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                                                                     EXHIBIT 4.2



                          CERTIFICATE OF DESIGNATIONS
                                       OF
             12% CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A-1
                                       OF
                    INTEGRATED COMMUNICATION NETWORKS, INC.

     Pursuant to Section 78-195 of the General Corporation Law of Nevada, the
undersigned duly authorized officers of INTEGRATED COMMUNICATION NETWORKS,
INC., a Nevada corporation (the Company), hereby certify that the following
resolution was duly adopted on March 15, 1999, by the Board of Directors of the
Company pursuant to authority conferred on the Board of Directors by the
provisions of the Certificate of Incorporation of the Company (as amended) and
in accordance with the provisions of the General Corporation Law of Nevada, and
that said resolution has not been amended or rescinded and is in full force and
effect at the date hereof:

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of the Company by the Corporation's Articles of
Incorporation, as amended to date, the Board of Directors hereby creates a new
series of the Corporation's authorized but unissued preferred stock, $.01 par
value per share, to be designated "12% Convertible Redeemable Preferred Stock,
Series A-1" and to consist of 650,000 shares, and hereby fixes the voting
powers, designations, preferences and relative, participating, optional or other
special rights and the qualifications, limitations or restrictions thereof:

     1.  Number of Shares and Designation. The shares of this series of
preferred stock shall be designated as "12% Convertible Redeemable Preferred
Stock, Series A-1," $.01 par value per share (the "Series A Preferred Stock"),
and the number of shares constituting this series shall be 650,000.

     2.  Definitions. For purposes of the Series A Preferred Stock, the
following terms shall have the meanings indicated:

     "Board of Directors" shall mean the board of directors of the Company or
     any committee authorized by such Board of Directors to perform any of its
     responsibilities with respect to the Series A Preferred Stock.

     "Business Day" shall mean any day other than a Saturday, Sunday or a day
     on which banking institutions in the City of Los Angeles are authorized or
     obligated by law or executive order to close.

     "Common Stock" shall mean the Common Stock of the Company, $.01 par value
     per share, and any capital stock of the Company which has the right to
     participate in the distribution of earnings and assets of the Company
     without limit as to amount or percentage, into which the Common Stock may
     hereafter be classified by appropriate amendment to the Corporation's
     Certificate of Incorporation, as amended.



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"Conversion Price" shall mean the shares of Common Stock into which the Series
A Preferred Stock is convertible, as such Conversion Price may be adjusted
pursuant to Section 8 hereof. The Conversion Price will be as defined in
Section 8 hereof.

"Dividend Payment Date" shall have the meaning set forth in Subsection 3.2
hereof.

"Dividend Payment Record Date" shall have the meaning set forth in Subsection
3.2 hereof.

"Dividend Periods" shall mean quarterly dividend periods commencing on the
first day of March, June, September and December of each year and ending on and
including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period which shall commence on the
Original Issue Date.

"Holders" shall mean the purchasers of the Series A Preferred Stock of the
Company and their successors and assigns of record on the stock record books of
the Company.

"Liquidation Value" shall mean, as to each share of Series A Preferred Stock,
the sum of $1.53.

"Original Issue Date" shall mean the first date on which shares of Series A
Preferred Stock are issued.

"Person" shall mean any individual, firm, partnership, corporation, limited
liability company, association, joint stock company, trust, joint venture or
other entity, and shall include any successor (by merger or otherwise) of such
entity.

"Purchase Price" shall mean $1.53, the amount paid to the Company for each share
of Series A Preferred Stock.

"Securities Act" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

"Transaction" shall have the meaning set forth in Subsection 8.6(a) hereof.

3.   Dividends.

     3.1  General. The holders of shares of the Series A Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out
of assets legally available therefor, cumulative dividends at an annual rate of
12% per share (an amount equivalent to 12% of the Purchase Price per share)
payable to holders only in shares of the Common Stock of the Company.

     3.2  Dividend Preference and Payment Dates. Such dividends shall be
cumulative from the Original Issue Date, whether or not in any Dividend Period
or Periods there shall be assets of the Company legally available for the
payment of such dividends and whether or not such dividends are declared, and
shall be payable quarterly, when, as and if declared by the Board of Directors,
on March

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1, June 1, September 1, and December 1 in each year (each a "Dividend Payment
Date"), commencing on June 1, 1999. If June 1, 1999 or any other Dividend
Payment Date shall be on a day other than a Business Day, then the Dividend
Payment Date shall be on the next succeeding Business Day. Each such dividend
shall be payable in arrears to the holders of record of shares of the Series A
Preferred Stock, as they appear on the stock records of the Company at the close
of business on those dates (each such date, a "Dividend Payment Record Date"),
not less than 10 days nor more than 60 days preceding the dividend payment dates
thereof, as shall be fixed by the Board of Directors. Dividends on the Series A
Preferred Stock shall accrue (whether or not declared) on a daily basis from the
Original Issue Date and accrued dividends for each Dividend Period shall
accumulate to the extent not paid on the Dividend Payment Date first following
the Dividend Period for which they accrue. As used herein, the term "accrued"
with respect to dividends includes both accrued and accumulated dividends.
Accrued and unpaid dividends for any past Dividend Periods may be declared and
paid at any time, without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 45 days preceding the payment date
thereof, as may be fixed by the Board of Directors.

     3.3  Computation of Dividends for Partial Dividend Periods; Payment of
Dividends on Shares Called for Redemption.  The amount of dividends payable for
each full Dividend Period for the Series A Preferred Stock shall be computed by
dividing the annual dividend rate by four (rounded down to the nearest cent).
The amount of dividends payable for the initial Dividend Period on the Series A
Preferred Stock, or any other period shorter or longer than a full Dividend
Period on the Series A Preferred Stock, shall be computed on the basis of a
360-day year consisting of twelve 30-day months. Holders of shares of Series A
Preferred Stock called for redemption on a redemption date falling between the
close of business on a Dividend Payment Record Date and the opening of business
on the corresponding Dividend Payment Date shall, in lieu of receiving such
dividend on the Dividend Payment Date fixed therefor, receive such dividend
payment together with all other accrued and unpaid dividends on the date fixed
for redemption (unless such holder converts such shares in accordance with
Section 8 hereof). No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series A Preferred
Stock which are in arrears.

