EXHIBIT 3.3

                              ARTICLES OF AMENDMENT
                                       OF
                          ARTICLES OF INCORPORATION OF
                      PACIFIC AEROSPACE & ELECTRONICS, INC.


     Pursuant to RCW 23B.06.020, Pacific Aerospace & Electronics, Inc., a
Washington corporation, by its undersigned officer, hereby delivers the
following Articles of Amendment of Articles of Incorporation to the Secretary of
State for filing:

     1.   The name of the corporation is Pacific Aerospace & Electronics, Inc.

     2.   The text of the amendment setting forth the rights and preferences of
          the Series B Convertible Preferred Stock of the corporation is
          attached hereto as Exhibit A.

     3.   The amendment was duly adopted by the Board of Directors on May 13,
          1998, and shareholder action is not required.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment in an official and authorized capacity under penalty of perjury this
14th day of May, 1998.

                                       PACIFIC AEROSPACE & ELECTRONICS, INC.


                                       By /s/ SHERYL A. SYMONDS
                                          --------------------------------------
                                          Sheryl A. Symonds
                                          Its Vice President, Administration

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                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                      PACIFIC AEROSPACE & ELECTRONICS, INC.


1.   Designation. The Series B Convertible Preferred Stock of Pacific Aerospace
     & Electronics, Inc. (the "Corporation") shall consist of 200,000 shares,
     par value $0.001 per share, and shall be designated the "Series B
     Convertible Preferred Stock" (the "Series B Stock"). The Series B Stock
     shall have liquidation and dividend preferences on a parity with the
     Corporation's Series A Preferred Stock.

2.   Dividends. Dividends shall be declared and set aside, out of funds or
     assets of the Corporation legally available therefor, for any shares of
     Series B Stock only on resolution of the Board of Directors in its sole
     discretion; provided, however:

     (a)  no dividend may be declared or paid on shares of Common Stock if the
          net assets of the Corporation thereafter would be insufficient to make
          the liquidation payment described in Section 3(a) on all outstanding
          shares of Series B Stock;

     (b)  if the Board of Directors declares a dividend payable on the
          outstanding shares of Common Stock, other than a dividend payable in
          shares of Common Stock, the holders of Series B Stock shall be
          entitled to a dividend per share of Series B Stock that would be
          payable on the number of shares of Common Stock into which a share of
          Series B Stock could be converted (as of the record date for the
          determination of holders of Common Stock entitled to receive such
          dividend) pursuant to Section 5 hereof; and

     (c)  if the Board of Directors declares a dividend in respect of the
          outstanding Common Stock payable in shares of the Corporation's Common
          Stock, the number of shares of Common Stock to be received on the
          conversion of Series B Stock shall be adjusted as described in Section
          5(d)(i).

3.   Liquidation, Dissolution, or Winding Up.

     (a)  Treatment at Liquidation, Dissolution, or Winding Up.

          (i)  In the event of any liquidation, dissolution, or winding up of
               the Corporation, whether voluntary or involuntary, the holders of
               Series B Stock shall be entitled to be paid, before any sums are
               paid or any assets distributed among the holders of the shares of
               Common Stock or any junior series or class of preferred stock,
               out of the assets of the Corporation available for distribution
               to holders of the Corporation's capital stock, the sum of $100
               (plus any

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               declared but unpaid dividends) per share of Series B Stock (which
               amount shall be subject to proportionate adjustment on any stock
               split, combination, reclassification, or other similar event
               involving the Series B Stock) or, if greater, the amount the
               holders of the Series B Preferred Stock would be entitled to
               receive as if all of the Series B Preferred Stock were converted
               into Common Stock.

          (ii) If the assets of the Corporation are insufficient to permit
               payment in full to the holders of Series B Stock as provided in
               this subsection (a), then the entire assets of the Corporation
               available for such distribution shall be distributed ratably
               among the holders of Series B Stock and any other class or series
               of capital stock having parity with the Series B Stock in respect
               of such distributions according to the respective amounts that
               would be payable in respect of the shares held by them on such
               distribution if all amounts payable on or with respect to said
               shares were paid in full. After payment is made in full to the
               holders of Series B Stock, or funds needed for such payments
               shall have been set aside by the Corporation in trust for the
               account of holders of Series B Stock so as to be available for
               such payments, all remaining assets available for distribution to
               shareholders shall be distributed ratably solely among holders of
               shares of other shares of capital stock of the Corporation to the
               exclusion of the holders of shares of Series B Stock.

