EXHIBIT 10.1

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                            WORLDWIDE EQUIPMENT CORP.


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                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                            WORLDWIDE EQUIPMENT CORP.

         Pursuant to the provisions of Section  607.1006 of the Florida Business
Corporation Act (the "Act"),  WORLDWIDE EQUIPMENT CORP, Charter No. P93000043191
filed on June 14,  1993,  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

         I. The Amendment to the Articles of  Incorporation  set forth below was
adopted by all of the Directors of the  Corporation,  on January 17, 2001 in the
manner  prescribed by Section  607.1005 of the Act.  Shareholder  action was not
required.

         II.  Whereas,  by virtue of the authority  contained in its Articles of
Incorporation,  the Corporation  has authority to issue one million  (1,000,000)
shares of  preferred  stock,  the  designation  and amount  thereof  and series,
together with the powers, preferences,  rights,  qualifications,  limitations or
restrictions thereof, to be determined by the Board of Directors pursuant to the
applicable laws of the State of Florida. The following shall be added to Article
Three of the Articles of  Incorporation of the Corporation and shall be inserted
at the end of Article Three:

                                  ARTICLE THREE
                                PREFERRED SHARES
                            SERIES B PREFERRED STOCK

         1.  DESIGNATION.  The shares of such series of Preferred Stock shall be
designated  "Series  B  Cumulative   Accelerating  Redeemable  Preferred  Stock"
(referred to herein as the "Series B Stock").

         2. AUTHORIZED NUMBER. The authorized number of shares  constituting the
Series B Stock shall be one thousand (1,000).

         3.  RANKING.  The Series B Stock shall rank,  as to dividends  and upon
liquidation,  dissolution,  winding-up  or  otherwise,  senior  and prior to the
Common  Stock  and to all  other  classes  or  series  of  stock  issued  by the
Corporation,  other than with respect to the  Corporation's  Series C Cumulative
Accelerating   Redeemable   Preferred   Stock  (the   "Series  C  Stock"),   the
Corporation's Series D Cumulative  Accelerating  Redeemable Preferred Stock (the
"Series  D  Stock"),  and the  Corporation's  Series E  Cumulative  Accelerating
Redeemable Preferred Stock (the "Series E Stock"). The Series B Stock will rank,
as to upon dividends, liquidation,  dissolution,  winding-up and otherwise, pari
passu with the  Series C Stock and Series D Stock.  The Series B Stock will rank
as to  liquidation,  dissolution,  winding-up  and otherwise pari passu with the
Series E Stock; provided, however, the Series B Stock will rank senior and prior
to the Series E Stock as to any  dividends  provided  for in the Series B Stock.
(All  equity  securities  of the  Corporation  to which the Series B Stock ranks

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prior,  whether  with respect to  dividends  or upon  liquidation,  dissolution,
winding up or otherwise,  including the Common Stock, are collectively  referred
to herein as "JUNIOR SECURITIES";  all equity securities of the Corporation with
which the Series B Stock ranks on a parity (including the Series C Stock and the
Series D Stock as to liquidation,  dissolution,  winding-up or dividends, and as
to the Series E stock in liquidation,  dissolution or winding-up,  but not as to
dividends),  are collectively  referred to herein as "PARITY  SECURITIES.")  The
Corporation  shall not have or create any class of stock ranking on parity with,
or senior to, the Series B Stock without the affirmative  vote of the holders of
a majority of the shares of Series B Stock, voting separately as a class.

         4.       DIVIDENDS.

                  (A) DIVIDEND  ACCRUAL AND PAYMENT.  From and after the date of
issuance  of the  Series B STOCK  (THE  "ORIGINAL  ISSUE  DATE"  ),  compounding
cumulative  cash  dividends  shall accrue on the shares of Series B Stock at the
initial annual rate (subject to reset in accordance with Section 4(d) hereof) of
5.0% per share  (expressed as a percentage  of the $2,500 per share  liquidation
preference set forth in Section 5(a) hereof plus, as described below, the amount
of arrearages in the payment of dividends (THE "DIVIDEND RATE"). The holders of
shares of Series B Stock shall be entitled to receive such dividends when and as
declared  by the  Board,  in cash,  out of  assets  legally  available  for such
purpose,  quarterly in arrears on the tenth (10th) day OF May, August,  November
and February of each year (each of such dates being a "DIVIDEND  PAYMENT DATE"),
commencing May 10, 2001.  Such dividends  shall be paid to the holders of record
at the close of  business  on the date  specified  by the Board at the time such
dividend is declared,  provided,  however, that such date shall not be more than
sixty (60) nor less than ten (10) days prior to the applicable  Dividend Payment
Date.  Dividends on the Series B Stock shall be  compounding  cumulative so that
if, for any dividend  accrual  period,  cash  dividends at the rate  hereinabove
specified  are not  declared  and paid or set aside for  payment,  the amount of
accrued  but  unpaid  dividends  shall  accumulate  and  shall  be  added to the
dividends  payable  for  subsequent   dividend  accrual  periods  and  upon  any
redemption of shares of Series B Stock and the amount of such arrearages  shall,
for  purposes  of  calculating  the  amount of  dividends  accruing  after  such
arrearage  occurs,  be added to the amount upon which dividends  accrue.  If the
Original Issue Date is on a date which does not coincide with a Dividend Payment
Date, then the initial dividend  accrual period  applicable to such shares shall
be the period from the Original  Issue Date to the  Dividend  Payment Date which
next occurs  after the Original  Issue Date.  If the date fixed for payment of a
final  liquidating  distribution on any shares of Series B Stock, or the date on
which  any  shares  of Series A Stock are  redeemed,  does not  coincide  with a
Dividend  Payment Date,  then subject to the provisions  hereof relating to such
payment or  redemption,  the final dividend  accrual  period  applicable to such
shares shall be the period from whichever of May,  August,  November or February
most  recently  precedes  the date of such  payment or  redemption  through  the
effective  date of such payment or redemption.  The rate at which  dividends are
paid  shall  be  adjusted   for  any   combinations   or  divisions  or  similar
recapitalizations  affecting the shares of Series B Stock. So long as any shares
of Series B Stock are  outstanding,  (i) the amount of all  dividends  paid with
respect to the shares of Series B Stock  pursuant to this  Section 4(a) shall be
paid pro rata to the  holders  entitled  thereto  and (ii)  holders of shares of
Series B Stock shall be entitled to receive the  dividends  provided for in this
Section 4(a) in preference to and in priority over any dividends upon any Junior
Securities.

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                  (B)  DIVIDEND   LIMITATION  ON  PARITY  SECURITIES.   No  full
dividends shall be declared by the Board or paid or set apart for payment by the
Corporation  on any Parity  Securities  for any period  unless full  compounding
cumulative  dividends  have been or  contemporaneously  are  declared an paid or
declared an a sum set apart  sufficient  for such  payment on Series B Stock for
all dividend  payment periods  terminating on or prior to the date of payment of
such full dividends on such Parity Securities.  If any dividends are not paid in
full,  as  aforesaid,  upon the  shares  of the  Series B Stock  and any  Parity
Securities,  all dividends declared upon shares of Series B Stock and any Parity
Securities  shall  be  declared  pro rata so that the  amount  of the  dividends
declared  per share of Series B Stock and such  Parity  Securities  shall in all
cases bear to each other the same ration that accrued and unpaid  dividends  per
share on Series B Stock and such Parity Securities bear to each other.

                  (C) DIVIDEND  LIMITATION ON JUNIOR SECURITIES.  So long as any
shares of Series B Stock are outstanding, the Corporation shall not declare, pay
or set apart for  payment,  any  dividend on any Junior  Securities  or make any
payment on account  of, or set apart for  payment,  money for a sinking or other
similar fund for, the purchase,  redemption or other  retirement  of, any Junior
Securities or any warrants, rights, calls or options exercisable or exchangeable
for or  convertible  into any Junior  Securities,  or make any  distribution  in
respect thereof, either directly or indirectly, and whether in cash, obligations
or shares of the  Corporation or other  property  (other than  distributions  or
dividends  payable in Junior  Securities  to the  holder of Junior  Securities),
unless prior to, or concurrently with, such declaration,  payment, setting apart
for payment, purchase,  redemption (or other retirement) or distribution, as the
case may be, all  accrued and unpaid  dividends  on the shares of Series B Stock
not paid on the dates  provided  for in Section 4(a) hereof shall have been paid
in full in cash.

                  (D) DIVIDENDS ON FRACTIONAL  SHARES.  Each fractional share of
Series B Stock outstanding shall be entitled to a ratably  proportionate  amount
of all  dividends  accruing with respect to each  outstanding  share of Series B
Stock  pursuant to Section 4(a) hereof,  and all such  dividends with respect to
such  outstanding  fractional  shares shall be fully cumulative and shall accrue
(whether or not  declared),  and shall be payable in the same manner and at such
times as provided  for in Section  4(a) hereof with respect to dividends on each
outstanding share of Series B Stock.

                  (E)      DIVIDEND RATE ADJUSTMENT.

                                    (i)  If  Corpus  Christi  Acquisition,   LLC
                  ("CCA"),  a wholly-owned  subsidiary of the Corporation formed
                  to acquire  substantially  all of the assets of Corpus Christi
                  Oncology   Associates,   LLC,  achieves,   during  any  period
                  consisting of any four consecutive fiscal quarters, EBITDA (as
                  defined   below)  of  $1.0   million  or  more  (THE   "EBITDA
                  THRESHOLD"),  then,  from and after the first day of the first
                  month  following  the last  month  included  in the first such
                  period of four consecutive fiscal quarters,  the Dividend Rate
                  shall increase to 9% per share,  subject to future  adjustment
                  as described in (e)(ii) below. For purposes of this Section 4,
                  the following terms shall have the meanings set forth below.

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                                    "EBITDA" means, for CCA for any period,  the
                  Net  Income  (Loss) of CCA for such  period  taken as a single
                  accounting  period,  plus (a) the sum of the following amounts
                  for such  period  determined  in  conformity  with GAAP to the
                  extent included in the determination of such Net Income (Loss)
                  (without   duplication):   (i)  depreciation   expense,   (ii)
                  amortization expense,  (iii) Net Interest Expense, (iv) income
                  tax expense,  (v) extraordinary  losses and (vi) non-recurring
                  non-cash  write-offs to the extent that such write-offs do not
                  require any present or future cash  expenditures  less (b) the
                  sum of the  following  amounts for such period  determined  in
                  conformity   with  GAAP  to  the   extent   included   in  the
                  determination of such Net Income (Loss) (without duplication):
                  (i)  extraordinary  gains,  (ii) the Net Income  (Loss) of any
                  other  person that is  accounted  for by the equity  method of
                  accounting  except to the extent of the amount of dividends or
                  distributions received by CCA, and (iii) the Net Income (Loss)
                  of any other person acquired by CCA in a transaction accounted
                  for as a pooling of interests for any period prior to the date
                  of such acquisition.

                                    "GAAP" means generally  accepted  accounting
                  principles  and  practices  set  forth  in  the  opinions  and
                  pronouncements  of the  Accounting  Principles  Board  and 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 may be  approved  by a  significant  segment  of the
                  accounting profession that are applicable to the circumstances
                  as of the date of determination.

                                    "NET  INCOME  (LOSS)"  means for any period,
                  the  aggregate  of net income (or loss) of CCA for such period
                  determined in conformity with GAAP; provided, however, that in
                  determining Net Income (or Loss), the maximum aggregate amount
                  of  expenses  and  charges  arising  from  the  allocation  of
                  corporate  overhead and management  fees charged to CCA by the
                  Corporation  (or any of its  affiliates),  shall be an  amount
                  equal  to five  percent  (5%) of  CCA's  gross  income  (after
                  contractual  allowances,  adjustments and write-offs) for such
                  period.

                                    "NET INTEREST  EXPENSE"  means,  for CCA for
                  any  period,  gross  interest  expense of CCA for such  period
                  determined in conformity with GAAP, less the following for CCA
                  determined  in  conformity  with  GAAP:  (a)  the  sum  of (i)
                  interest capitalized during construction for such period; (ii)
                  interest  income  for such  period,  and (iii)  gains for such
                  period on interest rate  contracts (to the extent not included
                  in interest income above and to the extent not deducted in the
                  calculation  of  such  gross  interest   expense),   plus  the
                  following for CCA determined in conformity  with GAAP: (b) the
                  sum of (i) losses for such period on interest  rate  contracts
                  (to the extent not included in such gross  interest  expense),
                  and (ii) the  amortization  of up front costs or fees for such
                  period  associated with interest rate contracts (to the period
                  associated  with  interest  rate  contracts (to the extent not
                  included in gross interest expense).


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                           (ii) In  addition  to any  Dividend  Rate  adjustment
                  pursuant  to Section  4(e)(i)  above,  if all the  outstanding
                  shares of Series B Stock are not  redeemed or  converted on or
                  prior to the fifth anniversary of the Original Issue Date, the
                  Dividend Rate, from and after such fifth anniversary, shall be
                  20% per share.

         5.       LIQUIDATION.

                  (A) LIQUIDATION PROCEDURE.  Upon any liquidation,  dissolution
or winding up of the Corporation,  whether voluntary or involuntary, the holders
of  shares of Series B Stock  shall be  entitled,  before  any  distribution  or
payment is made upon any Junior  Securities,  to be paid an amount  equal to (i)
$2,500 per share of Series B Stock,  representing the liquidation preference per
share of the Series B Stock (as  adjusted  for any  combinations,  divisions  or
similar recapitalizations affecting the shares of Series B Stock) (the "SERIES B
STOCK ISSUE PRICE"),  plus (ii) all accrued and unpaid dividends on the Series B
Stock  to such  date  (together  with  the  series  b  stock  issue  price,  the
"LIQUIDATION PAYMENTS").  If upon any liquidation,  dissolution or winding up of
the Corporation,  whether voluntary or involuntary, the assets to be distributed
among the holders of shares of Series B Stock and any Parity Securities shall be
insufficient  to permit  payment  in full to the  holders  of shares of Series B
Stock and any Parity Securities of the distributions to which they are entitled,
then the holders of all such shares shall share ratably in such  distribution of
assets in accordance with the amount which would be payable on such distribution
if the amounts to which the holder of  outstanding  shares of Series B Stock and
the holders of  outstanding  shares of such Parity  Securities are entitled were
paid in full.  A  consolidation  or merger of the  Corporation  with or into any
other  corporation or corporations or other entity (other than a merger in which
the Corporation is the survivor and the stockholders of the Corporation prior to
such merger own more than a majority of the voting securities of the Corporation
following  such merger),  a transaction or a series of related  transactions  in
which the  stockholders  of the  Corporation  transfer a majority  of the voting
securities of the Corporation to any person or a sale,  lease or transfer of all
or  substantially  all of the assets of the Corporation  shall be deemed to be a
liquidation,  dissolution,  or winding up of the  Corporation as those terms are
used in this SECTION 5; provided,  however, that no such consolidation,  merger,
transaction  or series of related  transactions  that is approved in  accordance
with  Section  11 hereof  shall be deemed to be a  liquidation,  dissolution  or
winding  up of the  Corporation.  The  Corporation  shall  provide to holders of
shares of Series B Stock  thirty  (30) days'  prior  written  notice of any such
sale, conveyance, exchange, transfer, consolidation or merger.

                  (B) REMAINING  ASSETS.  Upon any  liquidation,  dissolution or
winding up of the  Corporation,  whether  voluntary  or  involuntary,  after the
holders of shares of Series B Stock shall have been paid in full the Liquidation
Payments, the remaining assets of the Corporation may be distributed ratably per
share in order of preference  to the holders of Junior  Securities in accordance
with their respective terms.

                  (C) NOTICE OF  LIQUIDATION.  Written  notice of a liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
stating a payment  date,  the amount of the  Liquidation  Payments and the place
where  said  Liquidation  Payments  shall  be  payable,  shall be given by mail,

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postage prepaid, not less than thirty (30) days prior to the payment date stated
therein, to each holder of record of shares of Series B Stock at his post office
addresses as shown by the records of the Corporation.

                  (D) FRACTIONAL SHARES.  The Liquidation  Payments with respect
to each  outstanding  fractional  share of  Series  B Stock  shall be equal to a
ratably  proportionate  amount of the Liquidation  Payments with respect to each
outstanding share of Series B Stock.

         6.       CONVERSION.  The  holders  of  shares of Series B Stock  and
the  Corporation  shall  have the conversion rights set forth below.

                  (A)  CONVERSION.  Subject to the  limitations set forth below,
each share of the Series B Stock shall be  convertible  at any time in whole but
not in part, unless previously  redeemed,  at the option of the holder of record
thereof,  and,  subject to the  provisions  of the last sentence of this Section
6(a),  at the  option of the  Corporation,  into the  number  of fully  paid and
nonassessable  shares of Common Stock equal to the quotient obtained by dividing
(i) the  aggregate  liquidation  preference of the share of Series B Stock being
converted  by (ii) the Holder  Conversion  Price or the  Corporation  Conversion
Price,  as applicable  (as such terms are defined in Section 6(b) below) then in
effect  upon  surrender  to  the  Corporation  or  its  transfer  agent  of  the
certificate or certificates  representing the Series B Stock to be converted, as
provided  below, or if the holder notifies the Corporation or its transfer agent
that such certificate or certificates have been lost, stolen or destroyed,  upon
the execution and delivery of an agreement  satisfactory  to the  Corporation to
indemnify  the  Corporation  from  any  losses  incurred  by  it  in  connection
therewith.  After  the  fifth  anniversary  of  the  Original  Issue  Date,  the
Corporation  shall be  entitled  to  exercise  its right to convert the Series B
Stock as set forth herein provided that (x) within ninety (90) days of the fifth
anniversary  of the Original  Issue Date,  the  Corporation  gives notice of its
election  to  convert  the Series B Stock and (y) within the first five years of
the  Original  Issue  Date (or,  if  greater,  the  conclusion  of  twenty  (20)
consecutive  fiscal quarters after the Original Issue Date) the EBITDA Threshold
has not been  achieved  during any period  consisting  of any  consecutive  four
fiscal quarters.

                  (B) CONVERSION PRICE; CONVERTED SHARES. The initial conversion
price of each share of the Series B Stock being  converted  (x) at the option of
the  holder of record  thereof  shall be equal to  ninety  percent  (90%) of the
average of the Fair Market Value (as defined  below) of the Common Stock for the
twenty (20) consecutive  trading days  immediately  preceding the date notice of
conversion is received by the corporation  (the "HOLDER  CONVERSION  PRICE") and
(y) at the option of the  Corporation  shall be equal to the  greater  of(i) the
average  of the Fair  Market  Values for the  Common  Stock for the twenty  (20)
consecutive trading days immediately  preceding the date notice of conversion is
given by the Company and (ii)  $10.00 per share (the "FIXED  CONVERSION  PRICE")
(the "CORPORATION  CONVERSION PRICE").  The Corporation  Conversion Price, as it
may be adjusted  pursuant  to the terms of Section 7, and the Holder  Conversion
Price are referred to collectively as the "CONVERSION PRICE"). If any fractional
interest in a share of Common  Stock would be  deliverable  upon  conversion  of
Series B Stock,  the Corporation  shall pay in lieu of such fractional  share an
amount in cash equal to the applicable Conversion Price of such fractional share
(computed  to the  nearest one  hundredth  of a share) in effect at the close of
business on the date of conversion. Any shares of Series B Stock which have been

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converted  shall be cancelled and all dividends on converted  shares of Series B
Stock shall cease to accrue and the certificates representing shares of Series B
Stock so  converted  shall  represent  the right to receive  (i) such  number of
shares of Common Stock into which such shares of Series B Stock are convertible,
plus (ii) cash  payable  for any  fractional  share,  plus (iii) all accrued but
unpaid  dividends  relating to such shares of Series B Stock through the date of
conversion.  Upon the conversion of shares of Series B Stock as provided in this
Section 6, the  Corporation  shall  promptly  pay all amounts  described  in the
previous sentence to the holder of the shares of Series B Stock being converted.
The Board  shall at all times,  so long as any  shares of Series B Stock  remain
outstanding,  reserve a sufficient  number of authorized but unissued  shares of
Common  Stock  to be  issued  in  satisfaction  of  the  conversion  rights  and
privileges aforesaid.

