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                                                                     Exhibit 4.1

             CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS
                                      OF
                           SERIES A PREFERRED STOCK,
                         SERIES B PREFERRED STOCK, AND
                           SERIES C PREFERRED STOCK
                                      OF

                               SAFESCIENCE, INC.

          We, Bradley J. Carver and John W. Burns, the President and the
Secretary, respectively, of SafeScience, Inc., a corporation organized and
existing under the laws of the State of Nevada (the "Corporation"), in
accordance with the provisions of Section 78.1955 of the Nevada Revised
Statutes, DO HEREBY CERTIFY:

          That pursuant to the authority conferred upon the Board of Directors
of the Corporation (the "Board of Directors") by the Articles of Incorporation
of the Corporation and by Section 78.195 of the Nevada Revised Statutes, on June
22, 2001, the Board of Directors adopted the following resolution, creating
three series of shares of preferred stock designated as the "Series A Preferred
Stock", the "Series B Preferred Stock", and the "Series C Preferred Stock":

     "RESOLVED, that pursuant to the authority vested in the Board of Directors
     (the "Board of Directors") of SafeScience, Inc., a corporation organized
     and existing under the laws of the State of Nevada (the "Corporation"), by
     the Certificate of Incorporation of the Corporation (the "Certificate of
     Incorporation"), the Board of Directors does hereby provide for the
     issuance of (i) a series of preferred stock, par value U.S.$0.01 per share,
     of the Corporation, to be designated "Series A Preferred Stock", initially
     consisting of 7,500 shares, (ii) a series of preferred stock, par value
     U.S.$0.01 per share, of the Corporation, to be designated "Series B
     Preferred Stock", initially consisting of 10,000 shares, and (iii) a series
     of preferred stock, par value U.S.$0.01 per share, of the Corporation, to
     be designated "Series C Preferred Stock", initially consisting of 1,117
     shares, and to the extent that the designations, powers, preferences, and
     relative participating, optional, or other special rights, and the
     qualifications, limitations, and restrictions of the Series A Preferred
     Stock, the Series B Preferred Stock, and the Series C Preferred Stock are
     not stated and expressed in the Certificate of Incorporation, the Board of
     Directors does hereby fix and herein state and express such designations,
     powers, preferences, and relative participating, optional, or other special
     rights, and the qualifications, limitations, and restrictions thereof, as
     follows (respectively, the "Series A Designation", the "Series B
     Designation", and the "Series C Designation"):
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                                   Article I

                    Designation of Series A Preferred Stock

          1.  Designation and Rank.
              --------------------

               (a) 7,500 shares of the preferred stock of the Corporation shall
     be designated and known as the "Series A Preferred Stock".  Such number of
     shares may not be increased or decreased without obtaining the consent of a
     majority in interest of the holders of the then-outstanding shares of
     Series A Preferred Stock, except as set forth in Section 15 below;
     provided, that no decrease shall reduce the number of shares of Series A
     Preferred Stock to a number less than the number of shares then outstanding
     plus the number of such shares issuable upon exercise of outstanding
     rights, options or warrants or upon conversion of outstanding securities
     issued by the Corporation.

               (b) The Series A Preferred Stock shall rank senior and prior to
     the Common Stock, par value U.S.$0.01, of the Corporation (the "Common
     Stock") and, except as otherwise provided herein, all other classes or
     series of the capital stock of the Corporation (now or hereafter authorized
     or issued), with respect to the payment of any dividends and to any payment
     upon liquidation or redemption; provided, that the Series A Preferred Stock
     shall rank pari passu with the Series B Preferred Stock with respect to the
     payment of any dividends and to any payment and upon liquidation or
     redemption.

          2.  Dividend Rights.
              ---------------

               (a) Dividend Preference.  From and after the Series A Original
     Issue Date (as defined in Section 4(e) of this Series A Designation), when
     and if the Board of Directors of the Corporation declares a dividend or
     distribution payable with respect to (i) the Common Stock or any other
     capital stock or security issued by the Corporation which is junior to the
     Series A Preferred Stock as to such dividends or distributions, such
     dividend or distribution shall not be paid until the payment to the holders
     of the Series A Preferred Stock of all dividends or distributions accrued
     or to be accrued through that date, or (ii) the then-outstanding capital
     stock of the Corporation that is pari passu to the Series A Preferred Stock
     as to such dividends or distributions, such dividends or distributions
     shall not be paid unless an equivalent payment is made to the holders of
     the Series A Preferred Stock pro rata on the accrued and unpaid dividends
     or distributions payable to the Series A Preferred Stock as of the date of
     such payment.

               (b) Discretionary Dividends.  From and after the date hereof,
     when and if the Board of Directors declares a dividend or distribution
     payable with respect to the then-outstanding shares of Common Stock, the
     holders of the Series A Preferred Stock shall be entitled to the amount of
     dividends per share in

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     the same form as such Common Stock dividends that would be payable on the
     largest number of whole shares of Common Stock into which a holder's
     aggregate shares of Series A Preferred Stock could then be converted
     pursuant to Section 4 of this Article I (such number to be determined as of
     the record date for the determination of holders of Common Stock entitled
     to receive such dividend).

               (c) Mandatory Dividends.  In addition to Section 2(b) above, each
     share of Series A Preferred Stock, shall be entitled to receive a mandatory
     dividend equal to 7% of the Series A Liquidation Preference (as defined
     below), per annum, compounded annually on each succeeding 12 month
     anniversary of the first issuance.  Such dividend shall be cumulative and
     shall be payable annually on each succeeding 12 month anniversary of the
     first issuance and shall be payable solely by the issuance of additional
     shares of Series A Preferred Stock at a price per share equal to
     U.S.$2,430.00 (the "Series A Original Issue Price") and not in cash;
     provided, that such dividend shall not be declared or paid to any holder
     without the prior, written consent of such holder.  Fractional shares of
     the Series A Preferred Stock shall be issuable for all purposes hereunder.

          3.  Liquidation Rights.
              ------------------

               (a) Liquidation Events.  The occurrence of any of the following
     events shall be deemed a "Liquidation":  (i) any liquidation, dissolution,
     or winding-up of the affairs of the Corporation; (ii) any consolidation or
     merger of the Corporation with or into any other corporation or other
     entity or person, or any other corporate reorganization, in which the
     stockholders of the Corporation immediately prior to such consolidation,
     merger or reorganization, own less than 50% of the outstanding voting
     securities of the surviving or resulting entity immediately after such
     consolidation, merger or reorganization (a "Merger Event"); (iii) any
     transaction or series of related transactions in which securities of the
     Corporation representing 50% or more of the combined voting power of the
     Corporation's then outstanding voting securities are acquired by a person,
     entity or group of related persons or entities, excluding any consolidation
     or merger effected exclusively to change the domicile of the Corporation;
     or (iv) any sale, lease, exclusive license or other disposition of all or
     substantially all of the assets of the Corporation.

               (b)  Liquidation Preference.

               (i) In the event of any Liquidation, whether voluntary or
     involuntary, before any payment of cash or distribution of other property
     shall be made to the holders of Common Stock, or any other class or series
     of stock subordinate in liquidation preference to the Series A Preferred
     Stock, the holders of the Series A Preferred Stock shall be entitled to
     receive out of the assets of the Corporation legally available for
     distribution to its stockholders, on behalf of each share of Series A
     Preferred Stock held by such holder, the Series A Original Issue Price (as
     appropriately adjusted for any combinations, divisions, or similar

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     recapitalizations affecting the capital stock after issuance) and all
     accrued and unpaid dividends thereon (collectively, the "Series A
     Liquidation Preference").

               (ii) If, upon any Liquidation, the assets of the Corporation
     available for distribution to its stockholders are insufficient to pay the
     holders of the Series A Preferred Stock the Series A Liquidation Preference
     in full, the holders of the Series A Preferred Stock shall share pro rata
     in any distribution of assets in proportion to the respective amounts which
     would be payable to the holders of the Series A Preferred Stock and any
     other class or series of capital stock of the Corporation ranking pari
     passu with the Series A Preferred Stock in respect of the shares held by
     them.

               (iii)  After the distributions described in clause (b)(i) above
     have been paid, subject to the rights of any other class or series of
     capital stock of the Corporation that may from time to time come into
     existence, the remaining assets of the Corporation available for
     distribution to stockholders shall be distributed among the holders of
     Common Stock, the holders of the Series A Preferred Stock, and the holders
     of any other class or series of capital stock of the Corporation entitled
     to share in such distribution pro rata based on the number of shares of
     Common Stock held by each, assuming conversion of any other class or series
     of capital stock of the Corporation convertible into shares of Common
     Stock.

               (c) Non-Cash Distributions.  If any distribution to be made
     pursuant to this Section 3 is to be paid other than in cash, the value of
     such distribution will be deemed its fair market value as determined in
     good faith by the Board of Directors.  Any securities shall be valued as
     follows:

               (i) Securities not subject to investment letter or other similar
     restrictions on free marketability covered by clause (ii) below:

               (A) if traded on a securities exchange or through the Nasdaq
     National Market, the value shall be deemed to be the average of the closing
     prices of the securities on such quotation system over the thirty (30)
     trading day period ending three (3) trading days prior to the occurrence of
     the Liquidation;

               (B) if actively traded over-the-counter, the value shall be
     deemed to be the average of the closing bid or sale prices (whichever is
     applicable) over the thirty (30) trading day period ending three (3)
     trading days prior to the occurrence of the Liquidation; and

               (C) if there is no active public market, the value shall be the
     fair market value thereof, as determined by the Board of Directors, subject
     to the approval of holders of at least a majority of the then-outstanding
     shares of Series A Preferred Stock, as of the occurrence of the
     Liquidation.

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               (ii) The method of valuation of securities subject to investment
     letter or other restrictions on free marketability (other than restrictions
     arising solely by virtue of a stockholder's status as an affiliate or
     former affiliate) shall be to effectuate an appropriate discount from the
     market value, as determined by clauses (i)(A), (B) or (C) of this Section
     3(c), so as to reflect the approximate fair market value thereof, as
     determined by the Board of Directors, subject to the approval of holders of
     at least a majority of the then-outstanding shares of such Series A
     Preferred Stock, as of the occurrence of the Liquidation.

