par value $0.001 per share ("Common Stock");
(ii) prior to any class or series of capital stock of the Company hereafter
created that does not specifically by its terms rank senior to or on parity
with the Series G Preferred Stock of whatever subdivision (collectively,
with the Common Stock, "Junior Securities"); (iii) on parity with the
Series E Preferred Stock of the Company ("Parity Securities") as to
distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being
referred to collectively as "Distributions"); and (iv) junior to any
Preferred Stock subsequently created specifically ranking senior to the
Series G Preferred Stock ("Senior Securities") in terms of Distributions.

Section 3. Dividends. The Series G Preferred Stock will bear no dividends,
and the holders of the Series G Preferred Stock shall not be entitled to
receive dividends on the Series G Preferred Stock.

Section 4. Liquidation Preference.

        (a) In the event of any liquidation, dissolution or winding up of
        the Company, either voluntary or involuntary, the then holders of
        shares of Series G Preferred Stock shall be entitled to receive,
        immediately after any distributions to Senior Securities required
        by the CorporationCompany's Certificate of Incorporation or any
        statement of designation of preferences, and prior and in
        preference to any distribution to Junior Securities but in parity
        with any distribution of Parity Securities, an amount per share
        equal to the sum of (i) $100,000 for each outstanding share of
        Series G Preferred Stock (the "Issue Price") and (ii) an amount
        equal to 8% of the Issue Price per annum, without compounding, for
        the period that has passed since the date of issuance of the Series
        G Preferred Stock (such amount being referred to herein as the
        "Premium.") If upon the occurrence of such event, the assets and
        funds thus distributed among the holders of the Series G Preferred
        Stock and Parity Securities shall be insufficient to permit the
        payment to such holders of the full preferential amounts due to the
        holders of the Series G Preferred Stock and the Parity Securities,
        respectively, then the entire assets and funds of the Company
        legally available for distribution shall be distributed among the
        holders of the Series G Preferred Stock and the Parity Securities,
        pro rata, based on the respective liquidation amounts to which each
        such series of stock is entitled by the Company's Certificate of
        Incorporation and any statement(s) of designation of preferences.

        (b) A consolidation or merger of the Company with or into any other
        corporation or corporations, or a sale, conveyance or disposition
        of all or substantially all of the assets of the Company or the
        effectuation by the Company of a transaction or series of related
        transactions in which more than 50% of the voting power of the
        Company is disposed of, shall not be deemed to be a liquidation,
        dissolution or winding up within the meaning of this Section 4, but
        shall be treated pursuant to Section 6 hereof.

Section 5. Conversion. The record holders of the Series G Preferred Stock
shall have conversion rights as follows (the "Conversion Rights"):

        (a) Right to Convert. The record holder of the Series G Preferred
        Stock shall be entitled, at any time, as set forth below, subject
        to the restrictions on conversion set forth in Section 5(b) below,
        at the office of the Company or any transfer agent for the Series G
        Preferred Stock, to convert the shares of Series G Preferred Stock
        held by such holder into that number of fully-paid and
        nonassessable shares of the Company's Common Stock at the
        Conversion Rate as set forth below. The number of shares of Common
        Stock into which shares of Series G Preferred Stock may be
        converted is hereinafter referred to as the "Conversion Rate" for
        such Series G Preferred Stock, and is computed as follows:


Number of shares issued upon conversion of one share of Preferred Stock equals

                  Issue Price + Premium
                  ---------------------
                  Conversion Price

where

Issue Price = the Issue Price, as defined in Section 4(a);

Premium = the Premium, as defined in Section 4(a); and

Conversion Price = the lesser of (x) $1.50 per share, or (y) the closing
price of the Company's Common Stock, as reported by the American Stock
Exchange, on the last business day immediately preceding the Closing

