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                                                                     EXHIBIT 3.8


                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS

                                       of

                      SERIES C Convertible Preferred Stock

                                       of

                            OSAGE SYSTEMS GROUP, INC.

          Pursuant to Section 151(g) of the General Corporation Law
                            of the State of Delaware

      Osage Systems Group, Inc., a Delaware corporation (the "Company"),
certifies that pursuant to the authority contained in its Certificate of
Incorporation, as amended, and in accordance with the provisions of Section
151(g) of the General Corporation Law of the State of Delaware, its Board of
Directors (the "Board of Directors") in an action taken as of February 27, 1998,
has duly adopted the following resolution amending a series of its Preferred
Stock, $.01 par value, designating a segment thereof as Series C Convertible
Preferred Stock:

      WHEREAS, the Certificate of Incorporation of the Company presently
authorizes the issuance of 1,000 shares of Preferred Stock, $.01 par value, in
one or more series upon terms and conditions that are to be designated by the
Board of Directors;

      WHEREAS, in order to accommodate a business purpose deemed proper by the
Board of Directors to facilitate the acquisition by the Company of H.V. Jones,
Inc. ("HVJ") pursuant to the Agreement and Plan of Merger by and among the
Company and HVJ dated as of February 27, 1998 (the "Merger Agreement"), the
Board of Directors does hereby seek to provide for the designation of a segment
of the Company's Preferred Stock as "Series C Convertible Preferred Stock;" and

      WHEREAS, the terms, conditions, voting rights, preferences, limitations
and special rights of the Series C Convertible Preferred Stock in their entirety
are as provided herein.

      NOW, THEREFORE, be it:

      RESOLVED, that a series of the class of authorized Preferred Stock, $.01
par value, of the Company hereinafter designated "Series C Convertible Preferred
Stock," be hereby created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating and other special rights
of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:
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      Section 1.  Designation and Amount.

      The shares of such series shall be designated as the "Series C Convertible
Preferred Stock" (the "Series C Convertible Preferred Stock") and the number of
shares initially constituting such series shall be 105.3 which may be issued in
whole or fractional shares.

      Section 2.  Dividends and Distributions.

            (a)   The holders of the Series C Convertible Preferred Stock shall
only be entitled to receive, the Board of Directors shall be required to declare
and the Company shall be required to pay, out of funds legally available
therefor, an amount of dividends that would be payable to the holders of the
Series C Convertible Preferred Stock as though then converted if, as and when
any dividends are declared by the Board of Directors on the Common Stock of the
Company. Dividend payments to the holders of the shares of Series C Convertible
Preferred Stock shall be payable in cash by delivery of a check to each entitled
holder's address which is registered with the Secretary of the Company.

            (b)   The holders of shares of Series C Convertible Preferred Stock
shall not be entitled to receive any dividends or other distributions except as
provided in this Certificate of Designation of Series C Convertible Preferred
Stock.

      Section 3.  Voting Rights.

            Except as required by law, the holders of the Series C Convertible
Preferred Stock, shall have no voting rights and their consent shall not be
required for the taking of any corporate action.

      Section 4.  Liquidation, Dissolution, Winding Up or Certain Mergers or
Consolidations.

            (a)   If the Company shall adopt a plan of liquidation or of
dissolution, or commence a voluntary case under the federal bankruptcy laws or
any other applicable state or federal bankruptcy, insolvency or similar law, or
consent to the entry of an order for relief in any involuntary case under such
law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or of any
substantial part of its property, or make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due and on account of such event the Company shall liquidate, dissolve or
wind up, or upon any other liquidation, dissolution or winding up of the
Company, or engage in a merger, plan of reorganization or consolidation in which
the Company is not the surviving corporation, then and in that event, no
distribution shall be made to the holders of shares of Common Stock, unless,
prior thereto, the holders of the Series C Convertible Preferred Stock shall
have first received an amount in cash or equivalent value in securities or other
consideration equal to the "liquidation preferences" thereof. If upon any
liquidation, dissolution, winding up, merger, plan of reorganization or
consolidation, the amount so payable or distributable does not equal or exceed
the "liquidation preferences" of the Series A $3.00 Convertible Preferred Stock,
the Series B $3.00 Convertible Preferred Stock and the Series C

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Convertible Preferred Stock, then, and in that event, the amount of cash so
payable, and amount of securities or other consideration so distributable, shall
be shared ratably according to the respective "liquidation preferences" due to
the holders of the Series A $3.00 Convertible Preferred Stock, Series B $3.00
Convertible Preferred Stock and the Series C Convertible Preferred Stock. After
payment in full of the "liquidation preferences" owed to the holders of the
Series A $3.00 Convertible Preferred Stock, Series B $3.00 Convertible Preferred
Stock and the Series C Convertible Preferred Stock, the holders of the Common
Stock shall be entitled, to the exclusion of the holders of the Series A $3.00
Convertible Preferred Stock, Series B $3.00 Convertible Preferred Stock and the
Series C Convertible Preferred Stock, to share in all remaining assets of the
Company in accordance with their respective interests. For the purposes hereof,
the term "liquidation preference(s)" shall mean $15,000 per share with respect
to each of the Series C Convertible Preferred Stock, or an aggregate amount of
$1,580,000, assuming no shares thereof had been converted.

