___________________

            Certificate to Provide for the Designation, Preferences,
                     Rights, Qualifications, Limitations or
             Restrictions Thereof, of the Series A Preferred Stock,
                      7 1/2% Redeemable Convertible Series
                               ___________________


     Williams Controls, Inc., a Delaware corporation (the "Corporation"), hereby
certifies that pursuant to the authority vested in the Board of Directors of the
Corporation by the provisions of its  Certificate of  Incorporation,  and by the
provisions  of  Section  151 of The  General  Corporation  Law of the  State  of
Delaware, the Board of Directors adopted the following resolution:

     RESOLVED,  there is hereby  created a series of preferred  stock,  $.01 par
     value, of the  Corporation,  consisting of 80,000 shares of the authorized,
     but unissued  preferred stock and designated the "Series A Preferred Stock"
     (hereinafter  referred to as the "Series  A");  and that to the extent that
     the terms, relative rights, preferences,  qualifications and limitations of
     the  Series  A  are  not  fixed  and  determined  by  the   Certificate  of
     Incorporation  of the  Corporation,  as amended,  they hereby are fixed and
     determined as set forth in Attachment A attached hereto.

     I, being the duly authorized officer of the Corporation,  do hereby certify
under  penalty of perjury that the  foregoing  resolution  amending the Williams
Controls,  Inc.  Certificate of  Incorporation  to provide for the  designation,
preferences, rights, qualifications, limitations or restrictions thereof, of the
Series A Preferred  Stock, 7 1/2% Redeemable  Convertible  Series is the act and
deed of the  Corporation  and  that  the  facts  stated  herein  are  true  and,
accordingly, have hereunto set my hand this fourteenth day of April, 1998.



                                                            /s/ Gerald Raskin
                                                         -----------------------
                                                                   Gerald Raskin
                                                             Assistant Secretary
                                                         Williams Controls, Inc.


                                       1
<PAGE>


                          -----------------------------

            Certificate to Provide for the Designation, Preferences,
          Rights, Qualifications, Limitations or Restrictions Thereof,
                        of the Series A Preferred Stock,
                      7 1/2% Redeemable Convertible Series

                          -----------------------------



SECTION  1.  DESIGNATION,  PAR VALUE AND  NUMBER.  80,000  shares of  authorized
preferred  stock of the  Corporation  are  hereby  constituted  as a  series  of
preferred stock, having a par value of $0.01 per share,  designated as 'Series A
Preferred  Stock,  7 1/2%  Redeemable  Convertible  Series"  hereinafter  called
"Series A". In accordance  with the terms  hereof,  each share of Series A shall
have the same  relative  rights as and be identical  in all  respects  with each
other share of Series A.

SECTION 2.  DIVIDENDS

          (a) Cumulative  Dividends.  From and after the date of issuance of any
     shares  of Series  A, the  holders  of the  Series A shall be  entitled  to
     receive in cash, when and as declared by the Board of Directors, cumulative
     preferential  dividends at the rate of seven and one half (7 1/2%)  percent
     per annum,  payable quarterly on the 2nd day of January and the 1st days of
     April, July and October in each year to holders of record of Series A as of
     the fifteenth  (15th) day of the month  immediately  preceding the month in
     which a  quarterly  dividend is due (each a "Dividend  Record  Date").  The
     first dividend payment due on July 1,  1998 shall be declared and paid on a
     pro rata  basis for the  period  such  shares of Series A are  outstanding.
     Commencing  with the quarterly  period  beginning  July 1, 2001, the annual
     dividend rate will  increase each quarter by 2.5% up to a maximum  dividend
     of 24% (e.g., the annual dividend rate for the quarterly period  commencing
     July 1, 2001 will be 10.0% and the annual  dividend  rate for the quarterly
     period commencing October 1, 2001 will be 12.5%).

          (b)  Rreference of Dividends.  If dividends  shall not have been fully
     paid or  declared  and set apart for payment on all shares of Series A, the
     amount of the deficiency  (without interest) shall be fully paid before any
     dividends shall be declared or paid on any shares of Common Stock, $.01 par
     value per share (the "Common  Stock") or any other equity security which is
     junior to the Series A. If any dividends are paid on any of the Series A at
     any  time in an  aggregate  amount  less  than  the  total  dividends  then
     accumulated  and  payable on all shares of Series A entitled  to  dividends
     then outstanding,  the amount to be distributed shall be paid on each share
     of Series A entitled to dividends in the proportion that the dividends then
     accumulated  and  payable on each such  share  bear to the total  dividends
     accumulated and payable on all  outstanding  shares of Series A entitled to
     dividends.

