EXHIBIT 4.6
                                                                     -----------


                                  DYNAGEN, INC.


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                     AND RIGHTS OF SERIES N PREFERRED STOCK



         The undersigned officer of DynaGen, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify that, pursuant to authority conferred by the Certificate of
Incorporation, as amended to date, and pursuant to the provisions of Section 151
of the General Corporation Law of the State of Delaware, the Board of Directors
of DynaGen, Inc., on November 15, 2000 adopted a resolution providing for
certain powers, designations, preferences and relative, participating, optional
or other rights, and the qualifications, limitations or restrictions thereof, of
certain shares of Series N Preferred Stock, $.01 par value, of the Corporation,
which resolution is as follows:

         RESOLVED: That, pursuant to the authority vested in the Board of
Directors of the Corporation and in accordance with the General Corporation Law
of the State of Delaware and the provisions of the Corporation's Certificate of
Incorporation, a series of 30,000 shares of the class of authorized Preferred
Stock, par value $.01 per share, of the Corporation is hereby created as the
Series N Preferred Stock, and the designation and number of shares thereof and
the voting powers, preferences and relative, participating, option and other
special rights of the shares of such series, and the qualifications, limitations
and restrictions thereof, are as set forth on Exhibit A attached hereto.

         EXECUTED as of this 16th day of November, 2000.

                                          DYNAGEN, INC.



                                          By:   /s/ Dhananjay G. Wadekar
                                                -----------------------------
                                                Dhananjay G. Wadekar
                                                Executive Vice President


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                                    Exhibit A


(a)  Description and Designation of Series N Preferred Stock
     -------------------------------------------------------

     1. Designation and Definitions.
        ----------------------------

         (A) Designation. A total of 30,000 shares of the Corporation's
previously undesignated Preferred Stock, $.01 par value, shall be designated as
the "Series N Preferred Stock." The original issue price per share of the Series
N Preferred Stock shall be $100 (the "Original Issue Price").

         (B) Certain Definitions. As used herein, the following terms, unless
the context otherwise requires, have the following respective meanings:

                  (I) "Common Stock" means the common stock, par value $.01 per
share, of the Corporation.

                  (II) [intentionally omitted]

                  (III) "Conversion Notice Date" means (i) each date on which
the Corporation receives by telecopy written notice in accordance with Section
5(f) hereof from a holder of Series N Preferred Stock that such holder elects to
convert shares of its Series N Preferred Stock, or (ii) the date on which the
Corporation gives by telecopy written notice to holders of Series N Preferred
Stock to convert shares of Series N Preferred Stock.

                  (IV) "Conversion Price" means: (i) 80% of the Five Day Average
Quoted Price for the five Trading Days immediately preceding the Conversion
Notice Date, for the period from 61 days after the Issue Date, up to (but not
including) 121 days after the Issue Date; and (ii) 75% of the Five Day Average
Quoted Price for the five Trading Days immediately preceding the Conversion
Notice Date, for the period from and after 121 days after the Issue Date.

                  (V) "Discount Rate" means: (i) 20%, for the period from 61
days after the Issue Date up to (but not including) 121 days after the Issue
Date, and (ii) 25%, for the period from and after 121 days after the Issue Date.

                  (VI) The following shall constitute an "Event of Default":

                                    (a) The Company shall default in the payment
                                    of any amounts owed under the Series N
                                    Preferred Stock and the same shall continue
                                    for a period of ten (10) days; or

                                    (b) Any of the representations or warranties
                                    made by the Company

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                                    herein, in the Subscription Agreement, the
                                    Registration Rights Agreement (as defined in
                                    the Subscription Agreement) or in any
                                    certificate or financial or other written
                                    statements heretofore or hereafter furnished
                                    by the Company in connection with the
                                    execution and delivery of the Subscription
                                    Agreement shall be false or misleading in
                                    any material respect at the time made; or

