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                                                                    EXHIBIT 3(a)

                           CERTIFICATE OF AMENDMENT

                                      OF

                           ARTICLES OF INCORPORATION

                                      OF

                                CLINICOR, INC.


     The undersigned, being the President and Assistant Secretary of CLINICOR,
INC., do certify and set forth:

     1.   The name of the Corporation is CLINICOR, INC.

     2.   Article VI, Sections 1 and 2, of the Articles of Incorporation of the
Corporation are amended to read in their entirety as follows:

     "Section 1.    Authorized Shares.  The aggregate number of shares which the
Corporation shall have authority to issue is 75,055,181, of which (a) 75,000,000
shares shall be designated "Common Stock", par value $.001 per share, (b) 5,181
shares shall be designated "Class A Convertible Preferred Stock", without par
value, and (c) 50,000 shares shall be designated "Class B Convertible Preferred
Stock", without par value.  The "Class A Convertible Preferred Stock" is
sometimes referred to as the "Class A Preferred Stock", the "Class B Convertible
Preferred Stock" is sometimes referred to as the "Class B Preferred Stock", and
both such classes of stock are sometimes referred to collectively as the
"Convertible Preferred Stock".

     Section 2.     Relative Rights.  Subject to the rights of the holders of
the Convertible Preferred Stock, the Common Stock shall be entitled to dividends
out of funds legally available therefor, when, as and if declared and paid to
the holders of Common Stock, and upon liquidation, dissolution or winding up of
the Corporation, to share ratably in the assets of the Corporation available for
distribution to the holders of Common Stock.  Except as otherwise provided
herein or by law, the holders of the Common Stock shall have full voting rights
and powers and each share of Common Stock shall be entitled to one vote.  The
following is a statement of the designations, preferences, limitations and
relative rights in respect of the shares of each class of Convertible Preferred
Stock of the Corporation.  Unless otherwise indicated, references to "Sections"
contained herein shall refer to subdivisions of this Section 2 of Article VI.

     A.   Class A Preferred Stock

          Each share of Class A Preferred Stock shall be subject to the
following provisions:
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          1.   Dividends.

               a.   Right to Receive Dividends.  The holders of the Class A
Preferred Stock shall be entitled to receive, when, if and as declared by the
Corporation's Board of Directors, out of funds legally available therefor,
cumulative dividends payable as set forth in this Section A(1).

               b.   Cumulative Dividends and Dividend Payment Dates.  Dividends
on the Class A Preferred Stock shall accrue and shall be cumulative from July
15, 1996, the date of issuance of the shares of Class A Preferred Stock (the
"Class A Date of Original Issue"), whether or not earned or declared by the
Board of Directors of the Corporation.  Until paid, the right to receive
dividends on the Class A Preferred Stock shall accumulate, and shall be payable
in kind in additional shares of Class A Preferred Stock, as set forth below, in
arrears, on June 30 and December 31 of each year (a "Class A Dividend Payment
Date"), commencing on December 31, 1996 (the "Initial Class A Dividend Payment
Date") except that if such Class A Dividend Payment Date is not a business day,
then the Class A Dividend Payment Date will be the immediately preceding
business day.

               Not later than noon on the business day immediately preceding
each Class A Dividend Payment Date, the Corporation shall set aside a sufficient
number of shares of Class A Preferred Stock for the payment of declared
dividends and shall deliver such shares of Class A Preferred Stock to the
holders of shares of Class A Preferred Stock as of the record date for such
dividend in payment of such declared dividends on such Class A Dividend Payment
Date. Each such dividend declared by the Board of Directors on the Class A
Preferred Stock shall be paid to the holders of record of shares of the Class A
Preferred Stock as they appear on the Stock Register on the record date which
shall be the business day next preceding a Class A Dividend Payment Date.
Dividends in arrears for any past dividend period may be declared by the Board
of Directors of the Corporation and paid on shares of the Class A Preferred
Stock on any date fixed by the Board of Directors of the Corporation, whether or
not a regular Class A Dividend Payment Date, to holders of record of shares of
the Class A Preferred Stock as they appear on such Stock Register on the record
date, which shall not be greater than 15 days before such Class A Dividend
Payment Date, as may be fixed by the Board of Directors of the Corporation. Any
dividend payment made on shares of the Class A Preferred Stock shall first be
credited against the dividends accumulated with respect to the earliest dividend
period for which dividends have not been paid.

               No dividends shall be declared or paid or set apart for payment
on the shares of Common Stock or any other class or series of capital stock of
the Corporation (other than dividends on shares of the Class A Preferred Stock
and the Class B Preferred Stock, in each case as further provided herein) for
any dividend period unless full cumulative dividends in accordance with the
terms hereof have been or contemporaneously are declared and paid on (i) the
Class A Preferred Stock through the most recent Class A Dividend Payment Date,
and (ii) the Class B Preferred Stock through the most recent Class B Dividend
Payment Date (as hereinafter defined). The Corporation shall not declare or pay
or set apart for payment any cash dividends on the shares of Class A Preferred
Stock for any dividend period unless (x) full cumulative dividends have been

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or contemporaneously are declared and paid on the Class B Preferred Stock
through the most recent Class B Dividend Payment Date or (y) simultaneously
therewith an amount equal to the Class B Proportional Accumulated Dividend (as
hereinafter defined), calculated as of the Class A Dividend Payment Date, is set
apart for the benefit of the Class B Preferred Stock to be paid on the next
Class B Dividend Payment Date, and (z) on such Class A Dividend Payment Date, no
violation shall have occurred which has not been cured of the provisions of
Sections B(5)(a) - (e). The Corporation shall not declare or pay or set apart
for payment less than all of the cash dividends payable on the shares of Class A
Preferred Stock for any dividend period unless simultaneously therewith an
amount equal to the Class B Proportional Accumulated Dividend (as hereinafter
defined), calculated as of the Class A Dividend Payment Date, is set apart for
the benefit of the Class B Preferred Stock to be paid on the next Class B
Dividend Payment Date. If full cumulative dividends have not been paid or,
pursuant to the provisions of this Section A(1)(b), are not entitled to be paid
on shares of the Class A Preferred Stock, any dividends thereafter declared on
shares of the Class A Preferred Stock shall be paid pro rata to the holders of
outstanding shares of the Class A Preferred Stock. Holders of the shares of
Class A Preferred Stock shall not be entitled to any cash dividends, in excess
of full cumulative dividends as set forth in this paragraph. No interest or sum
of money in lieu of interest shall be payable in respect of any dividend payment
or payments on the Class A Preferred Stock which may be in arrears.

               The "Class B Proportional Accumulated Dividend" shall be an
amount equal to the result obtained by multiplying (i) the aggregate amount
available for declaration and payment as a cash dividend to all holders of
Convertible Preferred Stock on the Class A Dividend Payment Date times (ii) the
result obtained by dividing (A) the aggregate amount of accumulated but unpaid
cash dividends on the Class B Preferred Stock for each Class B dividend period
or part thereof as of the Class A Dividend Payment Date (computed for partial
Class B dividend periods by multiplying the Class B Dividend Rate (as
hereinafter defined) applicable to such partial Class B dividend period by a
fraction the numerator of which shall be the number of days in such partial
Class B dividend period prior to the Class A Dividend Payment Date (calculated
by counting the first day thereof but excluding the last day thereof) and the
denominator of which shall be 360) by (B) the aggregate amount of all
accumulated but unpaid dividends on the Convertible Preferred Stock as of the
Class A Dividend Payment Date.

               c.   Class A Dividend Rate.  The dividend rate (the "Class A
Dividend Rate") on each share of Class A Preferred Stock shall be 8% per share
per annum on the Class A Liquidation Preference (as hereinafter defined) of each
such share for the period from the Class A Date of Original Issue until the
Initial Class A Dividend Payment Date and, for each dividend period thereafter,
which shall commence on the last day of the preceding dividend period and shall
end on the next Class A Dividend Payment Date, shall be at the Class A Dividend
Rate (as adjusted from time to time as hereinafter provided) on such Class A
Liquidation Preference and no more.  The amount of dividends per share of the
Class A Preferred Stock payable for each dividend period or part thereof shall
be computed by multiplying the Class A Dividend Rate for such dividend period by
a fraction the numerator of which shall be the number of days in the dividend
period or part thereof (calculated by counting the first day thereof but
excluding the last day thereof) such share

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<PAGE>

was outstanding and the denominator of which shall be 360 and multiplying the
result by the Class A Liquidation Preference. Any such dividend declared shall
be payable in kind in additional shares of Class A Preferred Stock. The
Corporation shall issue, in payment of such dividend, such number of shares of
Class A Preferred Stock as will have an aggregate Class A Liquidation Preference
equal to the amount of the dividend so payable by the Corporation. In
furtherance thereof, the Corporation shall reserve out of the authorized but
unissued shares of Class A Preferred Stock, solely for issuance in respect of
the payment of dividends as herein described, a sufficient number of shares of
Class A Preferred Stock to pay such dividends, when, if and as declared by the
Board of Directors of the Corporation. Notwithstanding anything to the contrary
contained herein, from and after July 15, 2001, the Class A Dividend Rate shall
increase to 10% per annum on the Class A Liquidation Preference of the shares of
Class A Preferred Stock, and thereafter, the Class A Dividend Rate shall
increase by an additional 2% per annum on each successive Class A Dividend
Payment Date. All such dividends accruing from and after July 15, 2001 shall be
payable in cash.

               d.   Purchase of Class A Preferred Stock if Dividends are in
Arrears.  So long as any shares of the Class A Preferred Stock are outstanding,
the Corporation may not purchase or otherwise acquire for any consideration
(except through a redemption of all the outstanding shares of the Class A
Preferred Stock) any shares of the Class A Preferred Stock during any period
when dividends on the Class A Preferred Stock are in arrears for any past
dividend period.

               e.   Waiver of Limitation on Dividends.  Dividends may be paid on
the Class A Preferred Stock even if, after giving effect thereto, the
Corporation's total assets would be less than the sum of its total liabilities,
plus the amount that would be needed, if the Corporation were to be dissolved at
the time of such distribution, to satisfy the preferential rights upon
dissolution of stockholders, if any, whose preferential rights are superior to
those receiving the distribution.

          2.   Voting Rights.

               a.   Except as otherwise provided herein or by law, the holders
of Class A Preferred Stock shall have full voting rights and powers, and they
shall be entitled to vote on all matters as to which holders of Common Stock
shall be entitled to vote, voting together with the holders of Common Stock and
the Class B Preferred Stock as one class; provided, however, that solely with
respect to the right to elect and remove directors, the holders of the Class A
Preferred Stock shall not be entitled to vote pursuant to this Section A(2)(a).
The provisions of Section A(2)(b) hereof shall govern the rights of the holders
of Class A Preferred Stock with respect to the election and removal of
directors.  Each holder of shares of Class A Preferred Stock shall be entitled
to the number of votes equal to the number of shares of Common Stock into which
such shares of Class A Preferred Stock could be converted. Fractional votes
shall not, however, be permitted and any fractional voting rights resulting from
the above formula (after aggregating all shares into which shares of Class A
Preferred Stock held by each holder could be converted) shall be rounded to the
nearest whole number (with one-half being rounded upward).