          (c) Date of Payment. In any case where the due date for the payment of
     dividends on the Series A shall be on a day on which  banking  institutions
     are authorized or obligated by law to close,  the payment of dividends need
     not be made on such date, but may be made on the next  succeeding day which
     is not a day on which banking  institutions  are authorized or obligated by
     law to close, with the same force and effect as if made on the date of such
     payment,  and dividends shall accrue and be paid for the period through and
     including the date of payment.

SECTION 3. PRIORITY. All shares of the Series A shall rank on a parity with each
other and shall be  preferred to the Common  Stock of the  Corporation,  and any
other class of stock of the Corporation,  as to the payment of dividends and the
distribution  of assets upon the  liquidation,  dissolution or winding up of the
Corporation.  The  Corporation  shall have the right to create other  classes of
preferred  stock  which shall rank below the Series A without the consent of the
holders of the Series A; provided,  however, that the Corporation shall not have
the right to create  other  classes of  preferred  stock which shall equal to or
above the  Series A without  the prior  consent  of the  holders of the Series A
Preferred Stock.


                                       2
<PAGE>

SECTION 4. VOLUNTARY CONVERSION RIGHTS.

          (a) Voluntary Conversion-Each holder of Series A shall have the right,
     at any time and from time to time, at the holde's  option,  to convert all
     or any  portion  of such  holder's  shares of Series A into  fully paid and
     non-assessable  full  shares  of  Common  Stock of the  Corporation  at the
     Conversion  Price (as defined  below) in effect at the time of  conversion,
     each  share  of the  Series A being  taken at  $100.00  per  share  for the
     purposes  of such  conversion.  The initial  Conversion  Price is $2.75 per
     share of Common Stock ("Initial  Conversion Price"). The Initial Conversion
     Price shall be adjusted  as  provided  for below in Section 6 (the  Initial
     Conversion  Price,  and the Initial  Conversion  Price as  thereafter  then
     adjusted,  shall be  referred  to as the  "Conversion  Price").  Upon  each
     adjustment  of the  Conversion  Price,  the  holders  of the Series A shall
     thereafter be entitled to receive upon conversion, at the Conversion Price,
     resulting  from such  adjustments,  the  number  of shares of Common  Stock
     obtained  by  multiplying  $100.00  times the  number of shares of Series A
     being  converted and divide such amount by the  Conversion  Price,  as then
     adjusted.

          (b) Method of  Conversion.  In order to convert shares of the Series A
     into Common Stock,  the holder thereof shall  surrender the  certificate or
     certificates  therefor,  duly endorsed in blank at the principal  office of
     the  Corporation or its transfer  agent, if any, or at such other office or
     offices,  located  in the  United  States  as the  Board of  Directors  may
     designate  by written  notice to all  holders of Series A shares,  and give
     written notice to the  Corporation at said office that the holder elects to
     convert  said shares of Series A. Shares of the Series A shall be deemed to
     have been  converted  as of the date  (hereinafter  called the  "Conversion
     Date") of receipt by the  Corporation  of the  surrender of such shares for
     conversion as provided above, and the person or persons entitled to receive
     the Common Stock  issuable  upon such  conversion  shall be treated for all
     purposes as the record holder or holders of such Common Stock on such date.
     As soon as practicable on or after the Conversion Date but in no event more
     than five (5) business days  thereafter,  the  Corporation  will deliver by
     Federal Express or other nationally  recognized  overnight delivery service
     to the address of the holders who submitted the Series A for conversion,  a
     certificate or  certificates  for the number of full shares of Common Stock
     issuable upon such  conversion,  together with cash in lieu of any fraction
     of a share, as hereinafter  provided,  to the person or persons entitled to
     receive the same and a check  representing all accrued and unpaid dividends
     on the Series A so converted through the Conversion Date.

          (c) Conversion Prior to Redemption. In case the shares of Series A are
     called for redemption, the right to convert Series A shares shall cease and
     terminate at the close of business on the date fixed for redemption, unless
     default shall be made in payment of the amount due on such redemption.

