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                                                                    Exhibit 3.13



                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES E CONVERTIBLE PREFERRED STOCK
                                       OF
                            OSAGE SYSTEMS GROUP, INC.

        (Pursuant to Section 151 of the Delaware General Corporation Law)


                  OSAGE SYSTEMS GROUP, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"COMPANY"), hereby certifies that on February 8, 1999, the Board of Directors of
the Company (the "BOARD"), in accordance with Section 151 of the General
Corporation Law of the State of Delaware and the Company's Certificate of
Incorporation (the "CERTIFICATE OF INCORPORATION"), adopted resolutions creating
out of the 10,000,000 shares of Preferred Stock, par value $0.01 per share,
authorized in Article Fourth of the Certificate of Incorporation (the "PREFERRED
STOCK"), a series of the Preferred Stock of the Company, par value $0.01 per
share, and hereby states the designation and number of shares, and fixes the
relative rights, preferences, and limitations thereof as follows:

I. Designation and Amount. The shares of such series of Preferred Stock shall be
designated as "Series E Convertible Preferred Stock" (the "SERIES E PREFERRED
STOCK") and the number of shares constituting the Series E Preferred Stock shall
be 2,000. The Series E Preferred Stock shall have a stated value (the "STATED
VALUE") of $1,000 per share.

II. Dividends.

         A. The holders of shares of Series E Preferred Stock shall be entitled
to receive dividends, out of any assets legally available therefore, prior to,
and in preference to, any declaration or payment of any dividend (payable other
than in Common Stock of the Company) on the Common Stock of the Company
(provided, however, that such dividends shall not be in preference to any
declaration or payment of dividends on the Series D Convertible Preferred Stock
of the Company), at a per share rate equal to eight percent per annum of the
amount of the Stated Value of the Series E Preferred Stock, which is payable
upon conversion (including voluntary conversion by the holder of Series E
Preferred Stock, Forced Conversion and Automatic Conversion) as set forth below.
Dividends shall begin to accrue as of the Issuance Date and are based upon a 365
calendar day year. Any dividends payable pursuant to the provisions of this
paragraph shall, at the Company's option, be payable in cash, or shares of
Common Stock of the Company subject to an effective registration statement
within ten Business Days (as such term is defined below) of when due. The number
of shares of Common Stock to be issued by the Company in lieu of a cash payment
for dividends due as set forth herein shall be equal to the number of shares of
Common Stock resulting from dividing the dollar amount of dividends owed by the
Conversion Price (as defined below) on such date as the dividends are
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payable (if such date is not a Trading Day (as defined below), then the next
Trading Day immediately thereafter).


         B. Such dividends shall accrue on each share of Series E Preferred
Stock from the Issuance Date, and shall accrue from day to day whether or not
earned or declared. Such dividends shall be cumulative so that if such dividends
in respect of any previous or current annual dividend period, at the annual rate
specified above, shall not have been paid or declared and a sum sufficient for
the payment thereof set apart, for all Series E Preferred Stock at the time
outstanding, the deficiency shall first be fully paid before any dividend or
other distribution shall be paid on or declared or set apart for the Series E
Preferred Stock or Common Stock. Dividends on the Series E Preferred Stock shall
be non-participating and the holders of the Series E Preferred Stock shall not
be entitled to participate in any other dividends beyond the cumulative
dividends specified herein.

III. Liquidation, Dissolution or Winding Up.

         A. In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any distribution may be made
with respect to the Company's Common Stock or any other class or series of
capital stock (subject to and after making provision for the rights and
preferences of the existing shares of Series A $3.00 Convertible Preferred
Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred
Stock), holders of each share of Series E Preferred Stock shall be entitled to
receive out of the assets available for distribution to shareholders $1,000 plus
all accrued but unpaid dividends thereon (the "LIQUIDATION AMOUNT").

         B. If the assets of the Company available for distribution to
shareholders shall be insufficient to pay the holders of shares of Series E
Preferred Stock the full Liquidation Amount to which they shall be entitled,
then any such distribution of assets of the Company shall, after distribution to
the holders of the Series A $3.00 Convertible Preferred Stock, Series C
Convertible Preferred Stock and Series D Convertible Preferred Stock, be
distributed ratably to the holders of shares of Series E Preferred Stock.

         C. After the payment of the Liquidation Amount shall have been made in
full to the holders of the Series E Preferred Stock or funds necessary for such
payment shall have been set aside by the Company in trust for the account of
holders of the Series E Preferred Stock so as to be available for such payments,
the holders of the Series E Preferred Stock shall be entitled to no further
participation in the distribution of the assets of the Company, and the
remaining assets of the Company legally available for distribution to
shareholders shall be distributed among the holders of Common Stock and any
other classes or series of Preferred Stock of the Company in accordance with
their respective terms.

IV. Voting. Holders of Series E Preferred Stock shall have no voting rights
except as expressly required by law or as expressly provided herein.

