Exhibit 3.1c
                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                       THE WELLCARE MANAGEMENT GROUP, INC.


                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                       THE WELLCARE MANAGEMENT GROUP, INC.


                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


     The undersigned,  being the Acting President and Chief Executive Officer of
The  WellCare  Management  Group,  Inc.,  a New  York  corporation  (hereinafter
referred to as the  "Corporation")  organized  and  existing  under the Business
Corporation  Law  ("BCL")  of the State of New York,  does  hereby  certify  the
following:

     FIRST: The Corporation's name is The WellCare Management Group, Inc.

     SECOND:  The original  Certificate of  Incorporation of the Corporation was
filed by the  Department  of State under and pursuant to the BCL on the 25th day
of August, 1983 under the name Ullmann and Castellon, Inc.

     THIRD: The purpose of this Certificate of Amendment is to amend the Article
IV, Section 3 of the Corporation's  Certificate of Incorporation for the purpose
of  designating  two series of the  Corporation's  authorized  Preferred  Stock.
Article IV,  Section 3 of the  Corporation's  Certificate  of  Incorporation  is
hereby amended by adding new subparagraphs (d) and (e) as follows:

     (d) Pursuant to the authority  conferred upon the Board of Directors of the
Corporation by the foregoing  provisions of this  Certificate of  Incorporation,
the  Board of  Directors  of the  Corporation  on June 1,  1999  duly  adopted a
resolution  creating a series of Preferred  Stock, the designation and number of
shares thereof and the voting powers,  preferences and relative,  participating,
optional  and  other  special  rights  of the  shares  of such  series,  and the
qualifications, limitations and restrictions thereof are as follows:


          (i) Designation and Number.

               (1) The  shares  of such  series  shall be  designated  as Senior
Convertible  Preferred  Stock,  Series A (the "Series A Preferred  Stock").  The
number of shares  initially  constituting  the Series A Preferred Stock shall be
100,000,  which  number may be  decreased  (but not  increased)  by the Board of
Directors without a vote of stockholders; provided,however, that such number may
not be  decreased  below  the  number  of then  outstanding  shares  of Series A
Preferred Stock.

               (2) The Series A Preferred Stock shall, with respect to rights on
liquidation,  dissolution  or winding up, rank (i) on a parity with the Series B
Preferred  Stock, and (ii) prior to all other classes and series of Junior Stock
(as defined below) of the  Corporation  now or hereafter  authorized  including,
without limitation, the Common Stock.

               (3) Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in Section (d)(viii) below.

                    (ii) Dividends and Distributions.

                    Each holder of shares of Series A  Preferred  Stock shall be
entitled  to  receive,  when,  as and if  declared  by the  Board of  Directors,
dividends and other distributions (including,  without limitation,  any options,
warrants or other rights to acquire capital stock of the Corporation  whether or
not pursuant to a shareholder rights plan, "poison pill" or similar arrangement,
or other property or assets) on a parity with each holder of Common Stock.  Such
dividends and distributions shall be payable on each share of Series A Preferred
Stock in an amount  equal to the  dividends  per share  payable on the number of
shares of Common  Stock into which such share of Series A Preferred  Stock would
be  convertible  under  Section  (d)(vi)  on the  record  date  for  determining
eligibility to receive such dividends,  or if no record date is established,  on
the date such dividends are actually paid.

                    (iii) Voting Rights.

                         (1) The holders of the Series A  Preferred  Stock shall
be  entitled  to notice of all  stockholders  meetings  in  accordance  with the
Corporation's  bylaws,  and except as otherwise  required by applicable  law and
with respect to those matters set forth in Section  (d)(iii)(2),  the holders of
the Series A Preferred Stock shall be entitled to vote on all matters  submitted
to the  stockholders  for a vote  together  with the holders of the Common Stock
voting  together as a single class with each share of Common  Stock  entitled to
one vote per share and each share of Series A  Preferred  Stock  entitled to one
vote for each share of Common Stock  issuable  upon  conversion  of the Series A
Preferred  Stock as of the  record  date for such vote or, if no record  date is
specified,  as of the date of such vote;  provided,  however,  if there shall be
shares of Class A Common Stock of the Corporation  outstanding on such date, the
holders of Series A Preferred Stock shall be entitled to such  additional  votes
per share that would give the  holder(s) of the Series A Preferred  Stock,  as a
class,  a 55%  voting  interest  in the total  number of votes of the issued and
outstanding  Common Stock (after  having given effect to the  conversion  of the
Series A  Preferred  Stock)  and issued and  outstanding  Class A Common  Stock,
combined.

                         (2) Unless the consent or approval of a greater  number
of shares shall then be required by law, the affirmative  vote of the holders of
at least  51% of the  outstanding  shares of Series A  Preferred  Stock,  voting
separately  as a single  class,  in person or by proxy,  at a special  or annual
meeting of stockholders called for the purpose, shall be necessary to:


                         (A) increase the authorized  number of shares of Series
A Preferred Stock; and

                         (B)  authorize,  adopt or approve an  amendment  to the
Charter that would  increase or decrease the par value of the shares of Series B
Preferred  Stock or Series A  Preferred  Stock,  or alter or change the  powers,
preferences  or  special  rights of the  shares of Series B  Preferred  Stock or
Series A Preferred  Stock,  or otherwise  affect the rights of the shares of the
Series  B  Preferred  Stock  adversely,   including,   without  limitation,  the
liquidation preference provisions.

                    (3) At each meeting of  stockholders at which the holders of
shares of Series A Preferred Stock shall have the right,  voting separately as a
single  class,  to take any  action,  the  presence in person or by proxy of the
holders  of  record  of  one-third  of the  total  number  of shares of Series A
Preferred  Stock then  outstanding  and  entitled to vote on the matter shall be
necessary and  sufficient to constitute a quorum.  At any such meeting or at any
adjournment thereof:

                         (A) the absence of a quorum of the holders of shares of
any other  class or series of capital  stock shall not prevent the taking of any
action as provided in this Section (d)(iii); and

                         (B) in the absence of a quorum of the holders of shares
of Series A Preferred Stock, a majority of the holders of such shares present in
person or by proxy shall have the power to adjourn the meeting as to the actions
to be taken by the  holders of shares of Series A  Preferred  Stock from time to
time and place to place without  notice other than  announcement  at the meeting
until a quorum shall be present.

                    (4)  For  taking  of  any  action  as  provided  in  Section
(d)(iii)(2)  by the  holders of shares of Series A  Preferred  Stock,  each such
holder shall have one vote for each share of such stock  standing in his name on
the  transfer  books of the  Corporation  as of any  record  date fixed for such
purpose or, if no such date be fixed,  at the close of business on the  Business
Day next preceding the day on which notice is given, or if notice is waived,  at
the close of business on the  Business Day next  preceding  the day on which the
meeting is held; provided, however, that shares of Series A Preferred Stock held
by the Corporation or any Affiliate of the Corporation shall not be deemed to be
outstanding  for  purposes  of taking any  action as  provided  in this  Section
(d)(iii).

               (iv) Reacquired Shares.

