EXHIBIT 3.11
                                                                    ------------

                                  DYNAGEN, INC.

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                     AND RIGHTS OF SERIES P 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 May 9, 2001 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 P 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, the Certificate of Designations, Preferences and Rights of Series
P Preferred Stock filed with the Secretary of State of the State of Delaware on
May 9, 2001, providing for the creation of the Series P Preferred Stock, par
value $.01 per share, of the Corporation, and the voting powers, preferences and
relative, participating, option and other special rights and the qualifications,
limitations and restrictions thereof, be and hereby are amended and restated as
set forth on Exhibit A attached hereto.

           EXECUTED as of this 9th day of May, 2001.

                                               DYNAGEN, INC.



                                               By:    /s/Dhananjay G. Wadekar
                                                      ------------------------
                                                      Dhananjay G. Wadekar
                                                      President
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                                    EXHIBIT A
                                    ---------


(a)    Description and Designation of Series P Preferred Stock

       1. Designation and Definitions.

           (a) Designation. A total of 20,000 shares of the Corporation's
previously undesignated Preferred Stock, $.01 par value, shall be designated as
the "Series P Preferred Stock." The original issue price per share of the Series
P Preferred Stock shall be $100 (the "Original Issue Price").

           (b) Certain Definitions. As used herein, the following terms, unless
the context otherwise requires, have the following respective meanings:

                 (i) "Common Stock" means the common stock, par value $.01 per
share, of the Corporation.

                 (ii) "Conversion Date" means (i) in the case of a conversion
upon the request of a holder of Series P Preferred Stock, 3 days from the
Conversion Notice Date, and (ii) in the case of a conversion upon the request of
the Corporation, the Conversion Notice Date.

                 (iii) "Conversion Notice Date" means (i) each date on which the
Corporation receives by telecopy written notice in accordance with Section 5(h)
hereof from a holder of Series P Preferred Stock that such holder elects to
convert shares of its Series P Preferred Stock, or (ii) the date on which the
Corporation gives by telecopy written notice to holders of Series P Preferred
Stock to convert shares of Series P Preferred Stock.

                 (iv) "Conversion Price" means: (i) 80% of the Three Day Average
Quoted Price for the three Trading Days immediately preceding the Conversion
Notice Date, for the period from April 30, 2001, up to and including January 31,
2002, (ii) 75% of the Three Day Average Quoted Price for the three Trading Days
immediately preceding the Conversion Notice Date, for the period from February
1, 2002 up to and including April 30, 2002, and (iii) 70% of the Three Day
Average Quoted Price for the three Trading Days immediately preceding the
Conversion Notice Date, for the period from and after May 1, 2002.(IV)

                 (v) "Discount Rate" means: (i) 20%, for the period from the
date hereof up to (and including) the 240th day following the Issue Date, (ii)
25%, for the period from the 240th day following the Issue Date, up to (and
including) the first anniversary of the Issue Date, and (iii) 30%, for the
period from and after the first anniversary of the Issue Date.(V)

                 (vi) "Fundamental Change" means: (i) any sale, lease, exchange
or other transfer of all or substantially all of the assets 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 of consolidation (a) to which the Corporation is a
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party; (b) in which it is the surviving corporation and there is no resulting
reclassification of the outstanding Common Stock; and (c) 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 fifty-one percent (51%) 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).

                 (vii) "Issue Date" means, with respect to each share of Series
P 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).

                 (viii) "Quoted Price" means the closing bid price of the Common
Stock of the Corporation as reported by the OTC Bulletin Board or Bloomberg.

                 (ix) "Three Day Average Quoted Price" means the average of the
closing bid price of the Common Stock of the Corporation as reported by the OTC
Bulletin Board or Bloomberg, for three (3) consecutive Trading Days.

                 (x) "Trading Day" means a day on which the principal 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 securities exchange but is listed on the NASD OTC Bulletin
Board (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. Dividends. Except as expressly provided herein the holders of shares
of Series P Preferred Stock shall not be entitled to dividends.

           (a) Declared Dividends on Common Stock. If the Board of Directors
shall declare a cash dividend payable upon the then outstanding shares of Common
Stock (other than a stock dividend on the Common Stock distributed solely in the
form of additional shares of Common Stock), the holders of the Series P
Preferred Stock shall be entitled to the amount of dividends on the Series P
Preferred Stock as would be declared payable on the largest number of whole
shares of Common Stock into which the shares of Series P Preferred Stock held by
each holder thereof could be converted pursuant to the provisions of Section 5
hereof, such number determined as of the record date for the determination of
holders of Common Stock entitled to receive such dividend. Such determination of
"whole shares" shall be based upon the aggregate number of shares of Series P
Preferred Stock held by each holder, and not upon each share of Series P
Preferred Stock so held by the holder.

