AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS,
                             PREFERENCES, AND RIGHTS
                                       OF
                            SERIES A PREFERRED STOCK,
                          SERIES B PREFERRED STOCK, AND
                            SERIES C PREFERRED STOCK
                                       OF

                               GLYCOGENESYS, INC.


                  We, Bradley J. Carver and John W. Burns, the President and the
Secretary, respectively, of GlycoGenesys, Inc., a corporation organized and
existing under the laws of the State of Nevada (the "Corporation"), in
accordance with the provisions of Section 78.1955 of the Nevada Revised
Statutes, DO HEREBY CERTIFY:

                  WHEREAS, on June 22, 2001, the Board of Directors of the
Corporation (the "Board of Directors") adopted a resolution creating three
series of shares of preferred stock designated as the "Series A Preferred
Stock," the "Series B Preferred Stock," and the "Series C Preferred Stock"; and

                  WHEREAS, on April 15, 2002, the Board of Directors and the
holders of the Corporation's Series A preferred stock, par value U.S. $0.01 per
share ("Series A Preferred Stock"), Series B preferred stock, par value U.S.
$0.01 per share ("Series B Preferred Stock") and Series C preferred stock, par
value U.S. $0.01 per share ("Series C Preferred Stock") adopted a resolution
amending certain powers, preferences and other special rights of the of the
Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock;
and

                  WHEREAS, the Board of Directors and the holders of the
Corporation's Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock; desire to amend certain powers, preferences and other special
rights of the Series A Preferred Stock, the Series B Preferred Stock and the
Series C Preferred Stock.

                  NOW, THEREFORE, pursuant to the authority conferred upon the
Board of Directors by the Articles of Incorporation of the Corporation and by
Section 78.1955 of the Nevada Revised Statutes, on November 18, 2002, the Board
of Directors adopted, and on December 18, 2002 holders of a majority of the
Corporation's Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock approved the following resolution, amending and restating the
Certificate of Designations, Preferences, and Rights of Series A Preferred
Stock, Series B Preferred Stock and Series C Preferred Stock (the "Certificate
of Designations") of the Corporation in its entirety:


<PAGE>

                  "RESOLVED, that pursuant to the authority vested in the Board
of Directors (the "Board of Directors") of GlycoGenesys, Inc., a corporation
organized and existing under the laws of the State of Nevada (the
"Corporation"), by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), the Board of Directors does hereby amend and
restate, effective as of December 18, 2002, the designations, powers,
preferences, and relative participating, optional, or other special rights, and
the qualifications, limitations, and restrictions of the Corporation's Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock
(respectively, the "Series A Designation", the "Series B Designation" and the
"Series C Designation") by amending and restating the Certificate of
Designations in its entirety as follows:


                                    ARTICLE I

                     DESIGNATION OF SERIES A PREFERRED STOCK

                  1. Designation and Rank.
                     --------------------

                           (a) 7,500 shares of the preferred stock of the
         Corporation shall be designated and known as the "Series A Preferred
         Stock". Such number of shares may not be increased or decreased without
         obtaining the consent of a majority in interest of the holders of the
         then-outstanding shares of Series A Preferred Stock, except as set
         forth in Section 13 below; provided, that no decrease shall reduce the
         number of shares of Series A Preferred Stock to a number less than the
         number of shares then outstanding plus the number of such shares
         issuable upon exercise of outstanding rights, options or warrants or
         upon conversion of outstanding securities issued by the Corporation.

                           (b) The Series A Preferred Stock shall rank senior
         and prior to the Common Stock, par value U.S.$0.01, of the Corporation
         (the "Common Stock") and, except as otherwise provided herein, all
         other classes or series of the capital stock of the Corporation (now or
         hereafter authorized or issued), with respect to the payment of any
         dividends and to any payment upon liquidation or redemption; provided,
         that the Series A Preferred Stock shall rank pari passu with the Series
         B Preferred Stock with respect to the payment of any dividends and to
         any payment and upon liquidation or redemption.

                  2. Dividend Rights.
                     ---------------

                           (a) Dividend Preference. From and after the date that
         the first share of Series A Preferred Stock is issued (the "Series A
         Original Issue Date"), when and if the Board of Directors of the
         Corporation declares a dividend or distribution payable with respect to
         (i) the Common Stock or any other capital stock or security issued by
         the Corporation which is junior to the Series A Preferred Stock as to
         such dividends or distributions, such dividend or distribution shall

                                       2

<PAGE>

         not be paid until the payment to the holders of the Series A Preferred
         Stock of all dividends or distributions accrued or to be accrued
         through that date, or (ii) the then-outstanding capital stock of the
         Corporation that is pari passu to the Series A Preferred Stock as to
         such dividends or distributions, such dividends or distributions shall
         not be paid unless an equivalent payment is made to the holders of the
         Series A Preferred Stock pro rata on the accrued and unpaid dividends
         or distributions payable to the Series A Preferred Stock as of the date
         of such payment.

                           (b) Discretionary Dividends. From and after the date
         hereof, when and if the Board of Directors declares a dividend or
         distribution payable with respect to the then-outstanding shares of
         Common Stock, the holders of the Series A Preferred Stock shall be
         entitled to the amount of dividends per share in the same form as such
         Common Stock dividends that would be payable on the largest number of
         whole shares of Common Stock into which a holder's aggregate shares of
         Series A Preferred Stock could then be converted pursuant to Section 4
         of this Article I (such number to be determined as of the record date
         for the determination of holders of Common Stock entitled to receive
         such dividend).

                  3. Liquidation Rights.
                     ------------------

                           (a) Liquidation Events. The occurrence of any of the
         following events shall be deemed a "Liquidation": (i) any liquidation,
         dissolution, or winding-up of the affairs of the Corporation; (ii) any
         consolidation or merger of the Corporation with or into any other
         corporation or other entity or person, or any other corporate
         reorganization, in which the stockholders of the Corporation
         immediately prior to such consolidation, merger or reorganization, own
         less than 50% of the outstanding voting securities of the surviving or
         resulting entity immediately after such consolidation, merger or
         reorganization (a "Merger Event"); (iii) any transaction or series of
         related transactions approved by the Board of Directors of the
         Corporation in which securities of the Corporation representing 50% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities are acquired by a person, entity or group of related
         persons or entities, excluding any consolidation or merger effected
         exclusively to change the domicile of the Corporation; or (iv) any
         sale, lease, exclusive license or other disposition of all or
         substantially all of the assets of the Corporation.

                           (b) Liquidation Preference.
                               ----------------------

                                    (i) In the event of any Liquidation, whether
         voluntary or involuntary, before any payment of cash or distribution of
         other property shall be made to the holders of Common Stock, or any
         other class or series of stock subordinate in liquidation preference to
         the Series A Preferred Stock, the holders of the Series A Preferred
         Stock shall be entitled to receive out of the assets of the Corporation
         legally available for distribution to its stockholders, on behalf of
         each share of Series A Preferred Stock held by such holder, an amount

                                       3

<PAGE>

         per share equal to U.S. $2,430.00 (the "Series A Original Issue Price")
         (as appropriately adjusted for any combinations, divisions, or similar
         recapitalizations affecting the capital stock after issuance) and all
         accrued and unpaid dividends thereon (collectively, the "Series A
         Liquidation Preference").

                                    (ii) If, upon any Liquidation, the assets of
         the Corporation available for distribution to its stockholders are
         insufficient to pay the holders of the Series A Preferred Stock the
         Series A Liquidation Preference in full, the holders of the Series A
         Preferred Stock shall share pro rata in any distribution of assets in
         proportion to the respective amounts which would be payable to the
         holders of the Series A Preferred Stock and any other class or series
         of capital stock of the Corporation ranking pari passu with the Series
         A Preferred Stock in respect of the shares held by them.

                                    (iii) After the distributions described in
         clause (b)(i) above have been paid, subject to the rights of any other
         class or series of capital stock of the Corporation that may from time
         to time come into existence, in the event of a Liquidation described in
         clause (i) or clause (iv) of Section 3(a) of this Article I, the
         remaining assets of the Corporation available for distribution to
         stockholders shall be distributed among the holders of Common Stock,
         the holders of the Series A Preferred Stock, and the holders of any
         other class or series of capital stock of the Corporation entitled to
         share in such distribution pro rata based on the number of shares of
         Common Stock held by each, assuming conversion of any other class or
         series of capital stock of the Corporation convertible into shares of
         Common Stock.

                           (c) Non-Cash Distributions. If any distribution to be
         made pursuant to this Section 3 is to be paid other than in cash, the
         value of such distribution will be deemed its fair market value as
         determined in good faith by the Board of Directors. Any securities
         shall be valued as follows:

                                    (i) Securities not subject to investment
         letter or other similar restrictions on free marketability covered by
         clause (ii) below:

                                            (A) if traded on a securities
         exchange or through the Nasdaq National Market, the value shall be
         deemed to be the average of the closing prices of the securities on
         such quotation system over the thirty (30) trading day period ending
         three (3) trading days prior to the occurrence of the Liquidation;

                                            (B) if actively traded
         over-the-counter, the value shall be deemed to be the average of the
         closing bid or sale prices (whichever is applicable) over the thirty
         (30) trading day period ending three (3) trading days prior to the
         occurrence of the Liquidation; and

                                       4

                                            (C) if there is no active public
         market, the value shall be the fair market value thereof, as determined
         by the Board of Directors, subject to the approval of holders of at
         least a majority of the then-outstanding shares of Series A Preferred
         Stock, as of the occurrence of the Liquidation.

