<PAGE>


       CERTIFICATE OF DESIGNATION OF POWERS, PREFERENCES AND RIGHTS OF THE
               SERIES C CONVERTIBLE PARTICIPATING PREFERRED STOCK

     All references to any sections contained within this Certificate of
Designation of Powers, Preferences and Rights ("Certificate of Designation") of
the Series C Convertible Participating Preferred Stock ("Series C Preferred" and
also "Series C Preferred Stock") shall unless otherwise specified be deemed to
be references to other sections also within this Certificate of Designation.
Terms used but not otherwise defined herein (including without limitation the
terms "Adjustment Event", "Affiliate", "Ancillary Agreements", "Closing Date",
"Exchange", "Immediately Registrable Securities", "Listing Application", "Per
Share Purchase Price", "Registration Statement", "SEC", "Shareholder Rights
Agreement", "Subsidiary") shall have the meanings herein ascribed thereto in the
Series C Preferred Stock Purchase Agreement, dated as of March 3, 2000, by and
among the Corporation and various other parties thereto, as such may amended
from time to time (the "Series C Purchase Agreement").

     Section 1. Dividends

     (a) Generally.

         (i) The holders of Series C Preferred shall be entitled to receive
dividends as follows, out of funds legally available therefor, payable in each
case in preference and priority to any payment of any dividend on any other
class or series of capital stock other than the Series B Preferred Stock
(including without limitation any class or series of Common Stock or Series A
Preferred Stock) and pari passu with the Series B Preferred Stock and any other
class of Preferred Stock which by its terms is pari passu with the Series C
Preferred Stock (collectively, "Pari Passu Securities") and in any event upon
the liquidation, dissolution or winding-up of the Corporation (subject to the
limitations set forth in subsection (c), below) or the redemption of the Series
C Preferred and accruing on each share of Series C Preferred from the original
date of issuance thereof whether or not earned or declared: (y) a cumulative
dividend, initially at the rate of 8.00% per annum of the Liquidation Value (as
adjusted from time to time as provided hereinbelow, the "Dividend Rate"), or at
such other Dividend Rate as may from time to time be in effect, payable
quarterly in kind in additional shares of Series C Preferred; and (z) the pro
rata portion, on an as-if-converted basis, of any dividend or other distribution
paid, payable or declared upon the Common Stock. The Dividend Rate shall be
increased from time to time as follows: (I) if the Listing Application has not
been accepted and declared effective by a relevant Exchange on the date which is
seven (7) months after the Closing Date (such date being the "Dividend
Adjustment Trigger Date"), then on such date, and on the 90th day of each 90-day
period thereafter on which such Listing Application shall still not have been
declared effective by a relevant Exchange, the then current Dividend Rate shall
be increased by adding 1.00% thereto (in addition to any other increase therein
as may apply pursuant to clause (II), below, of this sentence), e.g., after the
first such adjustment, if any, the Dividend Rate shall increase from 8.00% per
annum to 9.00% per annum; and (II) if the Registration Statement shall not have
been declared effective by the SEC by December 31, 2000, then on such date and
on the last day of each calendar quarter thereafter on which such Registration
Statement shall still not have been declared effective by the SEC, the then
current Dividend Rate shall be increased by adding 1.00% thereto (in addition to
any other increase therein as may apply pursuant to clause (I), above, of this
sentence).


                                       B-1

<PAGE>




         (ii) No dividend of cash or other property or other distribution (other
than a stock dividend giving rise to an adjustment under Section 4(e) hereof and
made in accordance with the provisions of Section 6 hereof) shall be paid, or
declared and set apart for payment (A) on any share of Common Stock, unless a
pro rata dividend or other distribution is paid, or declared and set apart for
payment, with respect to all outstanding shares of Series C Preferred, on an as
converted basis, and (B) on any share of any other class or series of capital
stock, including without limitation any other class of Preferred Stock or Common
Stock, unless (I) all accrued and unpaid dividends on shares of Series C
Preferred shall have been paid in full (except that the condition set forth in
this clause (I) shall not apply with respect to Pari Passu Securities), and (II)
a pro rata dividend or other distribution is paid, or declared and set apart for
payment, with respect to all outstanding shares of Series C Preferred, on an
as-if-converted basis.

         (b) Ratable Allocation of Dividends. If at any time the Corporation
pays less than the total amount of dividends then accrued and payable with
respect to all shares of Series C Preferred, as a single class, for which
dividends are required to be declared and paid pursuant to Section 1, such
payment of accrued but unpaid dividends will be distributed ratably among the
holders of Series C Preferred, as a single class, pro rata in proportion to the
number of shares of any of such securities held by each such holder, subject to
any right of the holders of shares of Series B Preferred Stock to payment of
dividends on a pari passu basis.

         Section 2. Liquidation, Dissolution, or Winding-Up.

         (a) Distributions to Holders of Preferred Stock. In the event of any
liquidation, dissolution, or winding-up of the Corporation, whether voluntary or
involuntary, the holders of outstanding shares of Series C Preferred (including
for purposes of this clause (a) any shares of Series C Preferred issuable, but
not yet issued, pursuant to the provisions of Section 1(a)(i), above) shall be
entitled to be paid out of the assets of the Corporation available for
distribution to stockholders, prior and in preference to any payment made to or
set aside for the holders of Common Stock, but pari passu with any payments made
to holders of shares of Series B Preferred Stock and of shares of any series of
Preferred Stock authorized after the date hereof that has rights pari passu with
the Series C Preferred on liquidation ("Subsequent Pari Passu Preferred Stock"),
an amount (the "Liquidation Value") initially equal to the Per Share Purchase
Price and subject to proportionate adjustment on the occurrence of an Adjustment
Event, plus all accrued and unpaid dividends thereon, if any, through the date
of such liquidation, dissolution, or winding-up. If upon any liquidation,
dissolution, or winding-up of the Corporation, the assets lawfully available to
be distributed to the holders of Series C Preferred under the preceding sentence
of this Section 2(a) are insufficient to permit payment to such holders of
Series C Preferred their full respective Liquidation Value per share plus all
accrued and unpaid dividends thereon, then all of the assets of the Corporation
lawfully available for distribution shall be distributed ratably among the
holders of shares of Series B Preferred Stock, Series C Preferred and any series
of Subsequent Pari Passu Preferred Stock, on a pari passu basis as a single
class, in proportion to their relative Liquidation Values as determined in
accordance with the preceding sentence of this Section 2(a). After such payment
shall have been made in full to such holders of such securities, or funds
necessary for such payment shall have been set aside by the Corporation in trust
for the exclusive benefit of such holders of such securities so as to be
available for such payment, any assets remaining available for distribution
shall be distributed to the holders of Series B Preferred Stock, Series C
Preferred and Common Stock of the Corporation, pro rata based on the number of
shares of Common Stock to which the holders of the Series B Preferred Stock and
Series C Preferred would then be entitled upon conversion of such shares.