                    Any shares of Series A Preferred Stock converted, exchanged,
redeemed,  purchased  or  otherwise  acquired by the  Corporation  in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares of Series A Preferred Stock shall upon their cancellation become
authorized but unissued shares of preferred  stock, par value $.01 per share, of
the  Corporation  and,  upon  the  filing  of  an  appropriate   Certificate  of
Designation  with  the  Secretary  of State of the  State  of New  York,  may be
reissued as part of another series of preferred stock, par value $.01 per share,
of the  Corporation,  but in any event may not be reissued as shares of Series A
Preferred Stock unless


all of the  shares of Series A  Preferred  Stock  issued on the Issue Date shall
have already been redeemed or converted.

               (v) Liquidation, Dissolution or Winding Up.

                    (1) If the Corporation shall commence a voluntary case under
the United States  bankruptcy laws or any applicable  bankruptcy,  insolvency or
similar law of any other country, or consent to the entry of an order for relief
in an involuntary  case under any such law or to the  appointment of a receiver,
liquidator,   assignee,  custodian,  trustee,  sequestrator  (or  other  similar
official) of the Corporation or of any substantial part of its property, or make
an  assignment  for the  benefit  of its  creditors,  or  admit in  writing  its
inability to pay its debts  generally as they become due or if a decree or order
for  relief in  respect of the  Corporation  shall be entered by a court  having
jurisdiction  in the  premises in an  involuntary  case under the United  States
bankruptcy laws or any applicable  bankruptcy,  insolvency or similar law of any
other  country,  or  appointing  a receiver,  liquidator,  assignee,  custodian,
trustee,  sequestrator (or other similar  official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and on account of any such event the Corporation  shall liquidate,
dissolve or wind up, or if the Corporation shall otherwise  liquidate,  dissolve
or wind up (any such event, a "Liquidation"),  no distribution  shall be made to
the holders of shares of Junior  Stock  unless,  prior  thereto,  the holders of
shares of Series A Preferred  Stock  shall have  received an amount per share of
Series A Preferred Stock equal to the greater of (A) the Stated Value,  plus all
declared and unpaid dividends to the date of  distribution,  or (B) the proceeds
in Liquidation  that the holders of Series A Preferred Stock would have received
in  respect  of all  shares  of  Common  Stock  issuable  to such  holders  upon
conversion  of a share  of  Series A  Preferred  Stock  owned  by such  holders,
assuming  that such share of Series A Preferred  Stock owned by such holders had
been  converted into shares of Common Stock in accordance  with Section  (d)(vi)
immediately  prior to the  Liquidation  (such greater amount being the "Series A
Preferred Stock Liquidation Amount").

                    (2)   Notwithstanding   the   foregoing,   if   the   assets
distributable upon a Liquidation shall be insufficient to pay in full the Series
A Preferred Stock  Liquidation  Amount on all shares of Series A Preferred Stock
outstanding  and any amount payable to the holders of Parity Stock,  then all of
the assets  available  after payment of any amounts  payable on the Senior Stock
shall be distributed  among the holders of the Series A Preferred  Stock and the
Parity Stock ratably in proportion  to the  respective  amounts of the assets to
which they would otherwise be entitled.

                    (3) Neither the  consolidation  or merger of the Corporation
with or into any other  Person  nor the sale or other  distribution  to  another
Person of all or  substantially  all the  assets,  property  or  business of the
Corporation,  shall be deemed to be a liquidation,  dissolution or winding up of
the Corporation for purposes of this Section (d)(v).

               (vi) Conversion.

                    (1) At the later of (i) the  amendment to the  Corporation's
certificate of incorporation increasing the total number of authorized shares of
Common Stock by 55,000,000 shares or (ii) the obtainment of all governmental and
regulatory  approvals  necessary  for the  conversion  of  shares  of  Series  A
Preferred Stock into shares of Common Stock,  each outstanding share of Series A
Preferred  Stock shall  immediately  and  automatically,  with no further action
required to be taken by the  Corporation  or the holder  thereof,  be  converted
into,  subject to the terms and provisions of this Section  (d)(vi),  fully paid
and non-assessable  shares of Common Stock, subject to Section (d)(vi)(7).  Each
share of  Series A  Preferred  Stock is  convertible  into a number of shares of
Common Stock ("Number  Issuable") which is initially  92.882 shares,  subject to
adjustment  as set forth in Section  (d)(vi)(4).  Immediately  thereafter,  each
holder of Series A Preferred Stock shall be deemed to be the holder of record of
the Common Stock  issuable upon  conversion of such holder's  Series A Preferred
Stock  notwithstanding  that the share register of the Corporation shall then be
closed or that  certificates  representing  such Common  Stock shall not then be
actually delivered to such Person. Upon notice from the Corporation, each holder
of  Series A  Preferred  Stock so  converted  shall  promptly  surrender  to the
Corporation,  at any place where the Corporation shall maintain a transfer agent
for its Series A Preferred Stock and Common Stock, certificates representing the
shares so converted, duly endorsed in blank or accompanied by proper instruments
of transfer.  The shares of Common Stock issued upon the conversion of shares of
Series A Preferred Stock pursuant to  Section(d)(vi)(1)  shall be subject to the
anti-dilution rights set forth in Paragraph 2(b) of the Stock Purchase Agreement
dated May 19, 1999 by and between the Corporation and Kiran C. Patel.

                    (2) As  promptly  as  practicable  after the  surrender,  as
herein  provided,  of any  shares of  Series A  Preferred  Stock for  conversion
pursuant to Section  (d)(vi)(1),  the  Corporation  shall deliver to or upon the
written  order of the holder of such  shares so  surrendered  a  certificate  or
certificates  representing the number of fully paid and non-assessable shares of
Common  Stock into which such shares of Series A Preferred  Stock may be or have
been converted in accordance with the provisions of this Section (d)(vi).

                    (3) To the extent  permitted by law, when shares of Series A
Preferred  Stock are converted,  all dividends  which have been declared and are
unpaid on the Series A Preferred  Stock so converted  to the date of  conversion
shall be  immediately  due and payable and must  accompany  the shares of Common
Stock issued upon such conversion.

                    (4) The Number  Issuable shall be subject to adjustment from
time to time as follows:

                         (A) In case the  Corporation  shall at any time or from
time to time after the Issue Date:

                              (I) pay a dividend or make a  distribution  on the
outstanding shares of Common Stock in capital stock of the Corporation;

                              (II)  subdivide the  outstanding  shares of Common
Stock into a larger number of shares;

                              (III)  combine  the  outstanding  shares of Common
Stock into a smaller number of shares; or


                              (IV)  issue any shares of its  capital  stock in a
reclassification of the Common Stock;

then, and in each such case, the Number Issuable in effect  immediately prior to
such event shall be adjusted (and any other  appropriate  actions shall be taken
by the  Corporation) so that the holder of any share of Series A Preferred Stock
thereafter converted shall be entitled to receive the number of shares of Common
Stock or other  securities  of the Company which such holder would have owned or
had been  entitled to receive  upon or by reason of any of the events  described
above,  had such share of Series A Preferred  Stock been  converted  immediately
prior to the happening of such event. An adjustment made pursuant to this clause
(A) shall become effective retroactively (x) in the case of any such dividend or
distribution,  to a date  immediately  following  the close of  business  on the
record date for the  determination of holders of shares of Common Stock entitled
to  receive  such  dividend  or  distribution,  or (y) in the  case of any  such
subdivision,  combination or  reclassification,  to the close of business on the
date upon which such corporate action becomes effective.