     (b)  Consolidations, Mergers, and Sales of Assets.

          (i)  At least 20 days before the consolidation or merger of the
               Corporation into or with another corporation, as a result of
               which the holders of more than 50% of the shares of Common Stock
               receive cash, securities of another entity, or other property in
               exchange for their shares, or a sale of all or substantially all
               of the assets of the Corporation, the Corporation shall notify
               the holders of Series B Stock thereof in writing, and the closing
               of such event shall be regarded as a liquidation, dissolution, or
               winding up of the affairs of the Corporation within the meaning
               of Section 3(a); provided, however, that for 20 days after the
               date of such notice, each holder of Series B Stock shall have the
               right, exercisable by written notice to the Corporation, to elect
               the benefits of Section 3(b)(ii) hereof in lieu of receiving
               payment in liquidation, dissolution, or winding up of the
               Corporation pursuant to this Section 3(b)(i).

          (ii) As part of any consolidation, merger, or sale of assets described
               in Section 3(b)(i), provision shall be made so that each holder
               of Series B Stock shall be entitled to elect to receive in such

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               transaction for or in respect of the Series B Stock held by such
               holder, the number of shares of stock or other securities or
               property to which such holder would have been entitled if such
               holder had converted its shares of Series B Stock immediately
               before the closing of such consolidation, merger, or sale of
               assets.

     (c)  Distribution Other Than Cash. If the distribution provided for in this
          Section 3 is to be paid 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 of the Corporation.

4.   Voting Rights.

     (a)  Series Voting Rights. So long as any shares of the Series B Stock
          remain outstanding, the Corporation shall not, without the affirmative
          vote or consent of the holders of at least two-thirds of the shares of
          the Series B Stock outstanding at the time, given in person or by
          proxy, either in writing or at a meeting in which the holders of the
          Series B Stock vote separately as a voting group: (i) authorize,
          create, or issue or increase the authorized or issued amount of, any
          class or series of stock ranking prior to the Series B Stock, with
          respect to the payment of dividends or the distribution of assets on
          liquidation, dissolution, or winding up; (ii) amend, alter, or repeal
          the rights and preferences of the Series B Stock or the Articles of
          Incorporation or the Bylaws of the Corporation so as to affect
          materially and adversely any right, preference, privilege or voting
          power of the Series B Stock, provided, however, that any creation and
          issuance of other series of preferred stock having liquidation and
          dividend preferences on a parity with or subordinate to the Series B
          Stock shall not be deemed to materially and adversely affect such
          rights, preferences, privileges or voting powers; (iii) effect any
          distribution with respect to any other class of the Corporation's
          capital stock of (1) shares of any class of its capital stock (other
          than a dividend or other distribution of Common Stock payable to the
          holders of Common Stock), (2) rights to purchase any class of its
          capital stock, or (3) other securities convertible into any class of
          its capital stock; or (iv) reclassify the Corporation's outstanding
          securities.

     (b)  No General Voting Rights. Except with respect to transactions on which
          the Series B Stock is entitled to vote separately as a voting group
          pursuant to Section 4(a) above, or as otherwise required by Washington
          law, the holders of shares of Series B Stock shall not be entitled to
          vote.

5.   Conversion. The holders of shares of Series B Stock shall have the
     following rights with respect to the conversion of shares of Series B Stock
     into shares of Common Stock ("Conversion Rights"):

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     (a)  Voluntary Conversion. Subject to Sections 5(a)(i), 5(e) and 6(b), any
          holder of Series B Stock may elect to convert all or any portion of
          his or her shares of Series B Stock (a "Voluntary Conversion") into a
          number of fully paid and nonassessable shares of Common Stock equal to
          the quotient that results when $100 is divided by the Conversion Price
          (as defined in Section 5(c)(iii)) then in effect for each share of
          Series B Stock so converted.

          (i)  Timing. Voluntary Conversions may be exercised at any time or
               from time to time beginning 90 days after the date that the
               Series B Stock is initially issued (the "Issuance Date").
               Notwithstanding the above, if any shares of Common Stock issuable
               upon conversion of Series B Stock are registered within such
               90-day period in connection with an underwritten public offering
               by the Company, then Voluntary Conversion as to such shares of
               Common Stock may be exercised when the registration statement for
               such offering is declared effective by the Securities and
               Exchange Commission (the "Commission").

