<PAGE>   1
                                                                     EXHIBIT 4.1

                           CERTIFICATE OF DESIGNATIONS
                        OF RIGHTS AND PREFERENCES OF THE
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                         TITAN MOTORCYCLE CO. OF AMERICA



         Pursuant to the authority expressly granted and vested in the Board of
Directors (the "BOARD OF DIRECTORS" or the "BOARD") of TITAN MOTORCYCLE CO. OF
AMERICA (the "COMPANY") by Section 78.1955 of the General Corporation Law of the
State of Nevada (the "Corporation Law") and the provisions of the Company's
Restated Articles of Incorporation, as amended, the Board of Directors adopted
the following resolution setting forth the designations, powers, preferences and
rights of its Series C Convertible Preferred Stock (the "CERTIFICATE OF
DESIGNATIONS") on June __, 2000:

         RESOLVED: That the designations, powers, preferences and rights of the
Series C Convertible Preferred Stock be, and they hereby are, as set forth
below:


                            I. DESIGNATION AND AMOUNT

         The designation of this series, which consists of 2,300 shares of
Preferred Stock, par value $.001 per share, is the Series C Convertible
Preferred Stock (the "SERIES C CONVERTIBLE PREFERRED STOCK").

                             II. CERTAIN DEFINITIONS

         For purposes of this Certificate of Designation, the following terms
shall have the following meanings:

         A. "ADDITIONAL CLOSING DATE," "CLOSING DATE" and "INITIAL CLOSING DATE"
have the meanings ascribed to them in the Securities Purchase Agreement.

         B. "BUY-IN ADJUSTMENT AMOUNT" means the amount equal to the excess, if
any, of (i) the Converting Holder's total purchase price (including brokerage
commissions, if any) for the Covering Shares over (ii) the net proceeds (after
brokerage commissions, if any) received by the Converting Holder from the sale
of the Sold Shares. By way of illustration and not in limitation of the
foregoing, if the Converting Holder (as defined in Article IV Paragraph B(6))
purchases shares of Common Stock having a total purchase price (including
brokerage commissions) of $11,000 to cover a Buy-In (as defined in Article IV
Paragraph B(6)) with respect to shares of Common Stock it sold for net proceeds
of $10,000, the Buy-In Adjustment Amount which the Company will be required to
pay to the Converting Holder will be $1,000.

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         C. "CAP REGULATIONS" has the meaning ascribed to it in Paragraph E(1)
of Article IV hereof.

         D. "CLOSING BID PRICE" means the closing bid price of the Common Stock
(in U.S. Dollars) on the Principal Trading Market as reported by the Reporting
Service. If the Closing Bid Price cannot be calculated for such security on the
relevant date on the foregoing basis, the Closing Bid Price of such security on
such date shall be the fair market value as reasonably determined by an
investment banking firm selected by the Holders of a majority of the then
outstanding shares of Series C Convertible Preferred Stock and reasonably
acceptable to the Company, with the costs of such appraisal to be borne by the
Company. The manner of determining the Closing Bid Price of the Common Stock set
forth in the foregoing definition shall apply with respect to any other security
in respect of which a determination as to closing bid price must be made
hereunder.

         E. "COMMON STOCK" means the Company's common stock, par value $.001 per
share.

         F. "CONTROL NOTICE" means a notice given by the Company to a Holder in
accordance with Paragraph D of Article VI hereof stating that an event has
occurred by reason of events which are outside the control of the Company.

         G. "CONVERSION DATE" has the meaning ascribed to it in the Securities
Purchase Agreement.

         H. "CONVERSION PRICE" means, with respect to any relevant date, the
lower of (i) the Initial Conversion Price or (ii) the Variable Conversion Price,
each of which amounts shall be subject to adjustment as provided herein.

         I. "EFFECTIVE DATE" means the date the relevant Registration Statement
for the shares of Common Stock issuable on conversion of the Series C
Convertible Preferred Stock and the exercise of the Warrants is declared
effective by the Securities and Exchange Commission.

         J. "EXISTING VARIABLE CONVERSION PRICE" means the Variable Conversion
Price in effect immediately before the relevant Reset Repricing Date.

         K. "HOLDER" means a person or entity holding shares of the Series C
Convertible Preferred Stock.

         L. "INITIAL CONVERSION PRICE" means $0.95 per share of Common Stock.

         M. "JUNIOR SECURITIES" means (i) any class or series of capital stock
of the Company authorized prior to the filing of this Certificate of
Designations that, by its terms, ranks junior to the Series C Convertible
Preferred Stock as to distribution of assets upon liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary and (ii) all classes
or series of capital stock of the Company authorized after the filing of this
Certificate of Designations, unless consented

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to as provided herein in each instance, each of which shall rank junior to the
Series C Convertible Preferred Stock as to distribution of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary.

         N. "LIQUIDATION PREFERENCE" means, with respect to a share of Series C
Convertible Preferred Stock, an amount equal to the Stated Value thereof, plus
the accrued and unpaid dividends thereon through the date of final distribution.

         O. "MARKET PRICE," as of any date, means the average of the Closing Bid
Price (in U.S. Dollars) for the lowest three (3) trading days (which need not be
consecutive) during the ten (10) consecutive trading days ending on the trading
day immediately preceding the relevant date (subject to equitable adjustment for
any stock splits, stock dividends, reclassifications or similar events during
such 10 trading day period). If market value cannot be calculated as of such
date on the foregoing basis, the Market Price shall be the fair market value as
reasonably determined by an investment banking firm selected by the Holders of a
majority of the then outstanding shares of Series C Convertible Preferred Stock
and reasonably acceptable to the Company, with the costs of the appraisal to be
borne by the Company. The manner of determining the Market Price of the Common
Stock set forth in the foregoing definition shall apply with respect to any
other security in respect of which a determination as to market value must be
made hereunder.

         P. "MATURITY DATE" means the date which is the second anniversary of
the relevant Closing Date.

         Q. "PARI PASSU SECURITIES" means any class or series of capital stock
of the Company hereafter created specifically ranking, by its terms, on parity
with the Series C Convertible Preferred Stock as to distribution of assets upon
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary.

         R. "PRINCIPAL TRADING MARKET" means The Nasdaq SmallCap Market, or if
the Common Stock is no longer listed on that market, the principal securities
exchange or trading market on which the Common Stock is listed or traded,
including the OTCBB or the pink sheets.

         S. "REGISTRATION RIGHTS AGREEMENT" has the meaning ascribed to it in
the Securities Purchase Agreement.

         T. "REGISTRATION STATEMENT" means the Registration Statement(s) to be
filed by the Company pursuant to the Registration Rights Agreement for the
resale of, among other shares, the Common Stock issuable upon conversion of the
Series C Convertible Preferred Stock and exercise of the Warrants and any
amendments thereto.

         U. "REPORTING SERVICE" means Bloomberg LP or if that service is not
then reporting the relevant information regarding the Common Stock, a comparable
reporting service of national reputation selected by the Holders of the Series C
Convertible Preferred Stock and reasonably acceptable to the Company.


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         V. "RESET DATE PRICE" means the amount obtained by multiplying 0.8 by
the Market Price as of the relevant Reset Pricing Date.

         W. "RESET PRICING DATE" means (i) the date which is six months after
the applicable Closing Date and (ii) each date which is three months after the
immediately preceding Reset Pricing Date. In the month in which it occurs, the
calendar date of the Reset Price Date shall be the same date as the calendar
date as the applicable Closing Date, unless the Closing Date calendar date does
not exist in such Reset Pricing Date month, in which event the calendar date
will be the last day of the month in which the Reset Pricing Date occurs (e.g.,
if a Closing Date is June 14, all Reset Pricing Dates for that Closing Date will
be on the 14th of the relevant months; if a Closing Date is July 31, all Reset
Pricing Dates will be on the 31st of the relevant month, except for months which
do not have 31 days, when the Reset Pricing Date will be the last day of such
month).

