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                                                                    EXHIBIT 10.2

                             PHOENIX NETWORK, INC.
                                 CERTIFICATE OF
                                DESIGNATIONS OF
                            SERIES F PREFERRED STOCK

                                   -----------

         The undersigned, WALLACE M. HAMMOND, the President of PHOENIX NETWORK,

INC., a Delaware corporation (the "Corporation"), the Restated Certificate of

Incorporation of which was filed in the office of the Secretary of State of the

State of Delaware on December 12, 1990, acting pursuant to Section 151 of the

General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY that at a

meeting of the Board of Directors of the Corporation duly convened and held on

September 29, 1995 the following resolution was adopted:

                 RESOLVED, that pursuant to Article IV of the Corporation's
         Restated Certificate of Incorporation relating to the shares of the
         Corporation, the Board of Directors hereby authorizes, fixes and
         creates a series of Preferred Stock, par value $.01 per share, having
         the following powers, preferences, designations, rights and other
         characteristics:

         A.      One Million Two Hundred Thousand (1,200,000) of the authorized
shares of Preferred Stock are hereby designated "Series F Preferred Stock."

         B.      The rights, preferences, privileges, restrictions and other
matters relating to the Series F Preferred Stock are as follows:

                 1.     RANKING.  The Series F Preferred Stock shall rank as to
dividends and upon liquidation, dissolution or winding up of the Corporation (i)
on a parity with the Corporations's Series A Preferred and Series B Preferred
Stock and with any class or series of Preferred Stock which by its express terms
provides that it ranks on a parity with the Series F Preferred Stock
(collectively, the "Pari Passu Stock"), and (ii) prior to any class of common
equity of the Corporation and any other class or series of capital stock which
by its express terms provides that it ranks junior to the Series F Preferred
Stock or which does not expressly provide for any ranking as to dividends,
liquidation, dissolution or winding up  (collectively, the "Junior Stock").


                                       1.
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                 2.     DIVIDENDS.

                        (a)     The holders of Series F Preferred Stock shall
be entitled to receive cumulative dividends at the rate of nine percent (9%)
per annum per share (as adjusted for any combinations, consolidations, stock
distributions or dividends, stock splits, reverse stock splits or other similar
transactions with respect to such shares) payable, when, as and if declared by
the Board of Directors out of legally available funds therefor.  Subject to
Section 2(b) below, such dividends shall be payable in cash annually on January
1st of each year (unless such day is not a business day, in which event on the
next succeeding business day) (each a "Dividend Payment Date"), commencing on
the next Dividend Payment Date succeeding the date of original issue of such
shares of Series F Preferred Stock, to holders of record as they appear on the
register of the Corporation for the Series F Preferred Stock on the 15th day
immediately preceding such Dividend Payment Date.  Dividends on shares of
Series F Preferred Stock shall be computed on the basis of a 360-day year of
twelve 30-day months and shall accumulate from the date of original issue of
such shares.  Any declaration of a dividend may be for a portion, or all, of
the then accumulated dividends.  Any accumulated dividends that are not paid
will continue to cumulate in the manner described above.

                 (b)     Solely at the option of the Corporation, dividends may
be paid, instead of in cash, on declaration of the Board of Directors, in shares
of the Corporation's common stock, par value $.001 per share (the "Common
Stock"), to the extent of legally available surplus of the Corporation, in
respect of any or all Dividend Payment Dates.  The aggregate par value of Common
Stock issued in payment of any dividend shall be transferred from the legal
surplus of the Corporation to its capital at the time of such payment. If a
dividend is to be paid in Common Stock, the number of shares of Common Stock to
be issued in payment of the dividend with respect to each outstanding share of
Series F Preferred Stock shall be determined by dividing the amount of the
dividend to be paid with respect to such share of Series F Preferred Stock by an
amount equal to the Fair Market Value (as defined in Section 5(c) below) of the
Common Stock on the date such dividend is declared by the Board of Directors.
Any such shares distributed as a dividend shall first be registered on a
registration statement with the Securities and Exchange Commission (the "SEC")
and such registration statement shall have been declared effective by the SEC.