        (b) Mechanics of Conversion. No fractional shares of Common Stock
        shall be issued upon conversion of this Series G Preferred Stock.
        In lieu of any fractional share to which the holder would otherwise
        be entitled, the number of shares of Common Stock to be received
        shall be rounded up to the next whole number of shares. In the case
        of a dispute as to the calculation of the Conversion Rate, the
        Company's calculation shall be deemed conclusive absent manifest
        error. In order to convert Series G Preferred Stock into full
        shares of Common Stock, the holder shall surrender the certificate
        or certificates therefor, duly endorsed, by either overnight
        courier or 2 day courier, to the office of the Company or of any
        transfer agent for the Series G Preferred Stock, and shall give
        written notice ("Notice of Conversion") to the Company at such
        office that he elects to convert the same, the number of shares of
        Series G Preferred Stock so converted and a calculation of the
        Conversion Rate (with an advance copy of the certificate(s) and the
        notice by facsimile). Once the Notice of Conversion has been so
        delivered, the conversion set forth therein shall be irrevocable,
        and the certificate(s) indicated for conversion shall be canceled
        on the Company's books; provided, however, that the Company shall
        not be obligated to issue certificates evidencing the shares of
        Common Stock issuable upon such conversion unless either the
        certificates evidencing such Series G Preferred Stock are delivered
        to the Company or its transfer agent as provided above, or the
        holder notifies the Company or its transfer agent that such
        certificates have been lost, stolen or destroyed and executes an
        agreement satisfactory to the Company to indemnify the Company from
        any loss incurred by it in connection with such certificates. The
        Company shall issue and deliver within three (3) business days
        after delivery to the Company of such certificates, or after such
        agreement and indemnification, to such holder of Series G Preferred
        Stock at the address of the holder on the books of the Company, a
        certificate or certificates for the number of shares of Common
        Stock to which the holder shall be entitled as aforesaid, and a
        certificate for any unconverted shares of Series G Preferred Stock.
        The date on which conversion occurs (the "Date of Conversion")
        shall be deemed to be the date set forth in the Notice of
        Conversion.

        (c) Reservation of Stock Issuable Upon Conversion. The Company
        shall use its best efforts to reserve and keep available at all
        times out of its authorized but unissued shares of Common Stock,
        solely for the purpose of effecting the conversion of the Series G
        Preferred Stock, such number of its shares of Common Stock as shall
        from time to time be sufficient to effect the conversion of all
        then outstanding shares of Series G 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 Series G Preferred Stock, the Company will
        take such corporate action as may be necessary to increase its
        authorized but unissued shares of Common Stock to such number of
        shares as shall be sufficient for such purpose.

         (e) Automatic Conversion. Each Share of the Series G Preferred
         Stock outstanding on the second anniversary of the date of
         issuance, automatically shall be converted on such date at the
         Conversion Price and the second anniversary of the date of
         issuance shall be deemed the Date of Conversion with respect to
         such conversion.

         (f) Adjustment to Conversion Price.

        In computing the Conversion Price for purposes of Section 5(a):

        (i) If, prior to the conversion of all of the Series G Preferred
        Stock, the number of outstanding shares of Common Stock is
        increased by a stock split, stock dividend, or other similar event,
        the Conversion Price shall be proportionately reduced, or if the
        number of outstanding shares of Common Stock is decreased by a
        combination or reclassification of shares, or other similar event,
        the Conversion Price shall be proportionately increased.

        (ii) If, prior to the conversion of all Series G Preferred Stock,
        there shall be any merger, consolidation, exchange of shares,
        recapitalization, reorganization, or other similar event, as a
        result of which shares of Common Stock of the Company shall be
        changed into the same or a different number of shares of the same
        or another class or classes of stock or securities of the Company
        or another entity, then the holders of Series G Preferred Stock
        shall thereafter have the right to purchase and receive upon
        conversion of Series G Preferred Stock, upon the basis and upon the
        terms and conditions specified herein and in lieu of the shares of
        Common Stock immediately theretofore issuable upon conversion, such
        shares of stock and/or securities as may be issued or payable with
        respect to or in exchange for the number of shares of Common Stock
        immediately theretofore purchasable and receivable upon the
        conversion of Series G Preferred Stock held by such holders had
        such merger, consolidation, exchange of shares, recapitalization or
        reorganization not taken place, and in any such case appropriate
        provisions shall be made with respect to the rights and interests
        of the holders of the Series G Preferred Stock to the end that the
        provisions hereof (including, without limitation, provisions for
        adjustment of the Fixed Conversion Price and of the number of
        shares issuable upon conversion of the Series G Preferred Stock)
        shall thereafter be applicable, as nearly as may be practicable in
        relation to any shares of stock or securities thereafter
        deliverable upon the exercise hereof.

