EXHIBIT 4.1
                          PRINCETON MEDIA GROUP, INC.

              DESIGNATION OF SERIES D AND SERIES E PREFERRED SHARES

      
                            SERIES D PREFERRED SHARES

      The fourth series of Preferred Shares of the Corporation shall consist of
1,500 shares and no more and shall be designated as the Series D Preferred
Shares (the "Series D Preferred Shares" or the "Series D Shares") and in
addition to the preferences, rights, privileges, restrictions and conditions
attaching to all the Preferred Shares as a class, the rights, privileges,
restrictions and conditions attaching to the Series D Shares shall be as
follows:

Part 1 - Voting and Pre-emptive Rights.

1.1   The holders of the Series D Preferred Shares shall be entitled as such to
receive notice of and attend all meetings of shareholders of the Corporation and
shall have four thousand (4,000) votes per share of Series D Preferred stock at
all such meetings.

1.2   The Series D Shares shall not give their holders any pre-emptive rights to
acquire any other securities issued by the Corporation at any time in the
future.

Part 2 - Liquidation Rights.

2.1.  If the Corporation shall be voluntarily or involuntarily liquidated,
dissolved or wound up, at any times when any Series D Shares shall be
outstanding, then after provision for the outstanding Series A and C Preferred
Shares, if any, the holders of the then outstanding Series D Shares shall have a
preference in distribution of the Corporation's remaining property available for
distribution equal to $1,350 consideration per Series D Share, together with an
amount equal to all unpaid dividends accrued thereon, if any, to the date of
payment of such distribution, whether or not declared by the Board: provided,
however, that the amalgamation of the Corporation with any Corporation or
corporations, the sale or transfer by the Corporation of all or subsequently all
of its property, or any reduction of the authorized or issued capital of the
Corporation of any class, whether now or hereafter authorized, shall be deemed
to be a liquidation of the Corporation within the meaning of any of the
provisions of this Part 2.

2.2.  Subject to the provisions of Part 6 hereof, all amounts to be paid as
preferential distributions to the holders of Series D Shares as provided in this
Part 2 shall be paid or set apart for payment after the payment or setting apart
for payment of any amount for, or the distribution of any of the Corporation's
property to the holders of Series A and C Preferred Shares, and before the
payment or the setting apart for payment of any amount for, or the distribution
of any of the Corporation's property to the holders of Common Shares, whether
now or hereafter authorized, in connection with such liquidation, dissolution or
winding up.

Part 3 - Dividends.

3.1.  Holders of record of Series D Shares, out of funds legally available
therefor and to the extent permitted by law, shall be entitled to receive
dividends on their Series D Shares, which dividends shall accrue at the rate per
share of 8% per annum of consideration paid for each Series D Shares ($80.00 per
share per year for each full year) commencing on the date of the issuance
thereof, payable, at the option of the Corporation, (i) in cash or (ii) by the
issuance of that number of whole Common Shares computed by dividing the amount
of the dividend by the market price applicable to such dividend.

3.2.  For the purposes of this Part 3 and Part 4 hereof, "market price" means
the average of the daily closing prices of Common Shares for a period of 5
consecutive trading days ending on the date on which any dividend becomes
payable or of any notice of redemption, as the case may be.  The closing price
for each trading day shall be (i) for any period during which the Common Shares
shall be listed for trading on a national securities exchange, the last reported
bid price per share of Common Shares as reported by the primary stock exchange,
or the Nasdaq Stock Market, if the Common Shares are quoted on the Nasdaq Stock
Market or (ii) if last sales price information is not available, the average
closing bid-price of Common Shares as reported by the Nasdaq Stock Market, or if
not so listed or reported, then as reported by National Quotation Bureau,
Incorporated, or (iii) in the event neither clause (i) nor (ii) is applicable,
the average of the closing bid and asked prices as furnished by any member of
the National Association of Securities Dealers, Inc., selected from time to time
by the Corporation for that purpose.

3.3.  Dividends on Series D Shares shall be cumulative, and no dividends or
other distributions shall be paid or declared and set aside for payment on the
Common Shares until full cumulative dividends on all outstanding Series D Shares
shall have been paid or declared and set aside for payment.  

