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                                                                 Exhibit 3.01(c)
 
                          CERTIFICATE OF DESIGNATIONS
                                     OF THE
                SERIES H CUMULATIVE CONVERTIBLE PREFERRED STOCK
                           (PAR VALUE $.01 PER SHARE)
                                       OF
                         AMERIQUEST TECHNOLOGIES, INC.
                             ---------------------
 
                         PURSUANT TO SECTION 151 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
                             ---------------------
 
     The undersigned, does hereby certify that the following resolution was duly
adopted by the Board of Directors of AmeriQuest Technologies, Inc., a Delaware
corporation (the "Corporation"), at a meeting duly convened and held on April
23, 1997, at which a quorum was present and acting throughout:
 
     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Corporation (the "Board of Directors") by Article
FOURTH of the Certificate of Incorporation of the Corporation, as amended by
that certain Certificate of Amendment effective as of April 1, 1996, (the
"Certificate of Incorporation") the Board of Directors hereby authorizes and
approves the creation and issuance of a new series of Preferred Stock of this
Corporation upon the terms and conditions set forth in these resolutions which
fix the powers, designation, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions
thereof, of the shares of such new series, in addition to those set forth in the
Certificate of Incorporation, as follows:
 
          (A) Series H Cumulative Convertible Preferred Stock.  The new series
     of Preferred Stock of the Corporation authorized hereby shall be designated
     the "Series H Cumulative Convertible Preferred Stock" (hereinafter referred
     to as the "Series H Preferred Stock"), and shall consist of 300,000 shares,
     $.01 par value per share; provided, however, that the Board of Directors
     may decrease (but not increase) the number of authorized shares in such
     series subsequent to the date of original issuance of shares in such series
     (the "Original Issuance Date"), but not below the number of shares of such
     series then outstanding. The Series H Preferred Stock is issuable solely in
     whole shares that shall entitle the holder thereof to exercise the voting
     rights, to participate in the distributions and to have the benefit of all
     other rights of holders of Series H Preferred Stock as set forth herein and
     in the Certificate of Incorporation.
 
          (B) Rights, Preferences and Restrictions of Series H Preferred
     Stock.  The Series H Preferred Stock shall have the voting power,
     preferences and relative, participating, optional or other special rights,
     and the qualifications, limitations or restrictions thereof, as set forth
     below. For purposes of this Certificate of Designations, the terms "Common
     Stock" and "Preferred Stock" shall have the meanings set forth in the
     Certificate of Incorporation in effect as of the Original Issuance Date.
 
     1. Dividend Provisions.  The holders of shares of Series H Preferred Stock
shall be entitled to receive dividends payable in cash (or, through and
including the dividend payable on June 30, 1998, at the option of the
Corporation, payable in whole or in part in Common Stock valued as set forth
below), out of any funds legally available therefor, prior and in preference to
any declaration or payment of any dividend (other than a dividend payable in
shares of Common Stock of the Corporation) on the Common Stock and to any
declaration or payment of any dividend on any other series of Preferred Stock of
the Corporation (other than dividends payable in Preferred Stock of the same
series and class upon which such dividend is declared and paid), at the rate of
$7.00 per share of Series H Preferred Stock per annum (as adjusted for any stock
dividends, combinations or splits with respect to such shares), payable
quarterly on the last day of March, June, September and December of each year,
commencing June 30, 1997. Such dividends shall accrue on each share and accrue
from day to day, whether or not earned or declared, and shall be cumulative so
that if such dividends with respect to any previous quarter dividend period at
said rate per share per annum shall not
 