SECTION 5. FORCED CONVERSION  RIGHTS.  The Company shall have the right to force
conversion  of all, but not less than all, of the Series A into shares of Common
Stock;  provided that: (I) on the day that notice of forced  conversion is given
(the "Forced  Conversion  Notice  Date") and on the Forced  Conversion  Date (as
defined  below) the Common Stock  issuable  upon  conversion of the Series A has
been  registered  pursuant to the Securities Act of 1933, as amended (the "Act")
and such registration is then currently  effective;  and (ii) the average of the
closing bid price of the Common Stock as listed on the National  Association  of
Securities  Dealers Automated  Quotation System  ("NASDAQ"),  the New York Stock
Exchange ("NYSE"), the American Stock Exchange ("ASE") or wherever the Company's
Common Stock then trades,  is at least 150% of the  Conversion  Price for twenty
(20) trading days within a thirty (30) consecutive  trading day period ending no
more than ten (10) days prior to the Force Conversion Notice Date. Any notice of
forced conversion must be given to all holders no less than thirty (30) days nor
more than  forty-five  (45) days prior to the date set forth for conversion (the
"Forced  Conversion Date"). On the Forced Conversion Date, the Corporation shall
pay to all holders of the Series A, all accrued and unpaid dividends through and
including the Forced Conversion Date.


                                       3
<PAGE>

SECTION 6. ANTI-DILUTION ADJUSTMENTS.  The Conversion Price shall be adjusted as
follows:

          (a) Amendment to the Certificate of Incorporation.  In the case of any
     amendment to the Certificate of  Incorporation of the Corporation to change
     the designation of the Common Stock or the rights, privileges, restrictions
     or  conditions  in respect to the Common  Stock or  division  of the Common
     Stock, the Series A shall be adjusted so as to provide that upon conversion
     thereof  the  holder  shall  receive,  in lieu of shares  of  Common  Stock
     theretofore  issuable upon such conversion,  the kind and amount of shares,
     other  securities,  money and property  receivable  upon such  designation,
     change or division by such holder  issuable  upon such  conversion  had the
     conversion  occurred  immediately  prior  to such  designation,  change  or
     division.   The  Series  A  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 Section 6. The  provisions  of this
     Subsection   6(a)   shall   apply  in  the  same   manner   to   successive
     reclassifications, changes, consolidations and mergers.

          (b) Stock Splits;  Stock  Dividends.  If the Corporation  shall at any
     time subdivide its outstanding shares of Common Stock into a greater number
     of  shares  of  Common  Stock,  or  declare  a  dividend  or make any other
     distribution  upon the Common Stock payable in shares of Common Stock,  the
     Conversion  Price  in  effect  immediately  prior  to such  subdivision  or
     dividend  or other  distribution  shall  be  proportionately  reduced,  and
     conversely,  in case  the  outstanding  shares  of  Common  Stock  shall be
     combined into a smaller  number of shares of Common Stock,  the  Conversion
     Price  in  effect   immediately   prior  to  such   combination   shall  be
     proportionately  increased.  Notwithstanding  anything to the  contrary set
     forth above in this subsection (b), in the event that the Corporation shall
     dividend or otherwise make a distribution to its holders of Common Stock of
     the  securities  the  Corporation  owns in Ajay  Sports,  Inc.  and/or  the
     securities  of  any  subsidiaries  or  other  entities  (collectively,  the
     "Subsidiary  Securities"),  the Corporation  shall treat the holders of the
     Series A as if they had  converted  their  Series A into Common Stock as of
     the record date for the dividend or  distribution,  the  Corporation  shall
     distribute the Subsidiary Securities to the holders of the Series A and the
     Conversion Price shall not change as a result thereof.