                                       B-2

<PAGE>


         (b) Deemed Liquidations by Holders of Series C Preferred Stock. Upon
the written election of the holders of eighty percent (80%) of the outstanding
shares of Series C Preferred, (A) a consolidation or merger of the Corporation
with or into any other person(s) or entity(ies) (other than a consolidation or
merger in which the Corporation is the surviving corporation and upon
consummation of which the holders of voting securities of the Corporation
immediately prior to such transaction continue to own, directly or indirectly,
not less than a majority of the voting securities of the Corporation, as the
surviving corporation, immediately following such transaction), (B) a sale of
all or substantially all of the assets of the Corporation, (C) a sale or other
disposition of more than 50% of the voting capital stock (in a single
transaction or series of related transactions) of the Corporation (whether
issued and outstanding, newly issued or from treasury, or any combination
thereof) or (D) other similar transaction, shall be regarded as a liquidation,
dissolution, or winding-up of the affairs of the Corporation within the meaning
of this Section 2. Notwithstanding the foregoing, each holder of Series C
Preferred shall have the right to elect the benefits of the applicable
provisions of Section 4(a) hereof in lieu of receiving payment in liquidation,
dissolution, or winding-up of the Corporation pursuant to this Section 2; and if
the holders of eighty percent (80%) of the outstanding shares of Series C
Preferred, as a class, shall elect to avail themselves of the benefits of
Section 4(a), such holders may require that the holders of all outstanding
shares of Series C Preferred shall be bound by the same election. For purposes
of this Section 2 and of Sections 4 and 6 hereof, a sale (whether in a single
transaction or a series of related transactions) of substantially all of the
assets of the Corporation shall mean the sale or other disposition, other than
in the ordinary course of business, of more than 50% of such assets, as
determined by reference to the fair market value of the Corporation.

         (c) Non-Cash Distributions. In the event of a liquidation, dissolution,
or winding-up of the Corporation resulting in the availability of assets other
than cash for distribution to the holders of shares of Series C Preferred, the
holders of Series C Preferred shall be entitled to a distribution of cash and/or
other assets equal in value to the relative liquidation preference and other
distribution rights stated in Section 2(a). In the event that such distribution
to the holders of shares of Series C Preferred shall include any assets other
than cash, the Board of Directors shall first determine in good faith and with
due care the value of such assets for such purpose, and shall notify all holders
of shares of Series C Preferred of such determination. The value of such assets
for purposes of the distribution under this Section 2(c) shall be the value as
so determined by the Board of Directors, unless the holders of a majority of the
outstanding shares of Series C Preferred shall object thereto in writing within
15 days after the date of such notice.

         (d) Dispute Resolution Procedures. In the event of such objection, the
valuation of such assets for purposes of such distribution shall be determined
by an arbitrator mutually agreed upon and selected by the objecting stockholders
and the Board of Directors, or in the event a single arbitrator cannot be agreed
upon within 10 days after the written objection sent by the objecting
stockholders in accordance with subsection (c), the valuation of such assets
shall be determined by an arbitration in which (i) the objecting stockholders
shall name in their notice of objection one arbitrator, (ii) the Board of
Directors shall name a second arbitrator within 15 days from the receipt of such
notice, (iii) the two arbitrators thus selected shall select a third arbitrator
within 15 days thereafter, and (iv) the three arbitrators thus selected shall
determine by majority vote the valuation of such assets within 15 days
thereafter for purposes of such distribution. In the event the third arbitrator
is not selected as provided herein, then such arbitrator shall be selected by
the President of the American Arbitration Association ("AAA"). The costs of such
arbitration shall be borne by the Corporation or by the holders of Series C
Preferred (on a pro rata basis out of the assets otherwise distributable to
them) as follows: (i) if the valuation as determined by the arbitrators is
greater than 90% of the valuation as determined by the Board of Directors, the
holders of Series C Preferred shall pay the costs of the arbitration, and (ii)
otherwise, the Corporation shall bear the costs of the arbitration. The
arbitration shall be held in Boston, Massachusetts, in accordance with the rules
of the AAA. The award made by the arbitrators shall be binding upon the
Corporation and the holders of all shares of Common Stock and Series C
Preferred, no appeal may be taken from such award, and judgment thereon may be
entered in any court of competent jurisdiction.


                                       B-3

<PAGE>



         Section 3. Voting Rights. Except as otherwise expressly provided herein
or as required by applicable law, the holders of Series C Preferred shall be
entitled to vote on all matters on which holders of Common Stock are entitled to
vote, including without limitation, the election of directors. Each share of
Series C Preferred shall entitle the holder thereof to such number of votes per
share as shall equal the number of shares of Common Stock into which such share
of Series C Preferred is convertible pursuant to the applicable provisions of
Section 4(a) hereof as of the record date for the determination of stockholders
entitled to vote on such matter, or if no record date is established, at the
date such vote is taken or any written consent of stockholders is solicited.
Except as otherwise provided herein, in any relevant agreement, or as required
by applicable law, the holders of shares of Series C Preferred and Common Stock,
respectively, shall vote together as a single class on an as-if-converted basis
on all matters submitted to a vote or consent of stockholders.

         Section 4. Conversion. Shares of Series C Preferred shall be entitled
to be converted into shares of Common Stock or other securities, properties, or
rights, as set forth in this Section 4.

