State of Delaware
                                
                Office of the Secretary of State
                                
                                
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF DESIGNATION OF "XCL LTD.", FILED IN THIS OFFICE ON
THE TWENTY-FIRST DAY OF FEBRUARY, A.D. 1997, AT 10 O'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

              [GREAT SEAL OF THE STATE OF DELAWARE]


                              /s/ Edward J. Freel
                             ---------------------------
[SEAL OF SECRETARY'S OFFICE]  Edward J. Freel,
                              Secretary of State
          
                              AUTHENTICATION:
     2147839     8100                              8341367
                                        DATE:
     971057807                                     02-21-97
                                
                                
                   CERTIFICATE OF DESIGNATION
                               OF
        SERIES F, CUMULATIVE CONVERTIBLE PREFERRED STOCK
                               OF
                            XCL LTD.
                                
                                
                 Pursuant to Section 151 of the
        General Corporation Law of the State of Delaware
                                
      XCL  LTD., a corporation organized and existing  under  the
laws  of  the State of Delaware (the "Company" or "XCL"),  HEREBY
CERTIFIES that the resolutions set forth below were duly  adopted
by  the  Board of Directors of the Company pursuant to  authority
conferred  upon the Board of Directors by the provisions  of  the
Certificate of Incorporation of the Company, which authorizes the
issuance  of up to 2,400,000 shares of Preferred Stock par  value
$1.00  per share, to be designated in one or more series, and  in
accordance  with  the provisions of Section 151  of  the  General
Corporation Law of the State of Delaware, respectively:
                                   
                                   
     RESOLVED:  That  the  Company  establish  a  new  series  of
     Preferred Stock, par value $1.00 per share, to be designated
     as Series F, Cumulative Convertible Preferred Stock ("Series
     F Preferred Stock"); and it was


     RESOLVED  FURTHER:     That  the  powers,  preferences   and
     relative,  participating optional or other  special  rights,
     and   the   qualifications,  limitations  and   restrictions
     thereof;  of  the Series F Preferred Stock  in  addition  to
     those  stated  in  Article  FOURTH  of  the  Certificate  of
     Incorporation  which  are  applicable  to  all   series   of
     Preferred Stock, are hereby established substantially as set
     forth in the attached Exhibit A; and it was
     
     
     RESOLVED  FURTHER: That the Company be,  and  it  hereby  is
     authorized to issue, from time to time, up to 50,000  shares
     of Series F Preferred Stock.
                                   
      IN  WITNESS  WHEREOF, the Company has caused its  corporate
seal to be hereunto affixed and this Certificate to be signed  by
David  A.  Melman, its Executive Vice President, and attested  by
Lisha  C.  Falk,  its  Assistant  Secretary,  this  20th  day  of
February, 1997.
                                   
                                   
                                XCL LTD.

                                /s/ David A. Melman
                                ------------------------
                                David A. Melman
                                Executive Vice President

[Corporate Seal]

ATTEST:

/s/ Lisha C. Falk
-------------------------
Lisha C. Falk
Assistant Secretary


STATE OF LOUISIANA     )
                         :ss:
PARISH OF LAFAYETTE     )


BE  IT  REMEMBERED  that  on this 20th  day  of  February,  1997,
personally came before me, a Notary Public in and for  the  State
and  Parish  aforesaid, David A. Melman and Lisha  C.  Falk,  the
Executive   Vice   President   and   the   Assistant   Secretary,
respectively,  of  XCL  Ltd., the corporation  described  in  the
foregoing  instrument and known to me personally to be such,  and
acknowledged the said instrument to be their own act and deed and
the act and deed of said corporation; that the signatures are  in
their  own  handwriting,  and  that  the  facts  stated  in  said
instrument are true.
     
                              /s/ Suzanne Morse Bourque
                              ----------------------------
                                 Notary Public
                                         
                              My commission expires:
                               At Death
                                                         

                           EXHIBIT "A"
                                
                       DESIGNATION OF THE
                SERIES F, CUMULATIVE CONVERTIBLE
                         PREFERRED STOCK
                                
          Paragraph  1.   Designation and Amount. The  shares  of
this  series  of  Preferred  Stock, par  value  $1.00  per  share
("Preferred Stock"), shall be designated as Series F,  Cumulative
Convertible  Preferred  Stock,  par  value  of  $1.00  per  share
("Series   F  Preferred  Stock"),  and  the  number   of   shares
constituting such series shall be 50,000.
          
          Paragraph 2. Definitions and Rules of Construction.
          
          (a)  The following terms, not defined elsewhere herein,
shall have the following meanings:
          
          "The  American Stock Exchange" means the American Stock
Exchange, Inc.
          
          "Board  of  Directors" means the Board of Directors  of
the Company as may be constituted from time to time.
          
          "Business  Day" means any day (other than  a  Saturday,
Sunday or public holiday in the Borough of Manhattan, City of New
York,  New  York) on which banking institutions in New York  City
are  not  authorized  or obligated by law or executive  order  to
close.
          
          "Closing Price" of a security on any day means the last
sales price, regular way, per share of such security on such  day
as  reported in the principal consolidated reporting system  with
respect  to  such  security  listed on  the  principal  US  stock
exchange on which such security was listed for trading or, if the
shares of such security are not listed or admitted to trading  on
a  US stock exchange, the middle market quotations for the shares
of  such  security (derived from The London Stock Exchange  Daily
Official List) listed or admitted to trading on The London  Stock
Exchange  Limited,  or  if the shares of such  security  are  not
listed  or admitted to trading on The London Stock Exchange,  the
last  sales  price  as  reported, in the National  Market  System
("NMS")  of  the National Association of Securities Dealers  Inc.
Automated Quotation System ("NASDAQ"), or if the shares  of  such
security  are  not  listed or admitted to  trading  in  NMS,  the
average  of  the high bid and low asked prices in  the  over-the-
counter  market as reported by NASDAQ, or if the  bid  and  asked
prices  on  each  such day shall not have been  reported  through
NASDAQ, the average of the bid and asked prices for such  day  as
furnished  by  any American Stock Exchange member firm  regularly
making a market in such security selected for such purpose by the
Board of Directors or a committee thereof on each Trading Day. In
any  of such alternate cases when such security is not traded  in
prices  expressed  in  Dollars,  such  Closing  Price  shall   be
converted into Dollars at the then spot market exchange  rate  of
pounds  sterling  (UK) into Dollars as quoted by Chase  Manhattan
Bank, N.A. on the date of determination.

