Exhibit 3.4

                                   NUCO2 INC.
                              ARTICLES OF AMENDMENT
                ARTICLES OF DESIGNATIONS, PREFERENCES AND RIGHTS
                  OF 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK

                            ARTICLES OF DESIGNATIONS

            NUCO2 INC. (the "Company"),  a company  organized and existing under
the Florida  Business  Corporation Act (the "FBCA"),  certifies that pursuant to
the  authority  contained in its  Articles of  Incorporation  (the  "Articles of
Incorporation") and its By-laws (the "By-laws"),  and in accordance with Section
607.0602  of the FBCA,  the board of  directors  of the  Company  (the "Board of
Directors") at a meeting duly called and held on May 4, 2000,  duly approved and
adopted the following  resolution,  which  resolution  remains in full force and
effect on the date hereof:

            RESOLVED,  that  pursuant  to the  authority  vested in the Board of
Directors by the Articles of Incorporation  and By-laws,  the Board of Directors
does hereby create, authorize and provide for the issue of a series of Preferred
Stock having the following designation, voting powers, preferences and relative,
participating, optional and other special rights:

            Certain capitalized terms used herein are defined in Section 16.

            1.  Number  and  Designation.  The  Company  shall  have a series of
Preferred  Stock,  which shall be designated  as its 8%  Cumulative  Convertible
Preferred Stock (the "Convertible  Preferred  Stock"),  no par value, with 5,000
shares initially  authorized.  Unless otherwise specified,  references herein to
any  "Section"  refer to the  Section  number  specified  in these  Articles  of
Designations.

            2. Issuance. The Company may issue up to 5,000 shares of Convertible
Preferred Stock in accordance with the Purchase Agreement.

            3. Registered Form; Liquidation Preference;  Registrar. Certificates
for shares of Convertible  Preferred  Stock shall be issuable only in registered
form and only with an initial  Liquidation  Preference of $1,000 per share.  The
Company shall serve as initial  Registrar and Transfer  Agent (the  "Registrar")
for the Convertible Preferred Stock.

            4. Registration.  Shares of the Convertible Preferred Stock have not
been  registered  under the Securities Act of 1933, as amended (the  "Securities
Act") and may not be resold,  pledged or otherwise transferred prior to the date
when they may be resold pursuant to Rule 144 under the Securities Act other than
(i) to the Company,  (ii) pursuant to an exemption from  registration  under the
Securities Act or (iii) pursuant to an effective  registration  statement  under
the Securities  Act, in each case in accordance  with any applicable  securities
laws of any state of the United States.

            5. Paying Agent and Conversion Agent. (a) The Company shall maintain
(i) an office or agency  where  shares  of  Convertible  Preferred  Stock may be
presented  for



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payment  (the  "Paying  Agent"),  (ii) an  office  or  agency  where  shares  of
Convertible  Preferred  Stock may be presented for conversion  (the  "Conversion
Agent"),  and (iii) a  Registrar,  which  shall be an office or an agency  where
shares of Convertible Preferred Stock may be presented for transfer. The Company
may appoint the  Registrar,  the Paying Agent and the  Conversion  Agent and may
appoint  one or  more  additional  paying  agents  and  one or  more  additional
conversion  agents  in such  other  locations  as it shall  determine.  The term
"Paying Agent" includes any additional  paying agent,  and the term  "Conversion
Agent"  includes any  additional  conversion  agent.  The Company may change any
Paying Agent or Conversion Agent without prior notice to any holder. The Company
shall  notify the  Registrar  of the name and  address  of any  Paying  Agent or
Conversion  Agent  appointed by the Company.  If the Company fails to appoint or
maintain another entity as Paying Agent or Conversion Agent, the Registrar shall
act as such. Notwithstanding the foregoing, the Company or any of its Affiliates
may act as Paying Agent, Registrar, or Conversion Agent.

            (b) Neither the Company nor the  Registrar  shall be required (i) to
issue,  countersign  or  register  the  transfer  of or  exchange  any  share of
Convertible Preferred Stock during a period beginning at the opening of business
5 days before any Redemption Date (as defined under Section 10(c)) and ending at
the close of business on such  Redemption  Date or (ii) to register the transfer
of or  exchange  any  share  of  Convertible  Preferred  Stock so  selected  for
redemption.  This Section 5(b) shall not apply to any  conversion of Convertible
Preferred Stock in accordance with Section 12.

            (c) Payments due on the shares of Convertible  Preferred Stock shall
be payable at the office or agency of the Company  maintained  for such purpose.
If any such payment is in cash, it shall be payable by wire  transfer  (provided
that appropriate wire  instructions have been received by the Registrar at least
15 days prior to the  applicable  date of  payment)  to a United  States  dollar
account maintained by the holder with a bank located in New York City.

            6.  Dividend  Rights.  (a) The Company shall pay, and the holders of
the  shares  of  Convertible  Preferred  Stock  shall be  entitled  to  receive,
cumulative  dividends  from the  date of  initial  issuance  of such  shares  of
Convertible  Preferred  Stock at a rate of 8.00% per annum on the  amount of the
then-effective  Liquidation  Preference of the shares of  Convertible  Preferred
Stock.  Dividends  will be  computed  on the basis of a  360-day  year of twelve
30-day  months  and will be  payable  in  accordance  with  Section  11  hereof.
Dividends will be payable  quarterly in arrears on January 31, April 30, July 31
and  October  31 of each  year  (each a  "Dividend  Payment  Date"),  commencing
(subject to the next  sentence) on July 31,  2000,  for so long as any shares of
Convertible  Preferred Stock are outstanding;  provided,  however,  that if such
date is not a Business  Day,  then the  Dividend  Payment Date shall be the next
Business  Day.  Dividends,  whether or not the Company has  earnings or profits,
whether  or not  there are  funds  legally  available  for the  payment  of such
dividends and whether declared or undeclared, will accumulate to the extent they
are not paid on the  Dividend  Payment Date for the period to which they relate.
The Company will take all actions required or permitted under the FBCA to permit
the  payment or  accrual of  dividends  on the shares of  Convertible  Preferred
Stock.  Accrued  dividends shall be payable  quarterly on each Dividend  Payment
Date to the holders of record of the Convertible Preferred Stock as of the close
of business on the applicable  Dividend Record Date.  Accrued dividends that are
not paid in full in cash on any  such  Dividend  Payment  Date  (whether  or not
declared and whether or not there are sufficient funds legally available for the
payment  thereof) shall be added  cumulatively to the Liquidation  Preference on
the  applicable  Dividend  Payment Date and  thereafter

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remain a part thereof.  Accrued dividends added to the Liquidation Preference of
a share  of  Convertible  Preferred  Stock  in  accordance  with  the  foregoing
provisions of this Section 6(a) are sometimes  referred to in these  Articles as
"Accumulated  Dividends".  For purposes of  determining  the amount of dividends
"accrued" (i) as of the first  Dividend  Payment Date and as of any date that is
not a Dividend Payment Date, such amount shall be calculated on the basis of the
rate per annum  specified  above in this paragraph for the actual number of days
elapsed  from and  including  the  Closing  Date (in case of the first  Dividend
Payment Date and any date prior to the first Dividend  Payment Date) or the last
preceding  Dividend  Payment  Date (in case of any other date) to the date as of
which such  determination is to be made, based on a 360-day year, and (ii) as of
any Dividend  Payment Date after the first  Dividend  Payment Date,  such amount
shall be  calculated on the basis of such rate per annum based on a 360-day year
of twelve  30-day  months of twelve  30-day  months.  Whenever the Company shall
declare or pay any dividend on any Convertible  Preferred  Stock, the holders of
the Convertible Preferred Stock shall be entitled to receive such dividends on a
per share basis.