         (a) Holders' Option to Convert. Subject to and in compliance with the
provisions of this Section 4 and Section 2(b), any shares of Series C Preferred
(including those shares of Series C Preferred for which a Redemption Notice (as
defined below) has been delivered to the Corporation but which shares have not
yet been redeemed) may, at any time or from time to time at the option of the
holder, be converted into fully paid and non-assessable shares of Common Stock.

                  (i) The number of shares of Common Stock to which a holder of
Series C Preferred shall be entitled upon such conversion shall be equal to the
product obtained by multiplying (y) the number of shares of Series C Preferred
being converted by (z) the Series C Applicable Conversion Rate (determined as
provided in Section 4(c) hereof).

                  (ii) To exercise conversion rights under this Section 4(a), a
holder of Series C Preferred to be so converted shall surrender the certificate
or certificates representing the shares being converted (or affidavit(s) of the
loss thereof) to the Corporation at its principal office, and shall give written
notice to the Corporation at that office that such holder elects to convert such
shares. Such notice shall also state the name or names (with address or
addresses) in which the certificate or certificates for shares of Common Stock
issuable upon such conversion shall be issued. The certificate or certificates
for shares of Series C Preferred surrendered for conversion shall be accompanied
by evidence of proper assignment thereof to the Corporation. The date when such
written notice is received by the Corporation together with the certificate or
certificates representing the shares of Series C Preferred being converted,
shall be the applicable "Conversion Date." As promptly as practicable after the
applicable Conversion Date, the Corporation shall issue and shall deliver to the
holder of the shares of Series C Preferred being converted, a certificate or
certificates in such denominations as such holder may request in writing for the
number of full shares of Common Stock issuable upon the conversion of such
shares of Series C Preferred in accordance with the provisions of this Section
4, plus cash as provided in Section 4(j) below in respect of any fraction of a
share of Common Stock issuable upon such conversion. Such conversion shall be
deemed to have been effected immediately prior to the close of business on the
applicable Conversion Date, and at such time the rights of the holder as holder
of the converted shares of Series C Preferred shall cease and the person or
persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become the holder or holders of record of shares of Common Stock represented
thereby.

                  (iii) In lieu of physical delivery of certificates, provided
the Corporation's transfer agent is participating in the Depositary Trust
Company ("DTC") Fast Automated Securities Transfer (FAST)


                                       B-4

<PAGE>



program, upon request of the holder and in compliance with the provisions
hereof, the Corporation shall use its best efforts to cause its transfer agent
to electronically transmit the Common Stock to the holder by crediting the
account of the holder's Prime Broker with DTC through its Deposit Withdrawal
Agent Commission system. The time period for delivery described herein shall
apply to any such electronic transmittals.

         (b) Automatic Conversion.

                  (i) Qualified Public Offering. Each share of Series C
Preferred outstanding (including those shares for which a Redemption Notice (as
defined below) has been delivered to the Corporation but which shares have not
yet been redeemed) shall be converted into the number of fully paid and
non-assessable shares of Common Stock into which such share is then convertible
pursuant to the applicable provision of Section 4(a) hereof, automatically and
without further action, immediately upon the closing of a Qualified Public
Offering. A "Qualified Public Offering" shall mean a public offering of shares
of the Corporation's Common Stock pursuant to an effective registration
statement on Form S-1, or successor form, of the Securities and Exchange
Commission (the "SEC"), pursuant to which the per share price to the public is
not less than 250% of the Per Share Purchase Price (as adjusted equitably on the
occurrence of an Adjustment Event) and the gross proceeds to the Corporation are
not less than $20,000,000.

                  (ii) Class Vote of Series C Preferred Stock. Each share of
Series C Preferred outstanding (including those shares for which a Redemption
Notice (as defined below) has been delivered to the Corporation but which shares
have not yet been redeemed) shall be converted into the number of fully paid and
non-assessable shares of Common Stock into which such share is then convertible
pursuant to Section 4(a) hereof, automatically and without further action,
immediately upon the affirmative vote of holders of eighty percent (80%) of the
outstanding shares of Series C Preferred, voting separately as a class, to cause
such conversion.

                  (iii) Upon Election of the Corporation. Each share of Series C
Preferred outstanding (including those shares for which a Redemption Notice (as
defined below) has been delivered to the Corporation but which shares have not
yet been redeemed) shall be converted into the number of fully paid and
non-assessable shares of Common Stock into which such share is then convertible
pursuant to the applicable provision of Section 4(a) hereof at the written
election of the Corporation, provided, that, both (x) the Registration Statement
covering all of the Immediately Registrable Securities has been declared
effective by the SEC and is then currently effective, and (y) the closing market
price of the Common Stock has been equal to at least 150% of the Per Share
Purchase Price (as adjusted from time to time on the occurrence of an Adjustment
Event) for a period of twenty (20) consecutive business days (provided that such
20-day period shall end no earlier than the day on which the Registration
Statement has been declared effective by the SEC and no earlier than the fifth
(5th) business day prior to the date of the Corporation's election).

                  (iv) Mechanics of Automatic Conversion. Upon any automatic
conversion of shares of Series C Preferred into shares of Common Stock pursuant
to this Section 4(b), the holders of such converted shares shall surrender the
certificates (or affidavit(s) of loss thereof) formerly representing such shares
at the office of the Corporation or of any transfer agent for Common Stock.
Thereupon, there shall be issued and delivered to each such holder, promptly at
such office and in his name as shown on such surrendered certificate or
certificates, a certificate or certificates for the number of shares of Common
Stock into which such shares of Series C Preferred were so converted and cash as
provided in Section 4(j) below in respect of any fraction of a share of Common
Stock issuable upon such conversion. The Corporation shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon such
conversion unless and until certificates formerly evidencing the converted
shares of Series C Preferred are either


                                       B-5

<PAGE>



delivered to the Corporation or its transfer agent, as hereinafter provided, or
the holder thereof notifies the Corporation or such transfer agent that such
certificates have been lost, stolen, or destroyed and executes and delivers an
agreement to indemnify the Corporation from any loss incurred by it in
connection therewith.