                  AS USED HEREIN,  "FAIR MARKET VALUE" means,  with respect to a
share of Common  Stock,  (a) if the shares are listed or admitted for trading on
any national  securities  exchange or included in The Nasdaq  National Market or
Nasdaq SmallCap  Market,  the last reported sales price per share as reported on
such  exchange  or Market;  (b) if the shares  are not  listed or  admitted  for
trading on any national  securities  exchange or included in The Nasdaq National
Market or Nasdaq SmallCap  Market,  the average of the last reported closing bid
and asked  quotation  per  share for the  shares  as  reported  on the  National
Association of Securities  Dealers  Automated  Quotation System  ("NASDAQ") or a
similar service if NASDAQ is not reporting such  information;  (c) if the shares
are not listed or admitted  for trading on any national  securities  exchange or
included in The Nasdaq  National  Market or Nasdaq  SmallCap Market or quoted by
NASDAQ,  the average of the last reported bid and asked  quotation per share for
the  shares as quoted by a market  maker in the shares (or if there is more than
one market maker,  the bid and asked quotation shall be obtained from two market
makers and the average of the lowest bid and highest  asked  quotation).  In the
absence of any such listing or trading,  the Board shall determine in good faith
the per share fair value of the Common Stock, which  determination  shall be set
forth  in a  certificate  of  the  Secretary  of  the  Corporation.  If  holders
representing  a majority of the  outstanding  shares of Series B Stock object to
such determination,  such holders shall notify the Corporation in writing within
twenty  (20) days of the  delivery of such  determination  to the holders of the
Series B Stock,  specifying  in  reasonable  detail their  objections or changes
within  twenty (20) days of the  delivery to the  Corporation  of the  foregoing
objection notice. If the Corporation and such holders representing a majority of
the  outstanding  shares of the Series B Stock shall fail to reach an  agreement
with respect to all objections or changes,  then the Corporation shall engage an
independent  investment  bank or appraisal  firm  reasonably  acceptable to such
holders to deliver  an opinion as to the fair value of the Common  Stock,  which
amount shall be determined without taking into account any minority or liquidity
discount.  A copy of such opinion  shall be promptly  provided to the holders of
the Series B Stock.

                  (C)  MECHANICS OF  CONVERSION.  In the case of a conversion at
the option of the holder of record thereof,  before any holder of Series B Stock
shall be  entitled to convert  the same into  shares of Common  Stock,  it shall
surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or its transfer agent for the Series B Stock,  and shall give
written notice to the  Corporation of the election to convert the same and shall
state therein the name or names in which the  certificate  of  certificates  for
shares of Common  Stock are to be  issued.  In the case of a  conversion  at the
option of the Corporation, before any holder of Series B Stock shall be entitled
to  receive  the  shares  of  Common  Stock to which  it is  entitled,  it shall

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surrender the certificate or certificates therefor, duly endorsed, at the office
of the Corporation or its transfer agent for the Series B Stock. The Corporation
shall,  as soon as  practicable  thereafter  and in any  case  within  five  (5)
business days of the  Corporation's  receipt of the notice of conversion (in the
case of a  conversion  at the  option  of the  holder)  and such  duly  endorsed
certificate or certificates,  issue and deliver at such office to such holder of
Series B Stock,  or to the nominee or nominees of such holder,  a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid;  provided that such holder or nominee(s),  as the case
may be, shall be deemed to be the owner of record of such Common Stock as of the
date that written notice is given to the  Corporation of such holder's  properly
completed and executed election to convert and the surrender of the certificates
representing the Series B Stock being converted, duly endorsed, at the office of
the  Corporation or its transfer agent (or an  indemnification  agreement as set
forth in Section 6(c) hereof in case such certificates have been lost, stolen or
destroyed).  A  certificate  or  certificates  will be issued for the  remaining
shares of Series B Stock in any case in which  fewer  than all of the  shares of
Series B Stock represented by a certificate are converted.

                  (D) ISSUE TAXES. The Corporation shall pay all issue taxes, if
any,  incurred in respect of the issue of shares of Common Stock on  conversion.
If a holder of shares  surrendered  for conversion  specifies that the shares of
Common  Stock to be  issued  on  conversion  are to be issued in a name or names
other than the name or names in which such  surrendered  shares stand,  then the
Corporation shall not be required to pay any transfer or other taxes incurred by
reason of the  issuance of such  shares of Common  Stock to the name of another,
and  if  the  appropriate  transfer  taxes  shall  not  have  been  paid  to the
Corporation  or the  transfer  agent  for  the  Series  B Stock  at the  time of
surrender  of the  shares  involved,  the  shares of Common  Stock  issued  upon
conversion  thereof  may be  registered  in the  name  or  names  in  which  the
surrendered shares were registered, despite the instructions to the contrary.

                  (E) VALID  ISSUANCE.  All shares of Common  Stock which may be
issued in connection with the conversion  provisions set forth herein will, upon
issuance by the Corporation,  be validly issued,  fully paid and  nonassessable,
free from  preemptive  rights  and free from all taxes,  liens or  charges  with
respect thereto created or imposed by the Corporation.

         7.       ADJUSTMENT OF FIXED  CONVERSION  PRICE.  The number and kind
of securities  issuable upon the  conversion of the Series B Stock and the Fixed
Conversion  Price shall be subject to adjustment from time to time in accordance
with the following provisions:

                  (A)  REORGANIZATION.  RECLASSIFICATION.  In  the  event  of  a
reorganization, share exchange, or reclassification,  other than a change in par
value, or from par value to no par value, or from no par value to par value or a
transaction  described  in Section  7(b) or 7(c)  below,  each share of Series B
Stock shall, after such reorganization,  share exchange or reclassification,  be
convertible at the option of the Corporation  into the kind and number of shares
of stock and/or other  securities,  cash or other  property  which the holder of
such share of Series B Stock  would have been  entitled to receive if the holder
had held the Common Stock  issuable  upon  conversion  of such share of Series B
Stock   immediately   prior   to  such   reorganization,   share   exchange   or
reclassification.

                                       8
<PAGE>

                  (B)  CONSOLIDATION,  MERGER.  In  the  event  of a  merger  or
consolidation to which the Corporation is a party,  each share of Series B Stock
shall,  after such merger or consolidation,  be convertible at the option of the
Corporation into the kind and number of shares of stock and/or other securities,
cash or other  property  which the holder of such share of Series B Stock  would
have been  entitled to receive if the holder had held the Common Stock  issuable
upon  conversion  of such  share  of  Series B Stock  immediately  prior to such
consolidation  or merger plus all accrued and unpaid dividends on such shares of
Series B Stock through the conversion.

                  (C) SUBDIVISION OR COMBINATION OF SHARES.  In case outstanding
shares of Common Stock shall be subdivided,  the Fixed Conversion Price shall be
proportionately  reduced as of the effective date of such subdivision,  or as of
the date a record is taken of the  holders  of  shares  of Common  Stock for the
purpose of so subdividing,  whichever is earlier.  In case outstanding shares of
Common  Stock  shall  be  combined,   the  Fixed   Conversion   Price  shall  be
proportionately increased as of the effective date of such combination, or as of
the date a record is taken of the  holders  of  shares  of Common  Stock for the
purpose of so combining, whichever is earlier.

                  (D) STOCK DIVIDENDS. In case shares of Common Stock are issued
as a dividend or other  distribution  on the Common  Stock (or such  dividend is
declared), the Fixed Conversion Price shall be adjusted, as of the date a record
is taken of the holders of shares of Common  Stock for the purpose of  receiving
such dividend or other  distribution  (or if no such record is taken,  as at the
earliest of the date of such  declaration,  payment or other  distribution),  to
that  price  determined  by  multiplying  the Fixed  Conversion  Price in effect
immediately  prior  to such  declaration,  payment  or other  distribution  by a
fraction  (i) the  numerator  of which  shall be the  number of shares of Common
Stock  outstanding  immediately  prior to the  declaration  or  payment  of such
dividend or other  distribution,  and (ii) the denominator of which shall be the
total  number  of  shares  of Common  Stock  outstanding  immediately  after the
declaration or payment of such dividend or other distribution. In the event that
the Corporation shall declare or pay any dividend on the Common Stock payable in
any right to acquire  Common Stock for no  consideration,  then the  Corporation
shall be deemed to have made a dividend  payable in Common Stock in an amount of
shares  equal to the maximum  number of shares  issuable  upon  exercise of such
rights to acquire Common Stock.

                  (E)  ISSUANCE  OF SHARES OF COMMON  STOCK  BELOW  FAIR  MARKET
VALUE.  If the Corporation  shall,  at any time or from time to time,  issue any
Common Stock (which term, for purposes of this  subsection  (e), shall be deemed
to include all other securities  exchangeable or exercisable for, or convertible
into, Common Stock, or options to purchase or other rights to subscribe for such
exchangeable or convertible securities),  in each case other than Excluded Stock
(as defined below),  for no consideration or for a consideration  per share less
than the Fair Market Value for such Common Stock for the date immediately  prior
to such issue (A "DILUTIVE ISSUANCE"),  then in such event, the Fixed Conversion
Price in  effect  immediately  prior to each  such  Dilutive  Issuance  shall be
reduced,  concurrently  with  each  such  issue,  to a price  equal to the Fixed
Conversion  Price in effect  immediately  prior to such event  multiplied by the
quotient  obtained by dividing  (i) an amount  equal to (x) the total  number of
shares of Common Stock  outstanding  immediately prior to such Dilutive Issuance
plus (y) the  aggregate  number of shares of Common  Stock  which the  aggregate

                                       9
<PAGE>

consideration  received (or deemed to have been received) by the Corporation for
the total  number of shares of Common  Stock  issued in such  Dilutive  Issuance
would  purchase  at the Fair Market  Value  immediately  prior to such  Dilutive
Issuance  by (ii) the  total  number  of  shares  of  Common  Stock  outstanding
immediately after such Dilutive Issuance.

For the purposes of any  adjustment of the Fixed  Conversion  Price  pursuant to
this subsection (e), the following provisions shall be applicable:

                                    (A) In case of the  issuance of Common Stock
                           for  consideration  in whole or in part for cash, the
                           consideration  shall be  deemed  to be the  amount of
                           cash paid  therefor,  plus the value of any  property
                           other  than  cash  received  by  the  Corporation  as
                           determined in accordance with clause (B) below.

                                    (B) In case of the  issuance of Common Stock
                           for  consideration in whole or in part in property or
                           consideration  other  than  cash,  the  value of such
                           property  or  consideration  other than cash shall be
                           deemed to be the fair value  thereof as determined in
                           good  faith  by  the  Board,   irrespective   of  any
                           accounting treatment.

                                    (C) In case of the issuance of(x) options to
                           purchase or rights to subscribe for Common Stock, (y)
                           securities   convertible  into  or  exchangeable  for
                           Common  Stock or (z) options to purchase or rights to
                           subscribe  for  such   convertible  or   exchangeable
                           securities:  (I)  the  aggregate  maximum  number  of
                           shares of Common Stock  deliverable  upon exercise of
                           such options to purchase,  or rights to subscribe for
                           Common  Stock  shall be deemed to have been issued at
                           the time such options or rights were issued and for a
                           consideration equal to the consideration  (determined
                           in the manner provided in clauses (A) and (B) above),
                           if any, received by the Corporation upon the issuance
                           of such  options or rights  plus the  purchase  price
                           provided in such  options or rights for the shares of
                           Common  Stock  covered  thereby;  (2)  the  aggregate
                           maximum number of shares of Common Stock  deliverable
                           upon  conversion  of, or in  exchange  for,  any such
                           convertible  or  exchangeable  securities or upon the
                           exercise  of  options  to  purchase,   or  rights  to
                           subscribe  for,  such   convertible  or  exchangeable
                           securities  and  subsequent  conversion  or  exchange
                           thereof  shall be deemed  to have been  issued at the
                           time such  securities  were issued or such options or
                           rights were issued and for a  consideration  equal to
                           the consideration received by the Corporation for any
                           such securities and related  options or rights,  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  (determined in the manner provided
                           in  clauses  (A)  and  (B)  above);  and  (3)  on the
                           expiration   of  any   right  or  option  or  on  the
                           termination  of any right to convert or exchange  any
                           convertible  or  exchangeable  securities,  the Fixed

                                       10
<PAGE>

                           Conversion  Price then in effect  shall  thereupon be
                           readjusted  to the  Fixed  Conversion  Price as would
                           have been in effect had the adjustment  made upon the
                           granting  or  issuance  of such  rights or options or
                           convertible or exchangeable securities been made upon
                           the basis of the  issuance or sale of only the number
                           of shares of Common  Stock  actually  issued upon the
                           exercise  of such  options  or  rights  or  upon  the
                           conversion  or  exchange  of  such   convertible   or
                           exchangeable securities.

                           As used  herein,  "EXCLUDED  SHARES"  shall  mean (i)
shares of Common Stock issued upon conversion of, or distributions  with respect
to, (i) any Series B Stock;  (ii) shares of Common Stock  issued upon  exercise,
exchange or conversion of any  securities of the  Corporation  outstanding as of
the Original  Issue Date;  (iii)  shares of Common Stock issued in  transactions
described  in Section  7(a),  (b) or (c), and (IV) shares of common stock issued
under employee benefit plans of the corporation (THE "PLANS").

                  (F) EXTRAORDINARY DIVIDENDS. In case the Corporation shall fix
a record  date for the making of a dividend  or  distribution  to all holders of
Common  Stock  of  capital  stock  (other  than  Common  Stock),   evidences  of
indebtedness,  assets, or rights, options or warrants to subscribe for, or other
securities  convertible  into or exercisable or exchangeable  for, capital stock
(excluding  any cash  dividends),  then in each such  case the Fixed  Conversion
Price shall be  adjusted  so that after such  record  date the Fixed  Conversion
Price shall equal the price  determined by multiplying  the Conversion  Price in
effect  immediately  prior to the close of  business  on such  record  date by a
fraction  of which the  numerator  shall be the Fair  Market  Value per share of
Common  Stock on such record date less the fair market value (as  determined  in
good  faith by the Board) of the  portion of the  capital  stock,  evidences  of
indebtedness,  assets or rights, options or warrants so distributed with respect
to each share of Common  Stock and the  denominator  of which  shall be the Fair
Market  Value per share of Common  Stock on such record  date.  Such  adjustment
shall be made whenever any such extraordinary dividend is made, and shall become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders entitled to receive such extraordinary dividend.

                  (G)      OTHER  PROVISIONS   APPLICABLE  TO  ADJUSTMENT  UNDER
THIS SECTION.  The following provisions will be applicable to the adjustments in
the Fixed Conversion Price as provided in this Section 7:

                           (I) MINIMUM  ADJUSTMENT.  No  adjustment of the Fixed
                  Conversion  Price  shall  be MADE IF the  amount  of any  such
                  adjustment  would be an amount less than one  percent  (1%) of
                  the Fixed Conversion Price then in effect, but any such amount
                  shall be carried  forward and an adjustment in respect thereof
                  shall be made at the time of and together with any  subsequent
                  adjustment  which,  together  with such  amount  and any other
                  amount or amounts  so  carried  forward,  shall  aggregate  an
                  increase or decrease of one percent (1%) or more.

                           (II)     CERTAIN  ADJUSTMENTS.  The Fixed  Conversion
                  Price  shall  not be  adjusted upward except in the event of a
                  combination of the  outstanding  shares of Common Stock into a
                  smaller number of shares of Common Stock.

                                       11
<PAGE>
                  (H)  NOTICES OF  ADJUSTMENTS.  Whenever  the Fixed  Conversion
Price is  adjusted  as herein  provided,  an  officer of the  Corporation  shall
compute the adjusted the Fixed Conversion Price in accordance with the foregoing
provisions and shall prepare a written  certificate  setting forth such adjusted
Fixed  Conversion  Price  and  showing  in  detail  the facts  upon  which  such
adjustment is based, and such written  instrument shall promptly be delivered to
the recordholders of shares of Series B Stock.

         8.       REDEMPTION.

                  (A) REDEMPTION BY THE  CORPORATION.  The Series B Stock may be
redeemed,  at the option of the Corporation upon not less than thirty (30) days'
prior  written  notice,  in whole or in part,  at a price per share equal to one
hundred  percent  (100%) of the Series B Stock  Issue Price plus all accrued and
unpaid dividends to the date of redemption (the date the Corporation redeems the
Series B Stock,  whether  at the  option  of the  Corporation  pursuant  to this
Section 8(a), at the option of any holder of Series B Stock  pursuant to Section
8(b) or upon an initial  public  offering  pursuant to Section  8(c)  below,  is
referred to herein as the  "REDEMPTION  DATE")  provided that the holders of the
Series B Stock shall be able to exercise  the  conversion  rights  described  in
Section 6 hereof at any time prior to the Redemption Date.

                  (B)  REDEMPTION  UPON THE  OCCURRENCE  OF AN EVENT OF DEFAULT.
Upon the  occurrence  of any  Series B Stock  Event of  Default  (as  defined in
Section 8(e) below), any holder of shares of Series B Stock shall have the right
to require  (by written  notice  delivered  to the  corporation  (the  "HOLDERS'
REDEMPTION  DEMAND"),  within  sixty  (60) days after  such  holder or  holders'
receipt of the Series B Stock  Event of  Default  Notice (as  defined in Section
8(e) below)), the Corporation to redeem no later than thirty (30) days after the
Corporation's  receipt of the Holders'  Redemption  Demand all or any portion of
the Series B Stock owned by such holder or holders at a price per share equal to
one hundred  percent (100%) of the Series B Stock Issue Price,  plus all accrued
and unpaid  dividends  on the shares of Series B Stock to be so  redeemed to the
Redemption  Date.  In the event that the Holders'  Redemption  Demand is made by
less than all of the  holders of shares of the Series B Stock,  the  Corporation
shall  give  written  notice  of such  Holders'  Redemption  Demand to the other
holders of shares of Series B Stock, which notice shall (i) state the Redemption
Date,  which  date  should  be  not  later  than  thirty  (30)  days  after  the
Corporation's  receipt of the Holders'  Redemption  Demand, and (ii) be given at
least ten (10)  days  prior to such  Redemption  Date.  Upon the  giving of such
notice,  each holder of shares of Series B Stock may demand redemption of all or
any portion of such holder's Series B Stock by mailing written notice thereof to
the  corporation  at least  five (5) days  prior  to the  Redemption  Date.  The
Corporation  will redeem all shares of Series A Stock as to which  rights  under
this subsection have been exercised within thirty (30) days after receipt of the
Holders' Redemption Demand.