            (b) In addition to all dividends  payable  pursuant to Section 6(a),
whenever the Company shall declare or pay any dividend on its Common Stock,  the
holders of the  Convertible  Preferred  Stock shall be entitled to receive  such
dividends  on a  ratable  as-converted  basis  (calculated  as if all  shares of
Convertible  Preferred  Stock had been  converted  directly or  indirectly  into
Common Stock).  Dividends payable pursuant to this Section 6(b) shall not reduce
any dividends payable pursuant to Section 6(a).

            7.  Payment of  Dividends;  Mechanics  of Payment;  Dividend  Rights
Preserved.  (a)  Subject  to  Sections  6 and  11,  dividends  on any  share  of
Convertible  Preferred  Stock that are payable,  and are punctually paid or duly
provided  for,  on any  Dividend  Payment  Date  shall be paid in arrears to the
person in whose name such share of Convertible  Preferred  Stock (or one or more
predecessor shares of Convertible Preferred Stock) is registered at the close of
business  on the next  preceding  January  15,  April 15, July 15 and October 15
(each a "Dividend Record Date").

            (b) Unless full cumulative  dividends on all  outstanding  shares of
Convertible  Preferred  Stock  for all past  dividend  periods  shall  have been
declared and paid, or declared and a sufficient sum for the payment  thereof set
apart, then:

            (i) no dividend  (other than (A) with  respect to Junior  Shares,  a
            dividend payable solely in any Junior Shares, or (B) with respect to
            Parity Shares,  a dividend payable solely in Junior Shares or Parity
            Shares,  or (C) with respect to Parity  Shares,  a partial  dividend
            paid pro rata on such  Parity  Shares and the shares of  Convertible
            Preferred  Stock)  shall be  declared  or paid upon,  or any sum set
            apart for the payment of dividends upon, any Junior Shares or Parity
            Shares, respectively;

            (ii) no other  distribution  shall be declared or made upon,  or any
            sum set apart for the payment of any  distribution  upon, any Junior
            Shares or Parity Shares;

            (iii) no Junior  Shares or Parity  Shares or any  warrants,  rights,
            calls or options  (other  than any  cashless  exercises  of options)
            exercisable for or convertible into any Parity Share or Junior Share
            shall be purchased,  redeemed or otherwise  acquired  (other than in
            exchange

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            for  other  Junior  Shares or Parity  Shares,  respectively)  by the
            Company or any of its Subsidiaries; and

            (iv) no monies shall be paid into or set apart or made available for
            a sinking or other like fund for the  purchase,  redemption or other
            acquisition  of any Junior  Shares or Parity Shares or any warrants,
            rights,  calls or options  exercisable  for or convertible  into any
            Parity  Shares  or  Junior  Shares  by  the  Company  or  any of its
            Subsidiaries (other than any cashless exercises of options).

            Except  as  provided  in  Sections  6  or  12  hereof,   holders  of
Convertible  Preferred  Stock will not be  entitled  to any  dividends,  whether
payable in cash,  property or stock, in excess of the full cumulative  dividends
as herein described.

            (c) The  Company  will notify the  Registrar  and give notice to the
holders of the  Convertible  Preferred Stock no later than the close of business
on the tenth Business Day prior to any Dividend Record Date for each dividend as
to whether it will pay such dividend.

            (d)  Subject to the  foregoing  provisions  of this  Section 7, each
share  of  Convertible   Preferred  Stock  delivered  under  these  Articles  of
Designations  upon  registration of transfer of or in exchange for or in lieu of
any other  share of  Convertible  Preferred  Stock  shall  carry  the  rights to
dividends accumulated and unpaid, and to accrue, that were carried by such other
shares of Convertible Preferred Stock.

            (e) The holder of record of a share of Convertible  Preferred  Stock
at the close of business on a Dividend  Record Date with  respect to the payment
of dividends on the shares of  Convertible  Preferred  Stock will be entitled to
receive such dividends with respect to such share of Convertible Preferred Stock
on the corresponding  Dividend Payment Date,  notwithstanding  the conversion of
such share after such Dividend  Record Date and prior to such  Dividend  Payment
Date.

            8. Voting Rights. (a) The holders of record of shares of Convertible
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this Section 8 or as otherwise provided by law.

            (b) The holders of record of shares of Convertible  Preferred  Stock
shall be  entitled  to vote on all  matters  that the  holders of the  Company's
Common Stock are entitled to vote upon.

            (c) In addition to the voting  rights set forth above,  the approval
of the  holders  of at  least a  majority  of the  then  Outstanding  shares  of
Convertible  Preferred  Stock voting or  consenting,  as the case may be, as one
class, will be required for the Company to:

            (i)  amend  the  Articles  of   Incorporation,   these  Articles  of
            Designations  or the  By-Laws  so as to  (A)  affect  adversely  the
            rights,  preferences  (including,  without  limitation,  liquidation
            preferences,   conversion   price,   dividend  rate  and  redemption
            provisions), privileges or voting rights of holders of the shares of
            Convertible  Preferred Stock, or (B) increase or decrease the number
            of authorized shares of Convertible Preferred Stock;

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            (ii) enter into,  or permit any of its  Subsidiaries  to enter into,
            any  agreement  that  would  impose  material  restrictions  on  the
            Company's ability to honor the exercise of any rights of the holders
            of the Convertible Preferred Stock;

            (iii) authorize or create, issue, modify the terms of or increase or
            decrease the authorized amount of any Senior Shares;

            (iv)  issue any shares of  Convertible  Preferred  Stock  other than
            pursuant to the terms of the Purchase  Agreement as in effect on the
            Closing Date.

            (d) In exercising the voting rights set forth in Section 8(b),  each
share  of  Convertible   Preferred  Stock  shall  be  entitled  to  vote  on  an
as-converted basis with the holders of the Company's Common Stock. In exercising
the other voting  rights set forth in this  Section 8 each share of  Convertible
Preferred Stock entitled to vote shall have one vote per share, except that when
any  other  series  of  preferred  stock  shall  have the right to vote with the
Convertible  Preferred  Stock as a single  class on any matter not  specified in
this Section 8, then the  Convertible  Preferred  Stock and such other series of
preferred  stock shall have with  respect to such matters one vote per $1,000 of
the  aggregate  liquidation  preference of all shares of  Convertible  Preferred
Stock and all shares of such other series of preferred stock.

            9. Ranking. (a) The shares of Convertible Preferred Stock will, with
respect  to  dividend   rights  and  rights  on   liquidation,   winding-up  and
dissolution,  rank (i) senior to all shares of Common Stock  (whether  issued in
one or more  classes)  and to each  other  class of  capital  stock or series of
Preferred Stock of the Company, the terms of which do not expressly provide that
it ranks senior to or on a parity with the shares of Convertible Preferred Stock
as to dividend rights and rights on  liquidation,  winding-up and dissolution of
the Company (collectively  referred to, together with all shares of Common Stock
(whether  issued in one or more  classes) of the Company,  as "Junior  Shares");
(ii) on a parity with additional shares of Convertible Preferred Stock issued by
the Company and each other class of capital  stock or series of Preferred  Stock
of the Company issued by the Company,  the terms of which expressly provide that
such  class or series  will  rank on a parity  with the  shares  of  Convertible
Preferred Stock as to dividend rights and rights on liquidation,  winding-up and
dissolution of the Company  (collectively  referred to as "Parity Shares");  and
(iii) junior to each class of capital stock or series of Preferred  Stock of the
Company issued by the Company in compliance with Section 8 hereof,  the terms of
which expressly provide that such class or series will rank senior to the shares
of  Convertible   Preferred   Stock  as  to  dividend  rights  and  rights  upon
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Senior Shares").

            (b) No dividend  whatsoever  shall be declared or paid upon,  or any
sum set apart for the  payment of  dividends  upon,  any  outstanding  shares of
Convertible  Preferred  Stock with  respect to any  dividend  period  unless all
dividends  for all  preceding  dividend  periods have been declared and paid, or
declared and a sufficient sum set apart for the payment of such dividends,  upon
all outstanding Senior Shares.