         X. "SECURITIES" means the shares of Series C Convertible Preferred
Stock or the Common Stock of the Company into which such shares are converted or
convertible, as contemplated hereby.

         Y. "SECURITIES PURCHASE AGREEMENT" means that certain Securities
Purchase Agreement, dated on or about the date of the filing of this Certificate
of Designations, to which the Company and the party or parties to whom shares of
Series C Convertible Preferred Stock are issued are parties.

         Z. "SENIOR SECURITIES" means each class or series of capital stock of
the Company, including, but not necessarily limited to, the Series A Convertible
Preferred Stock and the Series B Convertible Preferred Stock, authorized prior
to the original filing of this Certificate of Designations that , by its terms,
is senior to the Series C Convertible Preferred Stock as to distribution of
assets upon liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary.

         AA. "STATED VALUE" for the Series C Convertible Preferred Stock shall
be $1,000.00 per share.

         BB. "TRANSACTION AGREEMENTS" has the meaning ascribed to it in the
Securities Purchase Agreement and includes all ancillary documents entered into
between the parties to those agreements.

         CC. "VARIABLE CONVERSION PRICE" means, with respect to

         (i) the period commencing on the first Reset Pricing Date applicable to
         a given Closing Date, the Reset Date Price as of such Reset Pricing
         Date, and

         (ii) the period commencing any subsequent Reset Repricing Date
         applicable to such Closing Date, (a) if the Reset Date Price as of that
         Reset Pricing Date is not more than two hundred percent (200%) of the
         Existing Variable Conversion Price as of

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<PAGE>   5
         that Reset Repricing Date, the lower of such Existing Variable
         Conversion Price or such Reset Date Price, or (b) if the Reset Date
         Price as of that Reset Pricing Date is more than two hundred percent
         (200%) of the Existing Variable Conversion Price as of that Reset
         Pricing Date, the lower of such Reset Date Price or the Initial
         Conversion Price.

         DD. "WARRANTS" means the Warrants to Purchase Common Stock issued to
the initial Holders of the Series C Convertible Preferred Stock on a Closing
Date or any replacements thereof.

                                 III. DIVIDENDS

         A. GENERALLY. The Holders of the Series C Convertible Preferred Stock
shall be entitled to receive a 5% per annum dividend payable on the date (the
"DIVIDEND PAYMENT DATE") which is the earlier of (i) the first business day
after the last calendar day of March, June, September and December of each
calendar year or (ii) a Conversion Date. The dividend shall accrue on a daily
basis and shall be payable in cash or in Common Stock at the Company's option.
Such dividends shall be payable in preference to dividends on any Common Stock
or stock of any class ranking, as to dividend rights, junior to the Series C
Convertible Preferred Stock, and shall be junior as to payment of dividends to
the Senior Securities. Dividends shall be fully cumulative and shall accrue
(whether or not declared and whether or not there shall be funds legally
available for the payment of dividends) daily (based on a 365-day year) ,
without interest, and shall be payable on the Dividend Payment Date unless such
payment would be in violation of the Corporation Law.

         B. DIVIDENDS PAID IN COMMON STOCK. If paid in Common Stock, the number
of shares of Common Stock to be received shall be determined by dividing the
dollar amount of the dividend by the Conversion Price on the Dividend Payment
Date. If the dividend is to be paid in Common Stock, the Common Stock shall be
delivered to the Holder, or per Holder's instructions, (i) if being issued in
connection with a conversion, at the same time the Conversion Certificates
pursuant to Paragraph B(1) of Article IV of this Certificate of Designations are
to be delivered, and (ii) with respect to all other instances, within five (5)
business days after the Dividend Payment Date (such fifth business date, a
"DELIVERY DATE"). The certificates representing the dividends so paid are
referred to as "CONVERSION CERTIFICATES."

         C. DIVIDENDS PAID IN CASH. If the dividend is to be paid in cash, the
Company shall make such payment on the Dividend Payment Date. If the dividend is
not paid on the Dividend Payment Date, the dividend must be paid in Common Stock
in accordance with the provisions of this Certificate of Designations, unless
the Holder consents otherwise in each specific instance.


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<PAGE>   6
                                 IV. CONVERSION

         A. CONVERSION AT THE OPTION OF THE HOLDER. Subject to the limitations
on conversions contained in Paragraph C of this Article IV, each Holder of
shares of Series C Convertible Preferred Stock may, at any time and from time to
time convert (an "OPTIONAL CONVERSION") each of its shares of Series C
Convertible Preferred Stock into a number of fully paid and nonassessable shares
of Common Stock determined in accordance with the following formula:

                     STATED VALUE OF SHARES TO BE CONVERTED
                                CONVERSION PRICE

         B. MECHANICS OF CONVERSION. To effect a conversion of shares of the
Series C Convertible Preferred Stock, the Holder must deliver or fax a Notice of
Conversion in the form attached hereto as Exhibit A ("NOTICE OF CONVERSION") to
the Company (to the attention of the President, with copies to the Chief
Financial Officer of the Company, the Company's transfer agent and the Company's
counsel, all as identified by notice given by the Company to the Holder from
time to time) as provided in this Paragraph. The Notice of Conversion shall be
executed by the Holder of one or more shares of Series C Convertible Preferred
Stock and shall evidence such Holder's intention to convert all or a portion of
such shares. The date of conversion (the "CONVERSION DATE") shall be deemed to
be the date on which the Holder faxes or otherwise delivers a Notice of
Conversion to the Company, provided that the Holder must deliver to the Company
the certificate or certificates representing the shares being converted (the
"CONVERTED SHARES") no later than five (5) business days thereafter.

                  1. DELIVERY OF COMMON STOCK UPON CONVERSION. Certificates
         representing the Common Stock issuable on conversion of the Series C
         Convertible Preferred Stock (the "CONVERSION CERTIFICATES") will be
         delivered to the Converting Holder at the address specified in the
         Notice of Conversion (which may be the Converting Holder's address for
         notices as contemplated by the Securities Purchase Agreement or a
         different address), via express courier, by electronic transfer or
         otherwise, within five (5) business days (such fifth business day, a
         "DELIVERY DATE") after the later of (i) the date on which the Notice of
         Conversion is delivered to the Company as contemplated in this
         Paragraph or the Maturity Date, or (ii) the date on which the Converted
         Shares are delivered to the Company.

                  2. TAXES. The Company shall pay any and all taxes which may be
         imposed upon the Company with respect to the issuance and delivery of
         the shares of Common Stock upon the conversion of the Series C
         Convertible Preferred Stock other than transfer taxes due upon
         conversion, if such Holder has transferred to another party the Series
         C Convertible Preferred Stock or the right to receive Common Stock upon
         the Holder's conversion thereof or any or income taxes due on the part
         of the Holder. The Company shall have the right to withhold any taxes
         as required by the United States federal or state tax laws.


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<PAGE>   7
                  3. NO FRACTIONAL SHARES. If any conversion of Series C
         Convertible Preferred Stock would result in the issuance of a
         fractional share of Common Stock, such fractional share shall be
         disregarded and the number of shares of Common Stock issuable upon
         conversion of the Series C Convertible Preferred Stock shall be rounded
         up or down to the nearest whole share, it being understood that .5 of
         one share shall be rounded up to the next highest share.

