CERTIFICATE OF DESIGNATION
                                       OF
                        SERIES A CUMULATIVE PARTICIPATING
                                 PREFERRED STOCK
                                       OF
                           VALENTINE ACQUISITION CORP.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


          Valentine    Acquisition   Corp.,   a   Delaware    corporation   (the
"Corporation"),  hereby  certifies that the following  resolution was adopted by
the Board of Directors of the Corporation:

          RESOLVED,  that  pursuant to the  authority  expressly  granted to and
vested in the Board of Directors of the  Corporation  (the "Board of Directors")
by the provisions of the Certificate of  Incorporation  of the Corporation  (the
"Certificate of Incorporation"),  there is hereby created, out of the authorized
but unissued shares of the capital stock of the  Corporation,  such series to be
designated  Series A  Cumulative  Participating  Preferred  Stock (the "Series A
Preferred  Stock"),  to consist of 4,981,128  shares,  par value $.01 per share,
which series shall have the  following  powers,  designations,  preferences  and
relative,   participating,   optional  or  other   rights,   and  the  following
qualifications,  limitations  and  restrictions  (in  addition  to  any  powers,
designations, preferences and relative, participating, optional or other rights,
and  any  qualifications,   limitations  and  restrictions,  set  forth  in  the
Certificate  of  Incorporation  which are  applicable  to the Series A Preferred
Stock):

          Section 1. Certain Definitions. Unless the context otherwise requires,
the  terms  defined  in this  Section 1 shall  have,  for all  purposes  of this
resolution, the meanings herein specified.

          "Common  Stock" shall mean all shares now or hereafter  authorized  of
any  class  of  Common  Stock  of the  Corporation  and any  other  stock of the
Corporation,  howsoever  designated,  authorized  after the Initial  Issue Date,
which has the right  (subject  always to prior  rights of any class or series of
preferred  stock) to participate in the  distribution of the assets and earnings
of the Corporation without limit as to per share amount.

          "Current  Market  Price" of publicly  traded shares of Common Stock or
any other class of capital  stock or other  security of the  Corporation  or any
other  issuer  for any day  shall  mean the last  reported  sale  price for such
security on the principal exchange or quotation system on which such security is
listed or traded.  If the  security is not  admitted for trading on any national
securities  exchange or The Nasdaq  National  Market  System  ("NMS"),  "Current
Market Price" shall mean the average of the last reported  closing bid and asked
prices  reported by the NMS as furnished  by any member in good  standing of the
National Association of Securities Dealers,  Inc., selected from time to time by
the Corporation for that purpose or as quoted by the National  Quotation  Bureau
Incorporated.  In the event that no such  quotation is  available  for such day,
"Current  Market  Price" shall mean the average of the  quotations  for the last
five Trading Days for which a quotation is available  within the last 30 Trading
Days prior to such day. In the event that five such quotations are not available
within such  30-Trading Day period,  the Board of Directors shall be entitled to
determine  the Current  Market  Price on the basis of such  quotations  or other
means as it reasonably considers appropriate.

          "Dividend Payment Date" shall have the meaning set forth in subsection
2(a) below.

          "Dividend Period" shall have the meaning set forth in subsection 2(a).

          "Final Redemption Date" shall have the meaning set forth in subsection
4(d) below.

          "Initial  Issue  Date"  shall  mean the date  that  shares of Series A
Preferred Stock are first issued by the Corporation.

          "Junior Stock" shall mean, for purposes of Sections 2 and 8 below, the
Common  Stock and any other class or series of stock of the  Corporation  issued
after the Initial  Issue Date not entitled to receive any  dividends  unless all
dividends  required to have been paid or  declared  and set apart for payment on
the Series A Preferred  Stock shall have been so paid or declared  and set apart
for payment and, for purposes of Sections 3 and 8 below,  any class or series of
stock of the  Corporation  issued  after the Initial  Issue Date not entitled to
receive  any  assets  upon the  liquidation,  dissolution  or  winding up of the
affairs  of the  Corporation  until the  Series A  Preferred  Stock  shall  have
received  the  entire   amount  to  which  such  stock  is  entitled  upon  such
liquidation, dissolution or winding up.