          "Common  Stock" means the shares of common  stock,  par
value $.01 per share, of the Company.
          
          "Company" means XCL Ltd., a Delaware corporation.
          
          "Conversion  Commencement Date" means six months  after
the initial Issuance Date.
          
          "Conversion  Stock" means the shares  of  Common  Stock
issuable  upon  conversion of the Series  F  Preferred  Stock  in
accordance with Paragraph 6.
          
          "Directors" means the directors of the Company.
          
          "Dividend   Stock"  means  the  shares  of   Series   F
Preferred  Stock paid to holders of Series F Preferred  Stock  in
lieu of a cash dividend.
          
          "$" means Dollars.
          
          "Dollars"  means  the freely transferable  currency  of
the USA.
          
          "Forced  Conversion Date" means that date on which  the
shares  of Common Stock have traded at or in excess of $0.50  per
share for 30 consecutive Trading Days.
          
          "Parity  Stock"  means all other series  of  preference
stock ranking on a parity with the Series F Preferred Stock as to
the   right   to  receive  any  dividends  and  any  payment   or
distribution of assets upon dissolution, liquidation  or  winding
up  of the Company. The Series A, Series B and Series E Preferred
Stock shall be deemed Parity Stock for all purposes herein.
          
          "Securities Act" means the Securities Act of  1933,  as
amended.
          
          "Series  A  Preferred Stock" means the  shares  of  the
Company's  Series A, Cumulative Convertible Preferred Stock,  par
value $1.00 per share.
          
          "Series  B  Preferred Stock" means the  shares  of  the
Company's  Series B, Cumulative Preferred Stock, par value  $1.00
per share.
          
          "Series  E  Preferred Stock" means the  shares  of  the
Company's  Series E, Cumulative Convertible Preferred Stock,  par
value $1.00 per share.
          
          "Shareholders" means the holders of the Common Stock.
          
          "Stock  Option Plans" means the employee  stock  option
plans  adopted  by  the Company and approved by Shareholders,  in
effect  from  time  to  time,  for employees  and  certain  other
individuals rendering services to the Company.
          
          "The  London  Stock Exchange" means  The  London  Stock
Exchange Limited.
          
          "Trading  Day"  shall mean a day on  which  the  market
used   for  calculating  the  Closing  Price  is  open  for   the
transaction  of business or, if the shares of such  security  are
not so listed or admitted to trading, a Business Day.
          
          "Transfer  Agent"  means  the transfer  agent  for  the
Series F Preferred Stock from time to time obtaining.
          
          "UK"  and  "United Kingdom" mean the United Kingdom  of
Great Britain and Northern Ireland.
          
          "USA" and "US" means the United States of America.
          
          "Warrants" means an aggregate of 45,491,863 issued  and
outstanding and to be issued warrants to purchase Common Stock.
          
            (b)       References   herein   to   Paragraphs   and
subparagraphs  are  to  paragraphs  and  subparagraphs  of   this
Designation  of  the  Series  F Preferred  Stock  ("Designation")
unless   otherwise  indicated.  The  words  "hereof",   "herein",
"hereunder"  and comparable terms refer to the entirety  of  this
Designation  and  not  to  any  particular  Paragraph  or   other
subdivision hereof. Words in the singular include the plural  and
in  the  plural include the singular. Words in the neuter  gender
shall include the masculine and feminine and vice versa. The word
"or"  is  not exclusive. The word "including" shall be deemed  to
mean  "including,  without limitation."  The  Paragraph  headings
contained in this Designation are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Designation.

          Paragraph 3. Dividends and Distributions.
          
           (a)      Each share of Series F Preferred Stock  shall
entitle  the  record  holder to receive,  out  of  funds  legally
available  therefor, when, as and if declared  by  the  Board  of
Directors,  dividends in cash at the annual rate  of  $12.00  per
share,  which  shall be payable in arrears in  equal  semi-annual
installments on June 30th and December 31st, or in the event  any
such  date is a Saturday, Sunday or public holiday in the Borough
of  Manhattan, in the City of New York, New York,  on  the  first
Business Day following such date (hereinafter a "Dividend Payment
Date") in each year, provided, however, that the dividend payable
on  the  first such Dividend Payment Date shall be equal  to  the
product  obtained  by  multiplying  $6.00  by  a  fraction,   the
denominator  of  which shall be 182 and the  numerator  of  which
shall  be  the number of days expired in the period  between  the
date  of  issuance of the share of Series F Preferred Stock  (the
"Issuance  Date") and such first Dividend Payment Date (inclusive
of both such dates).

           (b)      The  Company may, at its option exercised  by
written  notice  to the holders of the Series F  Preferred  Stock
given  at  least  ten (10) Business Days prior  to  the  Dividend
Payment   Date,  elect  to  pay  any  dividend  due  and  payable
hereunder,  in  kind in additional shares of Series  F  Preferred
Stock in lieu of a dividend payment in cash. The amount of shares
of  Dividend Stock issuable to each holder of Series F  Preferred
Stock  pursuant to this subparagraph 3(b) on each  such  Dividend
Payment  Date  shall equal .06 share of Series F Preferred  Stock
for each share of Series F Preferred Stock registered in the name
of each such holder of the Series F Preferred Stock on the record
date for the payment of the dividend. Fractional shares of Series
F  Preferred  Stock  arising in respect of  the  payment  of  any
dividend in shares of Dividend Stock shall not be issued  to  the
holders of Series F Preferred Stock.