                         (B) If, after the Issue Date,  the  Corporation  issues
any shares of Common Stock other than pursuant to Section  (d)(vi)(4)(A) or upon
conversion  of Class A Common  Stock or  Series A  Preferred  Stock or  Series B
Preferred Stock,  there shall be a further  adjustment to the Number Issuable so
as to give the holder(s) of the Series A Preferred Stock, as a class, 55% of the
aggregate of the total number of shares of (1) the issued and outstanding Common
Stock and (2) the issued and outstanding Class A Common Stock (after taking into
account such issuance of shares of Common Stock).  If any shares of Common Stock
are issued by the  Corporation  for less than $.50 per share  between  the Issue
Date and the date the Series A Preferred Stock is automatically  converted under
Section (d)(vi)(1) (each a "Discount  Issuance"),  then the adjustment described
in the immediately prior sentence,  with respect to each such Discount Issuance,
shall be reduced by one-half  (1/2). If any shares of Common Stock are issued by
the Corporation between the Issue Date and the date the Series A Preferred Stock
is automatically converted under Section (d)(vi)(1) for consideration other than
cash,  then the  consideration  per share  shall be  determined  by the Board of
Directors.  The  adjustments  contemplated by this Section  (d)(vi)(4)(B)  shall
terminate at such time as the number of issued and outstanding  shares of Common
Stock  and  Class  A  Common  Stock  (after  giving  effect  to  any  adjustment
contemplated  by this Section  (d)(vi)(4)(B))  shall equal  Seventy Five Million
(75,000,000).

                    (C) If the  Corporation,  at any time or from  time to time,
shall take any action  affecting its Common Stock similar to or having an effect
similar  to any of the  actions  described  in any of Section  (d)(vi)(4)(A)  or
Section  (d)(vi)(8) (but not including any action described in any such Section)
and the Board of Directors of the  Corporation in good faith  determines that it
would be  equitable  in the  circumstances  to adjust the Number  Issuable  as a
result of such action, then, and in each such case, the Number Issuable shall be
adjusted  in such  manner  and at such  time as the  Board of  Directors  of the
Corporation  in good faith  determines  would be equitable in the  circumstances
(such  determination to be evidenced in a resolution,  a certified copy of which
shall be mailed to the holders of the Series A Preferred Stock).

                    (D)  Notwithstanding  anything  herein to the  contrary,  no
adjustment  under this Section  (d)(vi)(4)  need be made to the Number  Issuable
unless such  adjustment  would require an increase or decrease of at least 1% of
the Number  Issuable  then in effect.  Any  lesser  adjustment  shall be carried
forward and shall be made at the time of and together  with the next  subsequent
adjustment,  which,  together  with any  adjustment  or  adjustments  so carried
forward,  shall  amount to an increase or decrease of at least 1% of such Number
Issuable.  Any  adjustment  to the  Number  Issuable  carried  forward  and  not
theretofore made shall be made immediately prior to the conversion of any shares
of Series A Preferred Stock pursuant hereto.

               (5) If the Corporation  shall take a record of the holders of its
Common  Stock for the purpose of  entitling  them to receive a dividend or other
distribution,  and shall  thereafter and before the distribution to stockholders
thereof   legally   abandon  its  plan  to  pay  or  deliver  such  dividend  or
distribution,  then  thereafter  no  adjustment  in the Number  Issuable then in
effect shall be required by reason of the taking of such record.

               (6) Upon any increase or decrease in the Number  Issuable,  then,
and in each such case, the Corporation promptly shall deliver to each registered
holder of Series A  Preferred  Stock at least  five (5)  Business  Days prior to
effecting  any  of the  foregoing  transactions  a  certificate,  signed  by the
President or a Vice-President and by the Treasurer or an Assistant  Treasurer or
the  Secretary or an Assistant  Secretary of the  Corporation,  setting forth in
reasonable  detail the event  requiring the  adjustment  and the method by which
such adjustment was calculated and specifying the increased or decreased  Number
Issuable then in effect following such adjustment.

               (7) No fractional shares or scrip representing  fractional shares
shall be issued upon the  conversion of any shares of Series A Preferred  Stock.
If more than one share of Series A  Preferred  Stock  shall be  surrendered  for
conversion  at one time by the same holder,  the number of full shares of Common
Stock  issuable  upon  conversion  thereof shall be computed on the basis of the
aggregate Stated Value of the shares of Series A Preferred Stock so surrendered.
If the conversion of any share or shares of Series A Preferred  Stock results in
a fraction,  an amount equal to such fraction  multiplied by the Current  Market
Price of the Common Stock on the Business Day  preceding  the day of  conversion
shall be paid to such holder in cash by the Corporation.

               (8) In case of any capital  reorganization or reclassification or
other change of  outstanding  shares of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value), or
in case of any  consolidation  or merger of the Corporation with or into another
Person (other than a  consolidation  or merger in which the  Corporation  is the
resulting or surviving Person and which does not result in any  reclassification
or change of outstanding Common Stock), (any of the foregoing, a "Transaction"),
the  Corporation,  or such successor or purchasing  Person,  as the case may be,
shall  execute and  deliver to each holder of Series A Preferred  Stock at least
ten (10) Business Days prior to effecting  any of the foregoing  Transactions  a
certificate  that the  holder of each  share of Series A  Preferred  Stock  then
outstanding  shall have the right  thereafter  to convert such share of Series A
Preferred Stock into the kind and amount of shares of stock or other  securities
(of the  Corporation or another issuer) or property or cash receivable upon such
Transaction  by a holder of the number of shares of Common Stock into which such
share of Series A Preferred Stock could have been converted immediately prior to
such Transaction.  Such certificate shall provide for adjustments which shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Section (d)(vi). If, in the case of any such Transaction,  the stock, other
securities,  cash or property  receivable  thereupon by a holder of Common Stock
includes  shares  of stock  or  other  securities  of a  Person  other  than the
successor or purchasing Person and other than the Corporation, which controls or
is controlled by the successor or purchasing Person or which, in connection with
such Transaction, issues stock, securities, other property or cash to holders of
Common Stock,  then such certificate also shall be executed by such Person,  and
such Person shall, in such certificate, specifically acknowledge the obligations
of such successor or purchasing  Person and acknowledge its obligations to issue
such  stock,  securities,  other  property  or cash to the  holders  of Series A
Preferred  Stock upon  conversion  of the shares of Series A Preferred  Stock as
provided  above.  The  provisions of this Section  (d)(vi)(8) and any equivalent
thereof  in  any  such   certificate   similarly   shall  apply  to   successive
Transactions.

               (9) In case at any time or from time to time:

                    (A) the  Corporation  shall declare a dividend (or any other
distribution) on its Common Stock;

                    (B) the  Corporation  shall  authorize  the  granting to the
holders of its Common Stock of rights or warrants to  subscribe  for or purchase
any shares of stock of any class or of any other rights or warrants;

                    (C) there shall be any reclassification of the Common Stock,
or any consolidation or merger to which the Corporation is a party and for which
approval of any  shareholders  of the  Corporation  is required,  or any sale or
other  disposition of all or substantially all of the assets of the Corporation;
or

                    (D) there shall be any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation; then the Corporation shall mail to
each holder of shares of Series A Preferred Stock at such holder's address as it
appears on the transfer books of the Corporation, as promptly as possible but in
any event at least 10 days prior to the applicable date hereinafter specified, a
notice  stating (x) the date on which a record is to be taken for the purpose of
such dividend,  distribution  or rights or warrants or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend,  distribution or rights are to be determined,  or (y) the date
on  which  such  reclassification,   consolidation,  merger,  sale,  conveyance,
dissolution,  liquidation  or winding up is expected to become  effective.  Such
notice also shall  specify the date as of which it is expected  that  holders of
Common  Stock of record  shall be entitled to exchange  their  Common  Stock for
shares of stock or other  securities or property or cash  deliverable  upon such
reclassification,   consolidation,   merger,  sale,   conveyance,   dissolution,
liquidation or winding up.