          "Mandatory  Redemption  Date"  shall  have the  meaning  set  forth in
subsection 4(e) below.

          "Mandatory  Redemption  Price"  shall  have the  meaning  set forth in
subsection 4(e) below.

          "Parity  Stock"  shall mean any other  class or series of stock of the
Corporation issued after the Initial Issue Date entitled to receive, on a parity
with the Series A  Preferred  Stock,  payment of  dividends  or assets  upon the
liquidation, dissolution or winding up of the affairs of the Corporation.

          "Redemption Agent" shall have the meaning set forth in subsection 4(c)
below.

          "Redemption  Date" shall have the meaning set forth in subsection 4(a)
below.

          "Redemption  Notice"  shall have the meaning  set forth in  subsection
4(a) below.

          "Redemption  Price" shall mean the price to be paid upon redemption of
the Series A Preferred  Stock,  as determined in accordance with subsection 4(a)
below.

          "Senior  Stock"  shall  mean  any  class  or  series  of  stock of the
Corporation  issued after the Initial Issue Date ranking  senior to the Series A
Preferred  Stock in respect of either or both the right to receive  dividends or
the right to receive assets upon the  liquidation,  dissolution or winding up of
the affairs of the Corporation.

          "Subscription Price" shall mean $11.64.

          "Subsidiary"  shall  mean any  corporation  of which  shares  of stock
possessing at least a majority of the general voting power in electing the board
of directors are, at the time as of which any determination in being made, owned
by  the  Corporation,  whether  directly  or  indirectly  through  one  or  more
Subsidiaries.

          "Trading  Day" shall mean any day on which the  securities in question
are traded on the New York Stock Exchange  ("NYSE"),  or if such  securities are
not listed or  admitted  for  trading  on the NYSE,  on the  principal  national
securities  exchange on which such  securities  are listed or admitted or if not
listed or admitted for trading on any national securities exchange,  on the NMS,
or if such  securities  are not quoted  thereon,  in the  applicable  securities
market in which the securities are traded.

          Section 2. Dividends.

                  (a) Subject to the prior  preferences  and other rights of any
Senior  Stock,  the  holders of Series A  Preferred  Stock  shall be entitled to
receive, out of funds legally available for that purpose,  cash dividends at the
rate of four (4) percent of the  Subscription  Price per annum for each dividend
period ending on or prior to June 30, 2003 and at a rate of seven (7) percent of
the Subscription Price per annum thereafter.  Such dividends shall be cumulative
from the  Initial  Issue  Date and  shall be  payable  in  arrears,  when and as
declared  by the Board of  Directors,  on March 31,  June 30,  September  30 and
December 31 of each year (each such date being herein referred to as a "Dividend
Payment Date"),  commencing on September 30, 2000. The quarterly  period between
consecutive  Dividend  Payment  Dates  shall  hereinafter  be  referred  to as a
"Dividend  Period." Each such dividend shall be paid to the holders of record of
the Series A Preferred  Stock as their names appear on the share register of the
Corporation on the  corresponding  Record Date. As used above,  the term "Record
Date"  means,  with  respect  to the  dividend  payable  on March  31,  June 30,
September 30 and December 31,  respectively,  of each year, the preceding  March
15, June 15,  September 15 and December 15, or such other record date designated
by the Board of  Directors  of the  Corporation  with  respect  to the  dividend
payable  on such  respective  Dividend  Payment  Date.  Dividends  on account of
arrears for any past  Dividend  Periods  may be  declared  and paid at any time,
without  reference to any Dividend  Payment  Date,  to holders of record on such
date, not exceeding 50 days preceding the payment date thereof,  as may be fixed
by the Board of Directors.

                  (b) In the event that full cash dividends are not paid or made
available to the holders of all  outstanding  shares of Series A Preferred Stock
and of any Parity Stock,  and funds  available  shall be  insufficient to permit
payment in full in cash to all such holders of the preferential amounts to which
they  are then  entitled,  the  entire  amount  available  for  payment  of cash
dividends shall be distributed among the holders of the Series A Preferred Stock
and of any Parity Stock  ratably in  proportion to the full amount to which they
would otherwise be respectively  entitled, and any remainder not paid in cash to
the  holders of the Series A  Preferred  Stock  shall  cumulate  as  provided in
subsection 2(c) below.