               (d) Dispute as to Value of Non-Cash Distributions.  If holders of
     at least a majority of the then-outstanding shares of Series A Preferred
     Stock do not approve the determination, pursuant to clauses (c)(i)(C) or
     (c)(ii) of this Section 3, of the Board of Directors as to valuation, the
     Corporation and the holders of at least a majority of the then-outstanding
     shares of Series A Preferred Stock shall mutually agree upon and appoint,
     as an appraiser, a nationally-recognized investment banking firm, which
     shall be commissioned to investigate the value of the property to be
     distributed and shall submit a notice of an appraisal of that value to the
     Corporation and each holder of Series A Preferred Stock within 30 days of
     such commission.  The appraiser shall be instructed to determine such value
     without regard to income tax consequences to the recipient as a result of
     receiving consideration other than cash.  The value determined by the
     appraiser shall be conclusive.  If the appraised value varies by less than
     7.5% from the value determined by the Board of Directors, the aggregate
     amount to be distributed shall be reduced by the expense of the appraisal
     process and if the appraised value varies by 7.5% or more from the value
     determined by the Corporation's Board of Directors, the expense of the
     appraisal process shall be borne by the Corporation.

          4.  Conversion Rights.  The holders of the Series A Preferred Stock
              -----------------
     shall have conversion rights as follows (the "Series A Conversion Right"):

               (a) Series A Conversion Price.  The "Series A Conversion Price"
     shall, initially, be U.S.$2.43 per share and shall be subject to adjustment
     as set forth below in Section 4(e).

               (b) Optional Conversion.  Each share of Series A Preferred Stock
     shall be convertible, at the option of the holder thereof (subject to
     regulatory approvals), at any time after the second anniversary of the
     Series A Original Issue Date (as defined below) that is at least two years
     after the issuance thereof, at the office of the Corporation or any
     transfer agent for such stock, into such number of fully paid and non-
     assessable shares of Common Stock as is determined by dividing (x) the
     Series A Liquidation Preference of such share of Series A Preferred Stock
     (including any accrued but unpaid dividends thereon) by (y) the Series A
     Conversion Price (as defined above).

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               (c) Required Conversion.  Notwithstanding the above, in the event
     that there shall occur any Merger Event, at the option of the Corporation
     or the holders of at least a majority of the then-outstanding shares of
     Series A Preferred Stock and subject to applicable regulatory approvals,
     the outstanding shares of the Series A Preferred Stock shall, immediately
     prior to the consummation thereof, be converted into the same number of
     shares of Common Stock into which such shares are convertible pursuant to
     Section 4(b) (a "Series A Required Conversion"); provided, that in the
     event of a Series A Required Conversion, the Common Stock delivered upon
     such conversion shall have the benefit of the Exchange Right (as defined in
     Section 5 below).

               (d) Mechanics of Conversion.  In order to exercise the Series A
     Conversion Right pursuant to Section 4(b), a holder of Series A Preferred
     Stock shall provide written notice to the Corporation, setting forth (i)
     such holder's intent to exercise the Series A Conversion Right, and (ii)
     the proposed date for such exercise (the "Series A Conversion Date"), which
     shall be between 10 and 30 days after the date of such notice.  If a Merger
     Event occurs and, pursuant to Section 4(c), a Series A Required Conversion
     is elected by the Corporation or holders of at least a majority of the
     then-outstanding shares of Series A Preferred Stock, the Corporation shall
     notify in writing all holders of Series A Preferred Stock of such Series A
     Required Conversion and the date of such Merger Event shall be referred to
     as the "Series A Required Conversion Date".  On the Series A Conversion
     Date or the Series A Required Conversion Date, as the case may be, (i) the
     holder (and in the case of a Series A Required Conversion, each holder)
     shall tender such holder's shares of Series A Preferred Stock to the
     Corporation for cancellation, free and clear of encumbrances of any type or
     nature, and (ii) the Corporation shall cause to be delivered to such
     holder, a number of shares of Common Stock as calculated pursuant to
     Section 4(b) above, free and clear of encumbrances of any type or nature.
     Each holder and the Corporation shall take all other necessary or
     appropriate actions in connection with or to effect such closing.

               (e)  Certain Adjustments.

                    (i) Sale of Shares Below Fair Market Value.

               (A) Sale of Additional Shares. If at any time or from time to
     time after the date that the first share of Series A Preferred Stock is
     issued (the "Series A Original Issue Date"), the Corporation issues or
     sells, or is deemed by the express provisions of this subsection 4(e)(i) to
     have issued or sold, Additional Shares of Common Stock (as defined in
     clause (D) below), other than as a dividend or other distribution on any
     class of stock as provided in Section 4(e)(ii) below, and other than a
     subdivision or combination of shares of Common Stock as provided in Section
     4(e)(iii) below, for an Effective Price (as defined in clause (D) below)
     that is less than the lower of (x) the Series A Conversion Price then in
     effect and (y) the Fair Market Value of a share of Common Stock (as

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     defined in Section 6(a) below) (the "Series A ADP Price"), then and in each
     such case, the then-existing Series A Conversion Price shall be reduced, as
     of the opening of business on the date of such issuance or sale, to a price
     determined by multiplying the Series A Conversion Price by a fraction (x)
     the numerator of which shall be (I) the number of shares of Common Stock
     deemed outstanding immediately prior to such issuance or sale, plus (II)
     the number of shares of Common Stock which the aggregate consideration
     received (as defined in clause (B) below) by the Corporation for the total
     number of Additional Shares of Common Stock so issued would purchase at the
     then-applicable Series A ADP Price, and (y) the denominator of which shall
     be the number of shares of Common Stock deemed outstanding immediately
     prior to such issue or sale plus the total number of Additional Shares of
     Common Stock so issued. For the purposes of the preceding sentence, the
     number of shares of Common Stock deemed to be outstanding as of a given
     date shall be the sum of (I) the number of shares of Common Stock actually
     outstanding and (II) the number of shares of Common Stock into which all
     then-outstanding shares of capital stock of the Corporation convertible
     into shares of Common Stock could be converted if fully converted on the
     day immediately preceding the given date. No adjustment shall be made to
     the Series A Conversion Price in an amount less than U.S.$0.01 per share.
     Any adjustment otherwise required by this Section 4(e)(i) that is not
     required to be made due to the preceding sentence shall be included in any
     subsequent adjustment to the Series A Conversion Price.

               (B) Consideration Received for Additional Shares.  For the
     purpose of making any adjustment required under this Section 4(e)(i), the
     consideration received by the Corporation for any issue or sale of
     securities shall (x) to the extent it consists of cash, be computed at the
     net amount of cash received by the Corporation after deduction of any
     underwriting or similar commissions, compensation or concessions paid or
     allowed by the Corporation in connection with such issue or sale but
     without deduction of any expenses payable by the Corporation, and (y) to
     the extent it consists of property other than cash, be computed at the fair
     value of that property as determined, in good faith, by the Board of
     Directors. If Additional Shares of Common Stock, Convertible Securities (as
     defined in clause (C) below) or rights, warrants or options to purchase
     either Additional Shares of Common Stock or Convertible Securities are
     issued or sold together with other stock or securities or other assets of
     the Corporation for a consideration which covers both, the consideration
     received by the Corporation for such issuance or sale of Additional Shares
     of Common Stock, Convertible Securities or rights, warrants or options to
     purchase either Additional Shares of Common Stock or Convertible Securities
     shall be computed as the portion of the consideration so received that may
     be reasonably determined, in good faith, by the Board of Directors to be
     allocable to such Additional Shares of Common Stock, Convertible Securities
     or rights, warrants or options and shall be reasonably agreed to by holders
     of at least a

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     majority of the Series A Preferred Stock; provided, that in the event the
     Corporation and the holders of at least a majority of the Series A
     Preferred Stock do not agree on the value of such consideration, the
     parties shall jointly appoint an independent third party to determine such
     value pursuant to the procedure set forth in Section 3(d) of this Series A
     Designation.

               (C) Securities Convertible, Exchangeable and Exercisable for
     Common Stock.  For the purpose of the adjustment required under this
     Section 4(e)(i), if the Corporation issues or sells (i) stock or other
     securities convertible or exchangeable into Additional Shares of Common
     Stock (such convertible or exchangeable stock or securities being herein
     referred to as "Convertible Securities"), or (ii) rights, warrants or
     options for the purchase of Additional Shares of Common Stock or
     Convertible Securities and if the Effective Price of such Additional Shares
     of Common Stock is less than the then-applicable Series A ADP Price, in
     each case the Corporation shall be deemed to have issued at the time of the
     issuance of such rights, warrants or options or Convertible Securities the
     maximum number of Additional Shares of Common Stock issuable upon exercise,
     exchange, or conversion thereof and to have received as consideration for
     the issuance of such shares an amount equal to the total amount of the
     consideration, if any, received by the Corporation for the issuance of such
     rights, warrants or options or Convertible Securities, (A) plus, in the
     case of such rights, warrants or options, the minimum amounts of
     consideration, if any, payable to the Corporation upon the exercise of such
     rights, warrants or options (without respect to any "cashless" exercise
     provision), (B) plus, in the case of Convertible Securities, the minimum
     amounts of consideration, if any, payable to the Corporation (other than by
     cancellation of liabilities or obligations evidenced by such Convertible
     Securities) upon the conversion or exchange thereof; provided, that if in
     the case of Convertible Securities the minimum amounts of such
     consideration cannot be ascertained, but are a function of anti-dilution or
     similar protective clauses, the Corporation shall be deemed to have
     received the minimum amounts of consideration without reference to such
     clauses; provided further, that if the minimum amount of consideration
     payable to the Corporation upon the exercise, exchange or conversion of
     rights, warrants, options or Convertible Securities is reduced over time or
     on the occurrence or non-occurrence of specified events (other than by
     reason of anti-dilution adjustments), the Effective Price shall be
     recalculated using the figure to which such minimum amount of consideration
     is reduced; provided further, that if the minimum amount of consideration
     payable to the Corporation upon the exercise, exchange or conversion of
     such rights, warrants, options or Convertible Securities is subsequently
     increased, the Effective Price shall be again recalculated using the
     increased minimum amount of consideration payable to the Corporation upon
     the exercise, exchange or conversion of such rights, warrants, options or
     Convertible Securities.  No further adjustment of the Series A Conversion
     Price, as adjusted upon the issuance of such rights, options or Convertible
     Securities, shall be made as a result of the actual issuance of Additional
     Shares of Common Stock on the exercise of any such rights, warrants,
     options or the conversion or exchange of any

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     such Convertible Securities. If any such rights, warrants or options or the
     conversion or exchange privilege represented by any such Convertible
     Securities shall expire without having been exercised, the Series A
     Conversion Price as adjusted upon the issuance of such rights, warrants,
     options or Convertible Securities shall be readjusted to the Series A
     Conversion Price which would have been in effect had an adjustment been
     made on the basis that the only Additional Shares of Common Stock so issued
     were the Additional Shares of Common Stock, if any, actually issued or sold
     on the exercise of such rights, warrants or options or rights of conversion
     or exchange of such Convertible Securities, and such Additional Shares of
     Common Stock, if any, were issued or sold for the consideration actually
     received by the Corporation upon such exercise, plus the consideration, if
     any, actually received by the Corporation for the granting of all such
     rights, warrants or options, whether or not exercised, plus the
     consideration received for issuing or selling the Convertible Securities
     actually converted or exchanged, plus the consideration, if any, actually
     received by the Corporation (other than by cancellation of liabilities or
     obligations evidenced by such Convertible Securities) upon the conversion
     or exchange of such Convertible Securities; provided, that such
     readjustment shall not apply to prior conversions of Series A Preferred
     Stock.

