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                                                                     Exhibit 3.5

                            TERREMARK WORLDWIDE, INC.
                      SERIES H CONVERTIBLE PREFERRED STOCK

                           CERTIFICATE OF DESIGNATIONS

                        ---------------------------------

         It is hereby certified that:

         1. The name of the corporation (hereinafter called the "CORPORATION")
is Terremark Worldwide, Inc., a Delaware corporation.

         2. The Certificate of Incorporation of the Corporation authorizes the
issuance of 10,000,000 shares of Preferred Stock, and expressly vests in the
Board of Directors of the Corporation 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 Corporation has, as of the date hereof, authorized 300,000,000
shares of Common Stock of which 199,107,179 were issued and outstanding as of
March 31, 2001; the Corporation has authorized 10,000,000 shares of Preferred
Stock, of which 20 shares are issued and outstanding as of March 31, 2001.

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

         RESOLVED, that 5,882 shares of the 10,000,000 authorized shares of
Preferred Stock of the Corporation shall be designated Series H Convertible
Preferred Stock, $0.001 par value per share, and shall possess the rights and
privileges set forth below:

         1. DESIGNATION. A total of 5,882 shares of the Corporation's Preferred
Stock shall be designated as "Series H Convertible Preferred Stock." As used
herein, the term "Preferred Stock" used without reference to the Series H
Convertible Preferred Stock means the shares of Series H Convertible Preferred
Stock and the shares of each series of authorized Preferred Stock of the
Corporation issued and designated from time to time by a resolution or
resolutions of the Board of Directors, share for share alike and without
distinction as to class or series, except as otherwise expressly provided for in
this Certificate of Designations or as the context otherwise requires. The
Series H Convertible Preferred Stock shall be senior in liquidation rights and
preferences to all other classes or series of Preferred Stock.

         2. DIVIDENDS. (a) Commencing on the date of issuance, the holders of
record of shares of the Series H Convertible Preferred Stock shall be entitled
to receive preferential



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dividends, which shall be payable when, as and if declared by the Board of
Directors out of assets which are legally available for the payment of such
dividends, accruing at an annual rate equal to $102.00 per share of Series H
Convertible Preferred Stock (which amount shall be subject to equitable
adjustment whenever there shall occur after the date of issuance a stock
dividend, stock split, combination, reorganization, recapitalization,
reclassification or other similar event involving the Series H Convertible
Preferred Stock). No dividends shall be paid or declared, and no other
distribution shall be made, on or with respect to the Common Stock of the
Corporation unless all accrued and unpaid dividends on the Series H Convertible
Preferred Stock have first been paid. In the event dividends are paid on any
share of Common Stock, an additional dividend shall be paid with respect to all
outstanding shares of Series H Convertible Preferred Stock in an amount for each
share of Series H Convertible Preferred Stock equal to or greater than the
aggregate amount of such dividends for all shares of Common Stock into which
each share of Series H Convertible Preferred Stock could then be converted.

                  (b) ACCRUAL OF DIVIDENDS. Dividends shall be cumulative,
without compounding, and shall accrue daily on each share of Series H
Convertible Preferred Stock from the date of issue thereof. Dividends payable on
the Series H Convertible Preferred Stock for any period less than a full year
shall be computed on the basis of the actual number of days elapsed and a
365-day year. Dividends on the Series H Convertible Preferred Stock shall accrue
whether or not the Corporation has earnings or profits, whether or not there are
funds legally available for the payment of such dividends and whether or not
dividends are declared. The Corporation shall take all actions required or
permitted under Delaware law to permit the payment of dividends on the Series H
Convertible Preferred Stock. Upon the conversion of the Series H Convertible
Preferred Stock into Common Stock of the Corporation, all cumulative dividends
with respect to such converted shares shall be cancelled.