3.4.  Dividends shall be payable in arrears, at the rate of $20.00 per share for
each full calendar quarter on each February 28, May 31, August 31 and November
30 of each calendar year, to the holders of record of the Series D Shares as
they appear in the securities register of the Corporation on such record dates
not more than 60 nor less than 10 days preceding the payment dates thereof, as
shall be fixed by the Board. 

3.5.  If, in any quarter, insufficient funds are available to pay such dividends
as are then due and payable with respect to the Series D Shares and all other
classes and series in the capital of the Corporation ranking superior to or in
parity therewith (or such payment is otherwise prohibited by provisions of the
BCA), such funds as are legally available to pay such dividends shall be paid or
Common Shares will be issued as stock dividends to the holders of Series D
Shares and to the holders of any other series of Preferred Share then
outstanding as provided in Part 6 hereof, in accordance with the rights of each
such holder, and the balance of accrued but undeclared and/or unpaid dividends,
if any, shall be declared and paid on the next succeeding dividend date to the
extent that funds are then legally available for such purpose.

Part 4 - Redemption.

4.1.  At any time, and from time to time, on and after 145 days from the date of
the issuance of any Series D Shares, the Corporation may, at its sole option,
but shall not be obligated to, redeem, in whole or in part, the then outstanding
Series D Shares at a price per share of U.S. $1,350 each (the "Redemption
Price") (such price to be adjusted proportionately in the event of any change of
the Series D Shares into a different number of Shares).

4.2.  Five (5) days prior to any date stipulated by the Corporation for
the redemption of Series D Shares (the "Redemption Date"), written notice (the
"Redemption Notice") shall be mailed to each holder of record on such notice
date of the Series D Shares.  The Redemption Notice shall state (i) the
Redemption Date of such Shares (ii) the number of Series D Shares to be redeemed
from the holder to whom the Redemption Notice is addressed (iii) instructions
for surrender to the Corporation, in the manner and at the place designated of a
share certificate or share certificates representing the number of Series D
Shares to be redeemed from such holder and (iv) instructions as to how to
specify to the Corporation the number of Series D Shares to be redeemed as
provided in this Part 4 and the number of shares to be converted into Common
Shares as provided in Part 5 hereof.

4.3.  Upon receipt of the Redemption Notice, any Eligible Holder (as defined in
Section 5.2 hereof) shall have the option, at its sole election, to specify what
portion of its Series D Shares called for redemption in the Redemption Notice
shall be redeemed as provided in this Part 4 or converted into Common Shares in
the manner provided in Part 5 hereof.

4.4.  On or before the Redemption Date in respect of any Series D Shares, each
holder of such shares shall surrender the required certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Redemption Notice, and upon the Redemption Date, the
Redemption Price for such shares shall be made payable, in the manner provided
in Section 5.5 hereof, to the order of the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered share
certificate shall be canceled and retired.  If a share certificate is
surrendered and all the shares evidenced thereby are not being redeemed (as
described below), the Corporation shall cause the Series D Shares which are not
being redeemed to be registered in the names of the persons whose names appear
as the owners on the respective surrendered share certificates and deliver such
certificate to such person.

4.5.  On the Redemption Date in respect of any Series D Shares or prior thereto,
the Corporation shall deposit with any bank or trust company having a capital
and surplus of at least U.S. $50,000,000, as a trust fund, a sum equal to the
aggregate Redemption Price of all such shares called for redemption (less the
aggregate Redemption Price for those Series D Shares in respect of which the
Corporation has received notice from the Eligible Holder thereof of its election
to convert Series D Shares into Common Shares), with irrevocable instructions
and authority to the bank or trust company to pay, on or after the Redemption
Date, the Redemption Price to the respective holders upon the surrender of their
share certificates.  The deposit shall constitute full payment for the shares to
their holders, and from and after the date of the deposit the redeemed shares
shall be deemed to be no longer outstanding, and holders thereof shall cease to
be shareholders with respect to such shares and shall have no rights with
respect thereto except the rights to receive from the bank or trust company
payments of the Redemption Price of the shares, without interest, upon surrender
of their certificates thereof.  Any funds so deposited and unclaimed at the end
of one year following the Redemption Date shall be released or repaid to the
Corporation, after which the former holders of shares called for redemption
shall be entitled to receive payment of the Redemption Price in respect of their
shares only from the Corporation.