                                       4
<PAGE>

               b.   In addition to the rights specified in Section A(2)(a) and
Section A(4) hereof, the holders of the Class A Preferred Stock, voting
separately as one class, shall have the exclusive and special right at all times
to elect that number of directors to the Board of Directors of the Corporation
(each, a "Class A Preferred Director") as is proportional to their percentage
ownership of the Corporation's shares of Common Stock, assuming conversion of
all shares of Convertible Preferred Stock then outstanding (with fractional
numbers rounded upward to the nearest whole number) and at all times to remove
such directors.  Such directors shall be elected by the vote of the holders of a
majority, and removed by the vote of the holders of two-thirds (2/3), of the
shares of Class A Preferred Stock then outstanding.  The right of holders of the
Class A Preferred Stock contained in this Section A(2)(b) may be exercised
either at a special meeting of the holders of Class A Preferred Stock, or at any
annual or special meeting of the stockholders of the Corporation, or by written
consent of such holders in lieu of a meeting.  Upon the written request of the
holders of record of at least 33-1/3% of the Class A Preferred Stock then
outstanding, the Secretary of the Corporation shall call a special meeting of
the holders of Class A Preferred Stock for the purpose of (i) removing any
director elected pursuant to this A(2)(b) and/or (ii) electing directors to fill
a vacancy in the directorship authorized to be filled by the holders of Class A
Preferred Stock pursuant to this Section A(2)(b). Such meeting shall be held at
the earliest practicable date.

               At any meeting held for the purpose of electing or removing
directors at which the holders of Class A Preferred Stock shall have the right
to elect or remove directors as provided in this Section A(2)(b), the presence,
in person or by proxy, of the holders of record of two-thirds (2/3) of the Class
A Preferred Stock then outstanding shall be required to constitute a quorum of
the Class A Preferred Stock for such election.

               A vacancy in the directorship to be elected by the holders of
Class A Preferred Stock pursuant to this Section A(2)(b) may be filled only by
vote or written consent in lieu of a meeting of the holders of a majority of the
shares of Class A Preferred Stock then outstanding and may not be filled by the
remaining directors.

          3.   Rights on Liquidation.

               a.   In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (any such event being hereinafter
referred to as a "Liquidation") occurring prior to the first anniversary of the
Class B Original Issue Date (as defined in Section B(1)(a) below), before any
distribution of assets of the Corporation shall be made to or set apart for the
holders of any class of capital stock of the Corporation, including the holders
of Common Stock or the holders of Class B Preferred Stock, the holders of Class
A Preferred Stock shall receive payment out of such assets of the Corporation in
an amount per share equal to equal to $1,000 (such amount being referred to as
the "Class A Liquidation Preference"), plus any accumulated and unpaid dividends
thereon (whether or not earned or declared).  If the assets of the Corporation
available for distribution to the holders of the Class A Preferred Stock shall
not be sufficient at such time to make in full the payment herein required, such
assets shall be distributed pro-rata among the holders of

                                       5
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the Class A Preferred Stock. If the assets of the Corporation available for
distribution to the holders of Class A Preferred Stock shall exceed the
distribution required to be made to the holders of Class A Preferred Stock, the
holders of Class B Preferred Stock shall receive payment out of such assets of
the Corporation in an amount per share equal to the Class B Preference Amount
(as defined in Section B(2)(a) below). Upon the occurrence of a Liquidation on
and after the first anniversary of the Class B Original Issue Date, the Class A
Preferred Stock and the Class B Preferred Stock shall rank on a parity as to the
receipt of the Class A Liquidation Preference and the Class B Preference Amount.
If the assets of the Corporation available for distribution to the holders of
Convertible Preferred Stock shall not be sufficient at such time to make in full
the payment herein required, such assets shall be distributed pro-rata among the
holders of Convertible Preferred Stock based on the aggregate Class A
Liquidation Preferences of the shares of Class A Preferred Stock or the
aggregate Class B Preference Amounts of the shares of Class B Preferred Stock,
as the case may be, held by each such holder. In any event, if the assets of the
Corporation available for distribution to the holders of Convertible Preferred
Stock shall exceed the distribution required to be made to the holders of Class
A Preferred Stock and the Class B Preferred Stock as herein described, such
excess assets shall be distributed pro-rata among the holders of Common Stock.

               b.   Unless such event has been approved by the holders of at
least 66 2/3% of the shares of Class A Preferred Stock in accordance with
Section A(4) below, any consolidation, merger or a statutory share exchange
(other than a merger with a wholly-owned subsidiary of the Corporation or a
consolidation, merger, share exchange or other business combination in which the
outstanding voting stock of the Corporation immediately prior to such
consolidation, merger, share exchange or business combination constitutes a
majority of the voting stock of the surviving entity) in which the outstanding
shares of capital stock of the Corporation are exchanged for securities or other
consideration of or from another corporation, or a sale, lease, transfer or
other disposition of all or substantially all the assets or stock of the
Corporation shall be deemed a Liquidation; provided that the limitation in the
priority of payment of the Class B Preference Amount set forth in Section
A(3)(a) above in respect of Liquidations occurring prior to the first
anniversary of the Class B Original Issue Date shall not apply to any such
event, regardless of the date of such Liquidation.

               c.   Whenever the distribution provided for in this Section A(3)
shall be paid in property other than cash, the value of such distribution shall
be the fair value thereof determined in good faith by the Board of Directors of
the Corporation.

               d.   Payment in full to the holders of Class A Preferred Stock of
the Class A Liquidation Preference shall effect a complete cancellation and
redemption of the Class A Preferred Stock.

               e.   In the event that outstanding shares of Class A Preferred
Stock shall be subdivided into a greater number of shares of Class A Preferred
Stock, the Class A Liquidation Preference in effect immediately prior to each
such subdivision, simultaneously with the effectiveness of such subdivision,
shall be proportionately reduced, and, conversely, in case outstanding shares

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<PAGE>

of Class A Preferred Stock shall be combined into a smaller number of shares of
Class A Preferred Stock, the Class A Liquidation Preference in effect
immediately prior to each such combination, simultaneously with the
effectiveness of such combination, shall be proportionately increased.

          4.   Actions Requiring the Consent of Holders of Class A Preferred
Stock.  As long as any shares of Class A Preferred Stock are outstanding, the
consent of the holders of at least 66-2/3% of the shares of Class A Preferred
Stock at the time outstanding, voting separately as a class, given in person or
by proxy, either in writing without a meeting or by vote at a meeting called for
the purpose, shall be necessary for effecting or validating any of the following
transactions:

               a.   Any amendment, alteration or repeal of any of the provisions
of the Articles of Incorporation, as amended, or the By-laws of the Corporation
which (i) increases the number of authorized shares of the Class A Preferred
Stock, (ii) adversely affects the rights, preferences or powers of the Class A
Preferred Stock or of the holders thereof, (iii) decreases the required time for
the giving of any notice to which the holders of Class A Preferred Stock may be
entitled, or (iv) amends, alters or repeals Section A(4)(g) hereof;

               b.   The authorization or creation of, or the increase in the
number of authorized shares of any stock of any class, or any security
convertible into stock of any class, or the authorization or creation of any new
class of preferred stock (or any action which would result in another series of
preferred stock);

               c.   Any merger or consolidation including the Corporation, or
any sale, lease, transfer or other disposition of all or substantially all of
the assets of the Corporation;

               d.   Any Liquidation of the Corporation;

               e.   The declaration or payment of any dividends to the holders
of Common Stock of the Corporation or any other class of capital stock of the
Corporation, other than the Class A Preferred Stock or the Class B Preferred
Stock as provided herein;

               f.   The repurchase or redemption of any shares of capital stock
of the Corporation, other than the redemption of the Class A Preferred Stock or
the Class B Preferred Stock as herein provided; or

               g.   Any increase in the number of directors of the Corporation.

               In furtherance and not in limitation of the foregoing, the
Corporation shall not in any manner, whether by amendment of the Articles of
Incorporation (including, without limitation, any Certificate of Designation),
merger, reorganization, recapitalization, consolidation, sale of assets, sale of
stock, tender offer, dissolution or otherwise, directly or indirectly, take any
action, or permit any action to be taken, solely or primarily for the purpose of
increasing the value of any class of

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stock of the Corporation if the effect of such action is reasonably likely to
reduce the value, security, rights or preferences of the Class A Preferred
Stock.

          5.   Redemption.

               a.   Following notice pursuant to Section A(5)(b)(ii) hereof
given to all holders of Class A Preferred Stock during the period (the "Class A
Redemption Period") commencing July 15, 1998 and continuing for so long as
shares of Class A Preferred Stock are outstanding, the Corporation may at the
option of the Board of Directors, redeem in whole or in part the shares of Class
A Preferred Stock subject to the right of the holders of Class A Preferred Stock
to convert the same into shares of the Corporation's Common Stock, as herein
described, provided, however, that all preferred dividends payable on any
outstanding shares of Class B Preferred Stock shall have been paid through the
Class B Dividend Payment Date (as hereinafter defined) immediately preceding the
Class A Redemption Date (as hereinafter defined).  The Corporation shall effect
any such redemption by paying in cash for each such share to be redeemed an
amount equal to the Class A Liquidation Preference, per share, plus any
accumulated and unpaid dividends thereon (whether or not earned or declared) on
such shares to the Class A Redemption Date (such total amounts are hereinafter
referred to as the "Class A Redemption Price").

               b.   (i)    In the event of any redemption pursuant hereto, the
Corporation shall effect such redemption as follows. The number of shares
subject to redemption shall be allocated pro rata among the holders of
outstanding shares of Class A Preferred Stock based upon the number of shares
held by each such holder.

                    (ii)   During the Class A Redemption Period, and at least 30
but no more than 60 days prior to the date fixed for any redemption of Class A
Preferred Stock (the "Class A Redemption Date"), written notice shall be mailed
by first-class certified or registered mail, return receipt requested, postage
prepaid, to each holder of record of Class A Preferred Stock to be redeemed,
notifying such holder of the redemption to be effected, specifying the Class A
Redemption Date, the Class A Redemption Price, the place at which payment may be
obtained and the date on which such holder's rights to convert such Class A
Preferred Stock into Common Stock shall terminate and calling upon such holder
to surrender to the Corporation, in the manner and at the place designated, his
certificate or certificates representing the shares to be redeemed (the "Class A
Redemption Notice").  Except as provided in Section A(5)(b)(iii), on or after
the Class A Redemption Date, each holder of Class A Preferred Stock to be
redeemed shall surrender to the Corporation the certificate or certificates
representing such shares, in the manner and at the place designated in the Class
A Redemption Notice, and thereupon the Class A Redemption Price of such shares
shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled; provided, however, that the holder of any shares
of Class A Preferred Stock shall have the right, at any time prior to the close
of business on any Class A Redemption Date as may have been fixed in any Class A
Redemption Notice with respect to such shares, to convert such shares into
shares of Common

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Stock in accordance with Section A(6) below. In the event less than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares.