                                    (ii) The method of valuation of securities
         subject to investment letter or other restrictions on free
         marketability (other than restrictions arising solely by virtue of a
         stockholder's status as an affiliate or former affiliate) shall be to
         effectuate an appropriate discount from the market value, as determined
         by clauses (i)(A), (B) or (C) of this Section 3(c), so as to reflect
         the approximate fair market value thereof, as determined by the Board
         of Directors, subject to the approval of holders of at least a majority
         of the then-outstanding shares of such Series A Preferred Stock, as of
         the occurrence of the Liquidation.

                           (d) Dispute as to Value of Non-Cash Distributions. If
         holders of at least a majority of the then-outstanding shares of Series
         A Preferred Stock do not approve the determination, pursuant to clauses
         (c)(i)(C) or (c)(ii) of this Section 3, of the Board of Directors as to
         valuation, the Corporation and the holders of at least a majority of
         the then-outstanding shares of Series A Preferred Stock shall mutually
         agree upon and appoint, as an appraiser, a nationally-recognized
         investment banking firm, which shall be commissioned to investigate the
         value of the property to be distributed and shall submit a notice of an
         appraisal of that value to the Corporation and each holder of Series A
         Preferred Stock within 30 days of such commission. The appraiser shall
         be instructed to determine such value without regard to income tax
         consequences to the recipient as a result of receiving consideration
         other than cash. The value determined by the appraiser shall be
         conclusive. If the appraised value varies by less than 7.5% from the
         value determined by the Board of Directors, the aggregate amount to be
         distributed shall be reduced by the expense of the appraisal process
         and if the appraised value varies by 7.5% or more from the value
         determined by the Corporation's Board of Directors, the expense of the
         appraisal process shall be borne by the Corporation.

                  4. Conversion Rights. The holders of the Series A Preferred
         Stock shall have conversion rights as follows (the "Series A Conversion
         Right"):

                           (a) Series A Conversion Price. The "Series A
         Conversion Price" shall, initially, be U.S.$2.43 per share and shall be
         subject to adjustment as set forth below in Section 4(e).

                           (b) Optional Conversion. Each share of Series A
         Preferred Stock shall be convertible, at the option of the holder
         thereof (subject to regulatory approvals), at any time after the second
         anniversary of the Series A Original Issue Date that is at least two
         years after the issuance thereof, at the office of the Corporation or
         any transfer agent for such stock, into such number of fully paid and
         non-assessable shares of Common Stock as is determined by dividing (x)

                                       5

<PAGE>

         the Series A Liquidation Preference of such share of Series A Preferred
         Stock (including any accrued but unpaid dividends thereon) by (y) the
         Series A Conversion Price (as defined above).

                           (c) Required Conversion. Notwithstanding the above,
         in the event that there shall occur any Merger Event, at the option of
         the Corporation or the holders of at least a majority of the
         then-outstanding shares of Series A Preferred Stock and subject to
         applicable regulatory approvals, the outstanding shares of the Series A
         Preferred Stock shall, immediately prior to the consummation thereof,
         be converted into the same number of shares of Common Stock into which
         such shares are convertible pursuant to Section 4(b) (a "Series A
         Required Conversion").

                           (d) Mechanics of Conversion. In order to exercise the
         Series A Conversion Right pursuant to Section 4(b), a holder of Series
         A Preferred Stock shall provide written notice to the Corporation,
         setting forth (i) such holder's intent to exercise the Series A
         Conversion Right, and (ii) the proposed date for such exercise (the
         "Series A Conversion Date"), which shall be between 10 and 30 days
         after the date of such notice. If a Merger Event occurs and, pursuant
         to Section 4(c), a Series A Required Conversion is elected by the
         Corporation or holders of at least a majority of the then-outstanding
         shares of Series A Preferred Stock, the Corporation shall notify in
         writing all holders of Series A Preferred Stock of such Series A
         Required Conversion and the date of such Merger Event shall be referred
         to as the "Series A Required Conversion Date". On the Series A
         Conversion Date or the Series A Required Conversion Date, as the case
         may be, (i) the holder (and in the case of a Series A Required
         Conversion, each holder) shall tender such holder's shares of Series A
         Preferred Stock to the Corporation for cancellation, free and clear of
         encumbrances of any type or nature, and (ii) the Corporation shall
         cause to be delivered to such holder, a number of shares of Common
         Stock as calculated pursuant to Section 4(b) above, free and clear of
         encumbrances of any type or nature. Each holder and the Corporation
         shall take all other necessary or appropriate actions in connection
         with or to effect such closing.

                           (e) Certain Adjustments.
                               -------------------

                                    (i) Sale of Shares Below Fair Market Value.
                                        --------------------------------------

                                    (A) Sale of Additional Shares. If at any
         time or from time to time after the Series A Original Issue Date, the
         Corporation issues or sells, or is deemed by the express provisions of
         this subsection 4(e)(i) to have issued or sold, Additional Shares of
         Common Stock (as defined in clause (D) below), other than as a dividend
         or other distribution on any class of stock as provided in Section
         4(e)(ii) below, and other than a subdivision or combination of shares
         of Common Stock as provided in Section 4(e)(iii) below, for an
         Effective Price (as defined in clause (D) below) that is less than the

                                       6

<PAGE>

         lower of (x) the Series A Conversion Price then in effect and (y) 75%
         of the Fair Market Value of a share of Common Stock. (as defined in
         clause (D) below) (the lower of (x) and (y) being the "Series A ADP
         Price"), then and in each such case, the then-existing Series A
         Conversion Price shall be reduced, as of the opening of business on the
         date of such issuance or sale, to a price determined by multiplying the
         Series A Conversion Price by a fraction (x) the numerator of which
         shall be (I) the number of shares of Common Stock deemed outstanding
         immediately prior to such issuance or sale, plus (II) the number of
         shares of Common Stock which the aggregate consideration received (as
         defined in clause (B) below) by the Corporation for the total number of
         Additional Shares of Common Stock so issued would purchase at the
         then-applicable Series A ADP Price, and (y) the denominator of which
         shall be the number of shares of Common Stock deemed outstanding
         immediately prior to such issue or sale plus the total number of
         Additional Shares of Common Stock so issued. For the purposes of the
         preceding sentence, the number of shares of Common Stock deemed to be
         outstanding as of a given date shall be the sum of (I) the number of
         shares of Common Stock actually outstanding and (II) the number of
         shares of Common Stock into which all then-outstanding shares of
         capital stock of the Corporation convertible into shares of Common
         Stock could be converted if fully converted on the day immediately
         preceding the given date. No adjustment shall be made to the Series A
         Conversion Price in an amount less than U.S.$0.01 per share. Any
         adjustment otherwise required by this Section 4(e)(i) that is not
         required to be made due to the preceding sentence shall be included in
         any subsequent adjustment to the Series A Conversion Price.

                                    (B) Consideration Received for Additional
         Shares. For the purpose of making any adjustment required under this
         Section 4(e)(i), the consideration received by the Corporation for any
         issue or sale of securities shall (x) to the extent it consists of
         cash, be computed at the net amount of cash received by the Corporation
         after deduction of any underwriting or similar commissions,
         compensation or concessions paid or allowed by the Corporation in
         connection with such issue or sale but without deduction of any
         expenses payable by the Corporation, and (y) to the extent it consists
         of property other than cash, be computed at the fair value of that
         property as determined, in good faith, by the Board of Directors. If
         Additional Shares of Common Stock, Convertible Securities (as defined
         in clause (C) below) or rights, warrants or options to purchase either
         Additional Shares of Common Stock or Convertible Securities are issued
         or sold together with other stock or securities or other assets of the
         Corporation for a consideration which covers both, the consideration
         received by the Corporation for such issuance or sale of Additional
         Shares of Common Stock, Convertible Securities or rights, warrants or
         options to purchase either Additional Shares of Common Stock or
         Convertible Securities shall be computed as the portion of the
         consideration so received that may be reasonably determined, in good
         faith, by the Board of Directors to be allocable to such Additional
         Shares of Common Stock, Convertible Securities or rights, warrants or
         options and shall be reasonably agreed to by holders of at least a

                                       7

<PAGE>

         majority of the Series A Preferred Stock; provided, that in the event
         the Corporation and the holders of at least a majority of the Series A
         Preferred Stock do not agree on the value of such consideration, the
         parties shall jointly appoint an independent third party to determine
         such value pursuant to the procedure set forth in Section 3(d) of this
         Series A Designation.