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           (b) Dividends on Other Securities. The Board of Directors may declare
and the Corporation may pay or set apart for payment, or cause the accrual of,
stated or cumulative dividends and other distributions on any other series of
preferred stock, and may purchase or otherwise redeem any of the same (or any
warrants, rights, options or other securities exercisable therefor or
convertible or exchangeable therein), and the holders of Series P Preferred
Stock shall not be entitled to share therein.

       3. 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 P 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 P
Preferred Stock with respect to liquidation preferences, the holder of each
share of Series P 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 P Preferred Stock held by any holder (the "LIQUIDATION VALUE"). For
purposes hereof, the Series P Preferred Stock shall rank on liquidation junior
to the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, the
Series F Preferred Stock, the Series G Preferred Stock, the Series H Preferred
Stock, the Series I Preferred Stock, the Series J Preferred Stock, the Series K
Preferred Stock, the Series L Preferred Stock, the Series M Preferred Stock, the
Series N Preferred Stock and the Series O 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 P Preferred Stock the
full amount to which they otherwise would be entitled, the holders of Series P
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 P Preferred Stock if 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 P Preferred Stock then outstanding.

           After such payment shall have been made in full to the holders of the
Series P 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 P
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 P Preferred Stock (if any) in right of payment upon any liquidation,
dissolution or winding up of the Corporation.

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<PAGE>

           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 P
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 P Preferred Stock.

           (c) Events Not Deemed A Liquidation. A Fundamental Change will not be
deemed to be a liquidation, dissolution or winding up of the Corporation under
this Section 3.

       4. Voting Power.

           (a) General. Except as expressly provided in this Section 4 or as
otherwise required by the General Corporation Law of the State of Delaware, each
holder of Series P 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 P Preferred
Stock could be converted, pursuant to the provisions of Section 5 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 required by
law, the holders of shares of Series P Preferred Stock and Common Stock shall
vote together (or render written consent in lieu of a vote) as a single class on
all matters submitted to the stockholders of the Corporation. The determination
as to the number of "whole shares" shall be based upon the aggregate number of
shares of Series P Preferred Stock held by each holder, not upon each share of
Series P Preferred Stock so held by the holder.

           (b) Amendments to Charter. For so long as there are any shares of
Series P 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 seventy-five
percent (75%) of the then outstanding shares of Series P Preferred Stock, voting
together as a class, each share of Series P Preferred Stock to be entitled to
one vote in each instance, if such amendment would adversely affect the rights
of the holders of Series P Preferred Stock.

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<PAGE>

       5. Conversion Rights.

           (a) Conversion. Subject to Section 6 and as provided elsewhere in
this Section 5, each holder of Series P Preferred Stock shall have the right, at
such holder's option, to convert at any time on or after November 1, 2001, any
of the shares of Series P 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 P Preferred Stock to be converted by
a fraction, the numerator of which is the Original Issue Price, and the
denominator of which is the Conversion Price applicable to those shares;
provided that in no event shall any holder of Series P Preferred Stock convert
more than twenty percent (20%) of such holder's shares of Series P Preferred
Stock in any period of five (5) consecutive Trading Days. On or after the second
anniversary of the date hereof, the Corporation may, at its option, by giving
written notice to the holders of shares of Series P Preferred Stock to be
converted, convert all outstanding shares of Series P Preferred Stock into such
number of fully paid and non-assessable shares of Common Stock as shall be
determined by multiplying the number of shares of Series P 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.

           (b) Limitation on Number of Shares. Additionally, notwithstanding
anything set forth in this Section 5 to the contrary, other than upon the
delivery of a Redemption Notice or upon a Fundamental Change, if as a result of
any change in the listing status of the Corporation, NASD Rule 4460 or its
equivalent applies to the Corporation, no holder of Series P Preferred Stock
shall be entitled to convert Series P Preferred Stock into shares of Common
Stock to the extent that such conversions when taken together with all other
conversions of shares of Series P Preferred Stock shall exceed 19.9% of the
issued and outstanding shares of Common Stock of the Corporation on the date
hereof, provided that if such conversion is to exceed 19.9%, the Corporation at
its sole option shall either (i) redeem any shares of Series P Preferred Stock
submitted for conversion in excess of 19.9% for an amount equal to (x) the
Original Issue Price, divided by (y) one minus the applicable Discount Rate,
(ii) within not more than thirty (30) days obtain approval of its stockholders
for the issuance of such additional shares of Common Stock or (iii) do a
combination of any of the foregoing. In addition, notwithstanding anything
herein to the contrary, except in the event of a Fundamental Change, no holder
of Series P Preferred Stock shall have the right, and the Corporation shall not
have the obligation, to convert all or any portion of the Series P Preferred
Stock if and to the extent that the issuance to such holder of shares of Series
P Preferred Stock upon such conversion would result in such holder being deemed
the beneficial owner of more than four and ninety nine one-hundredths (4.99%)
percent of the then outstanding shares of Common Stock within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder.

