CERTIFICATE OF DESIGNATIONS

                                 OF

          RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS

         OF SERIES D NON-VOTING CONVERTIBLE PREFERRED
STOCK

                                 OF

                RODMAN & RENSHAW CAPITAL GROUP, INC.

                       a Delaware corporation


     Charles W. Daggs, III and Ernesto Arechavala certify
that:


     A.   They are the duly elected and acting President
and Corporate Secretary, respectively,
of Rodman & Renshaw Capital Group, Inc., a Delaware
corporation (the "Corporation").

     B.   Pursuant to the authority given by the
Corporation's Certificate of Incorporation, the
Board of Directors of the Corporation has duly adopted
the following recitals and resolutions:

          WHEREAS, the Certificate of Incorporation of
the Corporation provides for a
          class of shares known as Preferred Stock,
consisting of five million (5,000,000)
          shares issuable from time to time in one or
more series; and

          WHEREAS, the Board of Directors of the
Corporation is authorized to fix by
          resolution or resolutions the rights,
preferences, privileges and restrictions
          granted to or imposed upon the Preferred Stock
or any series thereof; and

          WHEREAS, the Board of Directors desires,
pursuant to its authority as
          aforesaid, to designate forty-five (45) shares
of the Preferred Stock as "Series
          D Non-Voting Convertible Preferred Stock" and
to fix the rights, preferences,
          privileges and restrictions relating to such
series of Preferred Stock;

          NOW, THEREFORE, BE IT RESOLVED, that the Board
of Directors hereby
          fixes the designation and the number of shares
constituting, and the rights,
          preferences, privileges and restrictions
relating to, the Series D Non-Voting 
          Convertible Preferred Stock:

          1.   Designation.  This series of Preferred
Stock shall be designated "Series
          D Non-Voting Convertible Preferred Stock" (the
"Series D Preferred Stock").

          2.   Number of Shares and Par Value.  The
number of shares constituting the
          Series D Preferred Stock shall be forty-five
(45).  Each share of the Series D
          Preferred Stock shall have a par value of one
cent ($.01).

          3.   Certain Definitions.  Unless the context
otherwise requires, the terms 
          defined in this paragraph 3 shall have, for all
purposes of this resolution, the 
          meanings herein specified.

               Common Stock.  The term "Common Stock"
shall mean all shares now
          or hereafter authorized of any class of Common
Stock of the Corporation and
          any other stock of the Corporation, howsoever
designated, authorized after the
          Issue Date, which has the right (subject always
to prior rights of any class or
          series of preferred stock) to participate in
the distribution of the assets and
          earnings of the Corporation without limit as to
per share amount.

               Conversion Date.  The term "Conversion
Date" shall have the meaning
          set forth in subparagraph 6(c) below.

               Conversion Price.  The term "Conversion
Price" shall mean the price per
          share of Common Stock used to determine the
number of shares of Common 
          Stock deliverable upon conversion of a share of
the Series D Preferred Stock,
          which price shall be determined pursuant to
subparagraph 6(b) below, subject
          to adjustment in accordance with the provisions
of subparagraph 6(e) below.

               Current Market Price.  The term "Current
Market Price" shall have the
          meaning set forth in subparagraph 6(f) below.

               Dividend Payment Date.  The term "Dividend
Payment Date" shall have
          the meaning set forth in subparagraph 4(a)
below.

               Dividend Period.  The term "Dividend
Period" shall have the meaning
          set forth in subparagraph 4(a) below.

               Issue Date.  The term "Issue Date" shall
mean the date that shares of 
          Series D Preferred Stock are first issued by
the Corporation.

               Junior Stock.  The term "Junior Stock"
shall mean, for purposes of
          paragraphs 4, 5 and 8 below, the Common Stock
and any other class or series
          of stock of the Corporation issued after the
Issue Date not entitled to receive any
          dividends in any Dividend Period unless all
dividends required to have been paid
          or declared and set apart for payment on the
Series D Preferred Stock shall have
          been so paid or declared and set apart for
payment and, for purposes of
          paragraphs 5 and 8 below, any class or series
of stock of the Corporation issued
          after the Issue Date not entitled to receive
any assets upon the liquidation,
          dissolution or winding up of the affairs of the
Corporation until the Series D 
          Preferred Stock shall have received the entire
amount to which such stock is 
          entitled upon such liquidation, dissolution or
winding up.

