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                                                                     EXHIBIT 4.1

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                        RIGHTS OF SERIES A 8% CONVERTIBLE
                                 PREFERRED STOCK

                                       of

                                LENDINGTREE, INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

         I, the undersigned, Douglas R. Lebda, Chief Executive Officer and
President of LendingTree, Inc., a Delaware corporation (the "Corporation"), in
accordance with the provisions of Sections 103 and 151 of the General
Corporation Law of the State of Delaware thereof, do hereby make this
Certificate of Designations and DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Amended and Restated Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), said Board of Directors on March 5, 2001,
adopted the following resolution providing for certain designations, preferences
and rights of 6,885,715 shares of Series A 8% Convertible Preferred Stock, par
value $0.01 per share:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, a series of Preferred Stock, par value $0.01 per
share, of the Corporation be and it hereby is created, and that the designation
and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

                           1. Designation and Amount. The shares of such series
                  shall be designated as "Series A 8% Convertible Preferred
                  Stock" (the "Series A Preferred Stock") and the authorized
                  number of shares constituting such series shall be 6,885,715.
                  The initial stated value is $3.50 per share of Series A
                  Preferred Stock (the "Initial Stated Value").

                           2. Priority. The Series A Preferred Stock shall, with
                  respect to dividend rights and rights upon any Liquidation
                  Event (as defined below), whether now or hereafter issued,
                  rank senior to any class of common stock, par value $0.01 per
                  share, of the Corporation (the "Common Stock") and senior to
                  any other class or series of capital stock or preferred stock
                  already established or established hereafter by the Board of
                  Directors (collectively, "Junior Securities"), the terms of
                  which shall specifically provide that such series shall rank
                  junior to the Series A Preferred Stock with respect to
                  dividend rights and rights upon liquidation, winding up or
                  dissolution.

                           3. Dividends and Distributions.

                  a The holders of the Series A Preferred Stock shall be
         entitled to receive dividends on the Series A Preferred Stock equal to
         eight percent (8.00%) per annum (or such rate as is then applicable
         pursuant to Section 5(b) or Section 6(a)) of the Stated Value Per Share
         (as defined below) payable at the Corporation's option (i) in cash out
         of funds legally available therefore on each Quarterly Dividend Payment
         Date (as defined below) or (ii) by an upward adjustment (each an
         "Adjustment," collectively, the "Adjustments") to the Stated Value Per
         Share on each then applicable Quarterly Dividend Payment Date. The
         Initial Stated Value per share as cumulatively adjusted from time to
         time by accumulated dividends or otherwise contemplated herein, shall
         be referred to as the "Stated Value Per Share." The Corporation shall
         provide written notice on the Quarterly Dividend Record Date (as
         defined below) if, and only if, the Corporation elects to pay the
         dividend in cash on any given Quarterly Dividend Payment Date;
         provided, however, if the Corporation elects to pay the dividend in
         cash and such payment has not been credited to the account of the
         record holder by wire transfer (pursuant to prior written instructions
         furnished to the Corporation) within five (5) business days after the
         applicable Quarterly Dividend Payment Date or the Corporation fails to
         give notice on or before the Quarterly

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         Dividend Record Date of its election to pay the dividend in cash, the
         Corporation shall be deemed to have elected to pay the dividend as an
         adjustment to the Stated Value Per Share in accordance with subclause
         (ii) above, and shall take all appropriate action to pay such dividend
         in accordance with subclause (ii).

                  b Dividends on the Series A Preferred Stock shall be
         cumulative and shall accrue daily, whether or not funds are legally
         available therefor and whether or not declared by the Board of
         Directors, from the first date on which any shares of Series A
         Preferred Stock are issued (the "Issue Date"). Dividends on the Series
         A Preferred Stock shall be payable on March 31, June 30, September 30
         and December 31 of each year (each such date being referred to herein
         as a "Quarterly Dividend Payment Date"), commencing on June 30, 2001
         (the "Initial Quarterly Dividend Payment") (and in the case of any
         accrued but unpaid dividends, except as otherwise provided herein, at
         such additional times and for such interim periods as may be determined
         by the Board of Directors) to the holders of record as they appear on
         the stock books of the transfer agent for the Corporation (the
         "Transfer Agent") on such record dates, which shall be ten (10)
         business days preceding each Quarterly Dividend Payment Date (each such
         date being referred to herein as a "Quarterly Dividend Record Date").
         The amount of dividends payable per share of Series A Preferred Stock
         for each quarterly dividend period shall be computed by multiplying the
         then applicable Stated Value Per Share by the annual dividend amount of
         eight percent (8.00%) (or such rate as is then applicable pursuant to
         Section 5(b) or Section 6(a)) per share of Series A Preferred Stock,
         divided by four. The amount of dividends payable for the initial
         dividend period and dividends payable for any other period that is
         shorter or longer than a full quarterly dividend period shall be
         com-putted on the basis of a 360-day year consisting of twelve 30-day
         months. Holders of shares of Series A Preferred Stock shall not be
         entitled to receive any dividends, whether payable in cash or
         otherwise, which are in excess of the cumulative dividends provided for
         herein. Accrued but unpaid dividends shall not bear interest.

                  c Except as otherwise set forth in this Section (c), so long
         as any shares of the Series A Preferred Stock are outstanding, no
         dividends (other than those paid in Junior Securities) shall be paid or
         declared and set apart for payment and no other distribution shall be
         made upon the Junior Securities, nor shall any Junior Securities be
         redeemed, purchased or otherwise acquired for any consideration (or any
         monies be paid to or made available for a sinking fund for the
         redemption of any shares of any such Junior Securities) by the
         Corporation (except by conversion into or exchange for Junior
         Securities) unless, in each case, such action was approved in advance
         pursuant to clause (iv) of Section 9 and all accumulated and unpaid
         dividends (whether or not declared) on all outstanding shares of the
         Series A Pre-furred Stock shall have been paid, including for the
         entire period in which such dividend or distribution occurs, and a
         sufficient number of shares of Common Stock shall have been set apart
         for the conversion of the Series A Preferred Stock, including as a
         result of any anti-dilution adjustment resulting from any such dividend
         or distribution.

                  d For purposes of the Series A Preferred Stock, the amount of
         dividends which "accrue" on any share of Series A Preferred Stock as of
         any date shall be calculated as the amount of any unpaid dividends
         accrued thereon to and including the immediately preceding Quarterly
         Dividend Payment Date, plus an amount calculated on the basis of the
         annual dividend rate fixed for the shares of Series A Preferred Stock
         for the period after such immediately preceding Quarterly Dividend
         Payment Date to and including the date as of which the calculation is
         made.