     3.4  Priority and Dividend Participation/Parity Stock. (a) So long as any
shares of the Series A Preferred Stock are outstanding, no dividends, except as
described in the next succeeding sentence, shall be declared or paid or set
apart for payment on any class or series of stock of the Company ranking, as to
dividends, on a parity with the Series A Preferred Stock, for any period unless
full cumulative dividends have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series A Preferred Stock for all Dividend Periods terminating on
or prior to the date of payment, or setting apart for payment, of such full
cumulative dividends on such parity stock. When dividends are not paid in full
or a sum sufficient for such payment is not set apart, as aforesaid, upon the
shares of the Series A Preferred Stock and any other class or series of stock
ranking on a parity as to dividends with the Series Preferred Stock, all
dividends declared upon shares of the Series Preferred Stock and all dividends
declared upon such other stock shall be declared pro rata so that the amounts
of dividends per share declared on the Series A Preferred Stock and such other
stock shall in all cases bear to each other the same ratio that accrued
dividends per share of the shares of the Series A Preferred Stock and on such
other stock bear to each other.

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     (b)  So long as any shares of the Series A Preferred Stock are
outstanding, no other stock of the Company ranking on a parity with the Series
A Preferred Stock as to dividends or upon liquidation, dissolution or winding
up shall be redeemed, purchased or otherwise acquired for any consideration (or
any moneys be paid to or made available for a sinking fund or otherwise for the
purchase or redemption of any shares of any such stock) by the Company (except
by conversion into or exchange for stock of the Company ranking junior to the
Series A Preferred Stock as to dividends and upon liquidation, dissolution or
winding up) unless (a) the full cumulative dividends, if any, accrued on all
outstanding shares of the Series A Preferred Stock shall have been paid or set
apart for payment for all past Dividend Periods and (b) sufficient funds shall
have been set apart for the payment of the dividend for the current Dividend
Period with respect to the Series A Preferred Stock.

     3.5  Priority and Dividend Participation/Junior Stock. So long as any
shares of the Series A Preferred Stock are outstanding, no dividends (other
than dividends or distributions paid in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Common Stock or other stock
ranking junior to the Series A Preferred Stock as to dividends and upon
liquidation, dissolution or winding up) shall be declared or paid or set apart
for payment and no other distribution shall be declared or made or set apart
for payment, in each case upon the Common Stock or any other stock of the
Company ranking junior to the Series A Preferred Stock as to dividends or upon
liquidation, dissolution or winding up, nor shall any Common Stock nor any
other such stock of the Company ranking junior to the Series A Preferred Stock
as to dividends or upon liquidation, dissolution or winding up be redeemed,
purchased or otherwise acquired for any consideration (or any moneys be paid to
or made available for a sinking fund or otherwise for the purchase or
redemption of any shares of any such stock) by the Company (except by
conversion into or exchange for stock of the Company ranking junior to the
Series A Preferred Stock as to dividends and upon liquidation, dissolution or
winding up) unless, in each case (a) the full cumulative dividends, if any,
accrued on all outstanding shares of the Series A Preferred Stock and any other
stock of the Company ranking on a parity with the Series A Preferred Stock as
to dividends shall have been paid or set apart for payment for all past
Dividend Periods and all past dividend periods with respect to such other stock
and (b) sufficient funds shall have been set apart for the payment of the
dividend for the current Dividend Period with respect to the Series A Preferred
Stock and for the current dividend period with respect to any other stock of
the Company ranking on a parity with the Series A Preferred Stock as to
dividends.

     3.6  Dividend Participation with Common Stock after Payment of Cumulative
Dividends. If the Company has paid the holders of the Series A Preferred Stock
the full amount of the cumulative dividends thereon as required by this Section
3, and shall elect to declare additional dividends in any fiscal year out of
funds legally available therefor, subject to the rights of the holders of
shares of any series or classes of stock ranking on a parity with or prior to
the Series A Preferred Stock as to dividends, such additional dividends shall
be declared and shall be paid on both the Series A Preferred Stock and the
Common Stock equally, with the Series A Preferred Stock for this purpose being
deemed converted into such number of shares of Common Stock (including
fractions of a share) as each such share of Series A Preferred Stock is
convertible on the date the dividend is declared.


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      4.    Liquidation Value.

      4.1   General. In the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, before any payment or
distribution of the assets of the Company (whether capital or surplus) shall be
made to or set apart for the holders of Common Stock or any other series or
class or classes of stock of the Company ranking junior to the Series A
Preferred Stock upon liquidation, dissolution or winding up, the holders of the
shares of Series A Preferred Stock shall be entitled to receive $1.53 per share
(the "Liquidation Value") plus an amount per share equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date of
final distribution to such holders. No payment on account of any liquidation,
dissolution or winding up of the Company shall be made to the holders of any
class or series of stock ranking on a parity with the Series A Preferred Stock
in respect of the distribution of assets upon dissolution, liquidation or
winding up unless there shall likewise be paid at the same time to the holders
of the Series A Preferred Stock like proportionate amounts determined ratably
in proportion to the full amounts to which the holders of all outstanding
shares of Series A Preferred Stock and the holders of all outstanding shares of
such parity stock are respectively entitled with respect to such distribution.
If, upon any liquidation, dissolution or winding up of the Company, the assets
of the Company, or proceeds thereof, distributable among the holders of the
shares of Series A Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any other shares of
stock ranking, as to liquidation, dissolution or winding up, on a parity with
the Series A Preferred Stock, then such assets, or the proceeds thereof, shall
be distributed among the holders of shares of Series A Preferred Stock and any
such other stock ratably in accordance with the respective amounts which would
be payable on such shares of Series A Preferred Stock and any such other stock
if all amounts payable thereon were paid in full. For the purposes of this
Section 4, (a) a consolidation or merger of the Company with one or more
corporations or other entities, (b) a sale, lease, exchange or transfer of all
or any part of the Corporation's assets or (c) a statutory share exchange shall
not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.

      4.2   Liquidation Participation with Common Stock after Payment of
Liquidation Preference. Upon any liquidation, dissolution or winding up of the
Company, subject to the rights of the holders of shares of any series or class
or classes of stock ranking on a parity with or prior to the Series A Preferred
Stock upon liquidation, dissolution or winding up, after payment shall have been
made in full to the holders of Series A Preferred Stock as provided in
Subsection 4.1, the remaining assets of the Company available for distribution
to stockholders shall be distributed among the holders of Series A Preferred
Stock and Common Stock pro rata based on the number of shares of Common Stock
held by each (assuming conversion of all such Series A Preferred Stock).