            (c) In the event of any  liquidation,  dissolution  or winding-up of
the  Company,  whether  voluntary or  involuntary,  the holders of the shares of
Convertible Preferred Stock then Outstanding

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shall be entitled to receive, prior and in preference to any distribution of any
of the assets of the Company to the holders of shares of Common  Stock or Junior
Shares by reason of their ownership  thereof,  an amount equal to the greater of
(i) the then  effective  Liquidation  Preference of their shares of  Convertible
Preferred  Stock,  plus an amount  equal to all  dividends  accrued  and  unpaid
thereon from the last Dividend  Payment Date to the date fixed for  liquidation,
dissolution  or winding-up or (ii) the amount such holders would receive if such
holders converted,  directly or indirectly in accordance with their terms, their
shares of Convertible  Preferred  Stock into Common Stock  immediately  prior to
such liquidation, dissolution or winding up.

            (d) If upon the  occurrence  of such event the assets of the Company
shall  be  insufficient  to  permit  the  payment  to such  holders  of the full
preferential  amount and all  liquidating  payments  on all Parity  Shares,  the
entire  assets  of the  Company  legally  available  for  distribution  shall be
distributed  among the holders of the shares of Convertible  Preferred Stock and
the  holders of all Parity  Shares  ratably in  accordance  with the  respective
amounts that would be payable on such shares of Convertible  Preferred Stock and
any such Parity Shares if all amounts payable  thereon were paid in full.  After
payment of the full preferential amount (and, if applicable,  an amount equal to
a pro  rata  dividend  to the  holders  of  Outstanding  shares  of  Convertible
Preferred   Stock),   such  holders   shall  not  be  entitled  to  any  further
participation in any distribution of assets of the Company.

            10. Redemption. (a) The shares of Convertible Preferred Stock may be
redeemed by the Company at any time commencing  after the fourth  anniversary of
the Closing Date (the "Fourth Anniversary Date"), only in whole and not in part,
at the election of the Company (an "Optional Redemption"), at a redemption price
(the  "Redemption  Price")  payable in cash equal to 100% of the then  effective
Liquidation Preference,  plus accrued and unpaid dividends thereon from the last
Dividend  Payment  Date to the  date of  redemption  (the  "Optional  Redemption
Date").

            (b) Shares of Convertible  Preferred Stock (if not earlier  redeemed
or  converted)  shall be  mandatorily  redeemed  by the  Company  (a  "Mandatory
Redemption") upon a Change in Control within 30 days after the Change in Control
Date (the date of such redemption  being the "Mandatory  Redemption  Date") at a
Redemption Price payable in cash equal to 100% of the then effective Liquidation
Preference  plus accrued and unpaid  dividends  thereon  from the last  Dividend
Payment Date to the Mandatory  Redemption Date plus if the Mandatory  Redemption
Date is on or prior to the Fourth  Anniversary Date, the amount of any dividends
that would have accrued and been payable on the Convertible Preferred Stock from
the Redemption Date through the Fourth Anniversary Date.

            (c)  In  the  event  of  an  Optional   Redemption  or  a  Mandatory
Redemption, the Company shall give a redemption notice (the "Redemption Notice")
to the  holders  (A) not  fewer  than 30 days nor more than 60 days  before  the
redemption date in the case of an Optional Redemption or (B) within 5 days after
the Change in Control Date in the case of a Mandatory  Redemption (the Mandatory
Redemption Date or the Optional  Redemption Date, as applicable,  is hereinafter
referred to as the "Redemption Date").  Whenever a Redemption Notice is required
to be delivered to the holders,  such notice shall provide the  information  set
forth below and be given by first class mail,  postage prepaid to each holder of
shares of Convertible Preferred Stock, at such holder's

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address  appearing in the Convertible  Preferred Share Register.  All Redemption
Notices and shall state:

            (i)  the Redemption Date;

            (ii)  the applicable Redemption Price;

            (iii)  that on the  Redemption  Date,  the  Liquidation  Preference,
            together  with  all  accrued  and  unpaid  dividends  from  the last
            Dividend Payment Date to the Redemption  Date, plus the amounts,  if
            any,  required by Section 10(b) if the Mandatory  Redemption Date is
            on or prior to the  Fourth  Anniversary  Date,  will  become due and
            payable upon each such share of  Convertible  Preferred  Stock to be
            redeemed  and that  dividends  thereon  will  cease to accrue on and
            after said date;

            (iv) the  conversion  price,  the date on which the right to convert
            shares of Convertible  Preferred Stock to be redeemed will terminate
            and the place or places where such shares of  Convertible  Preferred
            Stock may be surrendered for conversion;

            (v) the place or places where such shares of  Convertible  Preferred
            Stock are to be surrendered for payment of the Redemption  Price and
            the other amounts which are then payable; and

            (vi) if a  Mandatory  Redemption  pursuant  to  Section  10(b),  the
            relevant circumstances and facts regarding the Change in Control.

            (d) The  Redemption  Notice shall be given by the Company or, at the
Company's  request,  by the  Registrar  in the  name and at the  expense  of the
Company;  provided  that if the  Company  so  requests,  it  shall  provide  the
Registrar adequate time, as reasonably  determined by the Registrar,  to deliver
such notices in a timely fashion.

            (e) Prior to any Redemption Date, the Company shall deposit with the
Registrar or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust) an amount of consideration sufficient to pay
the Liquidation Preference of all the shares of Convertible Preferred Stock that
are to be redeemed on that date plus all  accrued and unpaid  dividends  thereon
from the last Dividend Payment Date to the Redemption Date plus the amounts,  if
any,  required by Section 10(b) if the Mandatory  Redemption Date is on or prior
to the Fourth  Anniversary  Date. If any share of  Convertible  Preferred  Stock
called  for  redemption  is  converted,  any  consideration  deposited  with the
Registrar  or with any Paying Agent or so  segregated  and held in trust for the
redemption  of such  share  of  Convertible  Preferred  Stock  shall  be paid or
delivered  to the Company  upon  Company  Order or, if then held by the Company,
shall be discharged from such trust.

            (f) Notice of redemption having been given as aforesaid,  the shares
of Convertible  Preferred Stock so to be redeemed shall, on the Redemption Date,
become due and payable at the Liquidation  Preference therein specified plus all
accrued and unpaid dividends  thereon from the last Dividend Payment Date to the
Redemption  Date plus the  amounts,  if any,  required  by Section

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10(b) if the Mandatory  Redemption Date is on or prior to the Fourth Anniversary
Date,  and from and after such date  (unless  the Company  shall  default in the
payment of the Redemption  Price and accrued but unpaid  dividends and unaccrued
dividends  through  the Fourth  Anniversary  Date)  dividends  on such shares of
Convertible Preferred Stock shall cease to accrue and such shares shall cease to
be convertible into shares of Common Stock. Upon surrender of any such shares of
Convertible  Preferred Stock for redemption in accordance with said notice, such
shares of  Convertible  Preferred  Stock shall be redeemed by the Company at the
applicable  Liquidation  Preference,   together  with  all  accrued  and  unpaid
dividends  thereon from the last Dividend  Payment Date to the  Redemption  Date
plus the amounts, if any, required by Section 10(b) if the Mandatory  Redemption
Date is on or prior to the Fourth  Anniversary Date. If any share of Convertible
Preferred  Stock  called  for  redemption  shall not be so paid  upon  surrender
thereof for redemption,  the Liquidation Preference thereof, and all accrued and
unpaid  dividends  thereon from the last Dividend Payment Date to the Redemption
Date plus the  amounts,  if any,  required  by  Section  10(b) if the  Mandatory
Redemption  Date is on or prior to the Fourth  Anniversary  Date,  shall,  until
paid, bear interest from the Redemption Date at the dividend rate payable on the
shares of Convertible Preferred Stock and such shares shall remain convertible.