            (b)   Except as provided in subparagraph (a) above, neither the
consolidation, merger or other business combination of the Company with or into
any other person or persons in which the Company is the surviving corporation
nor the sale, lease, exchange or conveyance of all or any part of the property,
assets or business of the Company to a person or persons other than the holders
of the Company's Common Stock, shall be deemed to be a liquidation, dissolution
or winding up of the Company.

      Section 5.  Conversion.

            (a)   Subject to the provisions for adjustment hereinafter set
forth, the shares of Series C Convertible Preferred Stock shall be convertible
into fully paid and non-assessable shares of Common Stock in the following
manner:

                  (i)   twenty-five percent (25%) of the first 100 shares of
Series C Convertible Preferred Stock (i.e., those 25 shares with an aggregate
liquidation preference of $375,000) shall automatically, and without any action
or notice on the part of the Company or Holder, convert into Common Stock of the
Company on the last day of each of the three (3) month periods following the
closing of the Merger (the "Closing"); and shall upon such dates of conversion
convert into shares of Common Stock at a conversion rate (the "Conversion Rate")
equal to the lower of: (x) the average of the closing prices of the Company's
Common Stock on the principal exchange, automated quotation system or
over-the-counter market upon which the Company's Common Stock trades, for the
ten (10) trading days prior to the Closing; or (y) a thirty-three percent (33%)
premium over the average of the closing prices of the Company's Common Stock on
the principal exchange, automated quotation system or over-the-counter market
upon which the Company's Common Stock trades, for the ten (10) trading days
prior to the date of each conversion.

                  (ii)  all of the remaining 5.3 shares of Series C Convertible
Preferred Stock (i.e., those 5.3 shares with an aggregate liquidation preference
of $80,000) shall automatically, and without any action or notice on the part of
the Company or Holder, convert into Common Stock of the Company on the last day
of the three (3) month period following the

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Closing; and shall upon such date of conversion convert into shares of Common
Stock at the Conversion Rate.

            (b)   The number of shares of Common Stock into which each share of
Series C Convertible Preferred Stock is convertible also shall be subject to
adjustment from time to time as follows:

                  (i)   In case the Company shall at any time or from time to
time declare a dividend, or make a distribution, on the outstanding shares of
Common Stock in shares of Common Stock or subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares or combine or
reclassify the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, and in each case,

                        (A)   the number of shares of Common Stock into which
each share of Series C Convertible Preferred Stock is convertible shall be
adjusted so that the holder of each share thereof shall be entitled to receive,
upon the conversion thereof, the number of shares of Common Stock which the
holder of a share of Series C Convertible Preferred Stock would have been
entitled to receive after the happening of any of the events described above had
such share been converted immediately prior to the happening of such event or
the record date therefor, whichever is earlier; and

                        (B)   an adjustment made pursuant to this clause (i)
shall become effective (I) in the case of any such dividend or distribution,
immediately after the close of business on the record date for the determination
of holders of shares of Common Stock entitled to receive such dividend or
distribution, or (II) in the case of any such subdivision, reclassification or
combination, at the close of business on the day upon which such corporate
action becomes effective.

                  (ii)  In case the Company shall be a party to any transaction
(including, without limitation, a merger, consolidation, sale of all or
substantially all of the Company's assets or recapitalization of the Common
Stock and excluding (X) any transaction to which clause (i) of this paragraph
(b) applied, and (Y) a merger or consolidation in which the Company is the
surviving corporation in which the previously outstanding Common Stock shall be
changed into or, pursuant to the operation of law or the terms of the
transaction to which the Company is a party, exchanged for different securities
of the Company or common stock or other securities of another corporation or
interests in a noncorporate entity or other property (including cash) or any
combination of any of the foregoing), then, as a condition of the consummation
of such transaction, in addition to the requirements of paragraph 4(a), lawful
and adequate provision shall be made so that each holder of shares of Series C
Convertible Preferred Stock shall be entitled, upon conversion, to an amount per
share equal to (A) the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or which each
share of Common Stock is changed or exchanged times (B) the number of shares of
Common Stock into which a share of Series C Convertible Preferred Stock is
convertible immediately prior to the consummation of such transaction.

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            (c)   In case the Company shall be a party to a transaction
described in subparagraph (b)(ii) above resulting in the change or exchange of
the Company's Common Stock then, from and after the date of announcement of the
pendency of such subparagraph (b)(ii) transaction until the effective date
thereof, each share of Series C Convertible Preferred Stock may be converted, at
the option of the holder thereof, into shares of Common Stock on the terms and
conditions set forth in this Section 5, and if so converted during such period,
such holder shall be entitled to receive such consideration in exchange for such
holder's shares of Common Stock as if such holder had been the holder of such
shares of Common Stock as of the record date for such change or exchange of the
Common Stock.