                                    (c) The Company fails to issue shares of
                                    Common Stock to the holder or to cause its
                                    transfer agent to issue shares of Common
                                    Stock upon exercise by the holder of the
                                    conversion rights of the holder in
                                    accordance with the terms of the Series N
                                    Preferred Stock, fails to transfer or to
                                    cause its transfer agent to transfer any
                                    certificate for shares of Common Stock
                                    issued to the holder upon conversion of the
                                    shares of Series N Preferred Stock and when
                                    required by the Series N Preferred Stock or
                                    the Registration Rights Agreement, and such
                                    transfer is otherwise lawful, or fails to
                                    remove any restrictive legend or to cause
                                    its Transfer Agent to transfer on any
                                    certificate or any shares of Common Stock
                                    issued to the holder upon conversion of the
                                    shares of Series N Preferred Stock as and
                                    when required by the terms of the Series N
                                    Preferred Stock, the Subscription Agreement
                                    or the Registration Rights Agreement, and
                                    such legend removal is otherwise lawful, and
                                    any such failure shall continue uncured for
                                    five (5) business days; or

                                    (d) The Company shall fail to perform or
                                    observe, in any material respect, any other
                                    covenant, term, provision, condition,
                                    agreement or obligation of the Series N
                                    Preferred Stock and such failure shall
                                    continue uncured for a period of thirty (30)
                                    days after written notice from the holder of
                                    such failure; or

                                    (e) The Company shall fail to perform or
                                    observe, in any material respect, any
                                    covenant, term, provision, condition,
                                    agreement or obligation of the Company under
                                    the Subscription Agreement or the
                                    Registration Rights Agreement and such
                                    failure shall continue uncured for a period
                                    of thirty (30) days after written notice
                                    from the holder of such failure; or

                                    (f) The Company shall (1) admit in writing
                                    its inability to pay its debts generally as
                                    they mature; (2) make an assignment for the
                                    benefit of creditors or commence proceedings
                                    for its dissolution; or (3) apply for or
                                    consent to the appointment of a trustee,
                                    liquidator or receiver for its or for a
                                    substantial part of its property or
                                    business; or

                                    (g) A trustee, liquidator or receiver shall
                                    be appointed for the

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                                    Company or for a substantial part of its
                                    property or business without its consent and
                                    shall not be discharged within 120 days
                                    after such appointment; or

                                    (h) Any governmental agency or any court of
                                    competent jurisdiction at the instance of
                                    any governmental agency shall assume custody
                                    or control of the whole or any substantial
                                    portion of the properties or assets of the
                                    Company and shall not be dismissed within
                                    sixty (60) days thereafter; or

                                    (i) Any money judgment, writ or warrant of
                                    attachment, or similar process in excess of
                                    Two Hundred Thousand ($200,000) Dollars in
                                    the aggregate shall be entered or filed
                                    against the Company or any of its properties
                                    or other assets and shall remain unpaid,
                                    unvacated, unbonded or unstayed for a period
                                    of sixty (60) days or in any event later
                                    than five (5) days prior to the date of any
                                    proposed sale thereunder; or

                                    (j) Bankruptcy, reorganization, insolvency
                                    or liquidation proceedings or other
                                    proceedings for relief under any bankruptcy
                                    law or any law for the relief of debtors
                                    shall be instituted by or against the
                                    Company and, if instituted against the
                                    Company, shall not be dismissed within 120
                                    days after such institution or the Company
                                    shall by any action or answer approve of,
                                    consent to, or acquiesce in any such
                                    proceedings or admit the material
                                    allegations of, or default in answering a
                                    petition filed in any such proceeding; or

                                    (k) The Company shall have its Common Stock
                                    suspended or delisted from the
                                    over-the-counter market from trading for in
                                    excess of five (5) consecutive trading days.

                  (VII) "Fundamental Change" means: (i) any sale, lease,
exchange or other transfer of all or substantially all of the assets of the
Corporation; or (ii) any merger or consolidation to which the Corporation is a
party. Notwithstanding the foregoing, the following shall not be a Fundamental
Change: any transaction contemplated by that certain definitive proxy statement
filed with the United States Securities and Exchange Commission on November 3,
2000 or a merger or consolidation (a) to which the Corporation is a party; (b)
in which it is the surviving corporation and there is no resulting
reclassification of the outstanding Common Stock; and (c) after giving effect to
which, persons who were, immediately before the consummation or closing of such
merger or consolidation, holders of outstanding Common Stock will be the direct
or indirect owners of securities of the Corporation possessing, on a fully
diluted basis, at least fifty-one percent (51%) of the voting power of all
voting securities of the Corporation (excluding, for purposes of such
computation, any such person who also is a party to such merger or
consolidation).