                  (c) If, on any  Dividend  Payment  Date,  the  holders  of the
Series A Preferred Stock shall not have received the full dividends provided for
in the other  provisions of this Section 2, then such dividends  shall cumulate,
whether or not earned or declared,  with additional  dividends  thereon for each
succeeding full Dividend Period during which such dividends shall remain unpaid.
Unpaid  dividends for any period less than a full Dividend Period shall cumulate
on a day-to-day basis and shall be computed on the basis of a 30 day month.

                  (d) In the event any  dividends  are declared  with respect to
the  Common  Stock,  Junior  Stock  or  Parity  Stock  (each,  a  "Participation
Dividend"),  the holders of the Series A  Preferred  Stock as of the record date
established  by the Board of Directors for the  Participation  Dividend shall be
entitled to receive as additional  dividends (the  "Additional  Dividends"),  an
amount in cash of the  Corporation,  the  aggregate  amount of which shall equal
33-1/3% of the Participation  Dividend.  If such Participation  Dividend is in a
form  other than  cash,  the total  aggregate  Participation  Dividend  shall be
calculated  based  upon (i) the  Current  Market  Price of  Common  Stock on the
Trading  Day  immediately  preceding  the  record  date for  such  Participation
Dividend,  if such  Participation  Dividend  shall be in the form of  additional
shares of Common  Stock and the Common  Stock is traded or  listed,  or (ii) the
fair market  value of the Common  Stock,  if the Common Stock is not traded on a
national  securities  exchange  or  listed  on the  NMS,  or any  other  form of
dividend,  the value of which shall be  determined  by the Board of Directors in
good faith. Additional Dividends shall be allocated pro rata on a share-by-share
basis among the holders of the Series A Preferred  Stock as of the record  date.
The  Additional   Dividends  shall  be  payable  on  the  payment  date  of  the
Participation  Dividend  established by the Board of Directors (the  "Additional
Dividend Payment Date"). The record date for any such Additional Dividends shall
be the  record  date for the  applicable  Participation  Dividend,  and any such
Additional  Dividends shall be payable to the persons in whose name the Series A
Preferred Stock is registered at the close of business on the applicable  record
date.

                  (e)  Additional   Dividends  shall  begin  to  accrue  and  be
cumulative  on the  outstanding  shares of  Series A  Preferred  Stock  from the
Additional  Dividend  Payment  Date,  whether or not there shall be funds of the
Corporation  legally  available for the payment of such  dividends.  Accrued but
unpaid dividends shall not bear interest.

          Section 3. Distributions Upon Liquidation, Dissolution or Winding Up.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution  or other winding up of the affairs of the  Corporation,  subject to
the prior  preferences  and other  rights of any  Senior  Stock,  but before any
distribution  or  payment  shall be made to the  holders  of Junior  Stock,  the
holders  of the  Series  A  Preferred  Stock  shall be  entitled  to be paid the
Subscription  Price of all outstanding  shares of Series A Preferred Stock as of
the date of such  liquidation  or  dissolution or such other winding up, plus an
amount  equal to all  dividends  accrued but unpaid  thereon  together  with any
Additional  Dividends  due thereon (in each case whether or not declared) to and
including  the  date  of  final  distribution  to such  holders.  If,  upon  any
liquidation,  dissolution or other winding up of the affairs of the Corporation,
the net  assets  of the  Corporation  distributable  among  the  holders  of all
outstanding shares of the Series A Preferred Stock and of any Parity Stock shall
be  insufficient  to  permit  the  payment  in  full  to  such  holders  of  the
preferential  amounts to which they are entitled,  then the entire net assets of
the Corporation remaining after the distributions to holders of any Senior Stock
of the full amounts to which they may be entitled shall be distributed among the
holders  of the Series A  Preferred  Stock and of any  Parity  Stock  ratably in
proportion  to the full amounts to which they would  otherwise  be  respectively
entitled.  Neither the  consolidation  or merger of the Corporation into or with
another corporation or corporations, nor the sale of all or substantially all of
the assets of the Corporation to another  corporation or  corporations  shall be
deemed  a  liquidation,  dissolution  or  winding  up  of  the  affairs  of  the
Corporation within the meaning of this Section 3.