                  (c) PAYMENT OF DIVIDENDS. At the election of the Corporation,
in its sole discretion, the dividends to be paid under this Section may be paid
in cash or in the form of shares of Common Stock. The number of shares of Common
Stock issuable per share of Series H Convertible Preferred Stock upon such an
election by the Corporation shall be equal to the quotient obtained by dividing
(i) the amount of dividends declared per share of Series H Convertible Preferred
Stock, BY (ii) the Market Price of the Common Stock. For the purpose of this
Section, "MARKET PRICE" shall mean the average of the daily closing sales prices
of the Common Stock as quoted on the American Stock Exchange and reported in the
WALL STREET JOURNAL for the five trading days ending on (and inclusive of) the
business day immediately preceding the record date for determination of holders
of Series H Convertible Preferred Stock entitled to receive the dividend. No
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon the payment in kind of the dividends pursuant to this Section.
Instead of any fractional shares of Common Stock which would otherwise be
issuable pursuant hereto, the Corporation shall round up to the next whole share
of Common Stock issuable upon payment of the dividend. The determination as to
whether any fractional shares of Common Stock shall be rounded up shall be made
with respect to the aggregate number of shares of Common Stock being issued, not
with respect to each share of Common Stock being issued.





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         3. CONVERSION RIGHTS. The holders of the Series H Convertible Preferred
Stock shall have the following rights with respect to the conversion of such
shares into shares of Common Stock:

                  (a) GENERAL. Subject to and in compliance with the provisions
of this Section 3, any or all shares of the Series H Convertible Preferred Stock
may, at the option of the holder thereof, be converted at any time into
fully-paid and non-assessable shares of Common Stock. The number of shares of
Common Stock to which a holder of Series H Convertible Preferred Stock shall be
entitled to receive upon conversion shall be the product obtained by multiplying
the Series H Applicable Conversion Rate (determined as provided in Section 3(b))
by the number of shares of Series H Convertible Preferred Stock being converted
at any time.

                  (b) APPLICABLE CONVERSION RATE. The conversion rate in effect
at any time for the Series H Convertible Preferred Stock (the "SERIES H
APPLICABLE CONVERSION RATE") shall be the quotient obtained by dividing $1,700
by the Series H Applicable Conversion Value, as defined in Section 3(c).
Initially, the Series H Applicable Conversion Rate shall be 1,000, and each
share of Series H Convertible Preferred Stock shall initially be convertible
into 1,000 share of Common Stock.

                  (c) APPLICABLE CONVERSION VALUE. The Series H Applicable
Conversion Value in effect from time to time, except as adjusted in accordance
with Section 3(d) hereof, shall be $1.70 with respect to the Series H
Convertible Preferred Stock (the "SERIES H APPLICABLE CONVERSION VALUE").

                  (d) ADJUSTMENT TO SERIES H APPLICABLE CONVERSION VALUE UPON
EXTRAORDINARY COMMON STOCK EVENT. Upon the happening of an Extraordinary Common
Stock Event (as hereinafter defined), the Series H Applicable Conversion Value
shall, simultaneously with the happening of such Extraordinary Common Stock
Event, be adjusted by multiplying the Series H Applicable Conversion Value by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such Extraordinary Common Stock Event and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately after such Extraordinary Common Stock Event, and the product so
obtained shall thereafter be the Series H Applicable Conversion Value. The
Series H Applicable Conversion Value, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive Extraordinary Common Stock
Event or Events. An "EXTRAORDINARY COMMON STOCK EVENT" shall mean (i) the issue
of additional shares of Common Stock as a dividend or other distribution on
outstanding shares of Common Stock, (ii) a subdivision of outstanding shares of
Common Stock into a greater number of shares of Common Stock, or (iii) a
combination or reverse stock split of outstanding shares of Common Stock into a
smaller number of shares of Common Stock.

                  (e) DIVIDENDS. In the event the Corporation shall make or
issue, or shall fix a record date for the determination of holders of Common
Stock entitled to receive a dividend or other distribution (other than a
distribution in liquidation or other distribution otherwise provided for herein)
with respect to the Common Stock payable in (i) securities of the Corporation
OTHER THAN shares of Common Stock, or (ii) other assets (excluding cash
dividends or distributions),




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then and in each such event provision shall be made so that the holders of the
Series H Convertible Preferred Stock shall receive upon conversion thereof in
addition to the number of shares of Common Stock receivable thereupon, the
number of securities or such other assets of the Corporation which they would
have received had their Series H Convertible Preferred Stock been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the Conversion Date (as that
term is hereafter defined in Section 3(i)), retained such securities or such
other assets receivable by them during such period, giving application to all
other adjustments called for during such period under this Section 3 with
respect to the rights of the holders of the Series H Convertible Preferred
Stock.