                                    (C) Securities Convertible, Exchangeable and
         Exercisable for Common Stock. For the purpose of the adjustment
         required under this Section 4(e)(i), if the Corporation issues or sells
         (i) stock or other securities convertible or exchangeable into
         Additional Shares of Common Stock (such convertible or exchangeable
         stock or securities being herein referred to as "Convertible
         Securities"), or (ii) rights, warrants or options for the purchase of
         Additional Shares of Common Stock or Convertible Securities and if the
         Effective Price of such Additional Shares of Common Stock is less than
         the then-applicable Series A ADP Price, in each case the Corporation
         shall be deemed to have issued at the time of the issuance of such
         rights, warrants or options or Convertible Securities the maximum
         number of Additional Shares of Common Stock issuable upon exercise,
         exchange, or conversion thereof and to have received as consideration
         for the issuance of such shares an amount equal to the total amount of
         the consideration, if any, received by the Corporation for the issuance
         of such rights, warrants or options or Convertible Securities, (A)
         plus, in the case of such rights, warrants or options, the minimum
         amounts of consideration, if any, payable to the Corporation upon the
         exercise of such rights, warrants or options (without respect to any
         "cashless" exercise provision), (B) plus, in the case of Convertible
         Securities, the minimum amounts of consideration, if any, payable to
         the Corporation (other than by cancellation of liabilities or
         obligations evidenced by such Convertible Securities) upon the
         conversion or exchange thereof; provided, that if in the case of
         Convertible Securities the minimum amounts of such consideration cannot
         be ascertained, but are a function of anti-dilution or similar
         protective clauses, the Corporation shall be deemed to have received
         the minimum amounts of consideration without reference to such clauses;
         provided further, that if the minimum amount of consideration payable
         to the Corporation upon the exercise, exchange or conversion of rights,
         warrants, options or Convertible Securities is reduced over time or on
         the occurrence or non-occurrence of specified events (other than by
         reason of anti-dilution adjustments), the Effective Price shall be
         recalculated using the figure to which such minimum amount of
         consideration is reduced; provided further, that if the minimum amount
         of consideration payable to the Corporation upon the exercise, exchange
         or conversion of such rights, warrants, options or Convertible
         Securities is subsequently increased, the Effective Price shall be
         again recalculated using the increased minimum amount of consideration
         payable to the Corporation upon the exercise, exchange or conversion of
         such rights, warrants, options or Convertible Securities. No further
         adjustment of the Series A Conversion Price, as adjusted upon the
         issuance of such rights, options or Convertible Securities, shall be
         made as a result of the actual issuance of Additional Shares of Common

                                       8

<PAGE>

         Stock on the exercise of any such rights, warrants, options or the
         conversion or exchange of any such Convertible Securities. If any such
         rights, warrants or options or the conversion or exchange privilege
         represented by any such Convertible Securities shall expire without
         having been exercised, the Series A Conversion Price as adjusted upon
         the issuance of such rights, warrants, options or Convertible
         Securities shall be readjusted to the Series A Conversion Price which
         would have been in effect had an adjustment been made on the basis that
         the only Additional Shares of Common Stock so issued were the
         Additional Shares of Common Stock, if any, actually issued or sold on
         the exercise of such rights, warrants or options or rights of
         conversion or exchange of such Convertible Securities, and such
         Additional Shares of Common Stock, if any, were issued or sold for the
         consideration actually received by the Corporation upon such exercise,
         plus the consideration, if any, actually received by the Corporation
         for the granting of all such rights, warrants or options, whether or
         not exercised, plus the consideration received for issuing or selling
         the Convertible Securities actually converted or exchanged, plus the
         consideration, if any, actually received by the Corporation (other than
         by cancellation of liabilities or obligations evidenced by such
         Convertible Securities) upon the conversion or exchange of such
         Convertible Securities; provided, that such readjustment shall not
         apply to prior conversions of Series A Preferred Stock.

                                    (D) Certain Definitions.

                                    "Additional Shares of Common Stock" shall
         mean all shares of Common Stock issued by the Corporation or deemed to
         be issued pursuant to this Section 4(e)(i) or, as applicable, Section
         4(e)(i) of the Series B Designation to third parties in private sales
         of Common Stock where the Corporation is required to register such
         shares within a specified time (otherwise known as "PIPE"
         transactions), but shall not include shares of Common Stock and/or
         options, warrants or other Common Stock purchase rights issued to
         underwriters, placement agents or dealers in connection with a PIPE
         transaction. References to Common Stock in the subsections of this
         clause (D) above shall mean all shares of Common Stock issued by the
         Corporation or deemed to be issued pursuant to this Section 4(e)(i) of
         this Series A Designation or, as applicable, Section 4(e)(i) of the
         Series B Designation.

                                    The "Effective Price" of Additional Shares
         of Common Stock shall mean the quotient determined by dividing the
         total number of Additional Shares of Common Stock issued or sold, or
         deemed to have been issued or sold by the Corporation under this
         Section 4(e)(i) of this Series A Designation or, as applicable, Section
         4(e)(i) of the Series B Designation, into the aggregate consideration
         received, or deemed to have been received by the Corporation for such
         issue under this Section 4(e)(i) of this Series A Designation or, as

                                       9

<PAGE>

         applicable, Section 4(e)(i) of the Series B Designation, for such
         Additional Shares of Common Stock.

                                    The "Fair Market Value" of one share of
         Common Stock shall be deemed to be the average of the closing sale
         prices for the Common Stock over the 30-day trading period (or such
         shorter period for which closing sale prices are available if the
         Common Stock commenced trading during such period) ending three (3)
         trading days prior to the date of the sale of Additional Shares.

                                    (ii) Adjustment for Common Stock Dividends
         and Distributions. If, at any time after the Series A Original Issue
         Date, the Corporation makes, or fixes a record date for the
         determination of holders of Common Stock entitled to receive, a
         dividend or other distribution payable in additional shares of Common
         Stock, in each such event the Series A Conversion Price that is then in
         effect shall be decreased as of the time of such issuance or, in the
         event such record date is fixed, as of the close of business on such
         record date, by multiplying the Series A Conversion Price then in
         effect by a fraction (x) the numerator of which is the total number of
         shares of Common Stock issued and outstanding immediately prior to the
         time of such issuance or the close of business on such record date, and
         (y) the denominator of which is the total number of shares of Common
         Stock issued and outstanding immediately prior to the time of such
         issuance or the close of business on such record date plus the number
         of shares of Common Stock issuable in payment of such dividend or
         distribution; provided, that if such record date is fixed and such
         dividend is not fully paid or if such distribution is not fully made on
         the date fixed therefor, the Series A Conversion Price shall be
         recomputed accordingly as of the close of business on such record date
         and thereafter the Series A Conversion Price shall be adjusted pursuant
         to this Section 4(e)(ii) to reflect the actual payment of such dividend
         or distribution.

                                    (iii) Adjustments for Stock Splits, Stock
         Subdivisions and Combinations. If, at any time after the Series A
         Original Issue Date, the Corporation subdivides or combines the Common
         Stock, (A) in the case of a subdivision (including a stock split), the
         Series A Conversion Price in effect immediately prior to such event
         shall be proportionately decreased and the number of shares of Common
         Stock purchasable thereunder shall be proportionately increased, and
         (B) in the case of a combination (including a reverse stock split), the
         Series A Conversion Price in effect immediately prior to such event
         shall be proportionately increased and the number of shares of Common
         Stock purchasable thereunder shall be proportionately decreased. Any
         adjustment under this Section 4(e)(iii) shall become effective at the
         close of business on the date the subdivision or combination becomes
         effective.

                                    (iv) Adjustments for Reclassification,
         Reorganization and Consolidation. In case of (A) any reclassification,
         reorganization, change, exchange or conversion of securities of the

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<PAGE>

         class issuable upon conversion of the Series A Preferred Stock (other
         than a change in par value, or from par value to no par value) into
         other shares or securities of the Corporation, or (B) any merger or
         consolidation of the Corporation with or into another entity (other
         than a merger or consolidation with another entity in which the
         Corporation is the acquiring and the surviving entity and that does not
         result in any reclassification or change of outstanding securities
         issuable upon conversion of the Series A Preferred Stock), or (C) any
         sale of all or substantially all the assets of the Corporation, each
         holder of shares of Series A Preferred Stock shall have the right to
         receive, in lieu of the shares of Common Stock otherwise issuable upon
         the conversion of its shares of Series A Preferred Stock and
         accumulated and unpaid dividends then-outstanding thereunder, the kind
         and amount of shares of stock and other securities, money and property
         receivable upon such reclassification, reorganization, change, merger,
         consolidation or conversion by a holder of the maximum number of shares
         of Common Stock into which such shares of Series A Preferred Stock
         could have been converted immediately prior to such reclassification,
         reorganization, change, merger, consolidation or conversion, all
         subject to further adjustment as provided herein or with respect to
         such other securities or property by the terms thereof. The provisions
         of this clause (iv) shall similarly attach to successive
         reclassifications, reorganizations, changes, and conversions.

