<PAGE>

                                                                     EXHIBIT 4.1

            CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS OF
                     SERIES F CONVERTIBLE PREFERRED STOCK
                                      AND
              ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF
              INCORPORATION OF UNITED SHIPPING & TECHNOLOGY, INC.


         Pursuant to the provisions of the Utah Revised Business Corporation
Act, the undersigned corporation adopts the following certificate of designation
and articles of amendment to its Restated Articles of Incorporation, as amended
to date:

     FIRST:    The name of the corporation is United Shipping & Technology, Inc.

     SECOND:   Pursuant to the authority vested in the Board of Directors by
               this corporation's Restated Articles of Incorporation, as amended
               to date, the Board of Directors of this corporation by unanimous
               written consent pursuant to Section 16-10a-602 of the Utah
               Revised Business Corporation Act did adopt on July 12, 2001,
               without shareholder action, the following resolutions,
               authorizing the creation and designation of a series of preferred
               stock designated as Series F Convertible Preferred Stock as set
               forth in Exhibit A attached hereto, which resolutions amend this
               corporation's Restated Articles of Incorporation, as amended to
               date, as contemplated thereby and pursuant to Exhibit A attached
               hereto:

                    RESOLVED, that, in order to comply with and fulfill its
               obligations under a Subscription Note and Purchase Agreement, the
               corporation will be required to amend its Restated Articles of
               Incorporation, as amended to date, in order to designate a new
               class or series of its authorized preferred shares as set forth
               on Exhibit A to these Consent Resolutions (the "Charter
               Amendment"); and

                    RESOLVED FURTHER, that the Board of Directors, acting under
               authority of its Restated Articles of Incorporation and Sections
               16-10a-1002(1)(e) and 16-10a-602(1) of the Utah Revised Business
               Corporation Act, hereby approves and adopts the Charter
               Amendment; and

                    RESOLVED FURTHER, that, in the manner required by law and by
               the corporation's Restated Articles of Incorporation, the
               appropriate officers of the corporation be and they hereby are
               authorized and directed to cause to be prepared, and to execute,
               and to file with the Division of Corporations and Commercial Code
               of the State of Utah, appropriate amendment documents causing the
               amendment of the corporation's Restated Articles of Incorporation
               in the manner contemplated by the Charter Amendment and these
               Consent Resolutions.
<PAGE>

         In witness whereof, this Certificate of Designation of Series F
Convertible Preferred Stock is hereby executed on behalf of this corporation
this 13th day of July, 2001.

                                              United Shipping & Technology, Inc.



                                              /s/ Wesley C. Fredenburg
                                              By Wesley C. Fredenburg,
                                              Its Secretary and General Counsel

                                       2
<PAGE>

                                   Exhibit A
                                   ---------
            UNITED SHIPPING & TECHNOLOGY, INC. (THE "CORPORATION")
                  SERIES F CONVERTIBLE PREFERRED STOCK TERMS

     Section 1.  Designation and Amount. Subject to the provisions of Section 5B
                 ----------------------
hereof, the number of authorized shares of Series F Convertible Preferred Stock,
par value $0.004 per share (the "Series F Preferred Stock"), shall be 1,200,000.

     Section 2.  Dividends. In the event that the Corporation declares or pays
                 ---------
any dividends upon the Corporation's Common Stock, par value $0.004 per share
(the "Common Stock"), (whether payable in cash, securities or other property)
other than dividends payable solely in shares of Common Stock, the Corporation
shall also declare and pay to the holders of the Series F Preferred Stock at the
same time that it declares and pays such dividends to the holders of the Common
Stock, the dividends which would have been declared and paid with respect to the
Common Stock issuable upon conversion of the Series F Preferred Stock had all of
the outstanding Series F Preferred Stock been converted immediately prior to the
record date for such dividend, or if no record date is fixed, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined. The Corporation shall pay dividends declared, but unpaid, upon the
shares of the Series F Preferred Stock before making any payment of dividends
upon the Common Stock, the Corporation's Series A Cumulative Convertible
Preferred Stock, par value $0.004 per share (the "Series A Preferred Stock"),
and to each other class of capital stock of the Corporation hereafter
established (collectively, the "Subordinate Securities"). The definition of
Subordinate Securities shall also include any rights or options exercisable for
or convertible into any of the Subordinate Securities. The Series F Preferred
Stock shall, with respect to dividend rights, rank pari passu with the
Corporation's Series B Convertible Preferred Stock, par value $0.004 per share
(the "Series B Preferred Stock"), the Corporation's Series C Convertible
Preferred Stock, par value $0.004 per share (the "Series C Preferred Stock"),
the Corporation's Series D Convertible Preferred Stock, par value $0.004 per
share (the "Series D Preferred Stock") and the Corporation's Series E
Convertible Preferred Stock, par value $0.004 per share (the "Series E Preferred
Stock").

     Section 3.  Liquidation Preference. Upon liquidation, dissolution and
                 ----------------------
winding up of the Corporation (whether voluntary or involuntary) (a "Liquidation
Event"), the Corporation shall pay to the holders of the preferred stock the
aggregate Liquidation Value attributable to such shares (each, a "Share") plus
any unpaid dividends thereon. If upon any such Liquidation Event, the
Corporation's assets to be distributed among the holders of the Subordinate
Securities, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid under this Section 3, then the entire assets
available to be distributed to the Corporation's stockholders shall be
distributed pro rata to the holders of Series D Preferred Stock and Series F
Preferred Stock in an amount up to the Liquidation Value (plus any unpaid
dividends thereon); thereafter, if any of the Corporation's assets remain that
have not been distributed to the holders of Series D Preferred Stock and Series
F Preferred Stock, such remaining assets shall be distributed pro rata among the
holders of Series B Preferred Stock, Series C Preferred Stock and Series E
Preferred Stock based upon the aggregate Liquidation Value (plus any unpaid
dividends thereon) attributable to each such holder; thereafter, if any of the
Corporation's assets remain that have not been distributed, such

                                       3
<PAGE>

remaining assets shall be distributed pro rata among the holders of the
Subordinate Securities based upon the aggregate Liquidation Value (plus any
unpaid dividends thereon) attributable to each such holder. Not less than sixty
(60) days prior to the payment date stated therein, the Corporation shall mail
written notice of any such Liquidation Event to each record holder of Series D
Preferred Stock and Series F Preferred Stock, setting forth in reasonable detail
the amount of proceeds to be paid with respect to each Share and each share of
Common Stock in connection with such Liquidation Event. A Change of Control
shall not be deemed a Liquidation Event for purposes of this Section 3.