            (g) If the Convertible  Preferred Stock is redeemed  subsequent to a
Dividend  Record Date with respect to any Dividend  Payment Date and on or prior
to such  Dividend  Payment  Date,  then any  accrued  dividends  payable on such
Dividend  Payment  Date will be paid to the  person in whose  name such share of
Convertible  Preferred  Stock is  registered  at the close of  business  on such
Dividend Record Date.

            11. Method of Payments. The Company shall make all dividend payments
in cash.  Any dividends  not paid in cash on a current  basis on the  applicable
Dividend  Payment  Date  shall  constitute  Accumulated  Dividends.  Accumulated
Dividends  shall be added to the  Liquidation  Preference.  Dividends may not be
paid by delivery of shares of Convertible Preferred Stock.

            12.  Conversion.  (a)  Subject  to  and  upon  compliance  with  the
provisions of these Articles of Designations, at the option of:

            (I) the  holder  thereof  (a  "Holder  Conversion"),  any  share  of
            Convertible  Preferred  Stock  may be  converted  at any time into a
            number  of fully  paid and  nonassessable  shares  of  Common  Stock
            (calculated  as to each  conversion to the nearest 1/100 of a share)
            equal to (i) the then effective Liquidation  Preference thereof plus
            accrued and unpaid  dividends to the date of conversion plus, if the
            date of conversion is prior to the Fourth Anniversary Date and there
            has been a public  announcement  of a Change  in  Control,  a public
            announcement by the Company of a transaction  that would result in a
            Change  in  Control  or a public  announcement  by any  Person of an
            intention to effect a Change in Control, the amount of any dividends
            that would have accrued and been payable from the date of conversion
            to the Fourth  Anniversary Date divided by (ii) the Conversion Price
            in effect at the time of conversion; or

            (II)  the  Company  (a  "Company   Conversion")   after  the  second
            anniversary of the Closing Date if (x) the closing price (as defined
            in Section  12(d)(vi))  of the Common Stock has been at least $30.00
            per  share,  as  adjusted  for any stock  splits,  stock  dividends,
            combinations or

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            similar   reclassifications   of  the  Common  Stock,   for  the  60
            consecutive  trading day period  ending one day prior to the date of
            the  Conversion  Notice  required by Section  12(b)(II)  and (y) the
            Company delivers to the holders an Officers'  Certificate  (with the
            Conversion  Notice) certifying that the Company is at that time able
            to  effect  a  Demand  Registration  (as  defined  in  the  Purchase
            Agreement)  and  would  not  defer  the  filing  of  a  registration
            statement  pursuant to Section 10.01(b) of the Purchase Agreement or
            otherwise,  all but not less than all of the  Convertible  Preferred
            Stock may be converted into a number of fully paid and nonassessable
            shares of Common  Stock  (calculated  as to each  conversion  to the
            nearest  1/100  of  a  share)  equal  to  (i)  the  then   effective
            Liquidation  Preference thereof plus accrued and unpaid dividends to
            the  date of  conversion  divided  by (ii) the  Conversion  Price in
            effect at the time of conversion.

            In case the  Convertible  Preferred  Stock is called for redemption,
such conversion right in respect of the Convertible Preferred Stock shall expire
at the close of business on the Business Day next preceding the Redemption Date,
unless the Company defaults in making the payment due upon redemption.

            The  "Conversion  Price"  shall be equal to $9.47.  The  "Conversion
Price" shall be adjusted in certain  instances as provided in Sections 12(d) and
Section 12(e) hereof.

            (b) In the event of

            (I) a Holder  Conversion,  the  holder of any  share of  Convertible
            Preferred  Stock to be converted shall surrender the certificate for
            such share, duly endorsed or assigned to the Company or in blank, at
            any office or agency of the  Company  maintained  for that  purpose,
            accompanied  by  written  notice to the  Company  at such  office or
            agency  that the holder  elects to  convert  such share or, if fewer
            than all the shares of Convertible  Preferred Stock represented by a
            single share  certificate are to be converted,  the number of shares
            represented  thereby to be converted.  In the case of any conversion
            of  fewer  than  all  the  shares  of  Convertible  Preferred  Stock
            evidenced by a certificate,  upon such  conversion the Company shall
            execute  and the  Registrar  shall  countersign  and  deliver to the
            holder thereof,  at the expense of the Company, a new certificate or
            certificates  representing  the  number  of  unconverted  shares  of
            Convertible Preferred Stock; or

            (II) a Company  Conversion,  the  Company  shall  give a  conversion
            notice  (the  "Conversion  Notice") to the holders not fewer than 30
            days  nor  more  than  60  days  before  the  conversion  date  (the
            "Conversion  Date").  Whenever a Conversion Notice is required to be
            delivered to the holders,  such notice shall provide the information
            set forth below and be given by first class mail, postage prepaid to
            each  holder of  shares  of  Convertible  Preferred  Stock,  at such
            holder's  address  appearing  in  the  Convertible  Preferred  Share
            Register. All Conversion Notices and shall state:

                        (i)  the Conversion Date;

                                       9
<PAGE>

                        (ii) the number of shares of Common Stock into which the
                        Convertible Preferred Stock will be converted, including
                        the data used to determine such amount of shares;

                        (iii)  that on the  Conversion  Date,  dividends  on the
                        Convertible  Preferred Stock will cease to accrue on and
                        after said date; and

                        (iv)  the  place  or  places   where   such   shares  of
                        Convertible  Preferred  Stock shall be  surrendered  for
                        conversion.

            Shares of Convertible  Preferred  Stock shall be deemed to have been
converted  immediately prior to the close of business on the day of surrender of
such shares for  conversion in accordance  with clause (I) above or prior to the
close of business on the  Conversion  Date in the case of Clause (II) above,  as
applicable, and at such time the rights of the holders of such shares as holders
shall cease,  and the person or persons entitled to receive the shares of Common
Stock issuable upon  conversion  shall be treated for all purposes as the record
holder or holders of such  shares of Common  Stock at such time.  As promptly as
practicable on or after the date of any such conversion, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the
number of full shares of Common Stock  issuable upon  conversion,  together with
payment in lieu of any fraction of a share, as provided in Section 12(c).

            (c) No  fractional  shares of Common  Stock shall be issued upon the
conversion of a share of Convertible  Preferred Stock. If more than one share of
Convertible  Preferred  Stock shall be surrendered for conversion at one time by
the same  holder,  the  number of full  shares of Common  Stock  which  shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of Convertible  Preferred Stock so surrendered.  Instead of any
fractional  shares of Common  Stock  which  would  otherwise  be  issuable  upon
conversion of any share of Convertible  Preferred Stock, the Company shall pay a
cash  adjustment  in respect  of such  fraction  in an amount  equal to the same
fraction of the closing  price (as  defined in Section  12(d)(vi))  per share of
Common  Stock at the close of business on the  Business  Day prior to the day of
conversion.

            (d) For purposes of this Section  12(d),  all  references  to Common
Stock  shall be deemed to  include  the  shares of Common  Stock  into which the
Convertible  Preferred  Stock is  convertible.  The  Conversion  Price  shall be
adjusted from time to time by the Company as follows:

            (i)  If  the  Company  shall  hereafter  pay a  dividend  or  make a
            distribution  to all  holders  of the  outstanding  shares of Common
            Stock in shares of Common Stock,  the Conversion  Price in effect at
            the opening of business on the date following the date fixed for the
            determination  of shareholders  entitled to receive such dividend or
            other  distribution  shall be reduced by multiplying such Conversion
            Price by a fraction  of which the  numerator  shall be the number of
            shares of Common Stock  outstanding  at the close of business on the
            Common Stock Record Date (as defined in Section 12(d)(vi)) fixed for
            such  determination  and the  denominator  shall  be the sum of such
            number of shares and the total  number of shares  constituting  such
            dividend or other  distribution,  such reduction to become effective
            immediately  after the opening of business on the day  following the
            Common  Stock Record Date.  If any dividend or  distribution  of the
            type described in this Section  12(d)(i) is

                                       10

<PAGE>

            declared but not so paid or made, the  Conversion  Price shall again
            be adjusted to the Conversion Price which would then be in effect if
            such dividend or distribution had not been declared.