               Parity Stock.  The term "Parity Stock"
shall mean, for purposes of
          paragraphs 4, 5, 7 and 8 below, any other class
or series of stock of the
          Corporation issued after the Issue Date
entitled to receive payment of dividends
          on a parity with the Series D Preferred Stock
and, for purposes of paragraphs
          4 and 8 below, any other class or series of
stock of the Corporation issued after
          the Issue Date entitled to receive assets upon
the liquidation, dissolution or
          winding up of the affairs of the Corporation on
a parity with the Series D
          Preferred Stock.

               Senior Stock.  The term "Senior Stock"
shall mean, for purposes of
          paragraphs 4, 5, 7 and 8 below, any class or
series of stock of the Corporation
          issued after the Issue Date ranking senior to
the Series D Preferred Stock in
          respect of the right to receive dividends, and,
for purposes of paragraphs 4 and
          8 below, any class or series of stock of the
Corporation issued after the Issue
          Date ranking senior to the Series D Preferred
Stock in respect of the right to 
          receive assets upon the liquidation,
dissolution or winding up of the affairs of
          the Corporation.

               Subscription Price.  The term
"Subscription Price" shall mean $100,000
          per share.

               Subsidiary.  The term "Subsidiary" shall
mean any corporation of which
          shares of stock possessing at least a majority
of the general voting power in
          electing the board of directors are, at the
time as of which any determination is
          being made, owned by the Corporation, whether
directly or indirectly through
          one or more Subsidiaries.

          4.   Dividends.

               (a)  Subject to the prior preferences and
other rights of any Senior 
          Stock and restrictions imposed by the terms of
any indebtedness of the
          Corporation, the holders of Series D Preferred
Stock shall be entitled to receive,
          out of funds legally available for the purpose,
cash dividends at a per annum
          rate applied to the Subscription Price as
determined daily during each Dividend
          Period equal to the then most recent "Prime
Rate," as published in The Wall 
          Street Journal (or any successor publication)
as the base rate on corporate U.S.
          Dollar loans posted by at least 75% of the
nation's 30 largest banks (or any
          publicly published comparable rate as
determined by the Board of Directors) 
          plus two percent per annum; such rate to change
as and when such "Prime
          Rate" changes and such rate to be determined on
the basis of a 365 day year and
          the actual days elapsed during a Dividend
Period.  Such dividends shall be
          cumulative from July 1, 1996, and shall be
payable in arrears, when and as
          declared by the Board of Directors, on March
31, June 30, September 30 and
          December 31 of each year (each such date being
herein referred to as a
          "Dividend Payment Date"), commencing on
September 30, 1996.  The period
          from July 1, 1996, through September 30, 1996,
and each quarterly period
          between consecutive Dividend Payment Dates
thereafter shall hereinafter be
          referred to as a "Dividend Period."  Each such
dividend shall be paid to the 
          holders of record of the Series D Preferred
Stock as their names appear on the
          share register of the Corporation on the
corresponding Record Date.  As used
          above, the term "Record Date" means, with
respect to the dividend payment on
          March 31, June 30,  September 30 and December
31, respectively, of each
          year, the preceding March 30, June 29,
September 29 and December 30, or
          such other record date designated by the Board
of Directors of the Corporation
          with respect to the dividend payable on such
respective Dividend Payment Date. 
          Dividends on account of arrears for any past
Dividend Periods may be declared
          and paid at any time, without reference to any
Dividend Payment Date, to
          holders of record on such date, not exceeding
50 days preceding the payment
          date thereof, as may be fixed by the Board of
Directors.  No dividends shall be
          payable in respect of any period less than a
full Dividend Period.