                 (c)     No dividend or distribution in cash, shares of capital
stock or other property shall be paid or declared and set apart for payment on
any date on or in respect of (i) the Junior Stock (any such dividend or
distribution on such stock hereinafter referred to as a "Junior Stock
Distribution"), or (ii) any Pari Passu Stock (any such dividends or
distributions on such stock hereinafter referred to as a "Pari Passu Stock
Distribution"), unless, contemporaneously therewith or with respect to the
immediately preceding Dividend Payment Date for the Series F Preferred Stock, a
dividend or distribution is or was paid or declared and set apart for payment on
or in respect of the Series F Preferred Stock, payable at the rate set forth
herein and payable on a date no later than the payment date set forth for such
Junior Stock Distribution or Pari Passu Stock Distribution, as the case may be.


                                       2.
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                 (d)     In no event may the Corporation (i) make a Junior
Stock Distribution or a Pari Passu Stock Distribution while there are dividends
in arrears on the Series F Preferred Stock or (ii) redeem, purchase or
otherwise acquire for value any Junior Stock or Pari Passu Stock unless, prior
to or contemporaneously with such redemption, purchase or acquisition the
Series F Preferred Stock is redeemed in full (in the case of redemption,
purchase or acquisition of Junior Stock) or on a pro rata basis based on
liquidation preference (in the case of redemption, purchase or acquisition of
Pari Passu Stock).

                 3.       LIQUIDATION PREFERENCE.

                          (a)     In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary,  the holders
of the Series F Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Junior Stock, the amount of Ten Dollars
($10.00) per share in cash (as adjusted for any stock subdivisions,
combinations or consolidations or any stock distributions or dividends with
respect to such shares) plus an amount in cash equal to all accrued but unpaid
dividends (the "Liquidation Preference") on each share of Series F Preferred
Stock then held by them and no more.  If upon the occurrence of such event, the
assets and funds thus distributed among the holders of the Series F Preferred
Stock and the Pari Passu Stock shall be insufficient to permit the payment to
such holders of their Liquidation Preference, then the entire assets and funds
of the Corporation legally available for distribution shall be distributed
among the holders of the Series F Preferred Stock and the Pari Passu Stock
ratably in accordance with the respective amounts which would be payable on
such shares if all amounts payable thereon were paid in full.

                          (b)     After payment to the holders of the Series F
Preferred Stock of the Liquidation Preference, the entire remaining assets and
funds of the Corporation legally available for distribution, if any, shall be
distributed among the holders of the Junior Stock in accordance with the
corporation's Certificate of Incorporation or any other Certificate of
Designation with respect to the Preferred Stock.

                          (c)     For the purposes of this Section 3, neither
the merger or the consolidation of the Corporation into or with another
corporation, nor the merger or consolidation of any other corporation into or
with the Corporation, nor the voluntary sale, conveyance, exchange, transfer or
other disposition (for cash, shares of stock, securities or other
consideration) of all or substantially all the property or assets of the
Corporation, shall be deemed to be a voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation.

                 4.       VOTING RIGHTS.

                          (a)     Except as otherwise expressly provided herein
or as required by law, the Series F Preferred Stock shall vote together with
the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred
Stock, Series E Preferred Stock and the Common Stock as a single class.  The
holder of each share of Series F Preferred Stock shall be entitled to that

                                       3.

<PAGE>   4

number of votes equal to the number of shares of Common Stock into which such
share could then be converted pursuant hereto and shall be entitled to notice
of all stockholders' meetings in accordance with the Bylaws of the Corporation.


                          (b)     So long as at least Two Hundred Thousand
(200,000) shares of Series F Preferred Stock remain outstanding, the holders of
the Series F Preferred Stock then outstanding shall be entitled, voting
together as a class, to elect two (2) directors of the Corporation at each
election of directors.  If there shall cease to be at least One Hundred Fifty
Thousand (150,000) shares of Series F Preferred Stock outstanding but there
shall remain at least Seventy Five Thousand (75,000) shares of such stock
outstanding, the holders of the Series F Preferred Stock then shall be entitled
voting as a class to elect one (1) director.  Any vacancy occurring because of
the death, resignation or removal of a director elected by the holders of
Series F Preferred Stock shall be filled by the vote or written consent of the
holders of a majority of the shares of Series F Preferred Stock.

