Exhibit 3c


                                  DYNAGEN, INC.

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                     AND RIGHTS OF SERIES D PREFERRED STOCK



         The undersigned officer of DynaGen,  Inc., a corporation  organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify  that,   pursuant  to  authority   conferred  by  the   Certificate   of
Incorporation, as amended to date, and pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware,  the Board of Directors
of DynaGen, Inc., on August 13, 1997, adopted a resolution providing for certain
powers, designations, preferences and relative, participating, optional or other
rights, and the qualifications,  limitations or restrictions thereof, of certain
shares of Series D Preferred Stock,  $.01 par value, of the  Corporation,  which
resolution is as follows:

         RESOLVED:  That,  pursuant  to the  authority  vested  in the  Board of
Directors of the Corporation and in accordance with the General  Corporation Law
of the State of Delaware and the provisions of the Corporation's  Certificate of
Incorporation,  a series of 60,000 shares of the class of  authorized  Preferred
Stock,  par value $.01 per share,  of the  Corporation  is hereby created as the
Series D Preferred  Stock, and that the designation and number of shares thereof
and the voting powers,  preferences  and relative,  participating,  optional and
other  special  rights of the  shares of such  series,  and the  qualifications,
limitations  and  restrictions  thereof,  are as set forth on Exhibit A attached
hereto.

         EXECUTED as of this 14th day of August, 1997.

                                            DYNAGEN, INC.


                                            By:    /s/ Indu A. Muni
                                               ----------------------------
                                              Indu A. Muni
                                              President








                                    EXHIBIT A



A.       DESCRIPTION AND DESIGNATION OF SERIES D PREFERRED STOCK

         1.       DESIGNATION AND DEFINITIONS.

                  (A) DESIGNATION. A total of 60,000 shares of the Corporation's
previously  undesignated Preferred Stock, $.01 par value, shall be designated as
the "Series D Preferred Stock." The original issue price per share of the Series
D Preferred Stock shall be $100.00 (the "ORIGINAL ISSUE PRICE").

                  (B) CERTAIN DEFINITIONS.  As used herein, the following terms,
unless the context otherwise requires, have the following respective meanings:

                  "CLOSING  DATE" means the original  issue date of the Series C
Preferred  Stock  pursuant to a certain  Stock  Purchase  Agreement in which the
Corporation  agreed  to  issue,  and the  purchasers  named  therein  agreed  to
purchase, shares of Series C Preferred Stock and Series D Preferred Stock.

                  "COMMON  STOCK"  means the  common  stock,  par value $.01 per
share, of the Corporation.

                  "CONVERSION  DATE"  means  each date on which the  Corporation
receives by telecopy  written notice in accordance with Section 4(i) hereof from
a holder of Series D Preferred  Stock that such holder elects to convert  shares
of its Series D Preferred Stock.

                  "EFFECTIVE DATE" means the date as of which the Securities and
Exchange Commission has issued a declaration or order of effectiveness  relating
to a  registration  statement  filed,  in compliance  with the Securities Act of
1933,  as amended,  and Rule 415  thereunder,  with  respect to shares of Common
Stock issued or issuable on conversion of the Series D Preferred  Stock pursuant
to Section 4 below.

                  "FUNDAMENTAL  CHANGE" means: (i) any sale, lease,  exchange or
other transfer of all or substantially all of the assets or capital stock of the
Corporation;  or (ii) any merger or  consolidation to which the Corporation is a
party.  Notwithstanding the foregoing,  the following shall not be a Fundamental
Change:  A merger or  consolidation  to which the  Corporation is a party and in
which it is the surviving corporation and there is no resulting reclassification
of the outstanding  Common Stock; and after giving effect to which,  persons who
were,  immediately  before  the  consummation  or  closing  of  such  merger  or
consolidation,  holders  of  outstanding  Common  Stock  will be the  direct  or
indirect owners of securities of the Corporation possessing,  on a fully diluted
basis,  at least  seventy-five  percent  (75%) of the voting power of all voting
securities of the Corporation (excluding, for purposes of such computation,  any
such person who also is a party to such merger or consolidation).