          (ii) Exercise Procedure. A Voluntary Conversion may be exercised by
               giving, at any time during normal business hours at the office of
               the Corporation or at such other place as the Company may
               designate in writing to the holders of the Series B Stock,
               written notice of the holder's election to convert, in a form
               required by the Corporation (a "Conversion Notice"), accompanied
               (or if the Conversion Notice is delivered by verifiable facsimile
               transmission, followed within 48 hours thereafter) by delivery of
               (1) the certificates evidencing the shares of Series B Stock to
               be converted, (2) if so required by the Corporation, instruments
               of transfer, in form satisfactory to the Corporation, duly
               executed by the registered holder or its duly authorized
               attorney, and (3) transfer tax stamps or funds therefor, if
               required pursuant to Section 5(h). The Conversion Notice shall
               also state the name or names (with address or addresses) in which
               the certificate or certificates for shares of Common Stock
               issuable on such conversion shall be issued. The "Voluntary
               Conversion Date" shall be the date indicated in the Conversion
               Notice.

     (b)  Mandatory Conversion.

          (i)  Subject to Section 6(b), on the fifth anniversary of the Issuance
               Date (the "Mandatory Conversion Date"), each share of
               then-unconverted Series B Stock shall automatically convert (the
               "Mandatory Conversion") into a number of fully paid and
               nonassessable shares of Common Stock equal to the quotient of
               $100 divided by the Conversion Price in effect on the Mandatory

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               Conversion Date, without any action on the part of the holder,
               and whether or not the certificates representing such shares are
               surrendered to the Corporation or its transfer agent.

          (ii) Upon Mandatory Conversion, the holders of the Series B Stock
               shall surrender to the Corporation the certificates representing
               the then-unconverted shares of Series B Stock. The Corporation
               shall issue and deliver to each such holder within five trading
               days, in the name as shown on such surrendered certificate or
               certificates, a certificate or certificates for the number of
               shares of Common Stock into which the shares of Series B Stock
               surrendered were convertible on the Mandatory Conversion Date.
               However, the Corporation need not issue certificates evidencing
               the shares of Common Stock issuable on conversion of any shares
               of Series B Stock unless certificates evidencing such shares of
               Series B Stock are either delivered to the Corporation or the
               holder has notified the Corporation that such certificates have
               been lost, stolen, or destroyed and has executed an agreement
               satisfactory to the Corporation to indemnify the Corporation from
               any loss incurred by it in connection therewith.

     (c)  Conversion Price.

          (i)  The term "Average Share Price" shall mean the average of the
               three lowest closing bid prices for shares of Common Stock as (1)
               quoted on Nasdaq NMS, (2) otherwise quoted on the Nasdaq system,
               or (3) reported by the National Quotation Bureau, Inc. or quoted
               on the Electronic Bulletin or the "Pink Sheets", as the case may
               be, during the 22 consecutive trading days before the date of, as
               applicable, any Voluntary Conversion Date or the Mandatory
               Conversion Date.

          (ii) The term "Maximum Conversion Price" shall mean $7.20 per share.

          (iii) The term "Conversion Price" shall mean:

               (1)  the Maximum Conversion Price with respect to any conversion
                    of Series B Stock made on or before the 270th day following
                    the Issuance Date; or

               (2)  with respect to any conversion of Series B Stock made after
                    the 270th day following the Issuance Date, the lesser of (A)
                    the Maximum Conversion Price, or (B) the Average Share Price
                    as of the Conversion Date, (as defined in Section 5(m)).
                    However, no conversion at a Conversion Price

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                    below the Floor Price (as defined in Section 5(c)(iv)) shall
                    be allowed, except in compliance with Section 6(b)(i).

          (iv) The term "Floor Price" shall initially mean $5.67 per share.
               However, if any Common Stock issued upon conversion of Series B
               Stock is sold in connection with the exercise of piggyback
               registration rights under a Registration Rights Agreement between
               the holder of Series B Stock and the Corporation (an
               "Underwritten Offering"), then the Floor Price immediately after
               such sale shall be adjusted to an amount equal to:

               (A)  (1) the original purchase price of all Series B Stock, less
                    (2) the purchase price of the Series B Stock that was
                    converted into the Common Stock sold in such offering;
                    divided by

               (B)  (1) 3,000,000, less (2) the number of shares of Common Stock
                    issued upon conversion of Series B Stock and sold in the
                    Underwritten Offering.

     (d)  Adjustments of Conversion Price and Mandatory Conversion Threshold.