                    (10)  After a date one  hundred  fifty  (150)  days from the
Issue Date,  the  Corporation  shall at all times reserve and keep available for
issuance upon the conversion of the Series A Preferred Stock pursuant to Section
(d)(vi)(1), such number of its authorized but unissued shares of Common Stock as
will from time to time be sufficient to permit the conversion of all outstanding
shares of Series A  Preferred  Stock,  and shall  take all  action  required  to
increase  the  authorized  number of shares of Common Stock if at any time there
shall be  insufficientauthorized  but unissued  shares of Common Stock to permit
such reservation or to permit the conversion of all outstanding shares of Series
A Preferred Stock.

                    (11) The  issuance or delivery  of  certificates  for Common
Stock upon the  conversion  of shares of Series A  Preferred  Stock  pursuant to
Section(d)(vi)(1)  shall be made  without  charge  to the  converting  holder of
shares  of Series A  Preferred  Stock  for such  certificates  or for any tax in
respect of the  issuance  or  delivery of such  certificates  or the  securities
represented  thereby,  and such certificates shall be issued or delivered in the
respective names of, or (subject to compliance with the applicable provisions of
federal  and state  securities  laws) in such names as may be  directed  by, the
holders of the shares of Series A Preferred Stock converted;  provided, however,
that the  Corporation  shall not be required to pay any tax which may be payable
in respect of any  transfer  involved in the  issuance  and delivery of any such
certificate  in a name  other  than that of the holder of the shares of Series A
Preferred Stock converted, and the Corporation shall not be required to issue or
deliver such  certificate  unless or until the Person or Persons  requesting the
issuance or delivery  thereof shall have paid to the  Corporation  the amount of
such  tax or  shall  have  established  to the  reasonable  satisfaction  of the
Corporation that such tax has been paid.

               (vii) Certain Remedies.

                    Any registered  holder of Series A Preferred  Stock shall be
entitled to an injunction or injunctions  to prevent  breaches of the provisions
of this  Certificate of Designation  and to enforce  specifically  the terms and
provisions of this  Certificate of Designation in any court of the United States
or any state thereof  having  jurisdiction,  this being in addition to any other
remedy to which such holder may be entitled at law or in equity.

               (viii) Definitions.

                    For the  purposes of this  Article  IV,  Section  3(d),  the
following terms shall have the meanings indicated:

                              "Affiliate"  shall have the  meaning  ascribed  to
such term in Rule 12b-2 of the General Rules and Regulations  under the Exchange
Act.

                              "Business  Day"  shall  mean any day other  than a
Saturday, Sunday or other day on which commercial banks in The City of New York,
New York are authorized or required by law or executive order to close.

                              "Common  Stock" shall mean the common  stock,  par
value $.01 per share,  and each other class of capital stock, of the Corporation
that does not have a  preference  over any other  class of capital  stock of the
Corporation  as to dividends or upon  liquidation,  dissolution or winding up of
the  Corporation  and,  in each case,  shall  include any other class of capital
stock of the Corporation into which such stock is reclassified or reconstituted.

                              "Current  Market  Price" per share shall mean,  on
any date specified herein for the determination  thereof,  (a) the average daily
Market  Price of the Common Stock for those days during the period of forty (40)
days,  ending on such date,  which are Trading Days, and (b) if the Common Stock
is not then listed or admitted to trading on any national securities exchange or
quoted in the over-the-counter market, the Market Price on such date.

                              "Exchange Act" shall mean the Securities  Exchange
Act of 1934, as amended,  and the rules and  regulations  of the  Securities and
Exchange Commission thereunder.

                              "Fair Market  Value" shall mean the amount which a
willing buyer, under no compulsion to buy, would pay a willing seller,  under no
compulsion  to sell,  in an  arm's-length  transaction  (assuming in the case of
Common Stock (i) that the Common Stock is valued "as if fully  distributed"  and
(ii) no consideration is given for minority investment  discounts,  or discounts
related to illiquidity or restrictions on transferability).

                              "Issue  Date"  shall  mean  the  original  date of
issuance of shares of Series A Preferred Stock to Patel.

                              "Junior Stock" shall mean any capital stock of the
Corporation  ranking  junior  (either  as  to  dividends  or  upon  liquidation,
dissolution or winding up) to the Series A Preferred  Stock  including,  without
limitation, the Common Stock.

                              "Market  Price"  shall  mean,  per share of Common
Stock on any date  specified  herein:  (a) the  closing  price  per share of the
Common Stock on such date  published  in The Wall Street  Journal or, if no such
closing price on such date is published in The Wall Street Journal,  the average
of the closing bid and asked prices on such date, as officially  reported on the
principal national  securities exchange on which the Common Stock is then listed
or admitted to trading;  (b) if the Common  Stock is not then listed or admitted
to trading on any national  securities  exchange but is designated as a national
market system security, the last trading price of the Common Stock on such date;
(c) if there  shall have been no trading on such date or if the Common  Stock is
not so designated,  the average of the reported  closing bid and asked prices of
the Common Stock on such date as shown by NASDAQ and reported by any member firm
of the NYSE,  selected  by the  Corporation;  or (d) if the Common  Stock is not
traded on NASDAQ,  then the average of the reported closing bid and asked prices
of the  Common  Stock on such  date as shown  by the OTC  Bulletin  Board of the
National Association of Securities Dealers, Inc. If neither (a), (b), (c) or (d)
is  applicable,  Market  Price  shall  mean  the Fair  Market  Value  per  share
determined  in good faith by the Board of  Directors  of the  Corporation  which
shall be deemed to be Fair Market  Value  unless  holders of at least 51% of the
outstanding  shares of Series A Preferred  Stock  request  that the  Corporation
obtain an opinion of a nationally  recognized  investment banking firm chosen by
such holders (at the  Corporation's  expense),  in which event Fair Market Value
shall be as determined by such investment banking firm.

                              "NASDAQ" shall mean the National  Market System of
the NASDAQ Stock Market.

                              "NYSE"  shall  mean the New York  Stock  Exchange,
Inc.

                              "Parity Stock" shall mean any capital stock of the
Corporation, including the Series B Preferred Stock, ranking on a par (either as
to dividends or upon  liquidation,  dissolution or winding up) with the Series A
Preferred Stock, including, without limitation, the Series B Preferred Stock.

                              "Person"   shall   mean  any   individual,   firm,
corporation,  partnership,  trust,  incorporated or unincorporated  association,
joint  venture,  joint  stock  company,  government  (or an agency or  political
subdivision  thereof)  or other  entity  of any  kind,  and  shall  include  any
successor (by merger) of such entity.