                 5.       CONVERSION.  The holders of the Series F Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):

                          (a)     RIGHT TO CONVERT.  Each share of Series F
Preferred Stock shall be convertible, at the option of the holder thereof, or,
with respect to all of the Series F Preferred Stock, upon the vote or written
consent of the holders of at least sixty-six and two thirds percent (66 2/3%) in
interest of the Series F Preferred Stock, at any time after the date of issuance
of such shares, at the office of the Corporation or any transfer agent for such
stock, into such number of fully paid and nonassessable shares of Common Stock
as is determined by dividing ten dollars ($10.00) (the "Original Issue Price")
plus all accrued and unpaid dividends, on each share of Series F Preferred Stock
by the then applicable Conversion Price (as hereinafter defined) in effect on
the date the certificate is surrendered for conversion. The price at which
shares of Common Stock shall be deliverable upon conversion (the "Conversion
Price") shall initially be two dollars and fifty cents ($2.50) per share of
Common Stock.  Such initial Conversion Price shall be adjusted as hereinafter
provided.

                          (b)     MECHANICS OF CONVERSION.  Before any holder
of Series F Preferred Stock shall be entitled to convert the same into shares
of Common Stock, he shall surrender the certificate or certificates thereof,
duly endorsed, at the office of the Corporation or of any transfer agent for
such stock, and shall give written notice to the Corporation at such office
that he elects to convert the same and shall state therein the name or names in
which he wishes the certificate or certificates for shares of Common Stock to
be issued.  The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series F Preferred Stock, a
certificate or certificates for the number of shares of Common Stock to which
he shall be entitled as aforesaid.  Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of surrender
of the shares of Series F Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.


                                       4.

<PAGE>   5

                          (c)     ADJUSTMENTS TO CONVERSION PRICE FOR DILUTING
ISSUES.

                                 (i)       SPECIAL DEFINITIONS.  For purposes of
this Section 5(c), the following definitions shall apply:

                                           (1)     "OPTIONS" shall mean rights,
options, or warrants to subscribe for, purchase or otherwise acquire either
Common Stock or Convertible Securities.

                                           (2)     "ORIGINAL ISSUE DATE" shall
mean the date on which a share of Series F Preferred Stock was first issued.

                                           (3)     "CONVERTIBLE SECURITIES"
shall mean any evidences of indebtedness, shares (other than Common Stock and
Series F Preferred Stock) or other securities convertible into or exchangeable
for Common Stock.

                                           (4)     "ADDITIONAL SHARES OF COMMON
STOCK" shall mean all shares of Common Stock issued (or, pursuant to Section
5(c)(iii), deemed to be issued) by the Corporation after the Original Issue
Date, other than shares of Common Stock issued or issuable:

                                                     (A)      upon conversion of
shares of Series F Preferred Stock;

                                                     (B)      to officers,
directors or employees of the Corporation, under a stock option plan approved by
the Board of Directors, to the extent such issuances do not exceed 15% of the
fully diluted Common Stock outstanding on the date of the original issue of
Series F Preferred Stock;

                                                     (C)      as a dividend or
distribution on the Preferred Stock authorized and outstanding on the date
hereof in accordance with the terms of any applicable Certificate of
Designations; or

                                                     (D)      for which
adjustment of the Conversion Price is made pursuant to Section 5(c)(vi).

                                            (5)     "FAIR MARKET VALUE" shall
mean the average closing price of the Company's Common Stock as listed on the
American Stock Exchange over the twenty (20) business days immediately preceding
the determination of Fair Market Value or in the event such Common Stock is not
listed on the American Stock Exchange then on any other recognized exchange
using the same twenty (20) day trading period or if not listed on any exchange,
then Fair Market Value shall be determined in good faith by the Board of
Directors of the Corporation.

                                 (ii)         NO ADJUSTMENT OF CONVERSION PRICE.
No adjustment in the Conversion Price of a particular share of Series F
Preferred Stock shall be made in respect


                                       5.
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of the issuance of Additional Shares of Common Stock unless the consideration
per share for an Additional Share of Common Stock issued or deemed to be issued
by the Corporation is less than the Fair Market Value in effect on the date of
such issuance.

                                 (iii)         DEEMED ISSUE OF ADDITIONAL SHARES
OF COMMON STOCK. Subject to paragraph 5(c)(i)(4)(B) herein, in the event the
Corporation at any time or from time to time after the Original Issue Date shall
issue any Options or Convertible Securities or shall fix a record date for the
determination of holders of any class of securities then entitled to receive any
such Options or Convertible Securities, then the maximum number of shares (as
set forth in the instrument relating thereto without regard to any provisions
contained therein designed to protect against dilution) of Common Stock issuable
upon the exercise of such Options or, in the case of Convertible Securities and
Options therefor, the conversion or exchange of such Convertible Securities,
shall be deemed to be Additional Shares of Common Stock issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close
of business on such record date, provided that Additional Shares of Common Stock
shall not be deemed to have been issued unless the consideration per share
(determined pursuant to Section 5(c)(v) hereof) of such Additional Shares of
Common Stock would be less than the Fair Market Value on the date of issuance,
or such record date, as the case may be, and provided further that in any such
case in which Additional Shares of Common Stock are deemed to be issued:

                                            (1)     no further adjustments in
the Conversion Price shall be made upon the subsequent issue of Convertible
Securities or shares of Common Stock upon the exercise of such Options or
conversion or exchange of such Convertible Securities;

                                            (2)     if such Options or
Convertible Securities by their terms provide, with the passage of time or
otherwise, for any increase in the consideration payable to the Corporation, or
decrease in the number of shares of Common Stock issuable, upon the exercise,
conversion or exchange thereof, the Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under
such Convertible Securities (provided, however, that no such adjustment of the
Conversion Price shall affect Common Stock previously issued upon conversion of
the Series F Preferred Stock);

                                            (3)     upon the expiration of any
such Options or any rights of conversion or exchange under such Convertible
Securities which shall not have been exercised, the Conversion Price computed
upon the original issue thereof (or upon the occurrence of a record date with
respect thereto), and any subsequent adjustments based thereon, shall, upon such
expiration, be recomputed as if:

                                                    (A)      in the case of
Convertible Securities or Options for Common Stock the only Additional Shares of
Common Stock issued were the shares of Common Stock, if any, actually issued
upon the exercise of such Options or the conversion


                                       6.
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or exchange of such Convertible Securities and the consideration received
therefor was the consideration actually received by the Corporation for the
issue of all such Options, whether or not exercised, plus the consideration
actually received by the Corporation upon such exercise, or for the issue of all
such Convertible Securities which were actually converted or exchanged, plus the
additional consideration, if any, actually received by the Corporation upon such
conversion or exchange, and

                                                    (B)     in the case of
Options for Convertible Securities, only the Convertible Securities, if any,
actually issued upon the exercise thereof were issued at the time of issue of
such Options and the consideration received by the Corporation for the
Additional Shares of Common Stock deemed to have been then issued was the
consideration actually received by the Corporation for the issue of all such
Options, whether or not exercised, plus the consideration deemed to have been
received by the Corporation (determined pursuant to Section 5(c)(v)) upon the
issue of the Convertible Securities with respect to which such Options were
actually exercised;

                                            (4)     no readjustment pursuant to
clauses (2) or (3) above shall have the effect of increasing the Conversion
Price to an amount which exceeds the lower of (A) the Conversion Price on the
original adjustment date, or (B) the Conversion Price that would have resulted
from any issuance of Additional Shares of Common Stock between the original
adjustment date and such readjustment date;

                                            (5)     in the case of any Options
that expire by their terms not more than thirty (30) days after the date of
issue thereof, no adjustment of the Conversion Price shall be made, except as to
shares of Series F Preferred Stock converted in such period, until the
expiration or exercise of all such Options, whereupon such adjustment shall be
made in the same manner provided in clause (3) above; and

                                            (6)     if any such record date
shall have been fixed and such Options or Convertible Securities are not issued
on the date fixed thereof, the adjustment previously made in the Series F
Conversion Price which became effective on such record date shall be canceled as
of the close of business on such record date, and shall instead be made on the
actual date of issuance, if any.

                               (iv)         ADJUSTMENT OF CONVERSION PRICE UPON
ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.  In the event the Corporation
shall issue Additional Shares of Common Stock (including Additional Shares of
Common Stock deemed to be issued pursuant to Section 5(c)(iii)) without
consideration or for a consideration per share less than the Fair Market Value
in effect on the date of and immediately prior to such issue, then and in such
event, such Conversion Price shall be adjusted, concurrently with such issue, to
the price (calculated to the nearest cent) determined by multiplying the
Conversion Price by a fraction (a) the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to the issuance of such
Additional Shares of Common Stock plus the number of shares of Common Stock
which the aggregate consideration for the total number of such Additional Shares
of Common Stock so issued would purchase at the Fair Market Value, and


                                       7.
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(b) the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of such Additional Shares of
Common Stock plus the number of such Additional Shares of common stock so
issued.