          (c) Issuance of Additional  Securities.  In case the Corporation shall
     issue  or  otherwise  sell or  distribute  shares  of  Common  Stock  for a
     consideration per share in cash or property, or the Corporation shall issue
     options or warrants to purchase  Common Stock  (other than options  granted
     pursuant to the  Corporation's  stock option plans existing on the date the
     Board of Directors  approves these resolutions) that are exercisable at, or
     the  Corporation  shall issue or  otherwise  sell or  distribute  rights to
     subscribe for or securities  convertible  into or  exchangeable  for Common
     Stock,  at a price  less  than the then  effective  Conversion  Price,  the
     Conversion  Price  then  in  effect  shall   automatically  be  reduced  by
     multiplying the then Conversion Price by a fraction, the numerator of which
     shall be the number of shares of Common Stock outstanding immediately prior
     to such issuance,  sale or distribution plus the number of shares of Common
     Stock which the aggregate  consideration  received or to be received by the
     Corporation for such issuance, sale or distribution (such consideration, if
     other  than cash,  as  determined  by the Board of  Directors  including  a
     majority  of the  Directors  who  are  not  officers  or  employees  of the
     Corporation  or any of  its  subsidiaries,  whose  determination  shall  be
     conclusive  and described in a resolution of the Board of Directors)  would
     purchase at the Conversion  Price per share,  and the  denominator of which
     shall be the number of shares of Common Stock outstanding immediately after
     giving  effect  to such  issuance,  sale or  distribution.  Notwithstanding
     anything  herein  to the  contrary,  no  adjustment  shall  be  made to the
     Conversion  Price  upon:  (I)  the  exercise  of any  outstanding  options,
     warrants or other rights to purchase Common Stock or upon conversion of any
     securities or other rights  convertible  into Common Stock,  which options,
     warrants,  securities or other rights were outstanding prior to the initial
     issuance  of any  shares  of  Series  A;  or  (ii)  the  issuance,  sale or
     distribution  of  500,000  or  less  shares  of  Common  Stock  in any  one
     transaction  or (regardless of price) and 750,000 shares of Common Stock in
     the aggregate  (regardless  of price),  after which such totals are reached
     the  provisions of this  subsection (c) relating  to the  reduction  of the
     Conversion Price shall apply.


                                       4
<PAGE>

          (d) Reorganization or Reclassification.  If any capital reorganization
     or  reclassification  of  the  capital  stock  of the  Corporation,  or any
     consolidation  or merger of the  Corporation  with another  corporation  or
     entity, or the sale of all or substantially all of the Corporation's assets
     to another corporation or other entity shall be effected in such a way that
     holders of shares of Common  Stock  shall be  entitled  to receive  stocks,
     securities, other evidence of equity ownership or assets with respect to or
     in  exchange  for shares of Common  Stock,  then,  as a  condition  of such
     reorganization, reclassification,  consolidation, merger or sale (except as
     otherwise  provided  below in this  Subsection  6(d)),  lawful and adequate
     provisions  shall be made whereby the holders of Series A shall  thereafter
     have the right to receive upon the basis and upon the terms and  conditions
     specified  herein,  such  shares of stock,  securities,  other  evidence of
     equity  ownership  or assets as may be issued or payable with respect to or
     in exchange for a number of  outstanding  shares of such Common Stock equal
     to the number of shares of Common Stock immediately theretofore purchasable
     and  receivable  upon the  conversion of Series A had such  reorganization,
     reclassification, consolidation, merger or sale not taken place, and in any
     such case  appropriate  provisions shall be made with respect to the rights
     and  interests  of the  holders  to the  end  that  the  provisions  hereof
     (including,   without   limitation,   provisions  for  adjustments  of  the
     Conversion  Price and of the  number of shares of Common  Stock  receivable
     upon the conversion of Series A) shall thereafter be applicable,  as nearly
     as may be, in relation to any shares of stock,  securities,  other evidence
     of equity  ownership  or assets  thereafter  deliverable  upon the exercise
     hereof (including an immediate adjustment,  by reason of such consolidation
     or  merger,  of the  Conversion  Price to the  value for the  Common  Stock
     reflected  by the  terms of such  consolidation  or  merger if the value so
     reflected is less than the Conversion Price in effect  immediately prior to
     such consolidation or merger). Subject to the terms of the Series A, in the
     event of a merger or  consolidation of the Corporation with or into another
     corporation  or other  entity as a result of which the  number of shares of
     Common  Stock of the  surviving  corporation  or other  entity  issuable to
     holders of Common Stock of the  Corporation,  is greater or lesser than the
     number of shares of Common Stock of the Corporation outstanding immediately
     prior to such merger or consolidation,  then the Conversion Price in effect
     immediately prior to such merger or consolidation  shall be adjusted in the
     same  manner as though  there  were a  subdivision  or  combination  of the
     outstanding  shares of Common  Stock of the  Corporation.  The  Corporation
     shall not effect any such consolidation,  merger or sale, unless,  prior to
     the  consummation  thereof,  the successor  corporation  (if other than the
     Corporation) resulting from such consolidation or merger or the corporation
     purchasing  such assets  shall  assume by written  instrument  executed and
     mailed or  delivered  to the  holders,  the  obligation  to deliver to such
     holders  such  shares  of  stock,  securities,  other  evidence  of  equity
     ownership or assets as, in accordance with the foregoing  provisions,  such
     holders  may be entitled to receive or  otherwise  acquire.  If a purchase,
     tender or  exchange  offer is made to and  accepted  by the holders of more
     than fifty (50%) percent of the  outstanding  shares of Common Stock of the
     Corporation, the Corporation shall not effect any consolidation,  merger or
     sale with the person  having made such offer or with any  affiliate of such
     person,  unless prior to the consummation of such consolidation,  merger or
     sale the holders of Series A shall have been given a reasonable opportunity
     to then elect to  receive  upon the  conversion  of Series A, the amount of
     stock,  securities,  other  evidence  of equity  ownership  or assets  then
     issuable  with  respect  to the  number of  shares  of Common  Stock of the
     Corporation  into which the Series A is convertible in accordance with such
     offer.