     Section 4.  Redemptions.
                 -----------

             4A  Change of Control.
                 -----------------

                 (i)   Promptly after the occurrence of a Change of Control,
             which does not include any transaction between the Company and the
             purchasers of the Series F Preferred Stock or THLi (the date of
             such occurrence being the "Change of Control Date"), the
             Corporation shall commence (or cause to be commenced) an offer to
             purchase all outstanding shares of Series F Preferred Stock
             pursuant to the terms described in Section 4A(iv) (the "Change of
             Control Offer") at a purchase price equal to the Liquidation Value
             for each Share (plus any unpaid dividends thereon) (the "Change of
             Control Amount") on the Change of Control Payment Date, and shall
             purchase (or cause the purchase of) any Shares of Series F
             Preferred Stock tendered in the Change of Control Offer pursuant to
             the terms hereof.

                 (ii)  At the option of each holder of Series F Preferred Stock,
             the Change of Control Amount payable to such holder shall be
             payable (A) in cash, (B) in a number of shares of Common Stock (or
             the securities of the entity into which the Common Stock became
             converted or was exchanged in connection with the Change of
             Control) determined by dividing the portion of the Change of
             Control Amount that would otherwise be paid in cash (and which the
             holder has elected to receive in shares) by the Conversion Price in
             effect as of the date on which the Change of Control occurred
             (which will determine the number of shares of the Corporation that
             the holder would receive, which shall then be used to determine the
             number of shares of the successor entity, if applicable, that the
             holder is entitled to receive), or (C) in a combination of cash and
             such shares.

                 (iii) If a holder elects to receive the Change of Control
             Amount in cash, prior to the mailing of the notice referred to in
             Section 4A(iv), but in any event within twenty (20) days following
             the date on which a Change of Control has occurred, the Corporation
             shall (A) promptly determine if the purchase of the Series F
             Preferred Stock for cash would violate or constitute a default
             under any Indebtedness of the Corporation and (B) either shall
             repay to the extent necessary all such Indebtedness of the
             Corporation that would prohibit the repurchase of the Series F
             Preferred Stock pursuant to a Change of Control Offer or obtain any
             requisite consents or approvals under instruments governing any
             Indebtedness of the Corporation to permit the repurchase of the
             Series F Preferred Stock for cash.

                                       4
<PAGE>

             The Corporation shall first comply with this Section 4A(iii) before
             it shall repurchase for cash any Series F Preferred Stock pursuant
             to this Section 4A.

                 (iv)  At least within twenty (20) days following the date on
             which a Change in Control has occurred, the Corporation shall send,
             by first-class mail, postage prepaid, a notice (a "Change of
             Control Notice") to each holder of Series F Preferred Stock. If
             applicable, such Change of Control Notice shall contain all
             instructions and materials necessary to enable such holders to
             tender Series F Preferred Stock pursuant to the Change of Control
             Offer. Such Change of Control Notice shall state:

                       (A)   that a Change of Control has occurred, that a
                 Change of Control Offer is being made pursuant to this Section
                 4A and that all Series F Preferred Stock validly tendered and
                 not withdrawn will be accepted for payment;

                       (B)   the purchase price (including the amount of accrued
                 dividends, if any) and the purchase date (which must be no
                 earlier than thirty (30) days nor later than sixty (60) days
                 from the date such notice is mailed, other than as may be
                 required by law) (the "Change of Control Payment Date");

                       (C)   that holders electing to have any Share purchased
                 pursuant to a Change of Control Offer will be required to
                 surrender stock certificates representing such Shares, properly
                 endorsed for transfer, at the address specified in the notice
                 prior to the close of business on the business day prior to the
                 Change of Control Payment Date;

                       (D)   that holders will be entitled to withdraw their
                 election if the Corporation receives, not later than five (5)
                 business days prior to the Change of Control Payment Date, a
                 telegram, facsimile transmission or letter setting forth the
                 name of the holder, the number of shares of Series F Preferred
                 Stock the holder delivered for purchase and a statement that
                 such holder is withdrawing its election to have such Shares
                 purchased;

                       (E)   that holders who tender only a portion of the
                 Shares represented by a certificate delivered will, upon
                 purchase of the Shares tendered, be issued a new certificate
                 representing the unpurchased Shares; and

                       (F)   the circumstances and relevant facts regarding such
                 Change of Control (including information with respect to pro
                 forma historical income, cash flow and capitalization after
                 giving effect to such Change of Control).

                 (v)   The Corporation will comply with any tender offer rules
             under the Exchange Act which may then be applicable in connection
             with any offer made by the Corporation to repurchase the Shares as
             a result of a Change of Control. To

                                       5
<PAGE>

             the extent that the provisions of any securities laws or
             regulations conflict with provisions hereof, the Corporation shall
             comply with the applicable securities laws and regulations and
             shall not be deemed to have breached its obligation hereunder by
             virtue thereof.