                  5. Other Distributions. In the event the Corporation provides
         the holders of its Common Stock with consideration that is not
         otherwise addressed in Section 4 of this Series A Designation
         (including, without limitation, declaring a distribution payable in
         securities of other persons, providing evidences of indebtedness issued
         by the Corporation or other persons, assets, cash (excluding cash
         dividends declared out of retained earnings)), then, in each such case,
         the holders of the Series A Preferred Stock shall be entitled to a pro
         rata 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 A Preferred Stock would be convertible as of the
         record date fixed for the determination of the holders of Common Stock
         of the Corporation entitled to receive such distribution.

                  6. Recapitalizations. If at any time there occurs a
         recapitalization of the Common Stock (other than a subdivision,
         combination, or merger or sale of assets provided for in Section 4 of
         this Series A Designation), the holders of the Series A Preferred Stock
         shall be entitled to receive upon conversion of the Series A Preferred
         Stock the number of shares of capital stock or other securities or
         property of the Corporation or otherwise, to which a holder of the
         Common Stock deliverable upon conversion would have been entitled on
         such recapitalization. In any such case, appropriate adjustment shall
         be made in the application of the provisions of Section 4 with respect
         to the rights of the holders of the Series A Preferred Stock after the
         recapitalization to the end that the provisions of Section 4 (including
         adjustment of the Series A Conversion Price then in effect and the

                                       11

<PAGE>

         number of shares purchasable upon conversion of the Series A Preferred
         Stock) shall be applicable after that event as nearly equivalent as may
         be practicable.

                  7. No Impairment.
                     -------------

                           (a) The Corporation shall not, by amendment of the
         Certificate of Incorporation or through any reorganization,
         recapitalization, 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 carrying out of all the
         provisions of this Certificate of Incorporation relating to the Series
         A Preferred Stock and in the taking of all such action as may be
         necessary or appropriate in order to protect the Series A Conversion
         Right against impairment.

                  8. No Fractional Shares and Certificate as to Adjustments.
                     ------------------------------------------------------

                           (a) No fractional shares shall be issued upon the
         conversion of any share or shares of the Series A Preferred Stock, and
         the number of shares of Common Stock to be issued shall be rounded to
         the nearest whole share. Such rounding shall be determined on the basis
         of the aggregate number of shares of Series A Preferred Stock each
         holder is at the time converting into Common Stock and the aggregate
         number of shares of Common Stock issuable to each such holder upon such
         conversion.

                           (b) Upon the occurrence of each adjustment or
         readjustment of the Series A Conversion Price pursuant to Section 4 of
         this Series A Designation, the Corporation, at its expense, shall
         promptly compute such adjustment or readjustment in accordance with the
         terms hereof and prepare and furnish to each holder of shares of Series
         A 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, upon the written
         request at any time of any holder of Series A Preferred Stock, furnish
         or cause to be furnished to such holder a like certificate setting
         forth (i) such adjustment or readjustment, (ii) the Series A Conversion
         Price at the time in effect, and (iii) 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 A Preferred Stock.

                  9. 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 purposes
         of effecting the conversion of the shares of the Series A Preferred
         Stock, such number of its shares of Common Stock that shall from time
         to time be sufficient to effect the conversion of all outstanding
         shares of the Series A Preferred Stock; and if at any time the number
         of authorized but unissued shares of Common Stock not otherwise
         reserved for issuance shall not be sufficient to effect the conversion

                                       12

<PAGE>

         of all then outstanding shares of the Series A Preferred Stock, the
         Corporation shall take such corporate action that 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, including without limitation, engaging in best
         efforts to obtain the requisite stockholder approval of any necessary
         amendment to its Articles of Incorporation.

                  10. Notices.
                      -------

                           (a) Any notice required by the provisions hereof to
         be given to the holders of shares of Series A Preferred Stock shall be
         given in writing and shall be deemed to have been given on the date of
         service if served personally on the party to whom notice is to be
         given, or on the date of transmittal of services by facsimile
         transmission to the party to whom notice is to be given, and addressed
         to each holder of record at his address appearing on the books of the
         Corporation.

                           (b) In case at any time:

                                    (i) the Corporation shall declare any
         dividend upon any other security which ranks junior to the Series A
         Preferred Stock ("Junior Securities") payable in cash or stock or make
         any other distribution to the holders of any of its Junior Securities;

                                    (ii) the Corporation shall offer for
         subscription pro rata to the holders of its Common Stock any additional
         shares of stock of any class or other rights;

                                    (iii) there shall be any capital
         reorganization or reclassification of the capital stock of the
         Corporation, or a consolidation or merger of the Corporation with, or a
         sale of all or substantially all its assets to, another entity; or

                                    (iv) there shall be a voluntary or
         involuntary Liquidation of the Corporation;

         then, in any one or more of said cases, the Corporation shall give, by
         first class mail, postage prepaid, return receipt requested, addressed
         to each holder of any shares of Series A Preferred Stock at the address
         of such holder as shown on the books of the Corporation, (A) at least
         15 days' prior written notice of the date on which the books of the
         Corporation shall close or a record shall be taken for such dividend,
         distribution or subscription rights or for determining rights to vote
         in respect of any such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up, and (B) in the
         case of any such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up, at least 15 days'
         prior written notice of the date when the same shall take place. Such

<PAGE>

         notice in accordance with the foregoing clause (A) shall also specify,
         in the case of any such dividend, distribution or subscription rights,
         the date on which the holders of Junior Securities (or in the case of
         subscription rights, Common Stock) shall be entitled thereto, and such
         notice in accordance with the foregoing clause (B) shall also specify
         the date on which the holders of Common Stock shall be entitled to
         exchange their Common Stock for securities or other property
         deliverable upon such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up, as the case may
         be.

                  11. Voting Rights. Subject to Section 14 of this Series A
         Designation, holders of Series A Preferred Stock shall not be entitled
         to vote, including with respect to the election of directors of the
         Corporation.

                  12. Protective Provisions. Subject to the rights of any series
         of preferred stock that may from time to time come into existence, so
         long as any shares of Series A Preferred Stock are outstanding, the
         Corporation shall not without first obtaining the approval (by vote or
         written consent, as provided by law) of the holders of at least a
         majority of the then-outstanding shares of Series A Preferred Stock,
         voting separately as a series:

                           (a) amend its Certificate of Incorporation so as to
         affect adversely the shares of Series A Preferred Stock or any holder
         thereof (including by creating any additional classes or series of
         preferred stock with a liquidation preference, dividend or other rights
         senior or pari passu to the Series A Preferred Stock ("Senior and/or
         Parity Stock");

                           (b) change the rights of the holders of the Series A
         Preferred Stock in any other respect;

                           (c) authorize, create, designate or issue of any
         additional equity securities of the Corporation having any rights that
         are senior or pari passu to the Series A Preferred Stock with respect
         to liquidation preference or rights to dividends or distributions; or

                           (d) issue authorized but unissued shares of Series A
         Preferred Stock after the Series A Original Issue Date, other than as
         required by the terms of this Series A Designation.

                  13. Status of Converted Stock. In the event any shares of
         Series A Preferred Stock shall be converted pursuant to Section 4 of
         this Series A Designation, the shares so converted shall be canceled
         and shall not be reissuable by the Corporation. The Certificate of
         Incorporation shall be appropriately amended to effect the
         corresponding reduction in the Corporation's authorized capital stock.

                                       14

<PAGE>

                                   ARTICLE II

                     DESIGNATION OF SERIES B PREFERRED STOCK

                  1. Designation and Rank.
                     --------------------

                           (a) 10,000 shares of the preferred stock of the
         Corporation shall be designated and known as the "Series B Preferred
         Stock". Such number of shares may not be increased or decreased without
         obtaining the consent of a majority in interest of the holders of the
         then-outstanding shares of Series B Preferred Stock, except as provided
         in Section 13 below; provided, that no decrease shall reduce the number
         of shares of Series B Preferred Stock to a number less than the number
         of shares then outstanding plus the number of such shares issuable upon
         exercise of outstanding rights, options or warrants or upon conversion
         of outstanding securities issued by the Corporation.

                           (b) The Series B Preferred Stock shall rank senior
         and prior to the Common Stock and, except as otherwise provided herein,
         all other classes or series of the capital stock of the Corporation
         (now or hereafter authorized or issued), with respect to the payment of
         any dividends and to any payment and upon liquidation; provided, that
         the Series B Preferred Stock shall rank pari passu with the Series A
         Preferred Stock with respect to the payment of any dividends and to any
         payment and upon liquidation.

                  2. Dividend Rights.
                     ---------------

                           (a) Dividend Preference. From and after the date that
         the first share of Series B Preferred Stock is issued (the "Series B
         Original Issue Date"), when and if the Board of Directors of the
         Corporation declares a dividend or distribution payable with respect to
         (i) the Common Stock or any other capital stock or security issued by
         the Corporation which is junior to the Series B Preferred Stock as to
         such dividends or distributions, such dividend or distribution shall
         not be paid until the payment to the holders of the Series B Preferred
         Stock of all dividends or distributions accrued or to be accrued
         through that date, or (ii) the then-outstanding capital stock of the
         Corporation that is pari passu to the Series B Preferred Stock as to
         such dividends or distributions, such dividends or distributions shall
         not be paid unless an equivalent payment is made to the holders of the
         Series B Preferred Stock pro rata on the accrued and unpaid dividends
         or distributions payable to the Series B Preferred Stock as of the date
         of such payment.