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have been paid on or declared and set apart for all shares of Series H Preferred
Stock at the time outstanding, the deficiency shall be fully paid on or declared
and set apart for such shares before the Corporation makes any distribution (as
such term is hereinafter defined) to the holders of Common Stock or any other
series of Series H Preferred Stock. The term "distribution" as used in this
paragraph shall mean the transfer of cash or property without consideration,
whether by way of dividend or otherwise (except a dividend in shares of the
Corporation which are junior to the Series H Preferred Stock as to dividends and
assets and except as contemplated by this Certificate of Designations) or the
purchase or redemption of shares of the Corporation for cash or property (except
for the repurchase of Common Stock from employees, directors, consultants and
advisers pursuant to the terms of stock purchase agreements existing on the
Original Issuance Date under which such shares are issued), including any such
transfer, purchase or redemption by a subsidiary of the Corporation. The time of
any distribution by way of dividend shall be the date of declaration thereof and
the time of any distribution by purchase or redemption of shares shall be the
day cash or property is transferred by the Corporation, whether or not pursuant
to a contract of an earlier date; provided that, where a negotiable debt
security is issued in exchange for shares the time of the distribution is the
date when the Corporation acquires the shares in such exchange. In the event the
Corporation exercises its option to pay any dividend in whole or in part in
Common Stock, such Common Stock shall be valued as follows: (a) if the
Corporation's Common Stock is trading on the New York Stock Exchange (the
"NYSE"), at the closing price on the day such dividend accrues (whether or not
declared); (b) if the Corporation's stock is not trading on the NYSE but is
trading in any other domestic public market, at the price of the last reported
bona fide trade in such market; or (c) if the Corporation's stock is not trading
in any public market, at a price to be determined by an investment banking firm
of national reputation that has not in the prior twelve (12) months performed
any investment banking services for the Corporation or any holder of Series H
Preferred Stock.
 
     2. Liquidation Preference.
 
     (a) Series H Liquidation Preference.  In the event of any Liquidation Event
(as defined below), either voluntary or involuntary, the holders of Series H
Preferred Stock shall be entitled to receive by reason of their ownership
thereof, prior and in preference to any distribution of any of the assets of the
Corporation to the holders of Common Stock, or to any other series of Preferred
Stock that may be issued by the Corporation from time to time, an amount per
share in cash equal to the sum of (i) $100.00 for each outstanding share of
Series H Preferred Stock, as adjusted for any stock dividends, combinations or
splits with respect to such share (the "Original Series H Issue Price"), and
(ii) an amount equal to all accrued but unpaid dividends (whether or not
declared) on each such share (the "Liquidation Preference").
 
     (b) Participation.  After the distributions described in subsection (a)
above have been paid, the entire remaining assets of the Corporation legally
available for distribution to the stockholders of the Corporation shall be
distributed to the holders of any other series of Preferred Stock then
outstanding, if any, having a liquidation preference over the Common Stock (to
the extent of and in accordance with the liquidation preference rights of such
other series of Preferred Stock) and then among the holders of the Common Stock
pro rata based on the number of shares of Common Stock held by each holder.
 
     (c) Insufficient Funds.  If in connection with any Liquidation Event the
Corporation's cash funds legally available for distribution to the holders of
the Series H Preferred Stock are not sufficient to pay the full Series H
Preferred Stock liquidation preference in cash, then any deficiency in the cash
payment of the Series H Preferred Stock liquidation preference shall be paid in
non-cash assets of the Corporation legally available for distribution to the
holders of Series H Preferred Stock. If the cash and non-cash assets legally
available for distribution to the holders of the Series H Preferred Stock shall
be insufficient to permit the full payment to such holders of the full Series H
Preferred Stock liquidation preference, then the entire cash and non-cash assets
of the Corporation legally available for distribution shall be distributed
ratably among the holders of the Series H Preferred Stock in proportion to the
number of such shares owned by each such holder. In connection with the
distribution of any non-cash assets in payment of the Series H Preferred Stock
liquidation preference, the non-cash assets will be valued at their fair market
value, as determined by independent appraisal by an appraiser selected in good
faith by the Board of Directors.
 
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     (d) Liquidation Event.  For purposes of this Section 2, a "Liquidation
Event" shall mean any Reorganization Transaction (as defined below),
liquidation, dissolution, or winding up of the Corporation. A reorganization of
the Corporation, for purposes of this Certificate of Designations, shall mean
any consolidation or merger of the Corporation with or into another corporation,
or other entity or person or any other corporate reorganization, or the sale of
all or substantially all of the Corporation's assets to another person, or any
transaction by the Corporation in which an excess of 50% of the Corporation's
voting power is transferred (each, a "Reorganization Transaction").
 
     3. Redemption.  Shares of the Series H Preferred Stock shall not be subject
to redemption, either mandatorily or at the option of the Corporation or the
holder thereof.
 
     4. Conversion.  The holders of Series H Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):
 
          (a) Right to Convert.  Subject to subsection (c), each share of Series
     H Preferred Stock shall be convertible (subject to approval by the holders
     of the Corporation's Common Stock of the issuance of the common stock
     issuable upon such conversion as required by the NYSE), at the option of
     the holder thereof, at any time after the Original Issuance Date at the
     office of the Corporation or any transfer agent for the Series H Preferred
     Stock, into such number of fully paid and nonassessable shares of the
     Corporation's Common Stock as is determined by dividing the Liquidation
     Preference by the Series H Conversion Price then in effect. The Series H
     Conversion Price per share is set forth in subsection 4(c).
 