          (c)      Dividends shall be cumulative, whether or  not
earned and whether or not surplus shall be available therefor and
shall commence to accrue and accumulate from day to day from  the
Issuance Date. Such accumulation shall include, if not paid,  the
dividend  payable  on each Dividend Payment. Accrued  but  unpaid
dividends  shall  not  bear interest.  Such  dividends  shall  be
declared  and set apart or paid before any dividends (other  than
dividends payable in Common Stock or any other series or class of
the  Company's stock hereafter issued which ranks  junior  as  to
dividends   and   as  to  distributions  upon  the   dissolution,
liquidation  or  winding  up  of the  Company  to  the  Series  F
Preferred   Stock,  such  junior  securities  being   hereinafter
referred  to as "Junior Securities") shall be paid on the  Common
Stock or such other series or class of Junior Securities. No cash
dividend shall be paid upon or set apart for shares of any  other
class  of  stock of the Company (other than shares of  preference
stock  ranking  pari passu with the Series F Preferred  Stock  in
respect  of the payment of dividends) until all dividend  arrears
on  the  Series F Preferred Stock shall be fully paid. The shares
of Series F Preferred Stock shall rank pari passu with the shares
of  the  Series A Preferred Stock, Series B Preferred  Stock  and
Series  E  Preferred  Stock  with  respect  to  the  payment   of
dividends.

           (d)      Dividends  paid on the  shares  of  Series  F
Preferred stock in an amount less than the total amount  of  such
dividends at the time accrued and payable on such shares shall be
allocated  pro-rata  on a share-by-share  basis  among  all  such
shares at the time outstanding. The Board of Directors may fix  a
record  date  for  the  determination  of  holders  of  Series  F
Preferred  Stock  entitled  to  receive  payment  of  a  dividend
declared  thereon, which record date shall be no more than  sixty
days prior to the date fixed for payment thereof.

           (e)     In the event the Company fails to declare  and
pay  any  dividend  on  a Dividend Payment Date  (the  "Defaulted
Date"),  the dividend rate on the outstanding shares of Series  F
Preferred  Stock  in  effect  on  the  Defaulted  Date  shall  be
increased  effective  such Date so that  the  aggregate  dividend
payable on the next succeeding Dividend Payment Date shall  equal
the  dividend  that would have been paid on all then  outstanding
shares  of Series F Preferred Stock had the Company declared  and
paid  the dividend on the Defaulted Date in Dividend Stock.  Upon
payment of all such dividend arrearages in cash or with shares of
Dividend  Stock (or some combination of both), the dividend  rate
shall  revert  to  the  dividend rate in effect  on  the  initial
Defaulted Date.   The Company shall notify all holders of  Series
F  Preferred Stock in writing at least fifteen (15) days prior to
the payment by the Company of any dividend arrearages in cash, in
which  case  such  holders  may elect to  receive  such  dividend
arrearage  payment  in shares of Dividend Stock  (computed  based
upon  the  annual cash dividend rate then applicable  divided  by
100)  in lieu of such cash payment by notice in writing delivered
to  the  Company  within  five (5)  days  after  receipt  of  the
Company's  dividend payment notice, provided that such notice  is
received  by the Company from the holders of at least a  majority
of the outstanding shares of Series F Preferred Stock.

          Paragraph 4. Dissolution. Liquidation or Winding Up.
          
          In   the  event  of  any  dissolution,  liquidation  or
winding  up  of  the  affairs of the Company,  after  payment  or
provision for payment of the debts and other liabilities  of  the
Company, the registered holders of Series F Preferred Stock shall
be  entitled  to  share on a pro rata basis with the  holders  of
shares of Series A Preferred Stock, Series B Preferred Stock  and
Series  E  Preferred Stock and all other series of the  Company's
preference stock ranking on a parity with the Series F  Preferred
Stock  in  respect of distributions upon dissolution, liquidation
or  winding  up  of the Company and to receive, out  of  the  net
assets of the Company, $100.00 per share, plus an amount equal to
all  the dividend arrears on each such share up to the date fixed
for  distribution and no more, before distribution shall be  made
to  the  holders  of  the Common Stock or any Junior  Securities.
Neither the merger or consolidation of the Company, nor the sale,
lease  or  conveyance of all or a part of its  assets,  shall  be
deemed  to  be a dissolution, liquidation or winding  up  of  the
affairs of the Company within the meaning of this Paragraph 4.
          
          Paragraph 5. Redemption.
          
            (a)      The  Series  F  Preferred  Stock  shall   be
redeemable at the election of the Company, in whole or in part at
any   time  and  from  time  to  time,  at  a  redemption   price
("Redemption Price") of $100.00 per share, in each case plus  all
accrued  and  unpaid  dividends to and including  the  redemption
date.   The Company shall notify each holder of record of  shares
of  Series F Preferred Stock in writing (the "Redemption Notice")
mailed by first class mail, postage prepaid, at least twenty (20)
days and not more than sixty (60) days prior to the date fixed by
the  Company  for redemption, mailed to his address as  the  same
shall  appear on the books of the Company. The Redemption  Notice
shall  state  the redemption date, the Redemption Price  and  the
place  and  manner of payment thereof. If less than  all  of  the
outstanding  shares  of  Series  F  Preferred  Stock  are  to  be
redeemed,  the Company shall select those shares to  be  redeemed
pro  rata  or  by  lot or in such other manner as  the  Board  of
Directors may determine.