                           (b) Discretionary Dividends. From and after the date
         hereof, when and if the Board of Directors declares a dividend or
         distribution payable with respect to the then-outstanding shares of
         Common Stock, the holders of the Series B Preferred Stock shall be
         entitled to the amount of dividends per share in the same form as such

                                       15

<PAGE>

         Common Stock dividends that would be payable on the largest number of
         whole shares of Common Stock into which a holder's aggregate shares of
         Series B Preferred Stock could then be converted pursuant to Section 4
         of this Article II (such number to be determined as of the record date
         for the determination of holders of Common Stock entitled to receive
         such dividend).

                           (c) Mandatory Dividends. In addition to Section 2(b)
         above, each share of Series B Preferred Stock, shall be entitled to
         receive a mandatory dividend equal to 7% of the Series B Liquidation
         Preference (as defined below), per annum, compounded annually on each
         succeeding 12 month anniversary of the first issuance. Such dividend
         shall be cumulative and shall be payable annually on each succeeding 12
         month anniversary of the first issuance and shall be payable solely by
         the issuance of additional shares of Series B Preferred Stock at a
         price per share equal to U.S.$1,700.00 (the "Series B Original Issue
         Price") and not in cash; provided, that such dividend shall not be
         declared or paid to any holder without the prior, written consent of
         such holder. Fractional shares of the Series B Preferred Stock shall be
         issuable for all purposes hereunder.

                  3. Liquidation Rights.
                     ------------------

                           (a) Liquidation Preference.
                               ----------------------

                                    (i) In the event of any Liquidation (as
         defined in Article I), whether voluntary or involuntary, before any
         payment of cash or distribution of other property shall be made to the
         holders of Common Stock, or any other class or series of stock
         subordinate in liquidation preference to the Series B Preferred Stock,
         the holders of the Series B Preferred Stock shall be entitled to
         receive out of the assets of the Corporation legally available for
         distribution to its stockholders, on behalf of each share of Series B
         Preferred Stock held by such holder, the Series B Original Issue Price
         (as appropriately adjusted for any combinations, divisions, or similar
         recapitalizations affecting the capital stock after issuance) and all
         accrued and unpaid dividends thereon (collectively, the "Series B
         Liquidation Preference").

                                    (ii) If, upon any Liquidation, the assets of
         the Corporation available for distribution to its stockholders are
         insufficient to pay the holders of the Series B Preferred Stock the
         Series B Liquidation Preference in full, the holders of the Series B
         Preferred Stock shall share pro rata in any distribution of assets in
         proportion to the respective amounts which would be payable to the
         holders of the Series B Preferred Stock and any other class or series
         of capital stock of the Corporation ranking pari passu with the Series
         B Preferred Stock in respect of the shares held by them.

                                    (iii) After the distributions described in
         clause (a)(i) above have been paid, subject to the rights of any other
         class or series of capital stock of the Corporation that may from time
         to time come into existence, in the event of a Liquidation described in

                                       16

<PAGE>

         clause (i) or clause (iv) of Section 3(a) of Article I, the remaining
         assets of the Corporation available for distribution to stockholders
         shall be distributed among the holders of Common Stock, the holders of
         the Series B Preferred Stock, and the holders of any other class or
         series of capital stock of the Corporation entitled to share in such
         distribution pro rata based on the number of shares of Common Stock
         held by each, assuming conversion of any other class or series of
         capital stock of the Corporation convertible into shares of Common
         Stock.

                           (c) Non-Cash Distributions. If any distribution to be
         made pursuant to this Section 3 is to be paid other than in cash, the
         value of such distribution will be deemed its fair market value as
         determined in good faith by the Board of Directors. Any securities
         shall be valued as follows:

                                    (i) Securities not subject to investment
         letter or other similar restrictions on free marketability covered by
         clause (ii) below:

                                            (A) if traded on a securities
         exchange or through the Nasdaq National Market, the value shall be
         deemed to be the average of the closing prices of the securities on
         such quotation system over the thirty (30) trading day period ending
         three (3) days prior to the occurrence of the Liquidation;

                                            (B) if actively traded
         over-the-counter, the value shall be deemed to be the average of the
         closing bid or sale prices (whichever is applicable) over the thirty
         (30) trading day period ending three (3) trading days prior to the
         occurrence of the Liquidation; and

                                            (C) if there is no active public
         market, the value shall be the fair market value thereof, as determined
         by the Board of Directors, subject to the approval of holders of at
         least a majority of the then-outstanding shares of Series B Preferred
         Stock, as of the occurrence of the Liquidation.

                                    (ii) The method of valuation of securities
         subject to investment letter or other restrictions on free
         marketability (other than restrictions arising solely by virtue of a
         stockholder's status as an affiliate or former affiliate) shall be to
         effectuate an appropriate discount from the market value, as determined
         by clauses (i)(A), (B) or (C) of this Section 3(b), so as to reflect
         the approximate fair market value thereof, as determined by the Board
         of Directors, subject to the approval of holders of at least a majority
         of the then-outstanding shares of such Series B Preferred Stock, as of
         the occurrence of the Liquidation.

                           (d) Dispute as to Value of Non-Cash Distributions. If
         holders of at least a majority of the then-outstanding shares of Series
         B Preferred Stock do not approve the determination, pursuant to clauses
         (b)(i)(C) or (b)(ii) of this Section 3, of the Board of Directors as to
         valuation, the Corporation and the holders of at least a majority of

                                       17

<PAGE>

         the then-outstanding shares of Series B Preferred Stock shall mutually
         agree upon and appoint, as an appraiser, a nationally-recognized
         investment banking firm, which shall be commissioned to investigate the
         value of the property to be distributed and shall submit a notice of an
         appraisal of that value to the Corporation and each holder of Series B
         Preferred Stock within 30 days of such commission. The appraiser shall
         be instructed to determine such value without regard to income tax
         consequences to the recipient as a result of receiving consideration
         other than cash. The value determined by the appraiser shall be
         conclusive. If the appraised value varies by less than 7.5% from the
         value determined by the Board of Directors, the aggregate amount to be
         distributed shall be reduced by the expense of the appraisal process
         and if the appraised value varies by 7.5% or more from the value
         determined by the Corporation's Board of Directors, the expense of the
         appraisal process shall be borne by the Corporation.

                  4. Conversion Rights. The holders of the Series B Preferred
         Stock shall have conversion rights as follows (the "Series B Conversion
         Right"):

                           (a) Series B Conversion Price. The "Series B
         Conversion Price" shall, initially, be U.S.$1.70 per share and shall be
         subject to adjustment as set forth below in Section 4(e).

                           (b) Optional Conversion. Each share of Series B
         Preferred Stock shall be convertible, at the option of the holder
         thereof (subject to regulatory approvals), at any time after the second
         anniversary of the Series B Original Issue Date, at the office of the
         Corporation or any transfer agent for such stock, into such number of
         fully paid and non-assessable shares of Common Stock as is determined
         by dividing (x) the Series B Liquidation Preference of such share of
         Series B Preferred Stock (including any accrued but unpaid dividends
         thereon) by (y) the Series B Conversion Price (as defined above).

                           (c) Required Conversion. Notwithstanding the above,
         in the event that there shall occur any Merger Event (as defined in
         Article I), at the option of the Corporation or the holders of at least
         a majority of the then-outstanding shares of Series B Preferred Stock,
         and subject to applicable regulatory approvals, the outstanding shares
         of the Series B Preferred Stock shall, immediately prior to the
         consummation thereof, be converted into the same number of shares of
         Common Stock into which such shares are convertible pursuant to Section
         4(b) (a "Series B Required Conversion").

                           (d) Mechanics of Conversion. In order to exercise the
         Series B Conversion Right pursuant to Section 4(b), a holder of Series
         B Preferred Stock shall provide written notice to the Corporation,
         setting forth (i) such holder's intent to exercise the Series B
         Conversion Right, and (ii) the proposed date for such exercise (the
         "Series B Conversion Date"), which shall be between 10 and 30 days

                                       18

<PAGE>

         after the date of such notice. If a Merger Event occurs and, pursuant
         to Section 4(c), a Series B Required Conversion is elected by the
         Corporation or holders of at least a majority of the then-outstanding
         shares of Series B Preferred Stock, the Corporation shall notify in
         writing all holders of Series B Preferred Stock of such Series B
         Required Conversion and the date of such Merger Event shall be referred
         to as the "Series B Required Conversion Date". On the Series B
         Conversion Date or the Series B Required Conversion Date, as the case
         may be, (i) the holder (and in the case of a Series B Required
         Conversion, each holder) shall tender such holder's shares of Series B
         Preferred Stock to the Corporation for cancellation, free and clear of
         encumbrances of any type or nature, and (ii) the Corporation shall
         cause to be delivered to such holder, a number of shares of Common
         Stock as calculated pursuant to Section 4(b) above, free and clear of
         encumbrances of any type or nature. Each holder and the Corporation
         shall take all other necessary or appropriate actions in connection
         with or to effect such closing.