           (c) 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

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assets (excluding cash dividends or distributions), then and in each such event
provision shall be made so that the holders of the Series P 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 P 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 5 with respect to the rights of the
holders of the Series P Preferred Stock.

           (d) Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to such subdivision
shall be proportionately reduced, and, conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

           (e) Capital Reorganization or Reclassification. If the Common Stock
issuable upon the conversion of the Series P Preferred Stock shall be changed
into the same or a 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 5, 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 P 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 P Preferred Stock
might have been converted immediately prior to such reorganization,
recapitalization, reclassification or change, all subject to further adjustment
as provided herein.

           (f) Mandatory Conversion - Fundamental Change. If any Fundamental
Change shall occur, then each share of Series P 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 P Preferred
Stock outstanding 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 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 P Preferred Stock not later than
thirty (30) days before the expected closing or consummation of such Fundamental
Change. The Corporation also shall give prompt notice

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of the closing or consummation of such Fundamental Change to all holders of
record of the Series P Preferred Stock as of the date of such closing or
consummation. Each holder of Series P Preferred Stock shall thereupon promptly
surrender for conversion, to the Corporation at its principal office or to any
transfer agent for the Series P Preferred Stock or the Common Stock, all
certificates representing all shares of Series P 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.

           (g) Certificate as to Adjustments; Notice by Corporation. In each
case of an adjustment or readjustment of the Conversion Price, the Corporation
at its expense will furnish each holder of Series P 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.

           (h) Exercise of Conversion Privilege. To exercise its conversion
privilege, a holder of Series P Preferred Stock shall give written notice by
telecopy to the Corporation at its principal office that such holder elects to
convert shares of its Series P 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 P 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 P 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 later of the
Corporation's receipt of the Original Documentation and the Conversion Date (the
"Delivery Date"), the Corporation shall issue and shall deliver to the holder of
the shares of Series P 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 P Preferred Stock in accordance with the provisions of this
Section 5, and cash, as provided in Section 5(i), in respect of any fraction of
a share of Common Stock issuable upon such conversion. Such conversion or any
conversion upon the request of the Corporation shall be deemed to have been
effected immediately prior to the close of business on the applicable Conversion
Date, and at such time the rights of the holder as holder of the converted
shares of Series P 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.

           (i) 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 P Preferred Stock. Instead of any fractional
shares of Common Stock that would otherwise be issuable upon conversion of
Series P Preferred Stock, the Corporation shall pay to the holder of

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the share of Series P 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 P Preferred Stock
being converted at any one time by any holder thereof, not upon each share of
Series P Preferred Stock being converted.

           (j) Partial Conversion. In the event some but not all of the shares
of Series P 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 P Preferred Stock which were not
converted. Such new certificate shall be so delivered on or prior to the date
set forth in Section 5(h) for the delivery of certificates for shares of Common
Stock.

           (k) 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 P 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 P Preferred Stock (including any shares of Series P
Preferred Stock represented by any warrants, options, subscription or purchase
rights for the Series P 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 P Preferred Stock
(including any shares of Series P Preferred Stock represented by any warrants,
options, subscriptions or purchase rights for the Series P Preferred Stock),
then 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.

           (l) Delivery of Common Stock. In the event that entirely due to the
Corporation's direct or indirect actions or to its failure to act (the
"Corporation's Actions"), the Corporation fails to deliver the number of whole
shares of Common Stock issuable upon conversion pursuant to Section 5(i) (the
"Conversion Stock") within five (5) business days following the Delivery Date,
the Corporation shall pay late payments to the holder seeking conversion (the
"Converting Holder") pursuant to the following schedule: (i) for the sixth
business day following the Delivery Date, $100 for each $10,000 of Liquidation
Value attributable to the Series P Preferred Stock that were tendered for
conversion pursuant hereto, (ii) for the seventh business day following the
Delivery Date, $200 for each $10,000 of such Liquidation Value, (iii) for the
eighth business day following the Delivery Date, $300 for each $10,000 of such
Liquidation Value, (iv) for the eighth business day following the Delivery Date,
$400 for each $10,000 of such Liquidation Value, (v) for the ninth business day
following the Delivery Date, $500 for each $10,000 of such Liquidation Value,
for the tenth or more business day following the Delivery Date, $500 plus an
additional $200 for each $10,000 of such

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Liquidation Value for each additional business day in which the Conversion Stock
is not delivered.