            (d)   The holder of any shares of Series C Convertible Preferred
Stock may exercise his right to convert such shares into shares of Common Stock
by surrendering for such purpose to the Company, at the offices of the Company,
at 1661 East Camelback Road, Suite 245, Phoenix, Arizona 85016, or any successor
location, a certificate or certificates representing the shares of Series C
Convertible Preferred Stock to be converted with the form of election to convert
(the "Election to Convert") on the reverse side of the stock certificate
completed and executed as indicated, thereby stating that such holder elects to
convert all or a specified whole number of such shares in accordance with the
provisions of this Section 5 and specifying the name or names in which such
holder wishes the certificate or certificates for shares of Common Stock to be
issued. In case the Election to Convert shall specify a name or names other than
that of such holder, it shall be accompanied by payment of all transfer or other
taxes payable upon the issuance of shares of Common Stock in such name or names
that may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of Series C Convertible Preferred Stock pursuant hereto. The
Company will have no responsibility to pay any taxes with respect to the Series
C Convertible Preferred Stock. As promptly as practicable, and in any event
within three Business Days after the surrender of such certificate or
certificates and the receipt of the Election to Convert, and, if applicable,
payment of all transfer or other taxes (or the demonstration to the satisfaction
of the Company that such taxes have been paid), the Company shall deliver or
cause to be delivered (i) certificates representing the number of validly
issued, fully paid and nonassessable full shares of Common stock to which the
holder of shares of Series C Convertible Preferred Stock so converted shall be
entitled and (ii) if less than the full number of shares of Series C Convertible
Preferred Stock evidenced by the surrendered certificate or certificates are
being converted, a new certificate or certificates, of like tenor, for the
number of shares evidenced by such surrendered certificate or certificates less
the number of shares converted. Such conversion shall be deemed to have been
made at the close of business on the date of giving of the Election to Convert
and of such surrender of the certificate or certificates representing the shares
of Series C Convertible Preferred Stock to be converted so that the rights of
the holder thereof as to the shares being converted shall cease except for the
right to receive shares of Common Stock in accordance herewith, and the person
entitled to receive the shares of Common Stock shall be treated for all purposes
as having become the record holder of such shares of Common Stock at such time.
The Company shall not be required to convert, and no surrender of shares of
Series C Convertible Preferred Stock shall be effective for that purpose, while
the transfer books of the Company for the Common Stock are closed for any
purpose (but not for any period in excess of 15 calendar days); but the
surrender of shares of Series C Convertible Preferred Stock for conversion
during any period while such books are so closed

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shall become effective for conversion immediately upon the reopening of such
books, as if the conversion had been made on the date such shares of Series C
Convertible Preferred Stock were surrendered, and at the conversion rate in
effect at the date of such surrender.

            (e)   In connection with the conversion of any shares of Series C
Convertible Preferred Stock, no fractions of shares of Common Stock shall be
issued, but in lieu thereof the Company shall pay a cash adjustment in respect
of such fractional interest in an amount equal to such fractional interest
multiplied by the Conversion Rate.

      Section 6.  Reports as to Adjustments.

      Whenever the number of shares of Common Stock into which each share of
Series C Convertible Preferred Stock is convertible is adjusted as provided in
Section 5 hereof, the Company shall promptly mail to the holders of record of
the outstanding shares of Series C Convertible Preferred Stock at their
respective addresses as the same shall appear in the Company's stock records a
notice stating that the number of shares of Common Stock into which the shares
of Series C Convertible Preferred Stock are convertible has been adjusted and
setting forth the new number of shares of Common Stock (or describing the new
stock, securities, cash or other property) into which each share of Series C
Convertible Preferred Stock is convertible, as a result of such adjustment, a
brief statement of the facts requiring such adjustment and the computation
thereof, and when such adjustment became effective.

      Section 7.  Redemption.

      The Company shall not have the right to redeem all or any part of the
Series C Convertible Preferred Stock and the Holder shall not have the right to
cause or request such a redemption.

      Section 8.  Registration Rights.

      The holders of the Series C Convertible Preferred Stock shall have the
registration rights as set forth in the Registration Rights Agreement attached
as an Exhibit to the Merger Agreement.

      Section 9.  Reacquired Shares.

      Any shares of Series C Convertible Preferred Stock converted, purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof, and, if necessary to provide
for the lawful purchase of such shares, the capital represented by such shares
shall be reduced in accordance with the General Corporation Law of the State of
Delaware. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock, $.01 par value, of the Company and may be
reissued as part of another series of Preferred Stock, $.01 par value, of the
Company.

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      Section 10. Certain Definitions.

      For the purposes of the Certificate of Designation of Series C Convertible
Preferred Stock which embodies this resolution:

      "Business Day" means any day other than a Saturday, Sunday, or a day on
which banking institutions in the State of Delaware are authorized or obligated
by law or executive order to close.

      "Trading Day" means a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of Delaware are
authorized or obligated by law or executive order to close.

      IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
of Series C Convertible Preferred Stock to be duly executed by its President
this _____ day of March, 1998.

                                    OSAGE SYSTEMS GROUP, INC.


                                    By:_______________________________
                                       Jack Leadbeater,
                                       Chief Executive Officer


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