          (i)  Adjustments for Stock Splits, Stock Dividends, and Combinations.
               If the Corporation shall, at any time or from time to time after
               the Issuance Date, effect a stock split of the outstanding Common
               Stock or issue additional shares of Common Stock as a dividend or
               other distribution on outstanding Common Stock of the
               Corporation, the Maximum Conversion Price and the Floor Price in
               effect immediately before such stock split, dividend, or
               distribution shall be proportionately decreased. If the
               Corporation shall at any time or from time to time after the
               Issuance Date combine the outstanding shares of Common Stock,
               then the Maximum Conversion Price and the Floor Price in effect
               immediately before the combination shall be proportionately
               increased. Any adjustments under this Section 5(d)(i) shall be
               effective at the close of business on the date of such stock
               split, dividend, distribution, or combination.

          (ii) Adjustments for Reclassification, Exchange, or Substitution. If
               the Common Stock is changed into the same or a different number
               of shares of any class or classes of stock at any time or from
               time to time after the Issuance Date, whether by
               reclassification, exchange, substitution, or otherwise (other
               than by way of a stock split or combination of shares or stock
               dividend provided for in Section 5(d)(i), or a reorganization,
               merger, consolidation, or sale of assets provided for in Section
               5(d)(iii)), then, and in each event,

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               an appropriate revision , if any, to the Maximum Conversion Price
               and the Floor Price shall be made, and provisions shall be made
               (by adjustment of the Conversion Price or otherwise) so that the
               holder of each share of Series B Stock shall have the right
               thereafter to convert such share of Series B Stock into the kind
               and amount of shares of stock and other securities receivable on
               reclassification, exchange, substitution, or other change, by
               holders of the number of shares of Common Stock into which such
               share of Series B Stock might have been converted immediately
               before such reclassification, exchange, substitution, or other
               change, all subject to further adjustment as provided herein.

          (iii) Adjustments for Reorganization, Merger, Consolidation, or Sale
               of Assets. If at any time or from time to time after the Issuance
               Date there is a capital reorganization of the Corporation (other
               than by way of a stock split or combination of shares or stock
               dividends or distributions provided for in Section 5(d)(i), or a
               reclassification, exchange, or substitution of shares provided
               for in Section 5(d)(ii)), or a merger or consolidation of the
               Corporation with or into another corporation, or the sale of all
               or substantially all of the Corporation's properties or assets to
               any other person, then as a part of such reorganization, merger,
               consolidation, or sale, then an appropriate revision to the
               Maximum Conversion Price and the Floor Price shall be made, and
               provision shall be made (by adjustment of the Conversion Price or
               otherwise) so that the holder of each share of Series B Stock
               shall have the right thereafter to convert such share of Series B
               Stock into the kind and amount of shares of stock and other
               securities or property of the Corporation or any successor
               corporation resulting from such reorganization, merger,
               consolidation, or sale, to which a holder of Common Stock
               deliverable on conversion of such shares would have been entitled
               on such reorganization, merger, consolidation, or sale. In any
               such case, appropriate adjustment shall be made in the
               application of this Section 5(d)(iii) with respect to the rights
               of the holders of the Series B Stock after the reorganization,
               merger, consolidation, or sale to the end that the provisions of
               this Section 5(d)(iii) (including any adjustment in the
               applicable Conversion Price then in effect and the number of
               shares of stock or other securities deliverable on conversion of
               the Series B Stock) shall be applied after that event in as
               nearly an equivalent manner as may be practicable.

     (e)  Restriction on Number of Shares Converted. No holder of Series B Stock
          shall be entitled to convert voluntarily more than the number of
          shares of Series B Stock that, when converted, would result in such
          holder owning at any one time 9.9 percent or more of the total number
          of the outstanding shares of Common Stock.

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     (f)  No Impairment. The Corporation shall not, by amendment of its Articles
          of Incorporation or through any reorganization, transfer of assets,
          consolidation, merger, dissolution, issuance or sale of securities, or
          any other voluntary action, avoid or seek to avoid the observance or
          performance of any of the terms to be observed or performed hereunder
          by the Corporation, but will at all times in good faith assist in the
          performance of all the provisions of this Section 5 and in the taking
          of all such action needed to protect the Conversion Rights of the
          holders of the Series B Stock against impairment.