               (D) Certain Definitions.  "Additional Shares of Common Stock"
     shall mean all shares of Common Stock issued by the Corporation or deemed
     to be issued pursuant to this Section 4(e)(i) or, as applicable, Section
     4(e)(i) of the Series B Designation, other than (i) shares of Common Stock
     issued upon conversion of the Series A Preferred Stock, the Series B
     Preferred Stock, or the Series C Preferred Stock, (ii) shares of Common
     Stock and/or options, warrants or other Common Stock purchase rights, and
     the Common Stock issued pursuant to such options, warrants or other rights
     (as adjusted for any stock dividends, combinations, splits,
     recapitalizations and the like) after the Series A Original Issue Date or,
     as applicable, the Series B Original Issue Date (as defined in Article II)
     to employees, officers or directors of, or consultants or advisors to the
     Corporation pursuant to stock purchase or stock option plans or other
     arrangements that are approved by the Board of Directors (which approval
     must include a member of the Board of Directors nominated by any holder of
     a majority of the Series A Preferred Stock or, as applicable, the Series B
     Preferred Stock to the extent such stock purchase or stock option plan or
     other arrangement is approved by the Board of Directors after the Series A
     Original Issue Date or, as applicable, the Series B Original Issue Date),
     and (iii) shares of Common Stock issued upon exercise of warrants or
     options (as adjusted for any stock dividends, combinations, splits,
     recapitalizations and the like) issued by the Corporation prior to the
     Series A Original Issue Date or, as applicable, the Series B Original Issue
     Date.  References to Common Stock in the subsections of this clause (D)
     above shall mean all shares of Common Stock issued by the Corporation or
     deemed to be issued pursuant to this Section 4(e)(i) of this Series A
     Designation or, as applicable, Section 4(e)(i) of the Series B Designation.

                                       9
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     The "Effective Price" of Additional Shares of Common Stock shall mean the
     quotient determined by dividing the total number of Additional Shares of
     Common Stock issued or sold, or deemed to have been issued or sold by the
     Corporation under this Section 4(e)(i) of this Series A Designation or, as
     applicable, Section 4(e)(i) of the Series B Designation, into the aggregate
     consideration received, or deemed to have been received by the Corporation
     for such issue under this Section 4(e)(i) of this Series A Designation or,
     as applicable, Section 4(e)(i) of the Series B Designation, for such
     Additional Shares of Common Stock.

               (ii) Adjustment for Common Stock Dividends and Distributions.
     If, at any time after the Series A Original Issue Date, the Corporation
     makes, or fixes a record date for the determination of holders of Common
     Stock entitled to receive, a dividend or other distribution payable in
     additional shares of Common Stock, in each such event the Series A
     Conversion Price that is then in effect shall be decreased as of the time
     of such issuance or, in the event such record date is fixed, as of the
     close of business on such record date, by multiplying the Series A
     Conversion Price then in effect by a fraction (x) the numerator of which is
     the total number of shares of Common Stock issued and outstanding
     immediately prior to the time of such issuance or the close of business on
     such record date, and (y) the denominator of which is the total number of
     shares of Common Stock issued and outstanding immediately prior to the time
     of such issuance or the close of business on such record date plus the
     number of shares of Common Stock issuable in payment of such dividend or
     distribution; provided, that if such record date is fixed and such dividend
     is not fully paid or if such distribution is not fully made on the date
     fixed therefor, the Series A Conversion Price shall be recomputed
     accordingly as of the close of business on such record date and thereafter
     the Series A Conversion Price shall be adjusted pursuant to this Section
     4(e)(ii) to reflect the actual payment of such dividend or distribution.

               (iii)  Adjustments for Stock Splits, Stock Subdivisions and
     Combinations.  If, at any time after the Series A Original Issue Date, the
     Corporation subdivides or combines the Common Stock, (A) in the case of a
     subdivision (including a stock split), the Series A Conversion Price in
     effect immediately prior to such event shall be proportionately decreased
     and the number of shares of Common Stock purchasable thereunder shall be
     proportionately increased, and (B) in the case of a combination (including
     a reverse stock split), the Series A Conversion Price in effect immediately
     prior to such event shall be proportionately increased and the number of
     shares of Common Stock purchasable thereunder shall be proportionately
     decreased. Any adjustment under this Section 4(e)(iii) shall become
     effective at the close of business on the date the subdivision or
     combination becomes effective.

               (iv) Adjustments for Reclassification, Reorganization and
     Consolidation.  In case of (A) any reclassification, reorganization,
     change,

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     exchange or conversion of securities of the class issuable upon conversion
     of the Series A Preferred Stock (other than a change in par value, or from
     par value to no par value) into other shares or securities of the
     Corporation, or (B) any merger or consolidation of the Corporation with or
     into another entity (other than a merger or consolidation with another
     entity in which the Corporation is the acquiring and the surviving entity
     and that does not result in any reclassification or change of outstanding
     securities issuable upon conversion of the Series A Preferred Stock), or
     (C) any sale of all or substantially all the assets of the Corporation,
     each holder of shares of Series A Preferred Stock shall have the right to
     receive, in lieu of the shares of Common Stock otherwise issuable upon the
     conversion of its shares of Series A Preferred Stock and accumulated and
     unpaid dividends then-outstanding thereunder, the kind and amount of shares
     of stock and other securities, money and property receivable upon such
     reclassification, reorganization, change, merger, consolidation or
     conversion by a holder of the maximum number of shares of Common Stock into
     which such shares of Series A Preferred Stock could have been converted
     immediately prior to such reclassification, reorganization, change, merger,
     consolidation or conversion, all subject to further adjustment as provided
     herein or with respect to such other securities or property by the terms
     thereof. The provisions of this clause (iv) shall similarly attach to
     successive reclassifications, reorganizations, changes, and conversions.

          5.  Exchange Right.
              --------------

               (a) The original purchaser (or any of its affiliates) of the
     Series A Preferred Stock shall have the right, exercisable at its (or their
     individual) option at any time following the Series A Original Issue Date,
     to exchange (the "Exchange Right") all of the shares of Series A Preferred
     Stock for all the non-voting convertible preferred shares ("Newco Preferred
     Shares") (as adjusted for any combinations or divisions or similar
     recapitalizations) of SafeScience Newco, Ltd., a Bermuda exempted limited
     liability company ("Newco"), held by the Corporation and which shall be
     convertible into 50% of Newco's common shares on a fully diluted basis (or,
     if the Newco Preferred Shares shall have been converted by the Corporation
     pursuant to the terms thereof prior to the exercise of the Exchange Right,
     the Series A Preferred Stock shall be exchangeable for the common shares of
     Newco issued upon such conversion).

               (b) Upon exercise of the Exchange Right, all shares of Series A
     Preferred Stock originally purchased from the Corporation, including shares
     of Series A Preferred Stock paid as dividends with respect thereto, shall
     be canceled and shall no longer be entitled to any rights in the
     Corporation.

               (c) Upon exercise of the Exchange Right, any and all accrued and
     unpaid dividends upon shares of Series A Preferred Stock shall not be
     declared payable and shall not be due.

                                       11
<PAGE>

               (d) Other than in the case of a Series A Required Conversion, if
     any shares of the Series A Preferred Stock are converted pursuant to
     Section 5(a) of this Article I, into shares of Common Stock, the Exchange
     Right with respect to the shares of Series A Preferred Stock originally
     purchased from the Corporation shall be canceled and shall no longer be
     entitled to any Exchange Right.  In the case of a Series A Required
     Conversion, the Exchange Right shall remain valid and enforceable.

               (e) In order to exercise the Exchange Right, the holders of the
     Series A Preferred Stock shall provide written notice thereof to the
     Corporation, setting forth (i) the fact that such holders intend to
     exercise the Exchange Right, and (ii) the proposed date for such exercise
     (the "Exercise Date"), which shall be between 10 and 30 days after the date
     of such notice.  On the Exercise Date, (i) the exercising holders shall
     tender all shares of Series A Preferred Stock to the Corporation for
     cancellation, free and clear of encumbrances of any type or nature, and
     (ii) the Corporation shall cause to be delivered to Elan International
     Services, Ltd., a Bermuda exempted limited liability company, acting on
     behalf of such holders, such shares of Newco, free and clear of
     encumbrances of any type or nature.  The holders of the Series A Preferred
     Stock and the Corporation shall take all other necessary or appropriate
     actions in connection with or to effect such closing.