                 (vi)   On the Change of Control Payment Date, the Corporation
             shall (A) accept for payment the Shares validly tendered pursuant
             to the Change of Control Offer, (B) pay to the holders of Shares so
             accepted the purchase price therefor, at the option of each such
             holder, in cash or Common Stock (or the securities of the entity
             into which the Common Stock became converted in connection with the
             Change of Control) as provided in Section 4A(ii) above and (C)
             cancel each surrendered certificate and retire the shares
             represented thereby. Unless the Corporation defaults in the payment
             for the Shares tendered pursuant to the Change of Control Offer,
             all rights of holders of such tendered shares will terminate,
             except for the right to receive payment therefor on the Change of
             Control Payment Date.

                 (vii)  To accept the Change of Control Offer, the holder of a
             Share shall deliver, prior to the close of business on the business
             day prior to the Change of Control Payment Date, written notice to
             the Corporation (or an agent designated by the Corporation for such
             purpose) of such holder's acceptance, together with certificates
             evidencing the Shares with respect to which the Change of Control
             Offer is being accepted, duly endorsed for transfer.

     Section 5.  Voting Rights and Covenants.
                 ---------------------------

             5A  Voting Rights. The holders of the Series F Preferred Stock
                 --------------
     shall be entitled to notice of all stockholders meetings in accordance with
     the Corporation's bylaws, and except as provided in Section 5A(i) or as
     otherwise required by applicable law, the holders of the Series F Preferred
     Stock shall be entitled to vote on all matters submitted to the
     stockholders for a vote together with the holders of the Common Stock
     voting together as a single class with each share of Common Stock entitled
     to one vote per share and each Share of Series F Preferred Stock entitled
     to one vote for each share of Common Stock issuable upon conversion of the
     Series F Preferred Stock as of the record date for such vote or, if no
     record date is specified, as of the date of such vote.

                 (i)    Notwithstanding the provisions of Section 5A with
             respect to voting rights of holders of Series F Preferred Stock, if
             the Corporation determines that shareholder approval of the
             issuance of the Series F Preferred Stock or the issuance of Common
             Stock or other securities convertible into, exchangeable for, or
             equivalent to, Common Stock is required in order to enable the
             Corporation to comply with continued listing requirements for the
             Common Stock on the Nasdaq SmallCap Market, such holders agree that
             with respect to the voting of the Series F Preferred Stock and the
             conversion thereof:

                        (A)   the Series F Preferred Stock voting rights of the
                 holders shall be reduced on a pro-rata basis among the holders
                 (the "Reduced

                                       6
<PAGE>

                 Voting Amount"), until the Corporation's shareholders approve
                 the issuance of Series F Preferred Stock which is convertible
                 into more than 20% of the Corporation's outstanding Common
                 Stock, or such approval is waived by Nasdaq or otherwise
                 determined not to be required; and

                        (B)   the Series F Preferred Stock held by such holders
                 may not be converted into Common Stock except to the extent the
                 number of shares of Common Stock (which vote on a one vote per
                 share basis) and the number of shares of Series F Preferred
                 Stock held by such holders, do not exceed the Reduced Voting
                 Amount.

             5B  Covenants. In addition, so long as 20% of the Series F
                 ---------
     Preferred Stock originally issued pursuant to the Purchase Agreement
     remains outstanding, the affirmative vote of the holders of two-thirds of
     the then outstanding shares of Series F Preferred Stock, voting together as
     a single class, shall be necessary to:

                 (i)    alter or change the preferences, rights or powers of the
             Series F Preferred Stock;

                 (ii)   increase or decrease the authorized number of shares of
             Series F Preferred Stock;

                 (iii)  issue any additional Series F Preferred Stock or create,
             authorize or issue any capital stock that ranks prior (whether with
             respect to dividends or upon liquidation, dissolution, winding up
             or otherwise) to the Series F Preferred Stock;

                 (iv)   directly or indirectly declare or pay any dividends or
             make any distributions upon, or repurchase or redeem, any of its
             capital stock or other equity securities (or any securities
             directly or indirectly convertible into or exercisable or
             exchangeable for equity securities), other than (A) with respect to
             the Series B Preferred Stock, Series C Preferred Stock, Series D
             Preferred Stock, Series E Preferred Stock, Series F Preferred Stock
             and the Bridge Note, (B) the repurchase of Options (or Common Stock
             issued upon exercise thereof) issued pursuant to the Stock Option
             Plans in accordance with their respective terms, (C) any mandatory
             prepayment required pursuant to the terms of the Iver Note as in
             effect on February 1, 2001, and (D) the mandatory repurchase of the
             Bayview Warrant (or Common Stock issued upon exercise thereof)
             pursuant to Section 9 thereof as in effect on February 1, 2001;

     Section 6.  Conversion.
                 ----------

             6A  Conversion Procedure.
                 --------------------

                 (i)    Subject to the terms of this Section 6, at any time and
             from time to time, any holder of Series F Preferred Stock may
             convert all or any portion of the Series F Preferred Stock
             (including any fraction of a Share) held by such holder into a
             number of shares of Conversion Stock computed by multiplying the
             number

                                       7
<PAGE>

             of Shares to be converted by $11.00 and dividing the result by the
             Conversion Price then in effect.

                 (ii)  Except as otherwise provided herein, each conversion of
             Series F Preferred Stock shall be deemed to have been effected as
             of the close of business on the date on which the certificate or
             certificates representing the Series F Preferred Stock to be
             converted have been surrendered for conversion at the principal
             office of the Corporation. At the time any such conversion has been
             effected, the rights of the holder of the Shares converted as a
             holder of Series F Preferred Stock shall cease and the Person or
             Persons in whose name or names any certificate or certificates for
             shares of Conversion Stock are to be issued upon such conversion
             shall be deemed to have become the holder or holders of record of
             the shares of Conversion Stock represented thereby.