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V. Conversion of Series E Preferred Stock. The holders of Series E Preferred
Stock shall have the right, at such holder's option, to convert the Series E
Preferred Stock into shares of Common Stock, on the following terms and
conditions:

         A. Subject to the provisions of the Forced Conversion and Redemption
hereof, at any time or times, upon the earlier to occur of (i) the 90th calendar
day after the Issuance Date, or (ii) the Effective Date, any holder of the
Series E Preferred Stock shall be entitled to convert any whole number of shares
of Series E Preferred Stock into that number of fully paid and nonassessable
shares of Common Stock, which is determined (per share of Series E Preferred
Stock) by dividing (x) the Stated Value times the number of shares of Preferred
Stock being converted, by (y) the Conversion Price (as defined below). Dividends
on the shares of Series E Preferred Stock being converted shall be paid in
accordance with the terms of Article II.A hereof.

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

                  A "BUSINESS DAY" shall be any day other than a Saturday,
Sunday, national holiday or a day on which the Principal Market is closed.

                  The "CLOSING BID PRICE" shall mean, for any security as of any
date, the average of the closing bid prices for such security for the
immediately preceding five Trading Days on the American Stock Exchange as
reported by Bloomberg L.P. ("BLOOMBERG"), or, if the American Stock Exchange is
not the principal trading market for such security, the average of the closing
bid prices of such security for the immediately preceding five Trading Days on
the principal securities exchange or trading market where such security is
listed or traded as reported by Bloomberg, or if the foregoing do not apply, the
average of the closing bid prices of such security for the immediately preceding
five Trading Days in the over-the-counter market on the OTC Electronic Bulletin
board for such security as reported by Bloomberg, or, if no closing bid or trade
prices are reported for such security by Bloomberg, the Closing Bid Price shall
be determined by reference to the average of the closing bid prices for the
immediately preceding five Trading Days as reported on the Principal Market, and
if not so reported shall be determined from the average of the bid prices of any
market makers for such security as reported in the "pink sheets" published by
the National Quotation Bureau, Inc. for the immediately preceding five Trading
Days. If the Closing Bid Price cannot be calculated for such security on such
date on any of the foregoing bases, the Closing Bid Price of such security on
such date shall be the fair market value as mutually agreed by the Company and
the holders of two thirds of the outstanding shares of Series E Preferred Stock.

                  The "CONVERSION PRICE" shall mean, as to each share of Series
E Preferred Stock, the Closing Bid Price determined as of the Issuance Date,
notwithstanding when the event of conversion occurs. However, in the event the
Company fails to comply with the redemption provisions provided in Section
XII.A. below in any manner whatsoever (any such event shall be referred to
herein as a "Conversion Price Reset Event"), the Conversion Price in connection
with that number of shares of Preferred Stock which are subject to such a
redemption shall be equal to the lesser of (A) the Conversion Price calculated
in accordance with the preceding sentence, or (B) 80% of the average of the
three lowest closing bid prices of the Common Stock (as reported

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by Bloomberg or if not so reported as set forth in the definition of Closing Bid
Price above) during the five Trading Days immediately preceding the Conversion
Date (as such term is defined below).

                  "CONVERSION PRICE RESET EVENT" shall have the meaning set
forth in the definition of Conversion Price above.

                  "EFFECTIVE DATE" shall mean the date on which the Securities
and Exchange Commission (the "SEC") first declares effective a registration
statement registering the resale of the number of shares of Common Stock
issuable (irrespective of any shareholder approval requirement) upon conversion
of all of the Series E Preferred Stock outstanding on the Trading Day
immediately preceding the day such Registration Statement is filed (the
"REGISTRATION STATEMENT").

                  "EFFECTIVE REGISTRATION" shall have the meaning for such term
set forth in the Purchase Agreement.

                  "FIXED REFERENCE PRICE" shall mean the Closing Bid Price of
the Series E Preferred Stock determined as of the Issuance Date.

                  "FLOATING REFERENCE PERIOD" refers to the five (5) Trading Day
period referred to in clause (B) of the second sentence of the definition of
Conversion Price in this Article V.

                  "FLOATING REFERENCE PRICE" refers to any of the trading prices
described in clause (B) of the second sentence of the definition of Conversion
Price in this Article V.

                  The "ISSUANCE DATE" shall mean, with respect to each share of
Series E Preferred Stock, the date of issuance of the applicable share of Series
E Preferred Stock.

                  "PURCHASE AGREEMENT" shall mean the Series E Preferred Stock
Purchase Agreement between the Company and the Holder, relating to the issuance
of the Series E Preferred Stock.

                  The "PRINCIPAL MARKET" shall mean the Nasdaq National Market,
the Nasdaq Small Cap Stock Market, the American Stock Exchange or the New York
Stock Exchange, whichever is at the time the principal trading exchange or
market for the Common Stock.

                  A "TRADING DAY" shall mean a day on which the Principal Market
is open.