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<PAGE>

                  (VIII) "Issue Date" means, with respect to each share of
Series N Preferred Stock held by any holder, the date on which the Corporation
originally issued such share to such holder (regardless of the number of times
transfer of such share is made on the stock transfer books maintained by or for
the Corporation, and regardless of the number of certificates which may be
issued to evidence such share, and irrespective of any subsequent transfer or
other disposition of such share to any other holder).

                  (IX) "Quoted Price" means the closing bid price of the Common
Stock of the Corporation as reported by the OTC Bulletin Board or Bloomberg.

                  (X) "Five Day Average Quoted Price" mean the average of the
closing bid price of the Common Stock of the Corporation as reported by the OTC
Bulletin Board or Bloomberg, for five (5) consecutive Trading Days, ending on
the day prior to the Conversion Notice Date.

                  (XI) "Trading Day" means a day on which the principal
securities exchange on which the Common Stock is listed or admitted to trading
is open for the transaction of business; or, if the Common Stock is not listed
or admitted to trading on any securities exchange but is listed on the Nasdaq
system (or such other trading system then in use by the National Association of
Securities Dealers, Inc.), a day on which such system is open for the
transaction of business; or, if the foregoing does not apply, any business day.

     2. Dividends. Except as expressly provided herein the holders of shares of
Series N Preferred Stock shall not be entitled to dividends.

         (A) Declared Dividends on Common Stock. If the Board of Directors shall
declare a cash dividend payable upon the then outstanding shares of Common Stock
(other than a stock dividend on the Common Stock distributed solely in the form
of additional shares of Common Stock), the holders of the Series N Preferred
Stock shall be entitled to the amount of dividends on the Series N Preferred
Stock as would be declared payable on the largest number of whole shares of
Common Stock into which the shares of Series N Preferred Stock held by each
holder thereof could be converted pursuant to the provisions of Section 5
hereof, such number determined as of the record date for the determination of
holders of Common Stock entitled to receive such dividend. Such determination of
"whole shares" shall be based upon the aggregate number of shares of Series N
Preferred Stock held by each holder, and not upon each share of Series N
Preferred Stock so held by the holder.

         (B) Dividends on Other Securities. The Board of Directors may declare
and the Corporation may pay or set apart for payment, or cause the accrual of,
stated or cumulative dividends and other distributions on any other series of
preferred stock, and may purchase or otherwise redeem any of the same (or any
warrants, rights, options or other securities exercisable therefor or
convertible or exchangeable therein), and the holders of Series N Preferred
Stock shall not be entitled to share therein.

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     3. Liquidation, Dissolution or Winding Up.
        ---------------------------------------

         (A) Treatment at Liquidation, Dissolution or Winding Up. In the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, or in the event of its insolvency, before any
distribution or payment is made to any holders of Common Stock or any other
class or series of capital stock of the Corporation designated to be junior to
the Series N Preferred Stock, the holder of each share of Series N Preferred
Stock shall be entitled to be paid first out of the assets of the Corporation
available for distribution to holders of the Corporation's capital stock of all
classes, whether such assets are capital, surplus or earnings, an amount equal
to the Original Issue Price per share of Series N Preferred Stock held by any
holder (the "Liquidation Value"). For purposes hereof, the Series N Preferred
Stock shall rank on liquidation junior only to the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred
Stock, the Series E Preferred Stock, the Series F Preferred Stock, the Series G
Preferred Stock, the Series H Preferred Stock, the Series I Preferred Stock, the
Series J Preferred Stock, the Series K Preferred Stock, the Series L Preferred
Stock and the Series M Preferred Stock.

         If, upon liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation available for distribution to its stockholders shall
be insufficient to pay the holders of the Series N Preferred Stock the full
amount to which they otherwise would be entitled, the holders of Series N
Preferred Stock shall share ratably in any distribution of available assets pro
rata in proportion to the respective liquidation preference amounts which would
otherwise be payable upon liquidation with respect to the outstanding shares of
the Series N Preferred Stock if all liquidation preference amounts with respect
to such shares were paid in full, based upon the aggregate Liquidation Value
payable upon all shares of Series N Preferred Stock then outstanding.