                  (f) CAPITAL REORGANIZATION OR RECLASSIFICATION. If the Common
Stock issuable upon the conversion of the Series H Convertible Preferred Stock
shall be changed into the same or different number of shares of any class or
classes of capital stock, whether by capital reorganization, recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for elsewhere in this Section 3, or a merger,
consolidation or sale of all or substantially all of the Corporation's capital
stock or assets to any other person), then and in each such event the holder of
each share of Series H Convertible Preferred Stock shall have the right
thereafter to convert such share into the kind and amount of shares of capital
stock and other securities and property receivable upon such reorganization,
recapitalization, reclassification or other change by the holders of the number
of shares of Common Stock into which such shares of Series H Convertible
Preferred Stock might have been converted immediately prior to such
reorganization, recapitalization, reclassification or change, all subject to
further adjustment as provided herein.

                  (g) MERGER, CONSOLIDATION OR SALE OF ASSETS. Subject to the
provisions of Section 4(d) hereof, if at any time or from time to time there
shall be a merger or consolidation of the Corporation with or into another
corporation (other than a merger or reorganization involving only a change in
the state of incorporation of the Corporation), or the sale of all or
substantially all of the Corporation's capital stock or assets to any other
person, then, as a part of such reorganization, merger, or consolidation or
sale, and provision shall be made so that the holders of the Series H
Convertible Preferred Stock shall thereafter be entitled to receive upon
conversion of the Series H Convertible Preferred Stock the number of shares of
stock or other securities or property of the Corporation, or of the successor
corporation resulting from such merger or consolidation, to which such holder
would have been entitled if such holder had converted its shares of Series H
Convertible Preferred Stock immediately prior to such capital reorganization,
merger, consolidation or sale. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section 3 to the end that the
provisions of this Section 3 (including adjustment of the Series H Applicable
Conversion Value then in effect and the number of shares of Common Stock or
other securities issuable upon conversion of such shares of Series H Convertible
Preferred Stock) shall be applicable after that event in as nearly equivalent a
manner as may be practicable.

                  (h) CERTIFICATE AS TO ADJUSTMENTS; NOTICE BY CORPORATION. In
each case of an adjustment or readjustment of the Series H Applicable Conversion
Rate, the Corporation at its expense will furnish each holder of Series H
Convertible Preferred Stock with a certificate prepared by the Treasurer or
Chief Financial Officer of the Corporation, showing such




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adjustment or readjustment, and stating in detail the facts upon which such
adjustment or readjustment is based.

                  (i) EXERCISE OF CONVERSION PRIVILEGE. To exercise its
conversion privilege, a holder of Series H Convertible Preferred Stock shall
surrender the certificate or certificates representing the shares being
converted to the Corporation at its principal office, and shall give written
notice to the Corporation at that office that such holder elects to convert such
shares. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Common Stock
issuable upon such conversion shall be issued. The certificate or certificates
for shares of Series H Convertible Preferred Stock surrendered for conversion
shall be accompanied by proper assignment thereof to the Corporation or in
blank. The date when such written notice is received by the Corporation,
together with the certificate or certificates representing the shares of Series
H Convertible Preferred Stock being converted, shall be the "CONVERSION DATE."
As promptly as practicable after the Conversion Date, the Corporation shall
issue and shall deliver to the holder of the shares of Series H Convertible
Preferred Stock being converted, or on its written order, such certificate or
certificates as it may request for the number of whole shares of Common Stock
issuable upon the conversion of such shares of Series H Convertible Preferred
Stock in accordance with the provisions of this Section 3, rounded up to the
nearest whole share as provided in Section 3(j), in respect of any fraction of a
share of Common Stock issuable upon such conversion. Such conversion shall be
deemed to have been effected immediately prior to the close of business on the
Conversion Date, and at such time the rights of the holder as holder of the
converted shares of Series H Convertible Preferred Stock shall cease and the
person(s) in whose name(s) any certificate(s) for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Common Stock represented thereby.

                  (j) NO ISSUANCE OF FRACTIONAL SHARES. No fractional shares of
Common Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series H Convertible Preferred Stock. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of Series H Convertible Preferred Stock, the Corporation shall round
up to the next whole share of Common Stock issuable upon the conversion of
shares of Series H Convertible Preferred Stock. The determination as to whether
any fractional shares of Common Stock shall be rounded up shall be made with
respect to the aggregate number of shares of Series H Convertible Preferred
Stock being converted at any one time by any holder thereof, not with respect to
each share of Series H Convertible Preferred Stock being converted.