         C. Holders of Series E Preferred Stock may exercise their right to
convert the Series E Preferred Stock by telecopying an executed and completed
notice of conversion (the "NOTICE OF CONVERSION") to the Company and delivering
to the Company's transfer agent the original Notice of Conversion and the
certificate representing the Series E Preferred Stock being converted by
reputable overnight courier. Each Business Day (between the hours of 7:00 a.m.
and 5:00 p.m. Mountain Time) on which a Notice of Conversion is telecopied to
and received by the Company

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shall be deemed a "CONVERSION DATE". The Company will deliver, or instruct its
transfer agent to deliver, the certificates representing shares of Common Stock
issuable upon conversion of any share of Series E Preferred Stock (the
"CONVERSION SHARES") (together with the certificates representing the share or
shares of Series E Preferred Stock not so converted) to the holder thereof via
reputable overnight courier, by electronic transfer or otherwise at the request
of the holder within five (5) Trading Days after the Conversion Date, provided
the Company's transfer agent has received the original Series E Preferred Stock
certificate being so converted on or before the close of business of the third
Trading Day after the Conversion Date. In addition to any other remedies which
may be available to the holders of shares of Series E Preferred Stock, in the
event that the Company fails to deliver such shares of Common Stock within such
five (5) Trading Day period in accordance with the preceding sentence, the
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 such
holder shall each be restored to their respective positions immediately prior to
delivery of such Notice of Conversion. The Notice of Conversion and Series E
Preferred Stock certificates representing the portion of the Series E Preferred
Stock converted shall be delivered as follows:


         To the Company:

                        Osage Systems Group, Inc.
                        1661 East Camelback Road, Suite 245
                        Phoenix, Arizona 85016
                        Attention: Jack R. Leadbeater, Chief Executive Officer
                        Telephone: (602) 274-1299
                        Facsimile:  (602) 274-1295


                  with a copy to:

                        Stephen M. Cohen, Esquire
                        Buchanan Ingersoll Professional Corporation
                        Eleven Penn Center
                        1835 Market Street, 14th Floor
                        Philadelphia, PA  19103
                                 Telephone:  (215) 665-3873
                                 Facsimile:  (215) 665-8760

         In the event that shares representing the Common Stock issuable upon
conversion of the Series E Preferred Stock (the "CONVERSION SHARES") are not
delivered by the Company within five (5) Trading Days after the Conversion Date,
in addition to all other available remedies which such holder may be entitled,
the Company shall pay to the holders thereof, in immediately available funds,
upon demand, as liquidated damages for such failure and not as a penalty, on
each date after such fifth Trading Day that conversion is not timely effected,
an amount equal to 2% of the Stated Value of the Series E Preferred Stock
subject to such conversion. In the event the Company fails to pay the liquidated
damages as set forth above within ten Business Days of

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the date incurred, then such payment shall bear interest at the rate of two
percent per month (pro rated for partial months) until such payments are made.
Any and all payments required pursuant to this paragraph shall be payable only
in cash, and shall not be deemed a waiver of the Company's obligation to issue
the Conversion Shares.

         D. Stock Splits; Dividends; Adjustments.

                  (i) If the Company, at any time while any shares of Series E
Preferred Stock are outstanding, (A) shall pay a stock dividend or otherwise
make a distribution or distributions on any equity securities (including
investments or securities convertible into or exchangeable for such equity
securities) in shares of Common Stock, (B) subdivide outstanding shares of
Common Stock into a larger number of shares, (C) combine outstanding shares of
Common Stock into a smaller number of shares, then each of the Affected
Conversion Prices (as defined below) shall be adjusted by multiplying each such
price then in effect by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding before such event and the denominator of
which shall be the number of shares of Common Stock outstanding after such
event. Any adjustment to an Affected Conversion Price made pursuant to this
Section V(D)(i) shall become effective immediately after the record date for the
determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision or combination. As used herein, the Affected Conversion Prices (each
an "Affected Conversion Price") shall refer to: (i) the Fixed Reference Price;
and (ii) after the occurrence of a Conversion Price Reset Event, each Floating
Reference Price occurring on any Trading Day included in the Floating Reference
Period, which Trading Day occurred before the record date, in the case of events
referred to in clause (A) of this subparagraph V(D)(i), and the effective date,
in the case of the events referred to in clauses (B) and (C) of this
subparagraph V(D)(i).


                  (ii) If the Company, at any time while the Series E Preferred
Stock is outstanding, shall distribute to all holders of Common Stock evidences
of its indebtedness or assets or cash or rights or warrants to subscribe for or
purchase any security then in each such case the Fixed Reference Price at which
shares of the Series E Preferred Stock shall thereafter be convertible shall be
determined by multiplying the Fixed Reference Price in effect immediately prior
to the record date fixed for determination of shareholders entitled to receive
such distribution by a fraction, the denominator of which shall be the Fixed
Reference Price or the closing market price for shares of Common Stock on the
Principal Market on the Trading Day (the "Fair Market Price") determined as of
the record date mentioned above, and of which the numerator shall be such Fair
Market Price for shares of Common Stock on such record date less the then fair
market value at such record date of the portion of such assets or evidences of
indebtedness so distributed applicable to one share of outstanding Common Stock
as determined by the Board of Directors in good faith; provided, however that in
the event of a distribution exceeding 20% of the stockholders' equity in the
Company as set forth on the Company's financial statements most recently filed
with the SEC at such time, such fair market value shall be determined by a
nationally recognized or major regional investment banking firm or firm of
independent chartered accountants of recognized standing (which may be the firm
that regularly examines the financial statements of the Company) (an
"APPRAISER") selected in good faith by

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the Board of Directors and holders of seventy-five percent (75%) in interest of
the Series E Preferred Stock. In either case the adjustments shall be described
in a statement provided to all holders of Series E Preferred Stock of the
portion of assets or evidences of indebtedness so distributed or such
subscription rights applicable to one share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
immediately after the record date mentioned above.