               (b)  In the event that full cash dividends
are not paid or made
          available to the holders of all outstanding
shares of Series D Preferred Stock and
          of any Parity Stock, and funds available shall
be insufficient to permit payment
          in full in cash to all such holders of the
preferential amounts to which they are
          then entitled, the entire amount available for
payment of cash dividends shall be
          distributed among the holders of the Series D
Preferred Stock and of any Parity
          Stock ratably in proportion to the full amount
to which they would otherwise be
          respectively entitled, and any remainder not
paid in cash to the holders of the
          Series D Preferred Stock shall cumulate as
provided in subparagraph 4(c) below.

               (c)  If, on any Dividend Payment Date, the
holders of the Series D
          Preferred Stock shall not have received the
full dividends provided for in the 
          other provisions of this paragraph 4, then such
dividends shall cumulate,
          whether or not earned or declared, with
additional dividends thereon for each
          succeeding full Dividend Period during which
such dividends shall remain
          unpaid.  Unpaid dividends for any period less
than a full Dividend Period shall
          cumulate on a day-to-day basis and shall be
computed on the basis of a 365 day
          year.

               (d)  So long as any shares of Series D
Preferred Stock shall be
          outstanding, the Corporation shall not declare
or pay on any Junior Stock any
          dividend whatsoever, whether in cash, property
or otherwise (other than
          dividends payable in shares of the class or
series upon which such dividends are
          declared or paid, or payable in shares of
Common Stock with respect to Junior
          Stock other than Common Stock, together with
cash in lieu of fractional shares),
          nor shall the Corporation make any distribution
on any Junior Stock, nor shall
          any monies be paid or made available for a
sinking fund for the purchase or
          redemption of any Junior Stock, unless all
dividends to which the holders of 
          Series D Preferred Stock shall have been
entitled for all previous Dividend
          Periods shall have been paid or declared and a
sum of money sufficient for the
          payment thereof set apart.

          5.   Distributions Upon Liquidation,
Dissolution or Winding Up.  In the
          event of any voluntary or involuntary
liquidation, dissolution or other winding
          up of the affairs of the Corporation, subject
to the prior preferences and other
          rights of any Senior Stock, but before any
distribution or payment shall be made
          to the holders of Junior Stock, the holders of
the Series D Preferred Stock shall
          be entitled to be paid the Subscription Price
of all outstanding shares of Series
          D Preferred Stock as of the date of such
liquidation or dissolution or such other
          winding up, plus any accrued and unpaid
dividends thereon to such date, and
          no more, in cash or in property taken at its
fair value as determined by the
          Board of Directors.  If such payment shall have
been made in full to the holders
          of the Series D Preferred Stock, and if payment
shall have been made in full to
          the holders of any Senior Stock and Parity
Stock of all amounts to which such
          holders shall be entitled, the remaining assets
and funds of the Corporation shall
          be distributed among the holders of Junior
Stock, according to their respective
          shares and priorities.  If, upon any such
liquidation, dissolution or other winding
          up of the affairs of the corporation, the net
assets of the Corporation
          distributable among the holders of all
outstanding shares of the Series D
          Preferred Stock and of any Parity Stock shall
be insufficient to permit the
          payment in full to such holders of the
preferential amounts to which they are 
          entitled, then the entire net assets of the
Corporation remaining after the
          distributions to holders of any Senior Stock of
the full amounts to which they
          may be entitled shall be distributed among the
holders of the Series D Preferred
          Stock and of any Parity Stock ratably in
proportion to the full amounts to which
          they would otherwise be respectively entitled. 
Neither the consolidation or
          merger of the Corporation into or with another
corporation or corporations, nor
          the sale of all or substantially all of the
assets of the Corporation to another
          corporation or corporations shall be deemed a
liquidation, dissolution or winding
          up of the affairs of the corporation within the
meaning of this paragraph 5.