     (g)  Certificate as to Adjustments. On occurrence of each adjustment or
          readjustment of the Conversion Price or number of shares of Common
          Stock issuable on conversion of the Series B Stock pursuant to this
          Section 5, the Corporation at its expense shall promptly compute such
          adjustment or readjustment in accordance with the terms hereof. At the
          request of any holder of Series B Stock, the Corporation shall give
          such holder a certificate from the Corporation's independent auditors
          setting forth such adjustment and readjustment, showing in detail the
          facts on which such adjustment or readjustment is based, the
          applicable Conversion Price in effect at the time and the number of
          shares of Common Stock and the amount, if any, of other securities or
          property that at the time would be received on the conversion of a
          share of such Series B Stock. Notwithstanding the foregoing, the
          Corporation need not deliver a certificate unless such certificate
          would reflect an increase or decrease of at least one percent of such
          adjusted number of shares or amount since the last request from such
          holder.

     (h)  Issue Taxes. The Corporation shall pay any and all issue, stamp,
          documentary and other taxes, excluding federal, state, or local income
          taxes, that may be payable in respect of any issuance or delivery of
          shares of Common Stock on conversion of shares of Series B Stock
          pursuant hereto; provided, however that the Corporation need not pay
          any transfer taxes resulting from any transfer requested by any holder
          in connection with any such conversion.

     (i)  Fractional Shares. The Corporation shall not be required to issue
          fractional shares of Common Stock on conversion of the Series B Stock.
          In lieu of any fractional shares to which the holder would otherwise
          be entitled, the Corporation may at its option pay cash equal to the
          product of such fraction multiplied by the Conversion Price on the
          Conversion Date.

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     (j)  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 Series B Stock, the full number of shares deliverable on
          conversion of all the shares of Series B Stock from time to time
          outstanding.

     (k)  Regulatory Compliance. If any shares of Common Stock to be reserved
          for the purpose of conversion of Series B Stock require registration
          or listing with or approval of any governmental authority, stock
          exchange, or other regulatory body under any federal or state law or
          regulation or otherwise before such shares may be validly issued or
          delivered on conversion, the Corporation shall, at its sole cost and
          expense, in good faith and as expeditiously as possible, endeavor to
          secure such registration, listing, or approval, as the case may be.

     (l)  Late Fee. If, for any reason other than the failure of a holder of
          Series B Stock to comply with its obligations or any applicable
          restrictions hereunder, the Corporation neither converts shares of
          Series B Stock to Common Stock nor redeems them pursuant to Section
          6(b) within five trading days after receipt of a Conversion Notice in
          proper form and the related stock certificate and other items required
          by the Corporation for conversion from a holder of Series B Stock then
          entitled to convert such shares, the holder thereof shall be entitled
          to receive from the Corporation a payment equal to 2% of the
          liquidation preference of such shares for each month (or a ratable
          portion thereof for any fractional month) the conversion or redemption
          is delayed.

     (m)  Effective Date of Conversion. Conversion of Series B Stock shall be
          deemed to have been effected on the applicable Voluntary Conversion
          Date or Mandatory Conversion Date, and such date is referred to herein
          as the "Conversion Date." The converting holder shall be deemed to
          have become a stockholder of record on the applicable Conversion Date
          of the Common Stock into which the Series B Stock is converted.

6.   Redemption. Except as specifically described in this Section, the
     Corporation shall not be entitled to redeem or retire all or any part of
     the Series B Stock without the consent or affirmative vote of the holder of
     record of each share to be redeemed or retired.

     (a)  Voluntary Redemption. The Corporation may elect to redeem all or any
          portion of any unconverted Series B Stock at any time (the "Redeemable
          Shares") upon 20-days prior written notice to the holder thereof
          ("Voluntary Redemption Notice"). In such case, the holder of such
          stock shall have the right to either: (1) exercise its Conversion
          Rights against the stock to be redeemed, or (2) accept the redemption.
          The holder of such stock shall notify the Corporation in writing of
          its election within 15 days after receiving the Voluntary Redemption
          Notice. Failure to respond

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          on a timely basis to the Voluntary Redemption Notice within such time
          period shall be deemed an acceptance of such redemption.

     (b)  Mandatory Redemption and Shareholder Approval.

          (i)  When Required. If the average closing bid price (1) quoted on
               Nasdaq NMS, (2) otherwise quoted on the Nasdaq system, or (3)
               reported by the National Quotation Bureau, Inc. or quoted on the
               Electronic Bulletin or the "Pink Sheets", as the case may be, for
               the Common Stock remains below the Floor Price for any 30
               consecutive trading days occurring 90 days after the Issuance
               Date, and a Voluntary Conversion is properly requested or
               Mandatory Conversion is required, then the Corporation shall, at
               the Corporation's election, (A) redeem any Redeemable Shares in
               excess of the number of shares that would result in the issuance
               of 3,000,000 shares of Common Stock ("Mandatory Redemption"), or
               (B) obtain any shareholder approval necessary under its Nasdaq
               maintenance requirements to allow the Voluntary or Mandatory
               Conversion to occur.