                  (iii) Whenever the Conversion Price is adjusted pursuant to
Section V(D)(i) or (ii) , the Company shall promptly mail to each holder of
shares of the Series E Preferred Stock a notice setting forth the Conversion
Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.

         E. If the nature and/or character of the Common Stock issuable upon the
conversion of the Series E Preferred Stock shall be changed into the same or
different number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (except as provided pursuant to
paragraph F below), then and in each such event, the holders of Series E
Preferred Stock shall have the right thereafter to convert such shares into the
kind and amount of shares of stock and other securities and property receivable
upon such capital reorganization, reclassification or other change which such
holders would have received had their shares of Series E Preferred Stock been
converted immediately prior to such capital reorganization, reclassification or
other change.

         F. If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Section)
or a merger or consolidation of the Company with or into another corporation
pursuant to which the Company is not the acquiring entity and pursuant to which
the stockholders of the Company are requested to exchange or convert their
securities for securities of an acquiring entity, or the sale of all or
substantially all of the Company's properties and assets to any other person
(any of which events is herein referred to as a "REORGANIZATION"), then as a
part of such Reorganization, provision shall be made so that the holders of the
Series E Preferred Stock shall thereafter be entitled to receive upon conversion
of the Series E Preferred Stock, the number of shares of Common Stock or other
securities or property of the Company, or of the successor corporation resulting
from such Reorganization, to which such holder would have been entitled if such
holder had converted its shares of Series E Preferred Stock immediately prior to
such Reorganization; provided that if the holders do not agree with the method
the Company proposes to utilize in connection with such Reorganization, such
matters shall be referred to an Appraiser for a binding recommendation.

         G. Upon the occurrence of each adjustment or readjustment of the
Conversion Price of Series E Preferred Stock, the Company, at its expense, shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to each holder of such Series E Preferred Stock a
certificate executed by the president and chief financial officer (or in the
absence of a person designated as the chief financial officer, by the treasurer)
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment are based. The Company shall, upon
written request at any time of any holder of Series E Preferred Stock, furnish
or cause to be furnished to such holder a

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certificate setting forth (A) the Conversion Price at the time in effect, and
(B) the number or shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of a share of
Series E Preferred Stock.

         H. Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of any Series E Preferred Stock certificate(s), and
(in the case of loss, theft or destruction) of indemnity or security reasonably
satisfactory to the Company, and upon the cancellation of the Series E Preferred
Stock certificate(s), if mutilated, the Company shall execute and deliver new
certificates for Series E Preferred Stock of like tenure and date. However, the
Company shall not be obligated to reissue such lost or stolen certificates for
shares of Series E Preferred Stock if the holder contemporaneously requests the
Company to convert such shares of Series E Preferred Stock into Common Stock.

         I. The Company shall not issue any fraction of a share of Common Stock
upon any conversion. The Company shall round such fraction of a share of Common
Stock up to the nearest whole share.

         J. In the event some but not all of the shares of Series E Preferred
Stock represented by a certificate or certificates surrendered by a holder are
converted, the Company shall execute and deliver to or on the order of the
holder, at the expense of the Company, a new certificate representing the number
of shares of Series E Preferred Stock which were not converted.

         K. Automatic Conversion.

                  (1) Subject to subsection (2) below, shares of Series E
Preferred Stock held on the date which is the second (2nd) anniversary of the
Issuance Date of such shares of Series E Preferred Stock an "AUTOMATIC
CONVERSION DATE") shall automatically be converted into Common Stock on the
Automatic Conversion Date; provided that such Automatic Conversion Date shall be
deferred, at the sole option of the holders of Series E Preferred Stock, for
such number of days as is equal to 1.5 times the number of days (A) there is not
Effective Registration (as defined in the Purchase Agreement), but not including
the first 90 days after the Issuance Date; (B) there is not a sufficient amount
of shares of Common Stock available for conversion of all outstanding shares of
Series E Preferred Stock, (C) for any other reason the Company refuses or
announces its refusal to honor conversion of shares of Series E Preferred Stock;
or (D) there is a suspension, restriction or limitation (other than the
permitted "blackout periods" specified in Section 3 of the Registration Rights
Agreement) in the ability of holders of Series E Preferred Stock to sell shares
of Common Stock received upon conversion of Series E Preferred Stock or under
the Registration Statement (as defined in the Registration Rights Agreement) and
the related prospectus for any reason.

                  (2) Notwithstanding the preceding subsection (1), no holder of
shares of Series E Preferred Stock shall be obligated to convert any such share
on the Automatic Conversion Date unless and until each of the following
conditions has been satisfied or exists, each of which shall be a condition
precedent to any such forced conversion:

                           (A) no material default or breach exists, and no
         event shall have

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         occurred which constitutes (or would constitute with notice or the
         passage of time or both) a material default or breach of the Purchase
         Agreement, the Registration Rights Agreement, the Warrant (as defined
         in the Purchase Agreement) or this Certificate of Designation;

                           (B) Effective Registration (as defined in the
         Purchase Agreement) has occurred and is continuing and has continuously
         existed for the prior 60 consecutive Trading Days;

                           (C) the Company and its subsidiaries on a
         consolidated basis have tangible and intangible assets exceeding its
         liabilities, and the Company is able to pay all its debts as they
         become due in the ordinary course of business, and the Company is not
         subject to any liquidation, dissolution or winding up of its affairs;
         and

                           (D) each holder of shares of Series E Preferred Stock
         shall have received a certificate from an appropriate executive officer
         of the Company certifying that each of the foregoing conditions
         precedent exist or have been satisfied.