                  (b) If payment  pursuant to Section  3(a) shall have been made
in full to the holders of the Series A  Preferred  Stock,  and if payment  shall
have been made in full to the  holders of any Senior  Stock and Parity  Stock of
all amounts to which such holders shall be entitled,  the  remaining  assets and
funds of the  Corporation  (the  "Remaining  Funds") shall be distributed to the
holders of the Series A Preferred Stock and the holders of the Common Stock, (i)
25% of the total  aggregate  distribution  of  Remaining  Funds to the  Series A
Preferred  Stock to be  allocated  among the  holders of the Series A  Preferred
Stock pro rata on a  share-by-share  basis,  and (ii) 75% of the total aggregate
distribution of Remaining Funds to the holders of the Common Stock.

          Section 4. Redemption by the Corporation.

                  (a) At any time  after the fifth  anniversary  of the  Initial
Issue  Date,  the  Corporation  may,  upon sixty (60) days  written  notice (the
"Redemption Notice") to the holders of the Series A Preferred Stock, redeem all,
but not less  than all,  of the then  outstanding  shares of Series A  Preferred
Stock for cash in an amount per share equal to the Subscription  Price together,
in the case of any  such  redemption,  with any  accrued  but  unpaid  dividends
thereon and any Additional  Dividends due thereon (in each case,  whether or not
declared)  to and  including  the date  fixed for  redemption  (the  "Redemption
Date").

                  (b) Each  Redemption  Notice  shall be sent by or on behalf of
the Corporation,  by first class mail, postage prepaid, to the holders of record
of the shares to be redeemed at their respective  addresses as they shall appear
on the  records of the  Corporation,  not less than sixty (60) days prior to the
date fixed for  redemption  (i)  notifying  such  holders of the election of the
Corporation  to redeem such shares and of the date of  redemption,  (ii) stating
the place or places  at which the  shares  called  for  redemption  shall,  upon
presentation  and  surrender of the  certificates  evidencing  such  shares,  be
redeemed,  and the  Redemption  Price  therefor,  and (iii) stating the name and
address of any Redemption  Agent selected by the  Corporation in accordance with
subsection 4(c) below,  and the name and address of the  Corporation's  transfer
agent for the Series A Preferred  Stock. The Corporation may act as the transfer
agent for the Series A Preferred Stock.

                  (c) Prior to the date on which  there shall have been a public
distribution  of the Series A Preferred  Stock,  the  Corporation may act as the
redemption  agent  to  redeem  the  Series A  Preferred  Stock.  Thereafter  the
Corporation  shall appoint as its agent for such purpose a bank or trust company
in good  standing,  organized  under the laws of the United States of America or
any  jurisdiction  thereof,  and having capital,  surplus and undivided  profits
aggregating at least Fifty Million  Dollars  ($50,000,000),  and may appoint any
one or more  additional  such agents which shall in each case be a bank or trust
company  in good  standing  organized  under  the laws of the  United  States of
America or of any jurisdiction thereof,  having an office or offices in the City
of New  York,  or  such  other  place  as  shall  have  been  designated  by the
Corporation,  and having capital,  surplus and undivided profits  aggregating at
least Fifty Million Dollars ($50,000,000). The Corporation or such bank or trust
company are hereinafter  referred to as the "Redemption  Agent."  Following such
appointment  and prior to any redemption,  the Corporation  shall deliver to the
Redemption Agent  irrevocable  written  instructions  authorizing the Redemption
Agent, on behalf and at the expense of the Corporation,  to cause such notice of
redemption  to be duly mailed as herein  provided as soon as  practicable  after
receipt  of such  irrevocable  instructions  and in  accordance  with the  above
provisions.  All funds necessary for the redemption  shall be deposited with the
Redemption  Agent in trust at least two  business  days prior to the  Redemption
Date,  for the pro rata  benefit  of the  holders  of the  shares so called  for
redemption,  so as to be and continue to be available therefor.  Neither failure
to mail any such notice to one or more such holders nor any defect in any notice
shall affect the  sufficiency  of the  proceedings  for  redemption  as to other
holders.