          (b) Mechanics of Conversion.  Before any holder of Series H Preferred
     Stock shall be entitled to convert any Shares into shares of Common Stock,
     such holder shall deliver the certificate or certificates therefor, with a
     duly executed election to convert, to the principal executive office of the
     Corporation or of any transfer agent for the Series H Preferred Stock and
     shall give written notice to the Corporation at its principal executive
     office (which notice and delivery shall be deemed given when received by
     the Corporation) of the election to convert some or all of its Shares and
     shall state therein the number of Shares to be converted and the name or
     names in which the certificate or certificates for shares of Common Stock
     are to be issued. The Corporation shall, as soon as practicable thereafter,
     issue and deliver at such office to such holder of Series H Preferred Stock
     or to the nominee or nominees of such holder, a certificate or certificates
     for the number of shares of Common Stock to which such holder shall be
     entitled as aforesaid. Such conversion shall be deemed to have been made
     immediately prior to the close of business on the date of such surrender of
     the shares of Series H Preferred Stock to be converted, and the person or
     persons entitled to receive the shares of Common Stock issuable upon such
     conversion shall be treated for all purposes as the record holder or
     holders of such shares of Common Stock as of such date. Following the
     conversion of shares of Series H Preferred Stock into Common Stock, as
     contemplated by this paragraph (b), the Corporation shall promptly prepare
     and deliver a new certificate or new certificates to the holder of Series H
     Preferred Stock representing the remaining number or shares of Series H
     Preferred Stock still held by such holder following such conversion.
 
          (c) Series H Conversion Price and Adjustments.
 
             (i) Series H Conversion Price.  The Series H Conversion Price shall
        be $0.715 (Seventy One and One-Half Cents) per share, which amount is
        equal to 110% of the average of the daily closing price per share of the
        Common Stock for the 20 consecutive trading days immediately preceding
        April 28, 1997.
 
             (ii) Series H Conversion Price Adjustments.
 
                (1) Subdivision, Combination or Reclassification.  In the event
           that the Corporation at any time or from time to time after the
           Original Issuance Date shall declare or pay, without consideration,
           any dividend on the Common Stock payable in shares of Common Stock or
           in any right to acquire shares of Common Stock for no consideration,
           or shall effect a subdivision of the outstanding shares of Common
           Stock into a greater number of shares of Common Stock (by stock
           split, reclassification or otherwise than by payment of a dividend in
           Common Stock or in any right to acquire Common Stock), or in the
           event the outstanding shares of Common
 
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           Stock shall be combined or consolidated, by reclassification, reverse
           stock split or otherwise, into a lesser number of shares of Common
           Stock, then the Series H Conversion Price in effect immediately prior
           to such event shall, concurrently with the effectiveness of such
           event, be proportionately decreased or increased, as appropriate. In
           the event that the Corporation shall declare or pay, without
           consideration, any dividend on the shares of Common Stock payable in
           any right to acquire Common Stock for no consideration, then the
           Corporation shall be deemed to have made a dividend payable in shares
           of Common Stock in an amount of shares equal to the maximum number of
           shares issuable upon exercise of such rights to acquire shares of
           Common Stock.
 
                (2) Issuance of Additional Shares.  If at any time after the
           Original Issuance Date and while there are any shares of Series H
           Preferred Stock outstanding, the Corporation shall issue or sell
           Additional Shares of Common Stock at a Price Per Share less than the
           Series H Conversion Price in effect immediately prior to such
           issuance or sale, then the Series H Conversion Price then in effect
           shall be adjusted to an amount determined by multiplying the Series H
           Conversion Price in effect immediately prior to the new issuance by a
           fraction,
 
                (A) the numerator of which is equal to the sum of (x) the number
           of shares of Outstanding Common Stock immediately prior to the
           issuance of such Additional Shares, and (y) the amount determined by
           (i) dividing the aggregate consideration received by the Corporation
           upon the issuance of such Additional Shares, by (ii) the Series H
           Conversion Price in effect immediately prior to the issuance of the
           Additional Shares, and
 
                (B) the denominator of which is the number of shares of
           Outstanding Common Stock immediately after the issuance of such
           Additional Shares.
 