Such forced conversion shall be subject to and governed by all the provisions
relating to voluntary conversion of the shares of Series E Preferred Stock
contained herein.

         L. The Company shall pay any and all original issue and/or transfer
taxes which may be imposed upon it with respect to the issuance and delivery of
Common Stock upon conversion of the Series E Preferred Stock.

         M. The Company's obligation to issue shares of Common Stock upon
conversion of shares of Series E Preferred Stock shall be absolute, and is
independent of any covenant of any holder of shares of Series E Preferred Stock
other than each holder's obligation to deliver to the Company or its transfer
agent the original Series E Preferred Stock certificates to be converted and, in
the case of a voluntary conversion, a completed, executed Notice of Conversion.

VI. No Reissuance of Series E Preferred Stock. No share or shares of Series E
Preferred Stock acquired by the Company by reason of purchase, conversion or
otherwise shall be reissued, and all such shares shall be canceled, retired and
eliminated from the shares which the Company shall be authorized to issue. The
Company may from time to time take such appropriate corporate action as may be
necessary to reduce the authorized number of shares of the Series E Preferred
Stock accordingly. Except as otherwise provided herein, the Company shall not
issue any additional shares of Series E Preferred Stock without the consent of
the holders of 75% of the outstanding shares of the Series E Preferred Stock.

VII. Reservation of Shares. The Company shall, so long as any of the Series E
Preferred Stock are outstanding reserve and keep available out of its authorized
and unissued Common Stock, solely for the purpose of effecting the conversion of
the Series E Preferred Stock, 150% of such number of shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all of the
Series E Preferred Stock then outstanding; provided that the number of shares of
Common Stock so reserved shall at no time be less than 150% of the number of
shares

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of Common Stock for which the Series E Preferred Stock are at any time
convertible and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to maintain such number of shares of Common
Stock, the Company shall take such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.

VIII. Voting Rights. In addition to all other requirements imposed by Delaware
law, the affirmative vote of seventy-five percent (75%) in interest of the
outstanding Series E Preferred Stock shall be necessary for: (i) any amendment,
modification or repeal of this Certificate of Designation (whether by merger,
consolidation or otherwise); or (ii) any amendment to the Certificate of
Incorporation of the Company, or by-laws of the Company, that may amend or
change or adversely affect any of the rights, preferences, or privileges of the
Series E Preferred Stock; provided, however, that holders of shares of Series E
Preferred Stock (other than the Investor and its affiliates) who are affiliates
of the Company (and the Company itself) shall not participate in such vote and
the shares of Series E Preferred Stock of such holders shall be disregarded and
deemed not to be outstanding for purposes of such vote.

IX. No Dilution or Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Certificate of Designation set forth herein, but shall at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate in order to
protect the rights of the holders of the Series E Preferred Stock against
dilution or other impairment. Without limiting the generality of the foregoing,
the Company (a) shall not establish a par value of any shares of stock
receivable on the conversion of the Series E Preferred Stock above the amount
payable therefor on such conversion, (b) shall take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of stock on the conversion of all Series E
Preferred Stock from time to time outstanding, and (c) shall not consolidate
with or merge into any other person or entity, or permit any such person or
entity to consolidate with or merge into the Company (if the Company is not the
surviving person), unless such other person or entity shall expressly assume in
writing and will be bound by all of the terms of the Series E Preferred Stock
set forth herein.

X. Notices of Record Date. In the event of:

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

                      2. any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
merger of the Company where the Company is not the surviving entity, or any
transfer of all or substantially all of the assets of the Company to any other
corporation, or any other entity or person, the result of any of such merger or
such other transaction is that the Holder is requested to convert or exchange
its certificates

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representing Series E Preferred Stock, or

                      3. any voluntary or involuntary dissolution, liquidation
or winding up of the Company, then and in each such event the Company shall mail
or cause to be mailed to each holder of Series E Preferred Stock a notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right and a description of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, merger, dissolution, liquidation
or winding up is expected to become effective and (iii) the time, if any, that
is to be fixed, as to when the holders of record of Common Stock (or other
securities) shall be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, merger,
dissolution, liquidation or winding up. Such notice shall be mailed at least ten
Business Days prior to the date specified in such notice on which such action is
to be taken.

XI. Forced Conversion.

         A. Subject to the other provisions of this Section, from and after the
Effective Registration, and provided the Registration Statement then remains
effective, the Company shall have the right to force conversion by the holders
of the Series E Preferred Stock by telecopying written notice of its election to
force conversion (the "FORCED CONVERSION NOTICE") containing the information set
forth below to the holders under the following circumstance:

                  The Company has the option to force conversion of all or any
part of the shares of Series E Preferred Stock (other than shares of Series E
Preferred Stock already subject to a Notice of Conversion) if, on each of the
five (5) consecutive Trading Days specified in the Forced Conversion Notice
(such five consecutive Trading Day period, the "150% PERIOD"), the closing bid
price of a share of Common Stock on the Principal Market is not less than 150%
of the Conversion Price; provided that the Company may not initiate another
forced conversion pursuant to the provisions of this Subsection more than once
every 30 calendar days and no single forced conversion shall exceed 50% of the
total number of shares of Series E Preferred Stock issued by the Company. A
Forced Conversion Notice shall not be deemed to affect or otherwise reduce the
holders' conversion rights as set forth herein as to the shares of Series E
Preferred Stock not subject to a Forced Conversion Notice.