                    (iii)  From and after the close of business on the Class A
Redemption Date, unless there shall have been a default in payment of the Class
A Redemption Price, all rights of the holders of the shares of Class A Preferred
Stock designated for redemption as holders of Class A Preferred Stock (except
the right to receive the Class A Redemption Price without interest upon
surrender of their certificate or certificates) shall cease with respect to such
shares, and such shares shall not thereafter be transferred on the books of the
Corporation or be deemed to be outstanding for any purpose whatsoever.

                    (iv)   Three days prior to the Class A Redemption Date, the
Corporation shall deposit the Class A Redemption Price of all outstanding shares
of Class A Preferred Stock designated for redemption in the Class A Redemption
Notice, and not yet redeemed or converted, with a bank or trust company having
aggregate capital and surplus in excess of $50,000,000 as a trust fund for the
benefit of the respective holders of the shares designated for redemption and
not yet redeemed. Simultaneously, the Corporation shall deposit irrevocable
instructions and authorize such bank or trust company to pay, on and after the
date fixed for redemption or prior thereto, the Class A Redemption Price of the
Class A Preferred Stock to the holders thereof upon surrender of their
certificates. Any monies deposited by the Corporation pursuant to this Section
A(5)(b)(iv) for the redemption of shares which are thereafter converted into
shares of Common Stock pursuant to Section A(6) hereof no later than the close
of business on the Class A Redemption Date shall be returned to the Corporation
forthwith upon such conversion.  The balance of any monies deposited by the
Corporation pursuant to this Section A(5)(b)(iv) remaining unclaimed at the
expiration of two years following the Class A Redemption Date shall thereafter
be returned to the Corporation, provided that the shareholder to which such
monies would be payable hereunder shall be entitled, upon proof of its ownership
of the Class A Preferred Stock and payment of any bond requested by the
Corporation, to receive such monies but without interest from the Class A
Redemption Date.

               c.   Preferential Redemption Right.  If at any time between the
Class B Original Issue Date and the first anniversary of the Class B Original
Issue Date, the Corporation shall elect to redeem all outstanding shares of the
Class B Preferred Stock, then at least thirty (30) days (but not more than
forty-five (45) days) prior to the business day immediately preceding the date
fixed for such redemption of the Class B Preferred Stock (such date preceding
the date fixed for such redemption, the "Class A Preferential Redemption Date"),
the Corporation shall mail a written notice (the "Class A Preferential
Redemption Notice"), first class postage pre-paid, to each holder of record of
the Class A Preferred Stock at the close of business on the business day
preceding the day on which the Class A Preferential Redemption Notice is given,
notifying such holder that the Board of Directors of the Corporation has
determined to redeem all outstanding shares of Class B Preferred Stock on the
business day immediately succeeding the Class A Preferential Redemption Date,
subject to the prior right of the holders of Class A Preferred Stock to have all
shares of Class A Preferred Stock redeemed. The Class A Preferential Redemption
Notice (i) shall

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<PAGE>

specify the Class A Preferential Redemption Date, the Class A Redemption Price,
and the place at which payment may be obtained, (ii) shall advise such holder of
its right to elect to have its shares of Class A Preferred Stock redeemed on the
Class A Preferential Redemption Date before any sums shall be paid or any assets
shall be distributed in connection with the redemption of any Class B Preferred
Stock, and that if such election is made, such shares of Class A Preferred Stock
shall be redeemed as of the Class A Preferential Redemption Date and (iii) shall
advise such holder that unless the Corporation shall have received the written
election to be redeemed by the close of business on the business day immediately
preceding the Class A Preferential Redemption Date, then the shares of such
holder's Class A Preferred Stock shall not be redeemed as of the Class A
Preferential Redemption Date but shall continue to remain outstanding as Class A
Preferred Stock. On the Class A Preferential Redemption Date, the Corporation
shall set aside monies in an amount sufficient to pay the aggregate Class A
Redemption Price for all shares of Class A Preferred Stock for which the
Corporation shall have received a written notice of election to be redeemed, and
the monies payable to each such holder shall be paid upon such holder's
surrender to the Corporation in the manner and at the place designated, of its
certificate representing shares of Class A Preferred Stock to be redeemed.

               d.   Redemption of Class A Preferred Stock if Dividends are in
Arrears. Notwithstanding the provisions of this Section A(5), shares of the
Class A Preferred Stock may not be redeemed, other than in whole, unless, at the
Class A Redemption Date (or Class A Preferential Redemption Date), all
accumulated and unpaid dividends on the outstanding shares of the Class A
Preferred Stock for all past dividend periods shall have been or are being
contemporaneously paid or declared and set apart for payment.

               e.   Status of Redeemed or Purchased Shares.  Any shares of the
Class A Preferred Stock at any time purchased, redeemed or otherwise acquired by
the Corporation shall not be reissued and shall be retired.

          6.   Conversion.

               a.   Right to Convert.  The holder of any share or shares of
Class A Preferred Stock shall have the right at any time, at such holder's
option, to convert all or a portion of such shares of Class A Preferred Stock
held by such holder into such number of fully paid and non assessable shares of
Common Stock as is determined by dividing (i) the aggregate Class A Liquidation
Preference of the shares of Class A Preferred Stock to be converted by (ii) the
Class A Conversion Value (as hereinafter defined) then in effect for such Class
A Preferred Stock. No fractional shares or scrip representing fractional shares
shall be issued upon the conversion of any Class A Preferred Stock. With respect
to any fraction of a share of Common Stock called for upon any conversion, the
Corporation shall pay to the holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined in good faith by
the Board of Directors of the Corporation.

                                       10
<PAGE>

               b.   Mechanics of Conversion. Such right of conversion shall be
exercised by the holder of shares of Class A Preferred Stock by giving prior
written notice to the Corporation (the "Class A Conversion Notice") that such
holder elects to convert a stated number of shares of Class A Preferred Stock
(the "Conversion Shares") into shares of Common Stock on the date specified in
the Class A Conversion Notice (which date shall not be earlier than the date of
the Class A Conversion Notice), and by surrender of the certificate or
certificates representing such Conversion Shares. The Class A Conversion Notice
shall also contain a statement of the name or names (with addresses) in which
the certificate or certificates for Common Stock shall be issued. Promptly after
the receipt of the Class A Conversion Notice and surrender of the Conversion
Shares, the Corporation shall issue and deliver, or cause to be delivered, to
the holder of the Conversion Shares or his nominee or nominees, a certificate or
certificates for the number of shares of Common Stock issuable upon the
conversion of such Conversion Shares. Such conversion shall be deemed to have
been effected as of the close of business on the date specified in the Class A
Conversion Notice, and the person or persons entitled to receive the shares of
Common Stock issuable upon conversion shall be treated for all purposes as the
holder or holders of record of such shares of Common Stock as of the close of
business on such date.

               c.   Common Stock Reserved. The Corporation shall at all times
reserve and keep available out of its authorized but unissued Common Stock,
solely for issuance upon the conversion of shares of Class A Preferred Stock as
herein provided, such number of shares of Common Stock as shall from time to
time be issuable upon the conversion of all the shares of Class A Preferred
Stock at the time outstanding.  All such shares of Common Stock shall have
either been listed or approved for listing subject to official notice of
issuance with the National Association of Securities Dealers Automated Quotation
System, if such shares are then listed thereon, or on such other securities
exchange as such shares may be listed on at the time in question.  Such shares
shall also have been registered under the Securities Exchange Act of 1934, as
amended.

               d.   Conversion Value. The initial conversion value for the Class
A Preferred Stock shall be $1.50 per share of Common Stock, such value to be
subject to adjustment in accordance with the provisions of this Section A(6)(d).
Such conversion value in effect from time to time, as adjusted pursuant to this
Section A(6)(d), is referred to herein as a "Class A Conversion Value." All of
the remaining provisions of this Section A(6)(d) shall apply separately to each
Class A Conversion Value in effect from time to time with respect to Class A
Preferred Stock.

                    (i)    In the event the Corporation shall, at any time or
from time to time, issue or sell any shares of Common Stock (including treasury
shares), other than any such sales pursuant to options or warrants that are
outstanding as of July 15, 1996, for a consideration per share less than the
Class A Conversion Value in effect for the Class A Preferred Stock immediately
prior to the time of such issue or sale, then, forthwith upon such issue or
sale, the Class A Conversion Value for the Class A Preferred Stock shall be
reduced to a price equal to the consideration per share paid for such Common
Stock. For purposes of this Section A(6)(d)(i), the following provisions shall
also be applicable:

                                       11
<PAGE>

                           (1)   In the event the Corporation shall, in any
manner, grant any right to subscribe for or to purchase, or any option for the
purchase of, Common Stock or any stock or other securities convertible into or
exchangeable for Common Stock (such convertible or exchangeable stock or
securities being hereinafter referred to for purposes of this Section A(6)(d) as
"Convertible Securities"), whether or not such rights or options are immediately
exercisable, and the minimum price per share for which Common Stock is issuable
pursuant to such rights or options or upon conversion or exchange of such
Convertible Securities (determined by dividing (i) the total amount, if any,
received or receivable by the Corporation as consideration for the granting of
such rights or options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon the exercise of such rights or
options, plus, in the case of such Convertible Securities, the minimum aggregate
amount of additional consideration payable upon the conversion or exchange
thereof, by (ii) the total maximum number of shares of Common Stock issuable
upon the exercise of such rights or options or upon the conversion or exchange
of all such Convertible Securities) shall be less than the Class A Conversion
Value in effect for the Class A Preferred Stock, immediately prior to the time
of the granting of such rights or options, then for the purposes of determining
the Class A Conversion Value for the Class A Preferred Stock, the Corporation
shall be deemed to have issued shares of Common Stock at such price per share as
of the date of granting of such rights or options, and the adjustment of the
Class A Conversion Value required by this Section A(6)(d)(i) shall be made as of
the date of granting of such rights or options; provided, however, that no
further adjustment of such Class A Conversion Value shall be made upon the
actual issue of Common Stock or Convertible Securities upon the exercise of such
rights or options or upon the issue of such Common Stock upon conversion or
exchange of such Convertible Securities.

                           (2)   In the event the Corporation shall in any
manner issue or sell any Convertible Securities, whether or not the rights to
convert or exchange thereunder are immediately exercisable, and the price per
share for which shares of Common Stock are issuable upon the conversion or
exchange of such Convertible Securities (determined by dividing (i) the total
amount, if any, received or receivable by the Corporation in consideration of
the issue or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon
conversion or exchange thereof by (ii) the total number of shares of Common
Stock issuable upon the conversion or exchange of all such Convertible
Securities) shall be less than the Class A Conversion Value in effect for the
Class A Preferred Stock immediately prior to the time of the issue or sale of
such Convertible Securities, then for purposes of determining the Class A
Conversion Value for such Class A Preferred Stock, the Corporation shall be
deemed to have issued shares of Common Stock at such price per share as of the
date of the issue or sale of such Convertible Securities, and the adjustment of
the Class A Conversion Value required by this Section A(6)(d)(i) shall be made
as of the date of the issue or sale of such Convertible Securities; provided,
however, that no further adjustment of such Class A Conversion Value shall be
made upon the actual conversion or exchange of such Convertible Securities.