                  (k) PARTIAL CONVERSION. In the event some but not all of the
shares of Series H Convertible Preferred Stock represented by a certificate(s)
surrendered by a holder are converted, the Corporation shall execute and deliver
to or on the order of the holder, at the expense of the Corporation, a new
certificate representing the number of shares of Series H Convertible Preferred
Stock which were not converted.

                  (l) RESERVATION OF COMMON STOCK. 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 H Convertible Preferred Stock,




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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 H
Convertible Preferred Stock (including any shares of Series H Convertible
Preferred Stock represented by any warrants, options, subscription or purchase
rights for Series H Convertible 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 H Convertible
Preferred Stock (including any shares of Series H Convertible Preferred Stock
represented by any warrants, options, subscriptions or purchase rights for such
Preferred Stock), the Corporation shall take such 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.

                  (m) NO REISSUANCE OF PREFERRED STOCK. No share or shares of
Series H Convertible Preferred Stock acquired by the Corporation by reason of
redemption, purchase, conversion or otherwise shall be reissued, and all such
shares shall be cancelled, retired and eliminated from the shares which the
Corporation shall be authorized to issue. The Corporation shall from time to
time take such appropriate corporate action as may be necessary to reduce the
authorized number of shares of the Series H Convertible Preferred Stock.

         4. LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) TREATMENT AT SALE, LIQUIDATION, DISSOLUTION OR WINDING UP.
In the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, before any distribution or payment is made to
any holders of any shares of Common Stock, the Series G Convertible Preferred
Stock or any other class or series of capital stock of the Corporation
designated to be junior to the Series H Convertible Preferred Stock with respect
to payment on liquidation and subject to the liquidation rights and preferences
of any class or series of Preferred Stock designated to be on a parity with
respect to payment on liquidation with the Series H Convertible Preferred Stock,
then the holders of shares of Series H Convertible Preferred Stock shall be
entitled to be paid first out of the assets of the Corporation available for
distribution to holders of the Corporation's capital stock whether such assets
are capital, surplus or earnings, an amount equal to $1,700 per share of Series
H Convertible Preferred Stock (which amount shall be subject to equitable
adjustment whenever there shall occur a stock dividend, stock split,
combination, reorganization, recapitalization, reclassification or other similar
event involving the Series H Convertible Preferred Stock) PLUS any dividends
accrued or declared but unpaid on such shares (such amount, as so determined, is
referred to herein as the "SERIES H LIQUIDATION VALUE" with respect to such
shares).

                  (b) PRO-RATA PARTICIPATION. After payment has been made to the
holders of the Series H Convertible Preferred Stock and any series of Preferred
Stock designated to be on a parity with respect to payment on liquidation with
the Series H Convertible Preferred Stock of the full liquidation preference to
which such holders shall be entitled as aforesaid, the remaining assets shall be
distributed pro-rata among the holders of Common Stock, the Series H Convertible
Preferred Stock and other series or classes of Preferred Stock with
participation rights with respect to payment on liquidation, based on the number
of shares of Common Stock into which each share of Series H Convertible
Preferred Stock and such other series or classes of Preferred Stock could then
be converted.




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                  (c) INSUFFICIENT FUNDS. If upon such liquidation, dissolution
or winding up, the assets or surplus funds of the Corporation to be distributed
to the holders of shares of Series H Convertible Preferred Stock and any other
then-outstanding shares of the Corporation's capital stock ranking on a parity
with respect to payment on liquidation with the Series H Convertible Preferred
Stock (such shares being referred to herein as the "SERIES H PARITY STOCK")
shall be insufficient to permit payment to such respective holders of the full
Series H Liquidation Value and all other preferential amounts payable with
respect to the Series H Convertible Preferred Stock and such Series H Parity
Stock, then the assets available for payment or distribution to such holders
shall be allocated among the holders of the Series H Convertible Preferred Stock
and such Series H Parity Stock, pro rata, in proportion to the full respective
preferential amounts to which the Series H Convertible Preferred Stock and such
Series H Parity Stock are each entitled.