                  (C)  REDEMPTION  UPON AN  INITIAL  PUBLIC  OFFERING.  Upon the
closing  of an  underwritten  public  offering  of  Common  Stock  by means of a
registration  statement  filed by the  Corporation  under the  Securities Act of
1933, as amended, which offering does not exclusively relate to securities under
an employee  stock option,  bonus or other  compensation  plan,  and yields cash

                                       12
<PAGE>

proceeds to the  Corporation of not less than  $15,000,000  (net of underwriting
discounts and other expenses and including  proceeds received by the Corporation
upon exercise of any  over-allotment  option by  underwriters),  the Corporation
shall redeem,  for cash, all of the then outstanding shares of Series A Stock at
a price per share  equal to one  hundred  percent  (100%) of the  Series B Stock
Issue Price plus an amount equal to all unpaid dividends  accrued thereon to the
Redemption  Date.  The  Corporation  shall  provide to the  holders of shares of
Series B Stock prior written  notice of any such  underwritten  public  offering
thirty (30) days prior to the estimated date such offering will be consummated.

                  (D) REDEMPTION PROCEDURE.  On or prior to the Redemption Date,
the  Corporation  shall  deposit  the Series B Stock  Issue Price plus an amount
equal to all accrued and unpaid dividends on all outstanding  shares of series b
stock to be so redeemed to the redemption date (the  "REDEMPTION  PRICE") with a
bank or trust  corporation  having  aggregate  capital  and surplus in excess of
$500,000,000  as a trust fund for the benefit of the holders of shares of Series
B  Stock,  with  irrevocable  instructions  and  authority  to the bank or trust
corporation  to pay the  Redemption  Price for such  shares to their  respective
holders  on or after the  Redemption  Date upon  receipt of the  certificate  or
certificates of the shares of Series B Stock to be redeemed.  If the Corporation
makes such deposit in full,  from and after the  Redemption  Date, all rights of
the  holders  of shares of Series B Stock as holders of shares of Series B Stock
(except  the right to  receive  the  Redemption  Price upon  surrender  of their
certificate  or  certificates)  shall cease as to those shares of Series B Stock
being redeemed, and such shares shall not thereafter be transferred on the books
of the Corporation or be deemed to be outstanding for any purpose whatsoever. If
the Corporation does not make such deposit in full, all rights of the holders of
shares of Series B Stock  being  redeemed as holders of shares of Series B Stock
shall not cease as to any share until  payment in full of the  Redemption  Price
for such  share  being  redeemed  and until such time such  share  shall  remain
outstanding  and shall be  entitled to all the rights and  preferences  provided
herein. If on the Redemption Date the funds of the Corporation legally available
for redemption of shares of Series B Stock are  insufficient to redeem the total
number of shares of Series B Stock and Parity Securities required to be redeemed
on such  date,  then the  Corporation  will use those  funds  which are  legally
available  therefor to redeem the maximum  possible number of shares of Series B
Stock and Parity  Securities  ratably among the holders of such securities to be
redeemed based upon their holdings of Series B Stock and Parity  Securities,  as
applicable. Payments shall first be applied against accrued and unpaid dividends
and  thereafter  against the remainder of the  Redemption  Price.  The shares of
Series B Stock not  redeemed  shall remain  outstanding  and entitled to all the
rights and preferences  provided herein.  At any time thereafter when additional
funds of the Corporation  are legally  available for the redemption of shares of
Series B Stock, such funds will immediately be used to redeem the balance of the
shares of Series B Stock to be redeemed.  No  dividends  or other  distributions
shall be  declared  or paid on, nor shall the  Corporation  redeem,  purchase or
acquire  any Junior  Securities,  unless the  Redemption  Price of all shares of
Series B Stock to be redeemed shall have been paid in full.

                  (E) EVENTS OF  DEFAULT.  A "SERIES B STOCK  EVENT OF  DEFAULT"
                  shall be deemed to occur if:


                                       13
<PAGE>

                           (i) the Corporation  fails to pay any dividend on the
                  Series B Stock in the amounts contemplated by Section 4 hereof
                  on any Dividend Payment Date, and such failure continues for a
                  period of  thirty  (30) days  after  the  applicable  Dividend
                  Payment Date; or

                           (ii)  the   Corporation   defaults   in  making   any
                  redemption  payment that it is  obligated  to make  hereunder;
                  whether  or  not  such  payment  is  legally   permissible  or
                  conflicts with any other agreement to which the Corporation or
                  any of its  subsidiaries  is a party or by which any of its or
                  their respective assets are bound; or

                           (iii)  the  Corporation  or any  of its  subsidiaries
                  which would be a "significant  subsidiary" pursuant to Article
                  1-02 of Regulation S-X ("MATERIAL  SUBSIDIARY") pursuant to or
                  within the meaning of any law under Title 11 of the U.S.  Code
                  or any similar Federal, state or foreign law for the relief of
                  debtors ("BANKRUPTCY LAW"):

                  (A)               commences  a  voluntary  case or  proceeding
                                    with respect to itself,

                  (B)               consents to the entry of an order for relief
                                    against  it  in  an   involuntary   case  or
                                    proceeding,

                  (C)               consents to the  appointment  of a receiver,
                                    trustee, assignee, liquidator,  sequestrator
                                    or similar official under any Bankruptcy Law
                                    ("Custodian")  of  it  or  for  all  or  any
                                    material part of its property,

                  (D)               makes a general  assignment  for the benefit
                                    of its creditors,

                  (E)               consents to or acquiesces in the institution
                                    of  bankruptcy  or  insolvency   proceedings
                                    against it,

                  (F)               shall  generally not pay its debts when such
                                    debts  become due or shall  admit in writing
                                    its inability to pay its debts generally, or

                  (G)               takes any corporate action in furtherance of
                                    or   to   facilitate,    conditionally    or
                                    otherwise, any of the foregoing; or

                           (iv)     a court of competent  jurisdiction enters a
                  decree,  judgment or order under any Bankruptcy Law that:

                  (A)               is for relief against the Corporation or any
                                    Material Subsidiary of the Corporation in an
                                    involuntary case or proceeding,

                  (B)               appoints a Custodian of the  Corporation  or
                                    of   any   Material    Subsidiary   of   the
                                    Corporation for all or substantially  all of
                                    its properties, or

                                       14
<PAGE>

                  (C)               orders the winding up or  liquidation of the
                                    Corporation or of any Material Subsidiary of
                                    the Corporation,  and in each case the order
                                    or decree remains unstayed and in effect for
                                    sixty (60) days.

                  If a Series B Stock Event of Default occurs and is continuing,
in addition to any other  notices  required  pursuant to this  Certificate,  the
Corporation  must, within thirty (30) days after the occurrence of such Series B
Stock Event of Default,  give to the holders of shares of Series B Stock  notice
of such  Series B Stock  Event  of  Default,  including  a  reasonably  detailed
description of the events causing such Series B Stock Event of Default,  and the
actions proposed to be taken by the Corporation in response thereto.

                  (F) FAILURE TO REDEEM.  If the  Corporation  shall fail at any
time to discharge its  obligation to redeem shares of Series B Stock pursuant to
Section  8(b)  or (c) (a  "Mandatory  Redemption  Obligation"),  such  Mandatory
Redemption  Obligation shall be discharged as soon as the Corporation is able to
discharge  such  Mandatory  Redemption  Obligation.  If and  for so  long as any
Mandatory Redemption Obligations shall not fully be discharged,  the Corporation
shall  not (i)  directly  or  indirectly,  purchase,  redeem  or  discharge  any
mandatory redemption, sinking fund or other similar obligation in respect of any
Parity  Securities  or  any  warrants,  rights  or  options  exercisable  for or
convertible  into any Parity  Securities  (except in connection with a mandatory
redemption,  sinking fund or other  similar  obligation to be satisfied pro rata
with any Mandatory Redemption Obligation relating to the Series A Stock) or (ii)
declare  or pay any  dividend  or make any  distribution  on,  or,  directly  or
indirectly, purchase, redeem or discharge any such mandatory redemption, sinking
fund or other  similar  obligation  in respect of any Junior  Securities  or any
warrants,  rights or  options  exercisable  for or  convertible  into any Junior
Securities.

         9.  SHARES TO BE  RETIRED.  All shares of the Series B Stock  redeemed,
exchanged  or purchased  by the  Corporation  shall be restored to the status of
authorized  but  unissued  shares  of  Preferred  Stock  and may  thereafter  be
redesignated  and  reissued  as  Preferred  Stock  other  than  Series  B Stock;
provided,  however  that  no  such  shares  may  thereafter  be  issued  by  the
Corporation  with rights or  privileges  ranking on a parity with, or senior to,
the Series B Stock without the affirmative  vote of the holders of a majority of
the shares of the Series B Stock, voting separately as a class.

         10. VOTING RIGHTS;  COVENANTS IN CERTAIN CIRCUMSTANCES.  The holders of
shares of Series B stock shall not be entitled to any voting  rights,  except as
otherwise  provided herein or by applicable law. In addition to the other voting
rights of the holders of the Series B Stock specified herein, for so long as any
shares of Series B Stock are outstanding,  the Corporation will not, and it will
cause its  subsidiaries  not to,  without the  affirmative  vote, or the written
consent  pursuant to the Florida  General  Corporation  Law, of the holders of a
majority of the outstanding shares of Series B Stock:

                  (a)  amend,  waive or  repeal  any  provisions  of, or add any
provision to, (i) this  Certificate or (ii) any provision of the  Certificate of
Incorporation  or  By-Laws  of the  Corporation  or  any  other  certificate  of
designation filed with the Secretary of State of Florida by the Corporation in a
manner  that would  adversely  effect or impair the rights of the holders of the
Series B Stock;

                                       15
<PAGE>

                  (b) merge or  consolidate  with any other  corporation,  other
than a merger in which the  Corporation is the survivor and the  stockholders of
the Corporation  immediately  prior thereto continue to represent at least fifty
percent  (50%) of the  combined  voting  power of the voting  securities  of the
Corporation outstanding immediately after such merger or consolidation; or

                  (c)      sell or dispose of all or substantially all of the
Corporation's assets.

SERIES C PREFERRED STOCK

         1.  DESIGNATION.  The shares of such series of Preferred Stock shall be
designated  "Series  C  Cumulative   Accelerating  Redeemable  Preferred  Stock"
(referred to herein as the "SERIES C STOCK").

         2. AUTHORIZED NUMBER. The authorized number of shares  constituting the
Series C Stock shall be one thousand (1 ,000).

         3.  RANKING.  The Series C Stock shall rank,  as to dividends  and upon
liquidation,  dissolution,  winding-up  or  otherwise,  senior  and prior to the
Common  Stock  and to all  other  classes  or  series  of  stock  issued  by the
Corporation,  other than with respect to the  Corporation's  Series B Cumulative
Accelerating   Redeemable   Preferred   Stock  (the   "Series  B  Stock"),   the
Corporation's Series D Cumulative  Accelerating  Redeemable Preferred Stock (the
"Series  D  Stock"),  and the  Corporation's  Series E  Cumulative  Accelerating
Redeemable Preferred Stock (the "Series E Stock"). The Series C Stock will rank,
as to upon dividends, liquidation,  dissolution,  winding-up and otherwise, pari
passu with the  Series B Stock and Series D Stock.  The Series C Stock will rank
as to  liquidation,  dissolution,  winding-up  and otherwise pari passu with the
Series E Stock; provided, however, the Series C Stock will rank senior and prior
to the Series E Stock as to any  dividends  provided  for in the Series C Stock.
(All  equity  securities  of the  Corporation  to which the Series C Stock ranks
prior,  whether  with respect to  dividends  or upon  liquidation,  dissolution,
winding up or otherwise,  including the Common Stock, are collectively  referred
to herein as "JUNIOR SECURITIES";  all equity securities of the Corporation with
which the Series C Stock ranks on a parity (including the Series B Stock and the
Series D Stock as to liquidation,  dissolution,  winding-up or dividends, and as
to the Series E stock in liquidation,  dissolution or winding-up,  but not as to
dividends),  are collectively  referred to herein as "PARITY  SECURITIES.")  The
Corporation  shall not have or create any class of stock ranking on parity with,
or senior to, the Series C Stock without the affirmative  vote of the holders of
a majority of the shares of Series C Stock, voting separately as a class.

         4.       DIVIDENDS.

                  (A) DIVIDEND  ACCRUAL AND PAYMENT.  From and after the date of
issuance  of the  Series C Stock  (the  "ORIGINAL  ISSUE  DATE"  ),  compounding
cumulative  cash  dividends  shall accrue on the shares of Series C Stock at the
initial annual rate (subject to reset in accordance with Section 4(d) hereof) of
9.0% per share  (expressed as a percentage  of the $5,000 per share  liquidation

                                       16
<PAGE>

preference set forth in section 5(a) hereof plus, as described below, the amount
of arrearages in the payment of dividends (THE "DIVIDEND RATE").  The holders of
shares of Series C Stock shall be entitled to receive such dividends when and as
declared  by the  Board,  in cash,  out of  assets  legally  available  for such
purpose,  quarterly in arrears on the tenth (10th) day of May, August,  November
and February of each year (each of such dates being a "DIVIDEND  PAYMENT DATE"),
commencing May 10, 2001.  Such dividends  shall be paid to the holders of record
at the close of  business  on the date  specified  by the Board at the time such
dividend is declared,  provided,  however, that such date shall not be more than
sixty (60) nor less than ten (10) days prior to the applicable  Dividend Payment
Date.  Dividends on the Series C Stock shall be  compounding  cumulative so that
if, for any dividend  accrual  period,  cash  dividends at the rate  hereinabove
specified  are not  declared  and paid or set aside for  payment,  the amount of
accrued  but  unpaid  dividends  shall  accumulate  and  shall  be  added to the
dividends  payable  for  subsequent   dividend  accrual  periods  and  upon  any
redemption of shares of Series C Stock and the amount of such arrearages  shall,
for  purposes  of  calculating  the  amount of  dividends  accruing  after  such
arrearage  occurs,  be added to the amount upon which dividends  accrue.  If the
Original Issue Date is on a date which does not coincide with a Dividend Payment
Date, then the initial dividend  accrual period  applicable to such shares shall
be the period from the Original  Issue Date to the  Dividend  Payment Date which
next occurs  after the Original  Issue Date.  If the date fixed for payment of a
final  liquidating  distribution on any shares of Series C Stock, or the date on
which  any  shares  of Series C Stock are  redeemed,  does not  coincide  with a
Dividend  Payment Date,  then subject to the provisions  hereof relating to such
payment or  redemption,  the final dividend  accrual  period  applicable to such
shares shall be the period from whichever of May,  August,  November or February
most  recently  precedes  the date of such  payment or  redemption  through  the
effective  date of such payment or redemption.  The rate at which  dividends are
paid  shall  be  adjusted   for  any   combinations   or  divisions  or  similar
recapitalizations  affecting the shares of Series C Stock. So long as any shares
of Series C Stock are  outstanding,  (i) the amount of all  dividends  paid with
respect to the shares of Series C Stock  pursuant to this  Section 4(a) shall be
paid pro rata to the  holders  entitled  thereto  and (ii)  holders of shares of
Series C Stock shall be entitled to receive the  dividends  provided for in this
Section 4(a) in preference to and in priority over any dividends upon any Junior
Securities.

                  (B)  DIVIDEND   LIMITATION  ON  PARITY  SECURITIES.   No  full
dividends shall be declared by the Board or paid or set apart for payment by the
Corporation  on any Parity  Securities  for any period  unless full  compounding
cumulative  dividends  have been or  contemporaneously  are declared and paid or
declared and a sum set apart  sufficient  for such payment on the Series C Stock
for all dividend payment periods  terminating on or prior to the date of payment
of such full dividends on such Parity Securities.  If any dividends are not paid
in full,  as  aforesaid,  upon the  shares  of  Series  C Stock  and any  Parity
Securities,  all dividends declared upon shares of Series C Stock and any Parity
Securities  shall  be  declared  pro rata so that the  amount  of the  dividends
declared  per share of Series C Stock and such  Parity  Securities  shall in all
cases bear to each other the same ratio that  accrued and unpaid  dividends  per
share on the Series C Stock and such Parity Securities bear to each other.

                  (C) DIVIDEND  LIMITATION ON JUNIOR SECURITIES.  So long as any
shares of Series C Stock are outstanding, the Corporation shall not declare, pay
or set apart for  payment,  any  dividend on any Junior  Securities  or make any
payment on account  of, or set apart for  payment,  money for a sinking or other
similar fund for, the purchase,  redemption or other  retirement  of, any Junior

                                       17
<PAGE>

Securities or any warrants, rights, calls or options exercisable or exchangeable
for or  convertible  into any Junior  Securities,  or make any  distribution  in
respect thereof, either directly or indirectly, and whether in cash, obligations
or shares of the  Corporation or other  property  (other than  distributions  or
dividends  payable in Junior  Securities  to the  HOLDER OF JUNIOR  SECURITIES),
UNLESS prior to, or concurrently with, such declaration,  payment, setting apart
for payment, purchase,  redemption (or other retirement) or distribution, as the
case may be, all  accrued and unpaid  dividends  on the shares of Series C Stock
not paid on the dates  provided  for in Section 4(a) hereof shall have been paid
in full in cash.

                  (D) DIVIDENDS ON FRACTIONAL  SHARES.  Each fractional share of
Series C Stock outstanding shall be entitled to a ratably  proportionate  amount
of all  dividends  accruing with respect to each  outstanding  share of Series C
Stock  pursuant to Section 4(a) hereof,  and all such  dividends with respect to
such  outstanding  fractional  shares shall be fully cumulative and shall accrue
(whether or not  declared),  and shall be payable in the same manner and at such
times as provided  for in Section  4(a) hereof with respect to dividends on each
outstanding share of Series C Stock.

                  (E) DIVIDEND RATE ADJUSTMENT. If all of the shares of Series C
Stock are not redeemed or converted on or prior to the third  anniversary of the
Original  Issue  Date,  then from and after the  three-year  anniversary  of the
Original Issue Date, the Dividend Rate shall be 20%.