                                      -2-







                 "ISSUE  DATE"  means,  with  respect to each share of Series D
Preferred Stock held by any holder, the date on which the Corporation originally
issued such share to such holder  (regardless of the number of times transfer of
such  share  is  made  on the  stock  transfer  books  maintained  by or for the
Corporation, and regardless of the number of certificates which may be issued to
evidence  such  share,  and  irrespective  of any  subsequent  transfer or other
disposition of such share to any other holder),  pursuant to a periodic issuance
of the Series D Preferred Stock (not less than thirty (30) days apart) under the
Stock  Purchase  Agreement in which the  Corporation  has the right to request a
purchase of the Series D Preferred Stock during any thirty-day period.

                  "MARKET  PRICE"  means the average of the closing bid price of
the Common Stock of the Corporation as reported by the Nasdaq SmallCap Market or
Nasdaq National Market or, if the Corporation's Common Stock is no longer traded
on a Nasdaq market, such other exchange on which the Corporation's  Common Stock
is then  traded,  for the five (5)  Trading  Days  prior  to the  Closing  Date,
Effective  Date,  any Issue  Date,  or any date of  conversion  of the  series D
Preferred Stock..

                  "TRADING  DAY"  means a day on which  the  principal  national
securities  exchange on which the Common  Stock is listed or admitted to trading
is open for the  transaction of business;  or, if the Common Stock is not listed
or admitted to trading on any national  securities exchange but is listed on the
Nasdaq  system  (or  such  other  trading  system  then  in use by the  National
Association of Securities Dealers, Inc.), a day on which such system is open for
the transaction of business;  or, if the foregoing does not apply,  any business
day.

                  2.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (A) TREATMENT AT  LIQUIDATION,  DISSOLUTION  OR WINDING UP. In
the event of any  liquidation,  dissolution  or winding  up of the  Corporation,
whether voluntary or involuntary, or in the event of its insolvency,  before any
distribution  or  payment is made to any  holders  of Common  Stock or any other
class or series of capital stock of the  Corporation  designated to be junior to
the  Series D  Preferred  Stock,  and  subject  to the  liquidation  rights  and
preferences of any class or series of Preferred Stock designated by the Board of
Directors  in the  future  to be  senior  to or on a parity  with  the  Series D
Preferred  Stock with  respect to  liquidation  preferences,  the holder of each
share of Series D Preferred  Stock shall be entitled to be paid first out of the
assets  of  the  Corporation  available  for  distribution  to  holders  of  the
Corporation's  capital  stock of all  classes,  whether such assets are capital,
surplus or earnings,  an amount  equal to the Original  Issue Price per share of
Series D  Preferred  Stock held by any holder  (the  "LIQUIDATION  VALUE").  For
purposes hereof,  the Series D Preferred Stock shall rank on liquidation  junior
to the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock.

                  If,  upon  liquidation,  dissolution  or  winding  up  of  the
Corporation,  the assets of the  Corporation  available for  distribution to its
stockholders  shall be insufficient to pay the holders of the Series D Preferred
Stock the full amount to which they otherwise would be entitled,  the holders of
Series D Preferred  Stock shall share ratably in any  distribution  of available
assets pro rata in proportion to the respective  liquidation  preference amounts
which  would  otherwise  be  payable  upon   liquidation  with  respect  to  the
outstanding shares of the Series D Preferred Stock if








                                      -3-


all  liquidation  preference  amounts  with  respect to such shares were paid in
full,  based upon the  aggregate  Liquidation  Value  payable upon all shares of
Series D Preferred Stock then outstanding.

                  After such payment shall have been made in full to the holders
of the Series D Preferred  Stock, or funds necessary for such payment shall have
been set aside by the  Corporation  in trust for the  account  of holders of the
Series D Preferred  Stock so as to be available for such payment,  the remaining
assets available for distribution shall be distributed ratably among the holders
of the Common Stock and any class or series of capital  stock  designated  to be
junior to the Series D  Preferred  Stock (if any) in right of  payment  upon any
liquidation, dissolution or winding up of the Corporation.

                  The  amounts  set forth  above  shall be subject to  equitable
adjustment  by the  Board  of  Directors  whenever  there  shall  occur  a stock
dividend,   stock   split,   combination,   reorganization,    recapitalization,
reclassification  or other  similar  event  involving  a change  in the  capital
structure of the Series D Preferred Stock.