                           4. Liquidation Preference.

                  a In the event of any liquidation, dissolution or winding up
         of the Corporation, either voluntary or involuntary (any such event,
         including the events described in subsection 4(c) below, a "Liquidation
         Event"), the holders of Series A Preferred Stock shall be entitled to
         receive for each outstanding share of Series A Preferred Stock, prior
         and in preference to any distribution of any of the assets of the
         Corporation to the holders of Junior Securities by reason of their
         ownership thereof, an amount per share equal to the Liquidation
         Preference (as defined in Section 4(d)). If upon the occurrence of any
         Liquidation Event, the assets and funds distributed among the holders
         of the Series A Preferred Stock shall be insufficient to permit the
         payment to such holders of the full Liquidation Preference, then the
         entire assets and funds of the Corporation legally available for
         distribution shall be distributed ratably among the holders of the
         Series A Preferred Stock in proportion to the preferential amount each
         such holder is otherwise entitled to receive and no liquidation
         payments shall be made to the holders of Junior Securities.

                  b After all of the distributions described in subsection (a)
         above have been paid, the remaining assets of the Corporation available
         for distribution to stockholders shall be distributed among the holders
         of Common Stock pro rata based on the number of shares of Common Stock
         held by each.

                  c At the option of each holder of shares of Series A Preferred
         Stock then outstanding, (i) the sale, conveyance or disposition in one
         or a series of transactions of all or substantially all of the assets
         of the Corporation or any of its significant subsidiaries (as
         determined by under Rule 1-02(w) of Regulation S-X under the Securities
         Act of 1933 (the "Securities Act") and the Securities Exchange Act of
         1934 (the "Exchange Act"), as each may

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         be amended or any successor act thereto), or any transaction that is
         subject to Rule 13e-3 of the Exchange Act, (ii) the consummation of a
         transaction by which any Person or Group (as each is defined below),
         other than a Permitted Holder (as defined below), is or becomes the
         beneficial owner, directly or indirectly, of 50% or more of the
         securities issued by the Corporation having the power to vote (measured
         by voting power rather than number of shares) in the election of
         directors (the "Voting Stock") of the Corporation, (iii) during any
         period of two consecutive years, the Continuing Directors (as defined
         below) cease for any reason to constitute a majority of the Board of
         Directors of the Corporation, or (iv) the consolidation, merger or
         other business combination of the Corporation with or into any other
         Person or Persons (other than (a) a consolidation, merger or other
         business combination in which holders of the Corporation's Voting Stock
         immediately prior to the transaction continue after the transaction to
         hold, directly or indirectly, the same relative percentage of the
         Voting Stock as before any such transaction and the Voting Stock of the
         surviving entity or entities necessary to elect a majority of the
         members of the board of directors (or their equivalent if other than a
         corporation) of such entity or entities, including pursuant to a
         holding company merger effected under Section 251(g) of the Delaware
         General Corporation Law or any successor provision, or (b) pursuant to
         a migratory merger effected solely for the purpose of changing the
         jurisdiction of incorporation of the Corporation), any of such events
         referred to in (i) through (iv) above, a "Change of Control Event", the
         shares of Series A Preferred Stock held by such holder shall be either:
         (x) treated as a Liquidation Event pursuant to which the Corporation
         shall be required to distribute upon consummation of and as a condition
         to such transaction an amount equal to the greater of (1) the
         Liquidation Preference or (2) the consideration which would have been
         payable if such shares of Series A Preferred Stock were converted into
         shares of Common Stock immediately prior to the consummation of such
         transaction (whether or not such shares of Series A Preferred Stock
         were or are convertible as of such date), (y) treated pursuant to
         Section 6(c)(v) hereof, or (z) sold pursuant to Section 5(b) hereof.
         "Person" shall mean any individual, corporation, limited liability
         company, partnership, joint venture, association, trust or other entity
         or organization. "Group" shall be a group of Persons with the meaning
         thereof under Section 13(d)(3) of the Exchange Act and the rules and
         regulations promulgated thereunder. "Continuing Directors" shall mean
         individuals who at the beginning of the period of determination
         constituted the Board of Directors, together with any new directors
         whose election by the Board of Directors or whose nomination for
         election by the stockholders of the Corporation was approved by a vote
         of a majority of the Board of Directors then still in office who were
         either directors at the beginning of such period. "Permitted Holder"
         shall mean any of Capital Z Financial Services Fund II, L.P., Capital Z
         Financial Services Private Fund II, L.P., Capital Z Management LLC,
         Specialty Finance Partners, and any of their partners, affiliates or
         successors. Any amount payable pursuant to this section 4(c) shall be
         payable in cash, securities or other assets in the same proportion as
         such cash, securities or other assets constitute consideration payable
         to the holders of the Common Stock in such transaction.

                  d For purposes hereof, the "Liquidation Preference" with
         respect to a share of Series A Preferred Stock shall mean, from time to
         time, an amount equal to the product of (a) 1.05, multiplied by (b) the
         then applicable "Current Value Per Share", which shall equal the sum of
         (i) the then applicable Stated Value Per Share, plus (ii) accrued but
         unpaid dividends, whether or not declared by the Corporation's Board of
         Directors, with respect to which no Adjust-mint has been made.

                           5. Redemption. The Series A Preferred Stock shall be
                  redeemable as follows:

                  a Optional Redemption.

                           i Timing and Amount. The shares of Series A Preferred
                  Stock will be redeemable for cash commencing on and after
                  March 31, 2004, at the option of the Corporation, subject to
                  the notice provisions described below, in whole or in part, at
                  any time or from time to time out of funds legally available
                  therefore, at a price per share of Series A Preferred Stock on
                  the day of redemption equal to the product of (a) the
                  Applicable Percentage (as defined below), multiplied by (b)
                  the then Current Value Per Share (the "Redemption Price"). The
                  "Applicable Percentage" shall initially be 120% and shall
                  decline to 105% on a quarterly basis over the two year period
                  ending March 31, 2006, as follows:

                           Period                          Applicable Percentage
                           ------                          ---------------------
         March 20, 2004 through June 30, 2004                       118.333%
         July 1, 2004 through September 30, 2004                    116.666%
         October 1, 2004 through December 31, 2004                  115.000%
         January 1, 2005 through March 31, 2005                     113.333%
         April 1, 2005 through June 30, 2005                        111.666%
         July 1, 2005 through September 30, 2005                    110.000%
         October 1, 2005 through December 31, 2005                  108.333%
         January 1, 2006 through March 20, 2006                     106.666%
         On and after March 21, 2006                                105.000%

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                           ii Partial Redemption. If fewer than all the
                  outstanding shares of Series A Preferred Stock are to be
                  redeemed pursuant to the first paragraph of this Section 5,
                  the shares to be redeemed shall be redeemed pro rata from the
                  holders of Series A Preferred Stock in proportion to the
                  number of shares of Series A Preferred Stock held by such
                  holders (with fractional shares being rounded to the nearest
                  whole share; it being understood that one-half or greater of a
                  share being rounded upward). If fewer than all the shares of
                  Series A Preferred Stock represented by any certificates are
                  redeemed, a new certificate shall be issued representing the
                  unredeemed shares without any cost to the holder thereof.

                           iii Notice of Redemption. In the event the
                  Corps-ration shall exercise its option to redeem shares of
                  Series A Preferred Stock pursuant to this Section 5(a) or
                  shall be obligated to redeem shares of Series A Preferred
                  Stock pursuant to Section 5(d), notice of such redemption
                  shall be given by courier or first class mail, postage
                  prepaid, at least 30 but no more than 60 days prior to the
                  redemption date, to each holder's address as the same appears
                  on the stock records of the Corporation. Each such notice
                  shall state: (1) the redemption date, (2) the number of shares
                  of Series A Preferred Stock to be redeemed and, if less than
                  all the shares held by such holder are to be redeemed, the
                  number of such shares to be redeemed from such holder, (3) the
                  Redemption Price, (4) the place or places where certify Cates
                  for such shares are to be surrendered for payment of the
                  Redemption Price, (5) that dividends on the shares to be
                  redeemed shall cease to accrue on such redemption date and (6)
                  that the Series A Preferred Stock will remain convertible into
                  shares of Common Stock at any time and from time to time prior
                  to the redemption date and the then applicable number of
                  shares of Common Stock into which the Series A Preferred Stock
                  are convertible. Notice having been mailed as aforesaid, on
                  and after the redemption date, provided that the Redemption
                  Price has been duly paid, (I) dividends shall cease to accrue
                  on the Series A Preferred Stock so called for redemption, (ii)
                  such shares of Series A Preferred Stock so called for
                  redemption shall no longer be deemed to be outstanding, and
                  (iii) all rights of the holders of such shares of Series A
                  Preferred Stock so called for redemption shall cease except
                  the right to receive the Redemption Price, upon surrender of
                  the certificates evidencing such shares.

                  b Redemption Upon a Change of Control Event.