                 (iii) The conversion rights are subject to the Corporation, it
             required, first obtaining stockholder approval for the issuance of
             the Series F Preferred Stock and to increase the number of the
             Corporation's authorized Common Stock so that Common Stock is
             available upon the conversion of the Series F Preferred Stock.

                 (iv)  The conversion rights of any Share subject to redemption
             hereunder shall terminate on the Redemption Date for such Share
             unless the Corporation has failed to pay to the holder thereof the
             Redemption Price for such Share.

                 (v)   Notwithstanding any other provision hereof, if a
             conversion of Series F Preferred Stock is to be made in connection
             with a transaction affecting the Corporation, the conversion of any
             Shares of Series F Preferred Stock may, at the election of the
             holder thereof, be conditioned upon the consummation of such
             transaction, in which case such conversion shall not be deemed to
             be effective until such transaction has been consummated.

                 (vi)  As soon as possible after a conversion has been effected
             (but in any event within three (3) business days in the case of
             subparagraph (A) below), the Corporation shall deliver to the
             converting holder:

                       (A)   a certificate or certificates representing the
                 number of shares of Conversion Stock issuable by reason of such
                 conversion in such name or names and such denomination or
                 denominations as the converting holder has specified;

                       (B)   payment of any amount payable under subparagraph
                 (ix) below with respect to such conversion; and

                       (C)   a certificate representing any Shares which were
                 represented by the certificate or certificates delivered to the
                 Corporation in connection with such conversion but which were
                 not converted.

                                       8
<PAGE>

                 (vii)  The issuance of certificates for shares of Conversion
             Stock upon conversion of Series F Preferred Stock shall be made
             without charge to the holders of such Series F Preferred Stock for
             any issuance tax in respect thereof or other cost incurred by the
             Corporation in connection with such conversion and the related
             issuance of shares of Conversion Stock. Upon conversion of each
             Share of Series F Preferred Stock, the Corporation shall take all
             such actions as are necessary in order to ensure that the
             Conversion Stock issuable with respect to such conversion shall be
             validly issued, fully paid and nonassessable, free and clear of all
             taxes, liens, charges and encumbrances with respect to the issuance
             thereof.

                 (viii) The Corporation shall not close its books against the
             transfer of Series F Preferred Stock or of Conversion Stock issued
             or issuable upon conversion of Series F Preferred Stock in any
             manner which interferes with the timely conversion of Series F
             Preferred Stock. The Corporation shall assist and cooperate with
             any holder of Shares required to make any governmental filings or
             obtain any governmental approval prior to or in connection with any
             conversion of Shares hereunder (including, without limitation,
             making any filings required to be made by the Corporation).

                 (ix)   The Corporation shall at all times reserve and keep
             available out of its authorized but unissued shares of Conversion
             Stock, solely for the purpose of issuance upon the conversion of
             the Series F Preferred Stock, such number of shares of Conversion
             Stock issuable upon the conversion of all outstanding Series F
             Preferred Stock. If stockholder approval is required to increase
             its number of authorized Common Stock so that Common Stock is
             available upon the conversion of the Series F Preferred, the
             Corporation will do so at its next stockholder meeting. All shares
             of Conversion Stock which are so issuable shall, when issued, be
             duly and validly issued, fully paid and nonassessable and free from
             all taxes, liens and charges. The Corporation shall take all such
             actions as may be necessary to assure that all such shares of
             Conversion Stock may be so issued without violation of any
             applicable law or governmental regulation or any requirements of
             any domestic securities exchange upon which shares of Conversion
             Stock may be listed (except for official notice of issuance which
             shall be immediately delivered by the Corporation upon each such
             issuance). The Corporation shall not take any action which would
             cause the number of authorized but unissued shares of Conversion
             Stock to be less than the number of such shares required to be
             reserved hereunder for issuance upon conversion of the Series F
             Preferred Stock.

                 (x)    If any fractional interest in a share of Conversion
             Stock would, except for the provisions of this subparagraph, be
             delivered upon any conversion of the Series F Preferred Stock, the
             Corporation, in lieu of delivering the fractional share therefor,
             shall pay an amount to the holder thereof equal to the portion of
             the Market Price attributable to such fractional interest as of the
             date of conversion.

                                       9
<PAGE>

                 (xi)  If the shares of Conversion Stock issuable by reason of
             conversion of Series F Preferred Stock are convertible into or
             exchangeable for any other stock or securities of the Corporation,
             the Corporation shall, at the converting holder's option, upon
             surrender of the Shares to be converted by such holder as provided
             herein together with any notice, statement or payment required to
             effect such conversion or exchange of Conversion Stock, deliver to
             such holder or as otherwise specified by such holder a certificate
             or certificates representing the stock or securities into which the
             shares of Conversion Stock issuable by reason of such conversion
             are so convertible or exchangeable, registered in such name or
             names and in such denomination or denominations as such holder has
             specified.

             6B  Conversion Price.
                 ----------------

                 (i)   In order to prevent dilution of the conversion rights
             granted under this Section 6, the Conversion Price shall be subject
             to adjustment from time to time pursuant to this Section 6B.

                 (ii)  If and whenever after the original date of first issuance
             of the Series F Preferred Stock, the Corporation issues or sells,
             or in accordance with Section 6C is deemed to have issued or sold,
             any shares of its Common Stock for a consideration per share less
             than the Market Price of the Common Stock determined as of the date
             of such issue or sale, then immediately upon such issue or sale,
             the Conversion Price shall be reduced to the Conversion Price
             determined by multiplying the Conversion Price in effect
             immediately prior to such issue or sale by a fraction, the
             numerator of which shall be the sum of (A) the number of shares of
             Common Stock Deemed Outstanding immediately prior to such issue or
             sale multiplied by the Market Price of the Common Stock determined
             as of the date of such issuance or sale, plus (B) the
             consideration, if any, received by the Corporation upon such issue
             or sale, and the denominator of which shall be the product derived
             by multiplying the Market Price of the Common Stock by the number
             of shares of Common Stock Deemed Outstanding immediately after such
             issue or sale.

