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                                                                    Exhibit 3.11







                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES D 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 December 30, 1998, 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 D Convertible Preferred Stock" (the "SERIES D PREFERRED
STOCK") and the number of shares constituting the Series D Preferred Stock shall
be 1,000. The Series D Preferred Stock shall have a stated value (the "STATED
VALUE") of $1,000 per share.

II. Dividends.

         A. The holders of shares of Series D 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, at a
per share rate equal to eight percent per annum of the amount of the Stated
Value of the Series D Preferred Stock, which is payable upon conversion
(including 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 five Business Days 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 payable (if such date is not a
Trading Day, then the next Trading Day immediately thereafter).
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         B. Such dividends shall accrue on each share of Series D 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 D 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 D
Preferred Stock or Common Stock. Dividends on the Series D Preferred Stock shall
be non-participating and the holders of the Series D 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
and Series C Convertible Preferred Stock), holders of each share of Series D
Preferred Stock shall be entitled to receive out of the assets available for
distribution to shareholders $1,000 plus eight percent per annum thereon from
the Issuance Date (as defined below) to the Trading Day (as defined below)
immediately prior to such liquidation, dissolution or winding up of the Company
(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 D
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 and Series C
Convertible Preferred Stock, be distributed ratably to the holders of shares of
Series D Preferred Stock.

         C. After the payment of the Liquidation Amount shall have been made in
full to the holders of the Series D 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 D Preferred Stock so as to be available for such payments,
the holders of the Series D 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 D 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 D Preferred Stock. The holders of Series D
Preferred Stock shall have the right, at such holder's option, to convert the
Series D 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 D Preferred Stock shall be entitled to convert any whole number of shares
of Series D Preferred Stock into that number of fully paid and nonassessable
shares of Common Stock, which is determined (per share of Series D Preferred
Stock) by dividing (x) $1,000, by (y) the Conversion Price (as defined below).

         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 American Stock Exchange 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 D Preferred Stock.

                  The "CONVERSION PRICE" shall mean, as to each share of Series
D Preferred Stock, $1,000 divided by the Closing Bid Price determined as of the
Issuance Date, notwithstanding when the event of conversion occurs. However,
only in the event the Company fails to comply with the redemption provisions
provided in Section XII.A. below in any manner whatsoever, 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 three
lowest closing bid prices of the Common Stock (as reported by Bloomberg, LP or
if not so reported as set forth in the definition

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of Closing Bid Price above) during the Closing Bid Price of the Common Stock
calculated as of the Conversion Date.

                  "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 D Preferred Stock outstanding on the Trading Day
immediately preceding the day such Registration Statement is filed (the
"REGISTRATION STATEMENT").

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

                  A "TRADING DAY" shall mean a day on which the American Stock
Exchange is open.

                  The "PRINCIPAL MARKET" shall mean the Nasdaq National Market,
the Nasdaq Small Cap Stock Market, the American Stock Exchange, the OTC
Electronic Bulletin Board operated by the National Association of Securities
Dealers, Inc., or the New York Stock Exchange, whichever is at the time the
principal trading exchange or market for the Common Stock.

         C. Holders of Series D Preferred Stock may exercise their right to
convert the Series D Preferred Stock by telecopying an executed and completed
notice of conversion (the "NOTICE OF CONVERSION") to the Company and delivering
to the Company the original Notice of Conversion and the certificate
representing the Series D 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 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 D Preferred Stock
(the "CONVERSION SHARES") (together with the certificates representing the share
or shares of Series D Preferred Stock not so converted) to the holder thereof
via reputable overnight courier, by electronic transfer or otherwise within five
Business Days after the Conversion Date, provided the Company has received the
original Notice of Conversion and Series D Preferred Stock certificate being so
converted on or before the close of business of the fourth Business Day after
the Conversion Date. In addition to any other remedies which may be available to
the holders of shares of Series D Preferred Stock, in the event that the Company
fails to deliver such shares of Common Stock within such five Business Day
period, 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 D Preferred Stock certificates representing the portion of the Series D
Preferred Stock converted shall be delivered as follows:

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         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 D Preferred Stock (the "CONVERSION SHARES") are not
delivered by the Company within five Business 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 Business Day that conversion is not timely effected, an
amount equal to 2% of the Stated Value of the Series D Preferred Stock subject
to such conversion. In the event the Company fails to pay the liquidated damages
as set forth above within five Business Days of 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. If the nature and/or character of the Common Stock issuable upon the
conversion of the Series D 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, then and in each such event, the
holders of Series D 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 D
Preferred Stock been converted immediately prior to such capital reorganization,
reclassification or other change.