         After such payment shall have been made in full to the holders of the
Series N Preferred Stock, or funds necessary for such payment shall have been
set aside by the Corporation in trust for the account of holders of the Series N
Preferred Stock so as to be available for such payment, the remaining assets
available for distribution shall be distributed ratably among the holders of the
Common Stock and any class or series of capital stock designated to be junior to
the Series N Preferred Stock (if any) in right of payment upon any liquidation,
dissolution or winding up of the Corporation.

         The amounts set forth above shall be subject to equitable adjustment by
the Board of Directors whenever there shall occur a stock dividend, stock split,
combination, reorganization, recapitalization, reclassification or other similar
event involving a change in the capital structure of the Series N Preferred
Stock.

         (B) Distributions Other Than Cash. Whenever the distributions provided
for in this Section shall be payable in property other than cash, the value of
such distribution shall be the fair market value of such property as determined
in good faith by the Board of Directors. All distributions (including
distributions other than cash) made hereunder shall be made pro rata to the
holders of Series N Preferred Stock.

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<PAGE>

         (C) Events Not Deemed A Liquidation. A Fundamental Change will not be
deemed to be a liquidation, dissolution or winding up of the Corporation under
this Section 3.


     4. Voting Power.
        -------------

         (A) General. Except as expressly provided in this Section 4 or as
otherwise required by the General Corporation Law of the State of Delaware, each
holder of Series N Preferred Stock shall be entitled to vote on all matters and
shall be entitled to that number of votes equal to the largest number of whole
shares of Common Stock into which such holder's shares of Series N Preferred
Stock could be converted, pursuant to the provisions of Section 5 hereof, at the
record date for the determination of stockholders entitled to vote on any matter
or, if no such record date is established, at the date such vote is taken or any
written consent of stockholders is solicited. Except as otherwise required by
law, the holders of shares of Series N Preferred Stock and Common Stock shall
vote together (or render written consent in lieu of a vote) as a single class on
all matters submitted to the stockholders of the Corporation. The determination
as to the number of "whole shares" shall be based upon the aggregate number of
shares of Series N Preferred Stock held by each holder, not upon each share of
Series N Preferred Stock so held by the holder.

         (B) Amendments to Charter. For so long as there are any shares of
Series N Preferred Stock outstanding, the Corporation shall not amend its
Certificate of Incorporation or this Certificate of Designation without the
approval, by vote or written consent, of the holders of at least seventy-five
percent (75%) of the then outstanding shares of Series N Preferred Stock, voting
together as a class, each share of Series N Preferred Stock to be entitled to
one vote in each instance, if such amendment would adversely affect the rights
of the holders of Series N Preferred Stock, PROVIDED, HOWEVER, that the creation
of additional series of preferred stock with rights junior to the Series N
Preferred Stock shall be deemed not to adversely affect the rights of the
holders of the Series N Preferred Stock.

     5. Conversion Rights,
        ------------------

         (A) Conversion. Subject to Section 6 and as provided elsewhere in this
Section 5, each holder of Series N Preferred Stock shall have the right, at such
holder's option, to convert at any time on or after 61 days from the Issue Date,
any of the shares of Series N Preferred Stock held by such holder into such
number of fully paid and nonassessable shares of Common Stock as shall be
determined by multiplying the number of shares of Series N Preferred Stock to be
converted by a fraction, the numerator of which is the Original Issue Price, and
the denominator of which is the Conversion Price applicable to those shares;
PROVIDED THAT, without the prior written consent of the Company, in no event
shall any holder of Series N Preferred Stock convert more than twenty percent
(20%) of such holder's original number of shares of Series N Preferred Stock in
any period of five (5) consecutive Trading Days. On or after the third
anniversary of the date hereof, the Corporation may, at its option, by giving
thirty (30) days prior written notice to the holders of shares of Series N
Preferred Stock to be converted (the "Company Conversion Notice Period"),
convert all outstanding shares of Series N Preferred

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<PAGE>

Stock into such number of fully paid and non-assessable shares of Common Stock
as shall be determined by multiplying the number of shares of Series N Preferred
Stock to be converted by a fraction, the numerator of which is the Original
Issue Price, and the denominator of which is the applicable Conversion Price.
During the Company Conversion Notice Period, the holders of shares of Series N
Preferred Stock may continue to convert outstanding shares of Series N Preferred
Stock.