                  4. CONVERSION DISPUTES. In the case of any dispute with
         respect to a conversion, the Company shall promptly issue such number
         of shares of Common Stock as are not disputed in accordance with
         Paragraph A of Article IV above. If such dispute involves the
         calculation of the Conversion Price, the Company shall first discuss
         such discrepancy with the Converting Holder. If the Company and the
         Converting Holder are unable to agree upon the Conversion Price
         calculation, the Company shall promptly submit the disputed
         calculations to independent auditors, which shall be one of the top six
         nationally recognized accounting firms selected by the Holder (unless
         the Holders and the Company mutually agree to a different firm). The
         auditors, at the expense of the party or parties in error (as
         determined by the auditors), shall audit the calculations and notify
         the Company and the Holder of the results within five (5) business days
         following the date it receives the disputed calculations. The auditor's
         calculation shall be deemed conclusive, absent manifest error. The
         Company shall then issue the appropriate number of shares of Common
         Stock in accordance with Paragraph A of Article IV above.

                  5. CERTAIN DEFAULTS. In the event the Company breaches the
         provisions of Section 4(g) of the Securities Purchase Agreement, the
         Conversion Price shall be amended to be equal to (x) 90% of (y) the
         amount determined in accordance with the provisions of this Certificate
         of Designations and the Transaction Agreements without regard to this
         provision.

                  6. DELAY IN DELIVERING CONVERSION CERTIFICATES. The Company
         understands that a delay in the delivery of the Conversion Certificates
         beyond the Delivery Date could result in economic loss to a Holder. As
         compensation to a Holder for such loss, the Company agrees that the
         Conversion Price will be adjusted to equal seventy-nine percent (79%)
         of the Conversion Price applicable immediately before the application
         of this provision, and the Company will then be obligated to issue
         Conversion Certificates based on the Conversion Price as so adjusted.
         In addition, and not in lieu of the foregoing, the Company agrees, if
         there is a further delay in the delivery of the Conversion Certificates
         (as adjusted in accordance with this provision) so that such Conversion
         Certificates are not received within five (5) business days after the
         Delivery Date, to pay late payments to such Holder for late delivery of
         Conversion Certificates in accordance with the following schedule
         (where "No. Business Days Late" is defined as the number of business
         days beyond five (5) business days after the Delivery Date):



<TABLE>
<CAPTION>

                                                                 Late Payment For Each $10,000 of Liquidation
                       No. Business Days Late                    Preference or Dividend Amount Being Converted
                    ----------------------------                 ---------------------------------------------
<S>                                                            <C>

</TABLE>


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<TABLE>
<S>                                                              <C>
                           1                                                          $100
                           2                                                          $200
                           3                                                          $300
                           4                                                          $400
                           5                                                          $500
                           6                                                          $600
                           7                                                          $700
                           8                                                          $800
                           9                                                          $900
                          10                                                        $1,000
                         >10                                          $1,000 +$200 for each Business Day Late
                                                                                beyond 10 days
</TABLE>

         The Company shall pay any payments incurred under this Paragraph in
         immediately available funds upon demand. For purposes of this Paragraph
         B(5) of Article IV, in connection with a Mandatory Conversion or
         Automatic Conversion (as those terms are defined below), the term
         "Delivery Date" shall refer to the earlier of (i) the Delivery Date
         determined in relation to a Notice of Conversion actually submitted by
         the Holder to the Company or (ii) the fifth business date after written
         notice from the Holder that the delivery of shares to the Holder in
         connection with a Mandatory Conversion or Automatic Conversion has not
         been accomplished. The Company shall pay any payments incurred under
         this Paragraph in immediately available funds upon demand. Nothing
         herein shall limit the Holder's right to pursue actual damages for the
         Company's failure to issue and deliver the Conversion Certificates to
         the Holder. Furthermore, in addition to any other remedies which may be
         available to a Holder, in the event that the Company fails for any
         reason to effect delivery of such Conversion Certificates 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 Company whereupon the Company and the
         Converting Holder shall each be restored to their respective positions
         immediately prior to delivery of such Notice of Conversion; provided,
         however, that any payments contemplated by this Paragraph B(6) which
         have accrued through the date of such revocation notice shall remain
         due and owing to the Converting Holder notwithstanding such revocation.

                  7. BUY-IN. If, by the relevant Delivery Date, the Company
         fails for any reason to deliver the Conversion Certificates and after
         such Delivery Date, the Holder of the Series C Convertible Preferred
         Stock being converted (a "CONVERTING HOLDER") purchases, in an
         arm's-length open market transaction or otherwise, shares of Common
         Stock (the "COVERING SHARES") 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
         shares to be issued upon such conversion (a "BUY-IN"), the Converting
         Holder shall have the right, to require the Company to pay to the
         Converting Holder, in addition to and not in lieu of the amounts due
         under Paragraph B(5) of Article IV hereof


                                      -8-

<PAGE>   9
         (and in addition to all other amounts contemplated in other provisions
         of the Transaction Agreements, and not in lieu of any such other
         amounts), the Buy-In Adjustment Amount. The Company shall pay the
         Buy-In Adjustment Amount to the Converting Holder in immediately
         available funds immediately upon demand by the Converting Holder.

                  8. DWAC CERTIFICATE DELIVERY. In lieu of delivering physical
         certificates representing the Common Stock 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 a Converting Holder and his/her 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 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.

                  9. CONVERSION OBLIGATIONS AND DEFAULT.

         a. Until such time as a court of competent jurisdiction shall have
         issued a binding injunction prohibiting the Company from issuing shares
         of Common Stock to the Holder on the Holder's conversion of shares of
         the Series C Convertible Preferred Stock, the Company will timely honor
         all such conversions effected by the Holder in accordance with the
         terms of the Securities Purchase Agreement and this Certificate of
         Designations, subject only to the limitations as to manner of exercise
         provided herein and to the provisions of Paragraphs E(1) and (2) of
         this Article IV. In furtherance of the foregoing, and not in limitation
         thereof, if at any time, a Holder shall elect to convert a share of the
         Series C Convertible Preferred Stock, the Company may not refuse to
         effect such conversion based on any claim that the Holder (or anyone
         associated with the Holder) has been engaged in any violation of law,
         unless a binding injunction for a court of competent jurisdiction,
         issued on notice to the Holder of the hearing with respect to the
         issuance of such injunction, restraining or enjoining conversion of all
         of the shares of Series C Convertible Preferred Stock shall have been
         sought and obtained and the Company shall have posted a bond in favor
         of the Holder in the amount of one hundred thirty percent (130%) of the
         stated value of the shares of Series C Convertible Preferred Stock held
         by the Holder which are subject to such injunction. The bond referred
         to in the immediately preceding sentence shall remain in effect at
         least until thirty (30) days after the completion of the proceedings
         relating to the dispute between the Holder and the Company with respect
         to such conversion or right to effectuate conversions. The proceeds of
         such bond shall be payable to the Holder to offset any amounts owed to
         the Holder as reflected in any judgment obtained by the Holder in its
         favor in connection with such dispute.