                               (v)         DETERMINATION OF CONSIDERATION.  For
purposes of this Section 5(c), the consideration received by the Corporation for
the issue of any Additional Shares of Common Stock shall be computed as follows:

                                           (1)     CASH AND PROPERTY.  Such
consideration shall:

                                                   (A)      insofar as it
consists of cash, be computed at the aggregate amount of cash received by the
Corporation excluding amounts paid or payable for accrued interest or accrued
dividends;

                                                   (B)      insofar as it
consists of property other than cash, be computed at the fair value thereof at
the time of such issue, as determined in good faith by the Board of Directors;
and

                                                   (C)      in the event
Additional Shares of Common Stock are issued together with other shares or
securities or other assets of the Corporation for consideration which covers
both, be the proportion of such consideration so received, computed as provided
in clauses (A) and (B) above, as determined in good faith by the Board of
Directors.

                                           (2)     OPTIONS AND CONVERTIBLE
SECURITIES.  The consideration per share received by the Corporation for
Additional Shares of Common Stock deemed to have been issued pursuant to Section
5(c)(iii), relating to Options and Convertible Securities, shall be determined
by dividing

                                                   (A)      the total amount, if
any, received or receivable by the Corporation as consideration for the issue of
such Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein designed to protect against
dilution) payable to the Corporation upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of Options
for Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible Securities by

                                                   (B)      the maximum number
of shares of Common Stock (as set forth in the instruments relating thereto,
without regard to any provision contained therein designed to protect against
dilution) issuable upon the exercise of such Options or the conversion or
exchange of such Convertible Securities.

                               (vi)         ADJUSTMENTS FOR COMBINATIONS OR
SUBDIVISIONS OF COMMON STOCK.  In the event the Corporation at any time or from
time to time after the Original Issue Date shall declare or pay any dividend on
the Junior Stock in Common Stock or


                                       8.
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in any right to acquire Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise), or in the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
then the Conversion Price in effect immediately prior to such event shall,
concurrently with the effectiveness of such event, be proportionately decreased
or increased, as appropriate.

                          (d)     REDEMPTION.

                                  (i)         RIGHT TO REDEEM AND VOLUNTARY
CONVERSION.  Any or all of the outstanding shares of Series F Preferred Stock
shall be redeemable by the Corporation in the event that the market price of the
Corporation's outstanding Common Stock (as quoted on any national or regional
securities exchange or automated quotation system on which or through which the
Corporation's Common Stock is traded) has equaled or exceed for a period of at
least twenty (20) consecutive trading days 200% of the Conversion Price in
effect during such period.  In the event that any holder of Series F Preferred
Stock has not responded to the Corporation's notice of redemption within ten
(10) days, then such Series F Preferred shall be deemed to be a voluntary
conversion of such Series F Preferred Stock into Common Stock by the holder
pursuant to Section 5(a) above.

                                  (ii)         MECHANICS OF REDEMPTION.  Before
the Corporation shall be entitled to redeem any of the shares of Series F
Preferred Stock, it shall give written notice to each holder thereof whose
shares of Series F Preferred Stock are to be redeemed indicating the number of
shares of Series F Preferred Stock to be redeemed.  Each holder thereof shall,
as soon as practicable thereafter, surrender its certificates for such shares,
duly endorsed, at the office of the Corporation or of any transfer agent for
such shares, at which time the Corporation shall pay to such holder the
Redemption Price (defined below) for each such share to be redeemed.  The
Redemption Price shall be payable in cash or by check, which need not be
certified.  Such redemption shall be deemed to have been made immediately prior
to the close of business on the date of tender of the Redemption Price for the
shares of Series F Preferred Stock to be redeemed.

                                  (iii)         REDEMPTION PRICE DEFINED.  The
"Redemption Price" shall mean the Original Issue Price plus all accrued but
unpaid dividends on each share of Series F Preferred Stock to be redeemed.

                          (e)     OTHER DISTRIBUTIONS. In the event the
Corporation shall at any time or from time to time make or issue, or fix a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the
Corporation or any of it subsidiaries other than Additional Shares of Common
Stock, then in each such event provision shall be made so that the holders of
Series F Preferred Stock shall receive, upon the conversion thereof, the
securities of the Corporation which they would have received had their stock
been converted into Common Stock on the date of such event.


                                       9.
<PAGE>   10

                          (f)     NO IMPAIRMENT.  The Corporation will not, by
amendment of its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series F Preferred Stock against impairment.

                          (g)     CERTIFICATES AS TO ADJUSTMENTS.  Upon the
occurrence of each adjustment or readjustment of the Conversion Price pursuant
to this Section 5, the Corporation shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series F Preferred Stock a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.  The Corporation shall, upon the written request at any
time of any holder of Series F Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Price at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of Series F Preferred Stock.