          (e) Change of  Control.  In case the  Corporation  shall,  at any time
     prior to  conversion of the shares of Series A,  consolidate  or merge with
     any other corporation or transfer all or substantially all of its assets to
     any other corporation, then the Corporation shall, as a condition precedent
     to such  transaction,  cause  effective  provision  to be made so that  the
     holders of the Series A after the effective date of such transaction  shall
     be  entitled  to  receive  the kind and  amount  of  shares,  evidences  of
     indebtedness  and/or  other  securities  or  property  receivable  on  such
     transaction by a holder of the number of shares of Common Stock as to which
     each  share  of  Series  A  was  convertible   immediately  prior  to  such
     transaction  (without giving effect to any restriction upon such exercise);
     and, in any such case,  appropriate provision shall be made with respect to
     the  rights  and  interest  of the  holders of Series A to the end that the
     provisions of the Series A shall thereafter be applicable (as nearly as may
     be  practicable)  with respect to any shares,  evidences of indebtedness or
     other  securities or assets  thereafter  deliverable upon conversion of the
     Series A.  Upon the occurrence of any event described in this Section 6(d),
     the holders of the Series A shall have the right to convert  into shares of
     Common Stock immediately prior to the change of control at a price equal to
     the  lesser  of (I) the  Conversion  Price or (ii) the  price  per share of
     Common Stock payable in the change of control transaction.


                                       5
<PAGE>

          (f) Adjustment to Conversion  Price.  The term  "Conversion  Price" as
     used herein shall mean the Conversion Price specified in this  certificate,
     until the occurrence of an event stated in Section 6 and  thereafter  shall
     mean said price, as adjusted from time to time herein.

          (g) Record of Conversion Price. Whenever the shares of Common Stock or
     other types of  securities  or assets  receivable  upon  conversion  of the
     Series A shall be adjusted as provided in this  Section 6, the  Corporation
     shall forthwith obtain and file with its corporate records a certificate or
     letter from a firm of independent public accountants of recognized standing
     (which  may  be  the  Corporation's   then  independent   certified  public
     accountants)  setting  forth the  computation  and the  adjusted  number of
     shares of Common Stock or other  securities or assets  resulting  from such
     adjustments,  and a copy of such  certificate  or letter shall be mailed to
     the holders  hereof.  Any such  certificate  or letter shall be  conclusive
     evidence as to the correctness of the adjustment or adjustments referred to
     therein and shall be available for  inspection by any holders of the Series
     A on any day during normal business hours.

          (h) Notice. In case:

               (i) the  Corporation  shall  declare  a  dividend  (or any  other
          distribution)  on its  Common  Stock  payable  in Common  Stock of the
          Corporation; or

               (ii) the  Corporation  shall  declare  a  dividend  (or any other
          distribution)  on its Common Stock payable in cash of the Corporation;
          or

               (iii) any  reclassification of Common Stock or any consolidation,
          merger,  conveyance of the property of the Corporation as an entirety,
          or substantially as an entirety,  dissolution,  liquidation or winding
          up shall be effected by the  Corporation;  

then the  Corporation  shall  mail,  or cause to be mailed  by the  Corporation'
transfer  agent,  if any,  for the Series A and to the  holders of record of the
outstanding shares of the Series A, at least thirty (30) days, but not more than
sixty (60) days, prior to the applicable  record date hereinafter  specified,  a
notice  stating (A) the date on which a record is to be taken for the purpose of
such dividend,  distribution or rights,  or, if a record is not to be taken, the
date as of which the  holders of Common  Stock of record to be  entitled to such
dividend,  distribution or right are to be determined,  or (B) the date on which
such   reclassification,   consolidation,   merger,   conveyance,   dissolution,
liquidation  or winding up is expected to become  effective,  and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange  the  certificates  representing  their  shares  of  Common  Stock  for
securities   or  other   property   deliverable   upon  such   reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding up.

SECTION 7. RESERVATION OF SHARES OF COMMON STOCK.

