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                                                                     EXHIBIT 4.9

                CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCE
                AND SPECIAL RIGHTS OF SERIES B PREFERRED STOCK

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

     The Eastwind Group, Inc. (the "Corporation"), a corporation organized and 
existing under the General Corporation Law of the State of Delaware (the "Act"),
does hereby certify that pursuant to the provisions of Section 151 of the 
General Corporation Law of the State of Delaware, the Board of Directors of the 
Corporation, by action taken on October 16, 1996, adopted the following 
resolution, which resolution remains in full force and effect as of the date 
hereof;

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation pursuant to the Act and the Corporation's Certificate of
Incorporation, the Corporation is authorized to issue, out of the 3,000,000
shares of Preferred Stock of the Corporation authorized in its Certificate of
Incorporation, a series of Preferred Stock to be designated as "Series B
Preferred Stock," $.10 value per share, with the following powers, designations,
preferences and special rights:

     1.   Designation, Amount and Bank.  9,000 shares of a preferred stock, $.10
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par value per share, shall constitute a series of such preferred stock
designated as "Series B Preferred Stock" (the "Series B Preferred Stock"). With
respect to dividend rights, redemption rights and rights on liquidation, winding
up and dissolution, for so long as any shares of Series B Preferred Stock shall
remain outstanding, the Corporation shall not create any other class of capital
stock or series of preferred stock hereafter senior to the Series B Preferred
Stock.

     2.   Dividends.
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     2.1  The holder of each issued and outstanding share of Series B Preferred
Stock shall be entitled to receive, out of the funds of the Corporation legally 
available for such purpose, when, as and if declared by the Board of Directors 
of the Corporation, before any dividend shall be declared, paid or set aside, or
any other distribution shall be declared or made, upon the Common Stock or any 
other class or series of stock of the Corporation, cumulative dividends in cash 
payable quarterly in arrears in accordance with this Section 2, on January 1, 
April 1, July 1 and October 1 of each year ("Dividend Payment Date") commencing 
on January 1, 1997.  The amount of dividends payable per share of Series B 
Preferred Stock shall be based on a dividend rate of six percent (6%) per annum 
of the Stated Value (as hereinafter defined) from the date of original issuance.
The amount of dividends payable for the initial dividend

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period any period shorter than a full quarterly period shall be computed on a 
pro-rata basis, based on the number of days elapsed.

     2.2  Dividends shall be payable on each Dividend Payment Date to the 
holders of record of the Series B preferred Stock at the close of business on 
the date specified by the Board of Directors of the Corporation; provided, 
however, that no such record date shall be more than thirty (30) days nor less 
than ten (10) days prior to the respective Dividend Payment Date. Dividends on 
shares of Series B Preferred Stock shall accrue from the date of original issue 
of such shares of Series B Preferred Stock. Such dividends will accrue whether 
or not they have been declared and whether or not there are profits, surplus or 
other funds of the Corporation legally available for the payment of dividends.

     2.3  The term "State Value" per share means one hundred dollars ($100) plus
all accrued and unpaid dividends, if any, added thereto.

     3.   Rights of Liquidation, Dissolution or Winding-Up.  In the event of any
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liquidation, dissolution or winding-up of the Corporation (including, without 
limitation, a liquidation or reorganization under Chapter 7 or 11 of Title 11 of
the United States Code, as amended), the holders of shares of the Series B
Preferred Stock then issued and outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders,
before any payment shall be made to the holders of Common Stock or of shares of
any other class or series of stock of the Corporation, an amount equal to the
Stated Value per share, plus an amount equal to any dividends thereon unpaid and
accrued to and including the date of distribution with respect to such shares.

     4.   Voting Rights. Except as herein provided or otherwise provided by law,
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the entire voting power for the election of directors and for all other purposes
shall be vested exclusively in the holders of the outstanding Common Stock, 
except that the holders of the Series B Preferred Stock shall be entitled to 
vote equal to a 1/10th of a vote per share. Upon any corporate action which 
would alter or change the rights and preferences so as to adversely affect the 
holders of the Series B Preferred Stock, including, without limitation, the 
issuance of any additional shares of Series B Preferred Stock, the vote of a 
majority of the holders of Series B Preferred Stock, voting as a series, shall 
be required to approve such action. The holders of the Series B Preferred Stock 
shall be entitled to notice of and to attend all meetings of stockholders.

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     5.   Redemption.
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     Except as set forth below, the holders of the Series B Preferred Stock 
shall have no redemption rights.

     5.1  The holders of the Series B Preferred Stock may elect to require the
Corporation to redeem, at Stated Value plus all accrued and unpaid dividends
thereon, not more than 1,800 shares in the aggregate of the Series B Preferred
Stock each quarter beginning on April 1, 1997, and on each July 1, October 1,
January 1, and April 1 thereafter, provided that such holders give notice in
writing of such election to the Corporation at least twenty (20) days prior to
such dates; and in the event of such elections, the Corporation shall redeem
such shares on such dates. If holders of more than 1,800 shares make such
elections, the redemption shall be pro-rata among such holders.