          6.   Conversion Rights.  The Series D Preferred
Stock shall be convertible
          into Common Stock as follows:

               (a)  Automatic Conversion.  Each
outstanding share of Series D
          Preferred Stock shall automatically be
converted, without any further act of the
          Corporation or its stockholders, into fully
paid and nonassessable shares of
          Common Stock at the Conversion Price then in
effect, upon the commencement
          of a rights offering to all stockholders of the
Corporation at a per share cash 
          price equal to such Conversion Price pursuant
to which the stockholders of the
          Corporation (other than the holders of Series
D Preferred Stock whose rights to
          purchase shares in the offering would be deemed
exercised and consummated
          by the conversion) could purchase the number of
shares proportional to the
          number of shares issued upon conversion
("Rights Offering").  The Series D
          Preferred Stock shall not otherwise be
convertible.

               (b)  Conversion Price.  Each share of
Series D Preferred Stock shall
          be converted into a number of shares of Common
Stock determined by dividing
          (i) the sum of (A) the Subscription Price plus
(B) any dividends on such share
          of Series D Preferred Stock which such holder
is entitled to receive, but has not
          yet received, by (ii) the Conversion Price in
effect on the Conversion Date. 
          The Conversion Price at which shares of Common
Stock shall initially be
          issuable upon conversion of the shares of
Series D Preferred Stock shall be
          determined on a floating basis and shall equal
the book value per share of
          Common Stock from time to time determined in
accordance with generally
          accepted accounting principles from the
Corporation's financial records as at the
          close of the full month immediately preceding
the Conversion Date, provided
          that: (i) if it is not practicable to determine
such book value on a sufficiently
          timely basis to commence the Rights Offering,
then the Conversion Price shall
          be so determined at the close of the full month
second preceding the Conversion
          Date; and (ii) if the applicable book value per
share is less than $0.09, then the
          Conversion Price shall be $.09.  The
determination of book value shall be made
          by the independent auditors of the Company
based on a review of the financial
          records of the Company but without an audit. 
The Conversion Price shall be
          subject to adjustment as set forth in
subparagraph 6(e).  No payment or
          adjustment shall be made for any dividends on
the Common Stock issuable upon
          such conversion.

               (c)  Mechanics of Conversion.  Upon the
occurrence of the event
          specified in subparagraph 6(a), the outstanding
shares of Series D Preferred
          Stock shall be converted automatically without
any further action by the holders
          of such shares and whether or not the
certificates representing such shares are
          surrendered to the Corporation or its transfer
agent; provided that the
          Corporation shall not be obligated to issue to
any such holder certificates
          evidencing the shares of Common Stock issuable
upon such conversion unless
          certificates evidencing the shares of Series D
Preferred Stock are either
          delivered to the Corporation or any transfer
agent of the Corporation. 
          Conversion shall be deemed to have been
effected on the date of the occurrence
          of the event specified in subparagraph 6(a) and
such date is referred to herein
          as the "Conversion Date."  Subject to the
provisions of subparagraph 6(e), as
          promptly as practicable thereafter (and after
surrender of the certificate or
          certificates representing shares of Series D
Preferred Stock to the Corporation
          or any transfer agent of the Corporation) the
Corporation shall issue and deliver
          to or upon the written order of such holder a
certificate or certificates for the
          number of full shares of Common Stock to which
such holder is entitled and a
          check or cash with respect to any fractional
interest in a share of Common Stock
          as provided in subparagraph 6(d).  Subject to
the provisions of
          subparagraph 6(e), the person in whose name the
certificate or certificates for
          Common Stock are to be issued shall be deemed
to have become a holder of
          record of such Common Stock on the applicable
Conversion Date.

               (d)  Fractional Shares.  No fractional
shares of Common Stock or
          script shall be issued upon conversion of
shares of Series D Preferred Stock. 
          Instead of any fractional shares of Common
Stock which would otherwise be 
          issuable upon conversion of any shares of
Series D Preferred Stock, the
          Corporation shall pay a cash adjustment in
respect of such fractional interest in
          an amount equal to that fractional interest of
the then Current Market Price.