                           i Timing and Amount. In the event there occurs a
                  Change of Control Event in which all or a portion of the
                  consideration payable to the holders of the Corporation's
                  Common Stock is other than cash and any holder of shares of
                  outstanding Series A Preferred Stock has not already elected
                  to treat its shares of Series A Preferred Stock otherwise
                  pursuant to Section 4(c), the Corporation or its successor (or
                  its ultimate parent, in either case, the "Successor") shall
                  offer to purchase from each holder all of the Series A
                  Preferred Stock held by such holder for an amount in cash
                  equal to the then current Liquidation Preference of the shares
                  of Series A Preferred Stock held by the holder (the "Change of
                  Control Redemption Price"), by delivery of a notice of such
                  offer (a "Change of Control Redemption Offer") within five
                  business days following the Change of Control Event. Upon a
                  Change of Control Event, each holder of Series A Preferred
                  Stock shall have the right (but not the obligation) to require
                  the Corporation or its Successor to purchase any or all of the
                  Series A Preferred Stock held by such holder for an amount in
                  cash equal to the Change of Control Redemption Price; it being
                  understood that, as a condition to the consummation of any
                  such Change of Control Event, the Corporation and any
                  Successor shall have agreed to satisfy the obligations to the
                  holders of Series A Preferred Stock under this Section 5(b).
                  Each holder of Series A Preferred Stock shall also be
                  permitted, until the fifth business day following a Change of
                  Control Event, to convey all, and not less than all, of the
                  shares of Series A Preferred Stock held by such holder to the
                  Corporation or its Successor. In the event that any holder
                  does not elect to convert or redeem such holder's shares of
                  Series A Preferred Stock pursuant to the foregoing sentence,
                  such holder shall retain any rights it has hereunder with
                  respect to such Change of Control Event, including to convert
                  or redeem its shares of Series A Preferred Stock in connection
                  with any subsequent Change of Control Event.

                           ii Notice of Change of Control Event. Within five
                  business days following a Change of Control Event, the
                  Corporation or its Successor shall give notice by mail to each
                  holder of Series A Preferred Stock, at such holder's address
                  as it appears on the transfer books of the Corporation, of
                  such Change of Control Event, which notice shall set forth
                  each holder's right to require the Corporation to redeem all,
                  but not less than all, shares of Series A Preferred Stock held
                  by it, the redemption date (which date shall be no more than
                  30 business days following the date of such mailed notice),
                  and the procedures to be followed by such holder in exercising
                  its right to cause such redemption. In the event a record
                  holder of shares of Series A Preferred Stock shall elect to
                  require the Corporation or its Successor to redeem all such
                  shares of Series A Preferred Stock pursuant to Section
                  5(b)(i), such holder shall deliver within 20 business days of
                  the mailing to it of the Corporation's notice described in
                  this Section 5(b)(ii), a written notice to the Corporation or
                  its Successor so stating, specifying the number of shares to
                  be redeemed pursuant to Section 5(b)(i). The Corporation or
                  its Successor shall, in accordance

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                  with the terms hereof, redeem the number of shares so
                  specified on the date fixed for redemption. Failure of the
                  Corporation to give any notice required by this Section
                  5(b)(ii), or the formal insufficiency of any such notice,
                  shall not prejudice the rights of any holders of shares of
                  Series A Preferred Stock to cause the Corporation or its
                  Successor to redeem all such shares held by them.
                  Notwithstanding the foregoing, the Board of Directors of the
                  Corporation may modify any offer pursuant to this Section
                  5(b)(ii) to the extent necessary to comply with any applicable
                  provisions of the Exchange Act, and the rules and regulations
                  thereunder, including Section 14(e) and Rule 14e-1 thereof,
                  but no such provisions or modifications shall in any way
                  negate the obligation of the Corporation or its Successor to
                  purchase shares of Series A Preferred Stock under this Section
                  5(b).

         If the Corporation shall fail to comply with any of the provisions of
this Section 5 (other than the timely giving of a notice pursuant to Section
5(b)(ii)), then in any such event, the Dividend Rate shall be increased by an
amount equal to the Default Rate (as defined below) during the period in which
such failure shall be continuing.

                  c Mandatory Redemption. To the extent permitted by law, as a
         mandatory redemption for retirement of the shares of Series A Preferred
         Stock, the Corporation shall redeem, out of funds legally available
         therefore (as such shares remain outstanding) on the fifth anniversary
         of the Issue Date (the "Mandatory Redemption Date") for cash at a price
         per share of Series A Preferred Stock equal to the product of (a) 105%,
         multiplied by (b) the then Current Value Per Share, all remaining
         shares of Series A Preferred Stock then outstanding, provided, that
         shares of Series A Preferred Stock shall remain convertible into Common
         Stock up to and including the redemption date. If the Corporation shall
         fail to discharge its obligation to redeem all of the outstanding
         shares of Series A Preferred Stock required to be redeemed pursuant to
         this Section 5(c) (the "Mandatory Redemption Obligation"), the
         Mandatory Redemption Obligation shall be discharged as soon as the
         Corporation is able to discharge such Mandatory Redemption Obligation.
         If and so long as the Mandatory Redemption Obligation shall not be
         fully discharged, (i) dividends on the Series A Preferred Stock shall
         continue to accrue and be added to the Stated Value Per Share at the
         rate of fifteen percent (15.00%) per annum (the "Default Rate") of the
         then Current Value per Share until such Mandatory Redemption Obligation
         is fully discharged, and (ii) the Corporation shall not declare or pay
         any dividend or make any distribution on, nor may it redeem, repurchase
         or otherwise acquire or discharge any redemption, sinking fund or other
         similar obligation in respect of any of, its securities.

                  d Deposit. At any time after a notice of redemption shall have
         been mailed and, if applicable, as a condition to, and concurrently
         with, the consummation of the Change of Control Event to which such
         notice relates, the Corporation or its Successor shall deposit for the
         benefit of the holders of the Series A Preferred Stock called for
         redemption or that may be repurchased in connection with the redemption
         or repurchase event described in this Section 5 to which such notice
         relates, the funds necessary for such redemption or repurchase with a
         bank or trust company doing business in the Borough of Manhattan, the
         City of New York, and having a capital and surplus of at least
         $1,000,000,000. Any interest allowed on moneys so deposited shall be
         paid to the Corporation. Upon the deposit of such funds or, if no such
         deposit is made, upon the date fixed for redemption (unless the
         Corporation shall default in making payment of the appropriate
         redemption amount), whether or not certificates for shares so called
         for redemption have been surrendered for cancellation, the shares of
         Series A Preferred Stock to be redeemed shall be deemed to be no longer
         outstanding and the holders thereof shall cease to be stockholders with
         respect to such shares and shall have no rights with respect thereto,
         except for the rights to receive the amount payable upon redemption,
         but without interest, and, up to the close of business on the date
         immediately preceding the date fixed for such redemption, the right to
         convert such shares pursuant to Section 6 hereof. Such deposit in trust
         shall be irrevocable except that any funds deposited by the Corporation
         which shall not be required for the redemption for which they were
         deposited because of the exercise of conversion rights shall be
         returned to the Corporation forthwith, and any funds deposited by the
         Corporation which are unclaimed at the end of one year from the date
         fixed for such redemption shall be paid over to the Corporation upon
         its request, and upon such repayment the holders of the shares of
         Series A Preferred Stock so called for redemption shall look only to
         the Corporation or its Successor for payment of the appropriate amount.
         Any such unclaimed amounts paid over to the Corporation shall, for a
         period of six years from the date fixed for such redemption, be set
         apart and held by the corporation in trust for the benefit of the
         holders of such shares of Series A Preferred Stock, but no such holder
         shall be entitled to interest thereon. At the expiration of such
         six-year period, all right, title, interest and claim of such holders
         in or to such unclaimed amounts shall be extinguished, terminated and
         discharged, and such unclaimed amounts shall become part of the general
         funds of the Corporation free of any claim of such holders.