         (c) Applicable Conversion Rates. The conversion rate in effect at any
time for Series C Preferred shall equal (such amount being the "Series C
Applicable Conversion Rate" or "Applicable Conversion Rate") the quotient
obtained by dividing (A) the sum of (I) the Per Share Purchase Price (as
adjusted on the occurrence of an Adjustment Event), plus (II) an amount equal to
all accrued but unpaid dividends on each share of Series C Preferred, if any, by
(B) the Series C Applicable Conversion Value then in effect, calculated as
hereinafter provided.

         (d) Applicable Conversion Values. The "Series C Applicable Conversion
Value" (also referred to herein as the "Applicable Conversion Value") in effect
initially, and until first (and subsequently) adjusted in accordance with
Sections 4(e), 4(f), 4(g) and/or 4(h) hereof, shall be equal to the Per Share
Purchase Price.

         (e) Adjustments for Extraordinary Common Stock Events. Upon the
happening of an Extraordinary Common Stock Event (as defined in Section 4(m)
hereof), automatically and without further action, and simultaneously with the
happening of such Extraordinary Common Stock Event, the Applicable Conversion
Value in effect immediately prior to such Extraordinary Common Stock Event shall
be adjusted by multiplying such then effective Applicable Conversion Value by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding (excluding treasury stock) immediately before such Extraordinary
Common Stock Event and the denominator of which shall be the number of shares of
Common Stock outstanding (excluding treasury stock) immediately after such
Extraordinary Common Stock Event, and the product so obtained shall thereafter
be the Applicable Conversion Value. The Applicable Conversion Value, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event or Events.

         (f) Adjustments for Dilutive Issues.

                  (i) Except as otherwise provided below in this Section
4(f)(i), and except with respect to an Extraordinary Common Stock Event,
adjustments in respect of which are provided for in Section 4(e), if at any time
while there are any shares of Series C Preferred outstanding the Company issues
or is deemed to issue any additional shares of Common Stock at a Net
Consideration Per Share (as hereinafter defined) less than the Series C
Applicable Conversion Value in respect of the Series C Preferred in effect
immediately prior to such issuance or deemed issuance, then and in each such
case, such Series C Applicable Conversion Value for the Series C Preferred will
be reduced as follows:

                           (A) If such issuance and/or deemed issuance occurs
before the date on which both (x) the Registration Statement has been declared
effective by the SEC in respect of all of the Immediately Registrable
Securities, and (y) the Listing Application in respect of all of the Immediately
Registrable Securities has been accepted by the NASDAQ SmallCap Market or other
relevant Exchange (such date on which both conditions (x) and (y) are satisfied
being the "Ratchet Adjustment Date"), then the Series C Applicable Conversion
Value for the Series C Preferred will be adjusted to equal the Net Consideration
Per Share (as hereinafter defined) at which such additional shares of Common
Stock are issued and/or deemed issued; provided, however, that the Series C
Applicable Conversion Value shall not be adjusted pursuant to this clause (A) in
connection with the issuance of the first 500,000 shares of Common Stock
(subject to adjustment from time to time on the occurrence of an Adjustment
Event) issued or deemed issued after the date of this Certificate of Designation
(the "Carve-Out Shares").



                                       B-6

<PAGE>



                           (B) If such issuance and/or deemed issuance occurs
before the Ratchet Adjustment Date and involves all or any portion of the
Carve-Out Shares (but then only to the extent of the Carve-Out Shares), or
occurs after the Ratchet Adjustment Date, then the Series C Applicable
Conversion Value for the Series C Preferred will be adjusted to equal the result
of the following formula:

         New Series C Applicable Conversion Value = (P1 x Q1) + (P2 x Q2)
                                                    ---------------------
                                                                (Q1 + Q2)

         where:

P1 = the Series C Applicable Conversion Value in effect immediately prior to
such issuance or deemed issuance of additional shares of Common Stock;

Q1 = the aggregate number of shares of Common Stock outstanding (including
shares of Common Stock issuable upon conversion of all outstanding shares of
Series C Preferred and Series B Preferred Stock and the conversion, exchange
and/or exercise of all outstanding warrants, options and other convertible
securities, each to the extent then convertible, exchangeable and/or
exercisable) immediately prior to such issuance or deemed issuance of additional
shares of Common Stock;

P2 = the Net Consideration Per Share (as hereinafter defined) received by the
Corporation for the shares of Common Stock issued and/or deemed issued in
respect of such issuance of additional shares of Common Stock; and

Q2 = the number of shares of Common Stock issued and/or deemed issued in respect
of such issuance or deemed issuance of additional shares of Common Stock.

         The following shall not be deemed issuances of additional shares of
Common Stock for the purposes of this Section 4(f)(i): (A) the Corporation's
issuance of shares of Common Stock upon exercise or conversion of outstanding
shares of Series B Preferred Stock, Series C Preferred, or Derivative Securities
issued and outstanding as of the date of filing of this Certificate of
Designation, (B) rights offerings of securities issued by any Subsidiary of the
Corporation in connection with the initial public offering of the equity
securities of any such Subsidiary so long as any such offering is made pro-rata
on an as-if-converted basis to the holders of Series C Preferred, and (C)
certain transactions disclosed on Schedule 5.23 to the Series C Purchase
Agreement.

         For purposes of this Section 4(f), if a part or all of the
consideration received by the Corporation in connection with the issuance or
deemed issuance of shares of Common Stock or the issuance or deemed issuance of
any of the securities described below in paragraph (ii) of this Section 4(f)
consists of property other than cash, such consideration shall be deemed to have
the same value as is recorded on the books of the Corporation with respect to
receipt of such property so long as such recorded value was determined
reasonably and in good faith and with due care by the Board of Directors of the
Corporation, and shall otherwise be deemed to have a value equal to its fair
market value.

         The Series C Applicable Conversion Value, as so reduced, shall be
further reduced in the same manner upon the happening of any successive event or
events that cause reduction under this Section 4(f)(i).