                              "Senior Stock" shall mean any capital stock of the
Corporation  ranking  senior  (either  as  to  dividends  or  upon  liquidation,
dissolution or winding up) to the Series A Preferred Stock.

                              "Series B  Preferred  Stock"  shall mean shares of
Senior Convertible  Preferred Stock, Series B, par value $0.01 per share, of the
Company.

                              "Stated  Value"  shall  mean  $50.00  per share of
Series A Preferred Stock

                              "Subsidiary"  shall  mean,  with  respect  to  any
Person,  a corporation  or other entity of which 50% or more of the voting power
of the  voting  equity  securities  or equity  interest  is owned,  directly  or
indirectly, by such Person.

                              "Trading  Days"  shall  mean  a day on  which  the
national securities exchanges are open for trading.

                    (ix) Modification or Amendment.

                         Except as specifically set forth herein,  modifications
or amendments to this  Certificate of Designation may be made by the Corporation
with the  consent of the  holders of at least 51% of the  outstanding  shares of
Series A Preferred Stock.

               (e)  Pursuant  to the  authority  conferred  upon  the  Board  of
Directors of the Corporation by the foregoing  provisions of this Certificate of
Incorporation,  the Board of Directors of the  Corporation  on June 1, 1999 duly
adopted a resolution  creating a series of Preferred  Stock, the designation and
number of shares  thereof  and the  voting  powers,  preferences  and  relative,
participating,  optional and other special  rights of the shares of such series,
and the qualifications, limitations and restrictions thereof are as follows:

                    (i) Designation and Number.

                         (1) The shares of such series  shall be  designated  as
Senior Convertible  Preferred Stock,  Series B (the "Series B Preferred Stock").
The number of shares  initially  constituting the Series B Preferred Stock shall
be 100,000,  which number may be decreased  (but not  increased) by the Board of
Directors without a vote of stockholders;  provided,  however,  that such number
may not be  decreased  below the number of then  outstanding  shares of Series B
Preferred Stock.

                         (2) The Series B Preferred Stock shall, with respect to
rights on liquidation,  dissolution or winding up, rank (i) on a parity with the
Series A  Preferred  Stock,  and (ii) prior to all other  classes  and series of
Junior Stock (as defined below) of the Corporation  now or hereafter  authorized
including, without limitation, the Common Stock.

                         (3)  Capitalized  terms used herein and not  other-wise
defined shall have the meanings set forth in Section (e)(viii) below.

                    (ii) Dividends and Distributions.

                         (1) Each holder of shares of Series B Preferred  Stock,
shall  be  entitled  to  receive,  when,  as and if  declared  by the  Board  of
Directors, dividends and other distributions (including, without limitation, any
options,  warrants or other rights to acquire  capital stock of the  Corporation
whether or not pursuant to a shareholder  rights plan,  "poison pill" or similar
arrangement, or other property or assets) on a parity with each holder of Common
Stock. Such dividends and distributions shall be payable on each share of Series
B Preferred  Stock in an amount equal to the  dividends per share payable on the
number of shares of Common  Stock into  which  such share of Series B  Preferred
Stock  would  be  convertible  under  Section  (e)(vi)  on the  record  date for
determining  eligibility  to receive  such  dividends,  or if no record  date is
established, on the date such dividends are actually paid.

                         (2) If at any time after 150 days of the Issue Date all
the shares of Series B  Preferred  Stock are not  converted  into fully paid and
non-assessable  shares of Common Stock, as  contemplated by Section  (e)(vi)(1),
then the  holders of shares of Series B  Preferred  Stock in  preference  to the
holders of Common  Stock and of any shares of Parity Stock or other Junior Stock
of the Corporation,  shall be entitled to receive,  so long as all the shares of
Series B Preferred  Stock are not converted  into fully paid and  non-assessable
shares of Common Stock, when, as and if declared by the Board of Directors,  out
of the assets of the Corporation  legally  available  therefor,  cumulative cash
dividends at a rate on the Stated Value thereof equal to 6.0%, calculated on the
basis of a 360-day  year  consisting  of twelve  30-day  months  and  compounded
quarterly,  accruing and payable in equal  quarterly  payments,  in  immediately
available funds, on the last day of March,  June,  September and December or, if
any such day is not a Business  Day, the next  succeeding  Business Day, in each
year.

                    (iii) Voting Rights.

                         (1) Except for such  voting  rights as shall be granted
to the holders of shares of Series B Preferred Stock by this Section (e)(iii) or
by law,  the holders of shares of Series B Preferred  Stock shall have no voting
rights.

                         (2) (A) Unless the  consent  or  approval  of a greater
number of shares  shall then be required  by law,  the  affirmative  vote of the
holders of at least 51% of the outstanding  shares of Series B Preferred  Stock,
voting  separately  as a single  class,  in person or by proxy,  at a special or
annual meeting of stockholders called for the purpose, shall be necessary to:

                              (I)  increase the  authorized  number of shares of
Series B Preferred Stock; and

                              (II)  authorize,  adopt or approve an amendment to
the  Charter  that would  increase  or  decrease  the par value of the shares of
Series B  Preferred  Stock or Series A Preferred  Stock,  or alter or change the
powers,  preferences or special rights of the shares of Series B Preferred Stock
or Series A Preferred Stock, or otherwise affect the rights of the shares of the
Series  B  Preferred  Stock  adversely,   including,   without  limitation,  the
liquidation preference provisions.

                         (3) (A) At each  meeting of  stockholders  at which the
holders of shares of Series B  Preferred  Stock  shall  have the  right,  voting
separately as a single class,  to take any action,  the presence in person or by
proxy of the  holders of record of  one-third  of the total  number of shares of
Series B Preferred  Stock then  outstanding  and  entitled to vote on the matter
shall be necessary and sufficient to constitute a quorum. At any such meeting or
at any adjournment thereof:

                              (I) the  absence  of a quorum  of the  holders  of
shares of any other  class or series of  capital  stock  shall not  prevent  the
taking of any action as provided in this Section (e)(iii); and

                              (II) in the  absence of a quorum of the holders of
shares of Series B  Preferred  Stock,  a majority  of the holders of such shares
present in person or by proxy  shall have the power to adjourn the meeting as to
the  actions to be taken by the  holders of shares of Series B  Preferred  Stock
from time to time and place to place without notice other than  announcement  at
the meeting until a quorum shall be present.

                         (B) For  taking of any  action as  provided  in Section
(e)(iii)(2)  by the  holders of shares of Series B  Preferred  Stock,  each such
holder shall have one vote for each share of such stock  standing in his name on
the  transfer  books of the  Corporation  as of any  record  date fixed for such
purpose or, if no such date be fixed,  at the close of business on the  Business
Day next preceding the day on which notice is given, or if notice is waived,  at
the close of business on the  Business Day next  preceding  the day on which the
meeting is held; provided, however, that shares of Series B Preferred Stock held
by the Corporation or any Affiliate of the Corporation shall not be deemed to be
outstanding  for  purposes  of taking any  action as  provided  in this  Section
(e)(iii).

                              (iv) Reacquired Shares.