            (ii) (1) In case the Company  shall  issue or sell any Common  Stock
            (other than Common Stock issued (A) upon  exercise or  conversion of
            (x) any security  outstanding  on the Closing Date or (y) any Option
            Stock,  (B) upon exercise or conversion of any security the issuance
            of which caused an adjustment hereunder or the issuance of which did
            not require adjustment  hereunder or (C) upon exercise or conversion
            of any of the  Convertible  Preferred Stock in accordance with their
            respective  terms) without  consideration or for a consideration per
            share less than the Current  Market Price on the earlier of the date
            on which the Company  entered into a firm contract for such issuance
            or the  actual  date of such  issuance,  or shall  issue  securities
            convertible  into Common Stock  having a conversion  price per share
            less than the  Current  Market  Price at the  earlier of the date on
            which the Company  entered into a firm contract for such issuance or
            the  actual  date of  issuance  of such  convertible  security,  the
            Conversion  Price to be in effect after such  issuance or sale shall
            be  determined  by  multiplying  the  Conversion   Price  in  effect
            immediately  prior to such  issuance or sale by a fraction,  (I) the
            numerator  of which  shall be the sum of (x) the number of shares of
            Common Stock outstanding  immediately prior to such issuance or sale
            and (y) the  number of shares of Common  Stock  which the  aggregate
            consideration  receivable  by the  Company  for the total  number of
            additional shares of Common Stock so issued or sold (or, in the case
            of convertible securities, issuable on conversion) would purchase at
            the  Current  Market  Price  in  effect  immediately  prior  to such
            issuance or sale and (II) the  denominator of which shall be the sum
            of the  number of shares of  Common  Stock  outstanding  immediately
            prior to such issuance or sale and the number of  additional  shares
            of Common Stock to be issued or sold (or, in the case of convertible
            securities,  issued  on  conversion).  In case  any  portion  of the
            consideration to be received by the Company shall be in a form other
            than cash, the fair market value of such noncash consideration shall
            be utilized in the foregoing computation. Fair market value shall be
            determined in good faith by the Board of Directors.

            (2) In case the Company shall issue or sell  securities  convertible
            into  Common  Stock  having  a  fair  market  value  more  than  the
            consideration  received by the Company for such issuance or sale, at
            the  earlier of the date on which the  Company  entered  into a firm
            contract  for such  issuance  or the actual date of issuance of such
            convertible  security,  the  Conversion  Price to be in effect after
            such  issuance  or sale  shall  be  determined  by  multiplying  the
            Conversion  Price in effect  immediately  prior to such  issuance or
            sale by a fraction,  (I) the  numerator of which shall be the sum of
            (x) the  number of shares of Common  Stock  outstanding  immediately
            prior to such  issuance  or sale and (y) the  number  of  shares  of
            Common Stock which the  aggregate  consideration  receivable  by the
            Company for the total  number of  additional  shares of Common Stock
            issuable on conversion would purchase at the Current Market Price in
            effect  immediately  prior  to such  issuance  or sale  and (II) the
            denominator of which shall be the sum of (x) the number of shares of
            Common Stock outstanding  immediately prior to such issuance or sale
            and (y) the number of shares of Common  Stock  which the fair market
            value of such  convertible  securities would purchase at the Current
            Market Price immediately prior to such issuance or sale. In case any
            portion

                                       11

<PAGE>

            of the  consideration  to be received  by the Company  shall be in a
            form  other  than  cash,  the  fair  market  value  of such  noncash
            consideration shall be utilized in the foregoing  computation.  Fair
            market  value  shall be  determined  in good  faith by the  Board of
            Directors.

            (3) If the Company shall offer or issue options,  rights or warrants
            to all holders of its  outstanding  shares of Common Stock entitling
            them to subscribe for or purchase  shares of Common Stock at a price
            per share less than the Current  Market Price (as defined in Section
            12(d)(vi))   on  the  Common   Stock   Record  Date  fixed  for  the
            determination  of  shareholders  entitled to receive  such  options,
            rights or warrants,  the Conversion  Price shall be adjusted so that
            the same  shall  equal  the  price  determined  by  multiplying  the
            Conversion  Price in effect at the  opening of  business on the date
            after such  Common  Stock  Record  Date by a  fraction  of which the
            numerator shall be the number of shares of Common Stock  outstanding
            at the close of  business on the Common  Stock  Record Date plus the
            number of shares of Common Stock which the aggregate  offering price
            of the  total  number of shares  of  Common  Stock  subject  to such
            options,  rights or warrants  would  purchase at such Current Market
            Price and of which the denominator  shall be the number of shares of
            Common  Stock  outstanding  at the close of  business  on the Common
            Stock  Record  Date plus the total  number of  additional  shares of
            Common  Stock  subject  to such  options,  rights  or  warrants  for
            subscription  or purchase.  Such adjustment  shall become  effective
            immediately  after the opening of business on the day  following the
            Common Stock  Record Date fixed for  determination  of  shareholders
            entitled to purchase or receive such options, rights or warrants. To
            the extent that shares of Common Stock are not delivered pursuant to
            such options, rights or warrants, upon the expiration or termination
            of such options, rights or warrants the Conversion Price shall again
            be adjusted to be the Conversion Price which would then be in effect
            had the adjustments  made upon the issuance of such options,  rights
            or warrants been made on the basis of delivery of only the number of
            shares of Common Stock actually delivered.  If such options,  rights
            or warrants are not so issued,  the Conversion  Price shall again be
            adjusted to be the Conversion Price which would then be in effect if
            such date fixed for the  determination  of shareholders  entitled to
            receive  such  options,  rights or warrants  had not been fixed.  In
            determining  whether any  options,  rights or  warrants  entitle the
            holders to subscribe for or purchase  shares of Common Stock at less
            than such Current  Market Price,  and in  determining  the aggregate
            offering price of such shares of Common Stock,  there shall be taken
            into account (x) any consideration received for such options, rights
            or warrants,  with the value of such consideration and the amount of
            such  exercise  or  subscription  price,  if other than cash,  to be
            determined  by the  Board of  Directors  and (y) the  amount  of any
            exercise  price  or  subscription  price  required  to be paid  upon
            exercise of such options, warrants or rights.

            (iii) If the outstanding  shares of Common Stock shall be subdivided
            into a greater  number of shares  of Common  Stock,  the  Conversion
            Price in effect at the opening of business on the day  following the
            day  upon  which  such  subdivision   becomes   effective  shall  be
            proportionately reduced, and, conversely,  if the outstanding shares
            of Common Stock shall be combined into a smaller number of shares of
            Common  Stock,  the  Conversion  Price in effect at the  opening  of
            business on the day  following  the day upon which such  combination
            becomes effective shall be proportionately increased, such reduction
            or  increase,  as the case

                                       12

<PAGE>

            may be,  to  become  effective  immediately  after  the  opening  of
            business on the day following the day upon which such subdivision or
            combination becomes effective.

