CERTIFICATE OF DESIGNATIONS

                                 OF

          RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS

         OF SERIES C NON-VOTING CONVERTIBLE PREFERRED
STOCK

                                 OF

                RODMAN & RENSHAW CAPITAL GROUP, INC.

                       a Delaware corporation


     Charles W. Daggs, III and James D. Van De Graaff
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 fifty (50) shares of the Preferred
Stock as "Series C 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 C Non-Voting Convertible 
          Preferred Stock:

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

          2.   Number of Shares and Par Value.  The
number of shares constituting the
          Series C Preferred Stock shall be fifty (50). 
Each share of the Series C 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 C
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 C 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 C 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 C 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 C
          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 C 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 C
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 C 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 C 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
C 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 C 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 C 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 C Preferred Stock shall cumulate as
provided in subparagraph 4(c) below.

               (c)  If, on any Dividend Payment Date, the
holders of the Series C
          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 C
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 C
          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 C Preferred Stock shall be
entitled to be paid the Subscription Price of all
          outstanding shares of Series C 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 C 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
C 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 C 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 C Preferred
Stock shall be convertible
          into Common Stock as follows:

               (a)  Automatic Conversion.  Each
outstanding share of Series C
          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 C
          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 C Preferred Stock
          shall not otherwise be convertible.

               (b)  Conversion Price.  Each share of
Series C 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 C 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 C 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 C 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 C
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 C 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 C Preferred Stock. 
          Instead of any fractional shares of Common
Stock which would otherwise be 
          issuable upon conversion of any shares of
Series C 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 C 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 C 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 C 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 C
          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 C
          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 o
          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 C 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 C 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 C 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 C 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 C 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 C
Preferred Stock, sufficient shares of 
          Common Stock to provide for the conversion of
all outstanding shares of Series
          C Preferred Stock.

               (j)  Approvals.  If any shares of Common
Stock to be reserved for 
          the purpose of conversion of shares of Series
C 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 C
          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
C 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 C
          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 C Preferred Stock
          then outstanding, given in writing or by vote
at a meeting of holders of Series
          C Preferred Stock called for such purpose, the
Corporation will not (A) increase
          the authorized amount of Series C 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 C Preferred Stock
          then outstanding, given in writing or by vote
at a meeting of holders of Series
          C 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
C 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 C Preferred Stock.

          8.   Covenants.  In addition to any other
rights provided by law, so long as
          any Series C 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
C 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 C
          Preferred Stock, or increase or decrease the
number of shares of Series C
          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 C 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 C 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 C Preferred Stock)
          while the Series C 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 C 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 C
          Preferred Stock shall have no preemptive or
subscription rights.  The Series C
          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 C 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 C 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 C
Non-Voting Convertible Preferred Stock, consisting
of the shares authorized hereby, is 50.<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed
this certificate as of March 29,
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
                         ---------------------------
                         Charles W. Daggs, III   
                         President and Chief Executive Officer



                                                        
            
                    By: /s/ James D. Van De Graaff
                         ----------------------------
                           James D. Van De Graaff 
                           Secretary