Part 5 - Conversion.

5.1.  For the purposes of conversion, the Series D Shares shall be valued at
$1000 per share ("Value"), and, if converted, the Series D Shares shall be
converted into such number of Common Shares (the "Conversion Shares") as is
obtained by dividing the aggregate Value of the shares of Series D Shares being
so converted, together with all accrued but unpaid dividends thereon, by the
"Average Stock Price" per share of the Conversion Shares (the "Conversion
Price"), subject to adjustment pursuant to the provisions of this Part 5.  For
purposes of this Part 5, the "Average Stock Price" means the lesser of (x) .80
of the daily closing bid prices of Common Shares for the 5 consecutive trading
days immediately preceding the date of subscription by the Purchaser or (y) .65
of the average daily closing bid prices of Common Shares for the period of 5
consecutive trading days immediately preceding the date of the conversion of the
Series D Shares in respect of which such Average Stock Price is determined,
provided, however, that if any combination or split of the Common Shares occurs
during the 5 days being used for the foregoing calculation, then the prices
prior to such event shall be adjusted accordingly.  The closing price for each
trading day shall be determined as provided in the last sentence of Section 3.2.

5.2.  Any holder of Series D Shares (an "Eligible Holder") may at any time
commencing 45 days after the issuance of any Series D Shares convert up to 100%
of his holdings of Series D Shares in accordance with this part 5.

5.3.  The conversion right granted by Section 5.2 hereof may be exercised only
by an Eligible Holder of Series D Shares, in whole or in part, by the surrender
of the share certificate or share certificates representing the Series D Shares
to be converted at the principal office of the Corporation (or at such other
place as the Corporation may designate in a written notice sent to the holder by
first-class mail, postage prepaid, at its address shown on the books of the
Corporation) against delivery of that number of whole Common Shares as shall be
computed by dividing (1) the aggregate Value of the Series D Shares so
surrendered plus any accrued but unpaid dividends thereon, if any, by (2) the
Conversion Price in effect at the date of the conversion.  At the time of
conversion of a Series D Shares, the Corporation shall pay in cash to the holder
thereof an amount equal to all unpaid dividends, if any, accrued thereon to the
date of conversion, or, at the Corporation's option, issue that number of whole
Common Shares which is equal to the product of dividing the amount of such
unpaid dividends by the Average Stock Price whether or not declared by the
Board.  Each Series D Share certificate surrendered for conversion shall be
endorsed by its holder.  In the event of any exercise of the conversion right of
the Series D Shares granted herein (i) share certificates representing the
Common Shares purchased by virtue of such exercise shall be delivered to such
holder within 3 days of notice of conversion, and (ii) unless the Series D
Shares has been fully converted, a new share certificate representing the Series
D Shares not so converted, if any, shall also be delivered to such holder within
3 days of notice of conversion.  Any Eligible Holder may exercise its right to
convert the Series D Shares by telecopying an executed and completed Notice of
Conversion to the Corporation, and within 72 hours thereafter, delivering the
original Notice of Conversion and the certificate representing the Series D
Shares to the Corporation by express courier.  Each date on which a Notice of
Conversion is telecopied to and received by the Corporation in accordance with
the provisions hereof shall be deemed a conversion date.  The Corporation will
transmit the Common Shares certificates issuable upon conversion of any Series D
Shares (together with the certificates representing the Series D Shares not so
converted) to the Eligible Holder via express courier within three business days
after the conversion date if the Corporation has received the original Notice of
Conversion and Series D Shares certificate being so converted by such date.