                           (3)   In the event any shares of Common Stock or
Convertible Securities or any rights or options to purchase any such stock or
securities shall be issued for cash, the consideration received therefor, less
any out-of-pocket expenses incurred and any

                                       12
<PAGE>

underwriting commissions or concessions paid or allowed by the Corporation in
connection therewith, shall be deemed to be the amount of consideration received
by the Corporation therefor. The Board of Directors of the Corporation shall
determine (irrespective of any treatment thereof on the books of account of the
Corporation) the fair value of any consideration other than money received upon
any such issue, and shall, in case any of the foregoing is issued with other
stock, securities or assets of the Corporation determine in good faith what part
of the consideration received therefor is applicable to the issue of the Common
Stock, Convertible Securities or rights or options for the purchase thereof.

                    (ii)   Notwithstanding the provisions of Section A(6)(d)(i)
hereof, in the event the Corporation shall, at any time, issue any shares of
Common Stock (A) by stock dividend or any other distribution upon any stock of
the Corporation payable in Common Stock or in Convertible Securities or (B) in
subdivision of its outstanding Common Stock, by reclassification or otherwise,
the Class A Conversion Value then in effect shall be reduced proportionately,
and, in like manner, in the event of any combination of shares of Common Stock,
by reclassification or otherwise, the Class A Conversion Value then in effect
shall be proportionately increased.

                    (iii)  If any capital reorganization or reclassification of
the Common Stock of the Corporation, or consolidation or merger of the
Corporation with or into another corporation, or the sale or conveyance of all
or substantially all of its assets to another corporation shall be effected,
then, as a condition of such reorganization, reclassification, consolidation,
merger or sale, lawful or adequate provision shall be made whereby the holders
of Class A Preferred Stock shall thereafter have the right to receive, in lieu
of the shares of Common Stock of the Corporation immediately theretofore
receivable upon the exercise of their conversion rights, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore receivable upon the exercise
of such rights had such reorganization, reclassification, consolidation, merger
or sale not taken place, and, in such case, appropriate provision shall be made
with respect to the rights and interests of the holders of Class A Preferred
Stock to the end that such conversion rights (including, without limitation,
provisions for adjustment of the Class A Conversion Value) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise thereof. The
Corporation shall not effect any such consolidation, merger or sale without the
consent of the holders of Class A Preferred Stock as herein described.

                    (iv)   In the event that (A) there shall be any decrease in
the purchase price provided for in any right or option referred to in Section
A(6)(d)(i)(1) hereof or the additional consideration, if any, payable upon the
conversion or exchange of any Convertible Securities referred to in Section
A(6)(d)(i)(1) hereof or Section A(6)(d)(i)(2) hereof, or (B) there shall be any
increase in the rate at which any Convertible Securities referred to in Section
A(6)(d)(i)(1) hereof or Section A(6)(d)(i)(2) hereof are convertible into or
exchangeable for shares of Common Stock, the Class A Conversion Value in effect
at the time of such decrease or increase shall forthwith be reduced to the Class
A Conversion Value which would have been in effect at such time had such

                                       13
<PAGE>

outstanding rights or options or Convertible Securities provided for such
decreased purchase price or additional consideration or increased conversion
rate, as the case may be, at the time initially granted, issued or sold.

                    (v)    Each adjustment in each Class A Conversion Value
shall be calculated to the nearest cent.

                    (vi)   If any event occurs as to which in the opinion of the
Board of Directors the other provisions of this Section A(6)(d) are not strictly
applicable or if strictly applicable would not fairly protect the conversion
rights of the Class A Preferred Stock in accordance with the intent and
principles of such provisions, then the Board of Directors shall make an
adjustment in the application of such provisions, in accordance with such intent
and principles, so as to protect such conversion rights as aforesaid, but in no
event shall any such adjustment have the effect of increasing any Class A
Conversion Value as otherwise determined pursuant to this Section A(6)(d) except
in the event of a combination of shares of the type contemplated in Section
A(6)(d)(ii) hereof and then in no event in an amount greater than such Class A
Conversion Value as adjusted pursuant to Section A(6)(d)(ii) hereof.

               e.   Stock Transfer Taxes. The issue of stock certificates upon
conversion of the Class A Preferred Stock shall be made without charge to the
converting holder for any tax in respect of such issue. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares in any name other than
that of the holder of any of the Class A Preferred Stock converted, and the
Corporation shall not be required to issue or deliver any such stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid.

               f.   Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Class A Conversion Value, 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 Class
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 Class A Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (i) such adjustments and readjustments, (ii) the
Class A Conversion Value at the time in effect for the Class A Preferred Stock
and (iii) the number of shares of Common Stock and the amount, if any, or other
property which at the time would be received upon the conversion of Class A
Preferred Stock owned by such holder.

               g.   Notices of Record Date. In the event of any fixing by the
Corporation of a record date for the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any shares of
Common Stock or other securities, or any right to subscribe for, purchase or
otherwise

                                       14
<PAGE>

acquire, or any option for the purchase of, any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Class A Preferred Stock at least thirty (30) days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution or
rights, and the amount and character of such dividend, distribution or right.

               h.   Notices.  Any notice required by the provisions of this
Section A(6) to be given to the holders of shares of Class A Preferred Stock
shall be deemed given upon receipt if personally delivered with receipt
acknowledged, or upon receipt if delivered by a reputable overnight courier
service or by United States first-class certified or registered mail, return
receipt requested, postage prepaid, and addressed to each holder of record at
his address appearing on the books of the Corporation.

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

          8.   Defaults.  In the event (i) the Corporation defaults in the
payment of any dividend on a Class A Dividend Payment Date, whether or not such
dividend is earned or declared, (ii) the Corporation defaults in the payment of
the Class B Preferred Dividend on six (6) consecutive Class B Dividend Payment
Dates (as hereinafter defined) or (iii) the aggregate amount of all accumulated
but unpaid Class B Preferred Dividends (as hereinafter defined) shall equal or
exceed the amount of $18 per share of Class B Preferred Stock, then each
director elected by the holders of the Class A Preferred Stock pursuant to
Section A(2)(b) hereof shall have the absolute right, immediately upon the
occurrence of any such default and continuing until such default has been cured,
to cast two votes on all matters as to which the directors are entitled to vote,
while each director elected by the holders of Common Stock shall have the right
to cast one vote with respect to such matters.  Such votes, together with the
number of votes of the Class B Preferred Director (as hereinafter defined) if
there shall then be a Class B Preferred Director pursuant to Section B(3)(c),
shall collectively constitute not less than a majority of all votes which the
Board of Directors shall be entitled to cast. The Corporation shall give
immediate written notice to the holders of Class A Preferred Stock of the
occurrence of any default specified herein.

                                       15
<PAGE>

          9.   Notices of Record Date.  In the event of any:

               a.   except with respect to dividends payable to holders of Class
B Preferred Stock pursuant to Section B(1), taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase, or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right; or

               b.   capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger, consolidation, or share exchange of the Corporation, or any transfer
of all or substantially all the assets of the Corporation to any other
corporation, or any other entity or person; or

               c.   Liquidation of the Corporation;

then and in each such event the Corporation shall mail or cause to be mailed to
each holder of Class A Preferred Stock a notice specifying (i) the record date
for such dividend, distribution, or right and a description of such dividend,
distribution, or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger, share
exchange or Liquidation is expected to become effective, and (iii) the time, if
any, that is to be fixed as to when the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, share exchange or Liquidation.  Such notice shall be mailed at least ten
(10) days prior to the date specified in such notice on which such action is to
be taken.

     B.   Class B Preferred Stock

          Each share of Class B Preferred Stock shall be subject to the
following provisions:

          1.   Dividends.

               a.   The holders of Class B Preferred Stock shall be entitled to
receive dividends on a cumulative basis from the actual date of original issue
of each share of Class B Preferred Stock (the "Class B Original Issue Date"),
whether or not declared, out of funds legally available therefor, at the annual
rate of $12.00 per share (as adjusted for any stock dividends, combinations, or
splits with respect to such shares or pursuant to the provisions of Section
B(1)(b) hereof, the "Class B Dividend Rate"), payable quarterly on the first day
of each February, May, August, and November in each year (each a "Class B
Dividend Payment Date") or otherwise upon the occurrence of an event described
in Sections B(2), (4) or (6) hereof, prorated for any partial year
(collectively, the "Class B Preferred Dividend").  Payments shall commence on
the first Class B Dividend Payment Date to occur after the Class B Original
Issue Date, to the holders of record of the Class B Preferred Stock on the
fifteenth day of the month preceding each such Class B Dividend

                                       16
<PAGE>

Payment Date, in the initial amount of $3.00 per share on each such Class B
Dividend Payment Date, or such lesser amount as shall result from any proration
in respect of any partial quarterly period. The amount of Class B Preferred
Dividends payable upon the occurrence of any event described in Sections B(2),
(4) or (6) hereof shall be computed by multiplying the applicable Class B
Dividend Rate by a fraction, the numerator of which shall be the number of days
since the preceding Class B Dividend Payment Date to the date of payment of such
partial Class B Preferred Dividend and the denominator of which shall be 360.

               b.   Beginning on the fifth anniversary of the Class B Original
Issue Date and subsequently on the date occurring every six (6) months
thereafter, the Class B Dividend Rate shall be adjusted by increasing the Class
B Dividend Rate then in effect by $2.00 per share (as adjusted for any stock
dividends, combinations, or splits with respect to such shares).

               c.   No dividends shall be declared or paid or set apart for
payment on the shares of Common Stock or any other class or series of capital
stock of the Corporation (other than dividends on shares of the Class A
Preferred Stock and the Class B Preferred Stock, in each case as further
provided herein) for any dividend period unless full cumulative dividends have
been or contemporaneously are declared and paid on (i) the Class A Preferred
Stock through the most recent Class A Dividend Payment Date, and (ii) the Class
B Preferred Stock through the most recent Class B Dividend Payment Date.  The
Corporation shall not declare or pay or set apart for payment any cash dividends
on the shares of Class B Preferred Stock for any dividend period unless (x) full
cumulative dividends (to the extent payable in cash) have been or
contemporaneously are declared and paid on the Class A Preferred Stock through
the most recent Class A Dividend Payment Date or (y) simultaneously therewith an
amount equal to the Class A Proportional Accumulated Dividend (as hereinafter
defined), calculated as of the Class B Dividend Payment Date, is set apart for
the benefit of the Class A Preferred Stock to be paid on the next Class A
Dividend Payment Date and (z) on such Class B Dividend Payment Date, no
violation shall have occurred which has not been cured of the provisions of
Section A(2)(b) or Section A(4)(a)-(g) (excluding the last paragraph of Section
A(4)), or Section A(7).  The Corporation shall not declare or pay or set apart
for payment less than all of the cash dividends payable on the shares of Class B
Preferred Stock for any dividend period unless simultaneously therewith an
amount equal to the Class A Proportional Accumulated Dividend (as hereinafter
defined), calculated as of the Class B Dividend Payment Date, is set apart for
the benefit of the Class A Preferred Stock to be paid on the next Class A
Dividend Payment Date.  If full cumulative dividends have not been paid or,
pursuant to the provisions of this Section B(1)(c), are not entitled to be paid
on shares of the Class B Preferred Stock, any dividends thereafter declared on
shares of the Class B Preferred Stock shall be paid pro rata to the holders of
outstanding shares of the Class B Preferred Stock.  Holders of the shares of
Class B Preferred Stock shall not be entitled to any cash dividends in excess of
full cumulative dividends as set forth in this Section B(1)(c).  No interest or
sum of money in lieu of interest shall be payable in respect of any dividend
payment or payments on the Class B Preferred Stock which may be in arrears.