            (b)       The   Company  may  deposit  the  aggregate
Redemption Price in trust with a bank or trust company  (in  good
standing,  organized  under the laws  of  the  United  States  of
America  or  of  the  State of New York, doing  business  in  the
Borough  of  Manhattan, in the City of New York,  New  York,  and
having capital surplus and undivided profits aggregating at least
$25,000,000) as "Redemption Agent", for payment to the holders of
the shares so to be redeemed, upon surrender (and endorsement, if
required by the Board of Directors) of the certificates for  such
shares. At the close of business on a redemption date (unless the
Company  shall fail to make payment or deposit of the  Redemption
Price as above set forth), dividends shall cease to accrue on the
shares  of Series F Preferred Stock called for redemption (except
on  any  such  shares of Series F Preferred Stock in  respect  of
which,  upon  due  presentation of  the  certificate(s)  relating
thereto,  payment  of the money due at such redemption  shall  be
refused  in  which  case the dividend shall  be  deemed  to  have
continued and shall continue to accrue from the relevant date  of
redemption to the date of payment); each holder of the shares  of
Series  F Preferred Stock so to be redeemed shall cease to  be  a
shareholder  with  respect  to such  shares  and  shall  have  no
interest  in,  or claim against, the Company and  shall  have  no
voting  or  other rights with respect to such shares, except  the
right  to  receive the moneys payable upon such  redemption  from
such bank or trust company, or from the Company, without interest
thereon, upon surrender (and endorsement if required by the Board
of  Directors)  of  the certificates; and the shares  represented
thereby shall no longer be deemed to be outstanding. In the  case
of  a call for redemption by the Company pursuant to subparagraph
5(a) above, the right of conversion shall cease and terminate  as
to  the shares designated for redemption on the close of business
on  the  third Business Day preceding the redemption date  unless
default shall be made in the payment of the Redemption Price.  In
the  event  the holder of any shares of Series F Preferred  Stock
shall  not, within six years after such deposit, claim the amount
deposited  as  above  stated  for  the  redemption  thereof,  the
depositary  shall,  upon demand, pay over  to  the  Company  such
unclaimed amount so deposited, and the depositary shall thereupon
be relieved of all responsibility therefor to such holder.

           (c)      So  long as any shares of Series F  Preferred
Stock are outstanding, the Company shall not redeem, purchase  or
otherwise  acquire,  or  permit any  subsidiary  to  purchase  or
otherwise  acquire,  any shares of Common  Stock  or  any  Junior
Securities if at the time of making such redemption, purchase  or
acquisition the Company shall be in default with respect  to  any
dividend  payable  on, or any obligation to purchase  shares  of,
Series    F    Preferred   Stock;   provided,   however,    that,
notwithstanding the foregoing the Company may at any time redeem,
purchase  or  otherwise acquire shares of  Common  Stock  or  any
Junior  Securities  in  exchange for, or  out  of  the  net  cash
proceeds from the sale of, Common Stock or other shares of Junior
Securities.  If in any case the amounts payable with  respect  to
the  Company's obligation to retire shares of Preferred Stock are
not  paid in full in the case of all series with respect to which
such  obligations  exist, the number of  shares  of  the  various
series  to  be  retired shall be in proportion to the  respective
amounts which would be payable on account of such obligations  if
all amounts payable were discharged in full. Any dividend arrears
on  the Series F Preferred Stock tendered to the Company shall be
payable in full to the respective last holders of record  of  the
shares of Series F Preferred Stock so tendered to the Company pro
rata with payment of corresponding dividend arrears on the Series
F Preferred Stock remaining outstanding.

          Paragraph 6. Conversion.
          
          (a)     Subject  as hereinafter provided. at  any  time
after  the  Conversion Commencement Date at  the  option  of  the
record  holder  of  the Series F Preferred Stock,  the  Series  F
Preferred Stock shall be convertible, in whole or in part, at the
office  of  the  Transfer Agent into fully paid and nonassessable
shares  of  Common  Stock at a rate (the "Conversion  Rate")  per
share  of Series F Preferred Stock equal to that number of shares
of  Common  Stock as shall equal the quotient of $100 divided  by
$.25  (the "Conversion Price") (subject in any case to adjustment
as  hereinafter  provided in Paragraph 7),  provided  that  if  a
Conversion  Notice  (as hereinafter defined in subparagraph  6(c)
below)  is given in respect of only a part of a holding of Series
F Preferred Stock so that there would remain following conversion
three  or  fewer such shares in that holding, all  the  Series  F
Preferred Stock in the holding shall be converted notwithstanding
the figure inserted in the Conversion Notice.
          
          (b)      For  the purposes of the provisions hereof,  a
"Conversion  Date" shall be the date falling 90  days  after  the
date of the Conversion Notice (or such sooner date as the Company
may  notify the converting holder of Series F Preferred Stock  in
writing)  and provided always that if any Conversion  Date  would
otherwise  fall  on  a  day  which is not  a  Business  Day  such
Conversion  Date shall be the first Business Day  following  such
date.
          
          (c)    The right to convert shall be exercisable at any
time and from time to time after the Conversion Commencement Date
by  completing  the notice of conversion endorsed  on  the  share
certificate  relating  to  the Series F  Preferred  Stock  to  be
converted or a notice in such other form as may from time to time
be prescribed by the Board of Directors in lieu thereof (any such
notice  being herein called a "Conversion Notice") and delivering
the  same to the Transfer Agent together with such other evidence
(if  any)  as  the Board of Directors may reasonably  require  to
prove  title of the person exercising such right to convert.  The
Conversion Notice shall be deemed dated as of the date of receipt
thereof by the Transfer Agent. A Conversion Notice once given may
not be withdrawn without the consent in writing of the Company.

          (d)     On  conversion the dividend  on  the  Series  F
Preferred  Stock so converted shall cease to accrue  with  effect
from  the  close of business on the date preceding the Conversion
Date.  The  Common Stock issued on such conversion shall  entitle
the  holder  to all dividends and other distributions payable  on
the  Common  Stock  by  reference to  a  record  date  after  the
applicable Conversion Date.
          
          (e)     Any  dividend arrears on the Series F Preferred
Stock surrendered for conversion shall be payable in full to  the
respective  last  holders of record of the  shares  of  Series  F
Preferred  Stock surrendered for conversion (notwithstanding  any
subsequent transfer of the shares of Common Stock into which such
shares   have   been  converted),  pro  rata  with   payment   of
corresponding  dividend arrears on the Series F  Preferred  Stock
remaining outstanding.
          
          (f)       Conversion  shall  be  deemed  to  have  been
effected on the Conversion Date, and the holder shall as  of  the
close of business on such date have the full rights of the Common
Stock resulting from such conversion.
          
          (g)     On  the Conversion Date all shares of Series  F
Preferred Stock in respect of which a Conversion Notice has  been
delivered  ("relevant shares") shall be converted into shares  of
Common  Stock at the Conversion Rate. Upon issuance of the Common
Stock, the relevant shares shall be retired and cancelled. Within
30  days  after the Conversion Date, the Company shall, or  shall
cause,  the forwarding to each holder of the relevant shares,  at
his  own  risk, free of charge, a definitive certificate for  the
appropriate number of fully paid shares of Common Stock and a new
certificate   for  any  unconverted  Series  F  Preferred   Stock
comprised in the certificate(s) surrendered by him.
          