         (B) Limitation on Number of Shares. In addition, notwithstanding
anything herein to the contrary, except on sixty-five (65) days prior written
notice by the holder, no holder of Series N Preferred Stock shall have the
right, and the Corporation shall not have the obligation, to convert all or any
portion of the Series N Preferred Stock if and to the extent that the issuance
to such holder of shares of Common Stock upon such conversion, but without
giving effect to the unconverted portion of the Preferred Shares, would result
in such holder being deemed the beneficial owner of more than four and ninety
nine one-hundredths (4.99%) percent of the then outstanding shares of Common
Stock within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder.

         (C) Capital Reorganization or Reclassification. If the Common Stock
issuable upon the conversion of the Series N Preferred Stock shall be changed
into the same or different number of shares of any class or classes of capital
stock, whether by capital reorganization, recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for elsewhere in this Section 5, or the sale of all or substantially
all of the Corporation's capital stock or assets to any other person), then and
in each such event the holders of Series N Preferred Stock shall have the right
thereafter to convert such shares into the kind and amount of shares of capital
stock and other securities and property receivable upon such reorganization,
recapitalization, reclassification or other change by the holders of the number
of shares of Common Stock into which such shares of Series N Preferred Stock
might have been converted immediately prior to such reorganization,
recapitalization, reclassification or change, all subject to further adjustment
as provided herein.

         (D) Mandatory Conversion - Fundamental Change. If any Fundamental
Change shall occur, then, at the holder's option, each share of Series N
Preferred Stock outstanding as of the date of the consummation or closing
thereof shall be (and be deemed to have been) subject to redemption pursuant to
the terms of Section 6 herein, or converted automatically, without any further
action by the holders thereof, into such number of fully paid and nonassessable
shares of Common Stock as shall be determined by multiplying the number of
shares of Series N Preferred Stock outstanding on the date of such consummation
or closing date by a fraction, the numerator of which is the Original Issue
Price, and the denominator of which is the Conversion Price. Such conversion
shall be deemed to have occurred whether or not the certificates representing
such shares are surrendered to the Corporation or its transfer agent.

         The Corporation shall give notice of a proposed or anticipated
Fundamental Change to all holders of the Series N Preferred Stock not later than
thirty (30) days before the expected closing or consummation of such Fundamental
Change. The Corporation also shall give prompt notice of the closing or
consummation of such Fundamental Change to all holders of record of the

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Series N Preferred Stock as of the date of such closing or consummation. Each
holder of Series N Preferred Stock shall thereupon promptly surrender for
conversion, to the Corporation at its principal office or to any transfer agent
for the Series N Preferred Stock or the Common Stock, all certificates
representing all shares of Series N Preferred Stock held by such holder,
accompanied by a written notice specifying the name or names in which such
holder wishes the certificate(s) for shares of Common Stock to be issued.

         (E) Certificate as to Adjustments; Notice by Corporation. In each case
of an adjustment or readjustment of the Conversion Price, the Corporation at its
expense will furnish each holder of Series N Preferred Stock so affected with a
certificate prepared by an officer of the Corporation, showing such adjustment
or readjustment, and stating in detail the facts upon which such adjustment or
readjustment is based.

         (F) Exercise of Conversion Privilege. To exercise its conversion
privilege, a holder of Series N Preferred Stock shall give written notice by
telecopy to the Corporation at its principal office that such holder elects to
convert shares of its Series N Preferred Stock and shall thereafter surrender
the original certificate(s) representing the shares being converted to the
Corporation at its principal office. Such notice shall also state the name or
names (with its address or addresses, as well as the address(es) for delivery)
in which the certificate(s) for shares of Common Stock issuable upon such
conversion shall be issued. The certificate(s) for the shares of Series N
Preferred Stock surrendered for conversion shall be accompanied by proper
assignment thereof to the Corporation or in blank. As promptly as practicable
after the Corporation receives the original certificate(s) for the shares of
Series N Preferred Stock surrendered for conversion, the proper assignment
thereof to the Corporation or in blank and a telecopy of the notice of
conversion (collectively, the "Original Documentation"), but in no event more
than three (3) Trading Days after the later of the Corporation's receipt of the
Original Documentation and the Conversion Notice Date (the "Delivery Date"), the
Corporation shall issue and shall deliver to the holder of the shares of Series
N Preferred Stock being converted, at the addresses set forth therefor by the
holder, such certificate(s) as it may request for the number of whole shares of
Common Stock issuable upon the conversion of such shares of Series N Preferred
Stock in accordance with the provisions of this Section 5, and cash, as provided
in Section 5(g), in respect of any fraction of a share of Common Stock issuable
upon such conversion. Such conversion or any conversion upon the request of the
Corporation shall be deemed to have been effected immediately prior to the close
of business on the applicable Conversion Notice Date, and at such time the
rights of the holder as holder of the converted shares of Series N Preferred
Stock shall cease and the person(s) in whose name(s) any certificate(s) for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become the holder(s) of record of the shares of Common Stock represented
thereby.