                    The "Class A Proportional Accumulated Dividend" shall be an
amount equal to the result obtained by multiplying (i) the aggregate amount
available for declaration and

                                       17
<PAGE>

payment as a cash dividend to all holders of Convertible Preferred Stock on the
Class B Dividend Payment Date times (ii) the result obtained by dividing (A) the
aggregate amount of accumulated but unpaid cash dividends on the Class A
Preferred Stock for each Class A dividend period or part thereof as of the Class
B Dividend Payment Date (computed for partial Class A dividend periods by
multiplying the Class A Dividend Rate applicable to such partial Class A
dividend period by a fraction the numerator of which shall be the number of days
in such partial Class A dividend period prior to the Class B Dividend Payment
Date (calculated by counting the first day thereof but excluding the last day
thereof) and the denominator of which shall be 360) by (B) the aggregate amount
of all accumulated but unpaid cash dividends on the Convertible Preferred Stock
as of the Class B Dividend Payment Date.

               d.   Waiver of Limitation on Dividends.  Class B Preferred
Dividends may be paid even if, after giving effect thereto, the Corporation's
total assets would be less than the sum of its total liabilities, plus the
amount that would be needed, if the Corporation were to be dissolved at the time
of such distribution, to satisfy the preferential rights upon dissolution of
stockholders, if any, whose preferential rights are superior to those receiving
the distribution.

          2.   Liquidation, Dissolution, or Winding Up.

               a.   In the event of any Liquidation (as defined in Section
A(3)(a) above) occurring prior to the first anniversary of the Class B Original
Issue Date, before any distribution of assets of the Corporation shall be made
to or set apart for the holders of any class of capital stock of the
Corporation, including the holders of Common Stock or the holders of Class B
Preferred Stock, the holders of Class A Preferred Stock shall receive payment
out of such assets of the Corporation in an amount per share equal to the Class
A Liquidation Preference (as defined in Section A(3)(a)), plus any accumulated
and unpaid dividends thereon (whether or not earned or declared).  If the assets
of the Corporation available for distribution to the holders of the Class A
Preferred Stock shall not be sufficient at such time to make in full the payment
herein required, such assets shall be distributed pro-rata among the holders of
the Class A Preferred Stock.  If the assets of the Corporation available for
distribution to the holders of Class A Preferred Stock shall exceed the
distribution required to be made to the holders of Class A Preferred Stock, the
holders of Class B Preferred Stock shall receive payment out of such assets of
the Corporation in an amount per share equal to One Hundred Dollars ($100.00)
plus the accrued but unpaid Class B Preferred Dividend as set forth in Section
B(1)(a) hereof (the "Class B Preference Amount").  Upon the occurrence of a
Liquidation on and after the first anniversary of the Class B Original Issue
Date, the Class A Preferred Stock and the Class B Preferred Stock shall rank on
a parity as to the receipt of the Class A Liquidation Preference and the Class B
Preference Amount.  If the assets of the Corporation available for distribution
to the holders of Convertible Preferred Stock shall not be sufficient at such
time to make in full the payment herein required, such assets shall be
distributed pro-rata among the holders of Convertible Preferred Stock based on
the aggregate Class A Liquidation Preferences of the shares of Class A Preferred
Stock or the aggregate Class B Preference Amounts of the shares of Class B
Preferred Stock, as the case may be, held by each such holder.  In any event, if
the assets of the Corporation available for distribution to the holders of
Convertible Preferred Stock shall

                                       18
<PAGE>

exceed the distribution required to be made to the holders of Class A Preferred
Stock and the Class B Preferred Stock as herein described, such excess assets
shall be distributed pro-rata among the holders of Common Stock.

               b.   Any consolidation, merger or a statutory share exchange
(other than a merger with a wholly-owned subsidiary of the Corporation or a
consolidation, merger, share exchange or other business combination in which the
outstanding voting stock of the Corporation immediately prior to such
consolidation, merger, share exchange or business combination constitutes a
majority of the voting stock of the surviving entity) in which the outstanding
shares of capital stock of the Corporation are exchanged for securities or other
consideration of or from another corporation, or a sale, lease, transfer or
other disposition of all or substantially all the assets or stock of the
Corporation shall be deemed a Liquidation; provided, however, that any such
event shall not be so regarded as a Liquidation, with respect to the Class B
Preferred Stock if the holders of two-thirds (2/3) of the outstanding shares of
the outstanding Class B Preferred Stock approve such event or elect not to have
any such event deemed to be a Liquidation, by giving written notice thereof to
the Corporation at least ten (10) days prior to the effective date of such
event; and further provided that the limitation in the priority of payment of
the Class B Preference Amount set forth in Sections A(3)(a) and B(2)(a) above in
respect of Liquidations occurring prior to the first anniversary of the Class B
Original Issue Date shall not apply to any such event, regardless of the date of
such Liquidation.

               c.   Whenever the distribution provided for in this Section B(2)
shall be paid in property other than cash, the value of such distribution shall
be the fair value thereof determined in good faith by the Board of Directors of
the Corporation.

               d.   Payment in full to the holders of Class B Preferred Stock of
the Class B Preference Amount shall effect a complete cancellation and
redemption of the Class B Preferred Stock.

               e.   In the event that outstanding shares of Class B Preferred
Stock shall be subdivided into a greater number of shares of Class B Preferred
Stock, the Class B Preference Amount in effect immediately prior to each such
subdivision, simultaneously with the effectiveness of such subdivision, shall be
proportionately reduced, and, conversely, in case outstanding shares of Class B
Preferred Stock shall be combined into a smaller number of shares of Class B
Preferred Stock, the Class B Preference Amount in effect immediately prior to
each such combination, simultaneously with the effectiveness of such
combination, shall be proportionately increased.

          3.   Voting Rights.

               a.   Except as otherwise required by law, or as specifically
provided herein, the holders of shares of Class B Preferred Stock shall vote in
a single class together with the holders of shares of Class A Preferred Stock
and Common Stock on all matters submitted to a vote of the stockholders of the
Corporation; provided, however, with respect to the election and removal

                                       19
<PAGE>

of directors, the holders of the Class B Preferred Stock shall vote with the
holders of Common Stock as a single class. In any vote pursuant to the preceding
sentence, each holder of Class B Preferred Stock shall be entitled to that
number of votes as is equal to the number of shares of Common Stock which would
be issuable upon conversion of such shares of Class B Preferred Stock, as
provided in Section B(4)(a) hereof (the "As Converted Number of Shares") of such
holder (with fractional shares rounded to the nearest whole number, with
one-half being rounded upward) at the record date for the determination of
stockholders entitled to vote on such matters or, if no such record date is
established, at the date such vote is taken or any written consent of
stockholders is solicited. The holders of the Class B Preferred Stock shall be
entitled to notice of any stockholders' meeting in accordance with the Bylaws of
the Corporation.

               b.   In lieu of the right to vote with the holders of Common
Stock pursuant to Section B(3)(a) in the election or removal of directors, upon
the affirmative vote or written consent of the holders of two-thirds (2/3) of
the shares of Class B Preferred Stock or as provided in Section B(3)(c), the
holders of the Class B Preferred Stock, voting separately as one class, shall
have the exclusive and special right to elect one (1) member of the Board of
Directors ("Class B Preferred Director").  The Class B Preferred Director shall
have one vote, except as provided in Section B(3)(c) below.  The right of the
holders of the Class B Preferred Stock, voting separately as one class, to elect
the Class B Preferred Director pursuant to this Section B(3)(b) shall terminate
at such time as fewer than one third (1/3) of the number of shares of Class B
Preferred Stock issued on the Class B Original Issue Date (as adjusted for stock
splits, combinations and other recapitalizations) shall continue to remain
outstanding; provided, however, that the holders of Class B Preferred Stock,
voting separately as one class, shall in every event be entitled to elect the
Class B Preferred Director when such Class B Preferred Director, if elected,
would be entitled to more than one vote in accordance with the provisions of
Section B(3)(c).

The Class B Preferred Director shall be elected by the vote of the holders of a
majority, and removed by the vote of the holders of two-thirds (2/3), of the
shares of Class B Preferred Stock then outstanding.  The right of holders of the
Class B Preferred Stock contained in this Section B(3)(b) to elect a Class B
Preferred Director may be exercised either at a special meeting of the holders
of Class B Preferred Stock, or at any annual or special meeting of the
stockholders of the Corporation, or by written consent of such holders in lieu
of a meeting.  Upon the written request of the holders of record of at least
33-1/3% of the Class B Preferred Stock then outstanding, the Secretary of the
Corporation shall call a special meeting of the holders of Class B Preferred
Stock for the purpose of (i) removing a Class B Preferred Director and/or (ii)
electing a Class B Preferred Director to fill a vacancy in the directorship
authorized to be filled by the holders of Class B Preferred Stock pursuant to
this Section B(3)(b).  Such meeting shall be held at the earliest practicable
date.

At any meeting held for the purpose of electing or removing a Class B Preferred
Director, the presence, in person or by proxy, of the holders of record of
two-thirds of the Class B Preferred Stock then outstanding shall be required to
constitute a quorum of the Class B Preferred Stock for such election.

                                       20
<PAGE>

A vacancy in the directorship to be elected by the holders of Class B Preferred
Stock pursuant to this Section B(3)(b) may be filled only by vote or written
consent in lieu of a meeting of the holders of a majority of the shares of Class
B Preferred Stock then outstanding and may not be filled by the remaining
directors.

               c.   So long as, and only so long as, either (i) the Corporation
fails to pay the Class B Preferred Dividend on six (6) consecutive Class B
Dividend Payment Dates, or (ii) the aggregate amount of all accumulated but
unpaid Class B Preferred Dividends shall equal or exceed the amount of $18.00
per share of Class B Preferred Stock, or (iii) a default exists which, pursuant
to Section A(8) above, entitles each Class A Preferred Director to cast two (2)
votes on all matters as to which the directors of the Corporation are entitled
to vote, then the holders of Class B Preferred Stock shall be deemed to have
exercised their right under Section B(3)(b) to elect a Class B Preferred
Director (if they have not previously done so), whereupon the size of the Board
of Directors of the Corporation shall be increased by one (1) director, the
holders of the Class B Preferred Stock shall have the right to elect a Class B
Preferred Director as provided in Section B(3)(b) and the Class B Preferred
Director shall have the same number of votes which the Class A Preferred
Directors collectively shall be entitled to cast, as such number may vary from
time to time, or, if there are no Class A Preferred Directors, such number of
votes as shall constitute a majority of all votes which the Board of Directors
shall be entitled to cast.  The right of the Class B Preferred Director to have
more than one vote pursuant to this Section B(3)(c) shall terminate at such time
as both (x) no shares of Class A Preferred Stock remain outstanding and (y) the
Corporation shall have consummated a public offering pursuant to a firm
commitment underwriting at a price to the public of at least $5.00 per share of
Common Stock of the Corporation (as adjusted proportionately for any stock
dividends, combinations or stock splits after the Class B Original Issue Date)
registered in compliance with the Securities Act of 1933, as amended (the
"Securities Act") and applicable rules and regulations thereunder and
registered, qualified or exempt from registration or qualification under or in
compliance with any applicable state securities laws which shall have resulted
in the receipt by the Corporation of net proceeds of at least $10,000,000 (after
the payment of expenses, including underwriting discounts and commissions, but
before any proceeds from the exercise of any underwriter's over-allotment
option) for the Common Stock of the Corporation offered thereunder.