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         E. 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 D Preferred Stock shall thereafter be entitled to receive upon conversion
of the Series D 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 D Preferred Stock immediately prior to
such Reorganization. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section with respect to the rights of
the holders of the Series D Preferred Stock after the Reorganization, to the end
that the provisions of this Section (including adjustment of the number of
shares issuable upon conversion of the Series D Preferred Stock) shall be
applicable after that event in as nearly equivalent a manner as may be
practicable.

         F. Upon the occurrence of each adjustment or readjustment of the
Conversion Price of Series D 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 D 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 D Preferred Stock, furnish
or cause to be furnished to such holder a 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 D Preferred Stock.

         G. Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of any Series D 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 D Preferred
Stock certificate(s), if mutilated, the Company shall execute and deliver new
certificates for Series D 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 D Preferred Stock if the holder contemporaneously requests the
Company to convert such shares of Series D Preferred Stock into Common Stock.

         H. 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.

         I. In the event some but not all of the shares of Series D Preferred
Stock represented by a certificate or certificates surrendered by a holder are
converted, the Company shall execute and

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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 D Preferred Stock which
were not converted.

         J. Each share of Series D Preferred Stock outstanding two years from
the Issuance Date shall automatically be converted into Common Stock on such
date, pursuant to the conversion terms set forth herein, with such date being
deemed a Conversion Date (referred to as "AUTOMATIC CONVERSION").

         K. 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 D Preferred Stock.

VI. No Reissuance of Series D Preferred Stock. No share or shares of Series D
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 D Preferred
Stock accordingly.

VII. Reservation of Shares. The Company shall, so long as any of the Series D
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 D Preferred Stock, such number of shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all of the Series D
Preferred Stock then outstanding; provided that the number of shares of Common
Stock so reserved shall at no time be less than the number of shares of Common
Stock for which the Series D 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.    Restrictions and Limitations.

         A. Except as expressly provided herein or as required by law, so long
as any shares of Series D Preferred Stock remain outstanding, the Company shall
not, without the approval by vote or written consent by the holders of at least
two thirds of the then outstanding shares of Series D Preferred Stock, voting as
a separate class take any action that would have be inconsistent or conflict
with the rights, preferences or privileges of the holders of Series D Preferred
Stock in the manner set forth in Section VIII.B below.

         B. The Company shall not so long as any shares of Series D Preferred
Stock remain outstanding amend its Certificate of Incorporation without the
approval by the holders of all of the then outstanding shares of Series D
Preferred Stock if such amendment would:

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                  1. create any other class or series of capital stock entitled
                  to seniority as to the payment of dividends in relation to the
                  holders of Series D Preferred Stock;

                  2. reduce the amount payable to the holders of Series D
                  Preferred Stock upon the voluntary or involuntary liquidation,
                  dissolution or winding up of the Company, or change the
                  relative seniority of the liquidation preferences of the
                  holders of Series D Preferred Stock to the rights upon
                  liquidation of the holders of other capital stock of the
                  Company,

                  3. cancel or modify the conversion rights of the holders of
                  Series D Preferred Stock provided for in Section V herein;

                  4. cancel or modify the rights of the holders of the Series D
                  Preferred Stock provided for in this Section.