                           6. Conversion. The Series A Preferred Stock shall be
                  convertible into Common Stock as follows:

                  a Optional Conversion. Each share of Series A Preferred Stock
         shall be convertible commencing on and after the "Initial Conversion
         Date" which shall be the date on which the Corporation's stockholders
         have approved the conversion provisions of this Section 6(a) and the
         issuance of Common Stock hereunder. If the Initial Conversion Date has
         not occurred by June 23, 2001, dividends on the Series A Preferred
         Stock shall continue to accrue

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         and be added to the Stated Value Per Share at the rate of twelve
         percent (12.00%) per annum of the then Current Value Per Share until
         such Initial Conversion Date. Within three (3) business days of the
         Initial Conversion Date, the Corporation shall provide written notice
         to the holders of record of the Series A Preferred Stock that such
         Initial Conversion Date has occurred. After the Initial Conversion
         Date, each share of Series A Preferred Stock is convertible at the
         option of the holder thereof, at any time and from time to time, into
         the number of fully paid and non-assessable shares of Common Stock of
         the Corporation as is determined by dividing (a) the Current Value Per
         Share by (b) the Conversion Price (as hereinafter defined) in effect at
         the time of conversion (such conversion, an "Optional Conversion").

                  b Conversion Price. The conversion price (the "Conversion
         Price") shall initially be $3.50, subject to adjustment from time to
         time in accordance with Section 6(c).

                  c Adjustments to the Conversion Price. The Conversion Price
         shall be subject to adjustment from time to time as follows:

                           i Adjustment Upon Dilutive Financing. If (a) the
                  Corporation shall, at any time, issue any (x) shares of Common
                  Stock, or (y) options or warrants to purchase or rights to
                  subscribe for Common Stock, securities by their terms
                  convertible into or exercisable or exchangeable for Common
                  Stock, or options to purchase or rights to subscribe for such
                  convertible, exercisable or exchangeable securities (any of
                  the foregoing referred to in this clause (y), "Common Stock
                  Equivalents") (other than, in each case, Excluded Securities
                  (as defined below) or an issuance for which the adjustment
                  provided for in subsections 6(c)(iii), (iv), or (v) applies),
                  and (b) the Corporation has not reported in its financial
                  statements in any quarterly or annual report on Form 10-Q or
                  Form 10-K filed pursuant to its reporting obligations under
                  the Exchange Act positive Cash Flow (as defined in Section
                  6(e) below) for any two consecutive fiscal quarters (assuming
                  a calendar year fiscal year) prior to such issuance, then a
                  "Potentially Dilutive Financing" shall have occurred and the
                  Conversion Price may be adjusted pursuant to this Section
                  6(c)(i) as follows:

                           1 If the aggregate consideration received or deemed
                  received by the Corporation (as calculated in accordance with
                  Section (6)(c)(ii) below, the "Proceeds") in respect of the
                  Potentially Dilutive Financing, together with the Proceeds
                  received or deemed received by the Corporation in respect of
                  any such prior Potentially Dilutive Financing(s)
                  (collectively, the "Dilutive Transactions"), is less than or
                  equal to $5,000,000, no adjustment to the Conversion Price
                  shall be made pursuant to this subsection 6(c)(i).

                           2 If the Proceeds from the Dilutive Transactions
                  equal or exceed $5,000,000, but are less than or equal to
                  $10,000,000, the then applicable Conversion Price shall be
                  reduced (but not increased) to the greater of (x) the Minimum
                  Conversion Price (as defined in Section 6(e) below) or (y) the
                  net volume-weighted average purchase price per share (as
                  calculated in accordance with Section 6(c)(ii)(D)) of the
                  Common Stock and/or Common Stock Equivalents issued in the
                  Dilutive Transactions (excluding from the calculation of (y)
                  any shares issued as a result of the exercise of any
                  preemptive rights under Section 10 hereof).

                           3 If the Proceeds from the Dilutive Transactions
                  exceed $10,000,000, the then applicable Conversion Price shall
                  be adjusted (either reduced or increased) to the greater of
                  (x) the Minimum Conversion Price or (y) the net
                  volume-weighted average purchase price per share (as
                  calculated in accordance with Section 6(c)(ii)(D)) (excluding
                  from the calculation of (y) any shares issued as a result of
                  the exercise of any preemptive rights under Section 10 hereof)
                  of the Common Stock and/or Common Stock Equivalents issued in
                  any Dilutive Transaction or series of Dilutive Transactions
                  with Proceeds equal to any $10,000,000 that would yield the
                  lowest net volume-weighted average purchase price per share;
                  provided, however, that if the result of this clause (y) shall
                  result in the Conversion Price being adjusted to a price per
                  share in excess of the Maximum Conversion Price (as defined in
                  Section 6(e) below), the result of this clause (y) shall equal
                  the Maximum Conversion Price.

                  An example of the application of the above provisions in three
         successive transactions is as follows:

                  Assume in "Transaction 1" the Corporation issues 2 million
                  shares of Common Stock for 3.00 per share or total
                  consideration of $6 million, in "Transaction 2" the
                  Corporation issues 1 million shares of Common Stock for $1.85
                  per share or total consideration of $1,850,000 and in
                  "Transaction 3" the Corporation issues 1 million shares of
                  Common Stock for $5.00 per share or total consideration of $5
                  million. Further assume that none of such shares were Excluded
                  Securities. The Conversion Price would be adjusted to (i)
                  $3.00 after Transaction 1 (pursuant to (B) above), (ii) $2.62
                  after Transaction 2 (pursuant to (B) above), and (iii) $2.92
                  after Transaction 3 (pursuant to (C) above).

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<PAGE>
                           ii Adjustment Calculation Provisions. For the
                  purposes of calculating any adjustment of a Conversion Price
                  pursuant to paragraph (i) above, the following provisions
                  shall be applicable:

                           1 In the case of the issuance of Common Stock and/or
                  Common Stock Equivalents for cash in a public offering or
                  private placement, the consideration to be included in the
                  definition of "Proceeds" above shall be deemed to be the
                  amount of cash paid therefore before deduct-in therefrom any
                  discounts, commissions or placement fees payable by the
                  Corporation to any underwriter or placement agent in
                  connection with the issuance and sale thereof.

                           2 In the case of the issuance of Common Stock and/or
                  Common Stock Equivalents for a consideration in whole or in
                  part other than cash, the consideration other than cash to be
                  included in the definition of "Proceeds" above, shall be
                  deemed to be the fair market value thereof as determined in
                  good faith by the Board of Directors of the Corpora-ton and
                  consistent with amounts contained in its audited financial
                  statements or as verified by an independent valuation expert.