5.4.  All Common Shares which may be issued upon conversion of Series D Shares
will, upon issuance, be duly issued, fully paid and nonaccessible and free from
all taxes, liens, and charges with respect to the issue thereof.  At all times
that any Series D Shares are outstanding, the Corporation shall have authorized,
and shall have reserved for the purpose of issuance upon such conversion, a
sufficient number of Common Shares to provide for the conversion into Common
Shares of all Series D Shares then outstanding at the then effective Conversion
Price.  Without limiting the generality of the foregoing, if, at any time, the
Conversion Price is decreased, the number of Common Shares authorized and
reserved for issuance upon the conversion of the Series D Shares shall be
proportionately increased.

5.5.  The number of Common Shares issued upon conversion of Series D Shares and
the Conversion Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

      5.5.1.      Change of Designation of the Common Shares or the rights,
      privileges, restrictions and conditions in respect of the Common Shares or
      division of the Common Shares into Series.  In the case of any amendment
      to the Articles to change the designation of the Common Shares or the
      rights, privileges, restrictions or conditions in respect of the Common
      Shares or division of the Common Shares into series the rights of the
      holders of the Series D Shares shall be adjusted so as to provide that
      upon conversion thereof the holder of the Series D Shares being converted
      shall procure, in lieu of each Common Share theretofore issuable upon such
      conversion, the kind and amount of shares, other securities, money and
      property receivable upon such designation, change or division by the
      holder of one Common Share issuable upon such conversion had conversion
      occurred immediately prior to such designation, change or division.  The
      Series D Shares shall be deemed thereafter to provide for adjustments
      which shall be as nearly equivalent as may be practicable to the
      adjustments provided for in this Part 5.  The provisions of this
      subsection 5.5.1. shall apply in the same manner to successive
      reclassifications, changes, consolidations and mergers.
      
      5.5.2.      If the Corporation, at any time while any of the Series D
      Shares are outstanding, shall pay a dividend on its Common Shares payable
      in Common Shares, the Conversion Price shall be adjusted, as of the date
      the Corporation shall take a record of the holders of its Common Shares
      for the purpose of receiving such dividend, (or if no such record is
      taken, as of the date of payment of such dividend), to that price
      determined by multiplying the Conversion Price therefor in effect by a
      fraction (1) the numerator of which shall be the total number of Common
      Shares outstanding immediately prior to such dividend, and (2) the
      denominator of which shall be the total number of Common Shares
      outstanding immediately after such dividend, (plus in the event that the
      Corporation paid cash for fractional shares, the number of additional
      shares which would have been outstanding had the Corporation issued
      fractional shares in connection with said dividend).

5.6.  Whenever the Conversion Price shall be adjusted pursuant to Section 5.5
hereof, the Corporation shall make a certificate signed by its President or a
Vice President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors made any determination hereunder), and the Conversion Price after
giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to each holder of Series D
Shares at its address shown on the books of the Corporation.  The Corporation
shall make such certificate and mail it to each such holder promptly after each
adjustment.

5.7.  No fractional Common Shares shall be issued in connection with any
conversion of Series D Shares, but in lieu of such fractional shares, the
Corporation shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Conversion Price then in effect.

5.8.  No Series D Shares which have been converted into Common Shares shall be
reissued by the Corporation; provided, however, that each such share, after
being retired and canceled, shall be restored to the status of an authorized but
unissued Preferred Share without designation as to series and may thereafter be
issued as a Preferred Share not designated a Series D Share.

Part 6 - Parity with Other Shares of Series D Preferred Shares.

6.1.  If any cumulative dividends or accounts payable or return of capital in
respect of Series D Shares are not paid in full, the owners of all series of
Series D Preferred Shares shall participate rateably in respect of accumulated
dividends and return of capital.

Part 7 - Amendment.

7.1   In addition to any requirement for a series vote pursuant to the BCA in
respect of any amendment to the rights, privileges, restrictions and conditions
attaching to the Series D Shares, the rights, privileges, restrictions and
conditions attaching to the Series D Shares may be amended only if the
Corporation has obtained the affirmative vote of a majority at a duly called and
held meeting of the holders of the Series D Shares or written consent by the
holders of a majority of the Series D Shares then outstanding.