                  (d) CERTAIN TRANSACTIONS TREATED AS LIQUIDATION. For purposes
of this Section 4, (i) any acquisition of the Corporation by means of merger or
other form of corporate reorganization or consolidation with or into another
corporation in which outstanding shares of the Corporation, including shares of
Series H Convertible Preferred Stock, are to be exchanged for securities or
other consideration issued, or caused to be issued, by the other corporation or
its subsidiary and, as a result of which transaction, the shareholders of the
Corporation own 50% or less of the voting power of the surviving entity, or (ii)
a sale, transfer or lease (other than a pledge or grant of a security interest
to a bona fide lender) of all or substantially all of the assets of the
Corporation (other than to a wholly owned subsidiary or parent of the
Corporation) (collectively, the transactions referred to in clauses (i) and (ii)
are referred to herein as "SALE TRANSACTIONS"), at the election of holders of a
majority of the outstanding shares of Series H Convertible Preferred Stock,
shall with respect to the Series H Convertible Preferred Stock, be treated as a
liquidation, dissolution or winding up of the Corporation and entitle the
holders of Series H Convertible Preferred Stock to receive the Series H
Liquidation Value for each share of Series H Convertible Preferred Stock. The
Corporation will provide the holders of Series H Convertible Preferred Stock
written notice of any Sale Transaction that would be treated as a liquidation,
dissolution or winding up pursuant to this Section 4(d) at least fifteen (15)
business days prior to the earlier of the stockholders' vote relating to such
Sale Transaction or the closing of such Sale Transaction.

                  (e) DISTRIBUTIONS OF PROPERTY. Whenever the distribution
provided for in this Section 4 shall be payable in property other than cash, the
value of such distribution shall be the fair market value of such property as
determined in good faith by the Board of Directors, unless the holders of 25% or
more of the then outstanding shares of Series H Convertible Preferred Stock
request, in writing, that an independent appraiser perform such valuation, then
by an independent appraiser selected by the Board of Directors and reasonably
acceptable to the holders of 25% or more of the then outstanding shares of
Series H Convertible Preferred Stock.

         5. REDEMPTIONS.

                  (a) UPON THE REQUEST OF THE HOLDERS OF SERIES H CONVERTIBLE
PREFERRED STOCK. Commencing on the earlier of (i) June 1, 2005, and (ii) the
date upon which that certain Onevision Vendor Service Agreement dated as of May
___, 2001 between the Corporation and



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Onevision Worldwide, Inc. is terminated pursuant to the terms thereof, and
thereafter, the Corporation shall, at any time and from time to time, at the
option of and on the written request of the holders of a majority of the
outstanding shares of Series H Convertible Preferred Stock, redeem, on a date
(the "HOLDER REDEMPTION DATE") chosen by the Corporation not less than 120 nor
more than 180 days after the Corporation's receipt of the redemption request,
all, but not less than all, of the shares of Series H Convertible Preferred
Stock. The redemption price for each share of Series H Convertible Preferred
Stock redeemed pursuant to this Section 5(a) shall initially be $1,700 per share
in cash PLUS all accrued and/or declared but unpaid dividends on such shares up
to and including the date fixed for redemption (the "REDEMPTION PRICE"). The
Redemption Price set forth in this Section 5 shall be subject to equitable
adjustment with respect to the Series H Convertible Preferred Stock whenever
there shall occur a stock split, stock dividend, combination, recapitalization,
reclassification or other similar event involving a change in the Series H
Convertible Preferred Stock.

                  (b) REDEMPTION BY THE COMPANY. At any time, the Corporation
shall have the option to, upon written notice pursuant to Section 5(d) below,
redeem, on the date (the "COMPANY REDEMPTION DATE") specified in such notice,
any or all of the outstanding shares of Series H Convertible Preferred Stock
which have not been converted as of the Company Redemption Date at a price per
share equal to the Redemption Price.

                  (c) INSUFFICIENT FUNDS FOR REDEMPTION.

                           (i) If the funds of the Corporation legally available
for redemption of the Series H Convertible Preferred Stock on the Redemption
Date are insufficient to redeem the number of shares of Series H Convertible
Preferred Stock to be so redeemed on such Redemption Date, the holders of shares
of Series H Convertible Preferred Stock shall share ratably in any funds legally
available for redemption of such shares according to the respective amounts
which would be payable with respect to the number of shares owned by them if the
shares to be so redeemed on such Redemption Date were redeemed in full. The
shares of Series H Convertible Preferred Stock not redeemed shall remain
outstanding and entitled to all rights and preferences provided herein.