               (e)  Conversion Price Adjustments.  The
Conversion Price shall be 
          subject to adjustment from time to time as
follows:

                    (i)    Consolidation, Merger, Sale,
Lease or Conveyance. 
          In case of any consolidation with or merger of
the Corporation with or into
          another corporation, or in case of any sale,
lease or conveyance to another
          corporation of the assets of the Corporation as
an entirety or substantially as an
          entirety, each share of Series D Preferred
Stock shall after the date of such
          consolidation, merger, sale, lease or
conveyance be convertible into the number
          of shares of stock or other securities or
property (including cash) to which the
          Common Stock issuable (at the time of such
consolidation, merger, sale, lease
          or conveyance) upon conversion of such share of
Series D Preferred Stock
          would have been entitled upon such
consolidation, merger, sale, lease or
          conveyance; and in any such case, if necessary,
the provisions set forth herein
          with respect to the rights and interests
thereafter of the holders of the shares of
          Series D Preferred stock shall be appropriately
adjusted so as to be applicable,
          as nearly as may reasonably be, to any shares
of stock or other securities or
          property thereafter deliverable on the
conversion of the shares of Series D
          Preferred Stock.

                    (ii)   Rounding of Calculations;
Minimum Adjustment.  All
          calculations under this subparagraph (e) shall
be made to the nearest cent or to
          the nearest one hundredth (1/100th) of a share,
as the case may be.  Any
          provision of this paragraph 6 to the contrary
notwithstanding, no adjustment in
          the Conversion Price shall be made if the
amount of such adjustment would be
          less than $0.01, but any such amount shall be
carried forward and an adjustment
          with respect thereto shall be made at the time
of and together with any
          subsequent adjustment which, together with such
amount and any other amount
          or amounts so carried forward, shall aggregate
$0.01 or more.

                    (iii)  Timing of Issuance of
Additional Common Stock Upon
          Certain Adjustments.  In any case in which the
provisions of this
          subparagraph (e) shall require that an
adjustment shall become effective
          immediately after a record date for an event,
the Corporation may defer until
          the occurrence of such event (A) issuing to the
holder of any share of Series D
          Preferred Stock converted after such record
date and before the occurrence of
          such event the additional shares of Common
Stock issuable upon such
          conversion by reason of the adjustment required
by such event over and above
          the shares of Common Stock issuable upon such
conversion before giving effect
          to such adjustment and (B) paying to such
holder any amount of cash in lieu of
          a fractional share of Common Stock pursuant to
subparagraph (d) of this
          paragraph 6; provided that the Corporation upon
request shall deliver to such
          holder a due bill or other appropriate
instrument evidencing such holder's right
          to receive such additional shares, and such
cash, upon the occurrence of the
          event requiring such adjustment.

               (f)  Current Market Price.  The Current
Market Price at any date
          shall mean, in the event the Common Stock is
publicly traded, the average of
          the daily closing prices per share of Common
Stock for 30 consecutive trading
          days ending no more than 15 business days
before such date (as adjusted for any
          stock dividend, split, combination or
reclassification that took effect during such
          30 business day period).  The closing price for
each day shall be the last
          reported sale price regular way or, in case no
such reported sale takes place on
          such day, the average of the last closing bid
and asked prices regular way, in
          either case on the principal national
securities exchange on which the Common
          Stock is listed or admitted to trading, or if
not listed or admitted to trading on
          any national securities exchange, the closing
sale price for such day reported by
          NASDAQ, if the Common Stock is traded
over-the-counter and quoted in the
          National Market System, or if the Common Stock
is so traded, but not so
          quoted, the average of the closing reported bid
and asked prices of the Common
          Stock as reported by NASDAQ or any comparable
system or, if the Common
          Stock is not listed on NASDAQ or any comparable
system, the average of the
          closing bid and asked prices as furnished by
two members of the National
          Association of Securities Dealers, Inc.
selected from time to time by the
          Corporation for that purpose.  If the Common
Stock is not traded in such
          manner that the quotations referred to above
are available for the period
          required hereunder, Current Market Price per
share of Common Stock shall be
          deemed to be the fair value as determined by
the Board of Directors,
          irrespective of any accounting treatment.