                  (B) DISTRIBUTIONS  OTHER THAN CASH. Whenever the distributions
provided for in this Section shall be payable in property  other than cash,  the
value of such  distribution  shall be the fair market value of such  property as
determined in good faith by the Board of Directors. All distributions (including
distributions  other  than cash)  made  hereunder  shall be made pro rata to the
holders of Series D Preferred Stock.

                  (C)  EVENTS NOT DEEMED A  LIQUIDATION.  Neither  the merger or
consolidation of the Corporation into or with any other corporation(s),  nor the
sale or transfer by the  Corporation  of all or any part of its assets,  nor the
reduction  of the  capital  stock of the  Corporation,  will be  deemed  to be a
liquidation, dissolution or winding up of the Corporation under this Section 2.

         3.       VOTING POWER.

                  (A) GENERAL.  Except as otherwise  expressly  provided in this
Section 3 or as otherwise  required by the General  Corporation Law of the State
of Delaware,  each holder of Series D Preferred  Stock shall be entitled to vote
on all  matters  and shall be  entitled  to that  number  of votes  equal to the
largest  number of whole shares of Common Stock into which such holder's  shares
of Series D Preferred  Stock could be converted,  pursuant to the  provisions of
Section 4 hereof,  at the  record  date for the  determination  of  stockholders
entitled to vote on any matter or, if no such record date is established, at the
date such vote is taken or any written  consent of  stockholders  is  solicited.
Except as otherwise expressly required by law, the holders of shares of Series A
Preferred Stock,  Series B Preferred Stock,  Series C Preferred Stock,  Series D
Preferred Stock and Common Stock shall vote together (or render written consents
in  lieu  of a  vote)  as a  single  class  on  all  matters  submitted  to  the
stockholders of the Corporation.

                  Such  determination  of "whole shares" shall be based upon the
aggregate number of shares of Series D Preferred Stock held by each holder,  and
not upon each share of Series D Preferred Stock so held by the holder.









                                      -4-

                  (B) AMENDMENTS TO CHARTER. For so long as there are any shares
of Series D Preferred Stock  outstanding,  the  Corporation  shall not amend its
Certificate of  Incorporation  or this  Certificate  of Designation  without the
approval,  by vote or written consent,  of the holders of at least a majority of
the then outstanding  shares of Series D Preferred  Stock,  voting together as a
class, each share of Series D Preferred Stock to be entitled to one vote in each
instance,  if such amendment would adversely affect the rights of the holders of
Series D Preferred Stock. Without limiting the generality of the foregoing,  the
creation, or increase in the authorized number of shares, of any class or series
of stock  ranking  prior to or on a parity  with the  Series D  Preferred  Stock
either as to dividends or upon  liquidation  shall be deemed to adversely affect
the  rights of the  holders of Series D  Preferred  Stock for  purposes  of this
Section 3(b).

         4.       CONVERSION RIGHTS.

                  (A) CONVERSION AT THE OPTION OF HOLDERS. Each holder of Series
D Preferred Stock shall have the right at any time, at such holder's option,  to
convert  the shares of Series D  Preferred  Stock held by such  holder into such
number  of fully  paid and  nonassessable  shares  of  Common  Stock as shall be
determined by multiplying the number of shares of Series D Preferred Stock to be
converted by a fraction, the numerator of which is the Original Issue Price, and
the denominator of which is the applicable Conversion Price (as defined below).

                  (B)  CONVERSION  PRICE.  The  conversion  price per share (the
"CONVERSION  PRICE")  shall be equal to the lesser of  subsections  (i) and (ii)
below:

                           (i)  Eighty-five  percent  (85%) of the Market  Price
prior to any conversion of the Series D Preferred Stock; or

                           (ii) one hundred  twenty-five  percent  (125%) of the
Market Price on the Closing Date.