      4.3   Notice of Liquidation, Dissolution or Winding Up. Written notice of
any liquidation, dissolution or winding up of the Company, stating the payment
date or dates when and the place or places where the amounts distributable in
such circumstances shall be payable, shall be given by first class mail,
postage prepaid, not less than 30 days prior to any payment date stated
therein, to the holders of record of the Series A Preferred Stock at their
respective addresses as the same shall appear on the books of the Company.



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     5.   Transfers.

     5.1  Delivery of Certificate, Transfer Instructions and Transfer
Certificate. Each certificate of Series A Preferred Stock presented for
transfer, exchange or conversion:

          (a)  shall be duly endorsed or accompanied by a written instruction
of transfer in form satisfactory to the Company or to its registrar therefor
duly executed by such Holder or its attorney, duly authorized in writing; and

          (b)  shall be accompanied by a Transferor Certificate, a form of
which will be provided by the Company.

     6.   Redemption.

     6.1  Redemption at the Option of Holder. (a) Within three business days of
receipt of written notice of a Holder's election to cause the Company to redeem
the shares of Series A Preferred Stock, the Company will redeem the shares of
Series A Preferred Stock, in whole or in part, out of funds legally available
therefor, subject to the notice provisions and provisions for partial
redemption described below, at an amount equal to one hundred and fifteen
percent (15%) of the Purchase Price of the Holder's Series A Preferred Stock
plus an amount equal to accrued and unpaid dividends, if any, to (and
including) the date fixed for redemption, whether or not earned or declared
(the "Redemption Price"); provided, however, that if a redemption date is a
Dividend Payment Date, the quarterly payment becoming due on such date shall be
payable to the holder of record as of the relevant record date and provided
further that the Holder may not redeem any shares of Series A Preferred Stock
prior to January 1, 2000.

     (b)  Upon surrender in accordance of the certificates for any such shares
so redeemed (properly endorsed or assigned for transfer), such shares shall be
redeemed by the Company at the applicable Redemption Price aforesaid, and shall
be promptly paid to the holder.

     (c)  For the purpose of determining whether funds are legally available
for redemption of shares of Series A Preferred Stock as provided in this
Subsection 6.1, the Company shall value its assets at the highest amount
permissible under applicable law. If the funds of the Company legally available
for redemption on any Redemption Date are insufficient to redeem the total
number of shares requested to be redeemed on such date, those funds which are
legally available shall, subject to the rights of any class or series of stock
of the Company ranking, as to dividends or upon dissolution, liquidation or
winding up, on a parity with the Series A Preferred Stock, be used to redeem the
maximum possible number of shares requested to be redeemed ratably among the
holders of shares of Series A Preferred Stock requested to be redeemed based
upon the aggregate Series A Redemption Price of such shares held by each such
holder. The shares of Series A Preferred Stock not redeemed shall remain
outstanding and entitled to all the rights and preferences provided herein. The
redemption requirements provided hereby shall be continuous, so that at any time
thereafter when additional funds of the Company are legally available for
redemption of Series A Preferred Stock, such funds shall immediately be used to
redeem the balance of any Series A Preferred Stock which the


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Company has become obligated to redeem on any Redemption Date but which it has
not redeemed, without further action by any holder of Series A Preferred Stock.

      7.    Shares to be Retired. All shares of Series A Preferred Stock
purchased, redeemed, exchanged or converted by the Company shall be retired and
canceled and shall be restored to the status of authorized but unissued shares
of the Corporation's preferred stock, without designation as to series and may
thereafter be reissued.

      8.    Conversion. Holders of shares of Series A Preferred Stock shall
have the right to convert all or a portion of such shares (including fractions
of such shares) into shares of Common Stock, as follows:

      8.1   Right to Convert. Subject to and upon compliance with the
provisions of this Section 8, a holder of shares of Series A Preferred Stock
shall have the right, at such holder's option, at any time to convert any of
such shares (or fractions thereof) into shares of Common Stock at the rate of
ten (10) shares of Common Stock for each share of Series A Preferred Stock, and
by surrender of such shares of Series A Preferred Stock, such surrender to be
made in the manner provided in Subsection 8.3 hereof.
No fractional shares or securities representing fractional shares of Common
Stock will be issued  upon conversion,  and instead such amounts as would have
been paid in fractional shares will be paid in cash as provided in Subsection
8.4 hereof.

      8.2   Mechanics of Conversion. (a) In order to exercise the conversion
right pursuant to Subsection 8.1 above, the holder of each share of Series A
Preferred Stock (or fraction thereof) to be converted shall surrender the
certificate representing such share, duly endorsed or assigned to the Company
or in blank, at the office of the Company, accompanied by written notice to the
Company that the holder thereof elects to convert Series A Preferred Stock or a
specified portion thereof. Unless the shares issuable on conversion are to be
issued in the same name as the name in which such share of Series A Preferred
Stock is registered, each share surrendered for conversion  shall be
accompanied by instruments of transfer, in form satisfactory to the Company,
duly executed by the holder or such holder's duly authorized attorney and an
amount sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Company demonstrating that such taxes have been paid or
are not required to be paid).

      (b)   Holders of shares of Series A Preferred Stock at the close of
business on a Dividend Payment Record Date shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
(except that holders of shares called for redemption on a redemption date
falling between the close of business on such Dividend Payment Record Date and
the opening of business on the corresponding Dividend Payment Date shall, in
lieu of receiving such dividend on the Dividend Payment Date fixed therefor,
receive such dividend payment together with all other accrued and unpaid
dividends on the date fixed for redemption, unless such holder converts such
shares called for redemption pursuant to the provisions of this Section 8)
notwithstanding the conversion thereof following such Dividend Payment Record
Date and prior to such Dividend Payment Date. However, shares of Series A
Preferred Stock surrendered for conversion during the period between the close
of business on any Dividend Payment Record Date and the opening of


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business on the corresponding Dividend Payment Date (except shares called for
redemption or exchange on a redemption date or exchange date during such
period) must be accompanied by payment of an amount equal to the dividend
payment with respect to such shares of Series A Preferred Stock presented for
conversion on such Dividend Payment Date. A holder of shares of Series A
Preferred Stock on a Dividend Payment Record Date who (or whose transferee)
tenders any such shares for conversion into shares of Common Stock on the
corresponding Dividend Payment Date will receive the dividend payable by the
Company on such shares of Series A Preferred Stock on such date and the
converting holder need not include payment in the amount of such dividend upon
surrender of shares of Series A Preferred Stock for conversion on the Dividend
Payment Date. Except as provided above, the Company shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on converted shares
or for dividends on the shares of Common Stock issued upon such conversion.