                  (d) If a Redemption Notice shall have been given in accordance
with the above  provisions and the Corporation  shall not default in the payment
of the Redemption  Price, then each holder of shares called for redemption shall
be entitled to all  preferences  and relative and other rights  accorded by this
resolution  until and  including the date prior to the  Redemption  Date. If the
Corporation  shall  default in making  payment or delivery as  aforesaid  on the
Redemption  Date, then each holder of the shares called for redemption  shall be
entitled to all  preferences  and  relative  and other  rights  accorded by this
resolution until and including the date prior to the date (the "Final Redemption
Date")  when the  Corporation  makes  payment or delivery  as  aforesaid  to the
holders of the Series A Preferred Stock.  From and after the Redemption Date or,
if the Corporation shall default in making payment or delivery as aforesaid, the
Final  Redemption  Date,  the shares  called for  redemption  shall no longer be
deemed to be  outstanding,  and all rights of the holders of such  shares  shall
cease and  terminate,  except  the right of the  holders  of such  shares,  upon
surrender of certificates therefor, to receive amounts to be paid hereunder. The
deposit of monies in trust with the Redemption Agent shall be irrevocable except
that the Corporation  shall be entitled to receive from the Redemption Agent the
interest or other earnings,  if any, earned on any monies so deposited in trust,
and the holders of any shares  redeemed  shall have no claim to such interest or
other  earnings,  and any balance of monies so deposited by the  Corporation and
unclaimed by the holders of the Series A Preferred Stock entitled thereto at the
expiration of two (2) years from the  Redemption  Date (or the Final  Redemption
Date,  as  applicable)  shall be repaid,  together  with any  interest  or other
earnings thereon, to the Corporation,  and after any such repayment, the holders
of the shares entitled to the funds so repaid to the Corporation shall look only
to the Corporation for such payment, without interest.

                  (e) On the  fifteenth  anniversary  of the Initial  Issue Date
(the "Mandatory  Redemption  Date"),  the Corporation  shall redeem all, but not
less than all, of the then  outstanding  shares of Series A Preferred  Stock for
cash in an amount per share equal to the  Subscription  Price  together with any
accrued but unpaid  dividends and any Additional  Dividends due thereon (in each
case,  whether  or not  declared)  as of such  date (the  "Mandatory  Redemption
Price").  Not more than sixty (60) nor less than  thirty  (30) days prior to the
Mandatory Redemption Date, notice by first class mail, postage prepaid, shall be
given to each holder of record of the Series A Preferred Stock, at such holder's
address as it shall appear upon the stock  transfer books of the Company on such
date. Each such notice of redemption  shall be irrevocable and shall specify the
date that is the Mandatory  Redemption Date, the Mandatory Redemption Price, the
identification of the shares to be redeemed,  the place or places of payment and
that payment will be made upon presentation and surrender of the  certificate(s)
evidencing  the  shares  of Series A  Preferred  Stock to be  redeemed  and that
dividends on the shares of the Series A Preferred  Stock cease to  accumulate on
the Mandatory  Redemption Date. On or after the Mandatory  Redemption Date, each
holder of shares of Series A Preferred  Stock shall  surrender  the  certificate
evidencing such shares to the Company at the place designated in such notice and
shall thereupon be entitled to receive payment of the Mandatory Redemption Price
in the manner set forth in the notice.  If, on the  Mandatory  Redemption  Date,
funds in cash in an amount sufficient to pay the aggregate Mandatory  Redemption
Price for all outstanding  shares of Series A Preferred Stock shall be available
therefor and shall have been  irrevocably set aside and deposited with a bank or
trust  company in trust for  purposes  of payment of such  Mandatory  Redemption
Price,  then,  notwithstanding  that the  certificates  evidencing any shares so
called for  redemption  shall not have been  surrendered,  the  shares  shall no
longer  be  deemed   outstanding,   the  holders   thereof  shall  cease  to  be
stockholders, and all rights whatsoever with respect to the shares so called for
redemption (except the right of the holders to receive the Mandatory  Redemption
Price upon surrender of their certificates therefor) shall terminate.  If at the
Mandatory  Redemption  Date, the Company does not have sufficient  funds legally
available to redeem all the outstanding  shares of Series A Preferred Stock, the
Company shall take all measures permitted under the Delaware General Corporation
Law to increase the amount of its capital and surplus legally available, and the
Company  shall  purchase as many  shares of Series A  Preferred  Stock as it may
legally redeem,  ratably from the holders thereof in proportion to the number of
shares held by them, and shall thereafter from time to time, as soon as it shall
have funds available therefor, redeem as many shares of Series A Preferred Stock
as it legally may until it has redeemed all of the outstanding  shares of Series
A Preferred Stock.