                  (C) CONVERSION AT OPTION OF CORPORATION. At any time after the
close of business on the two-year  anniversary of the Effective Date, all of the
shares of Series D Preferred  Stock shall be  convertible,  at the option of the
Corporation,  into such number of fully paid and nonassessable  shares of Common
Stock as shall be  determined  by  multiplying  the number of shares of Series D
Preferred Stock outstanding on the Mandatory  Conversion Date (as defined below)
by a fraction,  the  numerator  of which is the Original  Issue  Price,  and the
denominator of which is the applicable Conversion Price.

                  The  Corporation  shall give  notice of its  exercise  of such
conversion  option to all holders of Series D Preferred Stock no later than five
(5) Trading Days before the date as of which the Corporation has elected to make
such conversion effective (such effective date of the conversion, the "MANDATORY
CONVERSION  Date").  Each holder of Series D Preferred Stock as of the Mandatory
Conversion Date shall, promptly after such date, surrender for conversion to the
Corporation  at its principal  office or to any transfer  agent for the Series D
Preferred Stock or the Common Stock all certificates  representing all shares of
Series D Preferred  Stock held by such holder,  accompanied  by a written notice
specifying the name or names in which such holder wishes the  certificate(s) for
shares of Common Stock to be issued.










                                      -5-

                  Effective  as of  the  close  of  business  on  the  Mandatory
Conversion Date, each share of Series D Preferred Stock then  outstanding  shall
be (and be deemed to have been)  converted  automatically,  without  any further
action by the holders  thereof,  into shares of Common  Stock.  Such  conversion
shall be deemed to have occurred  whether or not the  certificates  representing
such shares are surrendered to the Corporation or its transfer agent.

                  (D)   LIMITATION   ON   NUMBER   OF   SHARES.    Additionally,
notwithstanding  anything  set forth in this  Section 4 to the  contrary,  in no
event shall any holder of Series D Preferred Stock, prior to earlier to occur of
the Mandatory  Conversion  Date or the date of the  consummation or closing of a
Fundamental  Change, be entitled to convert Series D Preferred Stock into shares
of Common Stock to the extent that (x) the number of shares of the Corporation's
Common Stock  beneficially  owned by such holder and its affiliates  (other than
shares  of Common  Stock  which may be deemed  beneficially  owned  through  the
ownership of the  unconverted  portion of the shares of Series D Preferred Stock
held by such holder) plus (y) the number of shares of Common Stock issuable upon
such  conversion  would  result in  beneficial  ownership  by the holder and its
affiliates of more than 4.9% of the shares of Common Stock then outstanding. For
purposes of this Section  4(d),  beneficial  ownership  shall be  determined  in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D and 13G promulgated thereunder,  except as otherwise
provided in clause (x) of this Section 4(d). Each holder shall,  upon delivering
to the  Corporation a notice of election to convert shares of Series D Preferred
Stock in  accordance  with  Section  4(i)  hereof,  be  required  to provide the
Corporation with a certification in form and substance  reasonably  satisfactory
to the  Corporation,  that the conversion of the Series D Preferred  Stock being
converted will not result in such holder and its affiliates beneficially holding
more than 4.9%,  determined as heretofore provided, of the outstanding shares of
Common  Stock  on  such  Conversion   Date.  If  the  holder  cannot  make  such
certification,  the shares of Series D Preferred Stock to be converted shall not
be convertible.  Notwithstanding  the foregoing,  upon the Mandatory  Conversion
Date or upon the  consummation  or closing  of a  Fundamental  Change,  all such
shares of Series D Preferred  Stock then  outstanding  shall be  converted  into
Common Stock in accordance with Section 4(c) or 4(g), as applicable.

                  (E) DIVIDENDS OTHER THAN COMMON STOCK DIVIDENDS.  In the event
the  Corporation  shall  make or  issue,  or  shall  fix a  record  date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution  (other than a distribution  in  liquidation or other  distribution
otherwise  provided for herein) with respect to the Common Stock  payable in (i)
securities of the  Corporation  other than shares of Common Stock, or (ii) other
assets (excluding cash dividends or distributions),  then and in each such event
provision  shall be made so that the  holders  of the Series D  Preferred  Stock
shall  receive  upon  conversion  thereof in addition to the number of shares of
Common Stock receivable thereupon, the number of securities or such other assets
of the  Corporation  which they would have received had their Series D Preferred
Stock been  converted  into Common  Stock on the date of such event and had they
thereafter,  during the period from the date of such event to and  including the
Conversion  Date,  retained such  securities or such other assets  receivable by
them during such period,  giving application to all other adjustments called for
during  such  period  under  this  Section 4 with  respect  to the rights of the
holders of the Series D Preferred Stock.