     5.2  (a)  The Corporation shall have the option to redeem additional shares
of its Series B Preferred Stock at any time after January 1, 1997.

          (b)  If it exercises its option to redeem shares of its Series B 
Preferred Stock pursuant to Section 5.2(a) above, the Corporation will mail to 
each holder of Series B Preferred Stock a notice (the "Redemption Notice") (i) 
setting forth a purchase date (the "Redemption Date"), which shall be no earlier
than 20 business days nor later than 30 business days from the date the
Redemption Notice is mailed; and (ii) setting forth the instructions reasonably
determined by the Corporation, consistent with this Section 5 and applicable
law, that a holder must follow in order to require the redemption of his Series 
B Preferred Stock. The time of mailing of the Redemption Notice shall be deemed
the time of delivery. Holders of Series B Preferred Stock seeking to require
that the Corporation redeem their shares will be required to surrender their
certificates representing their shares to the Corporation prior to the close of
business on the third business day prior to the Redemption Date, In the event
that a Redemption Notice is not mailed by the Corporation, the Redemption Date
shall be no earlier than 20 business days nor later than 30 business days from
the end of the preceding calender quarter.

          (c)  Notice having been given pursuant to subsection 5.2(b) above, 
from and after the date of redemption, as specified in the Redemption Notice, 
unless default shall be made by the Corporation in providing for the payment of 
the applicable redemption price, all dividends on the Series B Preferred Stock 
to which a Redemption Notice relates shall cease to accrue. If the Corporation 
so elects, the Corporation shall provide for the payment of the redemption price
by depositing the requisite monies, 

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or other consideration, as applicable, with a bank or trust company of adequate 
capitalization of its choice as paying agent on the date of redemption (provided
the Redemption Notice shall state the name and address of such bank or trust
company and the availability of the monies). All rights of the holders thereof
as stockholders of the Corporation, except the right to receive the applicable
redemption price (without interest) shall cease and terminate. Any interest
allowed on the monies so deposited shall be paid to the Corporation until the
date of redemption. Any monies so deposited which shall remain unclaimed by the
holder of such Series B Preferred Stock at the end of three (3) years after the
redemption date shall become the property of, and be paid by such bank or trust
company to, the Corporation.

     6.   Conversion Rights.
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          The holders of the Series B Preferred Stock shall have no conversion 
rights.

     7.   Notices of Corporate Action.
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          In the event of

          7.1  any taking by the Corporation of a record of the holders of any 
class of securities for the purpose of determining the holders thereof who are 
entitled to receive any dividend (other than dividends payable with respect to 
the Series B Preferred Stock) or other distribution, or any right to subscribe 
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or 

          7.2  any capital reorganization of the Corporation, any 
reclassification or recapitalization of the capital stock of the Corporation or 
any consolidation or merger involving the Corporation and any other person or 
any transfer of all or substantially all of the assets of the Corporation to any
other person, or

          7.3  any voluntary or involuntary dissolution, liquidation or 
winding-up of the Corporation,

          the Corporation will mail to each holder of shares of Series B 
Preferred Stock a notice specifying (i) the date or expected date on which any 
such record is to be taken for the purpose of such dividend, distribution or 
right, and the amount and character of such dividend, distribution or right, and
(ii) the date or expected date on which any such reorganization, 
reclassification, recapitalization, consolidation, merger, transfer, 
dissolution, liquidation or winding-up is to take place 

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and the time, if any such time is to be fixed, as of which the holders of record
of Common Stock (or other securities of the Corporation) shall be entitled to 
exchange their shares of Common Stock (or other securities of the Corporation) 
for the securities or other property deliverable upon such reorganization, 
reclassification, recapitalization, consolidation, merger, transfer, 
dissolution, liquidation or winding-up.

     8.   Retirement of Redeemed Shares.
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          No share or shares of Series B Preferred Stock acquired by the 
Corporation by reason of redemption, or otherwise shall be re-issued and all 
such shares shall be cancelled, retired and eliminated from the shares which the
Corporation shall be authorized to issue. The Corporation may from time to time 
take such appropriate corporation action as may be necessary to reduce the 
authorized number of shares of Series B Preferred Stock accordingly.

     FURTHER RESOLVED, that, before the Corporation shall issue any shares of 
Series B Preferred Stock, a certificate pursuant to Section 151 of the DGCL 
shall be made, executed, acknowledged, filed, and recorded in accordance with 
the provisions of Sections 103 and 151 of the DGCL, and the proper officers of 
the Corporation be, and they hereby are, authorized and directed to do all acts 
and things which may be necessary or proper in their opinion to carry into 
effect the purposes and intent of this and the foregoing resolutions.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be 
signed in its name and on its behalf and attested on this ____ day of October, 
1996 by a duly authorized officer of this Corporation.

                                        THE EASTWIND GROUP, INC.


                                        BY: /s/ William B. Miller
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                                                William B. Miller, 
                                               Senior Vice President & CFO

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