                  (ii) For purposes of this Section 4(f), the issuance of any
Derivative Securities (as defined in Section 4(n)) shall be deemed an issuance
of shares of Common Stock with respect to Section 4(f)(i)(A) and with respect to
Section 4(f)(i)(B) if the Net Consideration Per Share (as defined in Section


                                       B-7

<PAGE>



4(f)(ii)(A) and (B) hereof) that may be received by the Corporation for such
Common Stock is less than the Series C Applicable Conversion Value in effect
immediately prior to the time of such issuance, and except as hereinafter
provided, an adjustment in the Series C Applicable Conversion Value shall be
made upon each such issuance of Derivative Securities in the manner provided in
Section 4(f)(i)(A) and (B), as appropriate, as if such deemed Common Stock were
issued for such Net Consideration Per Share. No adjustment of the Series C
Applicable Conversion Value shall be made under this Section 4(f) upon the
issuance of any additional shares of Common Stock that are issued upon the
exercise, conversion, or exchange of any Derivative Securities if any such
adjustment was previously made upon the issuance of such Derivative Securities.
Any adjustment of the Series C Applicable Conversion Value with respect to this
Section 4(f)(ii) shall be disregarded if, as, and to the extent that the
Derivative Securities that gave rise to such adjustment expire or are canceled
without having been exercised, so that the Series C Applicable Conversion Value
effective immediately upon such cancellation or expiration shall be equal to the
Series C Applicable Conversion Value that otherwise would have been in effect
immediately prior to the time of the issuance of the expired or canceled
Derivative Securities, with such additional adjustments as subsequently would
have been made to that Series C Applicable Conversion Value had the expired or
canceled Derivative Securities not been issued. In the event that the terms of
any Derivative Securities previously issued by the Corporation are changed
(whether by their terms or for any other reason, including without limitation,
as a result of the effects of any anti-dilution adjustments contained therein)
so as to lower the Net Consideration Per Share payable with respect thereto
(whether or not the issuance of such Derivative Securities originally gave rise
to an adjustment of the Series C Applicable Conversion Value), the Series C
Applicable Conversion Value shall be recomputed as of the date of such change,
so that the Series C Applicable Conversion Value effective immediately upon such
change shall be equal to the Series C Applicable Conversion Value in effect at
the time of the issuance of the Derivative Securities subject to such change,
adjusted for the issuance thereof in accordance with the terms thereof after
giving effect to such change, and with such additional adjustments as
subsequently would have been made to that Series C Applicable Conversion Value
had the Derivative Securities been issued on such changed terms. For purposes of
this Section 4(f)(ii), the Net Consideration Per Share that may be received by
the Corporation shall be determined as follows:

                           (A) "Net Consideration Per Share" shall mean the
         amount equal to the total amount of consideration, if any, received by
         the Corporation for the issuance of such Derivative Securities or
         Common Stock, as the case may be, plus, in the case of Derivative
         Securities, the minimum amount of additional consideration, if any,
         payable to the Corporation upon exercise, conversion, and/or exchange
         thereof for shares of Common Stock, divided by the number of shares of
         Common Stock issued or the maximum number of shares of Common Stock
         that would be issued if all such Derivative Securities were exercised
         or converted, as the case may be.

                           (B) The Net Consideration Per Share that may be
         received by the Corporation shall be determined in each instance as of
         the date of issuance of Derivative Securities or Common Stock, as the
         case may be, without giving effect to any possible future price
         adjustments or rate adjustments that may be applicable with respect to
         such Derivative Securities and which are contingent upon future events;
         provided, that in the case of an adjustment to be made as a result of a
         change in terms of such Derivative Securities, including such changes
         as may result from the effects of any anti-dilution adjustments
         contained therein, the Net Consideration Per Share shall be determined
         as of the date of such change.

         (g) Adjustments for Reclassifications. If the Common Stock issuable
upon the conversion of shares of Series C Preferred shall be changed into the
same or a different number of shares of any class(es) or series of stock,
whether by reclassification or otherwise (other than an Extraordinary Common
Stock Event or a reorganization, merger, consolidation, or sale of assets
provided for elsewhere in this Section 4), then


                                       B-8

<PAGE>



and in each such event the holder of each share of Series C Preferred shall have
the right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification, or other change by holders of the number of shares of Common
Stock into which such shares of Series C Preferred might have been converted
immediately prior to such reorganization, reclassification, or change, all
subject to further adjustment as provided herein.

         (h) Adjustments for Reorganizations. Except as provided in the
following paragraph, in the event that there shall be a capital reorganization
of Common Stock (other than a subdivision, combination of shares,
reclassification, or exchange of shares provided for elsewhere in this Section
4) or a merger or consolidation of the Corporation with or into another company,
or the sale of all or substantially all of the Corporation's assets or sale of
more than 50% of the voting capital stock (in a single transaction or series of
related transactions) of the Corporation (whether issued and outstanding, newly
issued or from treasury, or any combination thereof) to any other person, then,
as a part of and as a condition to the effectiveness of such reorganization,
merger, consolidation, or sale, lawful and adequate provision shall be made so
that if the Corporation is not in economic effect the surviving company, each
share of Series C Preferred shall be converted into a share of capital stock of
the surviving company having equivalent preferences, rights, and privileges,
except that in lieu of being able to convert into shares of Common Stock of the
Corporation or the successor company, the holders of shares of Series C
Preferred (including any such capital stock issued upon conversion of Series C
Preferred) shall thereafter be entitled to receive upon conversion of such
Series C Preferred (including any such capital stock issued upon conversion of
Series C Preferred) the number of shares of stock or other securities or
property of the Corporation or of the successor company resulting from such
merger or consolidation or sale, to which a holder of the number of shares of
Common Stock deliverable upon conversion of such share of Series C Preferred
immediately prior to the capital reorganization, merger, consolidation, or sale
would have been entitled on such capital reorganization, merger, consolidation,
or sale. In any such case, appropriate provisions shall be made with respect to
the rights of the holders of Series C Preferred (including any such capital
stock issued upon conversion of Series C Preferred) after the reorganization,
merger, consolidation, or sale to the end that the provisions of this Section 4
(including without limitation provisions for adjustment of the Applicable
Conversion Values and the number of shares issuable upon conversion of Series C
Preferred or such capital stock) shall thereafter be applicable, as nearly as
may be, with respect to any shares of stock, securities, or assets to be
deliverable thereafter upon the conversion of such Series C Preferred or such
capital stock.