                            SERIES E PREFERRED SHARES

      The fifth series of Preferred Shares of the Corporation shall consist of
1,800 shares and no more and shall be designated as the Series E Preferred
Shares (the "Series E Preferred Shares" or the "Series E Shares") and in
addition to the preferences, rights, privileges, restrictions and conditions
attaching to all the Preferred Shares as a class, the rights, privileges,
restrictions and conditions attaching to the Series E Shares shall be as
follows:

Part 1 - Voting and Pre-emptive Rights.

1.1   The holders of the Series E Preferred Shares shall be entitled as such to
receive notice of and attend all meetings of shareholders of the Corporation and
shall have four thousand (4,000) votes per share of Series E Preferred stock at
all such meetings.

1.2   The Series E Shares shall not give their holders any pre-emptive rights to
acquire any other securities issued by the Corporation at any time in the
future.

Part 2 - Liquidation Rights.

2.1.  If the Corporation shall be voluntarily or involuntarily liquidated,
dissolved or wound up, at any times when any Series E Shares shall be
outstanding, then after provision for the outstanding Series A, C and D
Preferred Shares, if any, the holders of the then outstanding Series E Shares
shall have a preference in distribution of the Corporation's remaining property
available for distribution equal to $1,350 consideration per Series E Share,
together with an amount equal to all unpaid dividends accrued thereon, if any,
to the date of payment of such distribution, whether or not declared by the
Board: provided, however, that the amalgamation of the Corporation with any
Corporation or corporations, the sale or transfer by the Corporation of all or
subsequently all of its property, or any reduction of the authorized or issued
capital of the Corporation of any class, whether now or hereafter authorized,
shall be deemed to be a liquidation of the Corporation within the meaning of any
of the provisions of this Part 2.

2.2.  Subject to the provisions of Part 6 hereof, all amounts to be paid as
preferential distributions to the holders of Series E Shares as provided in this
Part 2 shall be paid or set apart for payment after the payment or setting apart
for payment of any amount for, or the distribution of any of the Corporation's
property to the holders of Series A, C and D Preferred Shares, and before the
payment or the setting apart for payment of any amount for, or the distribution
of any of the Corporation's property to the holders of Common Shares, whether
now or hereafter authorized, in connection with such liquidation, dissolution or
winding up.

Part 3 - Dividends.

3.1.  Holders of record of Series E Shares, out of funds legally available
therefor and to the extent permitted by law, shall be entitled to receive
dividends on their Series E Shares, which dividends shall accrue at the rate per
share of 8% per annum of consideration paid for each Series E Shares ($80.00 per
share per year for each full year) commencing on the date of the issuance
thereof, payable, at the option of the Corporation, (i) in cash or (ii) by the
issuance of that number of whole Common Shares computed by dividing the amount
of the dividend by the market price applicable to such dividend.

3.2.  For the purposes of this Part 3 and Part 4 hereof, "market price" means
the average of the daily closing prices of Common Shares for a period of 5
consecutive trading days ending on the date on which any dividend becomes
payable or of any notice of redemption, as the case may be.  The closing price
for each trading day shall be (i) for any period during which the Common Shares
shall be listed for trading on a national securities exchange, the last reported
bid price per share of Common Shares as reported by the primary stock exchange,
or the Nasdaq Stock Market, if the Common Shares are quoted on the Nasdaq Stock
Market or (ii) if last sales price information is not available, the average
closing bid-price of Common Shares as reported by the Nasdaq Stock Market, or if
not so listed or reported, then as reported by National Quotation Bureau,
Incorporated, or (iii) in the event neither clause (i) nor (ii) is applicable,
the average of the closing bid and asked prices as furnished by any member of
the National Association of Securities Dealers, Inc., selected from time to time
by the Corporation for that purpose.

3.3.  Dividends on Series E Shares shall be cumulative, and no dividends or
other distributions shall be paid or declared and set aside for payment on the
Common Shares until full cumulative dividends on all outstanding Series E Shares
shall have been paid or declared and set aside for payment.  