                          (h)     NOTICES OF RECORD DATE.  In the event of any
taking by the Corporation of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive
any dividend (other than a cash dividend) or other distribution, any security or
right convertible into or entitling the holder thereof to receive Additional
Shares of Common Stock, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or
to receive any other right, the Corporation shall mail to each holder of Series
F Preferred Stock at least twenty (20) days prior to the date specified therein,
a notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, security or right, and the amount and
character of such dividend, distribution, security or right.

                          (i)     ISSUE TAXES.  The Corporation shall pay any
and all issue and other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of shares of Series F Preferred
Stock pursuant hereto; provided, however, that the Corporation shall not be
obligated to pay any transfer taxes resulting from any transfer requested by any
holder in connection with any such conversion.

                          (j)     RESERVATION OF STOCK ISSUABLE UPON 
CONVERSION. 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 F Preferred Stock, 
such number of its shares of Common Stock as shall from time to time be 
sufficient to effect the conversion of all outstanding shares of the Series F 
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 F Preferred Stock, the Corporation will 
take such corporate action as may, in the opinion of its counsel, be

                                      10.
<PAGE>   11

necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose, including, without
limitation, engaging in best efforts to obtain the requisite shareholder
approval of any necessary amendment to these Articles.

                          (k)     FRACTIONAL SHARES.  No fractional share shall
be issued upon the conversion of any share or shares of Series F Preferred
Stock.  All shares of Common Stock (including fractions thereof) issuable upon
conversion of more than one share of Series F Preferred Stock by a holder
thereof shall be aggregated for purposes of determining whether the conversion
would result in the issuance of any fractional share.  If, after the
aforementioned aggregation, the conversion would result in the issuance of a
fraction of a share of Common Stock, the Corporation shall, in lieu of issuing
any fractional share, pay the holder otherwise entitled to such fraction a sum
in cash equal to the fair market value of such fraction on the date of
conversion (as determined in good faith by the Board of Directors of the
Corporation).

                          (l)     NOTICES.  Any notice required by the
provisions of this Section 4 to be given to the holders of shares of Series F
Preferred Stock shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at his address
appearing on the books of the Corporation.

                          (m)     ADJUSTMENTS.  In case of any reorganization
or any reclassification of the capital stock of the Corporation, any
consolidation or merger of the Corporation with or into another corporation or
corporations, or the conveyance of all or substantially all of the assets of the
Corporation to another corporation, each share of Series F Preferred Stock shall
thereafter be convertible into the number of shares of stock or other securities
or property (including cash) to which a holder of the number of shares of Common
Stock deliverable upon conversion of such share of Series F Preferred Stock
would have been entitled upon the record date of (or date of, if no record date
is fixed) such reorganization, reclassification, consolidation, merger or
conveyance; and, in any case, appropriate adjustment (as determined by the Board
of Directors) shall be made in the application of the provisions herein set
forth with respect to the rights and interests thereafter of the holders of such
Series F Preferred Stock, to the end that the provisions set forth herein shall
thereafter be applicable, as nearly as equivalent as is practicable, in relation
to any shares of stock or the securities or property (including cash) thereafter
deliverable upon the conversion of the shares of such Series F Preferred Stock.

                 6.       RESTRICTIONS AND LIMITATIONS.  So long as at least
Two Hundred Thousand (200,000) shares of Series F Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent by
the holders of not less than sixty-six and two thirds percent (66 2/3%) in
interest of the then outstanding shares of Series F Preferred Stock voting
together as a single class, amend, repeal or waive any provision of, or add any
provision to, the Corporation's Certificate of Incorporation or Bylaws if such
action would materially and adversely alter the preferences, rights, privileges
or powers of, or the restrictions provided for the benefit of, the Preferred
Stock.


                                      11.
<PAGE>   12

                 7.       AMENDMENT.  Any term relating to the Series F
Preferred Stock may be amended only with the vote or written consent of holders
of not less than sixty-six and two thirds percent (66 2/3%) in interest of all 
Series F Preferred Stock then outstanding. Any such amendment shall be binding 
upon the Corporation and any holder of Series F Preferred Stock.

         IN WITNESS WHEREOF, I have executed this Certificate this ____ day of
October, 1995.


                                             ----------------------------------
                                             WALLACE M. HAMMOND
                                             President


ATTEST:


---------------------------------------
DAVID R. LEE
Assistant Secretary


                                      12.