                                      -6-

                  (F) CAPITAL REORGANIZATION OR RECLASSIFICATION.  If the Common
Stock  issuable  upon the  conversion  of the Series D Preferred  Stock shall be
changed into the same or  different  number of shares of any class or classes of
capital   stock,   whether   by   capital   reorganization,    recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock  dividend  provided for elsewhere in this Section 4, or the sale of all
or substantially all of the  Corporation's  capital stock or assets to any other
person),  then and in each such event the  holders of Series D  Preferred  Stock
shall have the right  thereafter to convert such shares into the kind and amount
of shares of capital stock and other  securities  and property  receivable  upon
such reorganization,  recapitalization,  reclassification or other change by the
holders of the number of shares of Common Stock into which such shares of Series
D  Preferred  Stock  might  have  been  converted   immediately  prior  to  such
reorganization,  recapitalization,  reclassification  or change,  all subject to
further adjustment as provided herein.

                  (G)  MANDATORY   CONVERSION  -  FUNDAMENTAL   CHANGE.  If  any
Fundamental  Change  shall  occur,  then each share of Series D Preferred  Stock
outstanding as of the date of the  consummation or closing thereof shall be (and
be deemed to have been) converted  automatically,  without any further action by
the holders thereof,  into such number of fully paid and nonassessable shares of
Common  Stock as shall be  determined  by  multiplying  the  number of shares of
Series D Preferred Stock  outstanding on the on the date of such consummation or
closing date by a fraction,  the numerator of which is the Original Issue Price,
and the denominator of which is the applicable Conversion Price. Such conversion
shall be deemed to have occurred  whether or not the  certificates  representing
such shares are surrendered to the Corporation or its transfer agent.

                  The Corporation shall give notice of a proposed or anticipated
Fundamental Change to all holders of the Series D Preferred Stock not later than
thirty (30) days before the expected closing or consummation of such Fundamental
Change,  provided that at all times during such thirty-day period a registration
statement  shall be in effect to permit the  registration  of the  Common  Stock
issuable upon  conversion of the Series D Preferred  Stock under the  Securities
Act of 1933, as amended.  The  Corporation  also shall give prompt notice of the
closing or consummation of such  Fundamental  Change to all holders of record of
the Series D  Preferred  Stock as of the date of such  closing or  consummation.
Each holder of Series D Preferred Stock shall thereupon  promptly  surrender for
conversion,  to the Corporation at its principal office or to any transfer agent
for  the  Series  D  Preferred  Stock  or the  Common  Stock,  all  certificates
representing  all  shares  of  Series D  Preferred  Stock  held by such  holder,
accompanied  by a  written  notice  specifying  the name or names in which  such
holder wishes the certificate(s) for shares of Common Stock to be issued.

                  (H) CERTIFICATE AS TO ADJUSTMENTS;  NOTICE BY CORPORATION.  In
each case of an  adjustment or  readjustment  of the Original  Issue Price,  the
Corporation at its expense will furnish each holder of Series D Preferred  Stock
so  affected  with a  certificate  prepared  by an officer  of the  Corporation,
showing such  adjustment or  readjustment,  and stating in detail the facts upon
which such adjustment or readjustment is based.

                  (I)  EXERCISE  OF  CONVERSION   PRIVILEGE.   To  exercise  its
conversion  privilege,  a holder of Series D Preferred  Stock shall give written
notice by telecopy to the  Corporation at its 