                                       18
<PAGE>


         5.       LIQUIDATION

                  (A) LIQUIDATION PROCEDURE.  Upon any liquidation,  dissolution
or winding up of the Corporation,  whether voluntary or involuntary, the holders
of  shares of Series C Stock  shall be  entitled,  before  any  distribution  or
payment is made upon any Junior  Securities,  to be paid an amount  equal to (i)
$5,000 per share of Series C Stock,  representing the liquidation preference per
share of the Series C Stock (as  adjusted  for any  combinations,  divisions  or
similar recapitalizations affecting the shares of Series C Stock) (the "SERIES C
STOCK ISSUE PRICE"),  plus (ii) all accrued and unpaid dividends on the Series C
Stock  to such  date  (together  with  the  Series  C  Stock  issue  price,  the
"LIQUIDATION PAYMENTS").  If upon any liquidation,  dissolution or winding up of
the Corporation,  whether voluntary or involuntary, the assets to be distributed
among the  holders  of shares of Series C Stock and Parity  Securities  shall be
insufficient  to permit  payment  in full to the  holders  of shares of Series C
Stock and any Parity Securities of the distributions to which they are entitled,
then the holders of all such securities shall share ratably in such distribution
of  assets  in  accordance  with  the  amount  which  would be  payable  on such
distribution if the amounts to which the holders of outstanding shares of Series
C Stock and Parity Securities are entitled were paid in full. A consolidation or
merger of the Corporation with or into any other  corporation or corporations or
other entity (other than a merger in which the  Corporation  is the survivor and
the  stockholders  of the  Corporation  prior to such  merger  own  more  than a
majority of the voting securities of the Corporation  following such merger),  a
transaction or a series of related transactions in which the stockholders of the
Corporation  transfer a majority of the voting  securities of the Corporation to
any  person or a sale,  lease or  transfer  of all or  substantially  all of the
assets of the Corporation shall be deemed to be a liquidation,  dissolution,  or
winding  up of the  corporation  as  those  terms  are used in this  Section  5;
provided, however, that no such consolidation,  merger, transaction or series of
related transactions that is approved in accordance with Section 11 hereof shall
be deemed to be a liquidation, dissolution or winding up of the Corporation. The
Corporation  shall  provide to holders of shares of Series C Stock  thirty  (30)
days' prior written  notice of any such sale,  conveyance,  exchange,  transfer,
consolidation or merger.

                  (B) REMAINING  ASSETS.  Upon any  liquidation,  dissolution or
winding up of the  Corporation,  whether  voluntary  or  involuntary,  after the
holders of shares of Series C Stock shall have been paid in full the Liquidation
Payments, the remaining assets of the Corporation may be distributed ratably per
share in order of preference  to the holders of Junior  Securities in accordance
with their respective terms.

                  (C) NOTICE OF  LIQUIDATION.  Written  notice of a liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
stating a payment  date,  the amount of the  Liquidation  Payments and the place
where  said  Liquidation  Payments  shall  be  payable,  shall be given by mail,
postage prepaid, not less than thirty (30) days prior to the payment date stated
therein, to each holder of record of shares of Series C Stock at his post office
addresses as shown by the records of the Corporation.

                                       19
<PAGE>

                  (D) FRACTIONAL SHARES.  The Liquidation  Payments with respect
to each  outstanding  fractional  share of  Series  C Stock  shall be equal to a
ratably  proportionate  amount of the Liquidation  Payments with respect to each
outstanding share of Series C Stock.

         6.       CONVERSION.  The  holders  of shares of Series C Stock  shall
have the  following  conversion rights:

                  (A)  CONVERSION.  Subject to the  limitations set forth below,
each share of the Series C Stock shall be  convertible  at any time in whole but
not in part, unless previously  redeemed,  at the option of the holder of record
thereof,  into the number of fully paid and nonassessable shares of Common Stock
equal  to the  quotient  obtained  by  dividing  (i) the  aggregate  liquidation
preference of the share of Series C Stock being converted by (ii) the Conversion
Price (as defined in Section  6(b) below) then in effect upon  surrender  to the
Corporation   or  its  transfer  agent  of  the   certificate  or   certificates
representing  the Series C Stock to be converted,  as provided  below, or if the
holder notifies the  Corporation or its transfer agent that such  certificate or
certificates  have  been  lost,  stolen or  destroyed,  upon the  execution  and
delivery of an agreement  satisfactory  to the  Corporation  to  indemnify'  the
Corporation  from  any  losses  incurred  by it  in  connection  therewith.  The
conversion rights herein provided shall be apportioned ratably among the holders
of the  Series C Stock in  proportion  to the number of shares of Series C Stock
owned by such holders.

                  (B) CONVERSION PRICE; CONVERTED SHARES. The initial conversion
price of each share of the Series C Stock shall be equal to ninety percent (90%)
of the  average of the per share Fair  Market  Value (as  defined  below) of the
Common Stock for the twenty (20) consecutive trading days immediately  preceding
the date  notice of  conversion  is received by the  corporation  (the  "INITIAL
CONVERSION PRICE") (the Initial Conversion Price, as it may be adjusted pursuant
to the  terms  of  this  Section  6(b)  and  Section  7, is  referred  to as the
"CONVERSION PRICE"). The Conversion Price also shall be subject to adjustment as
provided  in Section 7 below.  If any  fractional  interest in a share of Common
Stock would be deliverable  upon  conversion of Series C Stock,  the Corporation
shall  pay in lieu of such  fractional  share  an  amount  in cash  equal to the
Conversion Price of such fractional share (computed to the nearest one hundredth
of a share) in effect at the close of  business on the date of  conversion.  Any
shares of Series C Stock which have been  converted  shall be cancelled  and all
dividends  on  converted  shares of Series C Stock shall cease to accrue and the
certificates  representing shares of Series C Stock so converted shall represent
the right to receive (i) such  number of shares of Common  Stock into which such
shares of  Series C Stock  are  convertible,  plus  (ii)  cash  payable  for any
fractional share,  plus (iii) all accrued but unpaid dividends  relating to such
shares of Series C Stock through the date of conversion.  Upon the conversion of
shares of Series C Stock as provided in this  Section 6, the  Corporation  shall
promptly pay all amounts described in the previous sentence to the holder of the
shares of Series C Stock being converted.  The Board shall at all times, so long
as any shares of Series C Stock remain outstanding,  reserve a sufficient number
of authorized but unissued  shares of Common Stock to be issued in  satisfaction
of the conversion rights and privileges aforesaid.

                  AS USED HEREIN,  "FAIR MARKET VALUE" means,  with respect to a
share of Common  Stock,  (a) if the shares are listed or admitted for trading on

                                       20
<PAGE>

any national  securities  exchange or included in The Nasdaq  National Market or
Nasdaq SmallCap  Market,  the last reported sales price per share as reported on
such  exchange  or Market;  (b) if the shares  are not  listed or  admitted  for
trading on any national  securities  exchange or included in The Nasdaq National
Market or Nasdaq SmallCap  Market,  the average of the last reported closing bid
and asked  quotation  per  share for the  shares  as  reported  on the  National
Association of Securities  Dealers  Automated  Quotation System  ("NASDAO") or a
similar service if NASDAQ is not reporting such  information;  (c) if the shares
are not listed or admitted  for trading on any national  securities  exchange or
included in The Nasdaq  National  Market or Nasdaq  SmallCap Market or quoted by
NASDAQ,  the average of the last reported bid and asked  quotation per share for
the  shares as quoted by a market  maker in the shares (or if there is more than
one market maker,  the bid and asked quotation shall be obtained from two market
makers and the average of the lowest bid and highest  asked  quotation).  In the
absence of any such listing or trading,  the Board shall determine in good faith
the per share fair value of the Common Stock, which  determination  shall be set
forth  in a  certificate  of  the  Secretary  of  the  Corporation.  If  holders
representing  a majority of the  outstanding  shares of Series C Stock object to
such determination,  such holders shall notify the Corporation in writing within
twenty  (20) days of the  delivery of such  determination  to the holders of the
Series C Stock,  specifying  in  reasonable  detail their  objections or changes
within  twenty (20) days of the  delivery to the  Corporation  of the  foregoing
objection notice. If the Corporation and such holders representing a majority of
the  outstanding  shares of the Series C Stock shall fail to reach an  agreement
with respect to all objections or changes,  then the Corporation shall engage an
independent  investment  bank or appraisal  firm  reasonably  acceptable to such
holders to deliver  an opinion as to the fair value of the Common  Stock,  which
amount shall be determined without taking into account any minority or liquidity
discount.  A copy of such opinion  shall be promptly  provided to the holders of
the Series C Stock.

                  (C)  MECHANICS  OF  CONVERSION.  In the case of a  conversion,
before any holder of Series C Stock  shall be  entitled to convert the same into
shares of Common Stock,  it shall  surrender  the  certificate  or  certificates
therefor,  duly endorsed, at the office of the Corporation or its transfer agent
for the Series C Stock,  and shall give written notice to the Corporation of the
election to convert the same and shall state  therein the name or names in which
the certificate of certificates for shares of Common Stock are to be issued. the
corporation shall, as soon as practicable thereafter and in any case within five
(5)  business  days of the  Corporation's  receipt of the notice of  conversion,
issue and  deliver at such  office to such  holder of Series C Stock,  or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder  shall be entitled as  aforesaid;
provided that such holder or nominee(s),  as the case may be, shall be deemed to
be the owner of record of such Common Stock as of the date that  written  notice
is given to the  Corporation  of such holder's  properly  completed and executed
election to convert  and the  surrender  of the  certificates  representing  the
Series C Stock being converted,  duly endorsed, at the office of the Corporation
or its transfer agent (or an  indemnification  agreement as set forth in Section
6(c) hereof in case such certificates  have been lost,  stolen or destroyed).  A
certificate or certificates  will be issued for the remaining shares of Series C
Stock in any case in  which  fewer  than  all of the  shares  of  Series C Stock
represented by a certificate are converted.

                  (D) ISSUE TAXES. The Corporation shall pay all issue taxes, if
any,  incurred in respect of the issue of shares of Common Stock on  conversion.

                                       21
<PAGE>

If a holder of shares  surrendered  for conversion  specifies that the shares of
Common  Stock to be  issued  on  conversion  are to be issued in a name or names
other than the name or names in which such  surrendered  shares stand,  then the
Corporation shall not be required to pay any transfer or other taxes incurred by
reason of the  issuance of such  shares of Common  Stock to the name of another,
and  if  the  appropriate  transfer  taxes  shall  not  have  been  paid  to the
Corporation  or the  transfer  agent  for  the  Series  C Stock  at the  time of
surrender  of the  shares  involved,  the  shares of Common  Stock  issued  upon
conversion  thereof  may be  registered  in the  name  or  names  in  which  the
surrendered shares were registered, despite the instructions to the contrary.

                  (E) VALID  ISSUANCE.  All shares of Common  Stock which may be
issued in connection with the conversion  provisions set forth herein will, upon
issuance by the Corporation,  be validly issued,  fully paid and  nonassessable,
free from  preemptive  rights  and free from all taxes,  liens or  charges  with
respect thereto created or imposed by the Corporation.

         7.       ADJUSTMENT  OF  CONVERSION  PRICE.  The  number  and  kind of
securities  issuable  upon  the conversion of the Series C Stock and the
Conversion  Price shall be subject to adjustment from time to time in accordance
with the following provisions:

                  (A)  REORGANIZATION,  RECLASSIFICATION.  In  the  event  of  a
reorganization, share exchange, or reclassification,  other than a change in par
value, or from par value to no par value, or from no par value to par value or a
transaction described in Section 7(b) below, each share of Series C Stock shall,
after such reorganization, share exchange or reclassification, be convertible at
the  option of the  holder  into the kind and  number of shares of stock  and/or
other  securities,  cash or other  property  which the  holder of such  share of
Series C Stock  would have been  entitled  to receive if the holder had held the
Common  Stock  issuable  upon  conversion  of  such  share  of  Series  C  Stock
immediately prior to such reorganization, share exchange or reclassification.

                  (B)  CONSOLIDATION,  MERGER.  In  the  event  of a  merger  or
consolidation to which the Corporation is a party,  each share of Series C Stock
shall,  after such merger or consolidation,  be convertible at the option of the
holder into the kind and number of shares of stock and/or other securities, cash
or other  property  which the holder of such share of Series C Stock  would have
been  entitled to receive if the holder had held the Common Stock  issuable upon
conversion  of  such  share  of  Series  C  Stock   immediately  prior  to  such
consolidation  or merger plus all accrued and unpaid dividends on such shares of
Series C Stock through the conversion.

         8.       REDEMPTION

                  (A) REDEMPTION BY THE  CORPORATION.  The Series C Stock may be
redeemed,  at the option of the  Corporation  upon not less than 30 days'  prior
written  notice,  in whole or in part, at a price per share equal to one hundred
percent  (100%) of the Series C Stock  Issue  Price plus all  accrued and unpaid
dividends to the date of redemption (the date the Corporation redeems the Series
C Stock, whether at the option of the Corporation pursuant to this Section 8(a),
at the option of any holder of Series C Stock  pursuant to Section  8(b) or upon
an initial public offering pursuant to Section 8(c) below, is referred to herein
as the "REDEMPTION  DATE") provided that the holders of the Series C Stock shall

                                       22
<PAGE>

be able to exercise the conversion  rights  described in Section 6 hereof at any
time prior to the Redemption Date.

                  (B)  REDEMPTION  UPON THE  OCCURRENCE  OF AN EVENT OF DEFAULT.
Upon the  occurrence  of any  Series C Stock  Event of  Default  (as  defined in
Section 8(e) below), any holder of shares of Series C Stock shall have the right
to require  (by written  notice  delivered  to the  corporation  (the  "HOLDERS'
REDEMPTION  DEMAND"),  within  sixty  (60) days after  such  holder or  holders'
receipt of the Series C Stock  Event of  Default  Notice (as  defined in Section
8(e) below)), the Corporation to redeem no later than thirty (30) days after the
Corporation's  receipt of the Holders'  Redemption  Demand all or any portion of
the Series C Stock owned by such holder or holders at a price per share equal to
one hundred  percent (100%) of the Series C Stock Issue Price,  plus all accrued
and unpaid  dividends on the shares of Series C Stock,  to be so redeemed to the
Redemption  Date.  In the event that the Holders'  Redemption  Demand is made by
less than all of the  holders of shares of the Series C Stock,  the  Corporation
shall  give  written  notice  of such  Holders'  Redemption  Demand to the other
holders of shares of Series C Stock, which notice shall (i) state the Redemption
Date,  which  date  should  be  not  later  than  thirty  (30)  days  after  the
Corporation's  receipt of the Holders'  Redemption  Demand, and (ii) be given at
least ten (10)  days  prior to such  Redemption  Date.  Upon the  giving of such
notice,  each holder of shares of Series C Stock may demand redemption of all or
any portion of such holder's Series C Stock by mailing written notice thereof to
the  corporation  at least  five (5) days  prior  to the  Redemption  Date.  The
Corporation  will redeem all shares of Series C Stock as to which  rights  under
this subsection have been exercised within thirty (30) days after receipt of the
Holders' Redemption Demand.

                  (C)  REDEMPTION  UPON AN  INITIAL  PUBLIC  OFFERING.  Upon the
closing  of an  underwritten  public  offering  of  Common  Stock  by means of a
registration  statement  filed by the  Corporation  under the  Securities Act of
1933, as amended, which offering does not exclusively relate to securities under
an employee  stock option,  bonus or other  compensation  plan,  and yields cash
proceeds to the  Corporation of not less than  $15,000,000  (net of underwriting
discounts and other expenses and including  proceeds received by the Corporation
upon exercise of any  over-allotment  option by  underwriters),  the Corporation
shall redeem,  for cash, all of the then outstanding shares of Series C Stock at
a price per share  equal to one  hundred  percent  (100%) of the  Series C Stock
Issue Price plus an amount equal to all unpaid dividends  accrued thereon to the
Redemption  Date.  The  Corporation  shall  provide to the  holders of shares of
Series C Stock prior written  notice of any such  underwritten  public  offering
thirty (30) days prior to the estimated date such offering will be consummated.

                  (D) REDEMPTION PROCEDURE.  On or prior to the Redemption Date,
the  Corporation  shall  deposit  the Series C Stock  Issue Price plus an amount
equal to all accrued and unpaid dividends on all outstanding  shares of Series C
Stock to be so redeemed to the Redemption Date (the  "REDEMPTION  PRICE") with a
bank or trust  corporation  having  aggregate  capital  and surplus in excess of
$500,000,000  as a trust fund for the benefit of the holders of shares of Series
C  Stock,  with  irrevocable  instructions  and  authority  to the bank or trust
corporation  to pay the  Redemption  Price for such  shares to their  respective
holders  on or after the  Redemption  Date upon  receipt of the  certificate  or
certificates of the shares of Series C Stock to be redeemed.  If the Corporation

                                       23
<PAGE>

makes such deposit in full,  from and after the  Redemption  Date, all rights of
the  holders  of shares of Series C Stock as holders of shares of Series C Stock
(except  the right to  receive  the  Redemption  Price upon  surrender  of their
certificate  or  certificates)  shall cease as to those shares of Series C Stock
being redeemed, and such shares shall not thereafter be transferred on the books
of the Corporation or be deemed to be outstanding for any purpose whatsoever. If
the Corporation does not make such deposit in full, all rights of the holders of
shares of Series C Stock  being  redeemed as holders of shares of Series C Stock
shall not cease as to any share until  payment in full of the  Redemption  Price
for such  share  being  redeemed  and until such time such  share  shall  remain
outstanding  and shall be  entitled to all the rights and  preferences  provided
herein. If on the Redemption Date the funds of the Corporation legally available
for redemption of shares of Series C Stock and Parity Securities  required to be
redeemed are insufficient to redeem the total number of shares of Series C Stock
and Parity Securities to be redeemed on such date, then the Corporation will use
those funds which are legally available  therefor to redeem the maximum possible
number  of shares of Series C Stock  and  Parity  Securities  ratably  among the
holders of such  securities to be redeemed based upon their holdings of Series C
Stock and Parity  Securities,  as  applicable.  Payments  shall first be applied
against accrued and unpaid  dividends,  and thereafter  against the remainder of
the  Redemption  Price.  The shares of Series C Stock not redeemed  shall remain
outstanding and entitled to all the rights and preferences  provided herein.  At
any time  thereafter  when  additional  funds  of the  Corporation  are  legally
available  for the  redemption  of  shares of Series C Stock,  such  funds  will
immediately  be used to redeem the balance of the shares of Series C Stock to be
redeemed.  No dividends or other distributions shall be declared or paid on, nor
shall the Corporation redeem, purchase or acquire any Junior Securities,  unless
the  Redemption  Price of all shares of Series C Stock to be redeemed shall have
been paid in full.