         Upon the occurrence of a capital reorganization, merger, or
consolidation of the Corporation or the sale of all or substantially all its
assets or sale or other disposition of more than 50% of the voting capital stock
(in a single transaction or series of related transactions) of the Corporation
(whether issued and outstanding, newly issued or from treasury, or any
combination thereof), as such events are more fully set forth in the first
paragraph of this Section 4(h), holders of a majority of the outstanding shares
of Series C Preferred, as a class, may elect treatment of their shares of Series
C Preferred under Section 2(b) hereof, notice of which election shall be
submitted in writing to the Corporation at its principal offices no later than
10 days before the effective date of such event, provided, that any such notice
shall be effective if given not later than 15 days after the date of the
Corporation's notice, pursuant to Section 8, with respect to such event, and if
the holders of the majority of the outstanding shares of Series C Preferred, as
a class, shall elect treatment of their shares of Series C Preferred under
Section 2(b) hereof, then all holders of Series C Preferred shall be bound by
such election. Subject to the provisions of Section 2(b) hereof, a holder who
fails to give such notice of election pursuant to this Section 4(h) shall be
deemed to have elected treatment under this Section 4(h) in lieu of treatment
under Section 2(b).

         (i) Certificate as to Adjustments. In each case of an adjustment or
readjustment of the Applicable Conversion Rate, the Corporation will promptly
furnish each holder of Series C Preferred with


                                       B-9

<PAGE>



a certificate, prepared by the chief financial officer of the Corporation,
showing such adjustment or readjustment, and stating in detail the facts upon
which such adjustment or readjustment is based.

         (j) Fractional Shares. No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon conversion of shares of
Series C Preferred. Instead of any fractional shares of Common Stock that would
otherwise be issuable upon conversion of shares of Series C Preferred, the
Corporation shall pay to the holder of the shares of Series C Preferred that
were converted a cash adjustment in respect of such fraction in an amount equal
to the same fraction of the market price per share of Common Stock (as
determined in a manner reasonably prescribed by the Board of Directors) at the
close of business on the applicable Conversion Date.

         (k) Partial Conversion. In the event some but not all of the shares of
Series C Preferred represented by a certificate or certificates 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 C Preferred that were not converted.

         (l) 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 shares of Series C
Preferred, such number of shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of Series C
Preferred, 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 Series C Preferred, then subject to the provisions of
Section 6(a) hereof, the Corporation shall take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.

         (m) Extraordinary Common Stock Event. As used herein, "Extraordinary
Common Stock Event" means (i) the issuance of additional shares of Common Stock
or any Derivative Security as a dividend or other distribution on outstanding
Common Stock or any Derivative Security, (ii) the subdivision of outstanding
shares of Common Stock or any Derivative Security into a greater number of
shares of Common Stock or any Derivative Security, or (iii) the combination of
outstanding shares of Common Stock or any Derivative Security into a smaller
number of shares of Common Stock or any Derivative Security.

         (n) Derivative Securities. As used herein, "Derivative Securities"
means (i) all shares of stock and other securities that are convertible into or
exchangeable for shares of Common Stock and (ii) all options, warrants, and
other rights to acquire shares of Common Stock or securities convertible into or
exchangeable for shares of Common Stock.

         (o) Further Adjustment Provisions. In the event that, at any time as a
result of an adjustment made pursuant to this Section 4, the holder of any
shares of Series C Preferred upon thereafter surrendering such shares for
conversion shall become entitled to receive any shares or other securities of
the Corporation other than shares of Common Stock, the Applicable Conversion
Rates in respect of such other shares or securities so receivable upon
conversion of shares of Series C Preferred shall thereafter be adjusted, and
shall be subject to further adjustment from time to time, in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to
Series C Preferred contained in this Section 4, and the remaining provisions
hereof with respect to Series C Preferred shall apply on like or similar terms
to any such other shares or securities.



                                      B-10

<PAGE>



         Section 5. Redemption.

         (a) Redemption Request. If on and as of December 31, 2000 (x) the
Registration Statement has not been filed in respect of all of the Immediately
Registrable Securities, or (y) the Listing Application in respect of all of the
Immediately Registrable Securities has not been filed with the NASDAQ SmallCap
Market or other relevant Exchange, then holders of eighty percent (80%) of the
outstanding shares of Series C Preferred may request redemption of all, but not
less than all, of the outstanding shares of Series C Preferred by giving not
less than sixty (60) days prior written notice (a "Redemption Notice") to the
Corporation specifying the number of shares held by such holder. (The date upon
which such notice is provided to the Corporation is referred to herein as a
"Redemption Notice Date.") Upon receipt of a Redemption Notice, the Corporation
shall send a copy of the Redemption Notice to each other holder of shares of
Series C Preferred, and each such other holder shall then be bound by the
decision of the holders of eighty percent (80%) of the outstanding shares of
Series C Preferred that all, but not less than all, of the outstanding shares of
Series C Preferred be redeemed. The Corporation shall redeem at the Redemption
Price (as provided for in Section 5(c) below) all outstanding shares of Series C
Preferred either on the date fixed for redemption as set forth in the Redemption
Notice or in three installments as follows: (i) one-third of all such shares
shall be redeemed on the date fixed for redemption as set forth in the
Redemption Notice, (ii) one- half of the balance of all such shares shall be
redeemed twelve (12) months after the date fixed for redemption as set forth in
the Redemption Notice, and (iii) all the remaining shares shall be redeemed
twenty-four (24) months after the Redemption Notice Date, (each of the
foregoing, the applicable "Redemption Date"). Each holder of outstanding shares
of Series C Preferred shall be bound to redeem such shares as described in this
Section 5(a) and such Redemption Notice (except as otherwise set forth in this
Certificate of Designation) and the Corporation shall also be bound to redeem
such shares as described herein. If at any time, any holders of any other series
of Preferred Stock or Common Stock of the Corporation have elected to have any
of their shares redeemed at the same time as outstanding shares of Series C
Preferred are required to be redeemed hereunder, the Corporation shall pay the
applicable Redemption Price (as provided for in Section 5(c)) on shares of
Series C Preferred prior to any other payment on or redemption of the
Corporation's other classes of capital stock, including any other series of
Preferred Stock or Common Stock.