                           3 In the case of the issuance of options or war-rants
                  to purchase or rights to subscribe for Common Stock,
                  securities by their terms convertible into or exercisable or
                  exchangeable for Common Stock, or options or warrants to
                  purchase or rights to subscribe for such convertible or
                  exchangeable securities:

                                    a The aggregate maximum number of shares of
                           Common Stock deliverable upon exercise of such
                           convertible or exchangeable securities shall be
                           deemed to have been issued and outstanding at the
                           time such convertible or exchangeable securities were
                           issued and for a consideration, which shall be
                           included in the definition of "Proceeds" above, equal
                           to the consideration (determined in the manner
                           provided in paragraphs (A) and (B) above), if any,
                           received by the Corporation upon the issuance of such
                           convertible or exchangeable securities plus the
                           additional consideration, if any, to be received by
                           the Corporation upon the conversion or exchange of
                           such securities or the exercise of any related
                           options or rights (the consideration in each case to
                           be determined in the manner provided in paragraphs
                           (A) or (B) above);

                                    b the aggregate maximum number of shares of
                           Common Stock deliverable upon exercise of such
                           options, warrants or rights shall be deemed to have
                           been issued and outstanding as of the record date
                           fixed by the Corporation for the issuance of such
                           options, warrants or rights and for a consideration,
                           which shall be included in the definition of
                           "Proceeds" above, equal to the consideration
                           (determined in the manner provided in paragraphs (A)
                           and (B) above), if any received by the Corporation
                           upon the issuance of such options, warrants or
                           rights, plus the consideration, if any, to be
                           received by the Corporation upon the exercise of such
                           options, warrants or rights (determined in the manner
                           provided in paragraphs (A) and (B) above);

                                    c on any change in the number of shares of
                           Common Stock deliverable upon exercise of any such
                           options, warrants or rights or conversions of or
                           exchanges for such securities (including, as a result
                           of any amendment to the conversion or exercise
                           price), other than a change resulting from the
                           anti-dilution provisions thereof, the applicable
                           Conversion Price shall forthwith be readjusted to
                           such Conversion Price as would have been obtained had
                           the adjustment been made upon the original issuance
                           of such options, warrants or rights or such
                           convertible or exchangeable securities which were not
                           exercised or converted prior to such adjustment; and

                                    d no further adjustment of the Conversion
                           Price adjusted upon the issuance of any such options,
                           warrants or rights or such convertible or
                           exchangeable securities shall be made as a result of
                           the actual issuance of Common Stock on the exercise
                           of any such rights, warrants or options or any
                           conversion or exchange of any such securities.

                  (D)      (1) In calculating the "net volume-weighted average
         purchase price per share," but only for such specific purpose,
         discounts, commissions or placement fees, along with any legal fees
         payable by the Corporation to counsel for the investors in such
         transaction, underwriters or placement agents in such transaction shall
         be deducted from the aggregate Proceeds received by the Corporation in
         such transaction.

                           (2) For purposes of Section 6(c)(i)(B),
                  volume-weighted average purchase price per share shall be
                  equal to the quotient of the Proceeds (subject to Section
                  6(c)(ii)(D)(1)) from the Dilutive Transactions for which the
                  determination is being made divided by the number of shares of
                  Common Stock issued or issuable (also assuming the conversion
                  or exercise of all Common Stock

                                       42
<PAGE>
                  Equivalents) in connection with such Dilutive Transactions.
                  For purposes of Section 6(c)(i)(C), volume-weighted average
                  purchase price shall be equal to the quotient of $10,000,000
                  (subject to Section 6(c)(ii)(D)(1)) divided by the number of
                  shares of Common Stock issued or issuable (also assuming the
                  conversion or exercise of all Common Stock Equivalents) in
                  connection with all of the Dilutive Transactions (which may
                  include any portion of a Dilutive Transaction) used in
                  calculating the $10,000,000 of Proceeds.

                           iii Adjustment Upon Stock Dividends, Subdivisions or
                  Splits. If, at any time, the number of shares of Common Stock
                  outstanding is increased by a stock dividend payable in shares
                  of Common Stock or by a subdivision or split-up of shares of
                  Common Stock, then, following the record date for the
                  determination of holders of Common Stock entitled to receive
                  such stock dividend, or to be affected by such subdivision or
                  split-up, the Conversion Price shall be appropriately
                  decreased so that the number of shares of Common Stock
                  issuable on conversion of Series A Preferred Stock shall be
                  increased in proportion to such increase in outstanding
                  shares.

                           iv Adjustment Upon Combinations. If, at any time, the
                  number of shares of Common Stock outstanding is decreased by a
                  combination of the outstanding shares of Common Stock into a
                  smaller number of shares of Common Stock, then, following the
                  record date to determine shares affected by such combination,
                  the Conversion Price shall be appropriately increased so that
                  the number of shares of Common Stock issuable on conversion of
                  each share of Series A Preferred Stock shall be decreased in
                  proportion to such decrease in outstanding shares.

                           v Adjustment Upon Reclassifications, Reorganizations,
                  Consolidations or Mergers. If, at any time when Series A
                  Preferred Stock is issued and outstanding, there shall be any
                  merger, consolidation, share exchange, recapitalization,
                  reorganization, business combination, or other similar event
                  or other Change of Control Event, as a result of which shares
                  of Common Stock shall be changed into the same or a different
                  number of shares of another class or classes of stock or
                  securities of the Corporation or another Person, or in case of
                  any sale or conveyance of all or substantially all of the
                  assets of the Corporation (other than an event that is treated
                  as a Liquidation Event under Section 4 hereof) (each a "Change
                  of Control Transaction"), then, subject to the rights of a
                  holder of Series A Preferred Stock under Section 4 and under
                  Section 5(b) hereof, the holders of any Series A Preferred
                  Stock shall thereafter have the right to receive upon
                  conversion of the Series A Preferred Stock, upon the basis and
                  upon the terms and conditions specified herein and in lieu of
                  the shares of Common Stock immediately theretofore issuable
                  upon conversion, such stock, securities, cash or other assets
                  which the holders of Series A Preferred Stock would have been
                  entitled to receive in such transaction had the Series A
                  Preferred Stock been converted in full immediately prior to
                  such transaction (without regard to any limitations on
                  conversion contained herein), and in any such case appropriate
                  provisions shall be made with respect to the rights and
                  interests of the holders of Series A Preferred Stock to the
                  end that the provisions hereof (including, without limitation,
                  provisions for adjustment of the applicable Conversion Price
                  and of the number of shares of Common Stock issuable upon
                  conversion of the Series A Preferred Stock) shall thereafter
                  be applicable, as nearly as may be practicable in relation to
                  any securities or assets thereafter deliverable upon the
                  conversion of the Series A Preferred Stock. The Corporation
                  shall not effect any transaction described in this subsection
                  (v) unless (a) it first gives ten (10) business days prior
                  written notice of the record date of the special meeting of
                  stockholders to approve, or if there is no such record date,
                  the consummation of, such merger, consolidation, share
                  exchange, recapitalization, reorganization, business
                  combination or other similar event or other Change of Control
                  Event (during which time the holders of Series A Preferred
                  Stock shall be entitled to convert the Series A Preferred
                  Stock) and (b) the resulting ultimate Successor or acquiring
                  Person (if not the Corporation) and, if an entity different
                  from the Successor or acquiring entity, the entity whose
                  capital stock or assets the holders of the Common Stock are
                  entitled to receive as a result of such Change of Control
                  Transaction, assumes by written instrument the obligations of
                  this Certificate of Designation including this subsection (v).
                  The above provisions shall similarly apply to successive
                  mergers, consolidations, share exchanges, recapitalizations,
                  reorganizations, business combinations or other similar events
                  or sales of assets.

                           vi Deferral in Certain Circumstances. In any case in
                  which the provisions of this Section 6(c) shall require that
                  an adjustment shall become effective immediately after a
                  record date of an event, the Corporation may defer until the
                  occurrence of such event issuing to the holder of any share of
                  Series A Preferred Stock converted after such record date and
                  before the occurrence of such event the shares of capital
                  stock issuable upon such conversion by reason of the
                  adjustment required by such event and issuing to such holder
                  only the shares of capital stock issuable upon such conversion
                  before giving effect to such adjustments; provided, however,
                  that the Corporation shall deliver to such holder an
                  appropriate instrument or due bills evidencing such holder's
                  right to receive such additional shares.