                                      -7-


principal  office  that such  holder  elects to  convert  shares of its Series D
Preferred  Stock and shall  thereafter  surrender  the  original  certificate(s)
representing  the shares being  converted to the  Corporation  at its  principal
office  together  with an originally  executed copy of such notice.  Such notice
shall also state the name or names  (with its address or  addresses,  as well as
the address(es) for delivery) in which the  certificate(s)  for shares of Common
Stock issuable upon such conversion shall be issued.  The certificate(s) for the
shares  of  Series  D  Preferred  Stock  surrendered  for  conversion  shall  be
accompanied by proper  assignment  thereof to the  Corporation  or in blank.  As
promptly  as   practicable   after  the   Corporation   receives   the  original
certificate(s)  for the  shares  of Series D  Preferred  Stock  surrendered  for
conversion, the proper assignment thereof to the Corporation or in blank and the
original notice of conversion (collectively, the "ORIGINAL DOCUMENTATION"),  but
in no event more than three (3) Trading Days after the Corporation's  receipt of
the Original Documentation, the Corporation shall issue and shall deliver to the
holder  of the  shares of  Series D  Preferred  Stock  being  converted,  at the
addresses  set forth  therefor  by the  holder,  such  certificate(s)  as it may
request  for the  number  of whole  shares  of Common  Stock  issuable  upon the
conversion  of such shares of Series D Preferred  Stock in  accordance  with the
provisions  of this Section 4, and cash, as provided in Section 4(j), in respect
of any fraction of a share of Common Stock issuable upon such  conversion.  Such
conversion shall be deemed to have been effected  immediately prior to the close
of business on the Conversion Date, and at such time the rights of the holder as
holder of the converted  shares of Series D Preferred  Stock shall cease and the
person(s) in whose name(s) any  certificate(s)  for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder(s) of
record of the shares of Common Stock  represented  thereby.  If the  Corporation
fails to issue and  deliver to such  holder  such  certificate(s)  for shares of
Common Stock within  three (3) Trading Days after the  Corporation's  receipt of
the Original Documentation, the Corporation shall pay the liquidated damages set
forth in the Stock Purchase  Agreement  between the  Corporation and the initial
purchasers of the Series D Preferred Stock.

                  (J) CASH IN LIEU OF FRACTIONAL SHARES. No fractional shares of
Common Stock or scrip  representing  fractional  shares shall be issued upon the
conversion  of shares of Series D  Preferred  Stock.  Instead of any  fractional
shares of Common  Stock that would  otherwise  be issuable  upon  conversion  of
Series D Preferred Stock, the Corporation  shall pay to the holder of the shares
of Series D Preferred Stock being converted a cash adjustment in respect of such
fractional  shares in an amount  equal to the same  fraction of the market price
per share of the Common Stock (as determined in a reasonable  manner  prescribed
by the Board of Directors) at the close of business on the Conversion  Date. The
determination  as to whether or not any fractional  shares are issuable shall be
based upon the  aggregate  number of shares of Series D  Preferred  Stock  being
converted at any one time by any holder thereof, not upon each share of Series D
Preferred Stock being converted.

                  (K) PARTIAL  CONVERSION.  In the event some but not all of the
shares of Series D Preferred Stock  represented by a certificate(s)  surrendered
by a holder are converted,  the  Corporation  shall execute and deliver to or on
the order of the holder,  at the expense of the  Corporation,  a new certificate
representing  the number of shares of Series D  Preferred  Stock  which were not
converted.  Such new  certificate  shall be so delivered on or prior to the date
set forth in Section 4(i) for the delivery of certificates  for shares of Common
Stock.









                                      -8-

                  (L) RESERVATION OF COMMON STOCK. The Corporation  shall at all
times reserve and keep available out of its  authorized  but unissued  shares of
Common Stock,  solely for the purpose of effecting the  conversion of the shares
of the Series D Preferred  Stock,  such number of its shares of Common  Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding  shares of the Series D  Preferred  Stock  (including  any shares of
Series D Preferred Stock represented by any warrants,  options,  subscription or
purchase rights for the Series D Preferred Stock), and if at any time the number
of  authorized  but unissued  shares of Common Stock shall not be  sufficient to
effect the conversion of all then  outstanding  shares of the Series D Preferred
Stock  (including  any shares of Series D  Preferred  Stock  represented  by any
warrants,  options,  subscriptions or purchase rights for the Series D Preferred
Stock),  then the Corporation shall be deemed to be in breach and default of its
obligations hereunder,  and in addition to all charges, claims and rights at law
or in equity that each holder  shall be entitled to, the  Corporation  shall use
all means  reasonably  available to it, and promptly take any and all actions as
may be necessary, to increase its authorized but unissued shares of Common Stock
to such number of shares as shall be sufficient for such purpose.