                           (e) Certain Adjustments.
                               -------------------

                                    (i) Sale of Shares Below Fair Market Value.
                                        --------------------------------------

                                    (A) Sale of Additional Shares. If at any
         time or from time to time after the Series B Original Issue Date, the
         Corporation issues or sells, or is deemed by the express provisions of
         this subsection 4(e)(i) to have issued or sold, Additional Shares of
         Common Stock (as defined in Article I), other than as a dividend or
         other distribution on any class of stock as provided in Section
         4(e)(ii) below, and other than a subdivision or combination of shares
         of Common Stock as provided in Section 4(e)(iii) below, for an
         Effective Price (as defined in Article I) that is less than the lower
         of (x) the Series B Conversion Price then in effect and (y) 75% of the
         Fair Market Value of a share of Common Stock (as defined in Article I)
         (the lower of (x) and (y) being the "Series B ADP Price"), then and in
         each such case, the then-existing Series B Conversion Price shall be
         reduced, as of the opening of business on the date of such issuance or
         sale, to a price determined by multiplying the Series B Conversion
         Price by a fraction (x) the numerator of which shall be (I) the number
         of shares of Common Stock deemed outstanding immediately prior to such
         issuance or sale, plus (II) the number of shares of Common Stock which
         the aggregate consideration received (as defined in clause (B) below)
         by the Corporation for the total number of Additional Shares of Common
         Stock so issued would purchase at the then-applicable Series B ADP
         Price, and (y) the denominator of which shall be the number of shares
         of Common Stock deemed outstanding immediately prior to such issue or
         sale plus the total number of Additional Shares of Common Stock so
         issued. For the purposes of the preceding sentence, the number of
         shares of Common Stock deemed to be outstanding as of a given date
         shall be the sum of (I) the number of shares of Common Stock actually
         outstanding and (II) the number of shares of Common Stock into which
         all then-outstanding shares of capital stock of the Corporation

                                       19

<PAGE>

         convertible into shares of Common Stock could be converted if fully
         converted on the day immediately preceding the given date. No
         adjustment shall be made to the Series B Conversion Price in an amount
         less than U.S.$0.01 per share. Any adjustment otherwise required by
         this Section 4(e)(i) that is not required to be made due to the
         preceding sentence shall be included in any subsequent adjustment to
         the Series B Conversion Price.

                                    (B) Consideration Received for Additional
         Shares. For the purpose of making any adjustment required under this
         Section 4(e)(i), the consideration received by the Corporation for any
         issue or sale of securities shall (x) to the extent it consists of
         cash, be computed at the net amount of cash received by the Corporation
         after deduction of any underwriting or similar commissions,
         compensation or concessions paid or allowed by the Corporation in
         connection with such issue or sale but without deduction of any
         expenses payable by the Corporation, and (y) to the extent it consists
         of property other than cash, be computed at the fair value of that
         property as determined, in good faith, by the Board of Directors. If
         Additional Shares of Common Stock, Convertible Securities (as defined
         in Article I) or rights, warrants or options to purchase either
         Additional Shares of Common Stock or Convertible Securities are issued
         or sold together with other stock or securities or other assets of the
         Corporation for a consideration which covers both, the consideration
         received by the Corporation for such issuance or sale of Additional
         Shares of Common Stock, Convertible Securities or rights, warrants or
         options to purchase either Additional Shares of Common Stock or
         Convertible Securities shall be computed as the portion of the
         consideration so received that may be reasonably determined, in good
         faith, by the Board of Directors to be allocable to such Additional
         Shares of Common Stock, Convertible Securities or rights, warrants or
         options and shall be reasonably agreed to by holders of at least a
         majority of the Series B Preferred Stock; provided, that in the event
         the Corporation and the holders of at least a majority of the Series B
         Preferred Stock do not agree on the value of such consideration, the
         parties shall jointly appoint an independent third party to determine
         such value pursuant to the procedure set forth in Section 3(d) of this
         Series B Designation.

                                    (C) Securities Convertible, Exchangeable and
         Exercisable for Common Stock. For the purpose of the adjustment
         required under this Section 4(e)(i), if the Corporation issues or sells
         (i) Convertible Securities, or (ii) rights, warrants or options for the
         purchase of Additional Shares of Common Stock or Convertible Securities
         and if the Effective Price of such Additional Shares of Common Stock is
         less than the then-applicable Series B ADP Price, in each case the
         Corporation shall be deemed to have issued at the time of the issuance
         of such rights, warrants or options or Convertible Securities the
         maximum number of Additional Shares of Common Stock issuable upon
         exercise, exchange, or conversion thereof and to have received as
         consideration for the issuance of such shares an amount equal to the
         total amount of the consideration, if any, received by the Corporation
         for the issuance of such rights, warrants or options or Convertible

                                       20

<PAGE>

         Securities, (A) plus, in the case of such rights, warrants or options,
         the minimum amounts of consideration, if any, payable to the
         Corporation upon the exercise of such rights, warrants or options
         (without respect to any "cashless" exercise provision), (B) plus, in
         the case of Convertible Securities, the minimum amounts of
         consideration, if any, payable to the Corporation (other than by
         cancellation of liabilities or obligations evidenced by such
         Convertible Securities) upon the conversion or exchange thereof;
         provided, that if in the case of Convertible Securities the minimum
         amounts of such consideration cannot be ascertained, but are a function
         of anti-dilution or similar protective clauses, the Corporation shall
         be deemed to have received the minimum amounts of consideration without
         reference to such clauses; provided further, that if the minimum amount
         of consideration payable to the Corporation upon the exercise, exchange
         or conversion of rights, warrants, options or Convertible Securities is
         reduced over time or on the occurrence or non-occurrence of specified
         events (other than by reason of anti-dilution adjustments), the
         Effective Price shall be recalculated using the figure to which such
         minimum amount of consideration is reduced; provided further, that if
         the minimum amount of consideration payable to the Corporation upon the
         exercise, exchange or conversion of such rights, warrants, options or
         Convertible Securities is subsequently increased, the Effective Price
         shall be again recalculated using the increased minimum amount of
         consideration payable to the Corporation upon the exercise, exchange or
         conversion of such rights, warrants, options or Convertible Securities.
         No further adjustment of the Series B Conversion Price, as adjusted
         upon the issuance of such rights, options or Convertible Securities,
         shall be made as a result of the actual issuance of Additional Shares
         of Common Stock on the exercise of any such rights, warrants, options
         or the conversion or exchange of any such Convertible Securities. If
         any such rights, warrants or options or the conversion or exchange
         privilege represented by any such Convertible Securities shall expire
         without having been exercised, the Series B Conversion Price as
         adjusted upon the issuance of such rights, warrants, options or
         Convertible Securities shall be readjusted to the Series B Conversion
         Price which would have been in effect had an adjustment been made on
         the basis that the only Additional Shares of Common Stock so issued
         were the Additional Shares of Common Stock, if any, actually issued or
         sold on the exercise of such rights, warrants or options or rights of
         conversion or exchange of such Convertible Securities, and such
         Additional Shares of Common Stock, if any, were issued or sold for the
         consideration actually received by the Corporation upon such exercise,
         plus the consideration, if any, actually received by the Corporation
         for the granting of all such rights, warrants or options, whether or
         not exercised, plus the consideration received for issuing or selling
         the Convertible Securities actually converted or exchanged, plus the
         consideration, if any, actually received by the Corporation (other than
         by cancellation of liabilities or obligations evidenced by such
         Convertible Securities) upon the conversion or exchange of such
         Convertible Securities; provided, that such readjustment shall not
         apply to prior conversions of Series B Preferred Stock.

                                       21

<PAGE>

                                    (ii) Adjustment for Common Stock Dividends
         and Distributions. If, at any time after the Series B Original Issue
         Date, the Corporation makes, or fixes a record date for the
         determination of holders of Common Stock entitled to receive, a
         dividend or other distribution payable in additional shares of Common
         Stock, in each such event the Series B Conversion Price that is then in
         effect shall be decreased as of the time of such issuance or, in the
         event such record date is fixed, as of the close of business on such
         record date, by multiplying the Series B Conversion Price then in
         effect by a fraction (x) the numerator of which is the total number of
         shares of Common Stock issued and outstanding immediately prior to the
         time of such issuance or the close of business on such record date, and
         (y) the denominator of which is the total number of shares of Common
         Stock issued and outstanding immediately prior to the time of such
         issuance or the close of business on such record date plus the number
         of shares of Common Stock issuable in payment of such dividend or
         distribution; provided, that if such record date is fixed and such
         dividend is not fully paid or if such distribution is not fully made on
         the date fixed therefor, the Series B Conversion Price shall be
         recomputed accordingly as of the close of business on such record date
         and thereafter the Series B Conversion Price shall be adjusted pursuant
         to this Section 4(e)(ii) to reflect the actual payment of such dividend
         or distribution.

