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                                                                     EXHIBIT 4.3

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         SERIES A JUNIOR PREFERRED STOCK
                                       OF
                            ATHENA DIAGNOSTICS, INC.


                     Pursuant to Section 151 of the Delaware
                             General Corporation Law

         I, Robert E. Flaherty, Chief Executive Officer and President of Athena
Diagnostics, Inc., a corporation organized and existing under the Delaware
General Corporation Law (the "Corporation"), in accordance with the provisions
of Section 151 of such law, DO HEREBY CERTIFY that pursuant to the authority
conferred upon the Board of Directors by the Certificate of Incorporation of the
Corporation, the Board of Directors on December 18, 2002 adopted the following
resolution that creates a series of shares of Preferred Stock designated as
Series A Junior Preferred Stock, as follows:

         RESOLVED, that pursuant to Section 151(g) of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Corporation in accordance with the provisions of ARTICLE FOURTH of the
Certificate of Incorporation of the Corporation, a series of Preferred Stock of
the Corporation be, and hereby is, created, and the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof, be, and hereby are, as follows:

         Section 1. Designation and Amount. The shares of such series shall be
                    ----------------------
designated as "Series A Junior Preferred Stock" (the "Series A Preferred Stock")
and the number of shares constituting such series shall be 1,000,000.

         Section 2. Dividends and Distributions. (A) Subject to the provisions
                    ---------------------------
for adjustment hereinafter set forth, and subject to the rights of the holders
of any shares of any series of Preferred Stock ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose, (i)
cash dividends in an amount per share (rounded to the nearest cent) equal to 100
times the aggregate per share amount of all cash dividends declared or paid on
the Common Stock, $0.01 par value per share, of the Corporation (the "Common
Stock") and (ii) a preferential cash dividend (the "Preferential Dividends"), if
any, in preference to the holders of Common Stock, on the first day of January,
April, July and October of each year (each a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Preferred Stock, payable in an
amount (except in the case of the first Quarterly Dividend Payment if the date
of the first issuance of Series A Preferred Stock is a date other than a
Quarterly Dividend Payment date, in which case such payment shall be a prorated
amount of such amount) equal to $15.00 per share of Series A Preferred Stock
less the per share amount of all cash dividends declared on the Series A
Preferred Stock pursuant to clause (i) of this sentence since the immediately
preceding Quarterly


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Dividend Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Preferred Stock. In the event the Corporation shall, at any time after the
issuance of any share or fraction of a share of Series A Preferred Stock, make
any distribution on the shares of Common Stock of the Corporation, whether by
way of a dividend or a reclassification of stock, a recapitalization,
reorganization or partial liquidation of the Corporation or otherwise, which is
payable in cash or any debt security, debt instrument, real or personal property
or any other property (other than cash dividends subject to the immediately
preceding sentence, a distribution of shares of Common Stock or other capital
stock of the Corporation or a distribution of rights or warrants to acquire any
such share, including any debt security convertible into or exchangeable for any
such share, at a price less than the Fair Market Value (as hereinafter defined)
of such share), then, and in each such event, the Corporation shall
simultaneously pay on each then outstanding share of Series A Preferred Stock of
the Corporation a distribution, in like kind, of 100 times such distribution
paid on a share of Common Stock (subject to the provisions for adjustment
hereinafter set forth). The dividends and distributions on the Series A
Preferred Stock to which holders thereof are entitled pursuant to clause (i) of
the first sentence of this paragraph and pursuant to the second sentence of this
paragraph are hereinafter referred to as "Dividends" and the multiple of such
cash and non-cash dividends on the Common Stock applicable to the determination
of the Dividends, which shall be 100 initially but shall be adjusted from time
to time as hereinafter provided, is hereinafter referred to as the "Dividend
Multiple." In the event the Corporation shall at any time after the date shares
of Common Stock are first publicly held declare or pay any dividend or make any
distribution on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, then in each such case the Dividend Multiple thereafter applicable
to the determination of the amount of Dividends which holders of shares of
Series A Preferred Stock shall be entitled to receive shall be the Dividend
Multiple applicable immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (B) The Corporation shall declare each Dividend at the same time it
declares any cash or non-cash dividend or distribution on the Common Stock in
respect of which a Dividend is required to be paid. No cash or non-cash dividend
or distribution on the Common Stock in respect of which a Dividend is required
to be paid shall be paid or set aside for payment on the Common Stock unless a
Dividend in respect of such dividend or distribution on the Common Stock shall
be simultaneously paid, or set aside for payment, on the Series A Preferred
Stock.