          (h)      Fractions   of   Common  Stock    arising   on
conversion  shall not be issued to the holders  of  the  relevant
shares otherwise entitled thereto but (if arrangements can be  so
made)  such fractions shall be aggregated and sold in the  market
on behalf of such holders at the best price reasonably obtainable
and  the net proceeds of sale shall be distributed pro rata among
such  holders  unless in respect of any holding of  the  relevant
shares  the amount to be distributed would be less than $2.00  in
which  case  such amount shall not be distributed  but  shall  be
retained  for  the benefit of the Company.  For  the  purpose  of
implementing the provisions of this subparagraph (h),  the  Board
of  Directors may appoint a person to execute transfers on behalf
of persons otherwise entitled to any such fractions and generally
may make all arrangements which appear to the Board necessary  or
appropriate  for  the  settlement  and  disposal  of   fractional
entitlements.
          
          (i)      In   case   of   the  voluntary   dissolution,
liquidation  or winding up of the Company, all conversion  rights
relating to the Series F Preferred Stock shall terminate 45  days
after  the  mailing  of  a notice of such action  to  all  record
holders  of Series F Preferred Stock; provided that such date  of
termination  of  conversion rights shall be not more  than  sixty
(60)  days  nor less than twenty (20) days prior to the  date  on
which such dissolution is to become effective or such liquidation
or  winding  up  is  to  commence. Any  such  notice  shall  call
attention  to  the  date of such termination  of  the  conversion
rights, the per share amount payable on the Common Stock, the per
share amount payable on the Series F Preferred Stock held by such
holder  in  connection with such action (in each  case,  if  then
known, or a reasonable estimate if such amount is not known  with
any  reasonable  degree  of  certainty),  and  the  then  current
Conversion  Rate  of the Series F Preferred Stock  held  by  such
holder of record.
          
          (j)      At any time after the Forced Conversion  Date,
or  any  time  after at least seventy five percent (75%)  of  the
aggregate number of shares of Series F Preferred Stock originally
issued  on  the Issuance Date have been purchased or redeemed  by
the  Company  or  converted  into Common  Stock  by  the  holders
thereof, the Company may, at its option, cause the conversion  of
all  the remaining issued and outstanding shares of the Series  F
Preferred  Stock  at the Conversion Rate upon at  least  45  days
written notice to all holders of record.
          
          (k)      The  Company  shall use its  best  efforts  to
ensure that the shares of Conversion Stock are listed on all  the
principal stock exchanges on which the Company's Common Stock  is
listed for trading.
          
          Paragraph 7.  Adjustments of Conversion Rate.

           The  Conversion Rate for the Series F Preferred  Stock
shall be subject to adjustment from time to time as follows:

          (a)    If the Company shall at any time or from time to
time  pay  a  dividend or other distribution on  its  outstanding
shares  of Common Stock in shares of Common Stock, subdivide  its
outstanding shares of Common Stock into a larger number of shares
or  combine its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Rate in effect immediately prior
to  the  record date for such dividend or the effective date  for
such  subdivision or combination shall be adjusted so  that  each
share of Series F Preferred Stock shall thereafter be convertible
into  the number of shares of Common Stock which the holder of  a
share  of  Series F 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.  An adjustment made pursuant to this subparagraph
(a)  shall  become  effective  immediately  after  the  close  of
business  on  such a record date in the case of  a  dividend  and
shall  become  effective  on the close of  business  on  the  day
immediately  prior  to  the effective  date  in  the  case  of  a
subdivision or combination.

          (b)     If  the Company shall issue rights or  warrants
to all holders of Common Stock (expiring within 45 days after the
record  date  for  determining stockholders entitled  to  receive
them)  for  the  purpose of entitling them to  subscribe  for  or
purchase  shares of Common Stock at a price per share  less  than
the  average  of  the  Closing  Prices  per  share  for  the   30
consecutive  Trading  Days ending on  the  record  date  for  the
determination of the stockholders entitled to receive such rights
or  warrants,  then at the discretion of the Board of  Directors,
either  (i) the Company shall make a like issue at the same  time
to  each  holder  of  the  Series F Preferred  Stock  as  if  his
conversion rights had been exercisable in full on the record date
for  such issue on the basis of the Conversion Rate; or (ii)  the
number  of  shares of Common Stock into which each share  of  the
Series F Preferred Stock shall thereafter be convertible shall be
adjusted by multiplying the number of shares of Common Stock into
which  each share of Series F Preferred Stock was convertible  on
the  day immediately preceding such record date by a fraction the
numerator  of which shall be the sum of the number of  shares  of
Common  Stock outstanding on such record date and the  number  of
additional shares of Common Stock so offered for subscription  or
purchase,  and the denominator of which shall be the sum  of  the
number of shares of Common Stock outstanding on such record  date
and  the  number  of shares of Common Stock which  the  aggregate
offering  price  of the total number of shares so  offered  would
purchase  at  such  average of the Closing  Prices  for  such  30
Trading  Days. Such adjustment shall become effective immediately
after  the close of business on such record date. Notwithstanding
anything  in  the  foregoing to the contrary, no  such  issue  or
adjustment shall be made in respect of the shares of Common Stock
issuable upon exercise of the Warrants, any stock options granted
pursuant  to  the  Company's  Stock  Option  Plans  approved   by
Shareholders  (provided that option exercise price shall  not  be
less  than  the market value of the Common Stock on the  date  of
grant  of  the  options), the Series A Preferred  Stock  and  the
shares  of  Common  Stock  issuable  as  dividends  on  or   upon
conversion  of  the  Series  A  Preferred  Stock,  the  Series  B
Preferred  Stock  and  the  shares of Common  Stock  issuable  as
dividends  on or upon redemption of the Series B Preferred  Stock
or  the  Series  E  Preferred Stock and the shares  of  Series  E
Preferred Stock issuable as dividends on, or the shares of Common
Stock issuable upon conversion of, the Series E Preferred Stock.
          