                                   Any  shares  of  Series  B  Preferred   Stock
converted,   exchanged,   redeemed,  purchased  or  otherwise  acquired  by  the
Corporation  in any manner  whatsoever  shall be retired and  canceled  promptly
after the acquisition thereof. All such shares of Series B Preferred Stock shall
upon their  cancellation  become  authorized  but  unissued  shares of preferred
stock,  par value $.01 per share, of the Corporation  and, upon the filing of an
appropriate  Certificate of Designation with the Secretary of State of the State
of New York, may be reissued as part of another series of preferred  stock,  par
value $.01 per share, of the  Corporation,  but in any event may not be reissued
as shares of  Series B  Preferred  Stock  unless  all of the  shares of Series B
Preferred  Stock issued on the Issue Date shall have  already  been  redeemed or
converted.

                              (v) Liquidation, Dissolution or Winding Up.

                                   (1)  If  the  Corporation  shall  commence  a
voluntary  case  under  the  United  States  bankruptcy  laws or any  applicable
bankruptcy,  insolvency or similar law of any other  country,  or consent to the
entry of an order for relief in an involuntary case under any such law or to the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator  (or  other  similar   official)  of  the  Corporation  or  of  any
substantial  part of its property,  or make an assignment for the benefit of its
creditors,  or admit in writing its inability to pay its debts generally as they
become  due or if a decree or order for  relief in  respect  of the  Corporation
shall  be  entered  by a  court  having  jurisdiction  in  the  premises  in  an
involuntary  case  under the United  States  bankruptcy  laws or any  applicable
bankruptcy,  insolvency  or similar law of any other  country,  or  appointing a
receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or other
similar official) of the Corporation or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs,  and on account of any
such  event the  Corporation  shall  liquidate,  dissolve  or wind up, or if the
Corporation  shall otherwise  liquidate,  dissolve or wind up (any such event, a
"Liquidation"), no distribution shall be made to the holders of shares of Junior
Stock unless,  prior thereto,  the holders of shares of Series B Preferred Stock
shall have received an amount per share of Series B Preferred Stock equal to the
greater of (A) the Stated Value,  plus all declared and unpaid  dividends to the
date of  distribution  plus all  accrued  and unpaid  dividends,  whether or not
declared or currently  payable to the date of distribution,  or (B) the proceeds
in Liquidation  that the holders of Series B Preferred Stock would have received
in  respect  of all  shares  of  Common  Stock  issuable  to such  holders  upon
conversion  of a share  of  Series B  Preferred  Stock  owned  by such  holders,
assuming  that such share of Series B Preferred  Stock owned by such holders had
been  converted into shares of Common Stock in accordance  with Section  (e)(vi)
immediately  prior to the  Liquidation  (such greater amount being the "Series B
Preferred Stock Liquidation Amount").

                                   (2)  Notwithstanding  the  foregoing,  if the
assets distributable upon a Liquidation shall be insufficient to pay in full the
Series B Preferred Stock Liquidation  Amount on all shares of Series B Preferred
Stock  outstanding  and any amount payable to the holders of Parity Stock,  then
all of the assets  available  after payment of any amounts payable on the Senior
Stock shall be distributed among the holders of the Series B Preferred Stock and
the Parity Stock ratably in proportion to the  respective  amounts of the assets
to which they would otherwise be entitled.

                                   (3)  Neither the  consolidation  or merger of
the Corporation with or into any other Person nor the sale or other distribution
to another Person of all or substantially  all the assets,  property or business
of the Corporation, shall be deemed to be a liquidation,  dissolution or winding
up of the Corporation for purposes of this Section (e)(v).

                              (vi) Conversion.

                                   (1) At the later of (i) the  amendment to the
Corporation's  certificate  of  incorporation  increasing  the  total  number of
authorized shares of Common Stock by 55,000,000 shares or (ii) the obtainment of
all governmental and regulatory approvals necessary for the conversion of shares
of Series B Preferred Stock into shares of Common Stock,  each outstanding share
of Series B Preferred Stock shall immediately and automatically, with no further
action  required  to be taken  by the  Corporation  or the  holder  thereof,  be
converted  into,  subject to the terms and  provisions of this Section  (e)(vi),
fully  paid and  non-assessable  shares  of Common  Stock,  subject  to  Section
(e)(vi)(7).  Each share of Series B Preferred Stock is convertible into a number
of shares of Common Stock  ("Number  Issuable")  which is initially  100 shares,
subject  to  adjustment  as  set  forth  in  Section   (e)(vi)(4).   Immediately
thereafter,  each holder of Series B  Preferred  Stock shall be deemed to be the
holder of record of the Common Stock  issuable upon  conversion of such holder's
Series  B  Preferred  Stock  notwithstanding  that  the  share  register  of the
Corporation shall then be closed or that  certificates  representing such Common
Stock shall not then be actually delivered to such Person.  Upon notice from the
Corporation, each holder of Series B Preferred Stock so converted shall promptly
surrender to the Corporation,  at any place where the Corporation shall maintain
a transfer agent for its Series B Preferred Stock and Common Stock, certificates
representing  the shares so converted,  duly endorsed in blank or accompanied by
proper instruments of transfer.

                                   (2) As  promptly  as  practicable  after  the
surrender,  as herein  provided,  of any shares of Series B Preferred  Stock for
conversion pursuant to Section  (e)(vi)(1),  the Corporation shall deliver to or
upon the written order of the holder of such shares so surrendered a certificate
or certificates  representing the number of fully paid and non-assessable shares
of Common  Stock into which such  shares of Series B  Preferred  Stock may be or
have been converted in accordance with the provisions of this Section (e)(vi).

                                   (3) To the  extent  permitted  by  law,  when
shares of Series B Preferred Stock are converted,  all dividends which have been
declared  and are unpaid and  dividends  which are accrued and are unpaid on the
Series  B  Preferred  Stock so  converted  to the  date of  conversion  shall be
immediately due and payable and must accompany the shares of Common Stock issued
upon such conversion.

                                   (4) The Number  Issuable  shall be subject to
adjustment from time to time as follows:

                                        (A) In case the Corporation shall at any
time or from time to time after the Issue Date:

                                             (I)  pay  a  dividend   or  make  a
distribution on the  outstanding  shares of Common Stock in capital stock of the
Corporation;

                                             (II)   subdivide  the   outstanding
shares of Common Stock into a larger number of shares;

                                             (III)   combine   the   outstanding
shares of Common Stock into a smaller number of shares; or

                                             (IV)   issue  any   shares  of  its
capital stock in a reclassification of the Common Stock;

then, and in each such case, the Number Issuable in effect  immediately prior to
such event shall be adjusted (and any other  appropriate  actions shall be taken
by the  Corporation) so that the holder of any share of Series B Preferred Stock
thereafter converted shall be entitled to receive the number of shares of Common
Stock or other  securities  of the Company which such holder would have owned or
had been  entitled to receive  upon or by reason of any of the events  described
above,  had such share of Series B Preferred  Stock been  converted  immediately
prior to the happening of such event. An adjustment made pursuant to this clause
(A) shall become effective retroactively (x) in the case of any such dividend or
distribution,  to a date  immediately  following  the close of  business  on the
record date for the  determination of holders of shares of Common Stock entitled
to  receive  such  dividend  or  distribution,  or (y) in the  case of any  such
subdivision,  combination or  reclassification,  to the close of business on the
date upon which such corporate action becomes effective.