         (E)      EVENTS OF DEFAULT.  A "SERIES C STOCK EVENT OF DEFAULT"  shall
                  be deemed to occur if:

                           (i) the Corporation  fails to pay any dividend on the
                  Series C Stock in the amounts contemplated by Section 4 hereof
                  on any Dividend Payment Date, and such failure continues for a
                  period of  thirty  (30) days  after  the  applicable  Dividend
                  Payment Date; or

                           (ii)  the   Corporation   defaults   in  making   any
                  redemption  payment that it is  obligated  to make  hereunder;
                  whether  or  not  such  payment  is  legally   permissible  or
                  conflicts with any other agreement to which the Corporation or
                  any of its  subsidiaries  is a party or by which any of its or
                  their respective assets are bound; or

                           (iii)  the  Corporation  or any  of its  subsidiaries
                  which would be a "significant  subsidiary" pursuant to ARticle
                  1-02 of Regulation S-X ("MATERIAL  SUBSIDIARY") pursuant to or
                  within the meaning of any law under Title 11 of the U.S.  Code
                  or any similar Federal, state or foreign law for the relief of
                  debtors ("BANKRUPTCY LAW"):

                                       24
<PAGE>


                  (A)      commences a voluntary case or proceeding with respect
                           to itself,

                  (B)      consents to the entry of an order for relief  against
                           it in an involuntary case or proceeding,

                  (C)      consents to the  appointment of a receiver,  trustee,
                           assignee,   liquidator,   sequestrator   or   similar
                           official under any Bankruptcy Law ("Custodian") of it
                           or for all or any material part of its property,

                  (D)      makes a general  assignment  for the  benefit  of its
                           creditors,

                  (E)      consents  to or  acquiesces  in  the  institution  of
                           bankruptcy or insolvency proceedings against it,

                  (F)      shall  generally  not pay its debts  when such  debts
                           become due or shall admit in writing its inability to
                           pay its debts generally, or

                  (G)      takes any corporate  action in  furtherance  of or to
                           facilitate,  conditionally  or otherwise,  any of the
                           foregoing; or

                           (iv) a  court  of  competent  jurisdiction  enters  a
                  decree, judgment or order under any Bankruptcy Law that:

                  (A)      is for relief against the Corporation or any Material
                           Subsidiary of the Corporation in an involuntary  case
                           or proceeding,

                  (B)      appoints a  Custodian  of the  Corporation  or of any
                           Material  Subsidiary  of the  Corporation  for all or
                           substantially all of its properties, or

                  (C)      orders  the   winding  up  or   liquidation   of  the
                           Corporation  or of  any  Material  Subsidiary  of the
                           Corporation,  and in each  case the  order or  decree
                           remains unstayed and in effect for sixty (60) days.

                  If a Series C Stock Event of Default occurs and is continuing,
in addition to any other  notices  required  pursuant to this  Certificate,  the
Corporation  must, within thirty (30) days after the occurrence of such Series C
Stock Event of Default,  give to the holders of shares of Series C Stock  notice
of such  Series C Stock  Event  of  Default,  including  a  reasonably  detailed
description of the events causing such Series C Stock Event of Default,  and the
actions proposed to be taken by the Corporation in response thereto.

                  (F) FAILURE TO REDEEM.  If the  Corporation  shall fail at any
time to discharge its  obligation to redeem shares of Series C Stock pursuant to
Section  8(b)  or (c) (a  "Mandatory  Redemption  Obligation"),  such  Mandatory
Redemption  Obligation shall be discharged as soon as the Corporation is able to

                                       25
<PAGE>

discharge  such  Mandatory  Redemption  Obligation.  If and  for so  long as any
Mandatory Redemption Obligations shall not fully be discharged,  the Corporation
shall  not (i)  directly  or  indirectly,  purchase,  redeem  or  discharge  any
mandatory redemption, sinking fund or other similar obligation in respect of any
Parity  Securities  or  any  warrants,  rights  oi  options  exercisable  for or
convertible  into any Parity  Securities  (except in connection with a mandatory
redemption,  sinking fund or other  similar  obligation to be satisfied pro rata
with any Mandatory Redemption Obligation relating to the Series C Stock) or (ii)
declare  or pay any  dividend  or make any  distribution  on,  or,  directly  or
indirectly, purchase, redeem or discharge any such mandatory redemption, sinking
fund or other  similar  obligation  in respect of any Junior  Securities  or any
warrants,  rights or  options  exercisable  for or  convertible  into any Junior
Securities.

         9.  APPOINTMENT OF MEMBER OF THE BOARD OF DIRECTORS.  Commencing on the
Original  Issue  Date  and for so long  as any  shares  of  Series  C Stock  are
outstanding.  the  holders of a majority  of the shares of Series C Stock  shall
have the right to elect, by a majority vote of the holders of the Series C Stock
voting separately as a class, one (1) member of the Board.

         10.  SHARES TO BE RETIRED.  All shares of the Series C Stock  redeemed,
exchanged  or purchased  by the  Corporation  shall be restored to the status of
authorized  but  unissued  shares  of  Preferred  Stock  and may  thereafter  be
redesignated  and  reissued  as  Preferred  Stock  other  than  Series  C Stock;
provided,  however  that  no  such  shares  may  thereafter  be  issued  by  the
Corporation  with rights or  privileges  ranking on a parity with, or senior to,
the Series C Stock without the affirmative  vote of the holders of a majority of
the shares of the Series C Stock, voting separately as a class.

         11. VOTING RIGHTS;  COVENANTS IN CERTAIN CIRCUMSTANCES.  The holders of
shares of Series C Stock shall not be entitled to any voting  rights,  except as
provided  herein or by applicable law. In addition to the other voting rights of
the holders of the Series C Stock specified herein, for so long as any shares of
Series C Stock are outstanding,  the Corporation will not, and it will cause its
subsidiaries  not to,  without the  affirmative  vote,  or the  written  consent
pursuant to Florida General Corporation Law, of the holders of a majority of the
outstanding shares of Series C Stock:

                  (a)  amend,  waive or  repeal  any  provisions  of, or add any
provision to, (i) this  Certificate or (ii) any provision of the  Certificate of
Incorporation  or  By-Laws  of the  Corporation  or  any  other  certificate  of
designation filed with the Secretary of State of Florida by the Corporation in a
manner  that would  adversely  effect or impair the rights of the holders of the
Series C Stock;

                  (b) merge or  consolidate  with any other  corporation,  other
than a merger in which the  Corporation is the survivor and the  stockholders of
the Corporation  immediately  prior thereto continue to represent at least fifty
percent  (50%) of the  combined  voting  power of the voting  securities  of the
Corporation outstanding immediately after such merger or consolidation;

                  (c)      sell or dispose of all or substantially all of the
Corporation's assets; or

                  (d) incur any  indebtedness  for borrowed money if as a result
of, and immediately  after, the incurrence of such indebtedness the ratio of the
Corporation's  indebtedness  to tangible net worth (as  determined in accordance

                                       26
<PAGE>

with  generally  accepted  accounting   principles   consistently   applied  and
maintained) will exceed 4.0 to 1.0; provided,  however, that the Corporation may
incur  indebtedness for borrowed money in connection with (1) the acquisition of
a radiation oncology center or related medical facility if(A) the total purchase
price (including all cash and the fair market value of all non-cash assets) paid
by the  Corporation  for such  acquisition  shall not exceed  five times the pro
forma EBITDA (as  determined by the  Corporation  in accordance  with  generally
accepted  accounting  principles  consistently  applied and  maintained)  of the
center or medical  facility  to be  acquired,  and (B) the  acquisition  will be
accretive to the Corporation  based upon the pro forma profit and loss statement
prepared by the  Corporation for the  acquisition;  and (2) the development of a
new radiation  oncology center or related medical facility (either  individually
or together with any other person or entity),  if the  development  (A) will not
increase  the  Corporation's  ratio of  indebtedness  to tangible  net worth (as
determined  in  accordance  with  generally   accepted   accounting   principles
consistently  applied  and  maintained),  and  (B)  will  be  accretive  to  the
Corporation based upon the pro forina profit and loss statement  prepared by the
Corporation for the development.

SERIES D PREFERRED STOCK

         1.  DESIGNATION.  The shares of such series of Preferred Stock shall be
designated  "Series  D  Cumulative   Accelerating  Redeemable  Preferred  Stock"
(referred to herein as the "Series D Stock"). --------

         2. AUTHORIZED NUMBER. The authorized number of shares  constituting the
Series D Stock shall be one thousand (1,000).

         3.  RANKING.  The Series D Stock shall rank,  as to dividends  and upon
liquidation,  dissolution,  winding-up  or  otherwise,  senior  and prior to the
Common  Stock  and to all  other  classes  or  series  of  stock  issued  by the
Corporation,  other than with respect to the  Corporation's  Series B Cumulative
Accelerating   Redeemable   Preferred   Stock  (the   "SERIES  B  STOCK"),   the
Corporation's Series C Cumulative  Accelerating  Redeemable Preferred Stock (the
"SERIES  C  STOCK"),  and the  Corporation's  Series E  Cumulative  Accelerating
Redeemable  Preferred Stock (the "SERIES E STOCK". The Series D Stock will rank,
as to upon dividends, liquidation,  dissolution,  winding-up and otherwise, pari
passu with the  Series B Stock and Series C Stock.  The Series D Stock will rank
as to  liquidation,  dissolution,  winding-up  and otherwise pari passu with the
Series E Stock; provided, however, the Series D Stock will rank senior and prior
to the Series E Stock as to any  dividends  provided  for in the Series D Stock.
(All  equity  securities  of the  Corporation  to which the Series D Stock ranks
prior,  whether  with respect to  dividends  or upon  liquidation,  dissolution,
winding up or otherwise,  including the common stock, are collectively  referred
to herein as "JUNIOR SECURITIES";  all equity securities of the Corporation with
which the Series D Stock ranks on a parity (including the Series B Stock and the
Series C Stock as to liquidation,  dissolution,  winding-up or dividends, and as
to the Series E stock in liquidation,  dissolution or winding-up,  but not as to
dividends),  are collectively  referred to herein as "PARITY  SECURITIES.")  The
Corporation  shall not have or create any class of stock ranking on parity with,
or senior to, the Series D Stock without the affirmative  vote of the holders of
a majority of the shares of Series D Stock, voting separately as a class.

                                       27
<PAGE>

         4.       DIVIDENDS.

                  (A) DIVIDEND  ACCRUAL AND PAYMENT.  From and after the date of
issuance  of the  Series  D  Stock  (the  "ORIGINAL  ISSUE  DATE"),  compounding
cumulative  cash  dividends  shall accrue on the shares of Series D Stock at the
initial annual rate (subject to reset in accordance with Section 4(d) hereof) of
12.0% per share  (expressed as a percentage of the $2,500 per share  liquidation
preference set forth in section 5(a) hereof plus, as described below, the amount
of arrearages in the payment of dividends (THE "DIVIDEND RATE")). The holders of
shares of Series D Stock shall be entitled to receive such dividends when and as
declared  by the  Board,  in cash,  out of  assets  legally  available  for such
purpose,  monthly in arrears on the  fifteenth  (15TH) day of each month of each
year (each of such dates being a "DIVIDEND PAYMENT DATE"),  commencing  February
15, 2001.  Such dividends shall be paid to the holders of record at the close of
business  on the  date  specified  by the  Board at the time  such  dividend  is
declared,  provided,  however,  that such date shall not be more than sixty (60)
nor less than ten (10)  days  prior to the  applicable  Dividend  Payment  Date.
Dividends on the Series D Stock shall be compounding  cumulative so that if, for
any dividend accrual period,  cash dividends at the rate  hereinabove  specified
are not declared  and paid or set aside for  payment,  the amount of accrued but
unpaid  dividends shall  accumulate and shall be added to the dividends  payable
for  subsequent  dividend  accrual  periods and upon any redemption of shares of
Series  D Stock  and the  amount  of such  arrearages  shall,  for  purposes  of
calculating  the amount of dividends  accruing after such arrearage  occurs,  be
added to the amount upon which dividends  accrue.  If the Original Issue Date is
on a date which does not coincide with a Dividend Payment Date, then the initial
dividend  accrual period  applicable to such shares shall be the period from the
Original  Issue Date to the  Dividend  Payment  Date which next occurs after the
Original  Issue  Date.  If the date  fixed for  payment  of a final  liquidating
distribution on any shares of Series D Stock, or the date on which any shares of
Series D Stock are  redeemed,  does not coincide  with a Dividend  Payment Date,
then subject to the  provisions  hereof  relating to such payment or redemption,
the final dividend  accrual period  applicable to such shares shall be the month
which most recently precedes the date of such payment or redemption  through the
effective  date of such payment or redemption.  The rate at which  dividends are
paid  shall  be  adjusted   for  any   combinations   or  divisions  or  similar
recapitalizations  affecting the shares of Series D Stock. So long as any shares
of Series D Stock are  outstanding,  (i) the amount of all  dividends  paid with
respect to the shares of Series D Stock  pursuant to this  Section 4(a) shall be
paid pro rata to the  holders  entitled  thereto  and (ii)  holders of shares of
Series D Stock shall be entitled to receive the  dividends  provided for in this
Section 4(a) in preference to and in priority over any dividends upon any Junior
Securities.

                  (B)  DIVIDEND   LIMITATION  ON  PARITY  SECURITIES.   No  full
dividends shall be declared by the Board or paid or set apart for payment by the
Corporation  on any Parity  Securities  for any period  unless full  compounding
cumulative  dividends  have been or  contemporaneously  are declared and paid or
declared and a sum set apart  sufficient  for such payment on the Series D Stock
for all dividend payment periods  terminating on or prior to the date of payment
of such full dividends on such Parity Securities.  If any dividends are not paid
in full,  as  aforesaid,  upon the  shares  of  Series  D Stock  and any  Parity
Securities,  all dividends declared upon shares of Series D Stock and any Parity
Securities  shall  be  declared  pro rata so that the  amount  of the  dividends
declared  per share of Series D Stock and such  Parity  Securities  shall in all
cases bear to each other the same ratio that  accrued and unpaid  dividends  per
share on the Series D Stock and such Parity Securities bear to each other.

                                       28
<PAGE>

                  (C) DIVIDEND  LIMITATION ON JUNIOR SECURITIES.  So long as any
shares of Series D Stock are outstanding, the Corporation shall not declare, pay
or set apart for  payment,  any  dividend on any Junior  Securities  or make any
payment on account  of, or set apart for  payment,  money for a sinking or other
similar fund for, the purchase,  redemption or other  retirement  of, any Junior
Securities or any warrants, rights, calls or options exercisable or exchangeable
for or  convertible  into any Junior  Securities,  or make any  distribution  in
respect thereof, either directly or indirectly, and whether in cash, obligations
or shares of the  Corporation or other  property  (other than  distributions  or
dividends  payable in Junior  Securities  to the  holder of JUNIOR  SECURITIES),
unless prior to, or concurrently with, such declaration,  payment, setting apart
for payment, purchase,  redemption (or other retirement) or distribution, as the
case may be, all  accrued and unpaid  dividends  on the shares of Series D Stock
not paid on the dates  provided  for in Section 4(a) hereof shall have been paid
in full in cash.

                  (D) DIVIDENDS ON FRACTIONAL  SHARES.  Each fractional share of
Series D Stock outstanding shall be entitled to a ratably  proportionate  amount
of all  dividends  accruing with respect to each  outstanding  share of Series D
Stock  pursuant to Section 4(a) hereof,  and all such  dividends with respect to
such  outstanding  fractional  shares shall be fully cumulative and shall accrue
(whether or not  declared),  and shall be payable in the same manner and at such
times as provided  for in Section  4(a) hereof with respect to dividends on each
outstanding share of Series D Stock.

                  (E) DIVIDEND RATE ADJUSTMENT. If all of the shares of Series D
Stock are not redeemed or converted on or prior to the third  anniversary of the
Original  Issue  Date,  then from and after the  three-year  anniversary  of the
Original Issue Date, the Dividend Rate shall be 20%.

         5.       LIQUIDATION.

                  (A) LIQUIDATION PROCEDURE.  Upon any liquidation,  dissolution
or winding up of the Corporation,  whether voluntary or involuntary, the holders
of  shares of Series D Stock  shall be  entitled,  before  any  distribution  or
payment is made upon any Junior  Securities,  to be paid an amount  equal to (i)
$2,500 per share of Series D Stock,  representing the liquidation preference per
share of the Series D Stock (as  adjusted  for any  combinations,  divisions  or
similar recapitalizations affecting the shares of Series D Stock) (the "SERIES D
STOCK ISSUE PRICE"),  plus (ii) all accrued and unpaid dividends on the Series D
Stock  to such  date  (together  with  the  Series  D  Stock  issue  price,  the
"LIQUIDATION PAYMENTS").  If upon any liquidation,  dissolution or winding up of
the Corporation,  whether voluntary or involuntary, the assets to be distributed
among the  holders  of shares of Series D Stock and Parity  Securities  shall be
insufficient  to permit  payment  in full to the  holders  of shares of Series D
Stock and any Parity Securities of the distributions to which they are entitled,
then the holders of all such securities shall share ratably in such distribution
of  assets  in  accordance  with  the  amount  which  would be  payable  on such
distribution if the amounts to which the holders of outstanding shares of Series
D Stock and Parity Securities are entitled were paid in full. A consolidation or
merger of the Corporation with or into any other  corporation or corporations or
other entity (other than a merger in which the  Corporation  is the survivor and
the  stockholders  of the  Corporation  prior to such  merger  own  more  than a
majority of the voting securities of the Corporation  following such merger),  a
transaction or a series of related transactions in which the stockholders of the

                                       29
<PAGE>

Corporation  transfer a majority of the voting  securities of the Corporation to
any  person or a sale,  lease or  transfer  of all or  substantially  all of the
assets of the Corporation shall be deemed to be a liquidation,  dissolution,  or
winding  up of the  corporation  as  those  terms  are used in this  Section  5;
provided, however, that no such consolidation,  merger, transaction or series of
related  transactions  that is approved by a vote  pursuant to Section 11 hereof
shall  be  deemed  to  be a  liquidation,  dissolution  or  winding  up  of  the
Corporation.  The  Corporation  shall  provide  to holders of shares of Series D
Stock  thirty  (30) days'  prior  written  notice of any such sale,  conveyance,
exchange, transfer, consolidation or merger.

                  (B) REMAINING  ASSETS.  Upon any  liquidation,  dissolution or
winding up of the  Corporation,  whether  voluntary  or  involuntary,  after the
holders of shares of Series D Stock shall have been paid in full the Liquidation
Payments, the remaining assets of the Corporation may be distributed ratably per
share in order of preference  to the holders of Junior  Securities in accordance
with their respective terms.

                  (C) NOTICE OF  LIQUIDATION.  Written  notice of a liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
stating a payment  date,  the amount of the  Liquidation  Payments and the place
where  said  Liquidation  Payments  shall  be  payable,  shall be given by mail,
postage prepaid, not less than thirty (30) days prior to the payment date stated
therein, to each holder of record of shares of Series D Stock at his post office
addresses as shown by the records of the Corporation.

                  (D) FRACTIONAL SHARES.  The Liquidation  Payments with respect
to each  outstanding  fractional  share of  Series  D Stock  shall be equal to a
ratably  proportionate  amount of the Liquidation  Payments with respect to each
outstanding share of Series D Stock.

         6.       CONVERSION.

                  The  holders  of  shares  of  Series  D Stock  shall  have the
following conversion rights:

                  (A)  CONVERSION.  Subject to the  limitations set forth below,
each share of the Series D Stock shall be  convertible  at any time in whole but
not in part, unless previously  redeemed,  at the option of the holder of record
thereof,  into the number of fully paid and nonassessable shares of Common Stock
equal  to the  quotient  obtained  by  dividing  (i) the  aggregate  liquidation
preference of the share of Series D Stock being converted by (ii) the Conversion
Price (as defined in Section 6(b) below) upon  surrender to the  Corporation  or
its transfer agent of the certificate or certificates  representing the Series D
Stock  to be  converted,  as  provided  below,  or if the  holder  notifies  the
Corporation or its transfer agent that such  certificate  or  certificates  have
been lost, stolen or destroyed,  upon the execution and delivery of an agreement
satisfactory to the  Corporation to indemnify' the  Corporation  from any losses
incurred by it in connection  therewith.  The conversion  rights herein provided
shall  be  apportioned  ratably  among  the  holders  of the  Series  D Stock in
proportion to the number of shares of Series D Stock owned by such holders.