         5.  REDEMPTION AND REPURCHASE  RIGHTS.  The  Corporation  shall have no
right to redeem, and holders of shares of Series D Preferred Stock shall have no
right to cause the Corporation to redeem,  any or all of the outstanding  shares
of Series D Preferred Stock.

         6. NOTICES OF RECORD DATE. In the event of any:

                  (A) taking by the  Corporation  of a record of the  holders of
any class of securities for the purpose of determining  the holders  thereof who
are  entitled to receive any  dividend  or other  distribution,  or any right to
subscribe for,  purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or

                  (B)   capital   reorganization   of   the   Corporation,   any
reclassification  or  recapitalization  of the capital stock of the Corporation,
any  merger or  consolidation  of the  Corporation,  or any  transfer  of all or
substantially all of the assets of the Corporation to any other Corporation,  or
any other entity or person, or

                  (C)  voluntary  or  involuntary  dissolution,  liquidation  or
winding up of the Corporation,

then and in each such event the  Corporation  shall telecopy and thereafter mail
or cause to be  mailed  to each  holder  of  Series D  Preferred  Stock a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such  dividend,  distribution  or right and a description  of such  dividend,
distribution  or  right,  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution,  liquidation  or winding up is  expected to become  effective,  and
(iii) the time, if any, that is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property  deliverable
upon  such   reorganization,   reclassification,   recapitalization,   transfer,
consolidation, merger, dissolution, liquidation or winding up. Such notice shall
be telecopied and thereafter mailed by 









                                      -9-

first class mail, postage prepaid,  or by express overnight courier service,  at
least ten (10) days  prior to the date  specified  in such  notice on which such
action is to be taken.

         7.       GENERAL.

                  (A)  REPLACEMENT  OF  CERTIFICATES.   Upon  the  Corporation's
receipt,  from the  holder  of any  certificate  evidencing  shares  of Series D
Preferred  Stock,  of evidence  reasonably  satisfactory  to the Corporation (an
affidavit of such holder will be  satisfactory)  of the  ownership and the loss,
theft,  destruction  or mutilation of such  certificate,  and in the case of any
such  loss,  theft  or  destruction,   upon  receipt  of  indemnity   reasonably
satisfactory to the Corporation,  and in the case of any such  mutilation,  upon
surrender of such  certificate,  the  Corporation (at its expense) shall execute
and deliver to such holder, in lieu of such certificate,  a new certificate that
represents the number of shares  represented by, is dated the date of, is issued
in the name of the holder of, and is  substantially  identical  in form of, such
lost, stolen, destroyed or mutilated certificate.

                  (B)  PAYMENT  OF TAXES.  The  Corporation  shall pay all taxes
(other than taxes based upon income) and other governmental  charges that may be
imposed in  connection  with the  issuance  or  delivery of any shares of Common
Stock  (or  other  of  the  Corporation's  securities)  that  results  from  the
conversion of shares of Series D Preferred Stock pursuant to this Certificate of
Designations.  Notwithstanding the foregoing, if the Corporation,  pursuant to a
notice  from a holder of any shares of Series D  Preferred  Stock,  effects  the
issuance  or  delivery  of  any  shares  of  Common   Stock  (or  other  of  the
Corporation's  securities)  in any name(s) other than such holder's  name,  then
such holder shall deliver to the Corporation  with the aforesaid  notice (A) all
transfer  taxes and other  governmental  charges  payable  upon the  issuance or
delivery of securities in such other name(s) or (B) evidence satisfactory to the
Corporation that such taxes and charges have been or shall be paid in full.

                  (C) STATUS OF REDEEMED OR CONVERTED SHARES. Shares of Series D
Preferred  Stock that are  redeemed,  converted  or  otherwise  acquired  by the
Corporation in any manner  (including by purchase or exchange) shall be canceled
and upon  cancellation  (i) shall no longer  be deemed to be  outstanding,  (ii)
shall become  authorized but unissued shares of preferred stock  undesignated as
to series  and (iii) may be  reissued  as part of  another  series of  preferred
stock.