          6.  Redemption.
              ----------

               (a) To the extent the Corporation shall have funds legally
     available for such payment, on July ___, 2007, if any shares of the Series
     A Preferred Stock shall be outstanding, the Corporation shall redeem all
     outstanding shares of the Series A Preferred Stock, at a redemption price
     per share equal to the aggregate Series A Liquidation Preference, either
     (i) in cash, or (ii) by the issuance of shares of Common Stock with an
     aggregate Fair Market Value (as defined below) equal to such redemption
     price, in each case, together with any accrued and unpaid dividends thereon
     to the date fixed for redemption.  For the purposes of this Section 6 and
     Section 4(e)(i), the "Fair Market Value" of one share of Common Stock shall
     be determined by the Board of Directors in good faith and certified in a
     board resolution (taking into account the most recently or concurrently
     completed arm's length transaction between the Corporation and an
     unaffiliated third party the closing of which occurs within the six months
     preceding or on the date of such calculation, if any) and shall be
     reasonably agreed to by a majority of the holders of the Series A Preferred
     Stock or, as applicable, the Series B Preferred Stock; provided, that in
     the event the Corporation and a majority of holders of the Series A
     Preferred Stock or, as applicable, the Series B Preferred Stock do not
     agree on the Fair Market Value, the parties shall jointly appoint an
     independent third party appraiser to determine the Fair Market Value
     pursuant to the procedure set for in Section 3(d) hereof; provided further,
     that in the event the Common Stock is traded on a securities exchange, the
     Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value
     shall be

                                       12
<PAGE>

     deemed to be the average of the closing sale prices for the Common Stock
     over the 30-day trading period (or such shorter period for which closing
     sale prices are available if the Common Stock commenced trading during such
     period) ending three (3) trading days prior to, in the case of this Section
     6, the date of notice of exercise of redemption pursuant to this Section 6
     and, in the case of Section 4(e)(i) or, as applicable, Section 4(e)(i) of
     the Series B Designation, the date of the sale of Additional Shares that
     results in an adjustment to the Series A Conversion Price pursuant to
     Section 4(e)(i) or, as applicable, the Series B Conversion Price (as
     defined in Article II) pursuant to Section 4(e)(i) of the Series B
     Designation.

               (b) In the event the Corporation redeems shares of Series A
     Preferred Stock pursuant to Section 6(a), notice of such redemption shall
     be given by first class mail, postage prepaid, mailed not less than 10 days
     nor more than 20 days prior to the redemption date, to each holder of
     record of the shares of Series A Preferred Stock to be redeemed at such
     holder's address as the same appears on the stock register of the
     Corporation; provided, that neither the failure to give such notice, nor
     any defect therein, shall affect the validity of the giving of notice for
     the redemption of any share of Series A Preferred Stock to be redeemed,
     except as to the holder to whom the Corporation has failed to give said
     notice or except as to the holder whose notice was defective.  Each such
     notice shall state:  (i) the redemption date; (ii) the number of shares of
     Series A Preferred Stock to be redeemed; (iii) the redemption price and the
     Fair Market Value of the Common Stock, if applicable; (iv) the place or
     places where certificates for such shares are to be surrendered for payment
     of the redemption price; and (v) that dividends on the shares to be
     redeemed will cease to accrue on such redemption date.

               (c) In the case of any redemption pursuant to Section 6(a), as to
     which notice was properly mailed as provided in Section 6(b), from and
     after the redemption date (unless default shall be made by the Corporation
     in providing money for the payment of the redemption price of the shares
     called for redemption), dividends on the shares of Series A Preferred Stock
     so called for redemption shall cease to accrue, and all rights of the
     holders thereof as stockholders of the Corporation (except the right to
     receive from the Corporation the redemption price per share) shall cease.
     Upon surrender in accordance with said notice of the certificates for any
     shares so redeemed (properly endorsed or assigned for transfer, if the
     Board of Directors shall so require and the notice shall so state), such
     share shall be redeemed by the Corporation at the redemption price
     aforesaid.

          7.  Other Distributions.  In the event the Corporation provides the
              -------------------
     holders of its Common Stock with consideration that is not otherwise
     addressed in Section 4 of this Series A Designation (including, without
     limitation, declaring a distribution payable in securities of other
     persons, providing evidences of indebtedness issued by the Corporation or
     other persons, assets, cash (excluding cash dividends declared out of
     retained earnings)), then, in each such case, the holders of the Series A
     Preferred Stock shall be entitled to a pro rata share of any

                                       13
<PAGE>

     such distribution as though they were the holders of the number of shares
     of Common Stock of the Corporation into which their shares of Series A
     Preferred Stock would be convertible as of the record date fixed for the
     determination of the holders of Common Stock of the Corporation entitled to
     receive such distribution.

          8.  Recapitalizations.  If at any time there occurs a recapitalization
              -----------------
     of the Common Stock (other than a subdivision, combination, or merger or
     sale of assets provided for in Section 4 of this Series A Designation), the
     holders of the Series A Preferred Stock shall be entitled to receive upon
     conversion of the Series A Preferred Stock the number of shares of capital
     stock or other securities or property of the Corporation or otherwise, to
     which a holder of the Common Stock deliverable upon conversion would have
     been entitled on such recapitalization.  In any such case, appropriate
     adjustment shall be made in the application of the provisions of Section 4
     with respect to the rights of the holders of the Series A Preferred Stock
     after the recapitalization to the end that the provisions of Section 4
     (including adjustment of the Series A Conversion Price then in effect and
     the number of shares purchasable upon conversion of the Series A Preferred
     Stock) shall be applicable after that event as nearly equivalent as may be
     practicable.

          9.  No Impairment.
              -------------

               (a) The Corporation shall not, by amendment of the Certificate of
     Incorporation or through any reorganization, recapitalization, transfer of
     assets, consolidation, merger, dissolution, issuance or sale of securities
     or any other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms to be observed or performed hereunder by
     the Corporation, but will at all times in good faith assist in the carrying
     out of all the provisions of this Certificate of Incorporation relating to
     the Series A Preferred Stock and in the taking of all such action as may be
     necessary or appropriate in order to protect the Series A Conversion Right,
     Exchange Right, and redemption rights of the holders of the Series A
     Preferred Stock against impairment.

               (b) If the Corporation is unable or shall fail to discharge its
     obligations under Section 5 or Section 6(a) of this Series A Designation
     (each, an "Obligation"), such Obligation shall be discharged as soon as the
     Corporation is able to discharge such Obligation.  If and so long as any
     Obligation with respect to the Series A Preferred Stock shall not be fully
     discharged, the Corporation shall not (i) directly or indirectly, redeem,
     purchase or otherwise acquire any classes or series of preferred stock with
     a liquidation preference, dividend or other rights senior or pari passu to
     the Series A Preferred Stock ("Senior and/or Parity Stock") or discharge
     any mandatory or optional redemption, sinking fund or other similar
     obligation in respect of any Senior and/or Parity Stock (except in
     connection with a redemption, sinking fund or other similar obligation to
     be satisfied pro rata with the Series A Preferred Stock) or (ii) declare or
     make any distribution to any class or series of preferred stock with a
     liquidation preference, dividend or other rights

                                       14
<PAGE>

     junior to the Series A Preferred Stock or any other security which ranks
     junior to the Series A Preferred Stock (collectively, "Junior Securities")
     or, directly or indirectly, discharge any mandatory or optional redemption,
     sinking fund, or other similar obligation in respect of any Junior
     Security.

          10.  No Fractional Shares and Certificate as to Adjustments.
               ------------------------------------------------------

               (a) No fractional shares shall be issued upon the conversion of
     any share or shares of the Series A Preferred Stock, and the number of
     shares of Common Stock to be issued shall be rounded to the nearest whole
     share.  Such rounding shall be determined on the basis of the aggregate
     number of shares of Series A Preferred Stock each holder is at the time
     converting into Common Stock and the aggregate number of shares of Common
     Stock issuable to each such holder upon such conversion.

               (b) Upon the occurrence of each adjustment or readjustment of the
     Series A Conversion Price pursuant to Section 4 of this Series A
     Designation, the Corporation, at its expense, shall promptly compute such
     adjustment or readjustment in accordance with the terms hereof and prepare
     and furnish to each holder of shares of Series A Preferred Stock a
     certificate setting forth such adjustment or readjustment and showing in
     detail the facts upon which such adjustment or readjustment is based.  The
     Corporation shall, upon the written request at any time of any holder of
     Series A Preferred Stock, furnish or cause to be furnished to such holder a
     like certificate setting forth (i) such adjustment or readjustment, (ii)
     the Series A Conversion Price at the time in effect, and (iii) the number
     of shares of Common Stock and the amount, if any, of other property which
     at the time would be received upon the conversion of a share of Series A
     Preferred Stock.

          11.  Reservation of Stock Issuable Upon Conversion.  The Corporation
               ---------------------------------------------
     shall at all times reserve and keep available out of its authorized but
     unissued shares of Common Stock, solely for the purposes of effecting the
     conversion of the shares of the Series A Preferred Stock or paying any
     dividends contemplated by the second provision of Section 2(c) of this
     Series A Designation, such number of its shares of Common Stock that shall
     from time to time be sufficient to effect the conversion of all outstanding
     shares of the Series A Preferred Stock; and if at any time the number of
     authorized but unissued shares of Common Stock not otherwise reserved for
     issuance shall not be sufficient to effect the conversion of all then
     outstanding shares of the Series A Preferred Stock, the Corporation shall
     take such corporate action that may, in the opinion of its counsel, be
     necessary to increase its authorized but unissued shares of Common Stock to
     such number of shares as shall be sufficient for such purposes, including
     without limitation, engaging in best efforts to obtain the requisite
     stockholder approval of any necessary amendment to its Articles of
     Incorporation.

                                       15
<PAGE>

          12.  Notices.
               -------

               (a) Any notice required by the provisions hereof to be given to
     the holders of shares of Series A Preferred Stock shall be given in writing
     and shall be deemed to have been given on the date of service if served
     personally on the party to whom notice is to be given, or on the date of
     transmittal of services by facsimile transmission to the party to whom
     notice is to be given, and addressed to each holder of record at his
     address appearing on the books of the Corporation.