                  (B) CONVERSION PRICE;  CONVERTED SHARES.  The conversion price
of each  share of the  Series D Stock  shall be equal to $1.30  per  share  (the
"INITIAL CONVERSION PRICE") (the Initial Conversion Price, as it may be adjusted

                                       30
<PAGE>

pursuant to the terms of this  Section 6(b) and Section 7, is referred to as the
"CONVERSION PRICE"). If any fractional interest in a share of Common Stock would
be deliverable upon conversion of Series D Stock,  the Corporation  shall pay in
lieu of such fractional share an amount in cash equal to the Conversion Price of
such  fractional  share  (computed  to the nearest one  hundredth of a share) in
effect at the close of business on the date of conversion.  Any shares of Series
D Stock  which have been  converted  shall be  cancelled  and all  dividends  on
converted  shares of Series D Stock shall  cease to accrue and the  certificates
representing  shares of Series D Stock so converted shall represent the right to
receive  (i) such  number of shares of Common  Stock into  which such  shares of
Series D Stock are convertible, plus (ii) cash payable for any fractional share,
plus (iii) all accrued but unpaid dividends  relating to such shares of Series D
Stock through the date of conversion.  Upon the conversion of shares of Series D
Stock as provided in this  Section 6, the  Corporation  shall  promptly  pay all
amounts described in the previous sentence to the holder of the shares of Series
D Stock being converted.  The Board shall at all times, so long as any shares of
Series D Stock remain outstanding, reserve a sufficient number of authorized but
unissued  shares of Common Stock to be issued in  satisfaction of the conversion
rights and privileges aforesaid.

                  (C)  MECHANICS  OF  CONVERSION.  In the case of a  conversion,
before any holder of Series D Stock  shall be  entitled to convert the same into
shares of Common Stock,  it shall  surrender  the  certificate  or  certificates
therefor,  duly endorsed, at the office of the Corporation or its transfer agent
for the Series D Stock,  and shall give written notice to the Corporation of the
election to convert the same and shall state  therein the name or names in which
the certificate of certificates for shares of Common Stock are to be issued. the
corporation shall, as soon as practicable thereafter and in any case within five
(5)  business  days of the  Corporation's  receipt of the notice of  conversion,
issue and  deliver at such  office to such  holder of Series D Stock,  or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder  shall be entitled as  aforesaid;
provided that such holder or nominee(s),  as the case may be, shall be deemed to
be the owner of record of such Common Stock as of the date that  written  notice
is given to the  Corporation  of such holder's  properly  completed and executed
election to convert  and the  surrender  of the  certificates  representing  the
Series D Stock being converted,  duly endorsed, at the office of the Corporation
or its transfer agent (or an  indemnification  agreement as set forth in Section
6(c) hereof in case such certificates  have been lost,  stolen or destroyed).  A
certificate or certificates  will be issued for the remaining shares of Series D
Stock in any case in  which  fewer  than  all of the  shares  of  Series D Stock
represented by a certificate are converted.

                  (D) ISSUE TAXES. The Corporation shall pay all issue taxes, if
any,  incurred in respect of the issue of shares of Common Stock on  conversion.
If a holder of shares  surrendered  for conversion  specifies that the shares of
Common  Stock to be  issued  on  conversion  are to be issued in a name or names
other than the name or names in which such  surrendered  shares stand,  then the
Corporation shall not be required to pay any transfer or other taxes incurred by
reason of the  issuance of such  shares of Common  Stock to the name of another,
and  if  the  appropriate  transfer  taxes  shall  not  have  been  paid  to the
Corporation  or the  transfer  agent  for  the  Series  D Stock  at the  time of
surrender  of the  shares  involved,  the  shares of Common  Stock  issued  upon
conversion  thereof  may be  registered  in the  name  or  names  in  which  the
surrendered shares were registered, despite the instructions to the contrary.

                                       31
<PAGE>

                  (E) VALID  ISSUANCE.  All shares of Common  Stock which may be
issued in connection with the conversion  provisions set forth herein will, upon
issuance by the Corporation,  be validly issued,  fully paid and  nonassessable,
free from  preemptive  rights  and free from all taxes,  liens or  charges  with
respect thereto created or imposed by the Corporation.

         7.       ADJUSTMENT  OF  CONVERSION  PRICE.  The  number  and  kind of
securities issuable upon the conversion of the Series D Stock and the Conversion
Price shall be subject to adjustment  from time to time in  accordance  with the
following provisions:

                  (A)  REORGANIZATION,  RECLASSIFICATION.  In  the  event  of  a
reorganization, share exchange, or reclassification,  other than a change in par
value, or from par value to no par value, or from no par value to par value or a
transaction described in Section 7(b) below, each share of Series D Stock shall,
after such reorganization, share exchange or reclassification, be convertible at
the  option of the  holder  into the kind and  number of shares of stock  and/or
other  securities,  cash or other  property  which the  holder of such  share of
Series D Stock  would have been  entitled  to receive if the holder had held the
Common  Stock  issuable  upon  conversion  of  such  share  of  Series  D  Stock
immediately prior to such reorganization, share exchange or reclassification.

                  (B)  CONSOLIDATION,  MERGER.  In  the  event  of a  merger  or
consolidation to which the Corporation is a party,  each share of Series D Stock
shall,  after such merger or consolidation,  be convertible at the option of the
holder into the kind and number of shares of stock and/or other securities, cash
or other  property  which the holder of such share of Series D Stock  would have
been  entitled to receive if the holder had held the Common Stock  issuable upon
conversion  of  such  share  of  Series  D  Stock   immediately  prior  to  such
consolidation  or merger plus all accrued and unpaid dividends on such shares of
Series D Stock through the conversion.

         (C)  ANTI-DILUTION.  In the event  the  Corporation  issues  additional
shares of its capital stock,  excluding:  (i)  securities  offered to the public
pursuant to a Qualified  IPO or secondary  offering,  (ii) shares or options for
capital stock issued  pursuant to warrants or stock options  outstanding  at the
date of closing  on the issue of the  Series D  Preferred  Stock,  (iii)  shares
issued  pursuant  to any  acquisition  approved  by the  Corporation's  Board of
Directors, (iv) shares issued pursuant to any private investment approved by the
Corporation's  Board of Directors,  (v) shares issued pursuant to employee stock
option or  executive  incentive  ownership  plans  approved  by a  disinterested
majority of the  Corporation's  Board of Directors and the shares  issuable upon
exercise of such options at a purchase price less than the applicable conversion
price of the Series D Preferred Stock (or any rights or securities  exchangeable
for or  convertible  into Common Stock where the Common Stock would be issued at
less than such applicable  conversion  price), the Series D Preferred Stock will
be entitled to full ratchet anti-dilution protection.

         (D) PRE-EMPTIVE  RIGHTS. In the event the Corporation issues additional
shares of its capital stock,  excluding:  (i)  securities  offered to the public
pursuant to a Qualified  IPO,  (ii) shares or options for capital  stock  issued
pursuant to warrants or stock options  outstanding at the date of closing on the
issue of the Series D Preferred Stock,  (iii) shares issued to the Corporation's
shareholders   in   connection   with  any  stock  split,   stock   dividend  or
recapitalization,  or shares issued in connection with an acquisition of another
company or technology  rights,  or (iv) shares issued pursuant to employee stock

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<PAGE>

option or executive  incentive  ownership  plans  approved by the  Corporation's
Board of Directors and the shares issuable upon exercise of such options, holder
will be entitled to pre-emptive rights to purchase additional shares on the same
terms  in  order  to  retain  pro-rate  holder's  percentage  ownership  in  the
Corporation.

         (E)  TAG-ALONG  RIGHTS.  The  holders of shares of Series C Stock shall
have  tag-along  rights in the event of a sale or  disposition by any officer of
any  shares  of any class or series of the  Company's  capital  stock  excluding
certain transfers to family members.

         8.       REDEMPTION

                  (A) REDEMPTION BY THE  CORPORATION.  The Series D Stock may be
redeemed,  at the option of the  Corporation  upon not less than 30 days'  prior
written  notice,  in whole or in part, at a price per share equal to one hundred
percent  (100%) of the Series D Stock  Issue  Price plus all  accrued and unpaid
dividends to the date of redemption (the date the Corporation redeems the Series
D Stock, whether at the option of the Corporation pursuant to this Section 8(a),
at the option of any holder of Series D Stock  pursuant to Section  8(b) or upon
an initial public offering pursuant to Section 8(c) below, is referred to herein
as the "REDEMPTION  DATE") provided that the holders of the Series D Stock shall
be able to exercise the conversion  rights  described in Section 6 hereof at any
time prior to the Redemption Date.

                  (B)  REDEMPTION  UPON THE  OCCURRENCE  OF AN EVENT OF DEFAULT.
Upon the  occurrence  of any  Series D Stock  Event of  Default  (as  defined in
Section 8(e) below), any holder of shares of Series D Stock shall have the right
to require  (by written  notice  delivered  to the  corporation  (the  "HOLDERS'
REDEMPTION  DEMAND"),  within  sixty  (60) days after  such  holder or  holders'
receipt of the Series D Stock  Event of  Default  Notice (as  defined in Section
8(e) below)), the Corporation to redeem no later than thirty (30) days after the
Corporation's  receipt of the Holders'  Redemption  Demand all or any portion of
the Series D Stock owned by such holder or holders at a price per share equal to
one hundred  percent (100%) of the Series D Stock Issue Price,  plus all accrued
and unpaid  dividends on the shares of Series D Stock,  to be so redeemed to the
Redemption  Date.  In the event that the Holders'  Redemption  Demand is made by
less than all of the  holders of shares of the Series D Stock,  the  Corporation
shall  give  written  notice  of such  Holders'  Redemption  Demand to the other
holders of shares of Series D Stock, which notice shall (i) state the Redemption
Date,  which  date  should  be  not  later  than  thirty  (30)  days  after  the
Corporation's  receipt of the Holders'  Redemption  Demand, and (ii) be given at
least ten (10)  days  prior to such  Redemption  Date.  Upon the  giving of such
notice,  each holder of shares of Series D Stock may demand redemption of all or
any portion of such holder's Series D Stock by mailing written notice thereof to
the  corporation  at least  five (5) days  prior  to the  Redemption  Date.  The
Corporation  will redeem all shares of Series D Stock as to which  rights  under
this subsection have been exercised within thirty (30) days after receipt of the
Holders' Redemption Demand.

                  (C)  REDEMPTION  UPON AN  INITIAL  PUBLIC  OFFERING.  Upon the
closing  of an  underwritten  public  offering  of  Common  Stock  by means of a
registration  statement  filed by the  Corporation  under the  Securities Act of
1933, as amended, which offering does not exclusively relate to securities under
an employee  stock option,  bonus or other  compensation  plan,  and yields cash

                                       33
<PAGE>

proceeds to the  Corporation of not less than  $15,000,000  (net of underwriting
discounts and other expenses and including  proceeds received by the Corporation
upon exercise of any  over-allotment  option by  underwriters),  the Corporation
shall redeem,  for cash, all of the then outstanding shares of Series D Stock at
a price per share  equal to one  hundred  percent  (100%) of the  Series D Stock
Issue Price plus an amount equal to all unpaid dividends  accrued thereon to the
Redemption  Date.  The  Corporation  shall  provide to the  holders of shares of
Series D Stock prior written  notice of any such  underwritten  public  offering
thirty (30) days prior to the estimated date such offering will be consummated.

                  (D) REDEMPTION PROCEDURE.  On or prior to the Redemption Date,
the  Corporation  shall  deposit  the Series D Stock  Issue Price plus an amount
equal to all accrued and unpaid dividends on all outstanding  shares of Series D
Stock to be so redeemed to the Redemption Date (the  "REDEMPTION  PRICE") with a
bank or trust  corporation  having  aggregate  capital  and surplus in excess of
$500,000,000  as a trust fund for the benefit of the holders of shares of Series
D  Stock,  with  irrevocable  instructions  and  authority  to the bank or trust
corporation  to pay the  Redemption  Price for such  shares to their  respective
holders  on or after the  Redemption  Date upon  receipt of the  certificate  or
certificates of the shares of Series D Stock to be redeemed.  If the Corporation
makes such deposit in full,  from and after the  Redemption  Date, all rights of
the  holders  of shares of Series D Stock as holders of shares of Series D Stock
(except  the right to  receive  the  Redemption  Price upon  surrender  of their
certificate  or  certificates)  shall cease as to those shares of Series D Stock
being redeemed, and such shares shall not thereafter be transferred on the books
of the Corporation or be deemed to be outstanding for any purpose whatsoever. If
the Corporation does not make such deposit in full, all rights of the holders of
shares of Series D Stock  being  redeemed as holders of shares of Series D Stock
shall not cease as to any share until  payment in full of the  Redemption  Price
for such  share  being  redeemed  and until such time such  share  shall  remain
outstanding  and shall be  entitled to all the rights and  preferences  provided
herein. If on the Redemption Date the funds of the Corporation legally available
for redemption of shares of Series D Stock and Parity Securities  required to be
redeemed are insufficient to redeem the total number of shares of Series D Stock
and Parity Securities to be redeemed on such date, then the Corporation will use
those funds which are legally available  therefor to redeem the maximum possible
number  of shares of Series D Stock  and  Parity  Securities  ratably  among the
holders of such  securities to be redeemed based upon their holdings of Series D
Stock and Parity  Securities,  as  applicable.  Payments  shall first be applied
against accrued and unpaid  dividends,  and thereafter  against the remainder of
the  Redemption  Price.  The shares of Series D Stock not redeemed  shall remain
outstanding and entitled to all the rights and preferences  provided herein.  At
any time  thereafter  when  additional  funds  of the  Corporation  are  legally
available  for the  redemption  of  shares of Series D Stock,  such  funds  will
immediately  be used to redeem the balance of the shares of Series D Stock to be
redeemed.  No dividends or other distributions shall be declared or paid on, nor
shall the Corporation redeem, purchase or acquire any Junior Securities,  unless
the  Redemption  Price of all shares of Series D Stock to be redeemed shall have
been paid in full.

                  (E)     EVENTS OF DEFAULT. A "SERIES D STOCK EVENT OF DEFAULT"
shall be deemed to occur if:

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<PAGE>

                  (i) the Corporation  fails to pay any dividend on the Series D
         Stock in the amounts  contemplated  by Section 4 hereof on any Dividend
         Payment  Date,  and such failure  continues for a period of thirty (30)
         days after the applicable Dividend Payment Date; or

                  (ii) the Corporation defaults in making any redemption payment
         that it is obligated to make hereunder;  whether or not such payment is
         legally  permissible or conflicts with any other agreement to which the
         Corporation  or any of its  subsidiaries  is a party or by which any of
         its or their respective assets are bound; or

                  (iii) the Corporation or any of its  subsidiaries  which would
         be a  "significant  subsidiary"  pursuant to Article 1-02 of Regulation
         S-X  ("MATERIAL  SUBSIDIARY")  pursuant to or within the meaning of any
         law under Title 11 of the U.S.  code or any similar  Federal,  state or
         foreign law for the relief of debtors ("BANKRUPTCY LAW"):

                  (A)      commences a voluntary case or proceeding with respect
                           to itself,

                  (B)      consents to the entry of an order for relief  against
                           it in an involuntary case or proceeding,

                  (C)      consents to the  appointment of a receiver,  trustee,
                           assignee,   liquidator,   sequestrator   or   similar
                           official under any Bankruptcy Law ("Custodian") of it
                           or for all or any material part of its property,

                  (D)      makes a general  assignment  for the  benefit  of its
                           creditors,

                  (E)      consents  to or  acquiesces  in  the  institution  of
                           bankruptcy or insolvency proceedings against it,

                  (F)      shall  generally  not pay its debts  when such  debts
                           become due or shall admit in writing its inability to
                           pay its debts generally, or

                  (G)      takes any corporate  action in  furtherance  of or to
                           facilitate,  conditionally  or otherwise,  any of the
                           foregoing; or

         (iv) a court of  competent  jurisdiction  enters a decree,  judgment or
order under any Bankruptcy Law that:

                  (A)      is for relief against the Corporation or any Material
                           Subsidiary of the Corporation in an involuntary  case
                           or proceeding,

                  (B)      appoints a  Custodian  of the  Corporation  or of any
                           Material  Subsidiary  of the  Corporation  for all or
                           substantially all of its properties, or

                                       35
<PAGE>

                  (C)      orders  the   winding  up  or   liquidation   of  the
                           Corporation  or of  any  Material  Subsidiary  of the
                           Corporation,  and in each  case the  order or  decree
                           remains  unstayed  and in effect for sixty (60) days,
                           or

         (V) the Converted  Shares are not registered and publicly  trading on a
national  exchange  within  ninety  days of closing on the issue of the Series D
Preferred Stock.

                  If a Series D Stock Event of Default occurs and is continuing,
in addition to any other  notices  required  pursuant to this  Certificate,  the
Corporation  must, within thirty (30) days after the occurrence of such Series D
Stock Event of Default,  give to the holders of shares of Series D Stock  notice
of such  Series D Stock  Event  of  Default,  including  a  reasonably  detailed
description of the events causing such Series D Stock Event of Default,  and the
actions proposed to be taken by the Corporation in response thereto.

                  (F) FAILURE TO REDEEM.  If the  Corporation  shall fail at any
time to discharge its  obligation to redeem shares of Series D Stock pursuant to
Section  8(b)  or (c) (a  "Mandatory  Redemption  Obligation"),  such  Mandatory
Redemption  Obligation shall be discharged as soon as the Corporation is able to
discharge  such  Mandatory  Redemption  Obligation.  If and  for so  long as any
Mandatory Redemption Obligations shall not fully be discharged,  the Corporation
shall  not (i)  directly  or  indirectly,  purchase,  redeem  or  discharge  any
mandatory redemption, sinking fund or other similar obligation in respect of any
Parity  Securities  or  any  warrants,  rights  oi  options  exercisable  for or
convertible  into any Parity  Securities  (except in connection with a mandatory
redemption,  sinking fund or other  similar  obligation to be satisfied pro rata
with any Mandatory Redemption Obligation relating to the Series D Stock) or (ii)
declare  or pay any  dividend  or make any  distribution  on,  or,  directly  or
indirectly, purchase, redeem or discharge any such mandatory redemption, sinking
fund or other  similar  obligation  in respect of any Junior  Securities  or any
warrants,  rights or  options  exercisable  for or  convertible  into any Junior
Securities.

         9. APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS.  Commencing on the
Original  Issue  Date  and for so long  as any  shares  of  Series  D Stock  are
outstanding.  the  holders of a majority  of the shares of Series D Stock  shall
have the right to elect, by a majority vote of the holders of the Series D Stock
voting separately as a class, two (2) members of the Board;  provided,  however,
Shyam Paryani, who is serving on the Board as of the date of issue of the Series
D Preferred Stock,  shall constitute one of those appointments for as long as he
serves on the Board.