          (ii) Redemption Period; Penalty. The Corporation shall complete any
               Mandatory Redemption or obtain any required shareholder approval,
               within 45 calendar days after the expiration of the relevant
               30-day trading period (the "Redemption Period"). If the
               Corporation fails to complete such Mandatory Redemption or to
               obtain any required shareholder approval within the Redemption
               Period, then the Corporation shall pay a cash penalty to the
               holders of such shares of 2% of the liquidation preference of
               such shares per month until the Mandatory Redemption occurs or
               the required shareholder approval is obtained.

     (c)  Redemption Price. The Corporation shall promptly pay to the redeeming
          holder $115 for each Redeemable Share (which amount shall be subject
          to proportionate adjustment on any stock split, combination,
          reclassification, or other similar event involving the Series B Stock)
          plus any declared but unpaid dividends (together, the "Redemption
          Price").

     (d)  Effective Date of Redemption. Redemption of Series B Stock shall be
          deemed to have been effected on the applicable Voluntary Redemption
          Date or Mandatory Redemption Date, and such date is referred to herein
          as the "Redemption Date." The redeeming holder shall cease to be a
          stockholder of record as to the Common Stock issued upon redemption of
          the Series B Stock on the applicable Redemption Date.

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     7.   Bank Restrictions. If any cash payment, including any penalty,
          otherwise payable in connection with the Series B Stock or with the
          Common Stock issued upon conversion of such stock, is subject to
          approval by the Corporation's senior secured lender (the "Lender"),
          then the Corporation shall use its best efforts to obtain such
          approval before the payment is due. If the Lender does not approve any
          payment within 20 days after it is due, then the Corporation shall
          issue a subordinated debenture, in a principal amount equal to, and in
          full satisfaction of, each such payment, to the holders of the Series
          B Stock or of the Common Shares issued upon conversion of the Series B
          Stock, as the case may be, on a pro rata basis. However, the issuance
          of subordinated debentures in lieu of any penalty payment shall not
          effect the accrual of future penalties which may also be required to
          be converted into subordinated debentures under this Section 7. All of
          these subordinated debentures shall be subordinated to the
          Corporation's debt to the Lender, shall bear interest at 12% per
          annum, and shall be payable in full as soon the Lender no longer
          prohibits payment of such subordinated debentures.

     8.   Notices. All notices and other communications hereunder shall be in
          writing and shall be deemed given if delivered personally or by
          verifiable facsimile, or three business days after being mailed by
          certified or registered mail, postage prepaid, return-receipt
          requested, addressed to the Corporation at its offices or to the
          holder of record at its address appearing on the books of the
          Corporation, as applicable.

     9.   Surrender and Replacement of Certificates. On conversion or redemption
          of only a portion of the number of shares of Series B Stock
          represented by a certificate surrendered for conversion or redemption,
          the Corporation shall issue and deliver to such holder, at the expense
          of the Corporation, a new certificate covering the number of shares of
          Series B Stock representing the unconverted and unredeemed portion of
          the certificate so surrendered.

     10.  No Preemptive Rights. Except as specifically provided herein, no
          holder of Series B Stock shall be entitled to subscribe for, purchase,
          or receive any part of any new or additional shares of any class,
          whether now or hereinafter authorized, or of bonds or debentures, or
          other evidences of indebtedness convertible into or exchangeable for
          shares of any class, but all such new or additional shares of any
          class or bond or debentures, or other evidences of indebtedness
          convertible into or exchangeable for shares, may be issued and
          disposed of by the Board of Directors on such terms and for such
          consideration (to the extent permitted by law), and to such person or
          persons as the Board of Directors in their absolute discretion may
          deem advisable.

     11.  Amendment; Waivers. Any provision of this Designation of Rights and
          Preferences may be amended or waived (i) by the holders of two-thirds
          of the Series B Stock at a meeting at which such amendment or waiver
          is presented and which is attended by a majority of the shares of the
          then-outstanding Series B Stock, in person or by proxy; or (ii) by the
          written consent of the holders of two-thirds of all outstanding shares
          of Series B Stock.

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