         (G) Cash in Lieu of Fractional Shares. No fractional shares of Common
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series N Preferred Stock. Instead of any fractional
shares of Common Stock that would otherwise be issuable upon conversion of
Series N Preferred Stock, the Corporation shall pay to the holder of the share
of Series N Preferred Stock being converted a cash adjustment in respect of such
fractional shares in an amount equal to the same fraction of the market price
per share of the

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Common Stock (as determined in a reasonable manner prescribed by the Board of
Directors) at the close of business on the Conversion Notice Date. The
determination as to whether or not any fractional shares are issuable shall be
based upon the aggregate number of shares of Series N Preferred Stock being
converted at any one time by any holder thereof, not upon each share of Series N
Preferred Stock being converted.

         (H) Partial Conversion. In the event some but not all of the shares of
Series N Preferred Stock represented by a certificate(s) surrendered by a holder
are converted, the Corporation shall execute and deliver to or on the order of
the holder, at the expense of the Corporation, a new certificate representing
the number of shares of Series N Preferred Stock which were not converted. Such
new certificate shall be so delivered on or prior to the date set forth in
Section 5(e) for the delivery of certificates for shares of Common Stock.

         (I) Reservation of Common Stock. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of the
Series N Preferred Stock, two hundred percent (125%) of such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series N Preferred Stock (including
any shares of Series N Preferred Stock represented by any warrants, options,
subscription or purchase rights for the Series N Preferred Stock), and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of the Series
N Preferred Stock (including any shares of Series N Preferred Stock represented
by any warrants, options, subscriptions or purchase rights for the Series N
Preferred Stock), then the Corporation shall use all means reasonably available
to it, and promptly take any and all actions as may be necessary, to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purpose.

         (J) Delivery of Common Stock. In the event that the Corporation fails
to deliver the number of whole shares of Common Stock issuable upon conversion
pursuant to Section 5(f) (the "Conversion Stock") within five (5) business days
following the Delivery Date, the Corporation shall pay late payments to the
holder seeking conversion (the "Converting Holder") pursuant to the following
schedule: (i) for the sixth business day following the Delivery Date, $100 for
each $10,000 of Liquidation Value of Conversion Stock, (ii) for the seventh
business day following the Delivery Date, $200 for each $10,000 of Liquidation
Value of Conversion Stock, (iii) for the eighth business day following the
Delivery Date, $300 for each $10,000 of Liquidation Value of Conversion Stock,
(iv) for the ninth business day following the Delivery Date, $400 for each
$10,000 of Liquidation Value of Conversion Stock, (v) for the tenth business day
following the Delivery Date, $500 for each $10,000 of Liquidation Value of
Conversion Stock, for the tenth or more business day following the Delivery
Date, $500 plus an additional $200 for each $10,000 of Liquidation Value of
Conversion Stock for each additional business day in which the Conversion Stock
is not delivered.

         The Corporation shall pay any payments incurred under this Section
(5)(j) in immediately available funds upon demand. Nothing herein shall limit
the Converting Holder's right to pursue actual damages resulting in the
Corporation's failure to issue and deliver the Conversion Stock to the

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<PAGE>

Converting Holder. Furthermore, in addition to any other remedies which may be
available to the Converting Holder, in the event that, the transfer agent fails
to deliver such shares of Common Stock within five (5) business days after the
Delivery Date, the Converting Holder will be entitled to revoke the relevant
Notice of Conversion by delivering a notice to such effect to the Corporation
whereupon the Corporation and the Converting Holder shall each be restored to
their respective positions immediately prior to delivery of such notice of
conversion.