         10.  SHARES TO BE RETIRED.  All shares of the Series D Stock  redeemed,
exchanged  or purchased  by the  Corporation  shall be restored to the status of
authorized  but  unissued  shares  of  Preferred  Stock  and may  thereafter  be
redesignated  and  reissued  as  Preferred  Stock  other  than  Series  D Stock;
provided,  however  that  no  such  shares  may  thereafter  be  issued  by  the
Corporation  with rights or  privileges  ranking on a parity with, or senior to,
the Series D Stock without the affirmative  vote of the holders of a majority of
the shares of the Series D Stock, voting separately as a class.

         11. VOTING RIGHTS.  . The holders of shares of Series D Preferred Stock
shall vote as a separate class on all matters  adversely  affecting the Series D
Preferred  Stock.  The  authorization  or issuance of  additional  Common Stock,
Series D  Preferred  Stock or other  securities  having  liquidation,  dividend,

                                       36
<PAGE>

voting or other  rights  junior to or on a parity  with,  the Series D Preferred
shall not be deemed to adversely affect the Series D Preferred Stock. Otherwise,
the  holders of shares of Series D  Preferred  Stock  shall be  entitled to full
voting  rights as if their Series D Preferred  Stock had  converted at $1.30 per
share,  including all voting rights possessed by the owners of the Common Stock.
In  addition  to the other  voting  rights of the  holders of the Series D Stock
specified  herein,  for so long as any shares of Series D Stock are outstanding,
the Corporation will not, and it will cause its subsidiaries not to, without the
affirmative  vote,  or the written  consent  pursuant to the  Delaware  Business
Corporation  Act,  of the  holders of a majority  of the  outstanding  shares of
Series D Stock:

                  (a)  amend,  waive or  repeal  any  provisions  of, or add any
provision to, (i) this  Certificate or (ii) any provision of the  Certificate of
Incorporation  or  By-Laws  of the  Corporation  or  any  other  certificate  of
designation  filed with the Secretary of State of Colorado by the Corporation in
a manner that would adversely  effect or impair the rights of the holders of the
Series D Stock;

                  (b) merge or  consolidate  with any other  corporation,  other
than a merger in which the  Corporation is the survivor and the  stockholders of
the Corporation  immediately  prior thereto continue to represent at least fifty
percent  (50%) of the  combined  voting  power of the voting  securities  of the
Corporation outstanding immediately after such merger or consolidation;

                  (c)     sell or dispose of all or substantially all of the
Corporation's assets; or

                  (d) incur any  indebtedness  for borrowed money if as a result
of, and immediately  after, the incurrence of such indebtedness the ratio of the
Corporation's  indebtedness  to tangible net worth (as  determined in accordance
with  generally  accepted  accounting   principles   consistently   applied  and
maintained) will exceed 4.0 to 1.0; provided,  however, that the Corporation may
incur  indebtedness for borrowed money in connection with (1) the acquisition of
a radiation oncology center or related medical facility if(A) the total purchase
price (including all cash and the fair market value of all non-cash assets) paid
by the  Corporation  for such  acquisition  shall not exceed  five times the pro
forma EBITDA (as  determined by the  Corporation  in accordance  with  generally
accepted  accounting  principles  consistently  applied and  maintained)  of the
center or medical  facility  to be  acquired,  and (B) the  acquisition  will be
accretive to the Corporation  based upon the pro forma profit and loss statement
prepared by the  Corporation for the  acquisition;  and (2) the development of a
new radiation  oncology center or related medical facility (either  individually
or together with any other person or entity),  if the  development  (A) will not
increase  the  Corporation's  ratio of  indebtedness  to tangible  net worth (as
determined  in  accordance  with  generally   accepted   accounting   principles
consistently  applied  and  maintained),  and  (B)  will  be  accretive  to  the
Corporation  based upon the pro forma profit and loss statement  prepared by the
Corporation for the development.

         12. REGISTRATION RIGHTS. Within ninety days of issuance of the Series D
Preferred Stock, the Corporation will file a Registration  Statement to register
the Common Stock  underlying  the Series D Preferred  Stock.  The holder will be
entitled to one demand  registration  in any twelve month  period and  unlimited
piggyback registrations. The Corporation will bear the cost of all registrations
other than underwriting commissions and discounts.

                                       37
<PAGE>

         13. FUTURE  PREFERRED  STOCK ISSUES.  The  Corporation may issue one or
more additional  Series of Preferred Stock without the consent of the holders of
Series D Preferred Stock, provided,  however, that the rights and preferences of
such subsequent series of preferred stock as to liquidation,  dividends, voting,
redemption,  and  registration  rights  shall not be  superior  (but may be pari
passu) to those of the Series D Preferred Stock.

SERIES E PREFERRED STOCK

         1.  DESIGNATION.  The shares of such series of Preferred Stock shall be
designated  "Series  E  Cumulative   Accelerating  Redeemable  Preferred  Stock"
(referred to herein as the "Series E Stock").

         2. AUTHORIZED NUMBER. The authorized number of shares  constituting the
Series E Stock shall be one thousand (1,000).

          3.  RANKING.  The Series E Stock shall rank,  as to dividends and upon
liquidation,  dissolution,  winding-up  or  otherwise,  senior  and prior to the
Common  Stock  and to all  other  classes  or  series  of  stock  issued  by the
corporation  other than with  respect to the  corporation's  Series A  Preferred
Stock (the "SERIES A STOCK"), the corporation's Series B Cumulative Accelerating
Redeemable  Preferred Stock (the "SERIES B STOCK"),  the corporation's  Series C
Cumulative  Accelerating  Redeemable Preferred Stock (the "SERIES C STOCK"), and
the corporation's  Series D Cumulative  Accelerating  Redeemable Preferred Stock
(the  "SERIES  D  STOCK").  The  Series  E Stock  will  rank  upon  liquidation,
dissolution,  winding-up and otherwise,  pari passu with the Series A Stock, the
Series B Stock, Series C Stock and the Series D Stock;  provided,  however,  the
Series E Stock will rank junior and  inferior to any  dividends  provided for in
the  Series A Stock,  Series B Stock,  Series C Stock and  Series D Stock.  (All
equity  securities of the  Corporation  to which the Series E Stock ranks prior,
whether with respect to dividends or upon liquidation,  dissolution,  winding up
or otherwise, including the Common Stock, are collectively referred to herein as
"JUNIOR  SECURITIES";  all equity  securities of the Corporation  with which the
Series E Stock  ranks on a parity  (including  the Series A Stock,  the Series B
Stock,  the  Series  C  Stock  and  the  Series  D  Stock),   upon  liquidation,
dissolution,  winding-up or otherwise  (except for dividends),  are collectively
referred to herein as "PARITY  SECURITIES.")  The Corporation  shall not have or
create  any class of stock  ranking on parity  with,  or senior to, the Series E
Stock without the affirmative vote of the holders of a majority of the shares of
Series E Stock, voting separately as a class.

         4.       LIQUIDATION.

                  (A) LIQUIDATION PROCEDURE.  Upon any liquidation,  dissolution
or winding up of the Corporation,  whether voluntary or involuntary, the holders
of  shares of Series E Stock  shall be  entitled,  before  any  distribution  or
payment is made upon any Junior  Securities,  to be paid an amount  equal to (i)
$4,000 per share of Series E Stock,  representing the liquidation preference per
share of the Series E Stock (as  adjusted  for any  combinations,  divisions  or
similar recapitalizations affecting the shares of Series E Stock) (the "SERIES E
STOCK ISSUE PRICE"),  plus (ii) all accrued and unpaid dividends on the Series E
Stock  to such  date  (together  with  the  Series  E  Stock  issue  price,  the
"LIQUIDATION PAYMENTS").  If upon any liquidation,  dissolution or winding up of

                                       38
<PAGE>

the Corporation,  whether voluntary or involuntary, the assets to be distributed
among the  holders  of shares of Series E Stock and Parity  Securities  shall be
insufficient  to permit  payment  in full to the  holders  of shares of Series E
Stock and any Parity Securities of the distributions to which they are entitled,
then the holders of all such securities shall share ratably in such distribution
of  assets  in  accordance  with  the  amount  which  would be  payable  on such
distribution if the amounts to which the holders of outstanding shares of Series
E Stock and Parity Securities are entitled were paid in full. A consolidation or
merger of the Corporation with or into any other  corporation or corporations or
other entity (other than a merger in which the  Corporation  is the survivor and
the  stockholders  of the  Corporation  prior to such  merger  own  more  than a
majority of the voting securities of the Corporation  following such merger),  a
transaction or a series of related transactions in which the stockholders of the
Corporation  transfer a majority of the voting  securities of the Corporation to
any  person or a sale,  lease or  transfer  of all or  substantially  all of the
assets of the Corporation shall be deemed to be a liquidation,  dissolution,  or
winding  up of the  corporation  as  those  terms  are used in this  Section  4;
provided, however, that no such consolidation,  merger, transaction or series of
related  transactions  that is approved by a vote  pursuant to Section 11 hereof
shall  be  deemed  to  be a  liquidation,  dissolution  or  winding  up  of  the
Corporation.  The  Corporation  shall  provide  to holders of shares of Series E
Stock  thirty  (30) days'  prior  written  notice of any such sale,  conveyance,
exchange, transfer, consolidation or merger.

                  (B) REMAINING  ASSETS.  Upon any  liquidation,  dissolution or
winding up of the  Corporation,  whether  voluntary  or  involuntary,  after the
holders of shares of Series E Stock shall have been paid in full the Liquidation
Payments, the remaining assets of the Corporation may be distributed ratably per
share in order of preference  to the holders of Junior  Securities in accordance
with their respective terms.

                  (C) NOTICE OF  LIQUIDATION.  Written  notice of a liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
stating a payment  date,  the amount of the  Liquidation  Payments and the place
where  said  Liquidation  Payments  shall  be  payable,  shall be given by mail,
postage prepaid, not less than thirty (30) days prior to the payment date stated
therein, to each holder of record of shares of Series E Stock at his post office
addresses as shown by the records of the Corporation.

                  (D) FRACTIONAL SHARES.  The Liquidation  Payments with respect
to each  outstanding  fractional  share of  Series  E Stock  shall be equal to a
ratably  proportionate  amount of the Liquidation  Payments with respect to each
outstanding share of Series E Stock.

         5.       CONVERSION.

                  The  holders  of  shares  of  Series  E Stock  shall  have the
following conversion rights:

                  (A)  CONVERSION.  Subject to the  limitations set forth below,
each share of the Series E Stock shall be  convertible  at any time in whole but
not in part, unless previously  redeemed,  at the option of the holder of record
thereof,  into the number of fully paid and nonassessable shares of Common Stock
equal  to the  quotient  obtained  by  dividing  (i) the  aggregate  liquidation
preference of the share of Series E Stock being converted by (ii) the Conversion
Price (as defined in Section 5(b) below) upon  surrender to the  Corporation  or
its transfer agent of the certificate or certificates  representing the Series E
Stock  to be  converted,  as  provided  below,  or if the  holder  notifies  the
Corporation or its transfer agent that such  certificate  or  certificates  have

                                       39
<PAGE>

been lost, stolen or destroyed,  upon the execution and delivery of an agreement
satisfactory to the  Corporation to indemnify' the  Corporation  from any losses
incurred by it in connection  therewith.  The conversion  rights herein provided
shall  be  apportioned  ratably  among  the  holders  of the  Series  E Stock in
proportion to the number of shares of Series E Stock owned by such holders.

                  (B) CONVERSION PRICE;  CONVERTED  SHARES.  During the one year
period  commencing with closing on the issue of the Series E Stock (the "Initial
Conversion  Period"),  the conversion  price of each share of the Series E Stock
shall be equal to $1.30 per share (the "INITIAL  CONVERSION PRICE") (the Initial
Conversion  Price,  as it may be adjusted  pursuant to the terms of this Section
5(b) and Section 6, is referred to as the "CONVERSION PRICE"). After the Initial
Conversion  Period, if the Series E Stock has not otherwise been converted,  the
Series E Stock may  convert at the option of the Holder at the lower of: (i) the
Initial Conversion Price, or (ii) ninety percent (90%) of the average of the per
share Fair Market  Value (as defined  below) of the Common  Stock for the twenty
(20)  consecutive  trading  days  immediately   preceding  the  date  notice  of
conversion is received by the Corporation. If any fractional interest in a share
of Common Stock would be  deliverable  upon  conversion  of Series E Stock,  the
Corporation  shall pay in lieu of such fractional  share an amount in cash equal
to the Conversion  Price of such  fractional  share (computed to the nearest one
hundredth  of a  share)  in  effect  at the  close  of  business  on the date of
conversion.  Any  shares of Series E Stock  which have been  converted  shall be
cancelled and all dividends on converted shares of Series E Stock shall cease to
accrue and the certificates  representing  shares of Series E Stock so converted
shall  represent  the right to receive (i) such number of shares of Common Stock
into which such shares of Series E Stock are convertible, plus (ii) cash payable
for any fractional share,  plus (iii) all accrued but unpaid dividends  relating
to such  shares  of  Series E Stock  through  the date of  conversion.  Upon the
conversion  of shares  of  Series E Stock as  provided  in this  Section  6, the
Corporation shall promptly pay all amounts described in the previous sentence to
the holder of the shares of Series E Stock being  converted.  The Board shall at
all times, so long as any shares of Series E Stock remain outstanding, reserve a
sufficient number of authorized but unissued shares of Common Stock to be issued
in satisfaction of the conversion rights and privileges aforesaid.

                          AS  USED  HEREIN,  "FAIR  MARKET  VALUE"  means,  with
respect to a share of Common Stock, (a) if the shares are listed or admitted for
trading on any national  securities  exchange or included in The Nasdaq National
Market or Nasdaq  SmallCap  Market,  the last reported  sales price per share as
reported  on such  exchange  or  Market;  (b) if the  shares  are not  listed or
admitted  for  trading on any  national  securities  exchange or included in The
Nasdaq  National  Market or Nasdaq  SmallCap  Market,  the  average  of the last
reported closing bid and asked quotation per share for the shares as reported on
the National  Association  of  Securities  Dealers  Automated  Quotation  System
("NASDAQ") or a similar service if NASDAQ is not reporting such information; (c)
if the shares are not listed or admitted for trading on any national  securities
exchange or included in The Nasdaq  National Market or Nasdaq SmallCap Market or
quoted by NASDAQ,  the average of the last reported bid and asked  quotation per
share for the  shares as quoted by a market  maker in the shares (or if there is
more than one market maker,  the bid and asked  quotation shall be obtained from
two  market  makers  and  the  average  of the  lowest  bid  and  highest  asked
quotation).  In the  absence of any such  listing or  trading,  the Board  shall
determine  in good faith the per share fair  value of the  Common  Stock,  which

                                       40
<PAGE>

determination  shall  be set  forth in a  certificate  of the  Secretary  of the
Corporation.  If holders  representing a majority of the  outstanding  shares of
Series E Stock  object to such  determination,  such  holders  shall  notify the
Corporation  in  writing  within  twenty  (20)  days  of the  delivery  of  such
determination  to the holders of the Series E Stock,  specifying  in  reasonable
detail their  objections  or changes  within twenty (20) days of the delivery to
the Corporation of the foregoing  objection  notice. If the Corporation and such
holders  representing a majority of the outstanding shares of the Series E Stock
shall fail to reach an agreement with respect to all objections or changes, then
the  Corporation  shall engage an independent  investment bank or appraisal firm
reasonably acceptable to such holders to deliver an opinion as to the fair value
of the Common  Stock,  which  amount  shall be  determined  without  taking into
account any minority or  liquidity  discount.  A copy of such  opinion  shall be
promptly provided to the holders of the Series E Stock.

                  (C)  MECHANICS  OF  CONVERSION.  In the case of a  conversion,
before any holder of Series E Stock  shall be  entitled to convert the same into
shares of Common Stock,  it shall  surrender  the  certificate  or  certificates
therefor,  duly endorsed, at the office of the Corporation or its transfer agent
for the Series E Stock,  and shall give written notice to the Corporation of the
election to convert the same and shall state  therein the name or names in which
the certificate of certificates for shares of Common Stock are to be issued. The
corporation shall, as soon as practicable  thereafter and in any case within two
(2)  business  days of the  Corporation's  receipt of the notice of  conversion,
issue and  deliver at such  office to such  holder of Series E Stock,  or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder  shall be entitled as  aforesaid;
provided that such holder or nominee(s),  as the case may be, shall be deemed to
be the owner of record of such Common Stock as of the date that  written  notice
is given to the  Corporation  of such holder's  properly  completed and executed
election to convert  and the  surrender  of the  certificates  representing  the
Series E Stock being converted,  duly endorsed, at the office of the Corporation
or its transfer agent (or an  indemnification  agreement as set forth in Section
5(c) hereof in case such certificates  have been lost,  stolen or destroyed).  A
certificate or certificates  will be issued for the remaining shares of Series E
Stock in any case in  which  fewer  than  all of the  shares  of  Series E Stock
represented by a certificate are converted.

                  (D) ISSUE TAXES. The Corporation shall pay all issue taxes, if
any,  incurred in respect of the issue of shares of Common Stock on  conversion.
If a holder of shares  surrendered  for conversion  specifies that the shares of
Common  Stock to be  issued  on  conversion  are to be issued in a name or names
other than the name or names in which such  surrendered  shares stand,  then the
Corporation shall not be required to pay any transfer or other taxes incurred by
reason of the  issuance of such  shares of Common  Stock to the name of another,
and  if  the  appropriate  transfer  taxes  shall  not  have  been  paid  to the
Corporation  or the  transfer  agent  for  the  Series  E Stock  at the  time of
surrender  of the  shares  involved,  the  shares of Common  Stock  issued  upon
conversion  thereof  may be  registered  in the  name  or  names  in  which  the
surrendered shares were registered, despite the instructions to the contrary.

                  (E) VALID  ISSUANCE.  All shares of Common  Stock which may be
issued in connection with the conversion  provisions set forth herein will, upon
issuance by the Corporation,  be validly issued,  fully paid and  nonassessable,
free from  preemptive  rights  and free from all taxes,  liens or  charges  with
respect thereto created or imposed by the Corporation.

                                       41
<PAGE>

         6.       ADJUSTMENT  OF  CONVERSION  PRICE.  The  number  and  kind of
securities issuable upon the conversion of the Series E Stock and the Conversion
Price shall be subject to adjustment  from time to time in  accordance  with the
following provisions:

                  (A)  REORGANIZATION,  RECLASSIFICATION.  In  the  event  of  a
reorganization,  share exchange,  sale,  conveyance,  or reclassification,  in a
transaction or series of related transactions,  including where there is a shift
in more than fifty  percent of the voting power of the  Corporation  ("Change of
Control")  other than a change in par value,  or from par value to no par value,
or from no par value to par value or a  transaction  described  in Section  6(b)
below,  each share of Series E Stock  shall,  after such  reorganization,  share
exchange or  reclassification,  be  convertible at the option of the holder into
the kind and number of shares of stock  and/or other  securities,  cash or other
property  which the  holder  of such  share of  Series E Stock  would  have been
entitled  to  receive if the holder  had held the  Common  Stock  issuable  upon
conversion  of  such  share  of  Series  E  Stock   immediately  prior  to  such
reorganization, share exchange or reclassification.