            (iv) If the Company shall,  by dividend or otherwise,  distribute to
            all holders of its shares of Common Stock any class of capital stock
            of the Company (other than any dividends or  distributions  to which
            Section 12(d)(i) applies) or evidences of its indebtedness,  cash or
            other assets  (including  securities,  but  excluding  any rights or
            warrants of a type referred to in Section 12(d)(ii)(2) and dividends
            and distributions paid exclusively in cash and excluding any capital
            stock, evidences of indebtedness,  cash or assets distributed upon a
            merger  or  consolidation  to  which  Section  12(e)  applies)  (the
            foregoing   hereinafter  in  this  Section   12(d)(iv)   called  the
            "Distributed  Securities"),  then, in each such case, the Conversion
            Price  shall be reduced so that the same shall be equal to the price
            determined by multiplying the Conversion Price in effect immediately
            prior to the close of business on the Common  Stock  Record Date (as
            defined in Section 12(d)(vi)) with respect to such distribution by a
            fraction of which the  numerator  shall be the Current  Market Price
            (determined as provided in Section  12(d)(vi)) on such date less the
            fair market value (as  determined by the Board of  Directors,  whose
            good faith  determination  shall be  conclusive  and  described in a
            resolution of the Board of Directors) on such date of the portion of
            the Distributed Securities so distributed applicable to one share of
            Common Stock and the denominator shall be such Current Market Price,
            such reduction to become effective  immediately prior to the opening
            of business  on the day  following  the Common  Stock  Record  Date;
            provided, however, that, in the event the then fair market value (as
            so  determined)  of the  portion of the  Distributed  Securities  so
            distributed  applicable  to one share of Common Stock is equal to or
            greater  than the Current  Market  Price on the Common  Stock Record
            Date, in lieu of the foregoing adjustment,  adequate provision shall
            be made so that each holder of shares of Convertible Preferred Stock
            shall  have  the  right to  receive  upon  conversion  of a share of
            Convertible  Preferred Stock (or any portion  thereof) the amount of
            Distributed  Securities  such holder  would have  received  had such
            holder  converted  such  share of  Convertible  Preferred  Stock (or
            portion   thereof)   directly  or   indirectly   into  Common  Stock
            immediately prior to such Common Stock Record Date. If such dividend
            or distribution  is not so paid or made, the Conversion  Price shall
            again be adjusted to be the Conversion  Price which would then be in
            effect if such dividend or  distribution  had not been declared.  If
            the  Board of  Directors  determines  the fair  market  value of any
            distribution for purposes of this Section  12(d)(iv) by reference to
            the  actual  or  when  issued  trading  market  for  any  securities
            constituting all or part of such  distribution,  it must in doing so
            consider  the prices in such  market  over the same  period  used in
            computing the Current Market Price pursuant to Section  12(d)(vi) to
            the extent possible.  Options, rights or warrants distributed by the
            Company  to all  holders  of shares of Common  Stock  entitling  the
            holders thereof to subscribe for or purchase shares of the Company's
            capital  stock (either  initially or under  certain  circumstances),
            which  options,  rights  or  warrants,  until  the  occurrence  of a
            specified event or events ("Dilution Trigger Event"): (A) are deemed
            to be  transferred  with such  shares of Common  Stock;  (B) are not
            exercisable;  and (C) are also issued in respect of future issuances
            of  shares  of  Common  Stock,  shall  be  deemed  not to have  been
            distributed   for  purposes  of  this  Section   12(d)(iv)  (and  no
            adjustment  to the  Conversion  Price under this  Section  12(d)(iv)
            shall be required)  until the  occurrence  of the earliest  Dilution
            Trigger Event, whereupon such options,  rights

                                       13

<PAGE>

            and  warrants  shall  be  deemed  to have  been  distributed  and an
            appropriate  adjustment to the  Conversion  Price under this Section
            12(d)(iv)  shall be made. If any such  options,  rights or warrants,
            including any such existing options,  rights or warrants distributed
            prior to the  first  issuance  of shares  of  Convertible  Preferred
            Stock, are subject to subsequent events, upon the occurrence of each
            of which such options,  rights or warrants shall become  exercisable
            to purchase different securities, evidences of indebtedness or other
            assets, then the occurrence of each such event shall be deemed to be
            such date of issuance  and record date with  respect to new options,
            rights or warrants (and a termination  or expiration of the existing
            options,  rights  or  warrants,   without  exercise  by  the  holder
            thereof).  In addition,  in the event of any distribution (or deemed
            distribution)  of  options,  rights  or  warrants,  or any  Dilution
            Trigger Event with respect thereto, that was counted for purposes of
            calculating  a  distribution  amount for which an  adjustment to the
            Conversion  Price under this Section 12(d) was made, (1) in the case
            of any such  options,  rights or warrants  which shall all have been
            redeemed or repurchased without exercise by any holders thereof, the
            Conversion  Price shall be readjusted upon such final  redemption or
            repurchase to give effect to such  distribution or Dilution  Trigger
            Event,  as the case may be, as  though it were a cash  distribution,
            equal to the per share  redemption or repurchase price received by a
            holder or  holders of shares of Common  Stock  with  respect to such
            options,  rights or warrants (assuming such holder had retained such
            options,  rights  or  warrants),  made to all  holders  of shares of
            Common Stock as of the date of such  redemption or  repurchase,  and
            (2) in the case of such options, rights or warrants which shall have
            expired or been terminated  without exercise by any holders thereof,
            the Conversion Price (as adjusted  pursuant to this paragraph) shall
            be  readjusted to be the  Conversion  Price which would have been in
            effect if such  options,  rights or  warrants  had not been  issued.
            Notwithstanding any other provision of this Section 12(d)(iv) to the
            contrary,  options,  rights,  warrants,  evidences of  indebtedness,
            other  securities,   cash  or  other  assets   (including,   without
            limitation,  any  rights  distributed  pursuant  to any  shareholder
            rights  plan)  shall be  deemed  not to have  been  distributed  for
            purposes  of this  Section  12(d)(iv)  if the Company  makes  proper
            provision  so that each  holder of shares of  Convertible  Preferred
            Stock who converts a share of  Convertible  Preferred  Stock (or any
            portion   thereof)  after  the  date  fixed  for   determination  of
            shareholders  entitled  to receive  any such  distribution  shall be
            entitled to receive upon such conversion,  in addition to the shares
            of Common Stock issuable upon such  conversion,  the amount and kind
            of such  distributions  that such holder would have been entitled to
            receive if such holder had,  immediately prior to such determination
            date,  converted  such  share of  Convertible  Preferred  Stock into
            Common  Stock.  For purposes of this Section  12(d)(iv) and Sections
            12(d)(i)  and (ii),  any  dividend  or  distribution  to which  this
            Section  12(d)(iv) is applicable that also includes shares of Common
            Stock,  or options,  rights or warrants to subscribe for or purchase
            shares of Common Stock to which Section 12(d)(ii) applies (or both),
            shall be deemed instead to be (A) a dividend or  distribution of the
            evidences of indebtedness,  assets,  shares of capital stock, rights
            or  warrants  other  than such  shares of Common  Stock or  options,
            rights or  warrants  to which  Section  12(d)(ii)  applies  (and any
            Conversion Price reduction  required by this Section  12(d)(iv) with
            respect  to such  dividend  or  distribution  shall  then  be  made)
            immediately  followed  by (B) a  dividend  or  distribution  of such
            shares of Common Stock or such options,  rights or warrants (and any
            further  Conversion Price reduction required by Sections 12(d)(i) or
            12(d)(ii) with respect to such dividend or  distribution  shall then
            be made),  except  that (1) the  Common  Stock  Record

                                       14

<PAGE>

            Date of such dividend or  distribution  shall be substituted as "the
            date fixed for the determination of stockholders entitled to receive
            such dividend or other distribution",  "the Common Stock Record Date
            fixed for such  determination"  and "the Common  Stock  Record Date"
            within the  meaning of Section  12(d)(i)  and as "the date fixed for
            the determination of shareholders entitled to receive such rights or
            warrants", "the Common Stock Record Date fixed for the determination
            of the share  holders  entitled to receive  such rights or warrants"
            and  "such  Common  Stock  Record  Date"  for  purposes  of  Section
            12(d)(ii),  and (2) any  shares of  Common  Stock  included  in such
            dividend or  distribution  shall not be deemed  "outstanding  at the
            close of business on the date fixed for such  determination" for the
            purposes of Section 12(d)(i).