         If, by the relevant Delivery Date, the transfer agent fails for any
reason to deliver the Conversion Stock and after such Delivery Date, the
Converting Holder purchases, in an open market transaction or otherwise, shares
of Common Stock (the "Covering Shares") solely in order to make delivery in
satisfaction of a sale of Common Stock by the Converting Holder (the "Sold
Shares"), which delivery such Converting Holder anticipated to make using the
Conversion Stock (a "Buy-In"), the Corporation shall pay to the Converting
Holder, in addition to any other amounts due to such holder hereunder, and not
in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy In
Adjustment Amount" is the amount equal to the excess, if any, of (x) the
Converting Holder's total purchase price (including brokerage commissions, if
any) for the Converting Shares over (y) the net proceeds (after brokerage
commissions, if any) received by the Converting Holder from the sale of the Sold
Shares. The Corporation shall pay the Buy-In Adjustment Amount to the Purchaser
in immediately available funds immediately upon demand by the Converting Holder.
By way of illustration and not in limitation of the foregoing, if the Converting
Holder purchases shares of Common Stock having a total purchase price (including
brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of
Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount
which Corporation will be required to pay to the Converting Holder will be
$1,000.

         In lieu of delivering physical certificates representing the securities
issuable upon conversion, provided the Company's transfer agent is participating
in the Depository Trust Company ("DTC") Fast Automated Securities Transfer
program, upon request of the Converting Holder and its compliance with the
provisions contained in this paragraph, so long as the certificates therefor do
not bear a legend and the Converting Holder thereof is not obligated to return
such certificate for the placement of a legend thereon, the Company shall use
its best efforts to cause its transfer agent to electronically transmit the
shares of Common Stock issuable upon conversion to the Converting Holder by
crediting the account of Converting Holder's Prime Broker with DTC through its
Deposit Withdrawal Agent Commission system.

     6. Redemption Rights. At the Corporation's option, at any time, the
Corporation may redeem all or any of the then outstanding shares of Series N
Preferred Stock by giving written notice to the holders of shares of Series N
Preferred Stock to be redeemed (the "Redemption Notice") of its election to
redeem such shares. The Corporation shall pay in cash an amount equal to (i) the
Original Issue Price of the shares to be redeemed, divided by (ii) one minus the
Discount Rate applicable to the shares to be redeemed (the "Redemption Amount").

         The Company shall give at least ten (10) business days' written notice
of such redemption to the holder of shares of Series N Preferred Stock to be
redeemed (the "Notice of Redemption"). The date set for redemption shall be
defined as the Redemption Date. Anything in the preceding

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provisions of this Section 6 to the contrary notwithstanding, the Redemption
Amount shall, unless otherwise agreed to in writing by the holder after
receiving the Notice of Redemption, be paid to the holder in good funds at least
five (5) but not more than ten (10) business days after the Redemption Date,
except that, with respect to any shares of Series N Preferred Stock for which a
Notice of Redemption is given, the holder shall have the right, exercisable by
submitting a Notice of Conversion to the Company at any time before the
Redemption Date, to convert any or all of the shares of Series N Preferred Stock
sought to be redeemed (a "Redemption Notice Conversion") and the Redemption
Notice Conversion shall take precedence over the redemption contemplated by the
Notice of Redemption. Such shares of Series N Preferred Stock shall be converted
in accordance with the terms hereof, except that the limitation on the number of
shares which may be converted in a period of five (5) consecutive Trading Days
in Section 5(a) shall not apply to conversion under this Section 6. Furthermore,
in the event such Redemption Amount is not timely paid, any rights of the
Company to redeem outstanding shares of Series N Preferred Stock shall
terminate, and the Notice of Redemption shall be null and void. Any redemption
contemplated by this Section 6 shall be made only in cash by the payment of
immediately available good funds to the Holder.

     7. Event of Default. Upon an Event of Default, or at any time thereafter,
and in each and every such case, unless such Event of Default shall have been
waived in writing by the holder (which waiver shall not be deemed to be a waiver
of any subsequent default) at the option of the holder and in the holder's sole
discretion, the holder may require payment in full of the Redemption Amount, and
accrued but unpaid dividends on all or any of the then outstanding shares of
Series N Preferred Stock owned by such holder, without presentment, demand,
protest or notice of any kind, all of which are hereby expressly waived,
anything herein or in any note or other instruments contained to the contrary
notwithstanding, and the holder may immediately enforce any and all of the
holder's rights and remedies provided herein or any other rights or remedies
afforded by law.