         (C) Preferential Dividends shall begin to accrue on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of any shares of Series A Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series A 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.


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     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
                -------------
shall have the following voting rights:

          (A) Subject to the provisions for adjustment herein after set forth,
     each share of Series A Preferred Stock shall entitle the holder thereof to
     100 votes on all matters submitted to a vote of the holders of the Common
     Stock. The number of votes that a holder of Series A Preferred Stock is
     entitled to cast, as the same may be adjusted from time to time as herein
     after provided, is hereinafter referred to as the "VOTE MULTIPLE." In the
     event the Corporation shall at any time after shares of Common Stock are
     first publicly held declare or pay any dividend on Common Stock payable in
     shares of Common Stock, or effect a subdivision or split or a combination,
     consolidation or reverse split of the outstanding shares of Common Stock
     into a greater or lesser number of shares of Common Stock, then in each
     such case the Vote Multiple thereafter applicable to the determination of
     the number of votes per share to which holders of shares of Series A
     Preferred Stock shall be entitled after such event shall be the Vote
     Multiple immediately prior to such event multiplied by a fraction the
     numerator of which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is the number of
     shares of Common Stock that were outstanding immediately prior to such
     event.

          (B) Except as otherwise provided herein, in the Certificate of
     Incorporation or by law, the holders of shares of Series A Preferred Stock
     and the holders of shares of Common Stock shall vote together as one class
     on all matters submitted to a vote of stockholders of the Corporation.

          (C) In the event that the Preferential Dividends accrued on the Series
     A Preferred Stock for four or more quarterly dividend periods, whether
     consecutive or not, shall not have been declared and paid or irrevocably
     set aside for payment, the holders of record of Preferred Stock of the
     Corporation of all series (including the Series A Preferred Stock), other
     than any series in respect of which such right is expressly withheld by the
     Certificate of Incorporation or the authorizing resolutions included in any
     Certificate of Designations therefor, shall have the right, at the next
     meeting of stockholders called for the election of directors, to elect two
     members to the Board of Directors, which directors shall be in addition to
     the number required prior to such event, to serve until the next Annual
     Meeting and until their successors are elected and qualified or their
     earlier resignation, removal or incapacity or until such earlier time as
     all accrued and unpaid Preferential Dividends upon the outstanding shares
     of Series A Preferred Stock shall have been paid (or irrevocably set aside
     for payment) in full. The holders of shares of Series A Preferred Stock
     shall continue to have the right to elect directors as provided by the
     immediately preceding sentence until all accrued and unpaid Preferential
     Dividends upon the outstanding shares of Series A Preferred Stock shall
     have been paid (or set aside for payment) in full. Such directors may be
     removed and replaced by such stockholders, and vacancies in such
     directorships may be filled only by such stockholders (or by the remaining
     director elected by such stockholders, if there be one) in the manner
     permitted by law; provided, however, that any such action by stockholders
     shall be taken at a meeting of stock holders and shall not be taken by
     written consent thereto.


<PAGE>


          (D) Except as otherwise required by the Certificate of Incorporation
     or by law or set forth herein, holders of Series A Preferred Stock shall
     have no other special voting rights and their consent shall not be required
     (except to the extent they are entitled to vote with holders of Common
     Stock as set forth herein) for the taking of any corporate action.

     Section 4. Certain Restrictions. (A) Whenever Preferential Dividends or
                --------------------
Dividends are in arrears or the Corporation shall be in default of payment
thereof, thereafter and until all accrued and unpaid Preferential Dividends and
Dividends, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid or set irrevocably aside for payment in full,
and in addition to any and all other rights which any holder of shares of Series
A Preferred Stock may have in such circumstances, the Corporation shall not:

          (i) declare or pay dividends on, make any other distributions on, or
     redeem or purchase or otherwise acquire for consideration, any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock;

          (ii) declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity as to dividends with the Series A
     Preferred Stock, unless dividends are paid ratably on the Series A
     Preferred Stock and all such parity stock on which dividends are payable or
     in arrears in proportion to the total amounts to which the holders of all
     such shares are then entitled if the full dividends accrued thereon were to
     be paid;