                 (iii) Notwithstanding the foregoing, there shall be no
             adjustment to the Conversion Price hereunder with respect to the
             following (collectively referred to herein as the "Permitted
             Issuances"):

                       (A)   the issuance or granting of Common Stock, Options
                 or Convertible Securities to employees, officers, consultants
                 and directors of the Corporation and its Subsidiaries or the
                 exercise thereof pursuant to the Stock Option Plans;

                       (B)   the issuance or granting of Options for up to
                 75,000 shares of Common Stock (as adjusted for any stock
                 splits, reverse stock splits, share combinations, stock
                 dividends or similar reclassifications) to employees and
                 consultants of the Corporation outside of the Stock Option
                 Plans;

                                       10
<PAGE>

                    (C)  the issuance of Common Stock upon (1) exercise of the
               Warrant To Purchase Shares of Common Stock of United Shipping &
               Technology, Inc. or (2) the conversion of the 9% Convertible
               Subordinated Promissory Note, in each case, dated as of April 25,
               2000, issued by the Corporation to J. Iver & Company ("Iver
               Note");

                    (D)  the issuance of Common Stock upon exercise of the
               Warrant To Purchase Common Stock of United Shipping & Technology,
               Inc., dated as of September 24, 1999, issued to Bayview Capital
               Partners L.P. (the "Bayview Warrant");

                    (E)  the issuance of Common Stock upon conversion of the
               Convertible Subordinated Note, dated as of September 24, 1999,
               issued by the Corporation to CEX Holdings, Inc. (the "CEX
               Convertible Note");

                    (F)  the issuance of shares of Common Stock to Jack D.
               Ashabranner II (or a trust solely for his benefit) in respect of
               a court-approved settlement of his claim against Corporate
               Express Delivery Systems, Inc., solely to meet any shortfall in
               the market value between the 600,000 shares of Common Stock that
               have been issued for the benefit of Mr. Ashabranner in respect of
               such settlement and the sum of $550,000, pursuant to the terms of
               such settlement;

                    (G)  the issuance of Common Stock upon exercise of the
               Common Warrants;

                    (H)  the issuance of Series D Preferred Stock upon exercise
               of the Bridge Warrant or upon conversion of the Bridge Note;

                    (I)  the issuance of Series C Preferred Stock upon exercise
               of the Series C Warrants; and

                    (J)  the issuance of Common Stock upon conversion of the
               Series A Preferred Stock, Series B Preferred Stock, Series C
               Preferred Stock, Series D Preferred Stock, Series E Preferred
               Stock and Series F Preferred Stock.

          6C   Effect on Conversion Price of Certain Events. For purposes of
               --------------------------------------------
determining the adjusted Conversion Price under paragraph 6B, the following
shall be applicable:

               (i)       Issuance of Rights or Options. If the Corporation in
                         -----------------------------
          any manner grants or sells any Options and the price per share for
          which Common Stock is issuable upon the exercise of such Options, or
          upon conversion or exchange of any Convertible Securities issuable
          upon exercise of such Options, is less than the Market Price of the
          Common Stock determined as of such time, then the total maximum number
          of shares of Common Stock issuable upon the exercise of such Options
          or upon conversion or exchange of the total maximum amount of such

                                       11
<PAGE>

          Convertible Securities issuable upon the exercise of such Options
          shall be deemed to be outstanding and to have been issued and sold by
          the Corporation at the time of the granting or sale of such Options
          for such price per share. For purposes of this paragraph, the "price
          per share for which Common Stock is issuable" shall be determined by
          dividing (A) the total amount, if any, received or receivable by the
          Corporation as consideration for the granting or sale of such Options,
          plus the minimum aggregate amount of additional consideration payable
          to the Corporation upon exercise of all such Options, plus in the case
          of such Options which relate to Convertible Securities, the minimum
          aggregate amount of additional consideration, if any, payable to the
          Corporation upon the issuance or sale of such Convertible Securities
          and the conversion or exchange thereof, by (B) the total maximum
          number of shares of Common Stock issuable upon the exercise of such
          Options or upon the conversion or exchange of all such Convertible
          Securities issuable upon the exercise of such Options. No further
          adjustment of the Conversion Price shall be made when Convertible
          Securities are actually issued upon the exercise of such Options or
          when Common Stock is actually issued upon the exercise of such Options
          or the conversion or exchange of such Convertible Securities.

               (ii)  Issuance of Convertible Securities. If the Corporation in
                     ----------------------------------
          any manner issues or sells any Convertible Securities and the price
          per share for which Common Stock is issuable upon conversion or
          exchange thereof is less than the Market Price of the Common Stock
          determined as of such time, then the maximum number of shares of
          Common Stock issuable upon conversion or exchange of such Convertible
          Securities shall be deemed to be outstanding and to have been issued
          and sold by the Corporation at the time of the issuance or sale of
          such Convertible Securities for such price per share. For the purposes
          of this paragraph, the "price per share for which Common Stock is
          issuable" shall be determined by dividing (A) the total amount
          received or receivable by the Corporation as consideration for the
          issue or sale of such Convertible Securities, plus the minimum
          aggregate amount of additional consideration, if any, payable to the
          Corporation upon the conversion or exchange thereof, by (B) the total
          maximum number of shares of Common Stock issuable upon the conversion
          or exchange of all such Convertible Securities. No further adjustment
          of the Conversion Price shall be made when Common Stock is actually
          issued upon the conversion or exchange of such Convertible Securities,
          and if any such issue or sale of such Convertible Securities is made
          upon exercise of any Options for which adjustments of the Conversion
          Price had been or are to be made pursuant to other provisions of this
          Section 6, no further adjustment of the Conversion Price shall be made
          by reason of such issue or sale.