          (a) Reservation of Shares.  The Corporation shall at all times reserve
     and keep available out of its authorized but unissued Common Stock, for the
     purpose of effecting the conversion of the shares of the Series A, the full
     number of shares of Common Stock then  deliverable  upon the  conversion of
     all shares of the Series A then outstanding.  If shares of the Common Stock
     of the Corporation are listed on any securities  exchange,  the Corporation
     shall make application for the listing thereon,  on notice of issuance,  of
     the  shares  of  Common  Stock  deliverable  upon  the  conversion  of  the
     outstanding shares of the Series A and shall use its best efforts to effect
     such listing.

          (b) Fractional  Shares. No fractional shares of Common Stock are to be
     issued upon conversion.  The Corporation shall pay a cash adjustment out of
     surplus in respect to any  fraction  of a share which  would  otherwise  be
     issuable,  in an amount  equal to the fair market value of the Common Stock
     which  shall be the same  fraction of the last price per share at which the
     Common Stock was sold on any principal  stock  exchange on which such stock
     is then listed or admitted to trading,  prior to the opening of business on
     the conversion date, or if no sale of such stock takes place on such day on
     such exchange,  the average of the closing bid and asked prices on such day
     as officially  quoted on such  exchange,  or if such stock shall not at the
     time be listed or admitted to trading on any stock exchange, the average of
     the  last  bid  and  asked  prices  for  such  stock  on  such  day  in the
     over-the-counter  market as  reported  on NASDAQ  prior to the  opening  of
     business  on the  conversion  date,  or,  if the  Common  Stock is not then
     included in NASDAQ, as furnished by the National Quotation Bureau,  Inc. or
     if such firm is not at the time engaged in the  business of reporting  such
     prices,  as furnished  by any firm then engaged in such  business or by any
     member of the National Association of Securities Dealers, Inc., selected by
     the  Corporation.  If the Common Stock is not then  publicly  traded,  fair
     market value shall be determined in good faith by the  Corporation's  Board
     of Directors.

          (c)  Transfer  Taxes.  The  Corporation  will pay any and all transfer
     taxes that may be payable in respect of the issue or  delivery of shares of
     Common Stock on conversion of shares of the Series A pursuant  hereto.  The

                                       6
<PAGE>
     Corporation  shall not,  however,  be  required to pay any tax which may be
     payable in respect of transfer involved in the issue and delivery of shares
     of Common Stock in a name other than that in which the shares of the Series
     A so converted were registered, and no such issue or delivery shall be made
     unless  and  until  the  person  requesting  such  issue  has  paid  to the
     Corporation  the  amount  of  any  such  tax,  or has  established,  to the
     satisfaction of the Corporation, that such tax has been paid.

          (d) Common Stock.  For the purpose of this  Section,  the term "Common
     Stock" shall include any stock of any class of the Corporation which has no
     preference  in respect of dividends  or of amounts  payable in the event of
     any voluntary or involuntary liquidation,  dissolution or winding up of the
     Corporation,  and which is not subject to  redemption  by the  Corporation.
     Shares of Common Stock shall be only such shares  which have no  preference
     in respect of dividends or of amounts payable in the event of any voluntary
     or involuntary  liquidation,  dissolution or winding up of the  Corporation
     and which are not subject to redemption by the  Corporation;  provided that
     if at any time  there  shall be more  than one such  resulting  class,  the
     shares of each such class then so issuable  shall be  substantially  in the
     proportion  which the total number of shares of such class  resulting  from
     all such reclassifications  bears to the total number of shares of all such
     classes resulting from all such reclassification.

          (e) Status of Common  Stock.  All Common Stock that may be issued upon
     conversion of the Series A will, upon issuance,  be duly issued, fully paid
     and  non-assessable and free from all taxes, liens and charges with respect
     to the issuance thereof.

SECTION 8. VOTING.

          (a) Voting.  The holders of the Series A shall be entitled to vote, on
     all matters in which  holders of Common Stock are entitled to vote,  voting
     together with the Common Stock without regard to class.  The holders of the
     Series A shall have the  number of votes that they would have had  assuming
     conversion  of the Series A into Common Stock as of the record date for the
     meeting of the  Corporation's  holders of Common Stock.  The holders of the
     Series  A shall be  entitled  to  receive  all  communications  sent by the
     Corporation to the holders of Common Stock. Except as provided in Section 8
     c or by  Delaware  law,  holders  of  shares  of the  Series A shall not be
     entitled to vote as a separate class.