                                      -9-
<PAGE>   10
         b. If, at any time:

                  (I) the Company challenges, disputes or denies the right of a
                  Holder of Series C Convertible Preferred Stock to effect a
                  conversion of the Series C Convertible Preferred Stock
                  Preferred Stock into Common Stock or otherwise dishonors or
                  rejects any Notice of Conversion delivered in accordance with
                  the terms of the Securities Purchase Agreement or this
                  Certificate of Designations (subject to the provisions of
                  Paragraph B(4) of this Article IV with respect to certain
                  disputes relating to calculations of the number of shares to
                  be issued and subject to the Cap Regulations) or any exercise
                  of any Warrant in accordance with its terms ("WARRANT
                  EXERCISE"), or

                  (II) any third party who is not and has never been an
                  affiliate of such Holder commences any lawsuit or proceeding
                  or otherwise asserts any claim before any court or public or
                  governmental authority, which lawsuit, proceeding or claim
                  seeks to challenge, deny, enjoin, limit, modify, delay or
                  dispute the right of such Holder to effect the conversion of
                  the Series C Convertible Preferred Stock into Common Stock,
                  and the Company refuses to honor any such Notice of Conversion
                  or Warrant Exercise,

         then such Holder shall have the right, by written notice to the
         Company, to require the Company to redeem each share of Series C
         Convertible Preferred Stock for which a Notice of Conversion has been
         refused pursuant to Paragraphs B(8)(a) or (b) above for cash, at an
         amount per share equal to the Redemption Amount (as defined in Article
         VI Paragraph B), pursuant to the provisions of Article VI hereof.

                  10. CONVERSION IN BANKRUPTCY. The Holder of any Series C
         Convertible Preferred Stock shall be entitled to exercise its
         conversion privilege with respect to the Series C Convertible Preferred
         Stock notwithstanding the commencement of any case under 11 U.S.C.
         Section 101 et seq. (THE "BANKRUPTCY Code"). In the event the Company
         is a debtor under the Bankruptcy Code, the Company hereby waives, to
         the fullest extent permitted, any rights to relief it may have under 11
         U.S.C. Section 362 in respect of such Holder's conversion privilege.
         The Company agrees, without cost or expense to such Holder, to take or
         to consent to any and all action necessary to effectuate relief under
         11 U.S.C. Section 362.


         C. AUTOMATIC CONVERSION UPON MATURITY. Any shares of Series C
Convertible Preferred Stock not previously converted or redeemed as of the
Maturity Date, shall be deemed to be automatically converted (an "AUTOMATIC
CONVERSION") up to an amount contemplated by Paragraphs E(1) or (2), as may be
applicable, of this Article IV (or from time to time thereafter as such
additional conversions may be made consistent with said provisions), without
further action of


                                      -10-
<PAGE>   11
any kind (including, but not necessarily limited to, the giving of a Notice of
Conversion) by the Holder, as of the Maturity Date at the Conversion Price
applicable on the Maturity Date.

         D. MANDATORY CONVERSION. Subject to the terms of this Section D, the
Company, at its option, may force the conversion of any or all of the then
outstanding shares of Series C Convertible Preferred Stock by written notice of
such conversion (a "MANDATORY CONVERSION NOTICE") sent to each of the Holders of
the Series C Convertible Preferred Stock (a "MANDATORY CONVERSION"). The Company
may issue a Mandatory Conversion Notice if, and only if, all of the following
requirements are met:

                  1. REGISTRATION STATEMENT AVAILABLE. The Registration
         Statement must be effective and available for the resale of all of the
         shares of Common Stock issuable upon the proposed Mandatory Conversion.

                  2. BREACH OF REPRESENTATIONS AND WARRANTIES. The Company shall
         not have materially breached any of its agreements or representations
         contained in the Transaction Agreements.

                  3. REQUIRED COMMON STOCK MARKET PRICE. The closing bid price
         of the Common Stock for each of the twenty (20) consecutive trading
         days ending on the trading day immediately before the Company issues a
         Mandatory Conversion Notice (such twenty trading days, the "MANDATORY
         PERIOD") shall be at least $1.90 (adjusted to take into account any
         reverse stock split effected after the Initial Closing Date).

                  4. REQUIRED COMMON STOCK VOLUME. The average trading volume of
         the Common Stock during the Mandatory Period shall be at least 50,000
         shares per trading day (adjusted to take into account any stock split
         effected after the Initial Closing Date, except that with respect to a
         reverse stock split, the adjustment shall not be greater than a ratio
         of 1:4).

                  5. CONVERSION LIMITATION. Such Mandatory Conversion (including
         any accrued dividends being paid by the issuance of Common Stock as
         contemplated by this Certificate of Designations) shall not be
         inconsistent with the provisions of the immediately following Section
         E, which shall apply to Mandatory Conversions.

If a Mandatory Conversion Notice is timely and properly given, the Series C
Convertible Preferred Shares indicated in such notice shall be deemed converted,
without further action of the Holder, as of the date the Mandatory Conversion
Notice is so given. In such event, the fifth business day after the date the
Mandatory Conversion Notice is so given shall be deemed to be the relevant
"DELIVERY DATE" with respect to the Mandatory Conversion.

                                      -11-
<PAGE>   12
         E. LIMITATIONS ON CONVERSIONS. The conversion of shares of Series C
Convertible Preferred Stock shall be subject to the following limitations (each
of which limitations shall be applied independently):

                  1. CAP REGULATIONS. Without shareholder approval, the Company
         may not issue shares of Common Stock in excess of (i) the number of
         authorized shares, or (ii) the number of shares that may be issued in
         compliance with the applicable rules and regulations of its Principal
         Trading Market, including, but not necessarily limited to, Nasdaq Rule
         4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be applicable, which would
         limit the issuance of Common Stock on conversion of the Series C
         Convertible Preferred Stock to 19.99% of the number of outstanding
         shares of Common Stock on the Initial Closing Date (the limitations
         referred to in clauses (i) and (ii) of this Paragraph E(1),
         collectively, the "CAP REGULATIONS"). Without limiting the other
         provisions of the Securities Purchase Agreement or this Certificate of
         Designations, (i) the Company will take all steps reasonably necessary
         to be in a position to issue shares of Common Stock on conversion of
         the Series C Convertible Preferred Stock without violating the Cap
         Regulations. If at any time after the Company's 2000 Annual Meeting,
         which will be held on or about July 26, 2000 (the "MEETING DATE"), the
         then authorized shares or the maximum number of shares of Common Stock
         that may be issued upon conversion of all of the then outstanding
         Series C Convertible Preferred Stock pursuant to the Cap Regulations
         (the "CAP AMOUNT") is less than the number of shares of Common Stock
         which would then be otherwise potentially issuable upon conversion of
         all of the then outstanding shares of Series C Convertible Preferred
         Stock without regard to such Cap Regulations (a "TRADING MARKET TRIGGER
         EVENT"), the Company shall immediately notify the Holders of Series C
         Convertible Preferred Stock of such occurrence and shall take immediate
         action (including, if necessary, seeking the approval of its
         shareholders to authorize the authorization or issuance of the full
         number of shares of Common Stock which would be issuable upon the
         conversion of the then outstanding shares of Series C Convertible
         Preferred Stock but for the Cap Amount) to effectuate either or both of
         an increase in the authorized shares of the Company or the elimination
         of any prohibitions under applicable law or the rules or regulations of
         any stock exchange, interdealer quotation system or other
         self-regulatory organization with jurisdiction over the Company or any
         of its securities on the Company's ability to authorize or issue shares
         of Common Stock in excess of the Cap Amount ("TRADING MARKET
         PROHIBITIONS"). In this event, the Holder of a share of Series C
         Convertible Preferred Stock which can not be converted as a result of
         the Cap Regulations, after all such shares of Series C Convertible
         Preferred Stock that can be converted under the Cap Amount have been
         converted (each such share, an "UNCONVERTED SHARE"), shall have the
         option, exercisable in such Holder's sole and absolute discretion, to
         elect either of the following remedies:

                           a. If permitted by the Cap Regulations, require the
                  Company to issue shares of Common Stock in accordance with
                  such holder's Notice of Conversion at a conversion purchase
                  price equal to the average of the closing price per share of
                  Common Stock for any three (3) trading days (which need not be
                  consecutive, but

                                      -12-
<PAGE>   13
                  subject to certain equitable adjustments to account for
                  certain events, such as stock splits or reverse splits,
                  occurring during such period) during the 60 trading days
                  ending on the trading day immediately preceding the date of
                  the Notice of Conversion; or

                           b. Require the Company to redeem each Unconverted
                  Share for cash, at an amount per share equal to the Redemption
                  Amount, pursuant to the provisions of Article VI hereof,
                  subject to the Company's right to cure in Paragraph D of
                  Article VI hereof.