         (b) Class Vote of Series C Preferred Stock. In the case of (i) any
voluntary or involuntary bankruptcy of the Corporation, receivership, assignment
for the benefit of creditors, liquidation, acceleration of any third party
obligations, (ii) any payment default continuing for at least 120 days under the
terms of any funded debt where the aggregate amount in default and/or
accelerated as a result of such payment default equals or is greater than
$750,000, or (iii) the use of proceeds of the issuance of the Series C Preferred
in a manner other than as described in the Use of Proceeds schedule attached to
the Series C Purchase Agreement (as defined in Section 6 below), the holders of
eighty percent (80%) of the outstanding shares of Series C Preferred, voting
separately as a class, may elect early redemption of all of the outstanding
shares of Series C Preferred by giving written notice thereof to the Corporation
of such election. The Corporation shall redeem all outstanding shares of Series
C Preferred within sixty (60) days of such written notice to the Corporation at
the Redemption Price set forth in Section 5(c).

         (c) Redemption Price. (i) The redemption price per share of Series C
Preferred (the "Redemption Price") shall be equal to the greater of (i) the
Liquidation Value thereof plus any accrued and unpaid dividends thereon and (ii)
the then current fair market value per share, based on a valuation of the
Company as finally determined in accordance with Sections 5(c)(ii)-(iv) below as
of the applicable Redemption Date, plus all accrued and unpaid dividends
thereon.

                  (ii) Promptly upon receipt of a Redemption Notice, the
Corporation and the holders of a majority of the shares of Series C Preferred
shall mutually agree on the valuation of the Corporation. In


                                      B-11

<PAGE>



the event such an agreement cannot be reached within fifteen (15) days after
delivery of a Redemption Notice, the Corporation shall retain a nationally
recognized, reputable investment banking firm reasonably acceptable to the
holders of a majority of the shares of Series C Preferred, the cost of which
shall be split evenly between the Corporation and the holders of Series C
Preferred (pro rata in proportion to the relative number of shares held by each
of them). As promptly as is practicable, such investment banking firm shall
deliver to the Corporation a written report as to the fair market value of the
Corporation as a whole, on a going-concern basis, using customary and
appropriate valuation methods, as of the date of the most recent audited
financial statements of the Corporation (and not taking into account any
discount for minority ownership or restrictions on transfer of the capital stock
of the Corporation); provided, that if such date is more than six months prior
to the Redemption Notice Date, then another audit as of the most recent
practicable date shall be conducted and used for such purpose, and the
out-of-pocket expenses of such audit shall be paid by the Corporation. Upon
receipt of such report, the Corporation shall promptly send a copy thereof to
each holder of Series C Preferred.

                  (iii) The valuation set forth in such report (the "First
Valuation") shall be conclusive and binding on the Corporation and each holder
of Series C Preferred unless within 14 days after receipt of such report, the
holders of a majority of the outstanding shares of Series C Preferred notify the
Corporation in writing that they disagree with such valuation. If such
stockholders do so notify the Corporation, they shall promptly engage another
nationally recognized, reputable investment banking firm, at the expense of the
holders of Series C Preferred, pro rata in proportion to the relative number of
shares held by each of them, to render another written report as to the fair
market value of the Corporation (but without regard to any discount for minority
ownership or restrictions on transfer of the capital stock of the Corporation)
as of the appropriate valuation date, a copy of which shall be promptly
delivered to the Corporation.

                  (iv) If the Corporation does not agree with the valuation of
the Corporation set forth in the second investment banking firm's report (the
"Second Valuation"), then either (i) the Corporation and the holders of a
majority of the outstanding shares of Series C Preferred shall agree on the fair
market value or (ii) in the absence of such agreement, the redemption price
shall be the arithmetic average of the First Valuation and the Second Valuation,
unless, the difference between the First Valuation and Second Valuation is
greater than an amount equal to 5% of the higher of the two valuations, in which
case a third investment banking firm shall be appointed by the two prior
investment banking firms to render a written report as to fair market value (but
without regard to any discount for minority ownership or restrictions on
transfer of the capital stock of the Corporation), the cost of which shall be
split between the Corporation and the holders of Series C Preferred (pro rata
among them in proportion to the relative number of shares held by each of them)
equally, and the fair market value shall be equal to the arithmetic average of
the two (2) closest valuations, unless the third valuation equals the arithmetic
average of the First Valuation and the Second Valuation, in which case the fair
market value shall be equal to the third valuation.

         (d) Insufficient Funds. If the Corporation on any Redemption Date does
not have sufficient funds legally available to redeem the shares of Series C
Preferred for which redemption is required pursuant to Section 5(a) or 5(b)
hereof, then it shall, prior to redeeming any other series or class of the
Company's Preferred Stock or Common Stock, to the maximum lawful extent redeem
such shares of Series C Preferred on a pro rata basis among the Series C
Preferred stockholders in proportion to the number of shares held by each of
them, and shall redeem the remaining shares to be redeemed as soon as sufficient
funds are legally available.

         (e) Mechanics of Redemption. Each holder of outstanding shares of
Series C Preferred shall promptly surrender the certificate or certificates (or
affidavit(s) of loss thereof) representing such shares to the Corporation at the
Corporation's principal executive office, and thereupon the Corporation shall
pay the


                                      B-12

<PAGE>



portion of the Redemption Price for such shares to be paid as described in
Section 5(a) or 5(b) hereof in immediately available funds, by wire transfer to
an account designated by the holder of such shares or by certified or bank check
payable to the order of such holder. Each stock certificate surrendered for
redemption shall be canceled and retired.

         (f) Ranking. At no time shall the Corporation redeem shares of any
other series of Preferred Stock of the Corporation or pay the applicable
redemption price for or make any other payment on shares of any other series of
Preferred Stock of the Corporation to holders of such other series of Preferred
Stock so long as any shares of Series C Preferred are outstanding and have not
been redeemed with the exception that the shares of Series C Preferred shall
rank pari passu with the Series B Preferred Stock as to redemption.