                           (ii) At any time thereafter when additional funds of
the Corporation are legally available for the redemption of such shares of
Series H Convertible Preferred Stock, such funds will be used, as soon as
practicable but no later than the end of the next succeeding fiscal quarter, to
redeem the balance of such shares, or such portion thereof for which funds are
then legally available, on the basis set forth above.

                  (d) REDEMPTION PROPORTIONATE. Each redemption of Series H
Convertible Preferred Stock pursuant to this Section 5 shall be made so that the
number of shares of Series H Convertible Preferred Stock to be redeemed from
each registered owner shall be on a pro rata basis according to the respective
liquidation preferences of shares of Series H Convertible Preferred Stock which
each such holder of Series H Convertible Preferred Stock owns of record as of
the applicable Redemption Date.





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                  (e) REDEMPTION NOTICE. At least 15 days prior to the Holder
Redemption Date or the Company Redemption Date, as the case may be, written
notice (hereinafter referred to as the "REDEMPTION NOTICE") shall be mailed,
first class or certified mail, postage prepaid, by the Corporation to each
holder of record of Series H Convertible Preferred Stock which are to be
redeemed, as its address shown on the records of the Corporation; PROVIDED,
HOWEVER, that the Corporation's failure to give such Redemption Notice as to any
holder shall not affect its obligation to redeem the Series H Convertible
Preferred Stock as provided in Section 5(a) hereof as to such holder. The
Redemption Notice shall contain the following information:

                           (i) the number of shares of Series H Convertible
Preferred Stock held by the holder which are to be redeemed by the Corporation;

                           (ii) the Holder Redemption Date or Company Redemption
Date, as the case may be, and the Redemption Price; and

                           (iii) that the holder is to surrender to the
Corporation, at the place designated therein, its certificate or certificates
representing the Series H Convertible Preferred Stock to be redeemed.

                  (f) SURRENDER OF CERTIFICATES. Each holder of Series H
Convertible Preferred Stock shall surrender the certificate(s) representing such
shares to the Corporation at the place designated in the Redemption Notice, and
on the Holder Redemption Date or Company Redemption Date, as the case may be,
the Redemption Price for such shares as set forth in this Section 5 shall be
paid to the order of the person whose name appears on such certificate(s) and
each surrendered certificate shall be canceled and retired. In the event some
but not all of the Series H Convertible Preferred Stock represented by a
certificate(s) surrendered by a holder are being redeemed, the Corporation shall
execute and deliver to or on the order of the holder, at the expense of the
Corporation, a new certificate representing the number of shares of Series H
Convertible Preferred Stock which were not redeemed.

                  The rights of redemption of the holders of Series H
Convertible Preferred Stock are subject to the rights and preferences of any
class or series of preferred stock that may be designated to be senior to, or on
parity with, the Series H Convertible Preferred Stock with respect to rights of
redemption.

                  (g) DIVIDENDS AND CONVERSION AFTER REDEMPTION. From and after
the Holder Redemption Date or the Company Redemption Date, as the case may be,
dividends shall cease to accrue on the shares of Series H Convertible Preferred
Stock subject to redemption and no such shares shall be entitled to the
conversion provisions set forth in Section 3 hereof; PROVIDED; HOWEVER, that if
any shares of Series H Convertible Preferred Stock called for redemption shall
not be paid upon surrender of the relevant stock certificate for redemption,
then dividends shall accrue on such shares from the Holder Redemption Date or
the Company Redemption Date, as the case may be, until the Redemption Price
therefor is paid.

                  (h) WAIVER OF REDEMPTION. Each holder of Series H Convertible
Preferred Stock shall have the right to waive redemption under Section 5(a) of
shares owned by such




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holder; provided that such waiver shall not affect the number of shares to be
redeemed from any other holder.