         B. The Company shall effect such forced conversions pro rata amongst
the holders according to the number of shares of Series E Preferred Stock then
held by each holder of Series E Preferred Stock. The Forced Conversion Notice
must be delivered via facsimile by the Company prior to 3:00 p.m. Eastern
Standard Time on the second Trading Day immediately following the expiration of
the 150% Period referred to in Section XI. A. above. A Forced Conversion Notice
shall be deemed delivered on (i) the Trading Day the Company faxes the notice
and receives confirmation of transmission thereof prior to 3:00 p.m. Eastern
Standard Time on such day, or (ii) the immediately succeeding Trading Day if the
Company receives confirmation of transmission of the notice after 3:00 p.m.
Eastern Standard Time on a Trading Day or at any time on a day which is not a
Trading Day. Once the Company has exercised its right to force conversion of the
Preferred Stock by giving a Forced Conversion Notice to the

                                       11
<PAGE>   12
holder as set forth above it shall be deemed irrevocable. The Company will
deliver, or instruct its transfer agent to deliver, the certificates
representing shares of Common Stock issuable upon the forced conversion of any
share of Series E Preferred Stock (together with the certificates representing
the share or shares of Series E Preferred Stock not so converted) to the holder
thereof via reputable overnight courier, by electronic transfer or otherwise
within three Trading Days after the date of delivery of the Forced Conversion
Notice. In the event the Company fails to timely deliver the shares of Common
Stock due upon a forced conversion on one occasion, such failure will negate the
effect of the Forced Conversion Notice and thereafter, as a result, the Company
shall have waived its right to serve a Forced Conversion Notice upon that
particular holder at any time in the future.

         C. The Forced Conversion Notice shall set forth a calculation
referencing the conversion formula contained herein showing the number of shares
of Common Stock being issued pursuant to the applicable forced conversion, and
the Closing Bid Price of the Common Stock relied upon for the forced conversion.

         D. Upon the Company's full compliance with the forced conversion
provisions set forth in Section XI.B above, the shares of Series E Preferred
Stock that are the subject of a forced conversion shall be automatically
canceled and converted into a right to receive shares of Common Stock, and all
rights of the Series E Preferred Stock which are the subject of the forced
conversion, including the right to conversion, shall cease without further
action. If the holder does not concur with the Company's conversion calculations
in the Forced Conversion Notice, the holder shall notify the Company in writing
within three Business Days after the Forced Conversion Date of such fact.
Notwithstanding the foregoing, the Company remains obligated to send those
shares of Common Stock which are undisputed.

         E. The number of shares of Common Stock issuable upon the forced
conversion of the Series E Preferred Stock shall be adjusted in the manner and
under the circumstances as set forth herein.

         F. The Company may not serve a Forced Conversion Notice upon any holder
if such notice would result in such holder owning, at such time, more than 4.99%
of the number of shares of Common Stock then outstanding.

XII. Redemption.

         A. If the Closing Bid Price calculated as of the first anniversary of
the Issuance Date is less than the Conversion Price as of the Issuance Date, at
the written option of a holder (the "REDEEMING PARTY") delivered within ten
Business Days after the first anniversary of the Issuance Date (the "REDEMPTION
NOTICE"), and provided that the Company has not received a notice of conversion
for such shares prior to the date of the Redemption Notice, the Company shall
repay, in whole or in part, the Series E Preferred Stock shares at the
Redemption Price (as defined below). The Series E Preferred Stock is redeemable
as a series, in whole or in part, by the Redeeming Party providing a timely
Redemption Notice to the other party via facsimile at his or its address as the
same shall appear on the books and records of the Company and in accordance with
Section XII.C below (the Business Day between the hours of 9:00 a.m. and 5:00

                                       12
<PAGE>   13
Mountain Time in which the Redemption Notice is received by the other party via
facsimile is defined to be the "REDEMPTION NOTICE DATE"). Within forty (40) days
after such first anniversary, the Company shall pay the Redemption Price (as
defined below) in immediately available funds to the holder for the shares of
Series E Preferred Stock which are the subject of the Redemption Notice (such
date of payment referred to as the "REDEMPTION DATE"), provided that the Company
receives the shares of Series E Preferred Stock which are the subject of the
Redemption Notice at the time of any such payment. Partial redemptions shall be
in an aggregate principal amount of at least $100,000. In the event the Company
fails to comply with the redemption provisions contained herein in any manner
whatsoever, the subject Redemption Notice shall be deemed null and void.

         B. The "REDEMPTION PRICE" per share of Series E Preferred Stock being
redeemed shall be equal to 120% of the Stated Value.