               (iii) Change in Option Price or Conversion Rate. If the purchase
                     -----------------------------------------
          price provided for in any Options, the additional consideration, if
          any, payable upon the conversion or exchange of any Convertible
          Securities or the rate at which any Convertible Securities are
          convertible into or exchangeable for Common Stock changes at any time,
          the Conversion Price in effect at the time of such change shall be
          immediately adjusted to the Conversion Price which would have been in

                                       12
<PAGE>

          effect at such time had such Options or Convertible Securities still
          outstanding provided for such changed purchase price, additional
          consideration or conversion rate, as the case may be, at the time
          initially granted, issued or sold. For purposes of Section 6C, if the
          terms of any Option or Convertible Security which was outstanding as
          of the date of issuance of the Series F Preferred Stock are changed in
          the manner described in the immediately preceding sentence, then such
          Option or Convertible Security and the Common Stock deemed issuable
          upon exercise, conversion or exchange thereof shall be deemed to have
          been issued as of the date of such change; provided, that (A) no such
          change shall at any time cause the Conversion Price hereunder to be
          increased, and (B) no adjustment to the Conversion Price pursuant to
          this clause (iii) shall be made as a result of any adjustment to the
          exercise and/or conversion price with respect to the Bayview Warrant,
          the Iver Note, the CEX Convertible Note, the Common Warrants, the
          Series B Preferred Stock, the C Preferred Stock and the Series C
          Warrants, the conversion of the Bridge Note or the exercise of the
          Bridge Note Warrants, Series D Preferred Stock or Series E Preferred
          Stock pursuant to and in accordance with the antidilution protection
          provisions of such securities as in effect on July 12, 2001.

               (iv) Treatment of Expired Options and Unexercised Convertible
                    --------------------------------------------------------
          Securities. Upon the expiration of any Option or the termination of
          ----------
          any right to convert or exchange any Convertible Security without the
          exercise of any such Option or right, the Conversion Price then in
          effect hereunder shall be adjusted immediately to the Conversion Price
          which would have been in effect at the time of such expiration or
          termination had such Option or Convertible Security, to the extent
          outstanding immediately prior to such expiration or termination, never
          been issued. For purposes of Section 6C, the expiration or termination
          of any Option or Convertible Security which was outstanding as of the
          date of issuance of the Series F Preferred Stock shall not cause the
          Conversion Price hereunder to be adjusted unless, and only to the
          extent that, a change in the terms of such Option or Convertible
          Security caused it to be deemed to have been issued after the date of
          issuance of the Series F Preferred Stock.

               (v)  Calculation of Consideration Received. If any Common Stock,
                    -------------------------------------
          Option or Convertible Security is issued or sold or deemed to have
          been issued or sold for cash, the consideration received therefor
          shall be deemed to be the amount received by the Corporation therefor.
          If any Common Stock, Option or Convertible Security is issued or sold
          for a consideration other than cash, the amount of the consideration
          other than cash received by the Corporation shall be the fair value of
          such consideration, except where such consideration consists of
          securities, in which case the amount of consideration received by the
          Corporation shall be the Market Price thereof as of the date of
          receipt. The fair value of any consideration other than cash and
          securities shall be determined jointly by the Corporation and the
          holders of at least two-thirds of the then outstanding Series F
          Preferred Stock. If such parties are unable to reach agreement within
          a reasonable period of time, the fair value of such consideration
          shall be determined by an independent appraiser experienced in valuing
          such type of consideration jointly

                                       13
<PAGE>

          selected by the Corporation and the holders of at least two-thirds of
          the then outstanding Series F Preferred Stock. The determination of
          such appraiser shall be final and binding upon the parties, and the
          fees and expenses of such appraiser shall be borne by the Corporation.

               (vi)   Integrated Transactions. In case any Option is issued in
                      -----------------------
          connection with the issue or sale of other securities of the
          Corporation, together comprising one integrated transaction in which
          no specific consideration is allocated to such Option by the parties
          thereto, the Option shall be deemed to have been issued for a
          consideration of $.01.

               (vii)  Treasury Shares. The number of shares of Common Stock
                      ---------------
          outstanding at any given time shall not include shares owned or held
          by or for the account of the Corporation or any Subsidiary, and the
          disposition of any shares so owned or held shall be considered an
          issue or sale of Common Stock.

               (viii) Record Date. If the Corporation takes a record of the
                      -----------
          holders of Common Stock for the purpose of entitling them (A) to
          receive a dividend or other distribution payable in Common Stock,
          Options or in Convertible Securities or (B) to subscribe for or
          purchase Common Stock, Options or Convertible Securities, then such
          record date shall be deemed to be the date of the issue or sale of the
          shares of Common Stock deemed to have been issued or sold upon the
          declaration of such dividend or upon the making of such other
          distribution or the date of the granting of such right of subscription
          or purchase, as the case may be.

          6D   Subdivision or Combination of Common Stock. If the Corporation at
               ------------------------------------------
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

          6E   Reorganization, Reclassification, Consolidation, Merger or Sale.
               ---------------------------------------------------------------
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock held by such holders, is referred to herein as an "Organic Change".
Subject to Section 4A, prior to the consummation of any Organic Change, the
Corporation shall make appropriate provisions to insure that each of the holders
of Series F Preferred Stock shall thereafter have the right to acquire and
receive, in lieu of the shares of Conversion Stock immediately theretofore
acquirable and receivable upon the conversion of such holder's Series F
Preferred Stock, such shares of stock, securities or assets as such holder would
have received in connection with such Organic Change if such holder had
converted its Series F Preferred Stock immediately

                                       14
<PAGE>

     prior to such Organic Change. In each such case, the Corporation shall also
     make appropriate provisions to insure that the provisions of this Section 6
     and Section 7 below shall thereafter be applicable to the Series F
     Preferred Stock. The Corporation shall not effect any such consolidation,
     merger or sale, unless prior to the consummation thereof, the successor
     entity (if other than the Corporation) resulting from consolidation or
     merger or the entity purchasing such assets assumes by written instrument,
     the obligation to deliver to each such holder such shares of stock,
     securities or assets as, in accordance with the foregoing provisions, such
     holder may be entitled to acquire.