     (c)  Within five (5) days after the surrender of certificates for shares
of Series A Preferred Stock as aforesaid, the Company shall issue and shall
deliver at such office to such holder, or on such holder's written order, a
certificate or certificates for the number of shares of Common Stock issuable
upon the conversion of such shares in accordance with the provisions of this
Section 8, and any fractional interest in respect of a share of Common Stock
arising upon such conversion shall be settled as provided in Subsection 8.4
hereof.

     (d)  Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for shares
of Series A Preferred Stock shall have been surrendered and such notice received
by the Company as aforesaid, and the person or persons in whose name or names
any certificate or certificates 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 represented thereby at such time on such date, and such
conversion shall be at the Conversion Price in effect at such time on such date,
unless the stock transfer books of the Company shall be closed on that date, in
which event such person or persons shall be deemed to have become such holder or
holders of record at the close of business on the next succeeding day on which
such stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such shares shall have been
surrendered and such notice received by the Company. All shares of Common Stock
delivered upon conversion of the Series A Preferred Stock will upon delivery be
duly and validly issued and fully paid and nonassessable.

     8.3  Payment of Fractional Interests. Instead of any fractional interest
in a share of Common Stock which would otherwise be deliverable upon the
conversion of a share of Series A Preferred Stock (or fraction thereof), the
Company shall pay to the holder of such share an amount in cash equal to $1.53
multiplied by the fraction of a share of Common Stock represented by such
fractional interest. If more than one share shall be surrendered for conversion
at one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the
aggregate number of shares of Series A Preferred Stock so surrendered.

     8.4  Adjustments to Conversion Price for Diluting Issues.





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     (a)  Special Definitions. For purposes of this Subsection 8.4, the
following definitions shall apply:

          "Additional Shares of Common Stock" shall mean all shares of Common
          Stock issued (or, pursuant to Subsection 8.4(c), deemed to be issued)
          by the Company after the Original Issue Date other than shares of
          Common Stock issued or issuable at any time:

               (i)   upon conversion of shares of Series A Preferred Stock; or

               (ii)  in an aggregate amount of up to 2,000,000 shares (which
                     number shall be proportionately adjusted in the case of
                     recapitalizations, stock splits, stock dividends or
                     combinations of shares) of Common Stock upon exercise of
                     options therefor to officers, directors or employees of, or
                     consultants to, the Company pursuant to a stock option plan
                     or other employee stock incentive program approved by the
                     Board of Directors; or

               (iii) as a dividend or distribution on the Series A Preferred
                     Stock; or

               (iv)  by way of dividend or other distribution on shares of
                     Common Stock excluded from the definition of Additional
                     Shares of Common Stock by the foregoing clauses (i), (ii)
                     or (iii) or this clause (iv).

          "Convertible Securities" shall mean any evidences of indebtedness,
shares (other than Common Stock, or other securities directly or indirectly
convertible into or exchangeable for Common Stock.

          "Option" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire either Common Stock or Convertible Securities.

     (b)  No Adjustment of Conversion Price. No adjustment in the number of
shares of Common Stock into which the Series A Preferred Stock is convertible
shall be made, by adjustment in the Conversion Price of Series A Preferred
Stock in respect of the issuance of Additional Shares of Common Stock or
otherwise, unless the consideration per share for an Additional Share of
Common Stock issued or deemed to be issued by the corporation is less than the
greater of (a) the book value of the Common Stock in effect on the date of, and
immediately prior to, the issue of such Additional Shares of Common stock, (b)
the fair market value as determined by the Board of Directors in good faith, or
(c) the last reported sale price of the Common Stock as reported on any
securities exchange or on Nasdaq National Market System, Nasdaq Small Cap
Market, or in the National over-the-counter market (the "minimum value").

     (c)  Issue of Securities Deemed Issue of Additional Shares of Common Stock.


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          (i)  Options and Convertible Securities. In the event the Company at
               any time or from time to time after the Original Issue Date
               shall issue any Options or Convertible Securities or shall fix a
               record date for the determination of holders of any class of
               securities entitled to receive any such Options or Convertible
               Securities, then the maximum number of shares (as set forth in
               the instrument relating thereto without regard to any provisions
               contained therein for a subsequent adjustment of such number) of
               Common Stock issuable upon the exercise of such Options or, in
               the case of Convertible Securities and Options therefor, the
               conversion or exchange of such Convertible Securities, shall be
               deemed to be Additional Shares of Common Stock issued as of the
               time of such issue or, in case such a record date shall have
               been fixed, as of the close of business on such record date,
               provided that Additional Shares of Common stock shall not be
               deemed to have been issued unless the consideration per share
               (determined pursuant to Subsection 8.5(e) hereof), of such
               Additional Shares of Common stock would be less than the minimum
               value per share:

               (A)  no further adjustment in the Conversion Price shall be made
                    upon the subsequent issue of Convertible Securities or
                    shares of Common stock upon the exercise of such Options or
                    conversion or exchange of such Convertible Securities;

               (B)  if such Options or Convertible Securities by their terms
                    provide, with the passage of time or otherwise, for any
                    increase or decrease in the consideration payable to the
                    corporation, or increase or decrease in the number of
                    shares of Common Stock issuable, upon the exercise,
                    conversion or exchange thereof, the Conversion Price
                    computed upon the original issue thereof (or upon the
                    occurrence of a record date with respect thereto), and any
                    subsequent adjustments based thereon, shall, upon any such
                    increase or decrease becoming effective, be recomputed to
                    reflect such increase or decrease insofar as it affects
                    such Options or the rights of conversion or exchange under
                    such Convertible Securities;

               (C)  no readjustment pursuant to clause (A) or (B) above shall
                    have the effect of increasing the Conversion Price to an
                    amount which exceeds the lower of (1) the Conversion Price
                    on the original adjustment date, or (ii) the Conversion
                    Price that would have resulted from any issuance of
                    Additional Shares of Common Stock between the original
                    adjustment date and such readjustment date;

          (ii) Stock Dividends, Stock Distributions and Subdivisions. In the
               event the Company at any time or from time to time after the
               Original Issue Date shall declare or pay any dividend or make
               any other distribution on the Common Stock payable in Common
               Stock, or effect a subdivision of the outstanding



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               shares of Common Stock (by reclassification or otherwise than by
               payment of a dividend in Common Stock), then and in any such
               event, Additional Shares of Common Stock shall be deemed to have
               been issued:

               (A)  in the case of any such dividend or distribution,
                    immediately after the close of business on the record date
                    for the determination of holders of any class of securities
                    entitled to receive such dividend or distribution, or

               (B)  in the case of any such subdivision, at the close of
                    business on the date immediately prior to the date upon
                    which such corporate action becomes effective.