         A Holder of more than one Unconverted Share may elect one of the above
         remedies with respect to some of such Unconverted Shares and the other
         remedy with respect to other Unconverted Shares. Anything herein to the
         contrary notwithstanding, the remedy contained in clauses (a) and (b)
         of this Paragraph E(1) of this Article IV shall not be available to the
         Holder of such shares until after the Meeting Date. If the Cap
         Regulations no longer apply to limit the Company's issuance of shares
         of Common Stock in connection with the Series C Convertible Preferred
         Stock or the transactions contemplated by the Transaction Agreements,
         the remedies contained in clauses (x) and (y) of this Paragraph E(1) of
         this Article IV shall not be exercisable by a Holder.

                  2. NO TEN PERCENT HOLDERS. Notwithstanding any other provision
         hereof, or any of the Transaction Agreements, in no event (except (i)
         as specifically provided in this Certificate of Designations as an
         exception to this provision, (ii) while there is outstanding a tender
         offer for any or all of the shares of the Company's Common Stock, or
         (iii) on at least sixty-five (65) days' advance written notice from the
         Holder) shall the Holder be entitled to convert any share of Series C
         Convertible Preferred Stock, or shall the Company have the obligation
         to convert such share (and the Company shall not have the right to pay
         dividends on shares of Series C Convertible Preferred Stock in shares
         of Common Stock or require a Mandatory Conversion), to the extent that,
         after such conversion or issuance of stock in payment of dividends, the
         sum of (a) the number of shares of Common Stock beneficially owned by
         the Holder and its affiliates (other than shares of Common Stock which
         may be deemed beneficially owned through the ownership of the
         unconverted portion of the Series C Convertible Preferred Stock or any
         unexercised portion of the Warrants or any other unexercised right held
         by the Holder subject to a similar limitation), and (b) the number of
         shares of Common Stock issuable upon the conversion of the shares of
         Series C Convertible Preferred Stock with respect to which the
         determination of this proviso is being made, would result in beneficial
         ownership by the Holder and its affiliates of more than 9.99% of the
         outstanding shares of Common Stock (after taking into account the
         shares to be issued to the Holder upon such conversion). For purposes
         of the proviso to the immediately preceding sentence, beneficial
         ownership shall be determined in accordance with Section 13(d) of the
         Securities Exchange Act of 1934, as amended (the "1934 ACT"). If the
         Holder transfers or assigns any shares of the Series C Convertible
         Preferred Stock to a party who or which would not be considered such an
         affiliate, such assignment shall be made subject to the transferee's


                                      -13-
<PAGE>   14
         or assignee's specific agreement to be bound by the provisions of this
         Paragraph D(2) of Article IV as if such transferee or assignee were the
         original Holder hereof. Nothing herein shall preclude the Holder from
         disposing of a sufficient number of other shares of Common Stock
         beneficially owned by the Holder so as to thereafter permit the
         continued conversion of the shares of Series C Convertible Preferred
         Stock.

                    V. RESERVATION OF SHARES OF COMMON STOCK

         A. RESERVED AMOUNT. Upon the initial issuance of the shares of Series C
Convertible Preferred Stock, the Company shall reserve out of the authorized but
unissued shares of Common Stock for issuance upon conversion of the Series C
Convertible Preferred Stock such number of shares equal to 200% of the number of
shares which would be issuable if all of the authorized shares of Series C
Convertible Preferred Stock were converted in their entirety on the Initial
Closing Date based on the Conversion Price in effect on that date and thereafter
the number of authorized but unissued shares of Common Stock so reserved (the
"RESERVED AMOUNT") shall not be decreased, but may be increased pursuant to
Paragraph B of this Article V, and shall at all times be sufficient to provide
for the conversion of the Series C Convertible Preferred Stock outstanding at
the then current Conversion Price thereof. The Reserved Amount shall be
allocated to the holders of Series C Convertible Preferred Stock as provided in
Article X Paragraph E.

         B. INCREASES TO RESERVED AMOUNT. If the Reserved Amount for any 10
consecutive trading days (the last of such 10 trading days being the
"AUTHORIZATION TRIGGER DATE") shall be less than 150% of the number of shares of
Common Stock issuable upon potential conversion of the then outstanding shares
of Series C Convertible Preferred Stock, the Company shall immediately notify
the holders of Series C Convertible Preferred Stock of such occurrence and shall
take immediate action (including, if necessary, seeking shareholder approval to
authorize the issuance of additional shares of Common Stock) to increase the
Reserved Amount to 200% of the number of shares of Common Stock then issuable
upon conversion of the outstanding Series C Convertible Preferred Stock. In the
event the Company fails to so increase the Reserved Amount within 90 days after
an Authorization Trigger Date (such event being the "RESERVED AMOUNT TRIGGER
EVENT"), each Holder of Series C Convertible Preferred Stock shall thereafter
have the option, exercisable in whole or in part at any time and from time to
time by delivery of a Redemption Notice (as defined in Article VI Paragraph C)
to the Company, to require the Company to purchase for cash, at an amount per
share equal to the Redemption Amount, a portion of the holder's Series C
Convertible Preferred Stock such that, after giving effect to such purchase, the
holder's allocated portion of the Reserved Amount equals or exceeds 200% of the
total number of shares of Common Stock issuable to such Holder upon conversion
of its Series C Convertible Preferred Stock. If the Company fails to redeem any
of such shares within five (5) business days after its receipt of such
Redemption Notice, then such Holder shall be entitled to the remedies provided
in Article VI Paragraph C.

                                      -14-
<PAGE>   15
         C. LIMITATIONS ON REDEMPTION RIGHT. Notwithstanding the provisions of
Paragraph B of this Article V, the holders of Series C Convertible Preferred
Stock shall have no right to require the Company to effect a redemption of their
outstanding shares of Series C Convertible Preferred Stock as provided in
Paragraph B of this Article V so long as (i) the Company has not, at any time,
decreased the Reserved Amount below that number of shares of Common Stock
computed as set forth in Paragraphs A and B of this Article V ; (ii) the Company
shall have taken immediate action following the applicable Authorization Trigger
Date (including, if necessary, seeking stockholder approval to authorize the
issuance of additional shares of Common Stock) to increase the Reserved Amount
to 200% of the number of shares of Common Stock then issuable upon conversion of
the outstanding Series C Convertible Preferred Stock; and (iii) the Company
continues to use its commercially reasonable good faith best efforts (including
the resolicitation of stockholder approval, if necessary, to authorize the
issuance of additional shares of Common Stock) to increase the Reserved Amount
to 200% of the number of shares of Common Stock then issuable upon conversion of
the outstanding Series C Convertible Preferred Stock. The Company will be deemed
to be using "its commercially reasonable good faith best efforts" to increase
the Reserved Amount so long as it solicits stockholder approval to authorize the
issuance of additional shares of Common Stock not less than two (2) times during
each twelve month period following the applicable Authorization Trigger Date
during which any shares of Series C Convertible Preferred Stock remain
outstanding; provided that no such limitation on the redemption rights set out
in Paragraph B of this Article V shall be effective if the Company fails to
obtain stockholder approval after two (2) attempts.