         6. VOTING POWER. Except as otherwise expressly provided in Section 9
hereof or as otherwise required by law, each holder of Series H Convertible
Preferred Stock shall be entitled to vote on all matters and shall be entitled
to that number of votes equal to the number of whole shares of Common Stock into
which such holder's respective shares of Series H Convertible Preferred Stock
could then be converted, pursuant to the provisions of Section 3 hereof, at the
record date for the determination of stockholders entitled to vote on such
matter or, if no such record date is established, at the date such vote is taken
or any written consent of stockholders is solicited. Except as otherwise
expressly provided in Section 9 hereof or as otherwise required by law, the
holders of shares of Series H Convertible Preferred Stock and Common Stock shall
vote together as a single class on all matters.

         7. REGISTRATION OF TRANSFER. The Corporation will keep at its principal
office a register for the registration of shares of Series H Convertible
Preferred Stock. Upon the surrender of any certificate representing shares of
Series H Convertible Preferred Stock at such place, the Corporation will, at the
request of the record holders of such certificate, execute and deliver (at the
Corporation's expense) a new certificate or certificates in exchange therefor
representing the aggregate number of shares of Series H Convertible Preferred
Stock represented by the surrendered certificate. Each such new certificate will
be registered in such name and will represent such number of shares of Series H
Convertible Preferred Stock as is required by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate.

         8. REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Corporation of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Series H Convertible Preferred Stock, and
in the case of any such loss, theft or destruction, upon receipt of an unsecured
indemnity from the holder reasonably satisfactory to the Corporation or, in the
case of such mutilation upon surrender of such certificate, the Corporation will
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of Series H
Convertible Preferred Stock represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate.

         9. RESTRICTIONS AND LIMITATIONS ON CORPORATE ACTION AND AMENDMENTS TO
CHARTER. The Corporation shall not take any corporate action without the
approval by vote or written consent of the holders of more than 50.0% of the
then outstanding shares of Series H Convertible Preferred Stock, if such
corporate action or amendment would:

                           (i) alter or change the powers, preferences or
special rights of the Series H Convertible Preferred Stock; or

                           (ii) amend any provisions of this Section 9.






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         10. NO IMPAIRMENT. The Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of capital
stock or 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 of the Series H Convertible Preferred Stock set
forth herein, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holders of the Series H
Convertible Preferred Stock against impairment. Without limiting the generality
of the foregoing, the Corporation (a) will not increase the par value of any
shares of stock receivable on the conversion of the Series H Convertible
Preferred Stock above the amount payable therefor on such conversion, and (b)
will take all such action as may be necessary or appropriate in order that the
Corporation may validly and legally issue fully paid and nonassessable shares of
stock on the conversion of all Series H Convertible Preferred Stock from time to
time outstanding.

         11. NOTICES OF RECORD DATE. In the event of:

                  (a) 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 or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or

                  (b) any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, or any transfer of all or
substantially all of the assets of the Corporation to any other corporation, or
any other entity or person, or

                  (c) any voluntary or involuntary dissolution, liquidation or
winding up of the Corporation,

then and in each such event the Corporation shall mail or cause to be mailed to
each holder of Series H Convertible Preferred Stock a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right and a description of such dividend, distribution or right,
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (iii) the time, if any, that is
to be fixed, as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding up. Such notice shall be mailed by
first class mail, postage prepaid, at least fifteen (15) days prior to the
earlier of (1) the date specified in such notice on which such record is to be
taken and (2) the date on which such action is to be taken.

         12. NOTICES. Except as otherwise expressly provided, all notices
referred to herein will be in writing and will be deemed to have been duly given
(i) on the date of service if served



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personally on the party to whom notice is to be given, (ii) on the date of
transmittal of services via telecopy to the party to whom notice is to be given
(with a confirming copy being delivered within 24 hours thereafter), (iii) on
the third day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, or (iv) on
the date of delivery if sent via overnight courier providing a receipt and in
each case properly addressed (x) to the Corporation, at its principal executive
offices and (y) to any stockholder, at such holder's address as it appears in
the stock records of the Corporation (unless otherwise indicated in writing by
any such holder).

         FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Series H Convertible 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 Corporation pursuant to the laws of the
State of Delaware.

Signed on May 9, 2001


 By: /s/ Manuel D. Medina
    ------------------------------------------
       Manuel D. Medina
       President, Chief Executive Officer, and
       Chairman of the Board of Directors


By: /s/ Jose E. Gonzalez
    ------------------------------------------
       Name:  Jose E. Gonzalez
       Title: Senior Vice President and
              Secretary











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