3.4.  Dividends shall be payable in arrears, at the rate of $20.00 per share for
each full calendar quarter on each February 28, May 31, August 31 and November
30 of each calendar year, to the holders of record of the Series E Shares as
they appear in the securities register of the Corporation on such record dates
not more than 60 nor less than 10 days preceding the payment dates thereof, as
shall be fixed by the Board. 

3.5.  If, in any quarter, insufficient funds are available to pay such dividends
as are then due and payable with respect to the Series E Shares and all other
classes and series in the capital of the Corporation ranking superior to or in
parity therewith (or such payment is otherwise prohibited by provisions of the
BCA), such funds as are legally available to pay such dividends shall be paid or
Common Shares will be issued as stock dividends to the holders of Series E
Shares and to the holders of any other series of Preferred Share then
outstanding as provided in Part 6 hereof, in accordance with the rights of each
such holder, and the balance of accrued but undeclared and/or unpaid dividends,
if any, shall be declared and paid on the next succeeding dividend date to the
extent that funds are then legally available for such purpose.

Part 4 - Redemption.

4.1.  At any time, and from time to time, on and after 145 days from the date of
the issuance of any Series E Shares, the Corporation may, at its sole option,
but shall not be obligated to, redeem, in whole or in part, the then outstanding
Series E Shares at a price per share of U.S. $1,350 each (the "Redemption
Price") (such price to be adjusted proportionately in the event of any change of
the Series E Shares into a different number of Shares).
     
4.2.  Five (5) days prior to any date stipulated by the Corporation for
the redemption of Series E Shares (the "Redemption Date"), written notice (the
"Redemption Notice") shall be mailed to each holder of record on such notice
date of the Series E Shares.  The Redemption Notice shall state (i) the
Redemption Date of such Shares (ii) the number of Series E Shares to be redeemed
from the holder to whom the Redemption Notice is addressed (iii) instructions
for surrender to the Corporation, in the manner and at the place designated of a
share certificate or share certificates representing the number of Series E
Shares to be redeemed from such holder and (iv) instructions as to how to
specify to the Corporation the number of Series E Shares to be redeemed as
provided in this Part 4 and the number of shares to be converted into Common
Shares as provided in Part 5 hereof.

4.3.  Upon receipt of the Redemption Notice, any Eligible Holder (as defined in
Section 5.2 hereof) shall have the option, at its sole election, to specify what
portion of its Series E Shares called for redemption in the Redemption Notice
shall be redeemed as provided in this Part 4 or converted into Common Shares in
the manner provided in Part 5 hereof.

4.4.  On or before the Redemption Date in respect of any Series E Shares, each
holder of such shares shall surrender the required certificate or certificates
representing such shares to the Corporation, in the manner and at the place
designated in the Redemption Notice, and upon the Redemption Date, the
Redemption Price for such shares shall be made payable, in the manner provided
in Section 5.5 hereof, to the order of the person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered share
certificate shall be canceled and retired.  If a share certificate is
surrendered and all the shares evidenced thereby are not being redeemed (as
described below), the Corporation shall cause the Series E Shares which are not
being redeemed to be registered in the names of the persons whose names appear
as the owners on the respective surrendered share certificates and deliver such
certificate to such person.

4.5.  On the Redemption Date in respect of any Series E Shares or prior thereto,
the Corporation shall deposit with any bank or trust company having a capital
and surplus of at least U.S. $50,000,000, as a trust fund, a sum equal to the
aggregate Redemption Price of all such shares called for redemption (less the
aggregate Redemption Price for those Series E Shares in respect of which the
Corporation has received notice from the Eligible Holder thereof of its election
to convert Series E Shares into Common Shares), with irrevocable instructions
and authority to the bank or trust company to pay, on or after the Redemption
Date, the Redemption Price to the respective holders upon the surrender of their
share certificates.  The deposit shall constitute full payment for the shares to
their holders, and from and after the date of the deposit the redeemed shares
shall be deemed to be no longer outstanding, and holders thereof shall cease to
be shareholders with respect to such shares and shall have no rights with
respect thereto except the rights to receive from the bank or trust company
payments of the Redemption Price of the shares, without interest, upon surrender
of their certificates thereof.  Any funds so deposited and unclaimed at the end
of one year following the Redemption Date shall be released or repaid to the
Corporation, after which the former holders of shares called for redemption
shall be entitled to receive payment of the Redemption Price in respect of their
shares only from the Corporation.