                                    (iii) Adjustments for Stock Splits, Stock
         Subdivisions and Combinations. If, at any time after the Series B
         Original Issue Date, the Corporation subdivides or combines the Common
         Stock, (A) in the case of a subdivision (including a stock split), the
         Series B Conversion Price in effect immediately prior to such event
         shall be proportionately decreased and the number of shares of Common
         Stock purchasable thereunder shall be proportionately increased, and
         (B) in the case of a combination (including a reverse stock split), the
         Series B Conversion Price in effect immediately prior to such event
         shall be proportionately increased and the number of shares of Common
         Stock purchasable thereunder shall be proportionately decreased. Any
         adjustment under this Section 4(e)(iii) shall become effective at the
         close of business on the date the subdivision or combination becomes
         effective.

                                    (iv) Adjustments for Reclassification,
         Reorganization and Consolidation. In case of (A) any reclassification,
         reorganization, change, exchange or conversion of securities of the
         class issuable upon conversion of the Series B Preferred Stock (other
         than a change in par value, or from par value to no par value) into
         other shares or securities of the Corporation, or (B) any merger or
         consolidation of the Corporation with or into another entity (other
         than a merger or consolidation with another entity in which the
         Corporation is the acquiring and the surviving entity and that does not
         result in any reclassification or change of outstanding securities
         issuable upon conversion of the Series B Preferred Stock), or (C) any
         sale of all or substantially all the assets of the Corporation, each
         holder of shares of Series B Preferred Stock shall have the right to
         receive, in lieu of the shares of Common Stock otherwise issuable upon

                                       22

<PAGE>

         the conversion of its shares of Series B Preferred Stock and
         accumulated and unpaid dividends then-outstanding thereunder, the kind
         and amount of shares of stock and other securities, money and property
         receivable upon such reclassification, reorganization, change, merger,
         consolidation or conversion by a holder of the maximum number of shares
         of Common Stock into which such shares of Series B Preferred Stock
         could have been converted immediately prior to such reclassification,
         reorganization, change, merger, consolidation or conversion, all
         subject to further adjustment as provided herein or with respect to
         such other securities or property by the terms thereof. The provisions
         of this clause (iv) shall similarly attach to successive
         reclassifications, reorganizations, changes, and conversions.

                  5. Other Distributions. In the event the Corporation provides
         the holders of its Common Stock with consideration that is not
         otherwise addressed in Section 4 of this Series B Designation
         (including, without limitation, declaring a distribution payable in
         securities of other persons, providing evidences of indebtedness issued
         by the Corporation or other persons, assets, cash (excluding cash
         dividends declared out of retained earnings)), then, in each such case,
         the holders of the Series B Preferred Stock shall be entitled to a pro
         rata 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 B Preferred Stock would be convertible as of the
         record date fixed for the determination of the holders of Common Stock
         of the Corporation entitled to receive such distribution.

                  6. Recapitalizations. If at any time there occurs a
         recapitalization of the Common Stock (other than a subdivision,
         combination, or merger or sale of assets provided for in Section 4 of
         this Series B Designation), the holders of the Series B Preferred Stock
         shall be entitled to receive upon conversion of the Series B Preferred
         Stock the number of shares of capital stock or other securities or
         property of the Corporation or otherwise, to which a holder of the
         Common Stock deliverable upon conversion would have been entitled on
         such recapitalization. In any such case, appropriate adjustment shall
         be made in the application of the provisions of Section 4 with respect
         to the rights of the holders of the Series B Preferred Stock after the
         recapitalization to the end that the provisions of Section 4 (including
         adjustment of the Series B Conversion Price then in effect and the
         number of shares purchasable upon conversion of the Series B Preferred
         Stock) shall be applicable after that event as nearly equivalent as may
         be practicable.



                                       23

<PAGE>

                  7. No Impairment. The Corporation shall not, by amendment of
         the Certificate of Incorporation or through any reorganization,
         recapitalization, 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 carrying out of all the
         provisions of this Certificate of Incorporation relating to the Series
         B Preferred Stock and in the taking of all such action as may be
         necessary or appropriate in order to protect the Series B Conversion
         Right against impairment.

                  8. No Fractional Shares and Certificate as to Adjustments.
                     ------------------------------------------------------

                           (a) No fractional shares shall be issued upon the
         conversion of any share or shares of the Series B Preferred Stock, and
         the number of shares of Common Stock to be issued shall be rounded to
         the nearest whole share. Such rounding shall be determined on the basis
         of the aggregate number of shares of Series B Preferred Stock each
         holder is at the time converting into Common Stock and the aggregate
         number of shares of Common Stock issuable to each such holder upon such
         conversion.

                           (b) Upon the occurrence of each adjustment or
         readjustment of the Series B Conversion Price pursuant to Section 4 of
         this Series B Designation, the Corporation, at its expense, shall
         promptly compute such adjustment or readjustment in accordance with the
         terms hereof and prepare and furnish to each holder of shares of Series
         B 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, upon the written
         request at any time of any holder of Series B Preferred Stock, furnish
         or cause to be furnished to such holder a like certificate setting
         forth (i) such adjustment or readjustment, (ii) the Series B Conversion
         Price at the time in effect, and (iii) 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 B Preferred Stock.

                  9. 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 purposes
         of effecting the conversion of the shares of the Series B Preferred
         Stock or paying any dividends contemplated by the second provision of
         Section 2(c) of this Series B Designation, such number of its shares of
         Common Stock that shall from time to time be sufficient to effect the
         conversion of all outstanding shares of the Series B Preferred Stock;
         and if at any time the number of authorized but unissued shares of
         Common Stock not otherwise reserved for issuance shall not be
         sufficient to effect the conversion of all then outstanding shares of
         the Series B Preferred Stock, the Corporation shall take such corporate
         action that may, in the opinion of its counsel, be necessary to

                                       24

<PAGE>

         increase its authorized but unissued shares of Common Stock to such
         number of shares as shall be sufficient for such purposes, including
         without limitation, engaging in best efforts to obtain the requisite
         stockholder approval of any necessary amendment to its Articles of
         Incorporation.

                  10. Notices.
                      -------

                           (a) Any notice required by the provisions hereof to
         be given to the holders of shares of Series B Preferred Stock shall be
         given in writing and shall be deemed to have been given on the date of
         service if served personally on the party to whom notice is to be
         given, or on the date of transmittal of services by facsimile
         transmission to the party to whom notice is to be given, and addressed
         to each holder of record at his address appearing on the books of the
         Corporation.

                           (b) In case at any time:

                                    (i) the Corporation shall declare any
         dividend upon any of its Junior Securities payable in cash or stock or
         make any other distribution to the holders of any of its Junior
         Securities;

                                    (ii) the Corporation shall offer for
         subscription pro rata to the holders of its Common Stock any additional
         shares of stock of any class or other rights;

                                    (iii) there shall be any capital
         reorganization or reclassification of the capital stock of the
         Corporation, or a consolidation or merger of the Corporation with, or a
         sale of all or substantially all its assets to, another entity; or

                                    (iv) there shall be a voluntary or
         involuntary Liquidation of the Corporation;

         then, in any one or more of said cases, the Corporation shall give, by
         first class mail, postage prepaid, return receipt requested, addressed
         to each holder of any shares of Series B Preferred Stock at the address
         of such holder as shown on the books of the Corporation, (A) at least
         30 days' prior written notice of the date on which the books of the
         Corporation shall close or a record shall be taken for such dividend,
         distribution or subscription rights or for determining rights to vote
         in respect of any such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up, and (B) in the
         case of any such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up, at least 30 days'
         prior written notice of the date when the same shall take place. Such
         notice in accordance with the foregoing clause (A) shall also specify,
         in the case of any such dividend, distribution or subscription rights,
         the date on which the holders of Junior Securities (or in the case of
         subscription rights, Common Stock) shall be entitled thereto, and such

                                       25

<PAGE>

         notice in accordance with the foregoing clause (B) shall also specify
         the date on which the holders of Common Stock shall be entitled to
         exchange their Common Stock for securities or other property
         deliverable upon such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding up, as the case may
         be.

                  11. Voting Rights. Subject to Section 12 of this Series B
         Designation, holders of Series B Preferred Stock shall not be entitled
         to vote, including with respect to the election of directors of the
         Corporation.

                  12. Protective Provisions. Subject to the rights of any series
         of preferred stock that may from time to time come into existence, so
         long as any shares of Series B Preferred Stock are outstanding, the
         Corporation shall not without first obtaining the approval (by vote or
         written consent, as provided by law) of the holders of at least a
         majority of the then-outstanding shares of Series B Preferred Stock,
         voting separately as a series:

                           (a) amend its Certificate of Incorporation so as to
         affect adversely the shares of Series B Preferred Stock or any holder
         thereof (including by creating any additional classes or series of
         Senior and/or Parity Stock);

                           (b) change the rights of the holders of the Series B
         Preferred Stock in any other respect;

                           (c) authorize, create, designate or issue of any
         additional equity securities of the Corporation having any rights that
         are senior or pari passu to the Series B Preferred Stock with respect
         to liquidation preference or rights to dividends or distributions; or

                           (d) issue authorized but unissued shares of Series B
         Preferred Stock after the Series B Original Issue Date, other than as
         required by the terms of this Series B Designation.