          If such record date shall have been fixed and such dividend shall not
          have been fully paid on the date fixed therefor, the adjustment
          previously made in the Conversion Price which became effective on such
          record date shall be canceled as of the close of business on such
          record date, and thereafter the Conversion Price shall be adjusted
          pursuant to this Subsection 8.5(c)(ii) as of the time of actual
          payment of such dividend.

     (d)  Adjustment of Conversion Price Upon Issuance of Additional Shares of
Common Stock. In the event the Company shall issue or shall be deemed to issue
Additional Shares of Common Stock (including Additional Shares of Common Stock
deemed to be issued pursuant to Subsection 8.4(c), but excluding Additional
Shares of Common Stock issued pursuant to Subsection 8.4(c)(ii), which event is
dealt with in Subsection 8.4(f) hereof) without consideration or for a
consideration per share less than the minimum value per share on the date of and
immediately prior to such issue, then and in such issue, such Conversion Price
shall be reduced, concurrently with such issue in order to increase the number
of shares of Common Stock into which the Convertible Preferred Stock is
convertible, to a price determined by multiplying such Conversion Price by a
fraction (x) the numerator of which shall be (1) the number of shares of Common
Stock outstanding immediately prior to such issue (including shares of Common
Stock issuable upon conversion of any outstanding Series A Preferred Stock or
Convertible Securities or upon exercise of any outstanding Options), plus (2)
the number of shares of Common Stock which the aggregate consideration received
by the Company for the total number of Additional Shares of Common Stock so
issued would purchase at the lesser of (a) the minimum value, or (b) such
Conversion Price, and (y) the denominator of which shall be (1) the number of
shares of Common Stock outstanding immediately prior to such issue (including
shares of Common Stock issuable upon conversion of any outstanding Preferred
Stock or Convertible Securities or upon exercise of any outstanding Options),
plus (2) the number of such Additional Shares of Common Stock so issued.

     (e)  Determination of Consideration. For purposes of this Subsection 8.4,
the consideration received by the corporation for the issue of any Additional
Shares of Common Stock shall be computed as follows:

          (i)  Cash and Property: Such consideration shall:

                                       11
<PAGE>   12
               (A)  insofar as it consists of cash, be computed at the aggregate
                    amount of cash received by the Company excluding amounts
                    paid or payable for accrued interest or accrued dividends;

               (B)  insofar as it consists of property other than cash, be
                    computed at the fair value thereof at the time of such
                    issue, as determined in good faith by the Board of
                    Directors; and

               (C)  in the event Additional Shares of Common Stock are issued
                    together with other shares or securities or other assets of
                    the Company for consideration which covers both, be the
                    proportion of such consideration so received, computed as
                    provided in clauses (A) and (B) above, as determined in good
                    faith by the Board of Directors.

          (ii) Options and Convertible Securities. The consideration per share
               received by the Company for Additional Shares of Common Stock
               deemed to have been issued pursuant to Subsection 8.4(c)(i),
               relating to Options and Convertible Securities, shall be
               determined by dividing (x) the total amount, if any, received or
               receivable by the Company as consideration for the issue of such
               Options or Convertible Securities, plus the minimum aggregate
               amount of additional consideration (as set forth in the
               instruments relating thereto, without regard to any provision
               contained therein for a subsequent adjustment of such
               consideration) payable to the Company upon the exercise of such
               Options or the conversion or exchange of such Convertible
               Securities, or in the case of Options for Convertible Securities,
               the exercise of such Options or the conversion or exchange of
               such Convertible Securities, or in the case of Options for
               Convertible Securities, the exercise of such Options for
               Convertible Securities and the conversion or exchange of such
               Convertible Securities, by (y) the maximum number of shares of
               Common Stock (as set forth in the instruments relating thereto,
               without regard to any provision contained therein for a
               subsequent adjustment of such number) issuable upon the exercise
               of such Options or the conversion or exchange of such Convertible
               Securities.

     (f)  Adjustment for Dividends, Distributions, Subdivisions, Combinations
or Consolidation of Common Stock.

          (i)  Stock Dividends, Distributions or Subdivisions. In the event the
               Company shall issue Additional Shares of Common Stock pursuant to
               Subsection 8.4(c)(ii) in a stock dividend, stock distribution or
               subdivision, the Conversion Price in effect immediately prior to
               such stock dividend, stock distribution or subdivision shall,
               concurrently with the effectiveness of such stock dividend, stock
               distribution or subdivision, be proportionately decreased.




                                       12
<PAGE>   13
          (ii) Combinations or Consolidations. In the event the outstanding
               shares of Common Stock shall be combined or consolidated, by
               reclassification or otherwise, into a lesser number of shares of
               Common Stock, the Conversion Price in effect immediately prior to
               such combination or consolidation shall, concurrently with the
               effectiveness of such combination or consolidation, be
               proportionately increased.