Part 5 - Conversion.

5.1.  For the purposes of conversion, the Series E Shares shall be valued at
$1000 per share ("Value"), and, if converted, the Series E Shares shall be
converted into such number of Common Shares (the "Conversion Shares") as is
obtained by dividing the aggregate Value of the shares of Series E Shares being
so converted, together with all accrued but unpaid dividends thereon, by the
"Average Stock Price" per share of the Conversion Shares (the "Conversion
Price"), subject to adjustment pursuant to the provisions of this Part 5.  For
purposes of this Part 5, the "Average Stock Price" means the lesser of (x) .80
of the daily closing bid prices of Common Shares for the 5 consecutive trading
days immediately preceding the date of subscription by the Purchaser or (y) .65
of the average daily closing bid prices of Common Shares for the period of 5
consecutive trading days immediately preceding the date of the conversion of the
Series E Shares in respect of which such Average Stock Price is determined,
provided, however, that if any combination or split of the Common Shares occurs
during the 5 days being used for the foregoing calculation, then the prices
prior to such event shall be adjusted accordingly.  The closing price for each
trading day shall be determined as provided in the last sentence of Section 3.2.

5.2.  Any holder of Series E Shares (an "Eligible Holder") may at any time
commencing 45 days after the issuance of any Series E Shares convert up to 100%
of his holdings of Series E Shares in accordance with this part 5.

5.3.  The conversion right granted by Section 5.2 hereof may be exercised only
by an Eligible Holder of Series E Shares, in whole or in part, by the surrender
of the share certificate or share certificates representing the Series E Shares
to be converted at the principal office of the Corporation (or at such other
place as the Corporation may designate in a written notice sent to the holder by
first-class mail, postage prepaid, at its address shown on the books of the
Corporation) against delivery of that number of whole Common Shares as shall be
computed by dividing (1) the aggregate Value of the Series E Shares so
surrendered plus any accrued but unpaid dividends thereon, if any, by (2) the
Conversion Price in effect at the date of the conversion.  At the time of
conversion of a Series E Shares, the Corporation shall pay in cash to the holder
thereof an amount equal to all unpaid dividends, if any, accrued thereon to the
date of conversion, or, at the Corporation's option, issue that number of whole
Common Shares which is equal to the product of dividing the amount of such
unpaid dividends by the Average Stock Price whether or not declared by the
Board.  Each Series E Share certificate surrendered for conversion shall be
endorsed by its holder.  In the event of any exercise of the conversion right of
the Series E Shares granted herein (i) share certificates representing the
Common Shares purchased by virtue of such exercise shall be delivered to such
holder within 3 days of notice of conversion, and (ii) unless the Series E
Shares has been fully converted, a new share certificate representing the Series
E Shares not so converted, if any, shall also be delivered to such holder within
3 days of notice of conversion.  Any Eligible Holder may exercise its right to
convert the Series E Shares by telecopying an executed and completed Notice of
Conversion to the Corporation, and within 72 hours thereafter, delivering the
original Notice of Conversion and the certificate representing the Series E
Shares to the Corporation by express courier.  Each date on which a Notice of
Conversion is telecopied to and received by the Corporation in accordance with
the provisions hereof shall be deemed a conversion date.  The Corporation will
transmit the Common Shares certificates issuable upon conversion of any Series E
Shares (together with the certificates representing the Series E Shares not so
converted) to the Eligible Holder via express courier within three business days
after the conversion date if the Corporation has received the original Notice of
Conversion and Series E Shares certificate being so converted by such date.