          Section 5.  Conversion  Rights.  The Series A  Preferred  Stock is not
convertible  into or  exchangeable  for any other  property or securities of the
Corporation.

          Section 6. Voting Rights.

                  (a) The holders of the issued and outstanding shares of Series
A Preferred  Stock shall have no voting rights except as set forth herein and as
required by law. Except as otherwise provided, in all cases where the holders of
shares of Series A Preferred Stock have the right to vote separately as a class,
such  holders  shall be  entitled  to one vote for each such  share held by them
respectively.

                  (b) So  long  as at  least  10%  of the  shares  of  Series  A
Preferred Stock remain issued and outstanding, the holders of Series A Preferred
Stock shall have the exclusive right, voting as a single class, to elect one (1)
director to serve on the Board of Directors  (the "Series A  Director").  In any
such election,  the holders of the Series A Preferred Stock shall be entitled to
cast one vote per share of Series A Preferred Stock held of record on the record
date for the  determination  of the holders of Series A Preferred Stock entitled
to vote on such election. The initial Series A Director shall be elected by vote
of the holders of shares of Series A Preferred Stock  outstanding on the Initial
Issue Date;  and  thereafter  the Series A Director shall be elected at the same
time as the other directors are elected. The Series A Director shall serve until
the annual meeting of stockholders of the Corporation at which the term of other
directors expire or until the Series A Director's successor shall be elected and
shall qualify. Any Series A Director may be removed by, and shall not be removed
other than by, the majority  vote of the holders of then  outstanding  shares of
Series A Preferred  Stock,  voting as a separate  class, at a meeting called for
such purpose or by written  consent as permitted by law and the  Certificate  of
Incorporation  and  By-Laws  of the  Corporation.  If for any  reason a  vacancy
exists, by reason of death, resignation, retirement,  disqualification,  removal
or  otherwise,  such  vacancy  shall be filled by the  holders  of the  Series A
Preferred  Stock  voting  as a  separate  class in  accordance  with the  voting
procedures  set forth in this  Section  6(b).  The  Series A  Director  shall be
appointed by the Board of Directors to serve on each and every  committee of the
Board of Directors.

          Section 7. Capital. On any redemption of Series A Preferred Stock, the
Corporation's  capital  shall be reduced by an amount equal to the  Subscription
Price multiplied by the number of shares of Series A Preferred Stock redeemed on
such date.

          Section 8. Covenants. In addition to any other rights provided by law,
so long as any Series A Preferred Stock is outstanding, the Corporation, without
first  obtaining  the  affirmative  vote at a meeting of the holders of Series A
Preferred Stock called for such purpose or the written consent of the holders of
not less than seventy-five  percent (75%) of such outstanding shares of Series A
Preferred Stock, will not:

                  (a)  increase  or  decrease  the  authorized  amount  or issue
additional  shares of Series A  Preferred  Stock or  create  any other  class of
Parity Stock or Senior Stock or increase the authorized amount of any such other
class,  or  authorize  or  issue  shares  of stock  of any  class or any  bonds,
debentures,  notes or other obligations convertible into or exchangeable for, or
having option rights to purchase,  any shares of stock of the Corporation having
any preference or priority as to dividends,  assets or other rights  superior to
or on a parity  with any such  preference  or priority of the Series A Preferred
Stock;

                  (b) other  than as set forth in  subsection  8(a)  above,  (i)
amend, alter or repeal any provision of, or add any provision to the Certificate
of  Incorporation,  this Certificate or the By-Laws so as to adversely affect or
change the  rights,  preferences,  privileges  or powers of or the  restrictions
provided  for the  benefit  of any  Series A  Preferred  Stock or (ii)  merge or
consolidate  with or into any other  person,  or sell  substantially  all of its
assets or business to any other  person,  provided  however that nothing  herein
shall prevent Edwards Novacor LLC, a Delaware limited  liability  company,  from
merging  with  and  into  the  Corporation  so  long as the  Corporation  is the
surviving entity;

                  (c)  reclassify  any class or series of any Junior  Stock into
Parity  Stock or Senior  Stock or  reclassify  any  series of Parity  Stock into
Senior Stock;

                  (d) pay or declare  any  dividend on any Junior  Stock  (other
than  dividends  payable  in  shares  of the class or  series  upon  which  such
dividends  are  declared  or paid,  or  payable  in shares of Common  Stock with
respect to Junior Stock other than Common  Stock,  together with cash in lieu of
fractional shares) without prior thereto or simultaneously  therewith paying any
accrued  (whether or not declared) but unpaid Series A Preferred  Dividends,  so
long as the Series A Preferred Stock remains outstanding;

                  (e) apply any of its  assets  to the  redemption,  retirement,
purchase  or  acquisition,  directly  or  indirectly,  through  subsidiaries  or
otherwise,  of any Junior Stock; or

                  (f)   materially   change  the   principal   business  of  the
Corporation; and

                  (g) take any action which decreases the number of directors on
the Board of Directors,  such that, at any time, the Board of Directors has less
than five (5) directors.

          Section 9.  Exclusion  of Other  Rights.  Except as may  otherwise  be
required  by law,  the  shares of Series A  Preferred  Stock  shall not have any
preferences or relative, participating,  optional or other special rights, other
than those  specifically set forth in this resolution (as such resolution may be
amended   from  time  to  time)  and  in  the   Corporation's   Certificate   of
Incorporation.  The shares of Series A Preferred  Stock shall have no preemptive
or subscription rights.

          Section 10.  Headings  of  Subdivisions.  The  headings of the various
subdivisions  hereof are for  convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

          Section 11.  Severability of Provisions.  If any right,  preference or
limitation of the Series A Preferred Stock set forth in this resolution (as such
resolution  may be amended from time to time) is invalid,  unlawful or incapable
of being  enforced  by  reason of any rule of law or  public  policy,  all other
rights, preferences and limitations set forth in this resolution (as so amended)
which can be given effect without the invalid,  unlawful or unenforceable right,
preference or limitation shall,  nevertheless,  remain in full force and effect,
and no  right,  preference  or  limitation  herein  set  forth  shall be  deemed
dependent  upon any  other  such  right,  preference  or  limitation  unless  so
expressed herein.

          Section 12. Status of Reacquired Shares.  Shares of Series A Preferred
Stock which have been issued and reacquired in any manner shall (upon compliance
with any  applicable  provisions of the laws of the State of Delaware)  have the
status of authorized and unissued  shares of preferred stock issuable in series,
undesignated as to series and may be redesignated and reissued.

          IN WITNESS  WHEREOF,  the Corporation  has caused this  Certificate of
Designation to be signed by Roderick M. Bryden,  its President,  and attested by
Ian W. Malone, its Secretary, this 29th day of June, 2000.



By:/s/ Roderick M. Bryden
   ------------------------------
   Name:   /s/ Roderick M. Bryden
   Title:  President


Attested:


By:  /s/ Ian W. Malone
   ------------------------------
   Name:  Ian W. Malone
   Title: Secretary