     8. Notices of Record Date. In the event of any:
        -----------------------

         (A) taking by the Corporation of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or

         (B) capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation, any merger or
consolidation of the Corporation, or any transfer of all or substantially all of
the assets of the Corporation to any other Corporation, or any other entity or
person, or

         (C) voluntary or involuntary dissolution, liquidation or winding up of
the Corporation,

then and in each such event the Corporation shall telecopy and thereafter mail
or cause to be mailed to each holder of Series N Preferred Stock a notice
specifying (i) the date on which any

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<PAGE>

such record is to be taken for the purpose of such dividend, distribution or
right and a description of such dividend, distribution or right, (ii) the date
on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected to
become effective, and (iii) the time, if any, that is to be fixed, as to when
the holders of record of Common Stock (or other securities) shall be entitled to
exchange their shares of Common Stock (or other securities) for securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up. Such notice shall be telecopied and thereafter mailed by first class
mail, postage prepaid, or by express overnight courier service, at least ten
(10) days prior to the date specified in such notice on which such action is to
be taken.

     9. Spin Off. The Company agrees that for as long as shares of Series N
Preferred Stock remain outstanding, the Company will not, without the consent of
the Holder, spin off or otherwise divest itself of a part of its business or
operations or dispose all or of a part of its assets in a transaction (the "Spin
Off") in which the Company does not receive just compensation for such business,
operations or assets, but causes securities of another entity (the "Spin Off
Securities") to be issued to security holders of the Company. If, for any
reason, prior to the Conversion Notice Date or the date of payment of the
Redemption Amount hereunder, the Company, with the consent of the Holder,
consummates a Spin Off, then the Company shall cause (i) to be reserved Spin Off
Securities equal to the number thereof which would have been issued to the
Holder had all of the holder's shares of Series N Preferred Stock outstanding on
the record date (the "Record Date") for determining the amount and number of
Spin Off Securities to be issued to security holders of the Company (the
"Outstanding Series N Preferred Stock") been converted as of the close of
business on the trading day immediately before the Record Date (the "Reserved
Spin Off Shares"), and (ii) to be issued to the Holder on the conversion of all
or any of the Outstanding Series N Stock, such amount of the Reserved Spin Off
Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction,
of which (a) the numerator is the principal amount of the Outstanding Series N
Preferred Stock then being converted, and (b) the denominator is the principal
amount of the Outstanding Series N Preferred Stock.

     10. General.
         --------

         (A) Replacement of Certificates. Upon the Corporation's receipt, from
the holder of any certificate evidencing shares of Series N Preferred Stock, of
evidence reasonably satisfactory to the Corporation (an affidavit of such holder
will be satisfactory) of the ownership and the loss, theft, destruction or
mutilation of such certificate, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation, and in the case of any such mutilation, upon surrender of such
certificate, the Corporation (at its expense) shall execute and deliver to such
holder, in lieu of such certificate, a new certificate that represents the
number of shares represented by, is dated the date of, is issued in the name of
the holder of, and is substantially identical in form of, such lost, stolen,
destroyed or mutilated certificate.

         (B) Payment of Taxes. The Corporation shall pay all taxes (other than
taxes based upon income) and other governmental charges that may be imposed in
connection with the

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<PAGE>

issuance or delivery of any shares of Common Stock (or other of the
Corporation's securities) that results from the conversion of shares of Series N
Preferred Stock pursuant to this Certificate of Designations. If the
Corporation, pursuant to a notice from a holder of any shares of Series N
Preferred Stock, effects the issuance or delivery of any shares of Common Stock
(or other of the Corporation's securities) in any name(s) other than such
holder's name, then such holder shall deliver to the Corporation with the
aforesaid notice (A) all transfer taxes and other governmental charges payable
upon the issuance or delivery of securities in such other name(s) or (B)
evidence satisfactory to the Corporation that such taxes and charges have been
or shall be paid in full.

         (C) Status of Redeemed or Converted Shares. Shares of Series N
Preferred Stock that are redeemed, converted or otherwise acquired by the
Corporation in any manner (including by purchase or exchange) shall be canceled
and upon cancellation (i) shall no longer be deemed to be outstanding, (ii)
shall become authorized but unissued shares of preferred stock undesignated as
to series, and (iii) may be reissued as part of another series of preferred
stock.

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