     (g)  Adjustment for Merger or Reorganization, etc. (i) In case of any
recapitalization, reorganization, reclassification, consolidation, merger or the
conveyance of all or substantially all of the assets of the Company pursuant to
which the holders of Common Stock are entitled to receive (either directly or on
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock (an "Organic Change"), each of the holders of Series A
Preferred Stock shall thereafter have the right to acquire and receive, in lieu
of or in addition to (as the case may be) the shares of Common Stock acquirable
and receivable upon conversion of such holder's Series A Preferred Stock, such
shares of stock, securities or assets as such holder would have received if such
holder had converted its Series A Preferred Stock immediately prior to such
Organic Change. In each such case, the Company shall also make appropriate
provisions to insure that each share of Series A Preferred Stock shall
thereafter be convertible into the number of shares of stock or other securities
or property to which a holder of the number of shares of Common Stock of the
Company deliverable upon conversion of such Series A Preferred Stock would have
been entitled upon such consolidation, merger or conveyance and that appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interest thereafter of the holders of the Series A Preferred Stock, to the end
that the provisions set forth herein (including provisions with respect to
changes in and other adjustments of the Conversion Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the conversion of the Series A
Preferred Stock. The Company shall not effect any such Organic Change unless
prior to the consummation thereof, the successor entity (if other than the
Company) assumes by written instrument the obligations set forth herein.

     (ii) For purposes of this Subsection 8.4(g), any amounts of cash or other
          consideration payable to any stockholder of the Company in connection
          with any such Organic Change, such as, by way of example only, any
          employment contracts, consulting contracts or noncompete payments
          which result in payments to such stockholder in excess of 150% of his
          or her current compensation, shall be deemed a part of the total
          consideration payable in connection with such Organic Change.

     8.5  No Impairment. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, 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 Company but will at
all times in good faith assist in the carrying out of all the provisions of
this Section B 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.

                                       13
<PAGE>   14
      8.6   Certificate as to Adjustments. Whenever the Conversion Price is
adjusted as herein provided, the Company shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price,
the facts requiring such adjustment and upon which such adjustments are based
and the date on which such adjustment becomes effective and shall mail such
notice of such adjustment of the Conversion Price to the holder of each share
of Series A Preferred Stock at such holder's last address as shown on the stock
records of the Company.

      8.7   Deferral of Issuance of Additional Shares. In any case in which
Subsection 8.4 provides that an adjustment shall become effective immediately
after a record date for an event and the date fixed for conversion pursuant to
Section 8 occurs after such record date but before the occurrence of such event,
the Company may defer until the actual occurrence of such event (a) issuing to
the holder of any share of Series A Preferred Stock surrendered for conversion
the additional shares of Common Stock issuable upon such conversion by reason
of the adjustment required by such event over and above the Common Stock
issuable upon such conversion before giving effect to such adjustment and (b)
paying to such holder any amount in cash in lieu of any fraction pursuant to
Subsection 8.4 hereof.

      8.8   Computation of Outstanding Common Stock. For purposes of this
Section 8, the number of shares of Common Stock at any time outstanding shall
not include any shares of Common Stock then owned or held by or for the account
of the Company or any corporation controlled by the Company.

      8.9   Multiple Adjustments in a Single Transaction. Notwithstanding any
other provision herein to the contrary, the issuance of any shares of Common
Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any such plan shall not be
deemed to constitute an issuance of Common Stock. There shall be no adjustment
of the Conversion Price in case of the issuance of any stock of the Company in
a reorganization, acquisition or other similar transaction except as
specifically set forth in this Section 8. If any action or transaction would
require adjustment of the Conversion Price pursuant to more than one Section of
this Section 8, only one adjustment shall be made and such adjustment shall be
the amount of adjustment which has the highest absolute value.

      8.10  Further Adjustment by the Board of Directors. In case the Company
shall take any action affecting the Common Stock, other than action described
in this Section 8, which in the opinion of the Board of Directors would
materially and adversely affect the conversion rights of the holders of the
shares of Series A Preferred Stock, the Conversion Price for the Series A
Preferred Stock may be adjusted lower, to the extent permitted by law, in such
manner, if any, and at such time, as the Board of Directors may determine to be
equitable in the circumstances.

      8.11  Payment of Documentary Stamp and Transfer Taxes. The Company will
pay any and all documentary stamp or similar issue or transfer taxes payable in
respect of the issue or delivery of the shares of Series A Preferred Stock (or
any other securities issued on account of the Series A Preferred Stock pursuant
hereto) or shares of Common Stock on conversion of the Series A Preferred Stock
pursuant hereto; provided, however, that the Company shall not be required to
pay any tax



                                       14
<PAGE>   15
which may be payable in respect of any transfer involved in the issue or
delivery of shares of Series A Preferred Stock (or any other securities issued
on account of the Series A Preferred Stock pursuant hereto) or shares of Common
Stock in a name other than the name in which the shares of Series A Preferred
Stock with respect to which such Common Stock shares are issued were registered
and the Company shall not be required to make any issue or delivery unless and
until the person requesting such issue or delivery has paid to the Company the
amount of any such tax or has established, to the reasonable satisfaction of
the Company, that such tax has been paid or is not required to be paid.

     8.12 Reservation of Common Stock. The Company shall reserve and keep
available out of its authorized but unissued Common Stock such number of shares
of Common Stock as shall from time to time be sufficient to effect conversion
of the Convertible Preferred Stock.

     9.   RANKING. Any class or classes of stock of the Company shall be deemed
          to rank:

     (a)  prior to the Series A Preferred Stock, as to dividends or as to the
          distribution of assets upon liquidation, dissolution or winding up, if
          the holders of such class shall be entitled to the receipt of
          dividends or of amounts distributable upon liquidation, dissolution or
          winding up, as the case may be, in preference or priority to the
          holders of Series A Preferred Stock;

     (b)  on a parity with the Series A Preferred Stock, as to dividends or as
          to the distribution of assets upon liquidation, dissolution or winding
          up, whether or not the dividend rates, dividend payment dates or
          redemption or liquidation prices per share thereof be different from
          those of the Series A Preferred Stock, if the holders of such class of
          stock and the Series A Preferred Stock shall be entitled to the
          receipt of dividends or of amounts distributable upon liquidation,
          dissolution or winding up, as the case may be, in proportion to their
          respective amounts of accrued and unpaid dividends per share or
          liquidation prices, without preference or priority of one over the
          other; and

     (c)  junior to the Series A Preferred Stock, as to dividends or as to the
          distribution of assets upon liquidation, dissolution or winding up, if
          such stock shall be Common Stock or if the holders of Series A
          Preferred Stock shall be entitled to receipt of dividends or of
          amounts distributable upon liquidation, dissolution or winding up, as
          the case may be, in preference or priority to the holders of shares of
          such stock.