                                   (B) If the  Corporation,  at any time or from
time to time,  shall take any action  affecting  its Common Stock  similar to or
having an effect  similar  to any of the  actions  described  in any of  Section
(e)(vi)(4)(A)  or Section  (e)(vi)(8) (but not including any action described in
any such  Section) and the Board of Directors of the  Corporation  in good faith
determines that it would be equitable in the  circumstances to adjust the Number
Issuable as a result of such  action,  then,  and in each such case,  the Number
Issuable  shall be  adjusted  in such  manner  and at such  time as the Board of
Directors of the Corporation in good faith  determines would be equitable in the
circumstances (such  determination to be evidenced in a resolution,  a certified
copy of which shall be mailed to the holders of the Series B Preferred Stock).

                                   (C)  Notwithstanding  anything  herein to the
contrary, no adjustment under this Section (e)(vi)(4) need be made to the Number
Issuable  unless  such  adjustment  would  require an increase or decrease of at
least 1% of the Number Issuable then in effect.  Any lesser  adjustment shall be
carried  forward  and  shall be made at the time of and  together  with the next
subsequent  adjustment,  which,  together with any  adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% of such
Number  Issuable.  Any adjustment to the Number Issuable carried forward and not
theretofore made shall be made immediately prior to the conversion of any shares
of Series B Preferred Stock pursuant hereto.

                    (5) If the Corporation shall take a record of the holders of
its Common  Stock for the  purpose of  entitling  them to receive a dividend  or
other  distribution,  and  shall  thereafter  and  before  the  distribution  to
stockholders thereof legally abandon its plan to pay or deliver such dividend or
distribution,  then  thereafter  no  adjustment  in the Number  Issuable then in
effect shall be required by reason of the taking of such record.

                    (6) Upon any  increase or  decrease in the Number  Issuable,
then,  and in each such case,  the  Corporation  promptly  shall deliver to each
registered  holder of Series B Preferred Stock at least 5 Business Days prior to
effecting  any  of the  foregoing  transactions  a  certificate,  signed  by the
President or a Vice-President and by the Treasurer or an Assistant  Treasurer or
the  Secretary or an Assistant  Secretary of the  Corporation,  setting forth in
reasonable  detail the event  requiring the  adjustment  and the method by which
such adjustment was calculated and specifying the increased or decreased  Number
Issuable then in effect following such adjustment.

                    (7) No fractional  shares or scrip  representing  fractional
shares shall be issued upon the  conversion  of any shares of Series B Preferred
Stock.  If more than one share of Series B Preferred  Stock shall be surrendered
for  conversion  at one time by the same  holder,  the number of full  shares of
Common Stock issuable upon conversion  thereof shall be computed on the basis of
the  aggregate  Stated  Value  of the  shares  of  Series B  Preferred  Stock so
surrendered.  If the  conversion  of any share or  shares of Series B  Preferred
Stock results in a fraction,  an amount equal to such fraction multiplied by the
Current  Market Price of the Common Stock on the Business Day  preceding the day
of conversion shall be paid to such holder in cash by the Corporation.

                    (8)   In   case   of   any   capital    reorganization    or
reclassification  or other change of  outstanding  shares of Common Stock (other
than a change in par value,  or from par value to no par  value,  or from no par
value  to  par  value),  or in  case  of  any  consolidation  or  merger  of the
Corporation with or into another Person (other than a consolidation or merger in
which the  Corporation  is the resulting or surviving  Person and which does not
result in any  reclassification  or change of outstanding Common Stock), (any of
the  foregoing,  a  "Transaction"),   the  Corporation,  or  such  successor  or
purchasing  Person, as the case may be, shall execute and deliver to each holder
of Series B Preferred  Stock at least 10 Business Days prior to effecting any of
the foregoing Transactions a certificate that the holder of each share of Series
B Preferred Stock then  outstanding  shall have the right  thereafter to convert
such  share of Series B  Preferred  Stock  into the kind and amount of shares of
stock or other  securities (of the Corporation or another issuer) or property or
cash  receivable  upon such  Transaction  by a holder of the number of shares of
Common  Stock into which such share of Series B Preferred  Stock could have been
converted immediately prior to such Transaction.  Such certificate shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments  provided for in this Section  (e)(vi).  If, in the case of any such
Transaction,  the stock, other securities, cash or property receivable thereupon
by a holder of Common Stock  includes  shares of stock or other  securities of a
Person  other  than the  successor  or  purchasing  Person  and  other  than the
Corporation,  which  controls or is  controlled  by the  successor or purchasing
Person or which, in connection with such Transaction,  issues stock, securities,
other property or cash to holders of Common Stock,  then such  certificate  also
shall be executed by such Person,  and such Person shall,  in such  certificate,
specifically  acknowledge the obligations of such successor or purchasing Person
and acknowledge its obligations to issue such stock, securities,  other property
or cash to the holders of Series B Preferred Stock upon conversion of the shares
of Series B Preferred  Stock as provided  above.  The provisions of this Section
(e)(vi)(8) and any equivalent  thereof in any such  certificate  similarly shall
apply to successive Transactions.

                    (9) In case at any time or from time to time:

                         (A) the  Corporation  shall  declare a dividend (or any
other distribution) on its Common Stock;

                         (B) the Corporation shall authorize the granting to the
holders of its Common Stock of rights or warrants to  subscribe  for or purchase
any shares of stock of any class or of any other rights or warrants;

                         (C) there shall be any  reclassification  of the Common
Stock,  or any  consolidation  or merger to which the Corporation is a party and
for which approval of any  shareholders of the  Corporation is required,  or any
sale or other  disposition  of all or  substantially  all of the  assets  of the
Corporation; or

                         (D)  there  shall  be  any  voluntary  or   involuntary
dissolution, liquidation or winding up of the Corporation;

then the  Corporation  shall mail to each holder of shares of Series B Preferred
Stock at such  holder's  address  as it  appears  on the  transfer  books of the
Corporation,  as promptly as possible but in any event at least 10 days prior to
the  applicable  date  hereinafter  specified,  a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend,  distribution or
rights or warrants or, if a record is not to be taken,  the date as of which the
holders of Common Stock of record to be entitled to such dividend,  distribution
or rights are to be determined,  or (y) the date on which such reclassification,
consolidation,  merger, sale, conveyance, dissolution, liquidation or winding up
is expected to become  effective.  Such notice also shall specify the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their Common Stock for shares of stock or other  securities or property
or cash deliverable upon such  reclassification,  consolidation,  merger,  sale,
conveyance, dissolution, liquidation or winding up.

                    (10) After 150 days of the Issue Date, the Corporation shall
at all times reserve and keep  available for issuance upon the conversion of the
Series B  Preferred  Stock  pursuant to Section  (e)(vi)(1),  such number of its
authorized  but  unissued  shares of  Common  Stock as will from time to time be
sufficient  to  permit  the  conversion  of all  outstanding  shares of Series B
Preferred  Stock,  and shall take all action required to increase the authorized
number  of shares of Common  Stock if at any time  there  shall be  insufficient
authorized but unissued shares of Common Stock to permit such  reservation or to
permit the conversion of all outstanding shares of Series B Preferred Stock.