          6F    Certain Events. If any event occurs of the type contemplated by
                --------------
     the provisions of this Section 6 but not expressly provided for by such
     provisions (including, without limitation, the granting of stock
     appreciation rights, phantom stock rights or other rights with equity
     features), then the Corporation's Board of Directors shall make an
     appropriate adjustment in the Conversion Price so as to protect the rights
     of the holders of Series F Preferred Stock; provided, that no such
     adjustment shall increase the Conversion Price or decrease the number of
     shares of Conversion Stock issuable upon conversion of each Share of Series
     F Preferred Stock as otherwise determined pursuant to this Section 6.

          6G    Notices.
                -------

                (i)   Immediately upon any adjustment of the Conversion Price,
          the Corporation shall give written notice thereof to all holders of
          Series F Preferred Stock, setting forth in reasonable detail and
          certifying the calculation of such adjustment.

                (ii)  The Corporation shall give written notice to all holders
          of Series F Preferred Stock at least 20 days prior to the date on
          which the Corporation closes its books or takes a record (A) with
          respect to any dividend or distribution upon Common Stock, (B) with
          respect to any pro rata subscription offer to holders of Common Stock
          or (C) for determining rights to vote with respect to any Organic
          Change, dissolution or liquidation.

                (iii) The Corporation shall also give written notice to the
          holders of Series F Preferred Stock at least twenty (20) days prior to
          the date on which any Organic Change shall take place.

     Section 7. Purchase Rights. If at any time the Corporation grants, issues
                ---------------
or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then each holder of Series F
Preferred Stock shall be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Conversion Stock
acquirable upon conversion of such holder's Series F Preferred Stock immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

                                       15
<PAGE>

     Section 8.     Registration of Transfer. The Corporation shall keep at its
                    ------------------------
principal office a register for the registration of Series F Preferred Stock.
Upon the surrender of any certificate representing Series F Preferred Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
Shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series F Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series F Preferred
Stock represented by the surrendered certificate.

     Section 9.     Replacement. Upon receipt of evidence reasonably
                    -----------
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing Shares, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of Shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Series F Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such lost, stolen,
destroyed or mutilated certificate.

     Section 10.    Definitions.
                    -----------

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through ownership of voting
securities, contract or otherwise.

     "Bayview Warrant" has the meaning set forth in Section 6B(iii).

     "Bridge Note" means the Convertible Bridge Notes issued to TH Li pursuant
to certain Bridge Loan Agreements by and between the Corporation and TH Li dated
January 4, 2001 and January 31, 2001.

     "Bridge Warrant" means a warrant to purchase Series D Preferred Stock
issued by the Corporation to TH Li pursuant to a certain Bridge Loan Agreement
by and between the Corporation and TH Li dated January 4, 2001.

     "Change of Control" means: (i) the sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all the assets of the
Corporation and its Subsidiaries taken as a whole to any "person" (as such term
is used in Section 13(d)(3) of the Exchange Act), (ii) the consummation of any
transaction (including any merger or consolidation) the result of which is that
any

                                       16
<PAGE>

"person" (as defined above but excluding the purchasers of the Series F
Preferred Stock or TH Li), becomes the beneficial owner (as determined in
accordance with Rules 13d-3 and 13d-5 under the Exchange Act except that a
person will be deemed to have beneficial ownership of all shares that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 40% of
the Voting Securities of the Corporation, or (iii) the first day on which a
majority of the members of the board of directors are not Continuing Directors,
provided that a Change of Control shall not be deemed to occur with respect to
any change to the Board of Directors as a result of the resignation or
retirement of any Director in the ordinary course of business and such
Director's seat on the Board of Directors is filled by a person appointed by the
same stockholders or group of stockholders that appointed the resigning or
retiring Director.

     "Change of Control Amount" has the meaning set forth in Section 4A(i).

     "Change of Control Date" has the meaning set forth in Section 4A(i).

     "Change of Control Notice" has the meaning set forth in Section 4A(iv).

     "Change of Control Offer" has the meaning set forth in Section 4A(i).

     "Change of Control Payment Date" has the meaning set forth in Section
4A(iv)(B).

     "Common Stock" means, collectively, the Corporation's common stock, par
value $0.004 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

     "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to subparagraphs 6C(i)
and 6C(ii) hereof whether or not the Options or Convertible Securities are
actually exercisable at such time.

     "Common Warrants" means, collectively, the "Common Warrants" as defined in,
and issued pursuant to, the Series B Purchase Agreement, and any warrants issued
in exchange, substitution or replacement therefor.

     "Continuing Directors" means individuals who constituted the Board of
Directors of the Corporation on February 28, 2001; provided, that any individual
becoming a director during any year shall be considered to be a Continuing
Director if such individual's election, appointment or nomination was
recommended or approved by at least two-thirds of the other Continuing Directors
continuing in office following such election, appointment or nomination present,
in person or by telephone, at any meeting of the Board of Directors of the
Corporation, after the giving of a sufficient notice to each Continuing Director
so as to provide a reasonable opportunity for such Continuing Directors to be
present at such meeting.

     "Conversion Price" means $.55, subject to adjustment from time to time as
set forth in Section 6.