                For the purposes of this Section 4(c)(ii), the issuance of any
           Convertible Securities shall be deemed an issuance at such time of
           the Common Stock issuable upon exercise, conversion, or exchange of
           the such Convertible Securities if the Price Per Share shall be less
           than the Series H Conversion Price in effect at the time of such
           issuance. No adjustment of the Series H Conversion Price shall be
           made under this Section 4(c)(ii) upon the issuance of any shares of
           Common Stock which are issued pursuant to the exercise, conversion,
           or exchange of any Convertible Securities if any adjustment shall
           previously have been made upon the issuance of any such Convertible
           Securities as above provided. Any adjustment of the Series H
           Conversion Price made with respect to the issuance of Convertible
           Securities shall be reversed if and when any such Convertible
           Securities expire or are canceled without being exercised, converted,
           or exchanged so that the Series H Conversion Price in effect
           immediately upon such cancellation or expiration shall be equal to
           the Series H Conversion Price which would have been in effect had the
           expired or canceled Convertible Securities never been issued (but any
           such reversal of an adjustment shall only apply as to the portion of
           the Convertible Security which has expired or been canceled), with
           such additional adjustments as would have been made to the Series H
           Conversion Price which would have been in effect had such expired or
           canceled Convertible Securities never been issued.
 
     The provisions of this Section 4(c)(ii) shall not apply to any issuance or
distribution of Additional Shares if by reason of any other provision of this
Section 4 an adjustment of the Series H Conversion Price results with respect to
such issuance of Additional Shares or if the holders of Series H Preferred Stock
are entitled to receive a distribution of such Additional Shares.
 
     For purposes of this Section 4(c)(ii), the following definitions apply:
 
          "Additional Shares" shall mean shares of Common Stock (including
     Common Stock deemed issued upon the issuance of Convertible Securities),
     other than Excluded Additional Shares (the issuance of which shall not
     result in any adjustment of the Series H Conversion Price).
 
          "Convertible Securities" shall mean any securities (whether debt or
     equity) issued by the Corporation which are exercisable, convertible, or
     exchangeable into or for shares of Common Stock.
 
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          "Excluded Additional Shares" shall mean:
 
             (1) Any Existing Securities, excluding any increase in the Common
        Stock or Convertible Securities which may be issued pursuant to Existing
        Securities as a result of any modifications or amendments to Existing
        Securities occurring after the Original Issuance Date.
 
             (2) Any Common Stock or Convertible Securities issued after the
        Original Issuance Date to any employee, consultant, advisor, officer, or
        director of the Corporation or any subsidiary thereof pursuant to any
        incentive or compensation agreement, arrangement, or plan approved by
        the Board of Directors.
 
             (3) Any Common Stock issued in connection with any stock dividend
        on the Common Stock which is also payable to the Series H Preferred
        Stock pursuant to any provision of Section 4 hereof.
 
             (4) Any Common Stock issued upon conversion of the Series H
        Preferred Stock.
 
          "Existing Securities" shall mean any Common Stock or Convertible
     Securities issued with respect to any options, notes, rights, warrants, or
     other securities of the Corporation outstanding as of the Original Issuance
     Date, and shall include all shares of Series H Preferred Stock issued as of
     the Original Issuance Date.
 
          "Outstanding Common Stock" shall mean all shares of Common Stock of
     the Corporation outstanding (on a fully diluted basis) at the time of a
     calculation under Section 4(c)(ii), assuming for this purpose that all
     then-outstanding Convertible Securities are then deemed exercised,
     converted, or exchanged into shares of Common Stock.
 
          "Price Per Share" shall be determined as follows:
 
             (1) In the case of an issuance of shares of Common Stock for cash,
        the Price Per Share shall mean the per share cash consideration received
        by the Corporation for such shares.
 
             (2) The Price Per Share for purposes of Convertible Securities
        shall mean the amount equal to the consideration received by the
        Corporation upon the issuance of such Convertible Securities, plus the
        amount of consideration payable to the Corporation upon exercise,
        conversion, or exchange thereof, divided by the aggregate number of
        shares of Common Stock that would be issued if all such Convertible
        Securities were exercised, exchanged, or converted.
 