                                       43
<PAGE>
                           vii Exceptions. Section 6(c) shall not apply to (1)
                  any issuance of securities by the Corporation to employees,
                  officers, consultants or directors pursuant to the
                  Corporation's employee benefit plans in the ordinary course of
                  business, (2) any issuance of securities by the Corporation
                  pursuant to the conversion or exercise of any securities of
                  the Corporation issued and outstanding on or as of March 20,
                  2001, including the Series A Preferred Stock, (3) any issuance
                  of securities by the Corporation pursuant to anti-dilution
                  conversion or exercise price adjustments pursuant to this
                  Certificate, (4) any issuance of securities pursuant to the
                  terms of the revolving credit facilities and ancillary
                  transaction documents with Federal Home Loan Mortgage
                  Corporation and The Union Labor Life Insurance Corporation
                  (together, the "Credit Facilities"), executed on or prior to
                  the Issue Date (not including any securities issued as a
                  result of any amendment to any such document after the date
                  hereof), (5) any issuance of securities by the Corporation to
                  business partners, in transactions approved by the Board of
                  Directors of the Corporation, the principal objective of which
                  is other than raising capital, and (6) any issuance of Series
                  A Preferred Stock at the Class 2 Closing (as such term is
                  defined in the Series A 8% Convertible Preferred Stock
                  Purchase Agreement, dated as of March 7, 2001) (collectively,
                  the "Excluded Securities").

                           viii Notice of Adjustment of Conversion Price.
                  Whenever the Conversion Price is adjusted as herein provided:
                  (1) the Corporation shall compute the adjusted Conversion
                  Price in accordance with this Section 6(c) and shall prepare a
                  certificate signed by the Treasurer or Chief Financial Officer
                  of the Corporation setting forth the adjusted Conversion Price
                  and showing in reasonable detail the facts upon which such
                  adjustment is based, and such certificate shall forthwith be
                  filed at each office or agency maintained for such purpose of
                  conversion of shares of Series A Preferred Stock; and (2) a
                  notice stating that the Conversion Price has been adjusted and
                  setting forth the adjusted Conversion Price shall forthwith be
                  prepared by the Corporation, and as soon as practicable after
                  it is prepared, such notice shall be mailed by the Corporation
                  at its expense to all holders of the Series A Preferred Stock
                  at their last addresses as they shall appear in the stock
                  register.

                  (d) Conversion Mechanics. (i) At the time of any conversion of
         Series A Preferred Stock into Common Stock, each Series A Preferred
         Stock shall be converted on the Conversion Date (as defined below) to
         that number of shares of Common Stock determined by dividing the
         Current Value Per Share by the Conversion Price, as in effect at the
         time of conversion.

                           (ii) In order for a holder of Series A Preferred
                  Stock to receive shares of Common Stock for the conversion of
                  Series A Preferred Stock, such holder shall surrender the
                  certificate or certificates representing such shares of Series
                  A Preferred Stock at the office of the transfer agent for the
                  Series A Preferred Stock, together with a written notice. Such
                  notice shall state such holder's name or the names of the
                  nominees in which such holder wishes the certificate or
                  certificates for shares of Common Stock to be issued and,
                  shall state the number of shares of the Series A Preferred
                  Stock represented by such certificate or certificates that are
                  to be converted. If required by the Corporation, certificates
                  surrendered for conversion shall be endorsed or accompanied by
                  a written instrument or instruments of transfer, in form
                  satisfactory to the Corporation, duly executed by the
                  registered holder or its attorney duly authorized in writing.
                  The "Conversion Date" shall be the date of receipt of such
                  certificates and notice by the transfer agent. The Corporation
                  shall, as soon as practicable after the Conversion Date, issue
                  and deliver to such holder, or to its nominee, at such
                  holder's address as shown in the records of the Corporation, a
                  certificate or certificates for the number of shares of Common
                  Stock issuable upon such conversion in accordance with the
                  provisions hereof, rounded to the nearest share (with one-half
                  or greater being rounded upward). If less than all of the
                  shares of Series A Preferred Stock represented by a stock
                  certificate are converted into shares of Common Stock, the
                  Corporation shall issue a new stock certificate in the amount
                  of the shares not so converted.

                           (iii) No fractional shares of Common Stock shall be
                  issued upon conversion of shares of Series A Preferred Stock
                  and any fractional share to which the holder would otherwise
                  be entitled shall be rounded to the nearest whole number (with
                  one-half or greater being rounded upward).

                           (iv) All shares of Series A Preferred Stock which
                  shall have been surrendered for conversion shall no longer be
                  deemed to be outstanding, and all rights with respect to such
                  shares shall immediately cease and terminate on the Conversion
                  Date, except only the right of the holders thereof to receive
                  shares of Common Stock in exchange therefore and the payment
                  of any declared and unpaid dividends thereon. On the
                  Conversion Date, the shares of Common Stock issuable upon such
                  conversion shall be deemed to be outstanding, and the holder
                  thereof shall be entitled to exercise and enjoy all rights
                  with respect to such shares of Common Stock. All shares of
                  Series A Preferred Stock tendered for conversion shall, from
                  and after the Conversion Date, be deemed to have been retired
                  and canceled and shall not be reissued as Series A Preferred
                  Stock, and the Corporation may thereafter take such
                  appropriate action as may be necessary to reduce accordingly
                  the authorized number of shares of Series A Preferred Stock.

                                       44
<PAGE>
                  (e) Certain Definitions. As used in this Section 6, the
         follow-in terms shall have the following respective meanings:

                           "Consolidated Net Income" means, for any period, the
                  consolidated net income (or loss) of the Corporation and its
                  subsidiaries determined in accordance with GAAP; provided,
                  however, that there shall not be included in such Consolidated
                  Net Income:

                  (i) any net income of any person acquired by the Corporation
                  or a subsidiary in a pooling of interests transaction for any
                  period prior to the date of such acquisition;

                  (ii) any gain realized upon the sale or other disposition of
                  any assets of the Corporation or any subsidiary (including
                  pursuant to any sale-and-leaseback arrangement) which is not
                  sold or otherwise disposed of in the ordinary course of
                  business and any gain realized upon the sale or other
                  disposition of any capital stock of any person;

                  (iii) extraordinary gains or losses (but only non-cash losses)
                  and other non-recurring gains or losses (but only non-cash
                  losses) not otherwise included in extraordinary gains
                  (including the cumulative effect of any dispositions of assets
                  or investments or changes in accounting principles).

                           "Cash Flow" for any period means the sum of
                  Consolidated Net Income, plus the following to the extent
                  deducted in calculating such Consolidated Net Income:

                  (i) non-cash interest expenses, except, if pursuant to the
                  terms of the agreement, document or instrument pursuant to
                  which such non-cash interest expense is incurred by the
                  Corporation, interest under any such agreement, document or
                  instrument will be required to be paid in cash within two (2)
                  years of the last day of the fiscal quarter in which such
                  non-cash interest is incurred by the Corporation under GAAP;

                  (ii) depreciation and amortization expense of the Corporation
                  and its subsidiaries (excluding amortization expense
                  attributable to a prepaid operating activity item that was
                  paid in cash in a prior period); and

                  (iii) all other non-cash charges of the Corporation and its
                  subsidiaries for compensation to its employees and consultants
                  (attributed to options, warrants and other equity
                  instruments); and

                  (iv) all paid-in-kind dividends and other non-cash dividend or
                  equity-related charges; in each case for such period
                  determined in accordance with GAAP, except, if pursuant to the
                  terms of the agreement, document or instrument pursuant to
                  which any such paid-in-kind dividends, non-cash dividends or
                  equity-related charges is incurred, accrued, or payable by the
                  Corporation, dividends or equity-related charges under any
                  such agreement, document or instrument will be required to be
                  paid in cash within two (2) years of the last day of the
                  fiscal quarter in which any such paid-in-kind dividends,
                  non-cash dividends or equity-related charges are incurred,
                  accrued or paid by the Corporation under GAAP.