          (c)     If any offer or invitation by way of rights  or
otherwise  (not  being  an  offer  or  invitation  to  which  the
provisions  of  subparagraph 7(b)  apply)  is  made  to  all  the
Shareholders by the Company, the Company shall make or, so far as
it  is  able, cause that there be made a like offer at  the  same
time  to  each  holder  of Series F Preferred  Stock  as  if  his
conversion rights had been exercisable on and had been  exercised
in  full on the record date for such offer or invitation  on  the
basis of the Conversion Rate.
          
          (d)      If the Company shall distribute to all holders
of  Common  Stock  any assets (other than any  ordinary  dividend
payable  solely in cash in an amount not excessive in  comparison
to  its current earnings), any rights to subscribe for securities
(other than those referred to in sub-paragraph 7(b) above) or any
evidence  of indebtedness or other securities (other than  Common
Stock or Junior Securities), then in each such case the number of
shares  of  Common  Stock  into which  each  share  of  Series  F
Preferred Stock shall thereafter be convertible shall be adjusted
by  multiplying the number of shares of Common Stock  into  which
each  share  of Series F Preferred Stock was convertible  on  the
date  immediately preceding the record date for the determination
of  the stockholders entitled to receive such distribution  by  a
fraction  the  numerator of which shall be  the  average  of  the
Closing  Prices  per share of Common Stock for  the  thirty  (30)
consecutive  Trading  Days ending on such  record  date  and  the
denominator of which shall be such average of the Closing  Prices
per  share  less the then fair market value (as determined  in  a
resolution adopted by the Board and reviewed and approved by  the
Company's  auditors  for the time being) of the  portion  of  the
assets  or evidences of indebtedness or securities so distributed
or  of such subscription rights applicable to one share of Common
Stock.  Such adjustment shall become effective immediately  after
the close of business on such record date.
          
           (e)     Whenever  the Conversion Rate is  adjusted  as
herein  provided,  the  Company shall  forthwith  file  with  the
Transfer Agent a certificate stating the adjusted Conversion Rate
determined  as  provided in this Paragraph 7.   Such  certificate
shall  show  in  detail the facts requiring such adjustment.  The
calculation  of  such  adjustment shall have  been  reviewed  and
approved  by the Company's auditors for the time being.  Whenever
the Conversion Rate is adjusted, the Company will forthwith cause
a notice stating the adjustment and the resulting Conversion Rate
to  be  mailed to the respective holders of record  of  Series  F
Preferred Stock.

          (f)     In  case of any capital reorganization  or  any
reclassification of the capital stock of the Company or  in  case
of  the  consolidation  or  merger of the  Company  with  another
corporation  or  in  case of any sale or  conveyance  of  all  or
substantially all of the property of the Company, each  share  of
Series F Preferred Stock shall thereafter be convertible into the
number  of  shares  of  stock  or other  securities  or  property
receivable upon such capital reorganization, reclassification  of
capital stock, consolidation, merger, sale or conveyance, as  the
case  may be, by a holder of the number of shares of Common Stock
into which such share of Series F Preferred Stock was convertible
immediately     prior    to    such    capital    reorganization,
reclassification of capital stock, consolidation, merger, sale or
conveyance;   and,  in  any  case,  appropriate  adjustment   (as
determined by the Board of Directors and reviewed and approved by
the  Company's auditors for the time being) shall be made in  the
application  of the provisions herein set forth with  respect  to
rights  and interests thereafter of the holders of the  Series  F
Preferred  Stock,  to the end that provisions  set  forth  herein
(including the specified changes in and other adjustment  of  the
Conversion  Rate)  shall  thereafter be applicable,  as  near  as
reasonably  may be, in relation to any shares of stock  or  other
securities  or  other  property thereafter deliverable  upon  the
conversion of the Series F Preferred Stock.
          
          (g)      No  adjustment shall be made hereunder  unless
by  reason  of  the happening of any one or more  of  the  events
herein  specified, the Conversion Rate then in  effect  would  be
changed  by 1 % or more, but any adjustment of less than 1%  that
would  otherwise be required to be made shall be carried  forward
and shall be made at the time of and together with any subsequent
adjustment which, together with any adjustment or adjustments  so
carried  forward,  amounts  to 1 % or more,  provided  that  such
adjustment  shall be made in any case (regardless of  whether  or
not  the  amount thereof or the cumulative amount thereof amounts
to  1%  or more) upon the happening of one or more of the  events
specified in subparagraph (f) of this Paragraph 7.
          
          Paragraph 8. Voting Rights.

           Except as may be otherwise provided herein or  in  the
Certificate of Incorporation of the Company, as amended from time
to  time  with the consent of the holders of Series  F  Preferred
Stock, provided such consent is required to be obtained hereunder
or as required by applicable law:

           (a)     the Series F Preferred Stock shares shall  not
entitle  the  holders thereof to receive notice of or  attend  or
vote  at  any  meeting of stockholders except  in  the  following
circumstances:

               (i)     The Series F Preferred Stock shall vote as
          a   separate  class  on  any  resolution  proposed  for
          adoption by the stockholders of the Company which seeks
          to  amend,  alter  or  repeal, the  provisions  of  the
          Company's  Certificate  of  Incorporation  or  of   the
          resolutions contained in the Certificate of Designation
          of  the Series F Preferred Stock designating the Series
          F  Preferred  Stock and the preferences and privileges,
          relative,  participating,  optional  or  other  special
          rights and qualifications, limitations and restrictions
          thereof,   so  as  to  adversely  affect   any   right,
          preference, privilege or voting power of the  Series  F
          Preferred  Stock  or  the  holders  thereof;  provided,
          however, that any increase in the amount of the  issued
          Series  F Preferred Stock or the creation and issue  of
          any  other series of preference stock (whether  or  not
          denominated in Dollars, or any increase in  the  amount
          of  authorized shares of Series F Preferred  Stock,  in
          each   case   either  being  Parity  Stock  or   Junior
          Securities  and with or without similar voting  rights)
          will  not  be  deemed to affect adversely such  rights,
          preferences, privileges or voting powers of the  Series
          F Preferred Stock;