             (3) The Price Per Share for purposes of Convertible Securities
        shall be determined in each instance as of the date of issuance of the
        Convertible Securities without giving effect to any possible future
        price adjustments or rate adjustments pursuant to the provisions of such
        Convertible Securities which may result from any adjustments in the
        Series H Conversion Price pursuant to the provisions of this Section 4.
 
             (4) If a part or all of the consideration received by the
        Corporation in connection with the issuance of securities consists of
        property other than cash, the value of such consideration shall be the
        fair market value of such property as determined by the Board of
        Directors in good faith.
 
          (d) Other Distributions.  In the event the Corporation shall declare a
     distribution payable in securities of other persons, in evidences of
     indebtedness issued by the Corporation or other persons or in assets
     (excluding cash dividends) or in rights not referred to in Section
     4(c)(ii), then, in each such case for the purpose of this Section 4(d), the
     holders of Series H Preferred Stock shall be entitled to a proportionate
     share of any such distribution as though they were the holders of the
     number of shares of Common Stock of the Corporation into which their shares
     of Series H Preferred Stock are convertible as of the record date fixed for
     the determination of the holders of Common Stock of the Corporation
     entitled to receive such a distribution.
 
          (e) Recapitalizations.  If at any time or from time to time there
     shall be a recapitalization of the Common Stock (other than a subdivision,
     combination or reclassification) provision shall be made so that the
     holders of Series H Preferred Stock shall thereafter be entitled to
     receive, upon conversion of
 
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     their Series H Preferred Stock, the number of shares of stock or other
     securities or property of the Corporation, or otherwise, to which a holder
     of Common Stock deliverable upon conversion would have been entitled in
     such recapitalization as if converted immediately prior to such
     recapitalization. In any such case, appropriate adjustment shall be made in
     the application of the provisions of this Section 4 with respect to the
     rights of the holders of Series H Preferred Stock after the
     recapitalization to the end that the provisions of this Section 4
     (including adjustment of the Series H Conversion Price, if applicable, then
     in effect and the number of shares receivable upon conversion of Series H
     Preferred Stock) shall be applicable after that event as nearly equivalent
     as may be practicable.
 
          (f) No Impairment.  The Corporation will not, by amendment of its
     Certificate of Incorporation or through any reorganization,
     recapitalization, 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 Corporation, but will at all times in good faith
     assist in the carrying out of all the provisions of this Section 4 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 H Preferred
     Stock against impairment.
 
          (g) Fractional Shares and Certificate as to Adjustments.
 
             (i) No fractional shares shall be issued upon conversion of the
        Series H Preferred Stock pursuant to the provisions of this Section 4.
        In lieu of fractional shares, the Corporation shall pay in cash the fair
        market value of any fractional shares as determined by the Board of
        Directors in good faith. The determination of the fractional shares for
        which a cash payment will be made shall be determined on the basis of
        the total number of shares of the Series H Preferred Stock the holder is
        at the time converting into Common Stock and the number of shares of
        Common Stock issuable upon such aggregate conversion.
 
             (ii) Upon the occurrence of each adjustment or readjustment of the
        Series H Conversion Price pursuant to this Section 4, the Corporation,
        at its expense, shall within a reasonable time compute such adjustment
        or readjustment in accordance with the terms hereof and prepare and
        furnish to each holder of Series H Preferred Stock a certificate setting
        forth such adjustment or readjustment and showing in detail the facts
        upon which such adjustment or readjustment is based. The Corporation
        shall, within a reasonable time following a written request of any
        holder of Series H Preferred Stock, furnish or cause to be furnished to
        such holder a like certificate setting forth (A) such adjustment and
        readjustment, (B) the Series H Conversion Price at the time in effect,
        and (C) the number of shares of Common Stock and the amount, if any, of
        other property which at the time would be received upon the conversion
        of a share of Series H Preferred Stock.
 
          (h) Reservation of Stock Issuable Upon Conversion.  The Corporation
     shall at all times reserve and keep available out of its authorized but
     unissued shares of Common Stock solely for the purpose of effecting the
     conversion of the shares of Series H Preferred Stock such number of its
     shares of Common Stock as shall from time to time be sufficient to effect
     the conversion of all outstanding shares of Series H Preferred Stock; and
     if at any time the number of authorized but unissued shares of Common Stock
     shall not be sufficient to effect the conversion of all of the then
     outstanding shares of Series H Preferred Stock, in addition to such other
     remedies as shall be available to the holder of such Series H Preferred
     Stock, the Corporation will take such corporate action as may, in the
     opinion of its counsel, be necessary to increase its authorized but
     unissued shares of Common Stock to such number of shares as shall be
     sufficient for such purposes.
 