          4.   Conversion Rights.  The holders of the Class B Preferred Stock
shall have the following conversion rights:

               a.   Right to Convert.  Each share of Class B Preferred Stock
shall be convertible at any time, and from time to time, at the option of the
holder thereof, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing One Hundred Dollars ($100.00) (the
"Numerator") by the Class B Conversion Price (as defined below) in effect at the
time of conversion.  The conversion price at which shares of Common Stock shall
be deliverable upon conversion of Class B Preferred Stock without the payment of
additional consideration by the holder thereof (the "Class B Conversion Price")
initially shall be three dollars ($3.00).  Such initial Class B Conversion
Price, and the rate at which shares of  Class B Preferred Stock may be converted
into shares of Common Stock, shall be subject to adjustment as provided

                                       21
<PAGE>

below. In the event of a Liquidation of the Corporation, the conversion rights
shall terminate at the close of business on the first full day preceding the
date fixed for the payment of any amounts distributable on liquidation to the
holders of Class B Preferred Stock; provided, however, that such termination
shall not be effective if such liquidation, dissolution or winding up of the
Corporation is not consummated.

               b.   Adjustment to Conversion Price Upon Occurrence of
Extraordinary Common Stock Event.  Upon the happening of an Extraordinary Common
Stock Event (as hereinafter defined), the Class B Conversion Price for the Class
B Preferred Stock, simultaneously with the happening of such Extraordinary
Common Stock Event, shall be adjusted by multiplying the then-effective Class B
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such Extraordinary
Common Stock Event and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such Extraordinary Common Stock
Event, and the product so obtained thereafter shall be the Class B Conversion
Price for the Class B Preferred Stock.  The Class B Conversion Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive Extraordinary Common Stock Event(s).  "Extraordinary Common Stock
Event" shall mean (i) the issuance of additional shares of Common Stock as a
dividend or other distribution on outstanding Common Stock, (ii) a stock split
or subdivision of outstanding shares of Common Stock into a greater number of
shares of Common Stock, or (iii) a reverse stock split or combination of
outstanding shares of Common Stock into a smaller number of shares of Common
Stock.

               c.   Recapitalization or Reclassification.  If the Common Stock
issuable upon the conversion of the Class B Preferred Stock shall be changed
into the same or a different number of shares of any class or classes of stock
of the Corporation, whether by recapitalization, reclassification, or otherwise
(other than a subdivision or combination of shares or stock dividend provided
for in Section B(4)(b) hereof, or a reorganization, merger, share exchange,
consolidation, or sale of assets provided for in Section B(4)(d) hereof), then
and in each such event the holder of each share of Class B Preferred Stock
shall have the right thereafter to convert such share into the kind and amount
of shares of stock and other securities and property receivable upon such
recapitalization, reclassification, or other change by holders of the number of
shares of Common Stock into which such share of Class B Preferred Stock might
have been converted immediately prior to such recapitalization,
reclassification, or change, all subject to further adjustment as provided
herein.

               d.   Merger, Share Exchange, Consolidation, or Sale of Assets.
If at any time or from time to time there shall be a capital reorganization of
the Corporation, including a merger, share exchange, consolidation, or sale of
all or substantially all of assets of the Corporation (other than a subdivision
or combination of shares or stock dividend provided for in Section B(4)(b)
hereof), then, as a part of such reorganization, provision shall be made so that
the holders of the Class B Preferred Stock thereafter shall be entitled to
receive, upon conversion of each share of the Class B Preferred Stock, the
number of shares of stock or other securities or property to which a holder of
the number of shares of Common Stock into which such shares of Class B
Preferred Stock

                                       22
<PAGE>

might have been converted immediately prior to such capital reorganization would
have been entitled to receive. In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section B(4) with respect to
the rights of the holders of the Class B Preferred Stock after the
reorganization to the end that the provisions of this Section B(4) (including
adjustment of the Class B Conversion Price then in effect and the number of
shares acquired upon conversion of the Class B Preferred Stock) shall be
applicable after that event in as nearly equivalent a manner as may be
practicable. Notwithstanding the foregoing, in the case of a consolidation,
merger, share exchange, or sale of all or substantially all the assets of the
Corporation, the provisions of Section B(2)(b) shall apply to the Class B
Preferred Stock, and this Section B(4)(d) shall not apply unless, as provided in
Section B(2)(b), the holders of two-thirds (2/3) of the outstanding shares of
Class B Preferred Stock elect that such event shall not be deemed to be a
Liquidation of the Corporation.

               e.   Certain Dilutive Issues.

                    (i) Special Definitions.   For purposes of this Section
B(4)(e), the following definitions apply:

                        (1) "Options" shall mean rights, options, or warrants to
     subscribe for, purchase or otherwise acquire either Common Stock or
     Convertible Securities (as defined below), except for (A) rights or options
     to acquire up to 2,000,000 shares of Common Stock which may be granted to
     employees, directors or consultants to the Corporation pursuant to the
     Corporation's 1995 Employee and Consultant Stock Option Plan (the "Option
     Plan") or any similar plan or arrangement hereafter adopted, and approved
     by the stockholders of the Corporation, for the benefit of the
     Corporation's employees, consultants and directors, (B) warrants and sales
     agent warrants to purchase an aggregate of 758,720 shares of Common Stock
     outstanding or reserved for issuance on the Class B Original Issue Date
     (the "Outstanding Warrants") and (C) an outstanding contractual option to
     issue 50,000 shares of Common Stock to Randolph Haag (the "Contractual
     Option").

                        (2) "Convertible Securities" shall mean any evidences of
     indebtedness, shares of stock (other than Common Stock, Class A Preferred
     Stock and Class B Preferred Stock) or other securities convertible into or
     exchangeable for Common Stock.

                        (3) "Additional Shares of Common Stock" shall mean all
     shares of Common Stock issued (or deemed to be issued pursuant to Section
     B(4)(e)(iii)) by the Corporation after the Class B Original Issue Date,
     other than shares of Common Stock issued or issuable upon (i) conversion of
     shares of Class A Preferred Stock or Class B Preferred Stock or as a
     dividend or distribution on Class A Preferred Stock or Class B Preferred
     Stock, (ii) the exercise of options granted under the Option Plan, (iii)
     the exercise of the Outstanding Warrants, or (iv) the exercise of the
     Contractual Option.

                                       23
<PAGE>

                    (ii)   No Adjustment of Conversion Price.  Any provision
herein to the contrary notwithstanding, no adjustment in the number of shares of
Common Stock into which shares of Class B Preferred Stock is convertible shall
be made, by adjustment in the Class B Conversion Price, unless the consideration
per share (determined pursuant to Section B(4)(e)(v) hereof) for an Additional
Share of Common Stock issued or deemed to be issued by the Corporation is less
than the Class B Conversion Price in effect on the date of, and immediately
prior to, the issue of such Additional Shares of Common Stock.

                    (iii)  Issue of Options and Convertible Securities.   In the
event the Corporation at any time or from time to time after the Class B
Original Issue Date shall issue any Options or Convertible Securities or shall
fix a record date for the determination of holders of any class of securities
then entitled to receive any such Options or Convertible Securities, then the
maximum number of shares (as set forth in the instrument relating thereto
without regard to any provisions contained therein for a subsequent adjustment
of such number) of Common Stock issuable upon the exercise of such Options or,
in the case of Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be Additional Shares
of Common Stock issued as of the time of such issue or, in case such a record
date shall have been fixed, as of the close of business on such record date,
provided that Additional Shares of Common Stock shall not be deemed to have been
issued unless the consideration per share (determined pursuant to Section
B(4)(e)(v) hereof) of such Additional Shares of Common Stock would be less than
the Class B Conversion Price  in effect on the date of and immediately prior to
such issue, or such record date, as the case may be, and provided that in any
such case in which Additional Shares of Common Stock are deemed to be issued:

                           (1) no further adjustments in the Class B Conversion
Price shall be made upon the subsequent issue of Convertible Securities or
shares of Common Stock upon the exercise of such Options or conversion or
exchange of such Convertible Securities;

                           (2) if such Options or Convertible Securities by
their terms provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Corporation, or decrease or
increase in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, the Class B Conversion Price computed upon the
original issue thereof (or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such increase
or decrease insofar as it affects such Options or the rights of conversion or
exchange under such Convertible Securities, provided, however, that no such
adjustment of the Class B Conversion Price shall affect Common Stock previously
issued upon conversion of shares of Class A Preferred Stock or Class B Preferred
Stock;

                           (3) upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible Securities that shall
not have been exercised, the Class B Conversion Price computed upon the original
issue thereof (or upon the occurrence of a

                                       24
<PAGE>

record date with respect thereto), and any subsequent adjustments based thereon,
shall, upon such expiration, be recomputed as if:

                                 (a) in the case of Convertible Securities or
Options for Common Stock, the only Additional Shares of Common Stock issued were
the shares of Common Stock, if any, actually issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consideration received therefor was the consideration actually received by the
Corporation for the issue of all such Options, whether or not exercised, plus
the consideration actually received by the Corporation upon such exercise, or
for the issue of all such Convertible Securities that were actually converted or
exchanged, plus the additional consideration, if any, actually received by the
Corporation upon such conversion or exchange, and

                                 (b) in the case of Options for Convertible
Securities, only the Convertible Securities, if any, actually issued upon the
exercise thereof were issued at the time of issue of such Options, and the
consideration received by the Corporation for the Additional Shares of Common
Stock deemed to have been then issued was the consideration actually received by
the Corporation for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by the Corporation
(determined pursuant to Section B(4)(e)(v)) upon the issue of the Convertible
Securities with respect to which such Options were actually exercised;

                           (4) no readjustment pursuant to Section
B(4)(e)(iii)(2) or (3) above shall have the effect of increasing the Class B
Conversion Price to an amount which exceeds the lower of (a) the Class B
Conversion Price prior to the initial adjustment to which the readjustment
applies, or (b) the Class B Conversion Price that would have resulted from any
issuance of Additional Shares of Common Stock between the date of the initial
adjustment date and such readjustment date; and

                           (5) in the event of any change in the number of
shares of Common Stock issuable upon the exercise, conversion or exchange of any
Option or Convertible Security, including, but not limited to, a change
resulting from the antidilution provisions thereof, the Class B Conversion Price
then in effect shall forthwith be readjusted to such Class B Conversion Price as
would have been obtained had the adjustment which was initially made upon the
issuance of such unexercised Option or unconverted Convertible Security, been
made upon the basis of such subsequent change, but no further adjustment shall
be made for the actual issuance of Common Stock upon the exercise or conversion
of any such Option or Convertible Security.