          (iii) except as permitted by subparagraph (iv) of this paragraph 4(A),
     redeem or purchase or otherwise acquire for consideration shares of any
     stock ranking on a parity (either as to dividends or upon liquidation,
     dissolution or winding up) with the Series A Preferred Stock, provided that
     the Corporation may at any time redeem, purchase or otherwise acquire
     shares of any such parity stock in exchange for shares of any stock of the
     Corporation ranking junior (both as to dividends and upon liquidation,
     dissolution or winding up) to the Series A Preferred Stock; or

          (iv) purchase or otherwise acquire for consideration any shares of
     Series A Preferred Stock, or any shares of stock ranking on a parity with
     the Series A Preferred Stock (either as to dividends or upon liquidation,
     dissolution or winding up), except in accordance with a purchase offer made
     to all holders of such shares upon such terms as the Board of Directors,
     after consideration of the respective annual dividend rates and other
     relative rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

     (B) The Corporation shall not permit any Subsidiary (as hereinafter
defined) of the Corporation to purchase or other wise acquire for consideration
any shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner. A "Subsidiary" of the Corporation shall mean any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient to elect a majority of the board of
directors of such corporation or other entity or


<PAGE>


other persons performing similar functions are beneficially owned, directly or
indirectly, by the Corporation or by any corporation or other entity that is
otherwise controlled by the Corporation.

     (C) The Corporation shall not issue any shares of Series A Preferred Stock
except upon exercise of Rights issued pursuant to that certain Rights Agreement
dated as of January 7, 2002 between the Corporation and Continental Stock
Transfer & Trust Company, as Rights Agent, as it may be amended from time to
time, a copy of which is on file with the Secretary of the Corporation at its
principal executive office and shall be made available to stockholders of record
without charge upon written request therefor addressed to said Secretary.
Notwithstanding the foregoing sentence, nothing contained in the provisions
hereof shall prohibit or restrict the Corporation from issuing for any purpose
any series of Preferred Stock with rights and privileges similar to, different
from, or greater than, those of the Series A Preferred Stock.

     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
                -----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares upon their retirement and cancellation shall become authorized but
unissued shares of Preferred Stock, without designation as to series, and such
shares may be reissued as part of a new series of Preferred Stock to be created
by resolution or resolutions of the Board of Directors.

     Section 6. Liquidation, Dissolution or Winding Up. Upon any voluntary or
                --------------------------------------
involuntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock unless the holders of shares of Series A Preferred
Stock shall have received for each share of Series A Preferred Stock, subject to
adjustment as hereinafter provided, (A) $60,000 plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment or, (B) if greater than the amount specified in clause
(i)(A) of this sentence, an amount equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, as the same may be adjusted as
hereinafter provided and (ii) to the holders of stock ranking on a parity upon
liquidation, dissolution or winding up with the Series A Preferred Stock, unless
simultaneously therewith distributions are made ratably on the Series A
Preferred Stock and all other shares of such parity stock in proportion to the
total amounts to which the holders of shares of Series A Preferred Stock are
entitled under clause (i)(A) of this sentence and to which the holders of such
parity shares are entitled, in each case upon such liquidation, dissolution or
winding up. The amount to which holders of Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Corporation pursuant
to clause (i)(B) of the foregoing sentence is hereinafter referred to as the
"Participating Liquidation Amount" and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Corporation applicable pursuant to said clause
to the determination of the Participating Liquidation Amount, as said multiple
may be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the "Liquidation Multiple." In the event the Corporation shall at
any time after the date shares of Common Stock are first publicly held declare
or pay any dividend on Common Stock payable in shares of Common Stock, or effect
a subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, then, in each such case, the Liquidation