               (ii)     Except in the event that arrangements are
          or  have  been offered to the holders of the  Series  F
          Preferred  Stock which ensure that the rights  of  such
          holders  would  not  be prejudiced,  the  Company  will
          ensure  that  no  plan  of  compromise  or  arrangement
          affecting  the  Common  Stock  shall  become  effective
          unless  the  holders of the Series  F  Preferred  Stock
          shall  be parties to the plan and unless the plan shall
          be  approved  by the holders of at least a majority  of
          the  then  issued and outstanding shares  of  Series  F
          Preferred  Stock, voting as a class together  with  all
          other Parity Stock;

                     (iii)  In the case of a vote on a resolution
          regarding  (A) the capital reorganization,  dissolution
          or  liquidation of the Company; or (B) any  matter  for
          which  the consent of the holders of Series F Preferred
          Stock  is  sought in accordance with the provisions  of
          subparagraphs 8(a)(i) and 8(a)(ii) and Paragraphs 9  or
          10;  every  record  holder of Series  F  Stock  who  is
          present at that meeting in person or by proxy shall  be
          entitled to cast one (1) vote for each share of  Series
          F  Preferred  Stock registered in his name (voting  (1)
          as  a  separate class with respect to the  matters  set
          forth  in  subparagraph 8(a)(i) and (2)  together  with
          all  other Parity Stock with respect to the matters set
          forth  in  subparagraphs 8(a)(ii) and 8(a)(iii)(1)  and
          Paragraphs 9 and 10) and the decision of at  least  two
          thirds  of the outstanding shares of Series F Preferred
          Stock  (as  to  any  matters set forth  in  clause  (A)
          above)  and  a  majority of the outstanding  shares  of
          Series  F Preferred Stock and any Parity Stock,  voting
          separately as a class (as to any matters set  forth  in
          clause  (B) above) shall be determinative of the matter
          so  long  as a quorum (as defined in subparagraph  8(b)
          below) is present; or

                (iv)    if at the date of the notice convening  a
          meeting  of Shareholders the dividend on  the Series  F
          Preferred  Stock  has  not been paid  in  an  aggregate
          amount  equal  to  at least two (2)  consecutive  semi-
          annual   dividends  on  such  shares,  the  number   of
          Directors of the Company will be increased by two and a
          majority  of votes cast by the holders of the Series  F
          Preferred  Stock  together with the holders  of  Parity
          Stock  on  which like voting rights have been conferred
          and  are exercisable, present in person or by proxy  at
          such  meeting,  will  be entitled  to  elect  such  two
          additional  Directors to the Board of  Directors,  with
          each  holder being entitled to cast one vote  for  each
          share  of  Series F Preferred Stock registered  in  his
          name. The right to elect such Directors and the term of
          office of all such Directors so elected shall terminate
          when all such accrued and unpaid dividends are paid  in
          full  or  set apart for payment subject to  such  right
          being   reinstated  in  the  case  of  fixture   unpaid
          dividends as hereinabove provided. In case any  vacancy
          shall  occur among the Directors elected by the holders
          of  Series F Preferred Stock and Parity Stock as herein
          provided,  such vacancy may be filled for the unexpired
          portion  of the term by vote of the remaining  Director
          elected   by  such  stockholders,  or  such  Director's
          successor in office or by the vote of such stockholders
          given  at a special meeting of such stockholders called
          for such purpose.

           (b)      At each meeting of stockholders at which  the
holders  of the Series F Preferred Stock shall have the right  to
vote  as  a  separate class or together with any other  class  of
stock the presence in person or by proxy of the holders of record
of  a majority of the total number of shares of stock entitled to
vote  as  a single class then outstanding shall be necessary  and
sufficient  to  constitute  a  quorum  of  such  class  for   the
transaction of business by such stockholders as a class.  At  any
such meeting or adjournment thereof,

               (i)  the absence of a quorum of the holders of the
          Series F Preferred Stock shall not prevent the election
          of  Directors or the transaction of business other than
          the  transaction of business with respect to which  the
          holders of the Series F Preferred Stock are entitled to
          vote as a separate class and the absence of a quorum of
          the  holders  of  any  other class  of  stock  for  the
          election  of  Directors or the conduct  of  such  other
          business  shall not prevent the conduct of business  on
          which the Series F Preferred Stock is entitled to  vote
          as a separate class, and

                     (ii) in the absence of any such quorum,  the
          holders  present in person or by proxy of the class  or
          classes  which lack a quorum shall have  the  power  to
          adjourn (for a period of up to 30 days) the meeting for
          the  election of Directors which they are  entitled  to
          elect  from  time to time, or for the conduct  of  such
          business, without notice other than announcement at the
          meeting, until a quorum shall be present.

           (c)    Any action required or permitted to be taken by
the  holders  of  Series  F  Preferred  Stock  pursuant  to  this
Paragraph 8 or Paragraphs 9 or 10, voting either separately as  a
class  or together with all Parity Stock at any annual or special
meeting  of stockholders, may be taken without a meeting, without
prior  notice  and without a vote, if a consent  or  consents  in
writing,  setting forth the action so taken, shall be  signed  by
the holders of such stock having not less than the minimum number
of  votes that would be necessary to authorize such action to  be
taken  at  a  meeting at which all such shares entitled  to  vote
thereon were present and voted.

          Paragraph 9. Further Issues; Par Value.

           So  long  as  any  shares of Series F Preferred  Stock
remain outstanding, the Company shall not without the affirmative
vote  or  consent of the holders of the Series F Preferred  Stock
and any Parity Stock, in each case outstanding at the time, given
in  person  or  by proxy, either in writing or at a meeting,  (i)
authorize, create or issue, or increase the authorized or  issued
amount,  of  any class or series of stock ranking senior  to  the
Series F Preferred Stock with respect to payment of dividends  or
distribution of assets on dissolution, liquidation or winding  up
or  which may be convertible into any class of shares ranking  as
regards participation in dividends or the distribution of  assets
on dissolution, liquidation or winding up senior to the Series  F
Preferred  Stock; or (ii) increase or decrease the par  value  of
the  Common Stock.  The holders of Series F Preferred Stock shall
not  be  entitled to any preemptive rights with  respect  to  any
further issuances of securities by the Company.