         C. The Redemption Notice shall set forth (i) the number of shares of
Series E Preferred Stock subject to redemption, (ii) the Redemption Price, and
(iii) a statement that dividends on the shares of Series E Preferred Stock to be
redeemed will cease to accrue on the Redemption Date, (iv) a statement of or
reference to the conversion right set forth herein, and (v) complete wire
transfer instructions for the Redemption Price. If practicable, the Redemption
Notice shall specify the numbers of the certificates representing such shares.
The holder of the Series E Preferred Stock will retain his or its right to
convert the Series E Preferred Stock as set forth herein until the third Trading
Day prior to the date on which the Company's payment of the Redemption Price is
due.

         D. Subject to the occurrence of the wire transfer of the Redemption
Price as described in Section XII.C above, each share of Series E Preferred
Stock to be redeemed shall be automatically canceled and converted into a right
to receive the Redemption Price, and all rights of the Series E Preferred Stock,
including the right to conversion, shall cease without further action.

         E. The Redemption Price shall be adjusted proportionally upon any
adjustment of the Conversion Price as provided herein and in the event of any
stock dividend, stock split, combination of shares or similar event.

XIII. Mandatory Repurchase. Each holder shall have the unilateral option and
right to compel the Company to repurchase any or all of such holder's Preferred
Stock within 3 days of a written notice requiring such repurchase (in the case
of (i), (iii) or (iv) below only) or simultaneously with the consummation or of
the events described in (ii) below, at the Redemption Price if any of the
following events involving the Company shall have been announced as pending or
planned (in the case of (i) (iii) or (iv) below only), or shall have occurred
(the "Mandatory Repurchase Triggering Date"); provided, however, that each
holder may exercise its right to compel the Company to repurchase Preferred
Stock granted under this Article XIII only by providing the Company with written
notice of such exercise within ninety (90) days of the Mandatory Repurchase
Triggering Date:

                                       13
<PAGE>   14
                  (i) A Change in Control Transaction. A "Change in Control
Transaction" will be deemed to exist if (x) there occurs any consolidation,
merger or tender offer of the Company with or into any other Company or other
entity or person (whether or not the Company is the surviving Company), or any
other corporate reorganization or transaction or series of related transactions
in which in excess of 50% of the Company's voting power is transferred through a
merger, consolidation, tender offer or similar transaction, (y) any person (as
defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")), together with its affiliates and associates (as such terms are
defined in Rule 405 under the Securities Act of 1933, as amended (the "ACT")),
beneficially owns or is deemed to beneficially own (as described in Rule 13d-3
under the Exchange Act without regard to the 60-day exercise period) in excess
of 50% of the Company's voting power or (z) there is a replacement of more than
one-half of the members of the Company's Board of Directors which is not
approved by those individuals who are members of the Company's Board of
Directors on the date thereof, in one or a series of related transactions;

                  (ii) A "going private" transaction under Rule 13e-3
promulgated pursuant to the Exchange Act;

                  (iii) The Company shall (A) be or become insolvent; (B) admit
in writing its inability to pay its debts generally as they mature; (C) make an
assignment for the benefit of creditors or commence proceedings for its
dissolution; or (D) apply for or consent to the appointment of a trustee,
liquidator or receiver for it or for a substantial part of its property or
business; or

                  (iv) Bankruptcy, reorganization, insolvency or liquidation
proceedings or other proceedings, or relief under any bankruptcy law or any law
for the relief of debt shall be instituted by or against the Company (except for
such proceedings that the Company in good faith believes are without basis,
actively contests and is successful in having dismissed with prejudice within 30
days), or the Company shall by any action or answer approve of, consent to, or
acquiesce in any such proceedings or admit to any material allegations of, or
default in answering a petition filed in any such proceedings.

XIV. Limitations on Conversion Right. Notwithstanding anything to the contrary
contained herein, no Series E Preferred Stock may be converted, other than
pursuant to Article V(K) or Article XI, to the extent that, after giving effect
to Common Shares to be issued pursuant to a Notice of Conversion, the total
number of shares of Common Stock deemed beneficially owned by such holder (other
than by virtue of the ownership of Series E Preferred Stock or ownership of
other securities that have limitations on a holder's rights to convert or
exercise similar to those limitations set forth herein), together with all
shares of Common Stock deemed beneficially owned by the holder's "affiliates"
(as defined in Rule 144 of the Act) that would be aggregated for purposes of
determining whether a group under Section 13(d) of the Exchange Act exists,
would exceed the Restricted Ownership Percentage for such holder specified on
Schedule A to the Purchase Agreement (the "Restricted Ownership Percentage") of
the total issued and outstanding shares of the Company's Common Stock; provided
that (w) each holder shall have the right at any time and from time to time to
reduce its Restricted Ownership Percentage immediately upon notice to the
Company, (x) each holder shall have the right at any time and