           The Corporation shall pay any payments incurred under this Section
(5)(l) in immediately available funds upon demand. Nothing herein shall limit
the Converting Holder's right to pursue actual damages for the Corporation's
Actions resulting in the Corporation's failure to issue and deliver the
Conversion Stock to the Converting Holder. Furthermore, in addition to any other
remedies which may be available to the to the Converting Holder, in the event
that due to the Corporation's Actions, the transfer agent fails to deliver such
shares of Common Stock within five (5) business days after the Delivery Date,
the Converting Holder will be entitled to revoke the relevant Notice of
Conversion by delivering a notice to such effect to the Corporation whereupon
the Corporation and the Converting Holder shall each be restored to their
respective positions immediately prior to delivery of such notice of conversion.

           If, by the relevant Delivery Date, due to the Corporation's Actions,
the transfer agent fails for any reason to deliver the Conversion Stock and
after such Delivery Date, the Converting Holder purchases, in an open market
transaction or otherwise, shares of Common Stock (the "Covering Shares") solely
in order to make delivery in satisfaction of a sale of Common Stock by the
Converting Holder (the "Sold Shares"), which delivery such Converting Holder
anticipated to make using the Conversion Stock (a "Buy-In"), the Corporation
shall pay to the Converting Holder, in addition to any other amounts due to such
holder hereunder, and not in lieu thereof, the Buy-In Adjustment Amount (as
defined below). The "Buy In Adjustment Amount" is the amount equal to the
excess, if any, of (x) the Converting Holder's total purchase price (including
brokerage commissions, if any) for the Covering Shares over (y) the net proceeds
(after brokerage commissions, if any) received by the Converting Holder from the
sale of the Sold Shares. The Corporation shall pay the Buy-In Adjustment Amount
to the Purchaser in immediately available funds immediately upon demand by the
Converting Holder. By way of illustration and not in limitation of the
foregoing, if the Converting Holder purchases shares of Common Stock having a
total purchase price (including brokerage commissions) of $11,000 to cover a
Buy-In with respect to shares of Common Stock it sold for net proceeds of
$10,000, the Buy-In Adjustment Amount which Corporation will be required to pay
to the Converting Holder will be $1,000.

           In lieu of delivering physical certificates representing the
securities issuable upon conversion, provided the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of the Converting Holder and its compliance with
the provisions contained in this paragraph, so long as the certificates therefor
do not bear a legend and the Converting Holder thereof is not obligated to
return such certificate for the placement of a legend thereon, the Company shall
use its best efforts to cause its transfer agent to electronically transmit the
shares of Common Stock issuable upon conversion to the Converting Holder by
crediting the account of Converting Holder's Prime Broker with DTC through its
Deposit Withdrawal Agent Commission system.

       6. Redemption Rights. At the Corporation's option, at any time, the
Corporation may redeem all or any of the then outstanding shares of Series P
Preferred Stock by giving

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written notice to the holders of shares of Series P Preferred Stock to be
redeemed (the "Redemption Notice") of its election to redeem such shares. The
Corporation shall pay in cash an amount equal to (i) the Original Issue Price of
the shares to be redeemed, divided by (ii) one minus the Discount Rate
applicable to the shares to be redeemed, within 5 days after the Redemption
Notice.

           The Company shall give at least ten (10) business days' written
notice of such redemption to the holder of shares of Series P Preferred Stock to
be redeemed (the "Notice of Redemption"). Anything in the preceding provisions
of this Section 5 to the contrary notwithstanding, the Redemption Amount shall,
unless otherwise agreed to in writing by the holder after receiving the Notice
of Redemption, be paid to the holder in good funds at least five (5) but not
more than ten (10) business days from the date for redemption set forth in the
Notice of Redemption, except that, with respect to any shares of Series P
Preferred Stock for which a Notice of Redemption is given, the holder shall have
the right, exercisable by submitting a Notice of Conversion to the Company
within five (5) business days of the Holder's receipt of the Company's Notice of
Redemption, to convert any or all of the shares of Series P Preferred Stock
sought to be redeemed (a "Redemption Notice Conversion") and the Redemption
Notice Conversion shall take precedence over the redemption contemplated by the
Notice of Redemption. Such shares of Series P Preferred Stock shall be converted
in accordance with the terms hereof. Furthermore, in the event such Redemption
Amount is not timely paid, any rights of the Company to redeem outstanding
shares of Series P Preferred Stock shall terminate, and the Notice of Redemption
shall be null and void. Any redemption contemplated by this Section 6 shall be
made only in cash by the payment of immediately available good funds to the
Holder.

       7. 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 P 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

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<PAGE>

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 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.

       8. General.

           (a) Replacement of Certificates. Upon the Corporation's receipt, from
the holder of any certificate evidencing shares of Series P 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 P Preferred Stock pursuant to this Certificate of Designations. If the
Corporation, pursuant to a notice from a holder of any shares of Series P
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 P
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.




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