            (v) For  purposes  of this  Section  12(d),  the number of shares of
            Common Stock at any time  outstanding  shall not include shares held
            in the  treasury  of the  Company.  The  Company  shall  not pay any
            dividend or make any  distribution on shares of Common Stock held in
            the treasury of the Company.

            (vi) For purposes of this Section 12(d),  the following  terms shall
            have the meaning indicated:

            "closing  price" with respect to any securities on any day means the
last sale price on such day as reported in the Consolidated  Last Sale Reporting
System or as quoted in the National  Association of Securities Dealers Automated
Quotation  System,  or if such last sale price is not available,  the average of
the closing bid and asked prices as reported in either such system.

            "Common  Stock  Record Date"  means,  with respect to any  dividend,
distribution or other  transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other  applicable  security) is exchanged for or converted into
any  combination  of cash,  securities  or other  property,  the date  fixed for
determination of shareholders entitled to receive such cash, securities or other
property  (whether  such date is fixed by the Board of  Directors or by statute,
contract or otherwise).

            "Current Market Price" means the average of the daily closing prices
per share of Common Stock for the 20 consecutive  trading days immediately prior
to the date in  question;  provided,  however,  that  (A) if the  "ex"  date (as
hereinafter  defined)  for any event  (other than the  issuance or  distribution
requiring such  computation) that requires an adjustment to the Conversion Price
pursuant to Sections 12(d)(i),  (ii), (iii), (iv), and (v) occurs during such 20
consecutive  trading  days,  the closing price for each trading day prior to the
"ex" date for such other event shall be adjusted  by  multiplying  such  closing
price by the same  fraction by which the  Conversion  Price is so required to be
adjusted  as a result of such  other  event,  (B) if the "ex" date for any event
(other than the  issuance  or  distribution  requiring  such  computation)  that
requires an adjustment to the Conversion  Price  pursuant to Sections  12(d)(i),
(ii),  (iii),  (iv), or (v) occurs on or after the "ex" date for the issuance or
distribution  requiring such  computation and prior to the day in question,  the
closing  price for each  trading  day on and after the "ex" date for such  other
event shall be adjusted by  multiplying  such closing price by the reciprocal of
the  fraction by which the  Conversion  Price is so required to be adjusted as a
result  of such  other  event  and (C) if the  "ex"  date  for the  issuance  or
distribution  requiring such computation is prior to the day in question,  after
taking into  account any

                                       15

<PAGE>

adjustment  required pursuant to clause (A) or (B) of this proviso,  the closing
price for each  trading  day on or after  such "ex" date  shall be  adjusted  by
adding  thereto the amount of any cash and the fair market value (as  determined
by  the  Board  of  Directors  in  a  manner  consistent  with  any  good  faith
determination  of such value for purposes of Sections  12(d)(iv)  or (v),  whose
good faith  determination  shall be conclusive  and described in a resolution of
the Board of  Directors)  of the  evidences of  indebtedness,  shares of capital
stock or assets being distributed  applicable to one share of Common Stock as of
the close of  business on the day before  such "ex" date.  For  purposes of this
paragraph,  the term "ex" date (1) when used with  respect  to any  issuance  or
distribution,  means the first  date on which the shares of Common  Stock  trade
regular way on the relevant  exchange or in the  relevant  market from which the
closing  price was  obtained  without  the right to  receive  such  issuance  or
distribution and (2) when used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the shares of Common Stock
trade  regular way on such  exchange  or in such market  after the time at which
such  subdivision  or  combination   becomes  effective.   Notwithstanding   the
foregoing,  whenever  successive  adjustments to the Conversion Price are called
for  pursuant  to this  Section  12(d),  such  adjustments  shall be made to the
Current Market Price as may be necessary or appropriate to effectuate the intent
of this Section 12(d) and to avoid unjust or inequitable  results, as determined
in good faith by the Board of Directors.

            "fair market value" means the amount which a willing buyer would pay
a willing seller in an arm's-length transaction.

            (vii) No adjustment in the Conversion Price shall be required unless
            such adjustment would require an increase or decrease of at least 1%
            in such price;  provided,  however,  that any  adjustments  which by
            reason of this Section  12(d)(vii) are not required to be made shall
            be  carried  forward  and  taken  into  account  in  any  subsequent
            adjustment.  All calculations under this Section 12 shall be made by
            the  Company and shall be made to the nearest  cent.  No  adjustment
            need be made for a change  in the par  value or no par  value of the
            Common Stock.

            (viii) Whenever the Conversion Price is adjusted as herein provided,
            the Company  shall  promptly  file with the  Registrar  an Officers'
            Certificate setting forth the Conversion Price after such adjustment
            and setting  forth a brief  statement  of the facts  requiring  such
            adjustment. Promptly after delivery of such certificate, the Company
            shall prepare a notice of such  adjustment of the  Conversion  Price
            setting  forth the adjusted  Conversion  Price and the date on which
            each adjustment becomes effective and shall mail such notice of such
            adjustment  of the  Conversion  Price to each  holder  of  shares of
            Convertible  Preferred Stock at such holder's last address appearing
            on the register of holders  maintained  for that  purpose  within 10
            days of the effective  date of such  adjustment.  Failure to deliver
            such  notice  shall not affect the  legality or validity of any such
            adjustment.

            (ix) In any  case in  which  this  Section  12(d)  provides  that an
            adjustment shall become effective  immediately  after a Common Stock
            Record Date for an event, the Company may defer until the occurrence
            of such  event  issuing  to the  holder of any share of  Convertible
            Preferred  Stock  converted  after such Common Stock Record Date and
            before the occurrence of such event the additional  shares of Common
            Stock  issuable  upon such

                                       16

<PAGE>

            conversion by reason of the  adjustment  required by such event over
            and above the shares of Common Stock  issuable upon such  conversion
            before giving effect to such adjustment.

            (e) In case of any  consolidation  of the Company with, or merger of
the Company into,  any other Person,  or in case of any merger of another Person
into  the   Company   (other   than  a  merger  that  does  not  result  in  any
reclassification,  conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company),  or in case of any sale, conveyance or transfer of
all or substantially all the assets of the Company,  the holder of each share of
Convertible  Preferred Stock shall have the right thereafter,  during the period
such share of Convertible  Preferred  Stock shall be convertible as specified in
Section  12(a),  to convert such share of Convertible  Preferred  Stock into the
kind and amount of  securities,  cash and other  property  receivable  upon such
consolidation,  merger,  conveyance  or  transfer  by a holder of the  number of
shares of shares  of  Common  Stock of the  Company  into  which  such  share of
Convertible  Preferred Stock might have been converted immediately prior to such
consolidation, merger, conveyance or transfer, assuming such holder of shares of
Common Stock of the Company  failed to exercise his rights of election,  if any,
as to the kind or amount of securities,  cash and other property receivable upon
such consolidation,  merger,  conveyance or transfer (provided that, if the kind
or  amount  of  securities,   cash  and  other  property  receivable  upon  such
consolidation,  merger, conveyance or transfer is not the same for each share of
Common  Stock of the Company in respect of which such  rights of election  shall
not have been  exercised  ("nonelecting  share"),  then for the  purpose of this
Section 12 the kind and amount of securities, cash and other property receivable
upon such  consolidation,  merger,  conveyance  or transfer by each  nonelecting
share  shall be deemed to be the kind and  amount so  receivable  per share by a
plurality  of  the  nonelecting  shares).  Such  securities  shall  provide  for
adjustments which, for events subsequent to the effective date of the triggering
event,  shall be as nearly  equivalent as may be practicable to the  adjustments
provided for in this Section 12. The above  provisions  of this Section 12 shall
similarly apply to successive consolidations, mergers, conveyances or transfers.