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 D 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 D 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 D
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 D 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 is

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that the Holder is requested to convert or exchange its certificates
representing Series D 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 D 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 Date, and provided the Registration Statement then remains effective,
the Company shall have the right to force conversion by the holders of the
Series D 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:

         In the event the Closing Bid Price of the Common Stock as calculated on
the date set forth in the Forced Conversion Notice is equal to or greater than
150% of the Conversion Price (the "150% PERIOD"), the Company may force
conversion by the holders of shares of Series D Preferred Stock at 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 D 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 D 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 D Preferred Stock held
by each holder of Series D Preferred Stock. The Forced Conversion Notice must be
delivered via facsimile by the Company prior to 12:00 p.m. Pacific 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 12:00 p.m. Pacific Time on such
day, or (ii) the immediately succeeding Trading Day if the Company receives
confirmation of transmission of the notice after 12:00 p.m. Pacific Time on a
Trading Day or at any time on a day which is not a Trading Day. No Forced
Conversion Notice may be deemed delivered, on a day that is not a

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Trading Day. Once the Company has exercised its right to force conversion of the
Preferred Stock by giving a Forced Conversion Notice to the 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 D Preferred Stock
(together with the certificates representing the share or shares of Series D
Preferred Stock not so converted) to the holder thereof via reputable overnight
courier, by electronic transfer or otherwise within five Business 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 D 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 D 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 D 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 either the Company or 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 D Preferred Stock
shares at the Redemption Price (as defined below). The Series D Preferred Stock
is redeemable as a series, in

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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 Mountain Time in which
the Redemption Notice is received by the other party via facsimile is defined to
be the "REDEMPTION NOTICE DATE"). Within ten Business Days after the Redemption
Notice Date the Company shall pay the Redemption Price (as defined below) in
immediately available funds to the holder for the shares of Series D 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 D Preferred Stock which are the subject of the Redemption
Notice by the seventh Business Day after the Redemption Notice Date. Partial
redemptions shall be in an aggregate principal amount of at least $100,000. If
fewer than all of the outstanding shares of Series D Preferred Stock are to be
redeemed, and if the Company is the Redeeming Party, the Company will select
those to be redeemed pro-rata amongst the then holders of the Series D Preferred
Stock. In the event the Company fails to comply with the redemption provisions
contained herein in any manner whatsoever and the Redeeming Party is the holder,
(i) the subject Redemption Notice shall be deemed null and void, and (ii) the
holder thereafter has the right to convert that portion of the Preferred Stock
which were the subject of such Redemption Notice. Notwithstanding the foregoing,
the Company may only serve a Redemption Notice if it has specifically allocated
readily available funds for the Redemption Price.

         B. The "REDEMPTION PRICE" per share of Series D Preferred Stock being
redeemed shall be equal to 120% of the Stated Value, plus all accrued and unpaid
dividends.

         C. The Redemption Notice shall set forth (i) the number of shares of
Series D Preferred Stock subject to redemption, (ii) the Redemption Price, and
(iii) a statement that dividends on the shares of Series D 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.
For the first five Trading Days after the Redemption Notice Date, the holder of
the Series D Preferred Stock will retain his or its right to convert the Series
D Preferred Stock as set forth herein.

         D. Subject to the occurrence of the wire transfer of the Redemption
Price as described in Section XII.C above, each share of Series D 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 D 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.

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<PAGE>   12
XIII. 4.99% Limitation. The number of shares of Common Stock which may be
acquired by any holder upon conversion pursuant to the terms herein shall not
exceed the number of such shares which, when aggregated with all other shares of
Common Stock then owned by holder, inclusive of all other shares of Common Stock
or securities convertible into Common Stock, would result in any holder owning
more than 4.99% of the then issued and outstanding Common Stock. The preceding
shall not interfere with any holder's right to convert the Series D Preferred
Stock over time which in the aggregate totals more than 4.99% of the then
outstanding shares of Common Stock so long as such Investor does not own more
than 4.99% of the then outstanding Common Stock at any given time. The foregoing
limitation shall not apply to the Automatic Conversion provision contained
herein.

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.

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<PAGE>   13
                  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 31st day of December, 1998.

                                         OSAGE SYSTEMS GROUP, INC.


                                            By: /s/ Jack R. Leadbeater
                                                -------------------------------
Attest:                                           Jack R. Leadbeater,
                                                  Chief Executive Officer


By:  /s/ John Iorillo
    -----------------
John Iorillo,
Assistant Secretary

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