                (b)  In case at any time:

                     (i) the Corporation shall declare any dividend upon any of
     its Junior Securities payable in cash or stock or make any other
     distribution to the holders of any of its Junior Securities;

                     (ii) the Corporation shall offer for subscription pro rata
     to the holders of its Common Stock any additional shares of stock of any
     class or other rights;

                     (iii) there shall be any capital reorganization or
     reclassification of the capital stock of the Corporation, or a
     consolidation or merger of the Corporation with, or a sale of all or
     substantially all its assets to, another entity; or

                     (iv) there shall be a voluntary or involuntary Liquidation
     of the Corporation;

     then, in any one or more of said cases, the Corporation shall give, by
     first class mail, postage prepaid, return receipt requested, addressed to
     each holder of any shares of Series A Preferred Stock at the address of
     such holder as shown on the books of the Corporation, (A) at least 15 days'
     prior written notice of the date on which the books of the Corporation
     shall close or a record shall be taken for such dividend, distribution or
     subscription rights or for determining rights to vote in respect of any
     such reorganization, reclassification, consolidation, merger, sale,
     dissolution, liquidation or winding up, and (B) in the case of any such
     reorganization, reclassification, consolidation, merger, sale, dissolution,
     liquidation or winding up, at least 15 days' prior written notice of the
     date when the same shall take place.  Such notice in accordance with the
     foregoing clause (A) shall also specify, in the case of any such dividend,
     distribution or subscription rights, the date on which the holders of
     Junior Securities (or in the case of subscription rights, Common Stock)
     shall be entitled thereto, and such notice in accordance with the foregoing
     clause (B) shall also specify the date on which the holders of Common Stock
     shall be entitled to exchange their Common Stock for securities or other
     property deliverable upon such reorganization, reclassification,
     consolidation, merger, sale, dissolution, liquidation or winding up, as the
     case may be.

                                       16
<PAGE>

          13.  Voting Rights.  Subject to Section 14 of this Series A
               -------------
     Designation, holders of Series A Preferred Stock shall not be entitled to
     vote, including with respect to the election of directors of the
     Corporation.

          14.  Protective Provisions.  Subject to the rights of any series of
               ---------------------
     preferred stock that may from time to time come into existence, so long as
     any shares of Series A Preferred Stock are outstanding, the Corporation
     shall not without first obtaining the approval (by vote or written consent,
     as provided by law) of the holders of at least a majority of the then-
     outstanding shares of Series A Preferred Stock, voting separately as a
     series:

               (a) amend its Certificate of Incorporation so as to affect
     adversely the shares of Series A Preferred Stock or any holder thereof
     (including by creating any additional classes or series of Senior and/or
     Parity Stock);

               (b) change the rights of the holders of the Series A Preferred
     Stock in any other respect;

               (c) authorize, create, designate or issue of any additional
     equity securities of the Corporation having any rights that are senior or
     pari passu to the Series A Preferred Stock with respect to liquidation
     preference or rights to dividends or distributions; or

               (d) issue authorized but unissued shares of Series A Preferred
     Stock after the Series A Original Issue Date, other than as required by the
     terms of this Series A Designation.

          15.  Status of Converted Stock.  In the event any shares of Series A
               -------------------------
     Preferred Stock shall be converted pursuant to Section 4 of this Series A
     Designation, or exchanged pursuant to Section 5 of this Series A
     Designation, the shares so converted or exchanged shall be canceled and
     shall not be reissuable by the Corporation.  The Certificate of
     Incorporation shall be appropriately amended to effect the corresponding
     reduction in the Corporation's authorized capital stock.

                                       17
<PAGE>

                                  Article II

                    Designation of Series B Preferred Stock

          1.  Designation and Rank.
              --------------------

               (a) 10,000 shares of the preferred stock of the Corporation shall
     be designated and known as the "Series B Preferred Stock".  Such number of
     shares may not be increased or decreased without obtaining the consent of a
     majority in interest of the holders of the then-outstanding shares of
     Series B Preferred Stock, except as provided in Section 13 below; provided,
     that no decrease shall reduce the number of shares of Series B Preferred
     Stock to a number less than the number of shares then outstanding plus the
     number of such shares issuable upon exercise of outstanding rights, options
     or warrants or upon conversion of outstanding securities issued by the
     Corporation.

               (b) The Series B Preferred Stock shall rank senior and prior to
     the Common Stock and, except as otherwise provided herein, all other
     classes or series of the capital stock of the Corporation (now or hereafter
     authorized or issued), with respect to the payment of any dividends and to
     any payment and upon liquidation; provided, that the Series B Preferred
     Stock shall rank pari passu with the Series A Preferred Stock with respect
     to the payment of any dividends and to any payment and upon liquidation.

          2.  Dividend Rights.
              ---------------

               (a) Dividend Preference.  From and after the Series B Original
     Issue Date (as defined in Section 4(e) of this Series B Designation), when
     and if the Board of Directors of the Corporation declares a dividend or
     distribution payable with respect to (i) the Common Stock or any other
     capital stock or security issued by the Corporation which is junior to the
     Series B Preferred Stock as to such dividends or distributions, such
     dividend or distribution shall not be paid until the payment to the holders
     of the Series B Preferred Stock of all dividends or distributions accrued
     or to be accrued through that date, or (ii) the then-outstanding capital
     stock of the Corporation that is pari passu to the Series B Preferred Stock
     as to such dividends or distributions, such dividends or distributions
     shall not be paid unless an equivalent payment is made to the holders of
     the Series B Preferred Stock pro rata on the accrued and unpaid dividends
     or distributions payable to the Series B Preferred Stock as of the date of
     such payment.

               (b) Discretionary Dividends.  From and after the date hereof,
     when and if the Board of Directors declares a dividend or distribution
     payable with respect to the then-outstanding shares of Common Stock, the
     holders of the Series B Preferred Stock shall be entitled to the amount of
     dividends per share in the same form as such Common Stock dividends that
     would be payable on the

                                       18
<PAGE>

     largest number of whole shares of Common Stock into which a holder's
     aggregate shares of Series B Preferred Stock could then be converted
     pursuant to Section 4 of this Article II (such number to be determined as
     of the record date for the determination of holders of Common Stock
     entitled to receive such dividend).

               (c) Mandatory Dividends.  In addition to Section 2(b) above, each
     share of Series B Preferred Stock, shall be entitled to receive a mandatory
     dividend equal to 7% of the Series B Liquidation Preference (as defined
     below), per annum, compounded annually on each succeeding 12 month
     anniversary of the first issuance.  Such dividend shall be cumulative and
     shall be payable annually on each succeeding 12 month anniversary of the
     first issuance and shall be payable solely by the issuance of additional
     shares of Series B Preferred Stock at a price per share equal to
     U.S.$1,700.00 (the "Series B Original Issue Price") and not in cash;
     provided, that such dividend shall not be declared or paid to any holder
     without the prior, written consent of such holder.  Fractional shares of
     the Series B Preferred Stock shall be issuable for all purposes hereunder.

          3.  Liquidation Rights.
              ------------------

               (a)  Liquidation Preference.
                    ----------------------

               (i) In the event of any Liquidation (as defined in Article I),
     whether voluntary or involuntary, before any payment of cash or
     distribution of other property shall be made to the holders of Common
     Stock, or any other class or series of stock subordinate in liquidation
     preference to the Series B Preferred Stock, the holders of the Series B
     Preferred Stock shall be entitled to receive out of the assets of the
     Corporation legally available for distribution to its stockholders, on
     behalf of each share of Series B Preferred Stock held by such holder, the
     Series B Original Issue Price (as appropriately adjusted for any
     combinations, divisions, or similar recapitalizations affecting the capital
     stock after issuance) and all accrued and unpaid dividends thereon
     (collectively, the "Series B Liquidation Preference").

               (ii) If, upon any Liquidation, the assets of the Corporation
     available for distribution to its stockholders are insufficient to pay the
     holders of the Series B Preferred Stock the Series B Liquidation Preference
     in full, the holders of the Series B Preferred Stock shall share pro rata
     in any distribution of assets in proportion to the respective amounts which
     would be payable to the holders of the Series B Preferred Stock and any
     other class or series of capital stock of the Corporation ranking pari
     passu with the Series B Preferred Stock in respect of the shares held by
     them.

               (iii)  After the distributions described in clause (a)(i) above
     have been paid, subject to the rights of any other class or series of
     capital stock of the Corporation that may from time to time come into
     existence, the remaining assets of the Corporation available for
     distribution to stockholders shall

                                       19
<PAGE>

     be distributed among the holders of Common Stock, the holders of the Series
     B Preferred Stock and the holders of any other class or series of capital
     stock of the Corporation entitled to share in such distribution, pro rata
     based on the number of shares of Common Stock held by each, assuming
     conversion of any other class or series of capital stock of the Corporation
     convertible into shares of Common Stock.

               (c) Non-Cash Distributions.  If any distribution to be made
     pursuant to this Section 3 is to be paid other than in cash, the value of
     such distribution will be deemed its fair market value as determined in
     good faith by the Board of Directors.  Any securities shall be valued as
     follows:

                   (i) Securities not subject to investment letter or other
     similar restrictions on free marketability covered by clause (ii) below:

                       (A) if traded on a securities exchange or through the
     Nasdaq National Market, the value shall be deemed to be the average of the
     closing prices of the securities on such quotation system over the thirty
     (30) trading day period ending three (3) days prior to the occurrence of
     the Liquidation;

                       (B) if actively traded over-the-counter, the value shall
     be deemed to be the average of the closing bid or sale prices (whichever is
     applicable) over the thirty (30) trading day period ending three (3)
     trading days prior to the occurrence of the Liquidation; and

                       (C) if there is no active public market, the value shall
     be the fair market value thereof, as determined by the Board of Directors,
     subject to the approval of holders of at least a majority of the then-
     outstanding shares of Series B Preferred Stock, as of the occurrence of the
     Liquidation.

                   (ii) The method of valuation of securities subject to
     investment letter or other restrictions on free marketability (other than
     restrictions arising solely by virtue of a stockholder's status as an
     affiliate or former affiliate) shall be to effectuate an appropriate
     discount from the market value, as determined by clauses (i)(A), (B) or (C)
     of this Section 3(b), so as to reflect the approximate fair market value
     thereof, as determined by the Board of Directors, subject to the approval
     of holders of at least a majority of the then-outstanding shares of such
     Series B Preferred Stock, as of the occurrence of the Liquidation.

               (d) Dispute as to Value of Non-Cash Distributions.  If holders of
     at least a majority of the then-outstanding shares of Series B Preferred
     Stock do not approve the determination, pursuant to clauses (b)(i)(C) or
     (b)(ii) of this Section 3, of the Board of Directors as to valuation, the
     Corporation and the holders of at least a majority of the then-outstanding
     shares of Series B Preferred Stock shall mutually agree upon and appoint,
     as an appraiser, a nationally-recognized investment banking firm, which
     shall be commissioned to investigate the value of the property to be
     distributed and shall submit a notice of an appraisal

                                       20
<PAGE>

     of that value to the Corporation and each holder of Series B Preferred
     Stock within 30 days of such commission. The appraiser shall be instructed
     to determine such value without regard to income tax consequences to the
     recipient as a result of receiving consideration other than cash. The value
     determined by the appraiser shall be conclusive. If the appraised value
     varies by less than 7.5% from the value determined by the Board of
     Directors, the aggregate amount to be distributed shall be reduced by the
     expense of the appraisal process and if the appraised value varies by 7.5%
     or more from the value determined by the Corporation's Board of Directors,
     the expense of the appraisal process shall be borne by the Corporation.