        (iii) If any adjustment under this Section 5(f) would create a
        fractional share of Common Stock or a right to acquire a fractional
        share of Common Stock, such fractional share shall be disregarded
        and the number of shares of Common Stock issuable upon conversion
        shall be the next higher number of shares.


Section 6. Corporate Change. In the event of a merger, reorganization,
recapitalization or similar event of or with respect to the Company (a
"Corporate Change") this Series G Preferred Stock shall be assumed by the
acquiring entity and thereafter this Series G Preferred Stock shall be
convertible into such class, type and amount of securities as the holder
would have received had the holder converted this Series G Preferred Stock
immediately prior to such Corporate Change.

Section 7. Protective Provision. So long as shares of Series G Preferred
Stock are outstanding, the CorporationCompany shall not without first
obtaining the approval (by vote or written consent, as provided by law) of
the holders of at least two-thirds of the then outstanding shares of Series
G Preferred Stock alter or change the rights, preferences or privileges of
the shares of Series G Preferred Stock or any Senior Securities so as to
affect adversely the Series G Preferred Stock.

Section 8. Redemption.

        (a) Holder's Right to Require Redemption. Each holder of the Series
        G Preferred Stock shall have the right, in its sole discretion, to
        require the Company to redeem ("Redemption at Holder's Election")
        all of the shares of Series G Preferred Stock held by such holder
        by notice delivered to the Company in accordance with Section (c)
        upon the earlier to occur of (i) the first anniversary of the
        initial issuance of such Series G Preferred Stock or (ii) the date
        30 days following the date upon which the Company first announces
        publicly or notifies the holders of the Series G Preferred Stock in
        writing that the Company has issued, in one or more issuances after
        the date of the issuance of the Series G Preferred Stock (and not
        including the Series G Preferred Stock), equity securities
        (including Common Stock and Preferred Stock) yielding aggregate net
        cash proceeds to the Company of at least $5 million. For the
        avoidance of doubt, net cash proceeds do not include any
        securities, property or other assets (except cash) that may be
        contributed to the Company in exchange of equity securities. The
        date upon which the Company is or could be required to effect a
        Redemption at Holder's Election is referred to below as the "Date
        of Redemption at Holder's Election."

        (b) Redemption Price. The Redemption Price shall be a cash amount
        per share equal to the Issue Price plus the Premium as of the Date
        of Redemption at Holder's Election.

        (c) Mechanics of Redemption at Holder's Election. Any Holder that
        desires to cause the Company to effect a Redemption at Holder's
        Election shall give written notice ("Notice of Redemption at
        Holder's Election") to the Company no more than 60 days and no less
        than 10 days before the Date of Redemption at Holder's Election,
        which Notice of Redemption at Holder's Election shall (unless the
        Company agrees otherwise in writing) be irrevocable. Such Notice of
        Redemption at Holder's Election shall indicate the number of shares
        of Series G Preferred Stock held by such holder (all of which will
        be redeemed).

        (d) Payment of Redemption Price. Each Holder submitting Series G
        Preferred Stock being redeemed under this Section 8 shall send its
        Series G Preferred Stock Certificates so redeemed to the
        CorporationCompany or its transfer agent no later than the Date of
        Redemption at Holder's Election, and the Company shall pay the
        applicable redemption price to that holder within five (5) business
        days of the Date of Redemption. The Company shall not be obligated
        to deliver the redemption price unless the Preferred Stock
        Certificates so redeemed are delivered to the Company or its
        transfer agent.

Section 9. Status of Converted or Redeemed Stock. In the event any shares of
Series G Preferred Stock shall be converted or redeemed, the shares so
converted or redeemed shall be canceled, shall return to the status of
authorized but unissued Preferred Stock of no designated series, and shall
not be issuable by the CorporationCompany as Series G Preferred Stock.

Section 10. Miscellaneous. As used herein, the term "business day" means a
business day in the City of New York.


FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Series G Preferred Stock and
fixing the number, powers, preferences and relative, optional,
participating, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics thereof
shall, upon the effective date of said series, be deemed to be included in
and be a part of the certificate of incorporation of the Company pursuant
to the laws of the State of Delaware.


Signed on March 15, 1999.



By:____________________________
    Name:  Joseph R. Wright, Jr.
    Title: Chairman & CEO



By:_____________________________
   Name:  James F. O'Brien
   Title: Corporate Secretary & General Counsel