                    (iv)   Adjustment of Conversion Price Upon Issuance of
Additional Shares of Common Stock.  In the event the Corporation at any time
after the Class B Original Issue Date shall issue Additional Shares of Common
Stock (including Additional Shares of Common Stock deemed to be issued pursuant
to Section B(4)(e)(iii), but excluding any shares of Class A Preferred Stock
issued to the holders of Class A Preferred Stock on or before July 15, 1999, in
payment of dividends on such Class A Preferred Stock pursuant to the provisions
of Section A(1)(c) above)

                                       25
<PAGE>

without consideration or for a consideration per share less than the Class B
Conversion Price in effect on the date of and immediately prior to such issue,
then and in such event:

                           (1) until such time as the aggregate amount of such
consideration received or deemed to have been received by the Corporation upon
the issuance of Additional Shares of Common Stock shall equal $1,500,000 and
provided that the per share price for each such issuance of Additional Shares of
Common Stock shall be no less than the Fair Market Value (as hereinafter
defined), the Class B Conversion Price shall be reduced to a price (calculated
to the nearest cent) determined by multiplying the then current Class B
Conversion Price by a fraction the numerator of which shall be the sum of

                              (a) the number of shares of Common Stock
outstanding immediately prior to such issue, plus

                              (b) the number of shares of Common Stock which the
aggregate consideration received by the Corporation for the total number of
Additional Shares of Common Stock so issued would purchase at the Class B
Conversion Price in effect immediately prior to such issuance

and the denominator of which shall be the sum of

                              (x) the number of shares of Common Stock
outstanding immediately prior to such issue, plus

                              (y) the number of such Additional Shares of Common
Stock so issued.

For the purpose of the above calculation, the number of shares of Common Stock
outstanding shall be calculated on a fully diluted basis, as if all shares of
Convertible Preferred Stock and all other Convertible Securities had been fully
converted into shares of Common Stock immediately prior to such issuance, and
any outstanding warrants, options or other rights for the purchase of shares of
stock or Convertible Securities had been fully exercised immediately prior to
such issuance, and the resulting securities fully converted into shares of
Common Stock, if so convertible as of such date.  This calculation shall not
include, however, any Additional Shares of Common Stock issuable with respect to
shares of Convertible Preferred Stock, Convertible Securities or outstanding
options, warrants or other rights for the purchase of shares or Convertible
Securities, solely as a result of adjustment of the Class B Conversion Price
resulting from the issuance of Additional Shares of Common Stock causing such
adjustment.

                           (2) On and after the date that the aggregate amount
of consideration received or deemed to have been received by the Corporation
upon the issuance of Additional Shares of Common Stock equals or exceeds
$1,500,000, and subject to the provisions of Section B(6)(c) below, the Class B
Conversion Price shall be reduced, concurrently with such issue,

                                       26
<PAGE>

to a price equal to the consideration received or deemed received by the
Corporation, on a per share basis, for the issue of such Additional Shares of
Common Stock.

     The provisions of this Section B(4)(e)(iv) do not apply if the provisions
of any of Section B(4)(b), (c) or (d) apply.

                    (v) Determination of Consideration.  The consideration
received by the Corporation for the issue of any Additional Shares of Common
Stock shall be computed as follows:

                           (1) Cash, Property, and Other Consideration.  Such
consideration shall:

                               (a) insofar as it consists of cash, be computed
as the aggregate amount of cash received by the Corporation excluding amounts
paid or payable for accrued interest or accrued dividends;

                               (b) insofar as it consists of property, services,
or other consideration other than cash, be computed at the fair value thereof at
the time of such issue, as determined in good faith by the Board of Directors;
and

                               (c) in the event Additional Shares of Common
Stock are issued together with other shares or securities or other assets of the
Corporation, be the proportion of the consideration so received, computed as
provided in Sections B(4)(e)(v)(1)(a) and (b) above, as is determined in good
faith by the Board of Directors.

                           (2) Options and Convertible Securities. The
Consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Options and Convertible
Securities, shall be deemed to be the sum of the consideration paid for such
Option or Convertible Security, if any, plus the lowest consideration per share
then payable upon the exercise of Options, as set forth in the instruments
relating to such Options or Convertible Securities, without regard to any
provision contained therein designed to protect against dilution. If Options or
Convertible Securities are issued together with other securities or instruments
of the Corporation, the Board of Directors shall determine in good faith the
amount of consideration paid for such Option or Convertible Securities.

               f.   Adjustment Upon Failure to Complete Target Secondary
Offering. In the event that a Target Secondary Offering (as defined below) shall
not have occurred, the Class B Conversion Price shall be adjusted on January 1,
1999 to equal two dollars and seventy-five cents ($2.75) or such other amount as
shall result from a proportional adjustment to the Class B Conversion Price
pursuant to Sections B(4)(b), (c) or (d) above. The term "Target Secondary
Offering" shall mean the public offering pursuant to a firm commitment
underwriting at a price to the public of at least $5.00 per share of Common
Stock of the Corporation (as adjusted

                                       27
<PAGE>

proportionally for any stock dividends, combinations or splits) registered in
compliance with the Securities Act and applicable rules and regulations
thereunder and registered, qualified or exempt from registration or
qualification under or in compliance with any applicable state securities laws
which (i) shall have been closed on or before December 31, 1998 and (ii) shall
have resulted in the receipt by the Corporation on or before such date of net
proceeds of at least $10,000,000 (after the payment of expenses, including
underwriting discounts and commissions but before any proceeds from the exercise
of any underwriter's over-allotment option) for the Common Stock of the
Corporation offered thereunder.

               g.   Certificate as to Adjustments. In each case of an adjustment
or readjustment of the Class B Conversion Price of the Class B Preferred Stock,
the Corporation will furnish each holder of the Class B Preferred Stock with a
certificate prepared by the Chief Financial Officer of the Corporation showing
such adjustment or readjustment and stating in detail the facts upon which such
adjustment or readjustment is based.

               h.   Exercise of Conversion Privilege. To exercise its conversion
privilege, a holder of Class B Preferred Stock shall surrender the
certificate(s) representing the shares being converted to the Corporation at its
principal office, accompanied by written notice to the Corporation at that
office that such stockholder elects to convert such shares (a "Conversion
Notice"). The Conversion Notice also shall state the name(s) and address(es) in
which the certificate(s) for shares of Common Stock issuable upon such
conversion shall be issued. The certificate(s) for shares of Class B Preferred
Stock surrendered for conversion shall be accompanied by proper assignment
thereof to the Corporation or in blank. The date when the Conversion Notice is
received by the Corporation together with the certificate(s) representing the
shares of Class B Preferred Stock being converted shall be the "Conversion
Date." As promptly as practicable after the Conversion Date, the Corporation
shall issue and deliver to the holder of the shares of Class B Preferred Stock
being converted, or on its written order, such certificate(s) as it may request
of the number of whole shares of Common Stock issuable upon the conversion of
such shares of Class B Preferred Stock in accordance with the provisions of this
Section B(4) and cash, as provided in Section B(4)(i), in respect of any
fraction of a share of Common Stock issuable upon such conversion. Such
conversion shall be deemed to have been effected immediately prior to the close
of business on the Conversion Date, and at such time the rights of the holder as
a holder of the converted shares of Class B Preferred Stock shall cease and the
person(s) in whose name(s) any certificate(s) for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder(s) of
record of the shares of Common Stock represented thereby.

               i.   Cash in Lieu of Fractional Shares. No fractional shares of
Common Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Class B Preferred Stock. Instead of any fractional
shares of Common Stock that otherwise would be issuable upon conversion of
shares of Class B Preferred Stock, the Corporation shall pay to the holder of
the shares of Class B Preferred Stock that were converted a cash adjustment in
respect of such fractional shares in an amount equal to the same fraction of the
Fair Market Value (as hereinafter defined) price per share of the Common Stock
at the close of business on the Conversion

                                       28
<PAGE>

Date. The term "Fair Market Value" shall mean (i) in the case of a security
listed or admitted to trading on any securities exchange, the last reported sale
price, regular way (as determined in accordance with the practices of such
exchange), on such day, or if no sale takes place on such day, the average of
the closing bid and asked prices on such day (and in the case of a security
traded on more than one national securities exchange, at such price or such
average, upon the exchange on which the volume of trading during the last
calendar year was the greatest), (ii) in the case of a security not then listed
or admitted to trading on any securities exchange, the last reported sale price
on such day, or if no sale takes place on such day, the average of the closing
bid and asked prices on such day, as reported by a reputable quotation service
designated by the Corporation, (iii) in the case of a security not then listed
or admitted to trading on any securities exchange and as to which no such
reported sale price or bid and asked prices are available, the average of the
reported high bid and low asked prices on such day, as reported by a reputable
quotation service, or the Wall Street Journal, or if there are no bids and asked
prices on such day, the average of the high bid and low asked prices, as so
reported, on the most recent day (not more than 30 days prior to the date in
question) for which prices have been so reported, and (iv) in the case of a
security determined by the Corporation's Board of Directors as not having an
active quoted market or in the case of other property, such value as shall be
determined by the Board of Directors. The determination as to whether any
fractional shares are issuable shall be based upon the total number of shares of
Class B Preferred Stock being converted at any one time by any holder thereof,
not upon each share of Class B Preferred Stock being converted.

               j.   Reservation of Common Stock.  The Corporation at all times
shall reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the shares
of the  Class B Preferred Stock, such number of its shares of Common Stock as
from time to time shall be sufficient to effect the conversion of all
outstanding shares of the  Class B Preferred Stock.

          5.   Restrictions and Limitations.   So long as any shares of Class B
Preferred Stock remain outstanding, the Corporation will not take any of the
following actions without the affirmative vote or consent (with each share of
Class B Preferred Stock being entitled to one vote) of the holders of at least a
majority of the outstanding shares of the  Class B Preferred Stock, given in
writing or by resolution adopted at a meeting called for such purpose:

               a.   amend the Articles of Incorporation or the Bylaws of the
Corporation if such amendment would:

                    (i)   reduce the Class B Dividend Rate on the Class B
Preferred Stock provided for herein, make such dividends noncumulative, defer
the date from which dividends will accrue, cancel accrued and unpaid dividends,
or change the relative seniority rights of the holders of the Class B Preferred
Stock as to the payment of dividends in relation to the holders of any other
class or series of capital stock of the Corporation;

                                       29
<PAGE>

                    (ii)  reduce the amount payable to the holders of the Class
B Preferred Stock upon a Liquidation of the Corporation, or change the relative
seniority of the liquidation preferences of the holders of the Class B Preferred
Stock;

                    (iii) reduce the Class B Redemption Price specified in
Section B(6) hereof with respect to the Class B Preferred Stock;

                    (iv)  cancel or modify the conversion rights of the Class B
Preferred Stock provided for in Section B(4) hereof; or

                    (v)   adversely affect any of the rights, preferences or
privileges provided for herein for the benefit of any shares of Class B
Preferred Stock;

               b.   redeem, purchase or otherwise acquire for value (or pay into
or set aside for a sinking fund for such purpose) any shares of capital stock,
other than by redemption of Class A Preferred Stock in accordance with the
provisions of Section A(5) above or the Class B Preferred Stock in accordance
with Section B(6) hereof;

               c.   authorize or create any stock of any class or series of a
class of capital stock, or any security convertible into or exchangeable for
stock of any class;

               d.   recapitalize or reclassify or cancel all or any part of the
outstanding capital stock of the Corporation, or otherwise reorganize the
affairs of the Corporation in any manner which adversely affects the Class B
Preferred Stock or the rights of the holders thereof, relative to any other
class or series of the Corporation's capital stock or the rights of the holders
thereof; or

               e.   increase or decrease (other than by redemption or as a
result of the conversion thereof) the total number of authorized shares of any
class or series of capital stock.