<PAGE>



Multiple thereafter applicable to the determination of the Participating
Liquidation Amount to which holders of Series A Preferred Stock shall be
entitled after such event shall be the Liquidation Multiple applicable
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     Section 7. Certain Reclassifications and Other Events. (A) In the event
                ------------------------------------------
that holders of shares of Common Stock of the Corporation receive after the date
shares of Common Stock are first publicly held, in respect of their shares of
Common Stock any share of capital stock of the Corporation (other than any share
of Common Stock of the Corporation), whether by way of reclassification,
recapitalization, reorganization, dividend or other distribution or otherwise (a
"Transaction"), then, and in each such event, the dividend rights, voting rights
and rights upon the liquidation, dissolution or winding up of the Corporation of
the shares of Series A Preferred Stock shall be adjusted so that after such
event the holders of Series A Preferred Stock shall be entitled, in respect of
each share of Series A Preferred Stock held, in addition to such rights in
respect thereof to which such holder was entitled immediately prior to such
adjustment, to (i) such additional dividends as equal the Dividend Multiple in
effect immediately prior to such Transaction multiplied by the additional
dividends which the holder of a share of Common Stock shall be entitled to
receive by virtue of the receipt in the Transaction of such capital stock, (ii)
such additional voting rights as equal the Vote Multiple in effect immediately
prior to such Transaction multiplied by the additional voting rights which the
holder of a share of Common Stock shall be entitled to receive by virtue of the
receipt in the Transaction of such capital stock and (iii) such additional
distributions upon liquidation, dissolution or winding up of the Corporation as
equal the Liquidation Multiple in effect immediately prior to such Transaction
multiplied by the additional amount which the holder of a share of Common Stock
shall be entitled to receive upon liquidation, dissolution or winding up of the
Corporation by virtue of the receipt in the Transaction of such capital stock,
as the case may be, all as provided by the terms of such capital stock.

     (B) In the event that holders of shares of Common Stock of the Corporation
receive after the date shares of Common Stock are first publicly held, in
respect of their shares of Common Stock any right or warrant to purchase Common
Stock (including as such a right, for all purposes of this paragraph, any
security convertible into or exchangeable for Common Stock) at a purchase price
per share less than the Fair Market Value of a share of Common Stock on the date
of issuance of such right or warrant, then and in each such event the dividend
rights, voting rights and rights upon the liquidation, dissolution or winding up
of the Corporation of the shares of Series A Preferred Stock shall each be
adjusted so that after such event the Dividend Multiple, the Vote Multiple and
the Liquidation Multiple shall each be the product of the Dividend Multiple, the
Vote Multiple and the Liquidation Multiple, as the case may be, in effect
immediately prior to such event multiplied by a fraction the numerator of which
shall be the number of shares of Common Stock outstanding immediately before
such issuance of rights or warrants plus the maximum number of shares of Common
Stock which could be acquired upon exercise in full of all such rights or
warrants and the denominator of which shall be the number of shares of Common
Stock outstanding immediately before such issuance of rights or warrants plus
the number of shares of Common Stock which could


<PAGE>


be purchased, at the Fair Market Value of the Common Stock at the time of such
issuance, by the maximum aggregate consideration payable upon exercise in full
of all such rights or warrants.

     (C) In the event that holders of shares of Common Stock of the Corporation
receive after the date shares of Common Stock are first publicly held, in
respect of their shares of Common Stock any right or warrant to purchase capital
stock of the Corporation (other than shares of Common Stock), including as such
a right, for all purposes of this paragraph, any security convertible into or
exchangeable for capital stock of the Corporation (other than Common Stock), at
a purchase price per share less than the Fair Market Value of such shares of
capital stock on the date of issuance of such right or warrant, then and in each
such event the dividend rights, voting rights and rights upon liquidation,
dissolution or winding up of the Corporation of the shares of Series A Preferred
Stock shall each be adjusted so that after such event each holder of a share of
Series A Preferred Stock shall be entitled, in respect of each share of Series A
Preferred Stock held, in addition to such rights in respect thereof to which
such holder was entitled immediately prior to such event, to receive (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such event multiplied, first, by the additional dividends to which the holder
of a share of Common Stock shall be entitled upon exercise of such right or
warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction (as hereinafter defined)
and (ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such event multiplied, first, by the additional voting
rights to which the holder of a share of Common Stock shall be entitled upon
exercise of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction and
(iii) such additional distributions upon liquidation, dissolution or winding up
of the Corporation as equal the Liquidation Multiple in effect immediately prior
to such event multiplied, first, by the additional amount which the holder of a
share of Common Stock shall be entitled to receive upon liquidation, dissolution
or winding up of the Corporation upon exercise of such right or warrant by
virtue of the capital stock which could be acquired upon such exercise and
multiplied again by the Discount Fraction. For purposes of this paragraph, the
"Discount Fraction" shall be a fraction the numerator of which shall be the
difference between the Fair Market Value of a share of the capital stock subject
to a right or warrant distributed to holders of shares of Common Stock of the
Corporation as contemplated by this paragraph immediately after the distribution
thereof and the purchase price per share for such share of capital stock
pursuant to such right or warrant and the denominator of which shall be the Fair
Market Value of a share of such capital stock immediately after the distribution
of such right or warrant.