                           "GAAP" means generally accepted accounting principles
                  set forth in the opinions and pronouncements of the Accounting
                  Principles Board of the American Institute of Certified Public
                  Accountants and statements and pronouncements of the Financial
                  Accounting Standards Board or in such other statements by such
                  other entity as have been approved by a significant segment of
                  the accounting profession, which are in effect from time to
                  time.

                           "Maximum Conversion Price" means initially $3.50 per
                  share, as appropriately adjusted for any adjustments for which
                  the adjustment to the Conversion Price provided for in
                  subsections 6(c)(ii),(iii), (iv) and (v) applies.

                           "Minimum Conversion Price" means initially $2.00 per
                  share, as appropriately adjusted for any adjustments for which
                  the adjustment to the Conversion Price provided for in
                  subsections 6(c)(ii),(iii), (iv) and (v) applies.

                                    7. Reservation of Common Stock Issuable Upon
                           Conversion. The Corporation shall at all times after
                           the Initial Conversion Date reserve and keep
                           available out of its authorized but unissued shares
                           of Common Stock, solely for the purpose of effecting
                           the conversion of the shares of the Series A
                           Preferred Stock, such number of its shares of Common
                           Stock as shall from time to time be sufficient to
                           effect the conversion of all outstanding shares of
                           the Series A Preferred Stock.

                                       45
<PAGE>
                                    8. Voting Rights. Except as set forth in
                           Section 9 below or as otherwise required under
                           applicable law, the holder of each share of Series A
                           Preferred Stock shall have no voting rights until the
                           date (the "Initial Voting Rights Date") on which the
                           Corporation's stockholders approve the voting rights
                           provisions set forth in this Section 8 that are
                           intended to be effective after the Initial Voting
                           Rights Date. Within three (3) business days of the
                           Initial Voting Rights Date, the Corporation shall
                           provide written notice to the holders of record of
                           the Series A Preferred Stock that such Initial Voting
                           Rights Date has occurred. After the Initial Voting
                           Rights Date, the holder of each share of Series A
                           Preferred Stock shall have the right to one vote for
                           each share of Common Stock into which such Series A
                           Preferred Stock could then be converted, and with
                           respect to such vote, such holder shall have full
                           voting rights and powers equal to the voting rights
                           and powers of the holders of Common Stock, and shall
                           be entitled, to notice of any stockholders' meeting
                           in accordance with the Bylaws of the Corporation and
                           the Delaware General Corporation Law and shall be
                           entitled to vote, together with holders of Common
                           Stock, with respect to any question upon which
                           holders of Common Stock have the right to vote.
                           Fractional votes shall not, however, be permitted and
                           any fractional voting rights available on an
                           as-converted basis (after aggregating all shares into
                           which shares of Series A Preferred Stock held by each
                           holder could be converted) shall be rounded to the
                           nearest whole number (with one-half or greater being
                           rounded upward).

                                    9. Protective Provisions.

                  a So long as more than 20% of the designated shares of Series
         A Preferred Stock are outstanding, the Corporation shall not, without
         first obtaining the approval (by vote or written consent, as provided
         by law or the Corporation's Bylaws) of the holders of not less than
         68.5% of the Series A Preferred Stock outstanding at such time, take
         any action that: (i) amends, modifies or repeals (whether by merger,
         consolidation, recapitalization or otherwise) any provision of the
         Corporation's Certificate of Incorporation or Bylaws or this
         Certificate of Designations in any manner which would alter or change
         any of the rights, prefer-emcees, privileges or powers of, or the
         restrictions provided for the benefit of, the Series A Preferred Stock
         or that otherwise detracts from the rights, powers and preferences and
         restrictions provided for the benefit of the Series A Preferred Stock,
         (ii) increases or decreases the authorized number of shares of Common
         Stock or preferred stock, (iii) authorizes, creates (by
         reclassification or otherwise) or issues any new class or series of
         capital stock or preferred stock (or any obligation or security
         convertible or exchangeable into or evidencing the right to purchase
         shares of any class or series of capital stock or preferred stock)
         ranking senior to or on parity with the Series A Preferred Stock in any
         respect, (iv) approves or authorizes or in any way results in the
         repurchase or redemption of, or the payment of dividends or the making
         of any distributions on, any stock or similar equity security of the
         Corporation or any security convertible or exchangeable, with or
         without consideration, into or for any stock or similar security, or
         any security carrying or representing any option, warrant or right to
         subscribe to or purchase any stock or similar security, or any such
         option, warrant or right of the Corporation (other than on the Series A
         Preferred Stock, and repurchases pursuant to the Corporation's employee
         benefit plans) (an "Equity Security"), (v) subjects the Corporation's
         assets to any mortgage, lien, security interest or encumbrance other
         than (a) any mortgage, lien, security interest or encumbrance imposed
         in connection with revolving credit facilities or sales of accounts
         receivable for cash at fair market value, in each case, as approved by
         the Corporation's Board of Directors, and (b) liens, mortgages,
         security interests or encumbrances arising in the ordinary course of
         the Corporation's business that do not materially impair the value of
         the assets they encumber, (vi) approves or authorizes or in any way
         results in the Corporation incurring any indebtedness for borrowed
         money in excess of $10,000,000 (subject to clauses (vii) and (viii)
         below, excluding indebtedness for borrowed money arising under the
         Credit Facilities and indebtedness for borrowed money arising in
         connection with revolving credit facilities approved by the
         Corporation's Board of Directors), (vii) approves or authorizes or in
         any way results in the Corporation (x) issuing any debt security or
         instrument representing debt of the Corporation (of any nature
         whatsoever) or any class or series of capital or preferred stock or any
         other security that is neither Common Stock nor convertible into nor
         exercisable or exchangeable for Common Stock (any of the foregoing, a
         "Non-Equity Security"), or (y) entering into, or becoming subject to,
         any agreement, arrangement or understanding of any kind resulting in,
         or with respect to, the Corporation's incurring indebtedness (other
         than payables or short-term liabilities incurred in the ordinary course
         of business) (any of the foregoing, a "Debt-Type Obligation"), or any
         combination of Non-Equity Securities and Debt-Type Obligations, in any
         single transaction or series of related transactions, with, in any such
         case, an aggregate annual interest rate, dividend rate or yield or any
         other type of coupon rate or yield, as set forth in any agreement,
         document or instrument governing such Non-Equity Securities and/or
         Debt-Type Obligations or pursuant to which any such Non-Equity
         Securities and/or Debt-Type Obligations is or are to be issued,
         incurred or created (any such agreement, document or instrument, the
         "Governing Instrument"), that is greater than or equal to LIBOR Plus 15
         (as defined below), (viii) approves or authorizes or in any way results
         in the Corporation issuing any Non-Equity Securities or entering into
         or becoming subject to any Debt-Type Obligations, or any combination of
         Non-Equity Securities and Debt-Type Obligations, in any single
         transaction or series of related transactions, and the Governing
         Instrument(s) relating thereto provides for both (x) an aggregate
         annual interest rate, dividend rate or yield or any other type of
         coupon rate or yield, greater than or equal to LIBOR Plus 10 (as
         defined

                                       46
<PAGE>
         below) and (y) the issuance of, or right to receive, whether as a fee
         or otherwise, Equity Securities equal to, or convertible into or
         exercisable or exchangeable for an aggregate of, 1,000,000 or more
         shares of Common Stock or any other class or series of capital or
         preferred stock that is not a Non-Equity Security (as such 1,000,000
         share threshold shall be proportionately adjusted for subdivisions or
         split-ups and the like of the Common Stock), or (ix) increases the size
         of the Corporation's Board of Directors to greater than ten directors.
         Notwithstanding the foregoing, the Corporation shall not take any
         action that would adversely affect one holder of Series A Preferred
         Stock, but not all holders of Series A Preferred Stock, without the
         consent of such adversely affected holder of Series A Preferred Stock.

                  b Certain Definitions. As used in this Section 9, the
         following terms shall have the following respective meanings:

                           "LIBOR" shall mean, as of any relevant date, a per
                  annum interest rate equal to the six-month LIBOR (London
                  Interbank Offered Rate) Rate appearing in the Money Rates
                  table of the Wall Street Journal published on such date in New
                  York City, or if not published on such date, the date of
                  publication immediately prior to such date. If the Wall Street
                  Journal (i) publishes more than one such rate on any date of
                  publication, the lower or lowest of such rates shall apply, or
                  (ii) publishes a retraction or correction of any such rate,
                  the corrected rate reported in such retraction or correction
                  shall apply.