                    (11) The  issuance or delivery  of  certificates  for Common
Stock upon the  conversion  of shares of Series B  Preferred  Stock  pursuant to
Section  (e)(vi)(1)  shall be made without  charge to the  converting  holder of
shares  of Series B  Preferred  Stock  for such  certificates  or for any tax in
respect of the  issuance  or  delivery of such  certificates  or the  securities
represented  thereby,  and such certificates shall be issued or delivered in the
respective names of, or (subject to compliance with the applicable provisions of
federal  and state  securities  laws) in such names as may be  directed  by, the
holders of the shares of Series B Preferred Stock converted;  provided, however,
that the  Corporation  shall not be required to pay any tax which may be payable
in respect of any  transfer  involved in the  issuance  and delivery of any such
certificate  in a name  other  than that of the holder of the shares of Series B
Preferred Stock converted, and the Corporation shall not be required to issue or
deliver such  certificate  unless or until the Person or Persons  requesting the
issuance or delivery  thereof shall have paid to the  Corporation  the amount of
such  tax or  shall  have  established  to the  reasonable  satisfaction  of the
Corporation that such tax has been paid.

               (vii) Certain Remedies.

                    Any registered  holder of Series B Preferred  Stock shall be
entitled to an injunction or injunctions  to prevent  breaches of the provisions
of this  Certificate of Designation  and to enforce  specifically  the terms and
provisions of this  Certificate of Designation in any court of the United States
or any state thereof  having  jurisdiction,  this being in addition to any other
remedy to which such holder may be entitled at law or in equity.

               (viii) Definitions.

                    For the  purposes of this  Article  IV,  Section  3(e),  the
following terms shall have the meanings indicated:

                    "Affiliate"  shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

                    "Business  Day" shall  mean any day other  than a  Saturday,
Sunday or other day on which  commercial banks in The City of New York, New York
are authorized or required by law or executive order to close.

                    "Common  Stock" shall mean the common stock,  par value $.01
per share,  and each other class of capital stock, of the Corporation  that does
not have a preference  over any other class of capital stock of the  Corporation
as  to  dividends  or  upon  liquidation,  dissolution  or  winding  up  of  the
Corporation and, in each case, shall include any other class of capital stock of
the Corporation into which such stock is reclassified or reconstituted.

                    "Current  Market  Price" per share shall  mean,  on any date
specified  herein for the  determination  thereof,  (a) the average daily Market
Price of the Common Stock for those days during the period of 40 days, ending on
such date,  which are  Trading  Days,  and (b) if the  Common  Stock is not then
listed or admitted to trading on any national  securities  exchange or quoted in
the over-the-counter market, the Market Price on such date.

                    "Exchange  Act" shall mean the  Securities  Exchange  Act of
1934, as amended,  and the rules and  regulations of the Securities and Exchange
Commission thereunder.

                    "Fair  Market  Value"  shall mean the amount which a willing
buyer,  under  no  compulsion  to buy,  would  pay a  willing  seller,  under no
compulsion  to sell,  in an  arm's-length  transaction  (assuming in the case of
Common Stock (i) that the Common Stock is valued "as if fully  distributed"  and
(ii) no consideration is given for minority investment  discounts,  or discounts
related to illiquidity or restrictions on transferability).

                    "Issue  Date"  shall mean the  original  date of issuance of
shares of Series B Preferred Stock to The 1818 Fund II, L.P., a Delaware limited
partnership.

                    "Junior   Stock"  shall  mean  any  capital   stock  of  the
Corporation  ranking  junior  (either  as  to  dividends  or  upon  liquidation,
dissolution or winding up) to the Series B Preferred  Stock  including,  without
limitation, the Common Stock.

                    "Market  Price" shall mean, per share of Common Stock on any
date  specified  herein:  (a) the closing price per share of the Common Stock on
such date  published in The Wall Street  Journal or, if no such closing price on
such date is  published in The Wall Street  Journal,  the average of the closing
bid and asked  prices on such date,  as  officially  reported  on the  principal
national  securities  exchange  on which  the  Common  Stock is then  listed  or
admitted to trading;  (b) if the Common  Stock is not then listed or admitted to
trading on any  national  securities  exchange but is  designated  as a national
market system security, the last trading price of the Common Stock on such date;
(c) if there  shall have been no trading on such date or if the Common  Stock is
not so designated,  the average of the reported  closing bid and asked prices of
the Common Stock on such date as shown by NASDAQ and reported by any member firm
of the NYSE,  selected  by the  Corporation;  or (d) if the Common  Stock is not
traded on NASDAQ,  then the average of the reported closing bid and asked prices
of the  Common  Stock on such  date as shown  by the OTC  Bulletin  Board of the
National Association of Securities Dealers, Inc. If neither (a), (b), (c) or (d)
is  applicable,  Market  Price  shall  mean  the Fair  Market  Value  per  share
determined  in good faith by the Board of  Directors  of the  Corporation  which
shall be deemed to be Fair Market  Value  unless  holders of at least 51% of the
outstanding  shares of Series B Preferred  Stock  request  that the  Corporation
obtain an opinion of a nationally  recognized  investment banking firm chosen by
such holders (at the  Corporation's  expense),  in which event Fair Market Value
shall be as determined by such investment banking firm.

                    "NASDAQ" shall mean the National Market System of the NASDAQ
Stock Market.

                    "NYSE" shall mean the New York Stock Exchange, Inc.


<PAGE>


                    "Parity   Stock"  shall  mean  any  capital   stock  of  the
Corporation, including the Series A Preferred Stock, ranking on a par (either as
to dividends or upon  liquidation,  dissolution or winding up) with the Series B
Preferred Stock including, without limitation, the Series A Preferred Stock.

                    "Person"  shall  mean  any  individual,  firm,  corporation,
partnership,  trust, incorporated or unincorporated association,  joint venture,
joint stock company,  government (or an agency or political subdivision thereof)
or other entity of any kind, and shall include any successor (by merger) of such
entity.

                    "Senior   Stock"  shall  mean  any  capital   stock  of  the
Corporation  ranking  senior  (either  as  to  dividends  or  upon  liquidation,
dissolution or winding up) to the Series B Preferred Stock.

                    "Series  A  Preferred  Stock"  shall  mean  shares of Senior
Convertible  Preferred  Stock,  Series A, par  value  $0.01  per  share,  of the
Company.

                    "Stated  Value"  shall  mean  $50.00  per  share of Series B
Preferred Stock

                    "Subsidiary"  shall  mean,  with  respect to any  Person,  a
corporation  or other  entity  of which 50% or more of the  voting  power of the
voting equity securities or equity interest is owned, directly or indirectly, by
such Person.

                    "Trading  Days"  shall  mean a day  on  which  the  national
securities exchanges are open for trading.

               (ix) Modification or Amendment.

                    Except as specifically  set forth herein,  modifications  or
amendments to this  Certificate  of Designation  may be made by the  Corporation
with the  consent of the  holders of at least 51% of the  outstanding  shares of
Series B Preferred Stock.

          FOURTH:  The Board of  Directors  duly  authorized  and  approved  the
foregoing amendments under the authority vested in said Board of Directors under
the provisions of the Corporation's  Certificate of Incorporation and of Section
502 of the BCL.

          IN WITNESS WHEREOF, I have signed my name hereunto and affirm that the
statements  made herein are true under the  penalties of perjury on this 4th day
of June, 1999.


                             /s/ Craig S. Dupont
                           ------------------------------------------------
                           Name: Craig S. Dupont
                           Title:  Acting President and Chief Executive Officer