               (g)  Statement Regarding Adjustments. 
Whenever the Conversion
          Price shall be adjusted as provided in
subparagraph 6(e), the Corporation shall
          forthwith file, at the office of any transfer
agent for the Series D Preferred
          Stock and at the principal office of the
Corporation, a statement showing in
          detail the facts requiring such adjustment and
the Conversion Price that shall be
          in effect after such adjustment, and the
Corporation shall also cause a copy of
          such statement to be sent by mail, first class
postage prepaid, to each holder of
          shares of Series D Preferred Stock at its
address appearing on the Corporation's
          records.

               (h)  Costs.  The Corporation shall pay all
documentary, stamp,
          transfer or other transactional taxes
attributable to the issuance or delivery of 
          shares of Common Stock upon conversion of any
shares of Series D Preferred
          Stock; provided that the Corporation shall not
be required to pay any taxes
          which may be payable in respect of any transfer
involved in the issuance or
          delivery of any certificate for such shares in
a name other than that of the holder
          of the shares of Series D Preferred Stock in
respect of which such shares are 
          being issued.

               (i)  Reservation of Shares.  The
Corporation shall reserve at all times
          so long as any shares of Series D Preferred
Stock remain outstanding, free from
          preemptive rights, out of its treasury stock
(if applicable) or its authorized but
          unissued shares of Common Stock, or both,
solely for the purpose of effecting
          the conversion of the shares of Series D
Preferred Stock, sufficient shares of 
          Common Stock to provide for the conversion of
all outstanding shares of Series
          D Preferred Stock.

               (j)  Approvals.  If any shares of Common
Stock to be reserved for 
          the purpose of conversion of shares of Series
D Preferred Stock require
          registration with or approval of any
governmental authority under any federal
          or state law before such shares may be validly
issued or delivered upon
          conversion, then the Corporation will in good
faith and as expeditiously as
          possible endeavor to secure such registration
or approval, as the case may be. 
          If, and so long as, any Common Stock into which
the shares of Series D
          Preferred Stock are then convertible is listed
on any national securities
          exchange, the Corporation will,
contemporaneously with the conversion, cause
          to be listed and thereafter to keep listed on
such exchange, upon official notice
          of issuance, all shares of such Common Stock
issuable upon conversion.

               (k)  Valid Issuance.  All shares of Common
Stock which may be
          issued upon conversion of the shares of Series
D Preferred Stock will upon
          issuance by the Corporation be duly and validly
issued, fully paid and
          nonassessable and free from all taxes, liens
and charges with respect to the
          issuance thereof, and the Corporation shall
take no action which will cause a 
          contrary result (including without limitation,
any action which would cause the
          Conversion Price to be less than the par value,
if any, of the Common Stock).

          7.   Voting Rights.

               (a)  The holders of the issued and
outstanding shares of Series D
          Preferred Stock have no voting rights except as
set forth herein and as required
          by law.

               (b)  Without the consent of the holders of
at least

                    (i)    a majority of the shares of
Series D Preferred Stock
          then outstanding, given in writing or by vote
at a meeting of holders of Series
          D Preferred Stock called for such purpose, the
Corporation will not (A) increase
          the authorized amount of Series D Preferred
Stock or (B) create any other class
          of Parity Stock or Senior Stock or increase the
authorized amount of any such
          other class; and

                    (ii)   a majority of the shares of
Series D Preferred Stock
          then outstanding, given in writing or by vote
at a meeting of holders of Series
          D Preferred Stock called for such purpose, the
Corporation will not (A) other
          than as set forth in (i) above, amend, alter or
repeal any provision of the
          Certificate of Incorporation or this
Certificate so as to adversely affect the
          rights, preferences or privileges of the Series
D Preferred Stock or (B) merge
          or consolidate with or into any other person,
or sell substantially all of its assets
          or business to any other person, except that
the Corporation may merge with
          any person if the corporation is the entity
surviving such merger and such
          merger does not adversely affect the rights,
preferences and privileges of the
          Series D Preferred Stock.