          4.  Conversion Rights.  The holders of the Series B Preferred Stock
              -----------------
     shall have conversion rights as follows (the "Series B Conversion Right"):

               (a) Series B Conversion Price. The "Series B Conversion Price"
     shall, initially, be U.S.$1.70 per share and shall be subject to adjustment
     as set forth below in Section 4(e).

               (b)  Optional Conversion.   Each share of Series B Preferred
     Stock shall be convertible, at the option of the holder thereof (subject to
     regulatory approvals), at any time after the second anniversary of the
     Series B Original Issue Date, at the office of the Corporation or any
     transfer agent for such stock, into such number of fully paid and non-
     assessable shares of Common Stock as is determined by dividing (x) the
     Series B Liquidation Preference of such share of Series B Preferred Stock
     (including any accrued but unpaid dividends thereon) by (y) the Series B
     Conversion Price (as defined above).

               (c) Required Conversion.  Notwithstanding the above, in the event
     that there shall occur any Merger Event (as defined in Article I), at the
     option of the Corporation or the holders of at least a majority of the
     then-outstanding shares of Series B Preferred Stock, and subject to
     applicable regulatory approvals, the outstanding shares of the Series B
     Preferred Stock shall, immediately prior to the consummation thereof, be
     converted into the same number of shares of Common Stock into which such
     shares are convertible pursuant to Section 4(b) (a "Series B Required
     Conversion").

               (d) Mechanics of Conversion.  In order to exercise the Series B
     Conversion Right pursuant to Section 4(b), a holder of Series B Preferred
     Stock shall provide written notice to the Corporation, setting forth (i)
     such holder's intent to exercise the Series B Conversion Right, and (ii)
     the proposed date for such exercise (the "Series B Conversion Date"), which
     shall be between 10 and 30 days after the date of such notice.  If a Merger
     Event occurs and, pursuant to Section 4(c), a Series B Required Conversion
     is elected by the Corporation or holders of at least a majority of the
     then-outstanding shares of Series B Preferred Stock, the Corporation shall
     notify in writing all holders of Series B Preferred Stock of such Series B
     Required Conversion and the date of such Merger Event

                                       21
<PAGE>

     shall be referred to as the "Series B Required Conversion Date". On the
     Series B Conversion Date or the Series B Required Conversion Date, as the
     case may be, (i) the holder (and in the case of a Series B Required
     Conversion, each holder) shall tender such holder's shares of Series B
     Preferred Stock to the Corporation for cancellation, free and clear of
     encumbrances of any type or nature, and (ii) the Corporation shall cause to
     be delivered to such holder, a number of shares of Common Stock as
     calculated pursuant to Section 4(b) above, free and clear of encumbrances
     of any type or nature. Each holder and the Corporation shall take all other
     necessary or appropriate actions in connection with or to effect such
     closing.

               (e)  Certain Adjustments.

                    (i) Sale of Shares Below Fair Market Value.

                        (A) Sale of Additional Shares. If at any time or from
     time to time after the date that the first share of Series B Preferred
     Stock is issued (the "Series B Original Issue Date"), the Corporation
     issues or sells, or is deemed by the express provisions of this subsection
     4(e)(i) to have issued or sold, Additional Shares of Common Stock (as
     defined in Article I), other than as a dividend or other distribution on
     any class of stock as provided in Section 4(e)(ii) below, and other than a
     subdivision or combination of shares of Common Stock as provided in Section
     4(e)(iii) below), for an Effective Price (as defined in Article I) that is
     less than the lower of (x) the Series B Conversion Price then in effect and
     (y) the Fair Market Value of a share of Common Stock (as defined in Section
     6(a) below) (the "Series B ADP Price"), then and in each such case, the
     then-existing Series B Conversion Price shall be reduced, as of the opening
     of business on the date of such issuance or sale, to a price determined by
     multiplying the Series B Conversion Price by a fraction (x) the numerator
     of which shall be (I) the number of shares of Common Stock deemed
     outstanding immediately prior to such issuance or sale, plus (II) the
     number of shares of Common Stock which the aggregate consideration received
     (as defined in clause (B) below) by the Corporation for the total number of
     Additional Shares of Common Stock so issued would purchase at the then-
     applicable Series B ADP Price, and (y) the denominator of which shall be
     the number of shares of Common Stock deemed outstanding immediately prior
     to such issue or sale plus the total number of Additional Shares of Common
     Stock so issued. For the purposes of the preceding sentence, the number of
     shares of Common Stock deemed to be outstanding as of a given date shall be
     the sum of (I) the number of shares of Common Stock actually outstanding
     and (II) the number of shares of Common Stock into which all then-
     outstanding shares of capital stock of the Corporation convertible into
     shares of Common Stock could be converted if fully converted on the day
     immediately preceding the given date. No adjustment shall be made to the
     Series B Conversion Price in an amount less than U.S.$0.01 per share. Any
     adjustment otherwise required by this Section 4(e)(i) that is not required
     to be made due to the

                                       22
<PAGE>

     preceding sentence shall be included in any subsequent adjustment to the
     Series B Conversion Price.

               (B) Consideration Received for Additional Shares.  For the
     purpose of making any adjustment required under this Section 4(e)(i), the
     consideration received by the Corporation for any issue or sale of
     securities shall (x) to the extent it consists of cash, be computed at the
     net amount of cash received by the Corporation after deduction of any
     underwriting or similar commissions, compensation or concessions paid or
     allowed by the Corporation in connection with such issue or sale but
     without deduction of any expenses payable by the Corporation, and (y) to
     the extent it consists of property other than cash, be computed at the fair
     value of that property as determined, in good faith, by the Board of
     Directors. If Additional Shares of Common Stock, Convertible Securities (as
     defined in Article I) or rights, warrants or options to purchase either
     Additional Shares of Common Stock or Convertible Securities are issued or
     sold together with other stock or securities or other assets of the
     Corporation for a consideration which covers both, the consideration
     received by the Corporation for such issue or sale of Additional Securities
     of Common Stock, Convertible Securities or rights, warrants or options to
     purchase either Additional Shares of Common Stock or Convertible Securities
     shall be computed as the portion of the consideration so received that may
     be reasonably determined, in good faith, by the Board of Directors to be
     allocable to such Additional Shares of Common Stock, Convertible Securities
     or rights, warrants or options and shall be reasonably agreed to by holders
     of at least a majority of the Series B Preferred Stock; provided, that in
     the event the Corporation and the holders of at least a majority of the
     Series B Preferred Stock do not agree on the value of such consideration,
     the parties shall jointly appoint an independent third party to determine
     such value pursuant to the procedure set forth in Section 3(d) of this
     Series B Designation.

               (C) Securities Convertible, Exchangeable and Exercisable for
     Common Stock.  For the purpose of the adjustment required under this
     Section 4(e)(i), if the Corporation issues or sells (i) Convertible
     Securities, or (ii) rights, warrants or options for the purchase of
     Additional Shares of Common Stock or Convertible Securities and if the
     Effective Price of such Additional Shares of Common Stock is less than the
     then-applicable Series B ADP Price, in each case the Corporation shall be
     deemed to have issued at the time of the issuance of such rights, warrants
     or options or Convertible Securities the maximum number of Additional
     Shares of Common Stock issuable upon exercise, exchange, or conversion
     thereof and to have received as consideration for the issuance of such
     shares an amount equal to the total amount of the consideration, if any,
     received by the Corporation for the issuance of such rights, warrants or
     options or Convertible Securities, (A) plus, in the case of such rights,
     warrants or options, the minimum amounts of consideration, if any, payable
     to the Corporation upon the exercise of such rights, warrants or options
     (without respect to any "cashless" exercise provision), (B) plus, in the
     case of Convertible Securities, the minimum amounts of consideration, if
     any, payable to the

                                       23
<PAGE>

     Corporation (other than by cancellation of liabilities or obligations
     evidenced by such Convertible Securities) upon the conversion or exchange
     thereof; provided, that if in the case of Convertible Securities the
     minimum amounts of such consideration cannot be ascertained, but are a
     function of anti-dilution or similar protective clauses, the Corporation
     shall be deemed to have received the minimum amounts of consideration
     without reference to such clauses; provided further, that if the minimum
     amount of consideration payable to the Corporation upon the exercise,
     exchange or conversion of rights, warrants, options or Convertible
     Securities is reduced over time or on the occurrence or non-occurrence of
     specified events (other than by reason of anti-dilution adjustments), the
     Effective Price shall be recalculated using the figure to which such
     minimum amount of consideration is reduced; provided further, that if the
     minimum amount of consideration payable to the Corporation upon the
     exercise, exchange or conversion of such rights, warrants, options or
     Convertible Securities is subsequently increased, the Effective Price shall
     be again recalculated using the increased minimum amount of consideration
     payable to the Corporation upon the exercise, exchange or conversion of
     such rights, warrants, options or Convertible Securities. No further
     adjustment of the Series B Conversion Price, as adjusted upon the issuance
     of such rights, options or Convertible Securities, shall be made as a
     result of the actual issuance of Additional Shares of Common Stock on the
     exercise of any such rights, warrants, options or the conversion or
     exchange of any such Convertible Securities. If any such rights, warrants
     or options or the conversion or exchange privilege represented by any such
     Convertible Securities shall expire without having been exercised, the
     Series B Conversion Price as adjusted upon the issuance of such rights,
     warrants, options or Convertible Securities shall be readjusted to the
     Series B Conversion Price which would have been in effect had an adjustment
     been made on the basis that the only Additional Shares of Common Stock so
     issued were the Additional Shares of Common Stock, if any, actually issued
     or sold on the exercise of such rights, warrants or options or rights of
     conversion or exchange of such Convertible Securities, and such Additional
     Shares of Common Stock, if any, were issued or sold for the consideration
     actually received by the Corporation upon such exercise, plus the
     consideration, if any, actually received by the Corporation for the
     granting of all such rights, warrants or options, whether or not exercised,
     plus the consideration received for issuing or selling the Convertible
     Securities actually converted or exchanged, plus the consideration, if any,
     actually received by the Corporation (other than by cancellation of
     liabilities or obligations evidenced by such Convertible Securities) upon
     the conversion or exchange of such Convertible Securities; provided, that
     such readjustment shall not apply to prior conversions of Series B
     Preferred Stock.