          (i) No Minor Adjustments to Series H Conversion Price.  No adjustment
     of the Series H Conversion Price shall be made pursuant to this Section 4
     in an amount less than one cent ($.01) per share. Adjustment amounts under
     one cent ($.01) per share shall be carried forward and taken into account
     in any subsequent adjustment calculations.
 
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<PAGE>   7
 
     5. Notices.
 
     (a) Required Notices.
 
          (i) In the event of any taking by the Corporation of a record of the
     holders of any class of securities for the purpose of determining the
     holders thereof who are entitled to receive any dividend (other than a cash
     dividend) or other distribution, any right to subscribe for, purchase or
     otherwise acquire any shares of stock of any class or any other securities
     or property, or to receive any other right; the Corporation shall mail to
     each holder of Series H Preferred Stock, at least thirty (30) days prior to
     the date specified therein, a notice specifying the date on which any such
     record is to be taken for the purpose of such dividend, distribution or
     right, and the amount and character of such dividend, distribution or
     right.
 
          (ii) The Corporation shall give each holder of record of Series H
     Preferred Stock written notice of any impending Reorganization Transaction
     not later than thirty (30) days prior to the stockholders' meeting called
     to approve such transaction, or thirty (30) days prior to the closing of
     any such Reorganization Transaction, whichever is earlier. Such notice
     shall describe the material terms and conditions of the impending
     Reorganization Transaction, describe the consideration per share to be
     received by the holders of the Common Stock and by the holders of the
     Series H Preferred Stock as a result of such Reorganization Transaction,
     and the date upon which the conversion rights of the Series H Preferred
     Stock terminate in connection with such Reorganization Transaction, and the
     Corporation shall thereafter give such holders prompt notice of any
     material changes in the information contained in such notice.
 
     (b) Notice Procedures.  Any notice required by the provisions of this
Section 5 to be given to a holder of shares of Series H Preferred Stock shall be
given in writing and shall be deemed given if addressed to the holder of record
of such shares at such holder's address appearing on the books of the
Corporation or such other address given in writing by the holder to the
Corporation for the purpose of notice and deposited in the United States mail,
postage prepaid, or with a courier which guaranteed delivery of the notice
within three business days after deposit with such courier, and in either case,
such notice shall be deemed given on the third business day after such deposit.
 
     6. Voting Rights.  The holder of each share of Series H Preferred Stock
shall have the right to one vote for each share of Common Stock into which such
Series H Preferred Stock could then be converted (with any fractional share
determined on an aggregate conversion basis being rounded to the nearest whole
share). Shares of Series H Preferred Stock shall have full voting rights and
powers equal to the voting rights and powers of the holders of Common Stock, and
shall be entitled, notwithstanding any provision hereof, to notice of any
stockholders' meeting in accordance with the bylaws of the Corporation. Subject
to the provisions of Paragraph 7 below, Shares of Series H Preferred Stock shall
vote with holders of Common Stock as a single class with respect to any question
upon which holders of Common Stock have the right to vote; provided, however,
that (a) the holders of Series H Preferred Stock will vote as a class on matters
as to which a class vote is required under Delaware law and (b) the holders of
the Series H Preferred Stock shall not vote with the holders of Common Stock or
otherwise with respect to the approval required by the NYSE as set forth in
Section 4(a) above, as to which approval the holders of Series H Preferred Stock
shall have no vote.
 
     7. Restrictions and Limitations.  Without the vote or written consent of
the holders of at least eighty percent (80%) of the then outstanding shares of
Series H Preferred Stock, the Corporation will not:
 
          (a) Authorize or issue, or obligate itself to issue, any other equity
     security (including any security convertible into or exercisable for any
     equity security) senior to or at parity with the Series H Preferred Stock
     as to dividend rights, redemption rights or liquidation preferences or
     which have voting rights as to matters upon which the holders of Common
     Stock are entitled to vote that provide for more votes in any such matters
     than one vote for each share of Common Stock into which such equity
     security could then be converted into Common Stock in accordance with the
     conversion rights of such equity security;
 
          (b) Amend its Certificate of Incorporation (including this Certificate
     of Designations) if such amendment would adversely affect any of the
     rights, preferences or privileges provided for therein or herein for the
     benefit of the shares of Series H Preferred Stock; or
 
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<PAGE>   8
 
          (c) Engage in a Reorganization Transaction that would adversely affect
     any of the rights, preferences or privileges of the Series H Preferred
     Stock.
 