          6.   Redemption.

               a.   Redemption at Corporation's Option. At the option of the
Corporation, the Corporation may fix a date (the "Class B Redemption Date") on
which it shall redeem all (but not less than all) of the then outstanding shares
of Class B Preferred Stock by paying in cash to the holders thereof and in
respect of each such share of Class B Preferred Stock, the Class B Redemption
Price (as defined below), (i) at any time prior to the fifth anniversary of the
Class B Original Issue Date but only in the event that the average bid price of
the Common Stock of the Corporation exceeds $6.00 per share with respect to each
of the twenty (20) consecutive Trading Days (as defined below) immediately
preceding the date of the Class B Redemption Notice (as defined in Section
B(6)(b) hereof), or (ii) at any time after the fifth anniversary of the Class B
Original Issue Date.  A holder of Class B Preferred Stock may elect, by written
notice delivered to the Corporation not less than twenty-one (21) days prior to
the Class B Redemption Date, to waive its right to have redeemed all (but not
less than all) of the shares of Class B Preferred Stock held by

                                       30
<PAGE>

such holder which are eligible to be redeemed on such Class B Redemption Date,
provided that on such Class B Redemption Date each such share of Class B
Preferred Stock which is not redeemed shall be converted automatically into
shares of Common Stock at the Class B Conversion Price then in effect on such
Class B Redemption Date. The term "Trading Day" shall mean any day other than
Saturday or Sunday on which national securities exchanges are open for trading
and trades in Corporation Common Stock occur. The term "Class B Redemption
Price" shall mean (i) in the event the Class B Redemption Date occurs prior to
the second anniversary of the Class B Original Issue Date, an amount per share
equal to (A) One Hundred Dollars ($100.00) plus (B) the difference, if any,
obtained by subtracting all amounts actually paid as Class B Preferred Dividends
in respect of such share from $24.00 (as adjusted for any stock dividends,
combinations, or splits with respect to such share) or (ii) in the event the
Class B Redemption Date occurs on or after the second anniversary of the Class B
Original Issue Date, an amount per share equal to the Class B Preference Amount
(determined as provided in Section B(2)(a) hereof).

               b.   Procedures for Redemption of Class B Preferred Stock.  At
least thirty (30) days but not more than forty-five (45) days prior to the Class
B Redemption Date the Corporation shall mail a written notice, first class
postage prepaid, to each holder of record at the close of business on the
business day preceding the day on which notice is given, of the Class B
Preferred Stock to be redeemed, at the address last shown on the records of the
Corporation for such holder, notifying such holder of the redemption to be
effected, specifying (i) the number of shares to be redeemed from such holder,
(ii) the Class B Redemption Date, (iii) the Class B Redemption Price, (iv) the
place at which payment may be obtained, (v) advising such holder of its right to
elect to waive its right to have all (but not less than all) such shares
redeemed and that, if such election is made, such shares of Class B Preferred
Stock which are not redeemed shall be converted automatically into shares of
Common Stock at the Class B Conversion Price then in effect (setting forth such
Class B Conversion Price), and (vi) calling upon such holder to surrender to the
Corporation, in the manner and at the place designated, its certificate or
certificates representing the shares to be redeemed (the "Class B Redemption
Notice").  On or after the Class B Redemption Date, each holder of Class B
Preferred Stock to be redeemed shall surrender to the Corporation the
certificate or certificates representing such shares, in the manner and at the
place designated in the Class B Redemption Notice, and thereupon the Class B
Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be canceled. From and after each Class B
Redemption Date, unless there shall have been a default in payment of the Class
B Redemption Price, any shares of Class B Preferred Stock redeemed on such Class
B Redemption Date shall not be entitled to any further rights as Class B
Preferred Stock and shall not be deemed outstanding for any purpose.

               c.   Redemption upon Issuance of Additional Shares of Common
Stock. In the event that, at any time after the Class B Original Issue Date, the
Corporation proposes to issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to Section
B(4)(e)(iii) hereof) without consideration or for a consideration per share less
than the Class B Conversion Price in effect immediately prior to such issue, and
such issuance

                                       31
<PAGE>

would cause adjustment of the Class B Conversion Price pursuant to the
provisions of Section B(4)(e)(iv)(2) above, the Corporation may on the date of
issuance, or the date of deemed issuance, as the case may be, of such Additional
Shares of Common Stock (the "Dilutive Issue Redemption Date"), redeem all (but
not less than all) of the then outstanding shares of Class B Preferred Stock by
paying in cash to the holders thereof and in respect of each share of Class B
Preferred Stock, the Dilutive Issue Redemption Price (as defined below). The
term "Dilutive Issue Redemption Price" shall mean an amount per share equal to
(A) One Hundred Dollars ($100.00) plus (B) the greater of (x) the amount which
equals a twenty percent (20%) compound annual rate of return on $100.00 for the
period from the Class B Original Issue Date to and including the Dilutive Issue
Redemption Date or (y) $24.00 per share minus, in each case, all amounts
actually paid as Class B Preferred Dividends. In the event the Corporation
elects to redeem the Class B Preferred Stock pursuant to the provisions of this
Section B(6)(c), the Corporation shall give prompt written notice (but not more
than forty-five (45) days prior to the anticipated Dilutive Issue Redemption
Date), to each holder of record of the Class B Preferred Stock, of the
anticipated Dilutive Issue Redemption Date, which notice shall be mailed, first
class postage prepaid, to the address last shown on the records of the
Corporation for such holder, notifying such holder of the redemption to be
effected and specifying (i) the anticipated Dilutive Issue Redemption Date, (ii)
the anticipated Dilutive Issue Redemption Price, and (iii) advising the holder
that payment of the Dilutive Issue Redemption Price shall be made on the actual
Dilutive Issue Redemption Date by official bank check mailed to the holder of
record at the address last shown on the records of the Corporation for such
holder, unless such holder shall instruct the Corporation in writing received at
least two (2) business days prior to the anticipated Dilutive Issue Redemption
Date that such payment is to be made by federal reserve wire transfer in
immediately available funds to the account of the holder specified in such
written instructions. Upon payment by the Corporation of the Dilutive Issue
Redemption Price, the shares of Class B Preferred Stock redeemed on such
Dilutive Issue Redemption Date shall not be entitled to any further rights as
Class B Preferred Stock and shall not be deemed outstanding for any purpose,
irrespective of whether certificates representing such redeemed shares shall
remain in the possession of the former holder of record thereof.

               d.   Subordination of Right of Redemption.  At any time during
the period between the Class B Original Issue Date and the first anniversary of
the Class B Original Issue Date, the Corporation  may not exercise its right to
redeem shares of Class B Preferred Stock pursuant to this Section B(6) unless
the Corporation shall first have offered to redeem all outstanding shares of
Class A Preferred Stock and either (i) each holder of Class A Preferred Stock
shall have elected (or be deemed to have elected) not to have its shares
redeemed or (ii) the shares of each holder of Class A Preferred Stock not so
electing shall have been redeemed pursuant to the provisions of Section A(5)(c).
The Corporation's right to redeem shares of Class B Preferred Stock pursuant to
this Section B(6) is further subject to the requirement that all preferred
dividends on the Class A Preferred Stock shall have been paid through the Class
A Dividend Payment Date immediately preceding the Class B Redemption Date or
Dilutive Issue Redemption Date, as applicable.

                                       32
<PAGE>

          7.   No Reissuance of Class B Preferred Stock.  No share(s) of  Class
B Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion, or otherwise shall be reissued.

          8.   No Dilution or Impairment.  The Corporation will not, by
amendment of its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, share exchange, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the Class B Preferred Stock set
forth herein, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holders of the  Class B
Preferred Stock set forth herein.

          9.   Notices of Record Date.  In the event of any:

               a.   except with respect to dividends payable to holders of Class
A Preferred Stock pursuant to Section A(1), taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase, or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right; or

               b.   capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger, consolidation, or share exchange of the Corporation, or any transfer
of all or substantially all the assets of the Corporation to any other
corporation, or any other entity or person; or

               c.   Liquidation of the Corporation;

then and in each such event the Corporation shall mail or cause to be mailed to
each holder of Class B Preferred Stock a notice specifying (i) the record date
for such dividend, distribution, or right and a description of such dividend,
distribution, or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger, share
exchange or Liquidation is expected to become effective, and (iii) the time, if
any, that is to be fixed as to when the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock (or
other securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, share exchange or Liquidation. Such notice shall be mailed at least ten
(10) days prior to the date specified in such notice on which such action is to
be taken."

     3.   The amendment effected herein was authorized by resolutions adopted at
a meeting on October 10, 1997 of the Board of Directors pursuant to Section
78.315 of the Nevada Revised Statutes, declaring the advisability thereof and
calling a meeting of the shareholders for the purpose of considering and voting
on the proposed amendment.

                                       33
<PAGE>

     4.   The number of shares of the Corporation outstanding and entitled to
vote on the amendment to the articles of incorporation at the time of adoption
was 4,086,400 shares of Common Stock with one (1) vote per share and 3,776
shares of Convertible Preferred Stock with six hundred sixty-six and two-thirds
(666-2/3) votes per share.  The foregoing amendment was adopted by the
shareholders of the corporation on November 24, 1997.

     5.   The number of shares of each class voted for and against such
amendment, respectively was:

                                         NUMBER OF SHARES VOTED
                                         ----------------------
     CLASS                                  FOR      AGAINST
     -----                                  ---      -------



     Common Stock                        2,756,992    300

     Convertible Preferred Stock          3,776        0


     IN WITNESS WHEREOF, we have executed this Certificate on this 24th day of
November, 1997.

                              CLINICOR, INC.



                              By:  /s/ ROBERT S. SAMMIS
                                 --------------------------------------------
                                 Robert S. Sammis, President



    /s/ LORI MELTON
  --------------------------------
  Lori Melton, Assistant Secretary

                                       34
<PAGE>

STATE OF TEXAS      (S)
                    (S)
COUNTY OF TRAVIS    (S)

     This instrument was acknowledged before me on the 24th day of November,
1997, by Robert S. Sammis as President of Clinicor, Inc.


                                /s/ ELIZABETH KAY HAYS
                               ------------------------------------------------
                               NOTARY PUBLIC, STATE OF TEXAS



                                      [NOTARY SEAL APPEARS HERE]

                                       35