          Paragraph 10. Other Matters.

           So long as any Series F Preferred Stock remains issued
and outstanding then:

           (a)  except  as  authorized  by  the  adoption  of  an
appropriate resolution by the affirmative vote or consent of  the
holders  of a majority of the outstanding shares of the Series  F
Preferred  Stock  and  any  Parity Stock,  voting  or  consenting
separately as a class, the Company shall not:
                   
               (i)     sell, lease or convey all or substantially
          all of the assets of the Company; or

                     (ii)   approve any merger, consolidation  or
          compulsory  share exchange to which the  Company  is  a
          party,   unless   (1)  the  terms   of   such   merger,
          consolidation  or  compulsory  share  exchange  do  not
          provide  for  a  change in the terms of  the  Series  F
          Preferred Stock and (2) the Series F Preferred Stock is
          on  a  parity with or prior to (in respect of dividends
          and  upon liquidation, dissolution or winding  up)  any
          other  class  or series of capital stock authorized  by
          the  surviving  corporation, other than  any  class  or
          series  of stock of the Company ranking senior  to  the
          Series F Preferred Stock either as to dividends or upon
          liquidation, dissolution or winding up of  the  Company
          and  previously  authorized with  the  consent  of  the
          holders of the Series F Preferred Stock (or other  than
          any  capital  stock  into which  such  prior  stock  is
          converted as a result of such merger, consolidation  or
          compulsory share exchange).

           (b)     the Company shall concurrently send a copy  of
every   communication  or  other  information,  including  annual
reports  and proxy materials, sent to its Shareholders  to  every
holder of Series F Preferred Stock.

          Paragraph 11.  Reacquired Shares.
          
           Any shares of the Series F Preferred Stock redeemed or
purchased  or  otherwise acquired by the Company  in  any  manner
whatsoever  shall  be retired and cancelled  promptly  after  the
acquisition   thereof.   All  such  shares   shall   upon   their
cancellation become authorized but unissued shares  of  Series  F
Preferred Stock, and may be reissued as Series F Preferred  Stock
or  part  of  a new series of preference stock to be  created  by
resolution  or resolutions of the Board of Directors, subject  to
the conditions or restrictions on issuance set forth herein.

          Paragraph 12. Miscellaneous.

          (a) All notices referred to herein shall be in writing,
and all notices hereunder shall be deemed to have been given upon
the  earlier of receipt thereof or three (3) Business Days  after
the  mailing  thereof  if sent by registered  or  certified  mail
(unless first-class mail shall be specifically permitted for such
notice  under the terms hereof) with postage prepaid,  addressed:
(i)  if  to the Company, to its office as specified in  its  most
recent  Annual  Report on Form 10-K (or any successor  report  or
form)  or  to  the Transfer Agent or other agent of  the  Company
designated  as permitted hereby or (ii) if to any holder  of  the
Series F Preferred Stock or Common Stock, as the case may be,  to
such  holder at the address of such holder as listed in the stock
record books of the Company (which may include the records of any
Transfer Agent for the Series F Preferred Stock or Common  Stock,
as the case may be) or (iii) to such other address as the Company
or  any such holder, as the case may be, shall have designated by
notice similarly given.

          (b)      The  Company  shall  pay  any  and  all  stock
transfer  and  documentary stamp taxes that  may  be  payable  in
respect of any original issuance or delivery of shares of  Series
F  Preferred Stock or shares of Common Stock or other  securities
issued on account of Series F Preferred Stock pursuant hereto  or
certificates representing such shares or securities.  The Company
shall not, however, be required to pay any such tax which may  be
payable  in  respect of any transfer involved in the issuance  or
delivery of shares of Series F Preferred Stock or Common Stock or
other securities in a name other than that in which the shares of
Series  F  Preferred Stock with respect to which such  shares  or
other  securities are issued or delivered were registered, or  in
respect  of  any payment to any person with respect to  any  such
shares  or  securities  other than a payment  to  the  registered
holder  thereof  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 made
arrangements satisfactory to the Transfer Agent for  the  payment
to  the Company of the amount of any such tax or has established,
to  the satisfaction of the Company, that such tax has been  paid
or is not payable.
          
          (d)      In the event that a holder of shares of Series
F  Preferred Stock shall not by written notice designate to  whom
payment  upon  redemption of shares of Series F  Preferred  Stock
should  be  made or the address to which such payment  should  be
sent, the Company shall be entitled to make such payment, in  the
name  of the holder of such Series F Preferred Stock as shown  on
the  records  of  the Company, and to send such payment,  to  the
address of such holder shown on the records of the Company.

           (e)       Unless otherwise provided in the Certificate
of Incorporation, as amended, of the Company, all payments in the
form  of  dividends,  distributions on voluntary  or  involuntary
dissolution, liquidation or winding-up or otherwise made upon the
shares of Series F Preferred Stock and any other stock ranking on
a  parity with the Series F Preferred Stock with respect to  such
dividend or distribution shall be made pro rata, so that  amounts
paid  per  share on the Series F Preferred Stock and  such  other
stock  shall in all cases bear to each other the same ratio  that
the  required dividends, distributions or payments, as  the  case
may  be,  then  payable per share on the shares of the  Series  F
Preferred Stock and such other stock bear to each other.

          (f)      The Company may appoint, and from time to time
discharge  and  change,  the Transfer  Agent  for  the  Series  F
Preferred  Stock.  Upon any such appointment or  discharge  of  a
Transfer  Agent, the Company shall send notice thereof by  first-
class mail, postage prepaid, to each holder of record of Series F
Preferred  Stock.  The initial Transfer Agent for  the  Series  F
Preferred Stock shall be the Company.

           (g)       The  Company covenants that it will  at  all
times  on and after the Conversion Commencement Date reserve  and
keep  available out of its authorized Common Stock and/or  shares
of  its Common Stock then owned or held by or for the account  of
the  Company, solely for the purpose of delivery upon  conversion
of  the  Series F Preferred Stock as herein provided, such number
of  shares  of  Common  Stock as shall then be  deliverable  upon
conversion of all shares of Series F Preferred Stock from time to
time outstanding.