          (b) No Cumulative  Voting. The holders of shares of the Series A shall
     not have the right of cumulative voting in an election of directors.

          (c) Voting as a Separate Class. The Corporation shall not, without the
     consent (given by vote at a meeting called for that purpose) of the holders
     of two-thirds of the shares of the Series A then  outstanding,  voting as a
     separate class:

               (i)  create,  authorize  or issue any stock  ranking  equal to or
          senior  to the  Series  A as to  dividends  or  distributions,  or any
          obligation  or  security  convertible  into  shares of any such senior
          stock; or

               (ii) amend, alter,  change, or repeal any of the express terms of
          the Series .

SECTION 9. REDEMPTION.

               (a)  Redemption.  Commencing  three (3) years  following the last
          issuance  of the shares of Series A, the Company may redeem the Series
          A in whole at any time at the option of the  Corporation by resolution
          of its Board of Directors, at a redemption price of $100.00 per share,
          plus  accrued  and  unpaid  dividends  if any,  to the date  fixed for
          redemption.

               (b) Notice of  Redemption.  Notice of redemption of the shares of
          the  Series  A shall  be  given  by  certified  mail,  return  receipt
          requested,  postage  prepaid,  not less than thirty (30) nor more than
          forty-five (45) days prior to the date fixed for  redemption,  to each
          holder of the Series A, at each holder's last address appearing on the
          books of the  Corporation;  but no failure to receive such a notice by
          any  holder,  so long as  mailed  in  accordance  with the  provisions
          herein,   shall  affect  the  validity  of  the  proceedings  for  the
          redemption  of any  shares  of the  Series A so to be  redeemed.  Each
          notice of redemption of shares of the Series A shall state:

                    (i) the redemption date, 
                    
                    (ii) the redemption price,

                    (iii) the Conversion Price on the date of the notice,


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                    (iv) that on the redemption  date the redemption  price will
               become  due and  payable  upon each  share of the  Series A to be
               redeemed  and the right to convert each such share shall cease as
               of the close of business on the redemption  date,  unless default
               shall be made in the payment of the redemption price, and

                    (v) the place or places where  certificates  for such shares
               of  the  Series  A to  be  redeemed  are  to be  surrendered  for
               conversion or for payment of the redemption price.

               (c) Conversion Prior to the Redemption.  At any time prior to the
          redemption  date,  each  holder of the Series A shall be  entitled  to
          convert all or any portion of such holders' Series A into Common Stock
          based on the Conversion Price.

               (d) Rights  Following  Redemption.  If notice of redemption shall
          have been duly  given as  provided  in  Section  9(b),  and if, on the
          redemption  date,  funds  necessary  for  such  redemption  have  been
          deposited  in trust  with a bank or trust  company,  or have  been set
          aside,  in trust,  by the  Corporation,  for the purpose of  redeeming
          shares  of the  Series  A, the  shares  of the  Series  A  called  for
          redemption  shall, as of the close of business on the redemption date,
          no longer be transferable on the books of the Corporation and shall no
          longer be deemed to be  outstanding,  the right to  receive  dividends
          thereon  shall cease to accrue,  and all rights  with  respect to such
          shares so called for redemption shall terminate, except only the right
          of the  holders  thereof  to receive  the  redemption  price,  without
          interest thereon, upon surrender of the certificates for such shares.

               (e) Redemption  Price. In case any holder of shares of the Series
          A which shall have been redeemed shall not,  within three years of the
          date of redemption  thereof,  claim the amount  deposited in trust for
          the  redemption  of such shares,  the bank or trust company with which
          such funds were deposited, upon request of the Corporation,  shall pay
          over to the Corporation  such unclaimed  amount and shall thereupon be
          relieved of all  responsibility  in respect  thereof.  The Corporation
          shall not be  required  to hold the  amount so paid over to it, or any
          amount  theretofore  set aside by it, in trust  after such  three-year
          period,  separate and apart from its other funds,  and  thereafter the
          holders  of  such  shares  of the  Series  A  shall  look  only to the
          Corporation  for  payment of the  redemption  price  thereof,  without
          interest.  All liability of the Corporation to any holder of shares of
          the  Series A for  payment of the  redemption  price for shares of the
          Series A called for  redemption  shall cease and  terminate  as of the
          close of business on the fourth anniversary of the redemption date for
          such shares.