                                       14
<PAGE>   15
from time to time, to increase its Restricted Ownership Percentage and otherwise
waive in whole or in part the restrictions of this Section 4(k) upon 61 days
prior notice to the Company or immediately in the event of a Change in Control
Transaction, (y) each holder can make subsequent adjustments pursuant to (w) or
(x) any number of times from time to time (which adjustment shall be effective
immediately if it results in a decrease in the percentage or shall be effective
upon 61 days' prior written notice or immediately in the event of a Change in
Control Transaction if it results in an increase in the percentage) and (z) each
holder may eliminate or reinstate this limitation at any time and from time to
time (which elimination will be effective upon 61 days' prior notice and which
reinstatement will be effective immediately). Without limiting the foregoing, in
the event of a Change in Control Transaction, any holder may reinstate
immediately (in whole or in part) the requirement that any increase in its
Restricted Ownership Percentage be subject to 61 days' prior written notice,
notwithstanding such Change in Control Transaction, without imposing such
requirement on, or otherwise changing such holder's rights with respect to, any
other Change in Control Transaction. For this purpose, any material modification
of the terms of a Change in Control Transaction will be deemed to result in a
new Change in Control Transaction. The delivery of a Conversion Notice by any
holder shall be deemed a representation by such holder that it is in compliance
with this paragraph. The term "deemed beneficially owned" as used in this
Certificate of Designations shall exclude shares that might otherwise be deemed
beneficially owned by reason of the convertibility of the Series E Preferred
Stock. The Company shall provide all holders of Preferred Shares with the
earlier of (i) 20 days' prior written notice of any such Change in Control
Transaction, to the extent the Company has prior knowledge of a Change in
Control Transaction; or (ii) notice on the day immediately following the
Company's learning of any such transaction, but only after, in the case of (i)
and (ii), such Change in Control Transaction has been publicly disclosed.

RESOLVED, FURTHER, that the appropriate officers of the Company hereby are
authorized to execute and acknowledge a certificate setting forth these
resolutions and to cause such certificate to be filed and recorded, all in
accordance with the requirements of Section 151 of the General Corporation Law
of the State of Delaware.

                                       15
<PAGE>   16
                  IN WITNESS WHEREOF, Osage Systems Group, Inc., has caused this
Certificate to be signed by its Chief Executive Officer, and attested to by its
Assistant Secretary, this 9th day of February, 1999.

Attest:                                     OSAGE SYSTEMS GROUP, INC.


By: /s/ John Iorillo                         By: /s/ Jack R. Leadbeater
   -----------------                             ----------------------
John Iorillo,                               Jack R. Leadbeater,
Assistant Secretary                         Chief Executive Officer

                                       16
<PAGE>   17
                                    EXHIBIT A

                            (To be Executed by Holder
       in order to Convert Shares of Series E Convertible Preferred Stock)

                                CONVERSION NOTICE
                                       FOR
                      SERIES E CONVERTIBLE PREFERRED STOCK

The undersigned, as a holder ("Holder") of shares of Series E Convertible
Preferred Stock ("Preferred Shares") of Osage Systems Group, Inc. (the
"Company"), hereby irrevocably elects to convert _____________ Preferred Shares
for shares ("Common Shares") of common stock, par value $.01 per share (the
"Common Stock"), of the Company according to the terms and conditions of the
Certificate of Designation for the Preferred Shares as of the date written
below. The undersigned hereby requests that share certificates for the Common
Stock to be issued to the undersigned pursuant to this Conversion Notice be
issued in the name of, and delivered to, the undersigned or its designee as
indicated below. No fee will be charged to the Holder of Preferred Shares for
any conversion. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Certificate of Designation.

Conversion Date:
                -----------------------

Conversion Information:    NAME OF HOLDER:
                                          -------------------------------------

                           By:
                              -------------------------------------------------
                           Print Name:
                                      -----------------------------------------
                           Print Title:
                                       ----------------------------------------
                           Print Address :
                                          -------------------------------------

                                          -------------------------------------

                                          -------------------------------------
                           Issue Common Stock to:

                                                 ------------------------------
                           at:
                                                 ------------------------------

                                                 ------------------------------

If Common Stock is to be issued to a person other than Holder, Holder's
signature must be guaranteed below:

SIGNATURE GUARANTEED BY:
                             --------------------------------------------------


THE COMPUTATION OF NUMBER OF SHARES OF COMMON STOCK TO BE RECEIVED IS SET FORTH
ON PAGE 2 OF THE CONVERSION NOTICE.

         PAGE 1 OF CONVERSION NOTICE

                                       17
<PAGE>   18
PAGE 2 TO CONVERSION NOTICE DATED                 FOR:
                                   -------------        ------------------------
                                 (CONVERSION DATE)           (NAME OF HOLDER)


         COMPUTATION OF NUMBER OF SHARES OF COMMON STOCK TO BE RECEIVED

Number of shares of Preferred Stock converted:                 shares
                                               --------------- 

<TABLE>
<CAPTION>
<S>                                                                           <C>
Number of shares of Preferred Stock converted x Liquidation Preference        $
                                                                               ------------

TOTAL DOLLAR AMOUNT CONVERTED                                                 $
                                                                               ------------

CONVERSION PRICE
--       Floating Conversion Price
--       Fixed Conversion Price
                                                                              $
                                                                               ------------
</TABLE>

Number of Common Shares   =

Total Liquidation Preference of shares of Preferred Stock converted  
___________________________________________________________________ =
                                                                      ---------
                            Conversion Price

            NUMBER OF SHARES OF COMMON STOCK   =
                                                 --------------------


If the conversion is not being settled by DTC, please issue and deliver _____
certificate(s) for shares of Common Stock in the following amount(s):

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

If the Holder is receiving certificate(s) for shares of Preferred Stock upon the
conversion, please issue and deliver _____ certificate(s) for shares of
Preferred Stock in the following amounts:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                       18