         Section 6. Negative Covenants. So long as any shares of Series C
Preferred are outstanding, the Corporation shall not do nor shall it cause any
of its subsidiaries, if any, to do any of the following nor alter, amend, modify
or terminate any provision of this Section 6, without the affirmative vote or
written consent of the holders of eighty percent (80%) of the shares of Series C
Preferred (on an as converted basis), in addition to the right of any other
class or classes of capital stock to vote on such matters and any other vote
required by law, and any attempt to do so will be wholly void:

                  (a) Create or authorize the creation of, or authorize the
issuance of, any additional class(es) or series or shares of capital stock, or
any shares of any existing class(es) or series of capital stock, senior to the
Series C Preferred as to any one or more of liquidation, dividends, redemption
or registration rights ("Senior Shares"), or create or authorize any obligation
or security convertible into Senior Shares, each as approved by a majority of
the non-management members of the Board of Directors.

                  (b) Amend the Corporation's Certificate of Incorporation or
the bylaws of the Corporation so as to adversely affect the rights and
preferences of the Series C Preferred (it being understood that the
authorization and/or issuance of any shares of any series of stock or securities
of the Corporation with preference or priority senior to the Series C Preferred
as to any one or more of dividends, redemption or the distribution of assets on
liquidation, dissolution or winding-up of the Corporation (as provided in
Section 2 hereof) shall be deemed to affect adversely the rights and preferences
of the Series C Preferred).

                  (c) Become subject to any agreement that would restrict the
Corporation's performance of its obligations under the terms of this Certificate
of Designation, its bylaws, the Series C Purchase Agreement or under any of the
Ancillary Agreements.

                  (d) Obligate itself to do any of the foregoing.

         Section 7. No Reissuance of Shares of Preferred Stock. No share or
shares of Series C Preferred acquired by the Corporation by reason of
redemption, purchase, conversion, or otherwise shall be reissued, and all such
shares shall be canceled, retired, and eliminated from the shares that the
Corporation is authorized to issue. The Corporation shall from time to time take
such appropriate corporate action as may be necessary to reduce the authorized
number of shares of Series C Preferred accordingly.

         Section 8. Notices of Record Dates, Etc. In the event (i) the
Corporation establishes a record date to determine the holders of any class of
securities who are entitled to receive any dividend or other distribution, or
(ii) there occurs any capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, or sale or transfer of all or
substantially all of the assets of the Corporation or more than 50% of the
voting capital stock (in a single transaction or series of related transactions)
of the Corporation (whether issued and


                                      B-13

<PAGE>



outstanding, newly issued or from treasury or any combination thereof) to any
other company, entity or person, or any voluntary or involuntary dissolution,
liquidation, or winding-up of the Corporation, the Corporation shall deliver to
each holder of Series C Preferred, in accordance with Section 11(a) hereof, at
least 20 days prior to such record date or the proposed effective date of the
transaction specified therein, as the case may be, a notice specifying (a) the
date of such record date for the purpose of such dividend or distribution and a
description of such dividend or distribution, (b) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation, or winding-up is expected to become effective, and (c) 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 cash, securities, and/or other property deliverable upon
such reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation, or winding-up.

         Section 9. Ranking. The Series C Preferred shall rank senior to all
other series of Preferred Stock (other than the Series B Preferred Stock),
including the Series A Preferred Stock, and the Common Stock, as to dividends,
redemption and distribution of assets on liquidation of the Corporation, but
shall rank pari passu with the Series B Preferred Stock as to all of the
foregoing.

         Section 10. Definition of Common Stock. For purposes of Section 4
hereof only, the term "Common Stock" shall mean and include the Corporation's
authorized Common Stock, par value $0.001 per share, as constituted on the date
of filing of this Certificate of Designation, and shall also include any capital
stock of any class of the Corporation thereafter authorized which shall neither
be limited to a fixed sum or percentage of par value in respect of the rights of
the holders thereof to participate in dividends or any distributions of earnings
or assets of the Corporation, whether or not such capital stock is entitled to a
preference in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding- up of the Corporation; provided that the
shares of Common Stock receivable upon conversion of shares of Series C
Preferred shall include only shares designated as Common Stock of the
Corporation on the date of filing of this Certificate of Designation, or in case
of any reorganization or reclassification of the outstanding shares thereof, the
stock, securities or assets provided for in Sections 4(g) or (h) hereof.

         Section 11. Miscellaneous.

         (a) Notices. All notices, requests, payments, instructions or other
documents to be given hereunder shall be delivered in accordance with Section
10.2 of the Series C Purchase Agreement.

         (b) Transfer Taxes, Etc. The Corporation shall pay any and all stock
transfer, documentary stamp taxes, and the like that may be payable in respect
of any issuance or delivery of shares of Series C Preferred or shares of Common
Stock or other securities issued in respect of shares of Series C Preferred
pursuant hereto or certificates representing such shares or securities. The
Corporation shall not, however, be required to pay any such tax that may be
payable in respect of any transfer involved in the issuance or delivery of
shares of Series C Preferred or Common Stock or other securities in a name other
than that in which such shares were registered, or in respect of any payment to
any person other than the registered holder thereof with respect to any such
shares, and shall not be required to make any such issuance, delivery or payment
unless and until the person otherwise entitled to such issuance, delivery, or
payment has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been paid
or is not payable.

         (c) Transfer Agents. The Corporation may appoint, and from time to time
discharge and change, a transfer agent for the Series C Preferred. Upon any such
appointment or discharge of a transfer agent, the Corporation shall send written
notice thereof to each holder of record of Series C Preferred.


                                      B-14

<PAGE>


         (d) Restriction on Conversion by Either the Holder or the Company.
Notwithstanding anything herein to the contrary, and except as provided in
Section 4(b) hereof, in no event shall any holder of the Series C Preferred or
the Company have the right or be required to convert shares of Series C
Preferred to the extent that such conversion would cause the aggregate number of
shares of Common Stock beneficially owned by such holder and its Affiliates to
exceed 4.99% of the outstanding shares of the Common Stock following such
conversion. For purposes of this Section 11(d), beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934. The provisions of this Section 11(d) may be waived by a holder as to
itself (and solely as to itself) upon not less than sixty-five (65) days prior
written notice to the Company, and the provisions of this Section 11(d) shall
continue to apply until such 65th day (or later, if stated in the notice of
waiver). Notwithstanding anything to the contrary set forth herein, the
provisions of this Section 11(d) shall not apply to any Tudor Entity or any
Affiliate of any Tudor Entity.



                                      B-15