               (f)  Cancellation  of  Shares.  Shares of the  Series A  redeemed
          pursuant to this  Section 9 shall be canceled by the  Corporation  and
          thereafter shall be authorized and unissued shares of preferred stock,
          undesignated as to series, subject to reissuance by the Corporation as
          shares of any series of preferred stock other than the Series A.


SECTION 10.  LIQUIDATION.

               (a)  Liquidation  Preference.  In the event of any  voluntary  or
          involuntary liquidation,  dissolution or winding up of the Corporation
          (hereinafter  collectively  called  "liquidation"),  before any amount
          shall be paid to or set aside for, or any assets shall be  distributed
          among,  the holders of shares of Common  Stock or of any other  equity
          security  of the  Corporation,  each holder of a share of the Series A
          shall be entitled to receive out of the assets of the  Corporation  or
          the proceeds  thereof,  a  preferential  payment in an amount equal to
          $100.00 per share,  plus the amount of accrued and unpaid dividends on
          such share, if any, and no more.

               (b)  Proportional  Rights.  In the event the amount available for
          distribution  as  liquidation  preference  payments  to holders of the
          Series  A and  any  other  stock  ranking  on a  parity  therewith  is
          insufficient to pay the full amount of their  respective  preferences,
          such amount shall be divided among and paid to such holders ratably in
          proportion  to the  respective  amounts which would be payable to such
          holders if their respective liquidation preferences were to be paid in
          full.


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               (c) Insufficient  Funds. In the event any liquidation  preference
          payment to be made on the  shares of the Series A shall  amount in the
          aggregate  to less than  $100.00  per share  plus  accrued  and unpaid
          dividends, the Corporation in its discretion may require the surrender
          of  certificates  for shares of the  Series A and issue a  replacement
          certificate  or  certificates,  or it  may  require  the  certificates
          evidencing the shares in respect of which such payments are to be made
          to be presented to the Corporation, or its agent, for notation thereon
          of the amounts of the liquidation  preference payments made in respect
          of such shares.  In the event a certificate for shares of the Series A
          on which payment of one or more partial  liquidation  preferences  has
          been  made  is  presented  for  exchange  or  transfer  shall  bear an
          appropriate  notation  as  to  the  aggregate  amount  of  liquidation
          preference payments theretofore made in respect thereof.

               (d) Merger or Sale.  Neither the  consolidation  or merger of the
          Corporation with or into any other  corporation or  corporations,  nor
          the  sale or  transfer  by the  Corporation  of all or any part of its
          assets, shall be deemed to be a liquidation of the Corporation for the
          purposes of this Section 10.

SECTION 11.  REPLACEMENT CERTIFICATES.

               (a) Mutilated Certificate. If any mutilated certificate of Series
          A is surrendered to the Corporation, the Corporation shall execute and
          deliver in exchange  therefor a new  certificate  for Series A of like
          tenor and  principal  amount,  bearing a number not  contemporaneously
          outstanding.

               (b) Destroyed, Lost or Stolen Certificate.  If there is delivered
          to the Corporation (i) evidence to its reasonable  satisfaction of the
          destruction,  loss or theft of any  certificate  of  Series A and (ii)
          such reasonable security or indemnity as may be required by it to save
          it harmless,  then, in the absence of notice to the  Corporation  that
          such  certificate  of  Series  A has  been  acquired  by a  bona  fide
          purchaser,  the  Corporation  shall execute and deliver in lieu of any
          such  destroyed,  lost  or  stolen  certificate  of  Series  A,  a new
          certificate of Series A of like tenor and principal amount and bearing
          a number not contemporaneously outstanding.

               (c)  Status  of New  Certificate.  Upon the  issuance  of any new
          certificate  of Series A under this  Section 11, the  Corporation  may
          require  the  payment  of a sum  sufficient  to cover any tax or other
          governmental  charge that may be imposed in  relation  thereto and any
          other expenses connected therewith.  Every new certificate of Series A
          issued  pursuant to this Section 11 in lieu of any destroyed,  lost or
          stolen   certificate  of  Series  A,  shall   constitute  an  original
          additional contractual  obligation of the Corporation,  whether or not
          the destroyed,  lost or stolen certificate of Series A shall be at any
          time enforceable by anyone. Any new certificate for Series A delivered
          pursuant to this  Section 11 shall be so dated that  neither  gain nor
          loss in interest  shall result from such  exchange.  The provisions of
          this  Section  11 are  exclusive  and shall  preclude  (to the  extent
          lawful) all other rights and remedies with respect to the  replacement
          or payment of  mutilated,  destroyed,  lost or stolen  certificate  of
          Series A.


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