     8. Status of Converted Stock.  In the event any shares of Series H
Preferred Stock shall be converted pursuant to Section 4 hereof, or are
otherwise acquired by the Corporation, the shares so converted or acquired shall
resume the status of authorized but unissued shares of Series H Preferred Stock.
 
     9. No Preemptive Rights.  The holders of the Series H Preferred Stock shall
not have any preemptive rights.
 
     10. Severability of Provisions.  Whenever possible, each provision hereof
shall be interpreted in a manner as to be effective an valid under applicable
law, but if any provision hereof should to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof.
 
     IN WITNESS WHEREOF, this Certificate of Designations is executed on this
25th day of April, 1997.
 
                                          AMERIQUEST TECHNOLOGIES, INC.
 
                                          By:        /s/ HOLGER HEIMS
                                            ------------------------------------
                                            Name:   Holger Heims
                                            Title:.    Executive Vice President
                                                 and Corporate Secretary
 
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                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 05/16/1997
                                                             971160022 - 2124585



                          CERTIFICATE OF CORRECTION OF
                        THE CERTIFICATE OF DESIGNATIONS
            OF THE SERIES H CUMULATIVE CONVERTIBLE PREFERRED STOCK
                        OF AMERIQUEST TECHNOLOGIES, INC.



     AmeriQuest Technologies, Inc. a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

     1. The name of the corporation is:

                         AmeriQuest Technologies, Inc.

     2. The Certificate of Designations of the Corporation, which was filed with
the Secretary of State of Delaware on April 28, 1997 (the "Certificate"), is
hereby corrected.

     3. The ambiguity to be corrected in said instrument is as follows:

        The correction is to clarify any ambiguity that may exist in paragraphs
        (B)(4)(a) and (B)(6) in describing the fact that the holders of Series H
        Cumulative Convertible Preferred Stock do not have any right to vote
        with the holders of Common Stock on an as-converted basis or otherwise
        in connection with the vote required pursuant to paragraph (B)(4)(a) of
        the Certificate.

     4. The portion of the instrument in corrected form is as follows:

        Corrections to paragraph (B)(4)(a)

        (a) Right to Convert. Subject to subsection (c), each share of Series H
        Preferred Stock shall be convertible (subject to approval by the holders
        of the Corporation Common Stock of the issuance of the Common Stock
        issuable upon such conversion as required by the NYSE), at the option of
        the holder thereof, at any time after the Original Issuance Date at the
        office of the Corporation or any transfer agent for the Series H
        Preferred Stock, into such number of fully paid and nonassessable shares
        of the Corporation's Common Stock  as is determined by dividing the
        Liquidation Preference by the Series H Conversion Price then in effect.
        The Series H Conversion Price per share is set forth in subsection 4(c).

        Corrections to paragraph (B)(6):
<PAGE>   10
     6. Voting Rights. The holder of each share of Series H Preferred Stock
     shall have the right to one vote for each share of Common Stock into which
     such Series H Preferred Stock could then be converted (with any fractional
     share determined on an aggregate conversion basis being rounded to the
     nearest whole share). Shares of Series H Preferred Stock shall have full
     voting rights and powers equal to the voting rights and powers of the
     holders of Common Stock, and shall be entitled, notwithstanding any
     provision hereof, to notice of any stockholders' meeting in accordance with
     the bylaws of the Corporation. Subject to the provisions of Paragraph 7
     below, shares of Series H Preferred Stock shall vote with holders of Common
     Stock as a single class with respect to any question upon which holders of
     Common Stock have the right to vote; provided, however, that (a) the
     holders of Series H Preferred Stock will vote as a class on matters as to
     which a class vote is required under Delaware law and (b) the holders of
     Series H Preferred Stock shall not vote with the holders of Common Stock or
     otherwise with respect to the approval required by the NYSE as set forth in
     Section 4(a) above, as to which approval the holders of Series H Preferred
     Stock shall have no vote.

Executed on this 15th day of May, 1997.

                                        By:          /s/ Holger Heims
                                           ------------------------------------
                                        Name:  Holger Heims
                                        Title: Executive Vice President and
                                               Corporate Secretary




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