                                       17
<PAGE>

     "Conversion Stock" means shares of the Corporation's Common Stock;
provided, that if there is a change such that the securities issuable upon
conversion of the Series F Preferred Stock are issued by an entity other than
the Corporation or there is a change in the type or class of securities so
issuable, then the term "Conversion Stock" shall mean the security issuable upon
conversion of the Series F Preferred Stock if such security is issuable in
shares, or shall mean the smallest unit in which such security is issuable if
such security is not issuable in shares.

     "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Existing Liens" has the meaning set forth in Section 5B(ix).

     "Indebtedness" means at a particular time, without duplication, (i) any
indebtedness for borrowed money or issued in substitution for or exchange of
indebtedness for borrowed money, (ii) any indebtedness or other liability
evidenced by any note, bond, debenture or other debt security, (iii) any
indebtedness for the deferred purchase price of property or services with
respect to which a Person is liable, contingently or otherwise, as obligor or
otherwise (other than trade payables and other current liabilities incurred in
the ordinary course of business which are not more than ninety (90) days past
due), (iv) any commitment by which a Person assures a creditor against loss
(including, without limitation, contingent reimbursement obligations with
respect to letters of credit), (v) any indebtedness or other liability
guaranteed in any manner by a Person (including, without limitation, guarantees
in the form of an agreement to repurchase or reimburse), (vi) any obligations
under capitalized leases with respect to which a Person is liable, contingently
or otherwise, as obligor, guarantor or otherwise, or with respect to which
obligations a Person assures a creditor against loss, and (vii) any indebtedness
or other liability secured by a Lien on a Person's assets.

     "Iver Note" has the meaning set forth in Section 6B(iii).

     "Lien" means any lien, mortgage, pledge, security interest, restriction,
charge or other encumbrance.

     "Liquidation Event" has the meaning set forth in Section 3.

     "Liquidation Value" of any share as of any particular date shall be equal
to: (i) $11.00 in the case of holders of Series F Preferred Stock, or (ii) in
the case of holders of Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock or Series E Preferred Stock, the liquidation value
specified in the certificate of designation applicable to each such series of
preferred stock.

     "Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there has been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ

                                       18
<PAGE>

System, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization, in each such case
averaged over a period of the twenty (20) consecutive trading days immediately
prior to the day as of which "Market Price" is being determined. If at any time
such security is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the "Market Price" shall be the fair
value thereof determined jointly by the Corporation and the holders of at least
two-thirds of the then outstanding Series F Preferred Stock. If such parties are
unable to reach agreement within a reasonable period of time, such fair value
shall be determined by an independent appraiser experienced in valuing
securities jointly selected by the Corporation and the holders of at least two-
thirds of the then outstanding Series F Preferred Stock. The determination of
such appraiser shall be final and binding upon the parties, and the Corporation
shall pay the fees and expenses of such appraiser.

     "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

     "Permitted Issuances" has the meaning set forth in Section 6B(iii).

     "Person" means an individual, a partnership, a corporation, a limited
liability company, a limited liability, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a governmental entity
or any department, agency or political subdivision thereof.

     "Purchase Agreement" means the Subscription Note Purchase Agreement by and
among the Corporation and certain investors, as such agreement may from time to
time be amended in accordance with its terms.

     "Series A Preferred Stock" has the meaning set forth in Section 2.

     "Series B Preferred Stock" has the meaning set forth in Section 2.

     "Series C Preferred Stock" has the meaning set forth in Section 2.

     "Series D Preferred Stock" has the meaning set forth in Section 2.

     "Series E Preferred Stock" has the meaning set forth in Section 2.

     "Series F Preferred Stock" has the meaning set forth in Section 1.

     "Series B Purchase Agreement" means the Securities Purchase Agreement,
dated as of May 15, 2000, by and among the Corporation and certain investors for
the sale and purchase of Series B Preferred Stock and Warrants, as such
agreement may from time to time be amended in accordance with its terms.

     "Series C Warrants" means, collectively, the "Series C Warrants" as defined
in, and issued pursuant to, Securities Purchase Agreement dated as of September
1, 2000, by and among the Corporation and certain investors, as such agreement
may from time to time be amended in

                                       19
<PAGE>

accordance with its terms, and any warrants issued in exchange, substitution or
replacement therefor.

     "Share" has the meaning set forth in Section 3.

     "Stock Option Plans" means, collectively, the Corporation's 1995 Stock
Option Plan, 1996 Director Stock Option Plan, and 2000 Stock Option Plan.

     "Subordinate Securities" has the meaning set forth in Section 2.

     "Subsidiary" means, with respect to any Person, any corporation, limited
liability company, partnership, association or other business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

     "TH Li" means collectively TH Lee.Putnam Internet Partners, LP, a Delaware
limited partnership, TH Lee.Putnam Internet Parallel Partners, LP, a Delaware
limited partnership, THLi Coinvestment Partners LLC, a Delaware limited
liability company, and Blue Star I, LLC, a Delaware limited liability company.

     "Voting Securities" means securities of the Corporation ordinarily having
the power to vote for the election of directors of the Corporation; provided,
that when the term "Voting Securities" is used with respect to any other Person
it means the capital stock or other equity interests of any class or kind
ordinarily having the power to vote for the election of directors or other
members of the governing body of such Person.

     Section 11.    Amendment and Waiver. No amendment, modification or waiver
                    --------------------
shall be binding or effective with respect to any provision of Sections 1 to 12
hereof without the prior written consent of the holders of at least two-thirds
of the Series F Preferred Stock outstanding at the time such action is taken.
The Corporation may amend any provision hereof without the consent of any
shareholder so long as no Shares of Series F Preferred Stock are issued and
outstanding.

     Section 12.    Notices. Except as otherwise expressly provided hereunder,
                    -------
all notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                                       20