     10.  VOTING.

     10.1 Voting Rights with Common Stock. The holders of Series A Preferred
Stock shall be entitled to notice of any stockholders' meeting in accordance
with the By-Laws of the Company, and shall be entitled to ten (10) votes for
each share of Series A Preferred Stock on all matters submitted to the
stockholders for approval. With respect to matters affecting only the Series A
Preferred Stock, each outstanding share of Preferred Stock will be entitled to
one vote. In either case described in this Section 10, shares held by the
Company or any entity controlled by the Company shall be excluded and shall
have no voting rights.


                                       15

<PAGE>   16
     11.  Events of Default.

     11.1 Events of Default Defined. Each of the events specified in the
following Subsections 11.1(a) through (f) shall, upon written notice of default
from holders of a majority of the outstanding shares of Series A Preferred
Stock, be an Event of Default, provided that an Event of Default may be waived
in writing by such holders.

          (a)  the Company shall breach or default in the performance of or
               compliance with, any representation or warranty, covenant,
               agreement, condition or term contained in this Certificate of
               Designations, including the payment of any dividend or redemption
               amount hereunder, and such default shall not have been remedied
               within thirty (30) days after written notice thereof shall have
               been given to the Company; or

          (b)  the Company shall default in the payment when due of any
               principal or interest on any material debt instrument or shall
               default under or fail to perform or observe any material terms,
               covenant or agreement contained in, any agreement, document or
               instrument to which it is a party or to which it or its assets
               are bound, including any obligation for borrowed money or for the
               purchase price of property, and such default or failure to
               perform shall continue and remain unwaived by the obligee for
               more than 30 days or any shorter or longer applicable period of
               grace therein specified, except where the Company is in good
               faith and through appropriate proceedings contesting such default
               or failure to perform; or

          (c)  the Company or any operating subsidiary shall make an assignment
               for the benefit of creditors, or shall admit in writing its
               inability to pay its debts as they become due, or an order for
               relief is entered against the Company or such operating
               subsidiary under any bankruptcy laws or the Company or any such
               operating subsidiary shall file any petition or answer seeking
               for itself any reorganization, arrangement, composition,
               readjustment, dissolution or similar relief under any present or
               future statute, law or regulation, or shall file an answer
               admitting the material allegations of a petition filed against
               the Company or such operating subsidiary in any such proceeding,
               or shall seek of consent to or acquiesce in the appointment of
               any trustee, receiver or liquidator of the Company or such
               operating subsidiary, or the Company or its board of directors or
               its stockholders shall take any action looking to the dissolution
               or liquidation of the Company or such operating subsidiary and
               such has not been remedied within 30 days after written notice
               thereof shall have been given to the Company; or

          (d)  within 60 days after the commencement of any proceeding against
               the Company or such operating subsidiary seeking any
               reorganization, arrangement, composition, readjustment,
               liquidation, dissolution or similar relief under any present or
               future statute, law or regulation, such proceeding



                                       16
<PAGE>   17

               shall not have been dismissed or, within 60 days after the
               appointment without the consent or acquiescence of the Company
               of any trustee, receiver or liquidator of the Company or such
               operating subsidiary of all or any substantial part of the
               properties of the Company or such operating subsidiary, such
               appointment shall not have been vacated; or

          (e)  a final judgment which, together with other outstanding final
               judgments against the Company, exceeds an aggregate of $250,000,
               shall be rendered against the Company and within 90 days after
               entry thereof, such judgment shall not have been discharged or
               execution thereof stayed pending appeal or, within 60 days after
               the expiration of any such stay, such judgment shall not have
               been discharged; or

          (f)  the Company fails to make any redemption payment with respect to
               the Series A Preferred Stock which it is obligated to make
               hereunder, whether or not such payment is then legally
               permissible or is prohibited by any agreement to which the
               Company is subject.

     11.2 Other Remedies. The holders of a majority of the Series A Preferred
Stock outstanding at the time of any Event of Default may proceed to protect
and enforce the rights of said holders by a suit in equity, action at law or
other appropriate proceeding, including but not limited to the enforcement of
any rights under any of the other documents executed and delivered in
connection herewith, for the specific performance of any agreement contained
herein or in any other documents executed and delivered in connection herewith,
or for any injunction against a violation of any of the terms or provisions
hereof or thereof or in aid of the exercise of any power granted hereby or
thereby or by law. The Company will pay to the holders thereof such further
amount as shall be sufficient to cover the cost and expense of any action
instituted by the holders upon such Event of Default, including (without
limitation) reasonable attorneys fees. If the holders shall give any notice or
take any action in respect of a claimed default, the Company will forthwith
give written notice thereof to all other such holders at the time outstanding,
describing the notices or action and the nature of the claimed default. No
course of dealing and no delay on the part of any holders in exercising any
right shall operate as a waiver thereof or otherwise prejudice such holders'
rights. No remedy conferred hereby or by any of the other documents executed
and delivered in connection herewith shall be exclusive of any other remedy
referred to herein or therein or now or hereafter available at law, in equity,
by statute or otherwise.

     12.  Covenants. In addition to any other rights provided by law or
agreement so long as any shares of the Series A Preferred Stock remain shall be
outstanding, without first obtaining the affirmative vote or written consent of
the holders of not less than 50% of the shares of Series A Preferred Stock then
outstanding (as adjusted for all subdivisions and combinations), the Company
shall not:

          (a)  pay or declare any dividend or distribution on any shares of
               Common stock or apply any of its assets to the redemption,
               retirement, purchase or other



                                       17

<PAGE>   18
          acquisition directly or indirectly, through subsidiaries or
          otherwise, of any shares of Common Stock;

     (b)  issue or sell any shares of its capital stock, or any rights or
          options to acquire any shares of its capital stock, other than
          (i) issuances of Common Stock upon conversion of the Series A
          Preferred Stock, (ii) issuances of Common Stock or Series A Preferred
          Stock in the form of dividends payable on shares of outstanding Common
          Stock or Series A Preferred Stock, respectively, and (iii) issuances
          of up to 2,000,000 shares (which number shall be proportionately
          adjusted in the case of recapitalizations, stock splits, stock
          dividends or combinations of shares) of Common Stock upon exercise of
          options therefor to officers, directors or employees of, or
          consultants to, the Company pursuant to a stock option plan or other
          employee stock incentive program approved by the Board of Directors;

     (c)  cause or permit, or agree or consent to cause or permit in the future
          (upon the happening of a contingency or otherwise) any of its
          property, whether now owned or hereafter acquired, to be subject to a
          lien or liens except:

          (i)   liens securing taxes, assessments or governmental charges or the
                claims or demands of materialmen, mechanics, carriers,
                warehousemen, landlords and other like persons, none of which
                are in default or delinquent;

          (ii)  liens incurred or deposits made in the ordinary course of
                business (A) in connection with workmen's compensation,
                unemployment insurance, social security and other like laws, or
                (B) to secure the performance of letters of credit, bids,
                tenders, sales contracts, leases, statutory obligations,
                surety, appeal and performance bonds and other similar
                obligations not incurred in connection with the borrowing of
                money, the obtaining of advances or the payment of the deferred
                purchase price of property;

          (iii) attachment, judgment and other similar liens arising in
                connection with any court proceedings, provided the execution
                or other enforcement of such liens is effectively stayed and
                the claims secured thereby are being actively contested in good
                faith and by appropriate proceedings;

          (iv)  reservations, exceptions, encroachments, easements, rights of
                way, covenants, conditions, restrictions, leases and other
                similar title exception or encumbrances affecting real property
                provided they do not in the aggregate materially detract from
                the value of said properties or materially interfere with their
                use in the ordinary conduct of the Corporation's business; and


                                       18



<PAGE>   19
     (v)  liens arising out of debt authorized by the requisite vote of the
          Board of Directors.

(d)  amend or repeal any provision of, or add any provision to, the
     Corporation's Articles of Incorporation or Bylaws if such action would
     alter or change the preferences, rights, privileges or powers of, or the
     restrictions provided for the benefit of, the Series A Preferred Stock;

(e)  change the general character of its business as constituted as of the
     Original Issue Date;

(f)  except as otherwise provided herein, apply any of its assets to redeem,
     retire, purchase or otherwise acquire any capital stock of the Company;

(g)  enter into any material transaction, including, without limitation, the
     purchase, sale, lease, rental or exchange of property or the rendering of
     any service, with an affiliate, employee, officer, director or shareholder
     or engage in any transaction not in the normal course of business with any
     supplier, customer of any other person unless approved by the Board of
     Directors of the Company;

(h)  grant to any future purchaser of its securities any rights to register such
     securities under the Securities Act that are more favorable than those
     provided to the holders of the Series A Preferred Stock and will not grant
     any registration rights to any future purchaser of its securities unless
     such registration rights shall provide that (i) they are subject to the
     rights of the holders of the Series A Preferred Stock to the extent that if
     the managing underwriter of any offering which includes shares of Common
     Stock into which the Series A Preferred Stock is convertible determines
     that marketing factors require the limitation of the number of shares of
     such Common stock or other securities to be included in the offering, the
     securities of the Company held by such future purchasers of its securities
     shall be excluded from such registration to the extent required by such
     limitation before the exclusion of any shares of Common Stock into which
     the Series A Preferred Stock is convertible, and (ii) such securities as
     are excluded from registration shall not be offered to the public until at
     least 180 days following the completion of the offering of the securities
     included in the registration.

(i)  issue any of its equity securities for consideration other than cash, other
     than (i) issuances of Common Stock upon conversion of the Series A
     Preferred Stock, (ii) issuances of Common stock or Series A Preferred Stock
     in the form of dividends payable on shares of outstanding Common Stock or
     Series A Preferred Stock, respectively, (iii) issuances of up to 2,000,000
     shares (which number shall be proportionately adjusted in the case of
     recapitalizations, stock splits, stock dividends or combinations of shares)
     of


                                       19
<PAGE>   20
               Common Stock upon exercise of options therefor to officers,
               directors or employees of, or consultants to, the Company
               pursuant to a stock option plan or other employee stock incentive
               program approved by the Board of Directors, and (iv) acquisitions
               of other companies or assets related to the business of the
               Company;

          (j)  make or permit to remain outstanding any loan or advance to, or
               extend credit other than credit extended in the normal course of
               business to pay Person who is not an affiliate of the Company, or
               guarantee, endorse or otherwise be or become contingently liable,
               directly or indirectly, in connection with the obligations, stock
               or dividends of, or own, purchase or acquire any stock,
               obligations or securities of, or any other interest in, or make
               any capital contribution to, any Person, except that the Company
               or any subsidiary may:

               (i)   own, purchase or acquire (A) certificates of deposit of
                     commercial banks organized under the laws of the United
                     States (having a capital and surplus in excess of
                     $50,000,000) and (B) obligations of the United States
                     Government or any agency thereof, and obligations
                     guaranteed by the United States Government, in each case
                     due within one year from the date of purchase and payable
                     in the United States in United States dollars;

               (ii)  endorse negotiable instruments for collection or deposit in
                     the ordinary course of business; and

               (iii) permit to make and remain outstanding indebtedness
                     permitted by clause (d) of this Section 12.

     13.  Record Holder. The Company may deem and treat the record holder of
any shares of Series A Preferred Stock as the true and lawful owner thereof for
all purposes, and the Company shall not be affected by any notice to the
contrary.

     14.  Notice. Except as may otherwise be provided for herein, all notices
referred to herein shall be in writing, and all notices hereunder shall be
deemed to have been given upon receipt. In the case of a notice of conversion
given to the Company as contemplated in Subsection 8.2 hereof, or, in all other
cases, upon the earlier of receipt of such notice or three Business Days after
the mailing of such notice if sent by registered mail (unless first class mail
shall be specifically permitted for such notice under the terms of this
Certificate) with postage prepaid, addressed: if to the Company, to its offices
at 4685 MacArthur Court, Suite 300, Newport Beach, CA 92660, or such other
place as designated in a written notice to the holders of the Series A
Preferred Stock, or other agent of the Company designated as permitted by this
Certificate, or, if to any holder of the Series A Preferred Stock, to such
holder at the address of such holder of the Series A Preferred Stock as listed
in the stock record books of the Company; or to such other address as the
Company or holder, as the case may be, shall have designated by notice
similarly given.



                                       20
<PAGE>   21
     IN WITNESS WHEREOF, this Certificate has been executed on behalf of the
Company by the undersigned on the 5th day of April 1999.




                                        INTEGRATED COMMUNICATION
                                        NETWORK, INC.



                                        By: /s/ DAVID CHADWICK
                                           --------------------------------
                                                David Chadwick, President



/s/ [Signature Illegible]
--------------------------------
Secretary