          8.   Covenants.  In addition to any other
rights provided by law, so long as
          any Series D Preferred Stock is outstanding,
the Corporation, without first
          obtaining the affirmative vote or written
consent of the holders of not less than
          a majority of such outstanding shares of Series
D Preferred Stock, will not:

               (a)  amend or repeal any provision of, or
add any provision to, the 
          Corporation's Certificate of Incorporation or
By-Laws or to these resolutions if
          such action would alter adversely or change the
preferences, rights, privileges
          or powers of, or the restrictions provided for
the benefit of, any Series D
          Preferred Stock, or increase or decrease the
number of shares of Series D
          Preferred Stock authorized hereby;

               (b)  authorize or issue shares of any
class or series of stock not
          expressly authorized herein having any
preference or priority as to dividends,
          assets or other rights superior to or on a
parity with any such preference or
          priority of the Series D Preferred Stock, or
authorize or issue shares of stock
          of any class or any bonds, debentures, notes or
other obligations convertible into
          or exchangeable for, or having option rights to
purchase, any shares of stock of
          the Corporation having any preference or
priority as to dividends, assets or
          other rights superior to or on a parity with
any such preference or priority of
          the Series D Preferred Stock;

               (c)  reclassify any class or series of any
Junior Stock into Parity Stock
          or Senior Stock or reclassify any series of
Parity Stock into Senior Stock; or

               (d)  pay or declare any dividend on any
Junior Stock (other than
          dividends payable in shares of the class or
series upon which such dividends are
          declared or paid, or payable in shares of
Common Stock with respect to Junior
          Stock other than Common Stock, together with
cash in lieu of fractional shares
          and dividends not in excess of dividends paid
to the Series D Preferred Stock)
          while the Series D Preferred Stock remains
outstanding, or apply any of its
          assets to the redemption, retirement, purchase
or acquisition, directly or
          indirectly, through subsidiaries or otherwise,
of any Junior Stock, except from
          employees of the Corporation upon termination
of employment or otherwise 
          pursuant to the terms of stock purchase or
option agreements providing for the
          repurchase of, or right of first refusal with
respect to, such Junior Stock entered
          into with such employees.

          9.   Exclusion of Other Rights.  Except as may
otherwise be required by law,
          the Series D Preferred Stock shall not have any
preferences or relative,
          participating, optional or other special
rights, other than those specifically set
          forth in this resolution (as such resolution
may be amended from time to time)
          and in the Corporation's Certificate of
Incorporation.  The shares of Series D
          Preferred Stock shall have no preemptive or
subscription rights.  The Series D
          Preferred Stock shall not be subject to
redemption or the operation of a
          retirement or sinking fund.

          10.  Headings of Subdivisions.  The headings of
the various subdivisions
          hereof are for convenience of reference only
and shall not affect the
          interpretation of any of the provisions hereof.

          11.  Severability of Provisions.  If any right,
preference or limitation of the
          Series D Preferred Stock set forth in this
resolution (as such resolution may be
          amended from time to time) is invalid, unlawful
or incapable of being enforced
          by reason of any rule of law or public policy,
all other rights, preferences and
          limitations set forth in this resolution (as so
amended) which can be given effect
          without the invalid, unlawful or unenforceable
right, preference or limitation 
          shall, nevertheless, remain in full force and
effect, and no right, preference or
          limitation herein set forth shall be deemed
dependent upon any other such right,
          preference or limitation unless so expressed
herein.

          12.  Status of Reacquired Shares.  Shares of
Series D Preferred Stock which
          have been issued and converted or reacquired in
any manner shall (upon
          compliance with any applicable provisions of
the laws of the State of Delaware)
          have the status of authorized and unissued
shares of Preferred Stock issuable in
          series undesignated as to series and may be
redesignated and reissued.

     C.   The authorized number of shares of Preferred
Stock of the Corporation is 5,000,000
and the number of shares constituting the Series D
Non-Voting Convertible Preferred Stock, consisting
of the shares authorized hereby, is 45.<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed
this certificate as of April 30, 1996,
on behalf of the Corporation, and certify under penalty
of perjury that this is the act and deed of the
Corporation, and that the facts stated herein are true.


                                                        
            
                    By:  /s/ Charles W. Daggs, III
                        ---------------------------
                        President and Chief Executive Officer



                                                        
            
                    By:  /s/ Ernesto Arechavala
                        ------------------------                      
                        Ernesto Archavala
                        Secretary