                                 VI. REDEMPTION

         A. REDEMPTION BY HOLDER. In the event that any of the following occur
(individually, a "REDEMPTION EVENT"):

                  1. CAP REGULATIONS. The Company's inability to issue
         sufficient shares of Common Stock upon conversion of Unconverted Shares
         in accordance with Paragraph E(1) of Article IV hereof.

                  2. CONVERSION DEFAULT. The Company's inability to deliver
         Conversion Certificates under Paragraph B(9) of Article IV hereof.

then, upon the occurrence of any such Redemption Event, each Holder of shares of
Series C Convertible Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time by delivery of
a notice requesting the redemption of all or part of such Holder's shares of
Series C Convertible Preferred Stock (a "REDEMPTION NOTICE") to the Company
while such Redemption Event continues, to require the Company to purchase for
cash any or all of the then outstanding shares of Series C Convertible Preferred
Stock held by such Holder for an amount per share equal to the Redemption Amount
in effect at the time of the redemption hereunder.

                                      -15-
<PAGE>   16



         B. DEFINITION OF REDEMPTION AMOUNT. The "REDEMPTION AMOUNT" with
respect to a share of Series C Convertible Preferred Stock being redeemed ( a
"REDEEMED SHARE") means an amount payable in cash, equal to the 130% of the
stated value of the Redeemed Share plus accrued but unpaid dividends thereon.

         C. REDEMPTION DEFAULTS. If the Company fails to pay any Holder the
Redemption Amount with respect to any share of Series C Convertible Preferred
Stock within twenty-five (25) business days after its receipt of Redemption
Notice, then the Holder of Series C Convertible Preferred Stock delivering such
Redemption Notice shall be entitled to interest on the Redemption Amount at a
per annum rate equal to the lower of 15% and the highest interest rate permitted
by applicable law from the date on which the Company receives the Redemption
Notice until the date of payment of the Redemption Amount hereunder. In the
event the Company is not able to redeem all of the shares of Series C
Convertible Preferred Stock subject to Redemption Notices delivered prior to the
date upon which such redemption is to be effected, the Company shall redeem
shares of Series C Convertible Preferred Stock from each Holder pro rata, based
on the total number of shares of Series C Convertible Preferred Stock
outstanding at the time of redemption included by such Holder in all Redemption
Notices delivered prior to the date upon which such redemption is to be effected
relative to the total number of shares of Series C Convertible Preferred Stock
outstanding at the time of redemption included in all of the Redemption Notices
delivered prior to the date upon which such redemption is to be effected.

         D. CONTROL NOTICES. 1. Notwithstanding any other provision of this
Certificate of Designations to the contrary, if the Company would be required,
at the request of a Holder or pursuant to a provision herein, to redeem any
shares of Series C Convertible Preferred Stock or otherwise make a cash payment
in exchange for Series C Convertible Preferred Stock in an amount equal to the
Redemption Amount by reason of events which are outside the control of the
Company, the Company will have the right to give a Control Notice to the Holder
within three (3) business days after such request is made by a Holder or the
event giving rise to the such requirement as contemplated by such provision
occurs. If the Company timely gives such Control Notice to the Holder, then in
lieu of such cash payment or redemption, the Company agrees that the Conversion
Price will be adjusted to equal 79% of the Conversion Price applicable at that
time before application of this Paragraph D of this Article VI.

         2. An event shall be deemed to have been outside the control of the
Company if either a requirement of the Company to redeem or a right of any
Holder to require redemption of, Series C Convertible Preferred Stock would
result in the Company being required to classify the Series C Convertible
Preferred Stock as redeemable preferred stock on a balance sheet of the Company
prepared in accordance with Generally Accepted Accounting Principles and
Regulation S-X of the Securities and Exchange Commission. If as a result of any
of the adjustments to the Conversion Price required by this Section the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all of the outstanding shares of Series C Convertible
Preferred Stock, such insufficiency shall be deemed to be covered by the
applicable Control Notice and the Company shall have no obligation to redeem any
shares of Series C Convertible Preferred

                                      -16-
<PAGE>   17
Stock by reason thereof. The Company thereupon will use its best efforts to
increase the authorized number of shares of Common Stock so as to enable the
Company to issue the appropriate number of shares, after taking into account the
adjustment in the Conversion Price contemplated by this Paragraph B of this
Article VI.

                           VII. LIQUIDATION PREFERENCE

         A. LIQUIDATION EVENT. If the Company shall commence a voluntary case
under the U.S. Federal bankruptcy laws or any other applicable bankruptcy,
insolvency or similar law, or consent to the entry of an order for relief in an
involuntary case under any law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or make an assignment for
the benefit of its creditors, or admit in writing its inability to pay its debts
generally as they become due, or if a decree or order for relief in respect of
the Company shall be entered by a court having jurisdiction in the premises in
an involuntary case under the U.S. Federal bankruptcy laws or any other
applicable bankruptcy, insolvency or similar law resulting in the appointment of
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and any such decree or
order shall be unstayed and in effect for a period of 60 consecutive days and,
on account of any such event, the Company shall liquidate, dissolve or wind up,
or if the Company shall otherwise liquidate, dissolve or wind up, including, but
not limited to, the sale or transfer of all or substantially all of the
Company's assets in one transaction or in a series of related transactions (a
"LIQUIDATION EVENT"), no distribution shall be made to the holders of any shares
of capital stock of the Company (other than Senior Securities and Pari Passu
Securities) upon liquidation, dissolution or winding up unless prior thereto the
holders of shares of Series C Convertible Preferred Stock shall have received
the Liquidation Preference with respect to each share. If, upon the occurrence
of a Liquidation Event, the assets and funds available for distribution among
the holders of the Series C Convertible Preferred Stock and holders of Pari
Passu Securities shall be insufficient to permit the payment to such holders of
the preferential amounts payable thereon, then the entire assets and funds of
the Company legally available for distribution to the Series C Convertible
Preferred Stock and the Pari Passu Securities shall be distributed ratably among
such shares in proportion to the ratio that the Liquidation Preference payable
on each such share bears to the aggregate Liquidation Preference payable on all
such shares.

         B. EXCLUSIONS. The purchase or redemption by the Company of stock of
any class, in any manner permitted by law, shall not, for the purposes hereof,
be regarded as a liquidation, dissolution or winding up of the Company. Neither
the consolidation or merger of the Company with or into any other entity nor the
sale or transfer by the Company of less than substantially all of its assets
shall, for the purposes hereof, be deemed to be a liquidation, dissolution or
winding up of the Company.