                  13. Status of Converted Stock. In the event any shares of
         Series B Preferred Stock shall be converted pursuant to Section 4 of
         this Series B Designation, the shares so converted shall be canceled
         and shall not be reissuable by the Corporation. The Certificate of
         Incorporation shall be appropriately amended to effect the
         corresponding reduction in the Corporation's authorized capital stock.



                                       26

<PAGE>

                                   ARTICLE III

                     DESIGNATION OF SERIES C PREFERRED STOCK

                  1. Rank.
                     ----

                           (a) 1,117 shares of the preferred stock of the
         Corporation shall be designated and known as the "Series C Preferred
         Stock". Such number of shares may not be increased or decreased without
         obtaining the consent of a majority in interest of the holders of the
         then-outstanding shares of Series C Preferred Stock; provided, that no
         decrease shall reduce the number of shares of Series C Preferred Stock
         to a number less than the number of shares then outstanding plus the
         number of such shares issuable upon exercise of outstanding rights,
         options or warrants or upon conversion of outstanding securities issued
         by the Corporation.

                           (b) The Series C Preferred Stock shall rank (i)
         junior to the Common Stock and all other classes or series of the
         capital stock of the Corporation (now or hereafter authorized or
         issued), with respect to the payment of any dividends and (ii) pari
         pasu with the Common Stock, and junior to all other classes or series
         of the capital stock of the Corporation (now or hereafter authorized or
         issued), with respect to any payment upon liquidation.

                  2. Dividends. The Series C Preferred Stock shall not bear a
         dividend.

                  3. Liquidation. In the event of a Liquidation described in
         clause (i) or clause (iv) of Section 3(a) of Article I, whether
         voluntary or involuntary, the holders of Series C Preferred Stock shall
         have the right to receive, pari passu with the holders of the Common
         Stock and subject to the rights of the holders of any other senior
         class or series of capital stock of the Corporation, the assets of the
         Corporation in proportion to the number of shares of Common Stock held
         by each such holder (assuming, for such purposes, the holders of Series
         C Preferred Stock are deemed to hold that number of shares of Common
         Stock equal to the number of shares of Common Stock into which such
         shares of Series C Preferred Stock are then convertible).

                  4. Conversion Rights. The holders of the Series C Preferred
         Stock shall have conversion rights as follows (the "Series C Conversion
         Right"):

                           (a) Series C Conversion Ratio. The "Series C
         Conversion Ratio" shall, initially, be 1000 shares of Common Stock for
         each share of Series C Preferred Stock and shall be subject to
         adjustment as set forth below in Section 4(e).

                           (b) Optional Conversion. Each share of Series C
         Preferred Stock shall be convertible, at the option of the holder
         thereof (subject to regulatory approvals), at any time after the second

                                       27

<PAGE>

         anniversary of the Series C Original Issue Date (as defined below), at
         the office of the Corporation or any transfer agent for such stock,
         into such number of fully paid and non-assessable shares of Common
         Stock as is determined by applying the Series C Conversion Ratio (as
         defined above) then in effect.

                           (c) Required Conversion. Notwithstanding the above,
         in the event that there shall occur any Merger Event (as defined in
         Article I), at the option of the Corporation or the holders of at least
         a majority of the then-outstanding shares of Series C Preferred Stock,
         and subject to applicable regulatory approvals, the outstanding shares
         of the Series C Preferred Stock shall, immediately prior to the
         consummation thereof, be converted into the same number of shares of
         Common Stock into which such shares are convertible pursuant to Section
         4(b) (a "Series C Required Conversion").

                           (d) Mechanics of Conversion. In order to exercise the
         Series C Conversion Right pursuant to Section 4(b), a holder of Series
         C Preferred Stock shall provide written notice to the Corporation,
         setting forth (i) such holder's intent to exercise the Series C
         Conversion Right, and (ii) the proposed date for such exercise (the
         "Series C Conversion Date"), which shall be between 10 and 30 days
         after the date of such notice. If a Merger Event occurs and, pursuant
         to Section 4(c), a Series C Required Conversion is elected by the
         Corporation or holders of at least a majority of the then-outstanding
         shares of Series C Preferred Stock, the Corporation shall notify in
         writing all holders of Series C Preferred Stock of such Series C
         Required Conversion and the date of such Merger Event shall be referred
         to as the "Series C Required Conversion Date". On the Series C
         Conversion Date or the Series C Required Conversion Date, as the case
         may be, (i) the holder (and in the case of a Series C Required
         Conversion, each holder) shall tender such holder's shares of Series C
         Preferred Stock to the Corporation for cancellation, free and clear of
         encumbrances of any type or nature, and (ii) the Corporation shall
         cause to be delivered to such holder, a number of shares of Common
         Stock as calculated pursuant to Section 4(b) above, free and clear of
         encumbrances of any type or nature. Each holder and the Corporation
         shall take all other necessary or appropriate actions in connection
         with or to effect such closing.

                           (e) Certain Adjustments.
                               -------------------

                                    (i) Adjustments for Stock Splits, Stock
         Subdivisions and Combinations. If at any time or from time to time
         after the date that the first share of Series C Preferred Stock is
         issued (the "Series C Original Issue Date"), the Corporation subdivides
         or combines the Common Stock, (A) in the case of a subdivision
         (including a stock split), the Series C Conversion Ratio in effect
         immediately prior to such event shall be proportionately increased and

                                       28

<PAGE>

         the number of shares of Common Stock purchasable thereunder shall be
         proportionately increased, and (B) in the case of a combination
         (including a reverse stock split), the Series C Conversion Ratio in
         effect immediately prior to such event shall be proportionately
         decreased and the number of shares of Common Stock purchasable
         thereunder shall be proportionately decreased. Any adjustment under
         this Section 4(e)(i) shall become effective at the close of business on
         the date the subdivision or combination becomes effective.

                                    (ii) Adjustments for Reclassification,
         Reorganization and Consolidation. In case of (A) any reclassification,
         reorganization, change, exchange or conversion of securities of the
         class issuable upon conversion of the Series C Preferred Stock (other
         than a change in par value, or from par value to no par value) into
         other shares or securities of the Corporation, or (B) any merger or
         consolidation of the Corporation with or into another entity (other
         than a merger or consolidation with another entity in which the
         Corporation is the acquiring and the surviving entity and that does not
         result in any reclassification or change of outstanding securities
         issuable upon conversion of the Series C Preferred Stock), or (C) any
         sale of all or substantially all the assets of the Corporation, each
         holder of shares of Series C Preferred Stock shall have the right to
         receive, in lieu of the shares of Common Stock otherwise issuable upon
         the conversion of its shares of Series C Preferred Stock and
         accumulated and unpaid dividends then-outstanding thereunder, the kind
         and amount of shares of stock and other securities, money and property
         receivable upon such reclassification, reorganization, change, merger,
         consolidation or conversion by a holder of the maximum number of shares
         of Common Stock into which such shares of Series C Preferred Stock
         could have been converted immediately prior to such reclassification,
         reorganization, change, merger, consolidation or conversion, all
         subject to further adjustment as provided herein or with respect to
         such other securities or property by the terms thereof. The provisions
         of this clause (ii) shall similarly attach to successive
         reclassifications, reorganizations, changes, and conversions.

                  5. Voting. Except as required by law, the holders of Series C
         Preferred Stock shall not be entitled to vote on matters submitted to
         the holders of the Common Stock or any other class of capital stock of
         the Corporation.

                            (signature page follows)








                                       29

<PAGE>

                IN WITNESS WHEREOF, said GlycoGenesys, Inc. has caused this
Certificate of Designations, Preferences and Rights of Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock to be signed by Bradley J.
Carver, its President, and John W. Burns, its Secretary, this 18th day of
December, 2002.


                                       GLYCOGENESYS, INC.


                                       By:     /s/ Bradley J. Carver
                                           -------------------------------------
                                            Name:  Bradley J. Carver
                                            Title:  President






                                       By:     /s/ John W. Burns
                                           -------------------------------------
                                            Name:  John W. Burns
                                            Title:  Secretary



State of Massachusetts

County of Suffolk


         I, Richard A. Gallant, a notary public, do hereby certify and attest
that the attached document is a true and exact copy of the Certificate of
Designations, Preferences, and Rights of Series A Preferred Stock, Series B
Preferred Stock, and Series C Preferred Stock of the Company and that on this
18th day of December, 2002, personally appeared before me, Bradley J. Carver and
John W. Burns, who being by me first duly sworn, declared that they are the
President and Secretary of the Company, respectively, that they signed the
foregoing document as President and Secretary, of the Company, and that the
statements therein contained are true.


                                       /s/ Richard A. Gallant
                                       -----------------------------------------
                                       Notary Public

                                                                 (Notarial Seal)


My commission expires November 21, 2008
                     ------------------