                  (B)  CONSOLIDATION,  MERGER.  In  the  event  of a  merger  or
consolidation  to which the  Corporation is a party which results in a Change of
Control, each share of Series E Stock shall, after such merger or consolidation,
be convertible at the option of the holder into the kind and number of shares of
stock and/or other  securities,  cash or other property which the holder of such
share of Series E Stock  would have been  entitled  to receive if the holder had
held the Common Stock  issuable upon  conversion of such share of Series E Stock
immediately  prior to such  consolidation  or merger plus all accrued and unpaid
dividends on such shares of Series E Stock through the conversion.

         (C)  ANTI-DILUTION.  In the event  the  Corporation  issues  additional
shares of its capital stock,  excluding:  (i)  securities  offered to the public
pursuant to a Qualified  IPO or secondary  offering,  (ii) shares or options for
capital stock issued  pursuant to warrants or stock options  outstanding  at the
date of closing  on the issue of the  Series E  Preferred  Stock,  (iii)  shares
issued  pursuant  to any  acquisition  approved  by the  Corporation's  Board of
Directors, (iv) shares issued pursuant to any private investment approved by the
Corporation's  Board of Directors,  (v) shares issued pursuant to employee stock
option or  executive  incentive  ownership  plans  approved  by a  disinterested
majority of the  Corporation's  Board of Directors and the shares  issuable upon
exercise of such options at a purchase price less than the applicable conversion
price of the Series E Stock (or any  rights or  securities  exchangeable  for or
convertible  into Common  Stock  where the Common  Stock would be issued at less
than such applicable  conversion  price), the Series E Stock will be entitled to
full ratchet anti-dilution protection.

         (D) PRE-EMPTIVE  RIGHTS. In the event the Corporation issues additional
shares of its capital stock,  excluding:  (i)  securities  offered to the public
pursuant to a Qualified  IPO,  (ii) shares or options for capital  stock  issued
pursuant to warrants or stock options  outstanding at the date of closing on the
issue  of  the  Series  E  Stock,  (iii)  shares  issued  to  the  Corporation's
shareholders   in   connection   with  any  stock  split,   stock   dividend  or
recapitalization,  or shares issued in connection with an acquisition of another
company or technology  rights,  or (iv) shares issued pursuant to employee stock
option or executive  incentive  ownership  plans  approved by the  Corporation's
Board of Directors and the shares issuable upon exercise of such options, holder
will be entitled to pre-emptive rights to purchase additional shares on the same

                                       42
<PAGE>

terms  in  order  to  retain  pro-rate  holder's  percentage  ownership  in  the
Corporation.

         (E)  TAG-ALONG  RIGHTS.  The  holders of shares of Series E Stock shall
have  tag-along  rights in the event of a sale or  disposition by any officer of
any  shares  of any class or series of the  Company's  capital  stock  excluding
certain transfers to family members.

         7.       REDEMPTION

                  (A) REDEMPTION BY THE  CORPORATION.  The Series E Stock may be
redeemed,  at the option of the  Corporation  upon not less than 30 days'  prior
written  notice,  in whole or in part, at a price per share equal to one hundred
percent  (100%) of the Series E Stock  Issue  Price plus all  accrued and unpaid
dividends to the date of redemption (the date the Corporation redeems the Series
E Stock, whether at the option of the Corporation pursuant to this Section 7(a),
at the option of any holder of Series E Stock  pursuant to Section  7(b) or upon
an initial public offering pursuant to Section 7(c) below, is referred to herein
as the "REDEMPTION  DATE") provided that the holders of the Series E Stock shall
be able to exercise the conversion  rights  described in Section 5 hereof at any
time prior to the Redemption Date.

                  (B)  REDEMPTION  UPON THE  OCCURRENCE  OF AN EVENT OF DEFAULT.
Upon the  occurrence  of any  Series E Stock  Event of  Default  (as  defined in
Section 7(e) below), any holder of shares of Series E Stock shall have the right
to require  (by written  notice  delivered  to the  corporation  (the  "HOLDERS'
REDEMPTION  DEMAND"),  within  sixty  (60) days after  such  holder or  holders'
receipt of the Series E Stock  Event of  Default  Notice (as  defined in Section
7(e) below)), the Corporation to redeem no later than thirty (30) days after the
Corporation's  receipt of the Holders'  Redemption  Demand all or any portion of
the Series E Stock owned by such holder or holders at a price per share equal to
one hundred  percent (100%) of the Series E Stock Issue Price,  plus all accrued
and unpaid  dividends on the shares of Series E Stock,  to be so redeemed to the
Redemption  Date.  In the event that the Holders'  Redemption  Demand is made by
less than all of the  holders of shares of the Series E Stock,  the  Corporation
shall  give  written  notice  of such  Holders'  Redemption  Demand to the other
holders of shares of Series E Stock, which notice shall (i) state the Redemption
Date,  which  date  should  be  not  later  than  thirty  (30)  days  after  the
Corporation's  receipt of the Holders'  Redemption  Demand, and (ii) be given at
least ten (10)  days  prior to such  Redemption  Date.  Upon the  giving of such
notice,  each holder of shares of Series E Stock may demand redemption of all or
any portion of such holder's Series E Stock by mailing written notice thereof to
the  corporation  at least  five (5) days  prior  to the  Redemption  Date.  The
Corporation  will redeem all shares of Series E Stock as to which  rights  under
this subsection have been exercised within thirty (30) days after receipt of the
Holders' Redemption Demand.

                  (C)  REDEMPTION  UPON AN  INITIAL  PUBLIC  OFFERING.  Upon the
closing  of an  underwritten  public  offering  of  Common  Stock  by means of a
registration  statement  filed by the  Corporation  under the  Securities Act of
1933, as amended, which offering does not exclusively relate to securities under
an employee  stock option,  bonus or other  compensation  plan,  and yields cash
proceeds to the  Corporation of not less than  $15,000,000  (net of underwriting

                                       43
<PAGE>

discounts and other expenses and including  proceeds received by the Corporation
upon exercise of any  over-allotment  option by  underwriters),  the Corporation
shall redeem,  for cash, all of the then outstanding shares of Series E Stock at
a price per share  equal to one  hundred  percent  (100%) of the  Series E Stock
Issue Price plus an amount equal to all unpaid dividends  accrued thereon to the
Redemption  Date.  The  Corporation  shall  provide to the  holders of shares of
Series E Stock prior written  notice of any such  underwritten  public  offering
thirty (30) days prior to the estimated date such offering will be consummated.

                  (D) REDEMPTION PROCEDURE.  On or prior to the Redemption Date,
the  Corporation  shall  deposit  the Series E Stock  Issue Price plus an amount
equal to all accrued and unpaid dividends on all outstanding  shares of Series E
Stock to be so redeemed to the Redemption Date (the  "REDEMPTION  PRICE") with a
bank or trust  corporation  having  aggregate  capital  and surplus in excess of
$500,000,000  as a trust fund for the benefit of the holders of shares of Series
E  Stock,  with  irrevocable  instructions  and  authority  to the bank or trust
corporation  to pay the  Redemption  Price for such  shares to their  respective
holders  on or after the  Redemption  Date upon  receipt of the  certificate  or
certificates of the shares of Series E Stock to be redeemed.  If the Corporation
makes such deposit in full,  from and after the  Redemption  Date, all rights of
the  holders  of shares of Series E Stock as holders of shares of Series E Stock
(except  the right to  receive  the  Redemption  Price upon  surrender  of their
certificate  or  certificates)  shall cease as to those shares of Series E Stock
being redeemed, and such shares shall not thereafter be transferred on the books
of the Corporation or be deemed to be outstanding for any purpose whatsoever. If
the Corporation does not make such deposit in full, all rights of the holders of
shares of Series E Stock  being  redeemed as holders of shares of Series E Stock
shall not cease as to any share until  payment in full of the  Redemption  Price
for such  share  being  redeemed  and until such time such  share  shall  remain
outstanding  and shall be  entitled to all the rights and  preferences  provided
herein. If on the Redemption Date the funds of the Corporation legally available
for redemption of shares of Series E Stock and Parity Securities  required to be
redeemed are insufficient to redeem the total number of shares of Series E Stock
and Parity Securities to be redeemed on such date, then the Corporation will use
those funds which are legally available  therefor to redeem the maximum possible
number  of shares of Series E Stock  and  Parity  Securities  ratably  among the
holders of such  securities to be redeemed based upon their holdings of Series E
Stock and Parity  Securities,  as  applicable.  Payments  shall first be applied
against accrued and unpaid  dividends,  and thereafter  against the remainder of
the  Redemption  Price.  The shares of Series E Stock not redeemed  shall remain
outstanding and entitled to all the rights and preferences  provided herein.  At
any time  thereafter  when  additional  funds  of the  Corporation  are  legally
available  for the  redemption  of  shares of Series E Stock,  such  funds  will
immediately  be used to redeem the balance of the shares of Series E Stock to be
redeemed.  No dividends or other distributions shall be declared or paid on, nor
shall the Corporation redeem, purchase or acquire any Junior Securities,  unless
the  Redemption  Price of all shares of Series E Stock to be redeemed shall have
been paid in full.

                  (E)      EVENTS  OF  DEFAULT.  A  "SERIES  E  STOCK  EVENT  OF
                           DEFAULT" shall be deemed to occur if:

                                       44
<PAGE>

                  (i)      the  Corporation  defaults  in making any  redemption
                           payment  that  it is  obligated  to  make  hereunder;
                           whether or not such payment is legally permissible or
                           conflicts  with any  other  agreement  to  which  the
                           Corporation or any of its  subsidiaries is a party or
                           by which any of its or their  respective  assets  are
                           bound; or

                  (ii)     the  Corporation  or any of  its  subsidiaries  which
                           would  be  a  "significant  subsidiary"  pursuant  to
                           Article   1-02   of   Regulation    S-X    ("MATERIAL
                           SUBSIDIARY") pursuant to or within the meaning of any
                           law under  Title 11 of the U.S.  code or any  similar
                           Federal,  state  or  foreign  law for the  relief  of
                           debtors ("BANKRUPTCY LAW"):

                  (A)      commences a voluntary case or proceeding with respect
                           to itself,

                  (B)      consents to the entry of an order for relief  against
                           it in an involuntary case or proceeding,

                  (C)      consents to the  appointment of a receiver,  trustee,
                           assignee,   liquidator,   sequestrator   or   similar
                           official under any Bankruptcy Law ("Custodian") of it
                           or for all or any material part of its property,

                  (D)      makes a general  assignment  for the  benefit  of its
                           creditors,

                  (E)      consents  to or  acquiesces  in  the  institution  of
                           bankruptcy or insolvency proceedings against it,

                  (F)      shall  generally  not pay its debts  when such  debts
                           become due or shall admit in writing its inability to
                           pay its debts generally, or

                  (G)      takes any corporate  action in  furtherance  of or to
                           facilitate,  conditionally  or otherwise,  any of the
                           foregoing; or

         (iii) a court of competent  jurisdiction  enters a decree,  judgment or
order under any Bankruptcy Law that:

                  (A)      is for relief against the Corporation or any Material
                           Subsidiary of the Corporation in an involuntary  case
                           or proceeding,

                  (B)      appoints a  Custodian  of the  Corporation  or of any
                           Material  Subsidiary  of the  Corporation  for all or
                           substantially all of its properties, or

                  (C)      orders  the   winding  up  or   liquidation   of  the
                           Corporation  or of  any  Material  Subsidiary  of the
                           Corporation,  and in each  case the  order or  decree
                           remains  unstayed  and in effect for sixty (60) days,
                           or

                                       45
<PAGE>

         (IV) the Converted  Shares are not registered and publicly trading on a
         national  exchange  within  ninety  days of closing on the issue of the
         Series E Preferred Stock.

If a Series E Stock Event of Default  occurs and is  continuing,  in addition to
any other notices required pursuant to this  Certificate,  the Corporation must,
within  thirty  (30) days after the  occurrence  of such Series E Stock Event of
Default, give to the holders of shares of Series E Stock notice of such Series E
Stock  Event of Default,  including a  reasonably  detailed  description  of the
events causing such Series E Stock Event of Default, and the actions proposed to
be taken by the Corporation in response thereto.

(F) FAILURE TO REDEEM.  If the  Corporation  shall fail at any time to discharge
its  obligation to redeem  shares of Series E Stock  pursuant to Section 7(b) or
(c) (a "Mandatory Redemption Obligation"),  such Mandatory Redemption Obligation
shall  be  discharged  as soon as the  Corporation  is  able to  discharge  such
Mandatory Redemption Obligation.  If and for so long as any Mandatory Redemption
Obligations  shall  not  fully be  discharged,  the  Corporation  shall  not (i)
directly or indirectly,  purchase, redeem or discharge any mandatory redemption,
sinking fund or other similar  obligation in respect of any Parity Securities or
any warrants,  rights oi options  exercisable for or convertible into any Parity
Securities  (except in connection with a mandatory  redemption,  sinking fund or
other similar obligation to be satisfied pro rata with any Mandatory  Redemption
Obligation  relating to the Series E Stock) or (ii)  declare or pay any dividend
or make any  distribution  on, or, directly or indirectly,  purchase,  redeem or
discharge  any  such  mandatory  redemption,   sinking  fund  or  other  similar
obligation  in respect  of any  Junior  Securities  or any  warrants,  rights or
options exercisable for or convertible into any Junior Securities.

8. APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS.  Commencing on the Original
Issue Date and for so long as any shares of Series E Stock are outstanding.  the
holders  of a majority  of the shares of Series E Stock  shall have the right to
elect, by a majority vote of the holders of the Series E Stock voting separately
as a class, two (2) members of the Board.

9. SHARES TO BE RETIRED. All shares of the Series E Stock redeemed, exchanged or
purchased by the  Corporation  shall be restored to the status of authorized but
unissued  shares of  Preferred  Stock and may  thereafter  be  redesignated  and
reissued as Preferred Stock other than Series E Stock; provided, however that no
such  shares  may  thereafter  be  issued  by the  Corporation  with  rights  or
privileges  ranking on a parity with,  or senior to, the Series E Stock  without
the affirmative  vote of the holders of a majority of the shares of the Series E
Stock, voting separately as a class.

10.  VOTING  RIGHTS.  The  holders  of shares of Series E Stock  shall vote as a
separate  class on all  matters  adversely  affecting  the  Series E Stock.  The
authorization  or issuance of additional  Common Stock,  Series E Stock or other
securities having liquidation,  dividend, voting or other rights junior to or on
a parity with, the Series E shall not be deemed to adversely affect the Series E
Stock.  Otherwise,  the holders of shares of Series E Stock shall be entitled to
full voting  rights as if their Series E Stock had converted at $1.30 per share,
including  all voting  rights  possessed by the owners of the Common  Stock.  In
addition  to the  other  voting  rights  of the  holders  of the  Series E Stock
specified  herein,  for so long as any shares of Series E Stock are outstanding,
the Corporation will not, and it will cause its subsidiaries not to, without the

                                       46
<PAGE>

affirmative  vote,  or the written  consent  pursuant  to the  Florida  Business
Corporation  Act,  of the  holders of a majority  of the  outstanding  shares of
Series E Stock:

(a) amend,  waive or repeal any provisions of, or add any provision to, (i) this
Certificate or (ii) any provision of the Certificate of Incorporation or By-Laws
of the  Corporation  or any other  certificate  of  designation  filed  with the
Secretary  of State of  Colorado  by the  Corporation  in a  manner  that  would
adversely effect or impair the rights of the holders of the Series E Stock;

(b) merge or  consolidate  with any other  corporation,  other  than a merger in
which the  Corporation is the survivor and the  stockholders  of the Corporation
immediately  prior thereto continue to represent at least fifty percent (50%) of
the  combined  voting  power  of  the  voting   securities  of  the  Corporation
outstanding immediately after such merger or consolidation;

(c) sell or dispose of all or substantially all of the Corporation's assets; or

(d) incur any indebtedness for borrowed money if as a result of, and immediately
after,  the  incurrence  of such  indebtedness  the  ratio of the  Corporation's
indebtedness  to tangible net worth (as determined in accordance  with generally
accepted accounting principles  consistently applied and maintained) will exceed
4.0 to 1.0; provided,  however,  that the Corporation may incur indebtedness for
borrowed money in connection  with (1) the  acquisition of a radiation  oncology
center or related medical facility if(A) the total purchase price (including all
cash and the fair market value of all non-cash  assets) paid by the  Corporation
for such  acquisition  shall not  exceed  five  times the pro forma  EBITDA  (as
determined by the Corporation in accordance with generally  accepted  accounting
principles  consistently  applied  and  maintained)  of the  center  or  medical
facility  to be  acquired,  and (B) the  acquisition  will be  accretive  to the
Corporation  based upon the pro forma profit and loss statement  prepared by the
Corporation  for the  acquisition;  and (2) the  development  of a new radiation
oncology center or related  medical  facility  (either  individually or together
with any other person or entity),  if the  development (A) will not increase the
Corporation's  ratio of  indebtedness  to tangible net worth (as  determined  in
accordance with generally accepted accounting  principles  consistently  applied
and maintained), and (B) will be accretive to the Corporation based upon the pro
forma profit and loss statement prepared by the Corporation for the development.

         11. REGISTRATION RIGHTS. Within ninety days of issuance of the Series E
Stock, the Corporation will file a Registration Statement to register the Common
Stock  underlying the Series E Stock.  The holder will be entitled to one demand
registration in any twelve month period and unlimited  piggyback  registrations.
The Corporation will bear the cost of all registrations  other than underwriting
commissions and discounts.

         12. FUTURE  PREFERRED  STOCK ISSUES.  The  Corporation may issue one or
more additional  Series of Preferred Stock without the consent of the holders of
Series E Stock,  provided,  however,  that the  rights and  preferences  of such
subsequent  series of  preferred  stock as to  liquidation,  dividends,  voting,
redemption,  and  registration  rights  shall not be  superior  (but may be pari
passu) to those of the Series E Stock.

Except as hereby  amended,  the  Articles of  Incorporation  of the  Corporation
remain the same.

                                       47
<PAGE>

         IV.      Elimination of Shares:  Pursuant to the  authorization  of the
                  Corporation's  Board of Directors  on December  12, 1997,  the
                  Corporation   had  designated  the  terms  and  conditions  of
                  1,000,000  shares of Series A Preferred Stock, par value $.001
                  per share.  Inasmuch  as no shares of the  Series A  Preferred
                  Stock remain  outstanding,  the Board of Directors has adopted
                  resolutions  pursuant  to Section  607.0631 of the Act setting
                  forth the elimination of the Series A Preferred  Stock, and in
                  accordance with said resolutions,  the Corporation's  Articles
                  of  Incorporation  are hereby amended.  The  Corporation  does
                  hereby  eliminate the  designations  of the Series A Preferred
                  Stock authorized pursuant to such designations.

         V.       These  Articles of Amendment to Articles of  Incorporation  of
                  the Corporation shall be effective as of the close of business
                  on January 17, 2001.

IN WITNESS  WHEREOF,  the  undersigned  being a director of the  Corporation has
executed these Articles of Amendment to Articles of  Incorporation  of WORLDWIDE
EQUIPMENT CORP. on January 17, 2001.

                                         WORLDWIDE EQUIPMENT CORP.


                                         By:/s/Mitchell Hymowitz
                                         Mitchell Hymowitz, Director