                           "LIBOR Plus 15" shall mean LIBOR, plus 15% per annum.

                           "LIBOR Plus 10" shall mean LIBOR, plus 10% per annum.

                                    10. Preemptive Rights.

                  a Grant of Preemptive Rights. The Corporation will not sell or
         issue, or offer to issue, (i) any shares of capital stock or preferred
         stock of the Corporation, (ii) any securities convertible into or
         exercisable or exchangeable for capital stock or preferred stock of the
         Corporation, or (iii) options, warrants or rights carrying any rights
         to purchase or otherwise acquire capital stock or preferred stock of
         the Corporation, unless the Corporation first submits a written notice
         to each holder of Series A Preferred Stock identifying the terms of the
         proposed sale (including price, number or aggregate principal amount of
         securities and all other material terms), and offers to each holder of
         Series A Preferred Stock (each an "Offeree") the opportunity to
         purchase its Pro Rata Allotment (as hereinafter defined) of such
         securities to be sold or issued by the Corporation (subject to increase
         for over-allotment if some Offerees do not fully exercise their rights)
         on terms and conditions, including price, not less favorable than those
         on which the Corporation proposes to sell such securities to a third
         party or parties. Each Offeree's "Pro Rata Allotment" of such
         securities shall equal the product of (a) the number or amount of
         securities to be issued in the transaction, multiplied by (b) a
         fraction, the numerator of which equals the number of shares of Series
         A Preferred Stock owned by such Offeree and the denominator of which
         equals (x) all of the issued and outstanding shares of Series A
         Preferred Stock, multiplied by (y) 2; in each case as of the date of
         such written offer. The Corporation's offer pursuant to this Section 10
         shall remain open and irrevocable for a period of thirty (30) days
         following actual receipt by the Offerees of such written notice, and an
         Offeree may elect to purchase such securities so offered by giving
         written notice thereof to the Corporation within such 30-day period,
         including therein the maximum number of shares of capital stock or
         other securities of the Corporation which the Offeree wishes to
         purchase, including the amount it would purchase if one or more other
         Offerees do not elect to purchase hereunder, with the rights of
         electing Offerees to purchase such additional amounts to be based upon
         the relative holdings of shares of Common Stock (determined as
         aforesaid) of the electing Offerees in the case of over-subscription.
         Any securities so offered which are not purchased by the Offerees
         pursuant to such offer may be sold by the Corporation, but only on the
         terms and conditions set forth in the initial offer, at any time within
         sixty (60) days following the termination of the above-referenced
         30-day period, but may not be sold to any other Person or on terms and
         conditions, including price, that are more favorable to the purchaser
         than those set forth in such offer or after such 60-day period without
         renewed compliance with this Section 10.

                  b Exceptions to Preemptive Rights. Notwithstanding the
         provisions of paragraph (a) above, the right to receive notice and
         purchase securities granted under Section 10(a) shall be inapplicable
         with respect to (i) any issuance of securities by the Corporation to
         employees, officers, consultants or directors by the Corporation
         pursuant to the Corporation's employee benefit plans in the ordinary
         course of business, (ii) any issuance of securities by the Corporation
         pursuant to the conversion of any securities of the Corporation issued
         and outstanding as of March 20, 2001, including the Series A Preferred
         Stock, (iii) underwritten public offerings of any such securities, (iv)
         issuances of Common Stock under the private equity-line financing
         arrangement with Paul Revere Capital Partners, Ltd. ("Paul Revere")
         pursuant to the Common Stock Purchase Agreement, dated March 6, 2001,
         by and between the Corporation and Paul Revere, (v) issuances as part
         of revolving credit facilities (including as payment of interest or
         fees), (vi) any issuance in connection with acquisitions of other
         entities or businesses by the Corporation, (vii) any issuance of

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<PAGE>
         securities by the Corporation to business partners, in transactions
         approved by the Board of Directors of the Corporation, the principal
         objective of which is other than raising capital, and (viii) any
         issuance of Series A Preferred Stock at the Class 2 Closing.

                                    11. Severability of Provisions. If any
                           voting powers, preferences and relative,
                           participating, optional and other special rights of
                           the Series A Preferred Stock and qualifications,
                           limitations and restrictions thereof set forth in the
                           Certificate is invalid, unlawful or incapable of
                           being enforced by reason of any rule of law or public
                           policy, all other voting power, preferences and
                           relative, participating, optional and other special
                           rights of the Series A Preferred Stock and
                           qualifications, limitations and restrictions thereof
                           set forth in this resolution (as so amended) which
                           can be given effect without the invalid, unlawful or
                           unenforceable voting powers, preferences and
                           relative, participating, optional or other special
                           rights of the Series A Preferred Stock and
                           qualifications, limitations and restrictions thereof
                           shall, nevertheless, remain in full force and effect
                           and no voting powers, preferences and relative,
                           participating, optional or other special rights of
                           the Series A Preferred Stock and qualifications,
                           limitations and restrictions thereof herein set forth
                           shall be deemed dependent upon any other such voting
                           powers, preferences and relative, participating,
                           optional or other special rights of the Series A
                           Preferred Stock and qualifications, limitations and
                           restrictions thereof unless so expressed herein.

                                    12. General Provisions.

                  a The term "outstanding", when used with reference to share of
         stock, shall mean issued shares, excluding shares held by the
         Corporation or a subsidiary.

                  b The headings of the sections, subsections, clauses and
         subclauses of this Certificate are for convenience of reference only
         and shall not define, limit or affect any of the provisions hereof.

                  c Reporting Status. For so long as 5% or more of the currently
         authorized shares of Series A Preferred Stock remain outstanding, the
         Corporation shall timely file all reports required to be filed with the
         Securities and Exchange Commission (the "Commission") pursuant to the
         Exchange Act, and the Corporation shall not terminate its status as an
         issuer required to file reports under the Exchange Act even if the
         Exchange Act or the rules and regulations thereunder would permit such
         termination. The Corporation currently meets, and, so long as 5% or
         more of the currently authorized shares of Series A Preferred Stock
         remain outstanding, will take reasonable action to continue to meet,
         the "registrant eligibility" requirements set forth in the general
         instructions to Form S-3 under the Securities Act.

                  (d) Non-Contravention of Series A Junior Participating
         Preferred Stock. Notwithstanding anything in this Certificate of
         Designations, Preferences and Rights of Series A 8% Convertible
         Preferred Stock (including, without limitation, the provisions of
         Section 9 hereof) to the contrary, nothing herein shall limit, prohibit
         or impair the Corporation's right to issue shares of its Series A
         Junior Participating Preferred Stock in accordance with the Rights
         Agreement, dated as of February 22, 2000, between the Corporation and
         First Union National Bank, as amended pursuant to Amendment No. 1 to
         the Rights Agreement, dated September 28, 2000. Any such shares of
         Series A Junior Participating Preferred Stock shall be Junior
         Securities.

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         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 20th day
of March, 2001.

                                   By:    /s/ Thomas J. Reddin
                                       -----------------------------------
                                   Name:    Thomas J. Reddin
                                   Title:  Senior Vice President and Chief
                                           Operating Officer

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