               (ii) Adjustment for Common Stock Dividends and Distributions. If,
     at any time after the Series B Original Issue Date, the Corporation makes,
     or fixes a record date for the determination of holders of Common Stock
     entitled to receive, a dividend or other distribution payable in

                                       24
<PAGE>

     additional shares of Common Stock, in each such event the Series B
     Conversion Price that is then in effect shall be decreased as of the time
     of such issuance or, in the event such record date is fixed, as of the
     close of business on such record date, by multiplying the Series B
     Conversion Price then in effect by a fraction (x) the numerator of which is
     the total number of shares of Common Stock issued and outstanding
     immediately prior to the time of such issuance or the close of business on
     such record date, and (y) the denominator of which is the total number of
     shares of Common Stock issued and outstanding immediately prior to the time
     of such issuance or the close of business on such record date plus the
     number of shares of Common Stock issuable in payment of such dividend or
     distribution; provided, that if such record date is fixed and such dividend
     is not fully paid or if such distribution is not fully made on the date
     fixed therefor, the Series B Conversion Price shall be recomputed
     accordingly as of the close of business on such record date and thereafter
     the Series B Conversion Price shall be adjusted pursuant to this Section
     4(e)(ii) to reflect the actual payment of such dividend or distribution.

               (iii)  Adjustments for Stock Splits, Stock Subdivisions and
     Combinations.  If, at any time after the Series B Original Issue Date, the
     Corporation subdivides or combines the Common Stock, (A) in the case of a
     subdivision (including a stock split), the Series B Conversion Price in
     effect immediately prior to such event shall be proportionately decreased
     and the number of shares of Common Stock purchasable thereunder shall be
     proportionately increased, and (B) in the case of a combination (including
     a reverse stock split), the Series B Conversion Price in effect immediately
     prior to such event shall be proportionately increased and the number of
     shares of Common Stock purchasable thereunder shall be proportionately
     decreased. Any adjustment under this Section 4(e)(iii) shall become
     effective at the close of business on the date the subdivision or
     combination becomes effective.

               (iv) Adjustments for Reclassification, Reorganization and
     Consolidation.  In case of (A) any reclassification, reorganization,
     change, exchange or conversion of securities of the class issuable upon
     conversion of the Series B Preferred Stock (other than a change in par
     value, or from par value to no par value) into other shares or securities
     of the Corporation, or (B) any merger or consolidation of the Corporation
     with or into another entity (other than a merger or consolidation with
     another entity in which the Corporation is the acquiring and the surviving
     entity and that does not result in any reclassification or change of
     outstanding securities issuable upon conversion of the Series B Preferred
     Stock), or (C) any sale of all or substantially all the assets of the
     Corporation, each holder of shares of Series B Preferred Stock shall have
     the right to receive, in lieu of the shares of Common Stock otherwise
     issuable upon the conversion of its shares of Series B Preferred Stock and
     accumulated and unpaid dividends then-outstanding thereunder, the kind and
     amount of shares of stock and other securities, money and property
     receivable upon such reclassification, reorganization, change, merger,
     consolidation or conversion by a holder of the maximum number of

                                       25
<PAGE>

     shares of Common Stock into which such shares of Series B Preferred Stock
     could have been converted immediately prior to such reclassification,
     reorganization, change, merger, consolidation or conversion, all subject to
     further adjustment as provided herein or with respect to such other
     securities or property by the terms thereof. The provisions of this clause
     (iv) shall similarly attach to successive reclassifications,
     reorganizations, changes, and conversions.

          5.  Other Distributions.  In the event the Corporation provides the
              -------------------
     holders of its Common Stock with consideration that is not otherwise
     addressed in Section 4 of this Series B Designation (including, without
     limitation, declaring a distribution payable in securities of other
     persons, providing evidences of indebtedness issued by the Corporation or
     other persons, assets, cash (excluding cash dividends declared out of
     retained earnings)), then, in each such case, the holders of the Series B
     Preferred Stock shall be entitled to a pro rata share of any such
     distribution as though they were the holders of the number of shares of
     Common Stock of the Corporation into which their shares of Series B
     Preferred Stock would be convertible as of the record date fixed for the
     determination of the holders of Common Stock of the Corporation entitled to
     receive such distribution.

          6.  Recapitalizations.  If at any time there occurs a recapitalization
              -----------------
     of the Common Stock (other than a subdivision, combination, or merger or
     sale of assets provided for in Section 4 of this Series B Designation), the
     holders of the Series B Preferred Stock shall be entitled to receive upon
     conversion of the Series B Preferred Stock the number of shares of capital
     stock or other securities or property of the Corporation or otherwise, to
     which a holder of the Common Stock deliverable upon conversion would have
     been entitled on such recapitalization.  In any such case, appropriate
     adjustment shall be made in the application of the provisions of Section 4
     with respect to the rights of the holders of the Series B Preferred Stock
     after the recapitalization to the end that the provisions of Section 4
     (including adjustment of the Series B Conversion Price then in effect and
     the number of shares purchasable upon conversion of the Series B Preferred
     Stock) shall be applicable after that event as nearly equivalent as may be
     practicable.

          7.  No Impairment.  The Corporation shall not, by amendment of the
              -------------
     Certificate of Incorporation or through any reorganization,
     recapitalization, transfer of assets, consolidation, merger, dissolution,
     issuance or sale of securities or any other voluntary action, avoid or seek
     to avoid the observance or performance of any of the terms to be observed
     or performed hereunder by the Corporation, but will at all times in good
     faith assist in the carrying out of all the provisions of this Certificate
     of Incorporation relating to the Series B Preferred Stock and in the taking
     of all such action as may be necessary or appropriate in order to protect
     the Series B Conversion Right against impairment.

                                       26
<PAGE>

          8.  No Fractional Shares and Certificate as to Adjustments.
              ------------------------------------------------------

               (a) No fractional shares shall be issued upon the conversion of
     any share or shares of the Series B Preferred Stock, and the number of
     shares of Common Stock to be issued shall be rounded to the nearest whole
     share.  Such rounding shall be determined on the basis of the aggregate
     number of shares of Series B Preferred Stock each holder is at the time
     converting into Common Stock and the aggregate number of shares of Common
     Stock issuable to each such holder upon such conversion.

               (b) Upon the occurrence of each adjustment or readjustment of the
     Series B Conversion Price pursuant to Section 4 of this Series B
     Designation, the Corporation, at its expense, shall promptly compute such
     adjustment or readjustment in accordance with the terms hereof and prepare
     and furnish to each holder of shares of Series B Preferred Stock a
     certificate setting forth such adjustment or readjustment and showing in
     detail the facts upon which such adjustment or readjustment is based.  The
     Corporation shall, upon the written request at any time of any holder of
     Series B Preferred Stock, furnish or cause to be furnished to such holder a
     like certificate setting forth (i) such adjustment or readjustment, (ii)
     the Series B Conversion Price at the time in effect, and (iii) the number
     of shares of Common Stock and the amount, if any, of other property which
     at the time would be received upon the conversion of a share of Series B
     Preferred Stock.

          9.  Reservation of Stock Issuable Upon Conversion.  The Corporation
              ---------------------------------------------
     shall at all times reserve and keep available out of its authorized but
     unissued shares of Common Stock, solely for the purposes of effecting the
     conversion of the shares of the Series B Preferred Stock or paying any
     dividends contemplated by the second provision of Section 2(c) of this
     Series B Designation, such number of its shares of Common Stock that shall
     from time to time be sufficient to effect the conversion of all outstanding
     shares of the Series B Preferred Stock; and if at any time the number of
     authorized but unissued shares of Common Stock not otherwise reserved for
     issuance shall not be sufficient to effect the conversion of all then
     outstanding shares of the Series B Preferred Stock, the Corporation shall
     take such corporate action that may, in the opinion of its counsel, be
     necessary to increase its authorized but unissued shares of Common Stock to
     such number of shares as shall be sufficient for such purposes, including
     without limitation, engaging in best efforts to obtain the requisite
     stockholder approval of any necessary amendment to its Articles of
     Incorporation.

          10.  Notices.
               -------

               (a) Any notice required by the provisions hereof to be given to
     the holders of shares of Series B Preferred Stock shall be given in writing
     and shall be deemed to have been given on the date of service if served
     personally on the party to whom notice is to be given, or on the date of
     transmittal of services by

                                       27
<PAGE>

     facsimile transmission to the party to whom notice is to be given, and
     addressed to each holder of record at his address appearing on the books of
     the Corporation.

              (b)  In case at any time:

                   (i) the Corporation shall declare any dividend upon any of
     its Junior Securities payable in cash or stock or make any other
     distribution to the holders of any of its Junior Securities;

                   (ii) the Corporation shall offer for subscription pro rata to
     the holders of its Common Stock any additional shares of stock of any class
     or other rights;

                   (iii) there shall be any capital reorganization or
     reclassification of the capital stock of the Corporation, or a
     consolidation or merger of the Corporation with, or a sale of all or
     substantially all its assets to, another entity; or

                   (iv) there shall be a voluntary or involuntary Liquidation of
     the Corporation;

     then, in any one or more of said cases, the Corporation shall give, by
     first class mail, postage prepaid, return receipt requested, addressed to
     each holder of any shares of Series B Preferred Stock at the address of
     such holder as shown on the books of the Corporation, (A) at least 30 days'
     prior written notice of the date on which the books of the Corporation
     shall close or a record shall be taken for such dividend, distribution or
     subscription rights or for determining rights to vote in respect of any
     such reorganization, reclassification, consolidation, merger, sale,
     dissolution, liquidation or winding up, and (B) in the case of any such
     reorganization, reclassification, consolidation, merger, sale, dissolution,
     liquidation or winding up, at least 30 days' prior written notice of the
     date when the same shall take place.  Such notice in accordance with the
     foregoing clause (A) shall also specify, in the case of any such dividend,
     distribution or subscription rights, the date on which the holders of
     Junior Securities (or in the case of subscription rights, Common Stock)
     shall be entitled thereto, and such notice in accordance with the foregoing
     clause (B) shall also specify the date on which the holders of Common Stock
     shall be entitled to exchange their Common Stock for securities or other
     property deliverable upon such reorganization, reclassification,
     consolidation, merger, sale, dissolution, liquidation or winding up, as the
     case may be.