     (D) For purposes of this Certificate of Designations, the "Fair Market
Value" of a share of capital stock of the Corporation (including a share of
Common Stock) on any date shall be deemed to be the average of the daily closing
price per share thereof over the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that, in
the event that such Fair Market Value of any such share of capital stock is
determined during a period which includes any date that is within 30 Trading
Days after (i) the ex-dividend date for a dividend or distribution on stock
payable in shares of such stock or securities convertible into shares of such
stock, or (ii) the effective date of any subdivision, split, combination,
consolidation, reverse stock split or reclassification of such stock, then, and
in each such case, the Fair Market Value shall be appropriately adjusted by the
Board of Directors of the Corporation to take into account ex-dividend or
post-effective date trading. The closing price for any day shall be the last
sale price, regular way,


<PAGE>



or, in case, no such sale takes place on such day, the average of the closing
bid and asked prices, regular way (in either case, as reported in the applicable
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange), or, if the shares are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
applicable transaction reporting system with respect to securities listed on the
principal national securities exchange on which the shares are listed or
admitted to trading or, if the shares are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use, or if on any such
date the shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the shares selected by the Board of Directors of the Corporation.
The term "Trading Day" shall mean a day on which the principal national
securities exchange on which the shares are listed or admitted to trading is
open for the transaction of business or, if the shares are not listed or
admitted to trading on any national securities exchange, on which the New York
Stock Exchange or such other national securities exchange as may be selected by
the Board of Directors of the Corporation is open. If the shares are not
publicly held or not so listed or traded on any day within the period of 30
Trading Days applicable to the determination of Fair Market Value thereof as
aforesaid, "Fair Market Value" shall mean the fair market value thereof per
share as determined in good faith by the Board of Directors of the Corporation.
In either case referred to in the foregoing sentence, the determination of Fair
Market Value shall be described in a statement filed with the Secretary of the
Corporation.

     Section 8. Consolidation, Merger, etc. In case the Corporation shall enter
                --------------------------
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each
outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Vote Multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event.

     Section 9. Effective Time of Adjustments. (A) Adjustments to the Series A
                -----------------------------
Preferred Stock required by the provisions hereof shall be effective as of the
time at which the event requiring such adjustments occurs.

     (B) The Corporation shall give prompt written notice to each holder of a
share of Series A Preferred Stock of the effect of any adjustment to the voting
rights, dividend rights or rights upon liquidation, dissolution or winding up of
the Corporation of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Corporation to give
such notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

     Section 10. No Redemption. The shares of Series A Preferred Stock shall not
                 -------------
be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire shares of Series A Preferred Stock in any other

<PAGE>



manner permitted by law, the provisions hereof and the Certificate of
Incorporation of the Corporation.

     Section 11. Ranking. Unless otherwise provided in the Certificate of
                 -------
Incorporation of the Corporation or a Certificate of Designations relating to a
subsequent series of preferred stock of the Corporation, the Series A Preferred
Stock shall rank junior to all other series of the Corporation's preferred stock
as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up and senior to the Common Stock.

     Section 12. Amendment. The provisions hereof and the Certificate of
                 ---------
Incorporation of the Corporation shall not be amended in any manner which would
adversely affect the rights, privileges or powers of the Series A Preferred
Stock without, in addition to any other vote of stock holders required by law,
the affirmative vote of the holders of two-thirds or more of the outstanding
shares of Series A Preferred Stock, voting together as a single class.


<PAGE>



     IN WITNESS WHEREOF, I have executed and subscribed this Certificate of
Designations and do affirm the foregoing as true under the penalties of perjury
this 7th day of January 2002.

                                          /s/ Robert E. Flaherty
                                          -----------------------------
                                          Name: Robert E. Flaherty
                                          Title: Chief Executive Officer and
                                                 President

ATTEST:

/s/ Jefrrey N. Weisberg
-------------------------
Name: Jeffrey N. Weisberg
Title: Senior Vice President, Chief Financial Officer
       and Secretary