                                      -17-
<PAGE>   18
                    VIII. ADJUSTMENTS TO THE CONVERSION PRICE

         A. SALE. The Conversion Price shall be subject to adjustment from time
to time as follows: If, for as long as any shares of Series C Convertible
Preferred Stock remain outstanding, the Company enters into a merger (other than
where the Company is the surviving entity) or consolidation with another
corporation or other entity or a sale or transfer of all or substantially all of
the assets of the Company to another person (collectively, a "SALE"), the
Company will require, in the agreements reflecting such transaction, that the
surviving entity expressly assume the obligations of the Company hereunder.
Notwithstanding the foregoing, if the Company enters into a Sale and the holders
of the Common Stock are entitled to receive stock, securities or property in
respect of or in exchange for Common Stock, then as a condition of such Sale,
the Company and any such successor, purchaser or transferee will agree that the
Series C Convertible Preferred Stock may thereafter be converted on the terms
and subject to the conditions set forth above into the kind and amount of stock,
securities or property receivable upon such merger, consolidation, sale or
transfer by a Holder of the number of shares of Common Stock into which then
outstanding shares of Series C Convertible Preferred Stock might have been
converted immediately before such merger, consolidation, sale or transfer,
subject to adjustments which shall be as nearly equivalent as may be
practicable. In the event of any such proposed Sale, the Holder hereof shall
have the right to either (i) convert all of any of the outstanding Series C
Convertible Preferred Stock (without regard to the limits contemplated by
Paragraph E(2) of Article IV hereof) by delivering a Notice of Conversion to the
Company within 15 days of receipt of notice of such Sale from the Company or
(ii) if the surviving entity in the transaction is not a publicly traded entity
listed on a Principal Trading Market, demand a redemption of all or any of the
outstanding Series C Convertible Preferred Stock for the Redemption Amount by
delivering a notice to such effect to the Company within fifteen (15) days of
receipt of notice of such Sale from the Company. Anything in this Paragraph to
the contrary notwithstanding, if the Sale is for cash consideration of at least
$5.00 per share (adjusted for capital transactions occurring after the Initial
Closing Date) with or without other consideration ( a "CASH SALE"), the Holder
shall be deemed to have converted all outstanding shares of Series C Convertible
Preferred Stock (and the Company shall be deemed to have elected to pay all
accrued but unpaid dividends thereon in Common Stock) immediately before the
consummation of such Cash Sale, without regard to any of the limitations
contemplated by Paragraph E of Article IV.

         B. SPIN OFF. The Company agrees that for as long as shares of Series C
Convertible Preferred Stock remain outstanding, the Company will not, without
the consent of the Holder, spin off or otherwise divest itself of a part of its
business or operations or dispose all or of a part of its assets in a
transaction (the "SPIN OFF") in which the Company does not receive just
compensation for such business, operations or assets, but causes securities of
another entity (the "SPIN OFF SECURITIES") to be issued to security holders of
the Company. If, for any reason, prior to the Conversion Date or the date of
payment of the Redemption Amount hereunder, the Company, with the consent of the
Holder, consummates a Spin Off, then the Company shall cause (i) to be reserved
Spin Off Securities equal to the number thereof which would have been issued to
the Holder had all of the holder's shares of Series C Convertible Preferred
Stock outstanding on the

                                      -18-
<PAGE>   19
record date (the "RECORD DATE") for determining the amount and number of Spin
Off Securities to be issued to security holders of the Company (the "OUTSTANDING
SERIES C CONVERTIBLE PREFERRED STOCK") been converted as of the close of
business on the trading day immediately before the Record Date (the "RESERVED
SPIN OFF SHARES"), and (ii) to be issued to the Holder on the conversion of all
or any of the Outstanding Series C Convertible Preferred Stock, such amount of
the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares
multiplied by (y) a fraction, of which (a) the numerator is the principal amount
of the Outstanding Series C Convertible Preferred Stock then being converted,
and (b) the denominator is the principal amount of the Outstanding Series C
Convertible Preferred Stock.

         C. STOCK SPLITS, ETC. If, at any time while any shares of Series C
Convertible Preferred Stock remain outstanding, the Company effectuates a stock
split or reverse stock split of its Common Stock or issues a dividend on its
Common Stock consisting of shares of Common Stock, the Conversion Price and any
other amounts calculated as contemplated by this Certificate of Designations
shall be equitably adjusted to reflect such action. By way of illustration, and
not in limitation, of the foregoing (i) if the Company effectuates a 2:1 split
of its Common Stock, thereafter, with respect to any conversion for which the
Company issues the shares after the record date of such split, any market price
from a date prior to such split which was used in any of the calculation of the
Conversion Price shall be deemed to be one-half of what it had been calculated
to be immediately prior to such split; (ii) if the Company effectuates a 1:10
reverse split of its Common Stock, thereafter, with respect to any conversion
for which the Company issues the shares after the record date of such reverse
split, any market price from a date prior to such split which was used in any of
the calculation of the Conversion Price shall be deemed to be ten times what it
had been calculated to be immediately prior to such split; and (iii) if the
Company declares a stock dividend of one share of Common Stock for every 10
shares outstanding, thereafter, with respect to any conversion for which the
Company issues the shares after the record date of such dividend, any market
price from a date prior to such record date which was used in any of the
calculation of the Conversion Price shall be deemed to be such amount multiplied
by a fraction, of which the numerator is the number of shares (10 in the
example) for which a dividend share will be issued and the denominator is such
number of shares plus the dividend share(s) issuable or issued thereon (11 in
the example).

         D. NOTICE OF ADJUSTMENTS. Upon the occurrence of each adjustment or
readjustment of the Initial Conversion Price pursuant to this Article VIII, the
Company, at its expense, shall promptly compute such adjustment or readjustment
and prepare and furnish to each Holder of Series C Convertible Preferred Stock a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Company
shall, upon the written request at any time of any Holder of Series C
Convertible Preferred Stock, furnish to such Holder a like certificate setting
forth (i) such adjustment or readjustment, (ii) the Initial Conversion Price at
the time in effect and (iii) the number of shares of Common Stock and the
amount, if any, of other securities or property which at the time would be
received upon conversion of a share of Series C Convertible Preferred Stock.


                                      -19-
<PAGE>   20
                                IX. VOTING RIGHTS

         A. GENERALLY. The holders of the Series C Convertible Preferred Stock
have no voting power whatsoever, except as otherwise provided by the Corporation
Law.

         B. CLASS VOTING. To the extent that under the Corporation Law the vote
of the holders of the Series C Convertible Preferred Stock, voting separately as
a class or series, as applicable, is required to authorize a given action of the
Company, the affirmative vote or consent of the holders of at least a majority
of the then outstanding shares of the Series C Convertible Preferred Stock
represented at a duly held meeting at which a quorum is present or by written
consent of the holders of at least a majority of the then outstanding shares of
Preferred Stock (except as otherwise may be required under the Corporation Law,
a "Required Interest") shall constitute the approval of such action by the
class. To the extent that under the Corporation Law holders of the Series C
Convertible Preferred Stock are entitled to vote on a matter with holders of
Common Stock, voting together as one class, each share of Series C Convertible
Preferred Stock shall be entitled to a number of votes equal to the number of
shares of Common Stock into which it is then convertible (subject to the
limitations contained in Article IV Paragraph E) using the record date for the
taking of such vote of shareholders as the date as of which the Conversion Price
is calculated.

                                X. MISCELLANEOUS

         A. RANK. The Series C Convertible Preferred Stock shall rank (i) prior
to the Company's Common Stock; (ii) prior to any Junior Securities; (iii) junior
to any Senior Securities, including, but not necessarily limited to, the Series
A Convertible Preferred Stock and the Series B Convertible Preferred Stock; and
(iv) pari passu with any Pari Passu Securities; provided, however, that no
additional Senior or Pari Passu Securities shall be created without the written
consent of a Required Interest.

         B. CANCELLATION OF SERIES C CONVERTIBLE PREFERRED STOCK. If any shares
of Series C Convertible Preferred Stock are converted or redeemed pursuant to
this Certificate of Designations, the shares so converted shall be canceled,
shall return to the status of authorized, but unissued preferred stock of no
designated series, and shall not be issuable by the Company as Series C
Convertible Preferred Stock.