          11.  Voting Rights.  Subject to Section 12 of this Series B
               -------------
     Designation, holders of Series B Preferred Stock shall not be entitled to
     vote, including with respect to the election of directors of the
     Corporation.

                                       28
<PAGE>

          12.  Protective Provisions.  Subject to the rights of any series of
               ---------------------
     preferred stock that may from time to time come into existence, so long as
     any shares of Series B Preferred Stock are outstanding, the Corporation
     shall not without first obtaining the approval (by vote or written consent,
     as provided by law) of the holders of at least a majority of the then-
     outstanding shares of Series B Preferred Stock, voting separately as a
     series:

               (a) amend its Certificate of Incorporation so as to affect
     adversely the shares of Series B Preferred Stock or any holder thereof
     (including by creating any additional classes or series of Senior and/or
     Parity Stock);

               (b) change the rights of the holders of the Series B Preferred
     Stock in any other respect;

               (c) authorize, create, designate or issue of any additional
     equity securities of the Corporation having any rights that are senior or
     pari passu to the Series B Preferred Stock with respect to liquidation
     preference or rights to dividends or distributions; or

               (d) issue authorized but unissued shares of Series B Preferred
     Stock after the Series B Original Issue Date, other than as required by the
     terms of this Series B Designation.

          13.  Status of Converted Stock.  In the event any shares of Series B
     Preferred Stock shall be converted pursuant to Section 4 of this Series B
     Designation, the shares so converted shall be canceled and shall not be
     reissuable by the Corporation.  The Certificate of Incorporation shall be
     appropriately amended to effect the corresponding reduction in the
     Corporation's authorized capital stock.

                                       29
<PAGE>

                                  Article III

                    Designation of Series C Preferred Stock
                    ---------------------------------------

  1. Rank.
     ----

     (a) 1,117 shares of the preferred stock of the Corporation shall
     be designated and known as the "Series C Preferred Stock".  Such number of
     shares may not be increased or decreased without obtaining the consent of a
     majority in interest of the holders of the then-outstanding shares of
     Series C Preferred Stock; provided, that no decrease shall reduce the
     number of shares of Series C Preferred Stock to a number less than the
     number of shares then outstanding plus the number of such shares issuable
     upon exercise of outstanding rights, options or warrants or upon conversion
     of outstanding securities issued by the Corporation.

     (b) The Series C Preferred Stock shall rank (i) junior to the
     Common Stock and all other classes or series of the capital stock of the
     Corporation (now or hereafter authorized or issued), with respect to the
     payment of any dividends and (ii) pari pasu with the Common Stock, and
     junior to all other classes or series of the capital stock of the
     Corporation (now or hereafter authorized or issued), with respect to any
     payment upon liquidation.

  2. Dividends.  The Series C Preferred Stock shall not bear a dividend.
     ---------

  3. Liquidation.  In any Liquidation Event (as defined in Article I),
     -----------
     whether voluntary or involuntary, the holders of Series C Preferred Stock
     shall have the right to receive, pari passu with the holders of the Common
     Stock and subject to the rights of the holders of any other senior class or
     series of capital stock of the Corporation, the assets of the Corporation
     in proportion to the number of shares of Common Stock held by each such
     holder (assuming, for such purposes, the holders of Series C Preferred
     Stock are deemed to hold that number of shares of Common Stock equal to the
     number of shares of Common Stock into which such shares of Series C
     Preferred Stock are then convertible).

  4. Conversion Rights.  The holders of the Series C Preferred Stock
     -----------------
     shall have conversion rights as follows (the "Series C Conversion Right"):

     (a)  Series C Conversion Ratio.  The "Series C Conversion Ratio" shall,
     initially, be 1000 shares of Common Stock for each share of Series C
     Preferred Stock and shall be subject to adjustment as set forth below in
     Section 4(e).

     (b)  Optional Conversion.   Each share of Series C Preferred Stock shall be
     convertible, at the option of the holder thereof (subject to regulatory
     approvals), at any time after the second anniversary of the Series C
     Original Issue Date (as defined below), at the office of the Corporation or
     any

                                       30
<PAGE>

     transfer agent for such stock, into such number of fully paid and non-
     assessable shares of Common Stock as is determined by applying the Series C
     Conversion Ratio (as defined above) then in effect.

     (c)  Required Conversion.  Notwithstanding the above, in the event that
     there shall occur any Merger Event (as defined in Article I), at the option
     of the Corporation or the holders of at least a majority of the then-
     outstanding shares of Series C Preferred Stock, and subject to applicable
     regulatory approvals, the outstanding shares of the Series C Preferred
     Stock shall, immediately prior to the consummation thereof, be converted
     into the same number of shares of Common Stock into which such shares are
     convertible pursuant to Section 4(b) (a "Series C Required Conversion").

     (d)  Mechanics of Conversion.  In order to exercise the Series C Conversion
     Right pursuant to Section 4(b), a holder of Series C Preferred Stock shall
     provide written notice to the Corporation, setting forth (i) such holder's
     intent to exercise the Series C Conversion Right, and (ii) the proposed
     date for such exercise (the "Series C Conversion Date"), which shall be
     between 10 and 30 days after the date of such notice. If a Merger Event
     occurs and, pursuant to Section 4(c), a Series C Required Conversion is
     elected by the Corporation or holders of at least a majority of the then-
     outstanding shares of Series C Preferred Stock, the Corporation shall
     notify in writing all holders of Series C Preferred Stock of such Series C
     Required Conversion and the date of such Merger Event shall be referred to
     as the "Series C Required Conversion Date". On the Series C Conversion Date
     or the Series C Required Conversion Date, as the case may be, (i) the
     holder (and in the case of a Series C Required Conversion, each holder)
     shall tender such holder's shares of Series C Preferred Stock to the
     Corporation for cancellation, free and clear of encumbrances of any type or
     nature, and (ii) the Corporation shall cause to be delivered to such
     holder, a number of shares of Common Stock as calculated pursuant to
     Section 4(b) above, free and clear of encumbrances of any type or nature.
     Each holder and the Corporation shall take all other necessary or
     appropriate actions in connection with or to effect such closing.

     (e)  Certain Adjustments.
          -------------------

     (i) Adjustments for Stock Splits, Stock Subdivisions and Combinations. If
     at any time or from time to time after the date that the first share of
     Series C Preferred Stock is issued (the "Series C Original Issue Date"),
     the Corporation subdivides or combines the Common Stock, (A) in the case of
     a subdivision (including a stock split), the Series C Conversion Ratio in
     effect immediately prior to such event shall be proportionately increased
     and the number of shares of Common Stock purchasable thereunder shall be
     proportionately increased, and (B) in the case of a combination (including
     a reverse stock split), the Series C Conversion Ratio in effect immediately
     prior to such event shall be

                                       31
<PAGE>

     proportionately decreased and the number of shares of Common Stock
     purchasable thereunder shall be proportionately decreased. Any adjustment
     under this Section 4(e)(i) shall become effective at the close of business
     on the date the subdivision or combination becomes effective.

     (ii) Adjustments for Reclassification, Reorganization and Consolidation. In
     case of (A) any reclassification, reorganization, change, exchange or
     conversion of securities of the class issuable upon conversion of the
     Series C Preferred Stock (other than a change in par value, or from par
     value to no par value) into other shares or securities of the Corporation,
     or (B) any merger or consolidation of the Corporation with or into another
     entity (other than a merger or consolidation with another entity in which
     the Corporation is the acquiring and the surviving entity and that does not
     result in any reclassification or change of outstanding securities issuable
     upon conversion of the Series C Preferred Stock), or (C) any sale of all or
     substantially all the assets of the Corporation, each holder of shares of
     Series C Preferred Stock shall have the right to receive, in lieu of the
     shares of Common Stock otherwise issuable upon the conversion of its shares
     of Series C Preferred Stock and accumulated and unpaid dividends then-
     outstanding thereunder, the kind and amount of shares of stock and other
     securities, money and property receivable upon such reclassification,
     reorganization, change, merger, consolidation or conversion by a holder of
     the maximum number of shares of Common Stock into which such shares of
     Series C Preferred Stock could have been converted immediately prior to
     such reclassification, reorganization, change, merger, consolidation or
     conversion, all subject to further adjustment as provided herein or with
     respect to such other securities or property by the terms thereof. The
     provisions of this clause (ii) shall similarly attach to successive
     reclassifications, reorganizations, changes, and conversions.

  5. Voting.  Except as required by law, the holders of Series C Preferred
     ------
     Stock shall not be entitled to vote on matters submitted to the holders of
     the Common Stock or any other class of capital stock of the Corporation."

                            (signature page follows)

                                       32
<PAGE>

          IN WITNESS WHEREOF, said SafeScience, Inc. has caused this Certificate
of Designations, Preferences and Rights of Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock to be signed by Bradley J. Carver,
its President, and John W. Burns, its Secretary, this 19th of July, 2001.
                                                      ---

                              SAFESCIENCE, INC.

                              By: /s/ Bradley J. Carver
                                  ----------------------------------------
                                  Name:  Bradley J. Carver
                                  Title:  President


                              By: /s/ John W. Burns
                                  ----------------------------------------
                                  Name:  John W. Burns
                                  Title:  Secretary



State of Massachusetts

County of Suffolk


  I, Kathrine J. LeBlanc, a notary public, do hereby certify and attest that
the attached document is a true and exact copy of the Certificate of
Designations, Preferences, and Rights of Series A Preferred Stock, Series B
Preferred Stock, and Series C Preferred Stock of the Company and that on this
9th day of July, 2001, personally appeared before me, Bradley J. Carver and John
W. Burns, who being by me first duly sworn, declared that they are the President
and Secretary of the Company, respectively, that they signed the foregoing
document as President and Secretary, of the Company, and that the statements
therein contained are true.

                                    /s/ Kathrine J. LeBlanc
                                    ---------------------------------
                                    Notary Public

                                                     (Notarial Seal)


My commission expires February 4, 2005
                      ----------------

                                       33