5.4.  All Common Shares which may be issued upon conversion of Series E Shares
will, upon issuance, be duly issued, fully paid and nonaccessible and free from
all taxes, liens, and charges with respect to the issue thereof.  At all times
that any Series E Shares are outstanding, the Corporation shall have authorized,
and shall have reserved for the purpose of issuance upon such conversion, a
sufficient number of Common Shares to provide for the conversion into Common
Shares of all Series E Shares then outstanding at the then effective Conversion
Price.  Without limiting the generality of the foregoing, if, at any time, the
Conversion Price is decreased, the number of Common Shares authorized and
reserved for issuance upon the conversion of the Series E Shares shall be
proportionately increased.

5.5.  The number of Common Shares issued upon conversion of Series E Shares and
the Conversion Price shall be subject to adjustment from time to time upon the
happening of certain events, as follows:

      5.5.1.      Change of Designation of the Common Shares or the rights,
      privileges, restrictions and conditions in respect of the Common Shares or
      division of the Common Shares into Series.  In the case of any amendment
      to the Articles to change the designation of the Common Shares or the
      rights, privileges, restrictions or conditions in respect of the Common
      Shares or division of the Common Shares into series the rights of the
      holders of the Series E Shares shall be adjusted so as to provide that
      upon conversion thereof the holder of the Series E Shares being converted
      shall procure, in lieu of each Common Share theretofore issuable upon such
      conversion, the kind and amount of shares, other securities, money and
      property receivable upon such designation, change or division by the
      holder of one Common Share issuable upon such conversion had conversion
      occurred immediately prior to such designation, change or division.  The
      Series E Shares shall be deemed thereafter to provide for adjustments
      which shall be as nearly equivalent as may be practicable to the
      adjustments provided for in this Part 5.  The provisions of this
      subsection 5.5.1. shall apply in the same manner to successive
      reclassifications, changes, consolidations and mergers.

      5.5.2.      If the Corporation, at any time while any of the Series E
      Shares are outstanding, shall pay a dividend on its Common Shares payable
      in Common Shares, the Conversion Price shall be adjusted, as of the date
      the Corporation shall take a record of the holders of its Common Shares
      for the purpose of receiving such dividend, (or if no such record is
      taken, as of the date of payment of such dividend), to that price
      determined by multiplying the Conversion Price therefor in effect by a
      fraction (1) the numerator of which shall be the total number of Common
      Shares outstanding immediately prior to such dividend, and (2) the
      denominator of which shall be the total number of Common Shares
      outstanding immediately after such dividend, (plus in the event that the
      Corporation paid cash for fractional shares, the number of additional
      shares which would have been outstanding had the Corporation issued
      fractional shares in connection with said dividend).

5.6.  Whenever the Conversion Price shall be adjusted pursuant to Section 5.5
hereof, the Corporation shall make a certificate signed by its President or a
Vice President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors made any determination hereunder), and the Conversion Price after
giving effect to such adjustment, and shall cause copies of such certificates to
be mailed (by first-class mail, postage prepaid) to each holder of Series E
Shares at its address shown on the books of the Corporation.  The Corporation
shall make such certificate and mail it to each such holder promptly after each
adjustment.

5.7.  No fractional Common Shares shall be issued in connection with any
conversion of Series E Shares, but in lieu of such fractional shares, the
Corporation shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Conversion Price then in effect.

5.8.  No Series E Shares which have been converted into Common Shares shall be
reissued by the Corporation; provided, however, that each such share, after
being retired and canceled, shall be restored to the status of an authorized but
unissued Preferred Share without designation as to series and may thereafter be
issued as a Preferred Share not designated a Series E Share.

Part 6 - Parity with Other Shares of Series E Preferred Shares.

6.1.  If any cumulative dividends or accounts payable or return of capital in
respect of Series E Shares are not paid in full, the owners of all series of
Series E Preferred Shares shall participate rateably in respect of accumulated
dividends and return of capital.

Part 7 - Amendment.

7.1   In addition to any requirement for a series vote pursuant to the BCA in
respect of any amendment to the rights, privileges, restrictions and conditions
attaching to the Series E Shares, the rights, privileges, restrictions and
conditions attaching to the Series E Shares may be amended only if the
Corporation has obtained the affirmative vote of a majority at a duly called and
held meeting of the holders of the Series E Shares or written consent by the
holders of a majority of the Series E Shares then outstanding.