         C. LOST OR STOLEN CERTIFICATES. Upon receipt by the Company of (i)
evidence of the loss, theft, destruction or mutilation of any Series C
Convertible Preferred Stock certificate(s) and (ii) (y) in the case of loss,
theft or destruction, of indemnity (without any bond or other security)
reasonably satisfactory to the Company, or (z) in the case of mutilation, upon
surrender and cancellation of the Series C Convertible Preferred Stock
certificate(s), the Company shall execute and deliver new Series C Convertible
Preferred Stock certificate(s) of like tenor and date. However, the Company
shall not be obligated to reissue such lost or stolen Series C Convertible
Preferred Stock certificate(s) if the Holder contemporaneously requests the
Company to convert such Series C Convertible Preferred Stock.

                                      -20-
<PAGE>   21
         D. ALLOCATION OF CAP AMOUNT AND RESERVED AMOUNT. The initial Cap Amount
and Reserved Amount shall be allocated pro rata among the holders of Series C
Convertible Preferred Stock based on the number of shares of Series C
Convertible Preferred Stock issued to each Holder. Each increase to the Cap
Amount and the Reserved Amount shall be allocated pro rata among the holders of
Series C Convertible Preferred Stock based on the number of shares of Series C
Convertible Preferred Stock held by each Holder at the time of the increase in
the Cap Amount or Reserved Amount. In the event a Holder shall sell or otherwise
transfer any of such holder's shares of Series C Convertible Preferred Stock,
each transferee shall be allocated a pro rata portion of such transferor's Cap
Amount and Reserved Amount. Any portion of the Cap Amount or Reserved Amount
which remains allocated to any person or entity which does not hold any Series C
Convertible Preferred Stock shall be allocated to the remaining holders of
shares of Series C Convertible Preferred Stock, pro rata based on the number of
shares of Series C Convertible Preferred Stock then held by such holders.

         E. PAYMENT OF CASH; DEFAULTS. Whenever the Company is required to make
any cash payment to a Holder under this Certificate of Designations (upon
redemption or otherwise), such cash payment shall be made to the Holder on the
date specified herein or, if not so specified, within five (5) business days
after delivery by such Holder of a notice specifying that the Holder elects to
receive such payment in cash and the method (e.g., by check, wire transfer) in
which such payment should be made. If such payment is not delivered within the
relevant time period, such Holder shall thereafter be entitled to interest on
the unpaid amount at a per annum rate equal to the lower of 15% and the highest
interest rate permitted by applicable law until such amount is paid in full to
the Holder.

         F. STATUS AS STOCKHOLDER. Upon submission of a Notice of Conversion by
a Holder of Series C Convertible Preferred Stock, (i) the shares covered thereby
(other than the shares, if any, which cannot be issued because their listing or
issuance would exceed such holder's allocated portion of the Reserved Amount or
Cap Amount) shall be deemed converted into shares of Common Stock and (ii) the
holder's rights as a Holder of such converted shares of Series C Convertible
Preferred Stock shall cease and terminate, excepting only the right to receive
certificates for such shares of Common Stock and to any remedies provided herein
or otherwise available at law or in equity to such Holder because of a failure
by the Company to comply with the terms of this Certificate of Designations.


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                                      -21-
<PAGE>   22
         G. AMENDMENTS. This Certificate of Designations may only be amended
with the written consent of the holders of eighty-five (85%) percent of the
outstanding Series C Convertible Preferred Stock and the vote or action of any
other party or class entitled to vote or act thereon.





                                     ________________________________________

<PAGE>   23
                    TITAN MOTORCYCLE CO. OF AMERICA                   EXHIBIT A

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
          in order to Convert the Series C Convertible Preferred Stock)

<TABLE>
<CAPTION>

<S>               <C>                                                           <C>
TO:               TITAN MOTORCYCLE CO. OF AMERICA                               VIA TELECOPIER TO:
                  2222 West Peoria Avenue
                  Phoenix, AZ 85029
                  Attn: Frank Keery, President                                  (602) 331-0941

CC:               Titan Motorcycle Co.  of America
                  Attn: Chief Financial Officer                                 (602) 331-0941

                                                                                (   )     -
                  _____________________________
                  (Company's Transfer Agent)

                  Snell & Wilmer LLP
                  Attn: Richard B. Stagg, Esq.                                  (602) 382-6070
                  (Company's Counsel)

</TABLE>

FROM: ___________________________________________________("Holder")

DATE: ___________________________________________________(the "Conversion Date")

RE:      Conversion of _________ shares (the "Converted Shares") of the Series C
         Convertible Preferred Stock ("Series C Convertible Preferred Stock") of
         TITAN MOTORCYCLE CO. OF AMERICA (the "Company") into_______ shares (the
         "Conversion Shares") of Common Stock (defined below)

CONVERSION DATE: _________________________________________

         The captioned Holder hereby gives notice to the Company, pursuant to
the Certificate of Designations of Series C Convertible Preferred Stock of TITAN
MOTORCYCLE CO. OF AMERICA (the "Certificate of Designations"), that the Holder
elects to convert the Converted Shares into fully paid and non-assessable shares
of Common Stock, $.001 par value (the "Common Stock"), of the Company as of the
Conversion Date specified above. Said conversion shall be based on the following
Conversion Price (the lower of the two alternatives is checked):

         [ ]      $________________, representing the Initial Conversion Price
                  (as defined in the Certificate of Designations)

<PAGE>   24

         [  ]     $_______________, representing the Variable Conversion Price
                  (as defined in the Certificate of Designations)

A schedule of the closing bid prices of the Common Stock for the ten trading
days prior to the relevant Reset Pricing Date, as reported on the Principal
Trading Market as reported by the Reporting Service (as those terms are defined
in the Certificate of Designations), is attached for your reference in
determining the Conversion Price.

Based on this Conversion Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

      Name and Record Address                          Conversion Shares
      _______________________________________          _________________
      _______________________________________          _________________
      _______________________________________          _________________


         As contemplated by the Certificate of Designations and the Securities
Purchase Agreement, dated June , 2000 (the "Securities Purchase Agreement"), to
which the Company and the Holder are parties, this Notice of Conversion is being
sent by facsimile to the telecopier number and officer indicated above, with a
copy to the Company's counsel.

         The Holder has previously surrendered or will surrender (or cause to be
surrendered) the certificate(s) for the Converted Shares, duly endorsed, to the
Company at the address indicated above by express courier within five (5)
business days after delivery or facsimile transmission of this Notice of
Conversion.

         The certificates representing the Conversion Shares (together with
certificate(s) representing the shares of Series C Convertible Preferred Stock
not converted hereby) should be transmitted by the Company to the Holder via
express courier or by electronic transfer within the time contemplated by the
Certificate of Designations after receipt of this Notice of Conversion (by
facsimile transmission or otherwise) and the certificate(s) representing the
Converted Shares to:



                     _______________________________________
                     _______________________________________
                     _______________________________________



         As contemplated by Article III of the Certificate of Designations, the
Company should also pay all accrued but unpaid dividends on the Converted Shares
to the Holder. If being paid in cash,


                                      -2-
<PAGE>   25

such payment should be made by wire transfer as follows:


                     _______________________________________
                     _______________________________________
                     _______________________________________


If being paid in Common Stock as contemplated by said Article, such shares
should be issued in the name of the Holder and delivered in the same manner as,
and together with, the Conversion Shares.

         With the conversion effected hereby, the Holder is in compliance with
the provisions of Paragraph E(2) of Article IV of the Certificate of
Designations.

         The Holder hereby affirms that the Holder is in compliance with the
provisions of Section 2(i) of the Securities Purchase Agreement.

                                             __________________________________
                                               (Print name of Holder)

                                          By:__________________________________

                                               (Signature of Authorized Person)

                                             __________________________________
                                               (Printed Name and Title)

                                       -3-