            (f)  In case:

            (i) the Company shall declare a dividend (or any other distribution)
            on its Common Stock payable otherwise than in cash out of its earned
            surplus; or

            (ii) the Company shall  authorize the granting to all holders of its
            shares of Common  Stock of rights or  warrants to  subscribe  for or
            purchase  any shares of  capital  stock of any class or of any other
            rights;

            (iii) of any  reclassification  of the Common  Stock  (other  than a
            subdivision or combination  of the Company's  outstanding  shares of
            Common  Stock),  or of any  consolidation  or  merger  to which  the
            Company is a party and for which approval of any shareholders of the
            Company is required,  or the sale,  conveyance or transfer of all or
            substantially all the assets of the Company;

            (iv) of any capital reorganization; or

            (v) of the  voluntary or  involuntary  dissolution,  liquidation  or
            winding-up of the Company;

                                       17

<PAGE>

then the Company  shall cause to be filed with the  Registrar and at each office
or agency  maintained  for the purpose of  conversion  of shares of  Convertible
Preferred  Stock,  and shall  cause to be mailed to all  holders  at their  last
addresses  as they shall  appear in the shares of  Convertible  Preferred  Stock
Register, a notice stating (x) the date on which a record is to be taken for the
purpose of such dividend,  distribution,  rights or warrants, or, if a record is
not to be taken,  the date as of which the holders of shares of Common  Stock of
record to be entitled to such dividend, distribution,  rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale, transfer,  dissolution,  liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of shares
of Common Stock of record  shall be entitled to exchange  their shares of Common
Stock  for   securities,   cash  or  other   property   deliverable   upon  such
reclassification,    consolidation,   merger,   sale,   transfer,   dissolution,
liquidation  or  winding-up.  Such  notice  shall be so given in the case of any
action covered by Section  12(f)(i) or Section  12(f)(ii) above at least 20 days
prior to the Common Stock Record Date (as defined in Section  12(d)(vi)) of such
action,  and in the case of any other such action in Section 12(f),  at least 20
days  prior to the date of the  taking  of such  proposed  action or the date of
participation  therein by the holders of Common  Stock,  whichever  shall be the
earlier.

            (g) The Company shall at all times reserve and keep available,  free
from  preemptive  rights,  out of its authorized  but unissued  shares of Common
Stock,  for the purpose of effecting  the  conversion  of shares of  Convertible
Preferred  Stock,  the full number of shares of Common Stock then  issuable upon
the conversion of all outstanding shares of Convertible Preferred Stock.

            (h) The  Company  will pay any and all taxes  that may be payable in
respect of the issue or  delivery  of shares of Common  Stock on  conversion  of
shares of Convertible  Preferred Stock pursuant  hereto.  The Company 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 of Common Stock in a name
other than that of the  holder of the share of  Convertible  Preferred  Stock or
shares of  Convertible  Preferred  Stock to be  converted,  and no such issue or
delivery  shall be made  unless and until the Person  requesting  such issue has
paid to the  Company  the  amount of any such  tax,  or has  established  to the
satisfaction of the Company that such tax has been paid or is not payable.

            (i)  The  issuance  of  certificates  for  shares  of any  class  of
Convertible  Preferred Stock shall be made without charge to the holders of such
shares for any  issuance  tax in respect  thereof or other cost  incurred by the
Company in  connection  with such  issuance of shares of  Convertible  Preferred
Stock; provided,  however, that the Company shall not be required to pay any tax
which may be payable in respect of any  transfer  involved in the  issuance  and
delivery  of any  certificate  in a name  other  than that of the  holder of the
Convertible Preferred Stock converted.

            13. Preemptive Rights. (a) If the Company proposes to and does issue
any Equity  Securities  (other  than in a  registered  public  offering  or in a
transaction  in  which  Equity  Securities  are  exchanged  for  the  assets  or
securities of another  person;  provided,  that the Board has determined in good
faith that the assets or  securities  received by the  Company in such  exchange
have a fair value at least  equal to the value of the Equity  Securities  of the
Company  exchanged  therefor) the Company shall offer each holder of Convertible
Preferred Stock the right to participate  proportionately in a percentage amount
equal to the percentage of the Company's Common Stock (on a fully diluted basis)
represented by the  Convertible  Preferred  Stock held by

                                       18

<PAGE>

each such holder as of the date of issuance of any such Equity  Securities  (the
"Date of  Issuance")  and on the same terms and  conditions  and at the same per
unit price (the "Issue  Price").  The Company shall give written  notice to each
such  holder of any such  issuance  as far in advance of the Date of Issuance as
possible,  but in no event less than 10 days in advance of the Date of  Issuance
(a "Notice of  Issuance").  The Notice of Issuance  will  describe in reasonable
detail the terms and  conditions of the proposed  issuance,  including the Issue
Price,  the maximum number of Equity  Securities that holder will be entitled to
purchase  (assuming  for  this  purpose  only  that  the  number  of  shares  of
Convertible Preferred Stock held by each holder does not change between the date
of the giving of such notice and the Date of Issuance) on the Date of Issuance.

            (b) Each such holder  shall have the option to elect to purchase all
or part of such holder's portion of the Equity Securities  described in a Notice
of Issuance at the Issue Price and on the other terms contained in the Notice of
Issuance by notifying the Company in writing (an "Election Notice") at least two
Business Days prior to the Date of Issuance (the  "Election  Period"),  at which
time such holder shall become  irrevocably bound (subject to the satisfaction of
all regulatory  requirements) to purchase such Equity Securities.  Each Election
Notice will indicate the number of units that each holder elects to purchase.

            (c) Any purchase and sale pursuant to the provisions of this Section
13 shall occur on the Date of Issuance at the  principal  offices of the Company
unless  otherwise  agreed.  At any closing of a purchase and sale in  accordance
with this  Section 13, the Company  will  deliver  certificates  evidencing  the
Equity  Securities  to be so  purchased  against  delivery  by each holder of an
amount  equal to the number of units that each  holder has  elected to  purchase
multiplied by the Issue Price. Such amount will be payable at such closing. Each
holder making a purchase of Equity Securities  pursuant to this Section 13 shall
be responsible for the payment of any transfer or other taxes due as a result of
such purchase and such taxes shall be payable at the closing (unless such holder
provides  evidence in form satisfactory to the Company that such taxes have been
paid).

            (d) The  failure of any  holder to  exercise  its right to  purchase
Equity  Securities  under this Section 13 in connection with any one issuance of
Equity  Securities  by the Company  will not, in any manner,  waive or otherwise
impair the  rights of such  holder to  purchase  such  holder's  share of Equity
Securities in connection with any other proposed  issuance of Equity  Securities
to which this Section 13 is applicable.

            (e)  Notwithstanding  anything  contained  in this Section 13 to the
contrary,  the Company may at any time, regardless of whether an Election Notice
has been given, prior to the Date of Issuance abandon an offering as to which it
has given a Notice of Issuance,  in which case holders of Convertible  Preferred
Stock shall have no further right to purchase the Equity Securities described in
such Notice of Issuance.

            14. Consolidation,  Merger, Conveyance or Transfer. Without the vote
or  consent  of the  holders of a  majority  of the then  Outstanding  shares of
Convertible  Preferred  Stock,  the Company may not consolidate or merge with or
into, or sell, assign,  transfer,  lease,  convey or otherwise dispose of all or
substantially  all of its assets to, any Person unless (i) if the Company is the
surviving or continuing  Person,  the  Convertible  Preferred Stock shall remain
outstanding  without any amendment that would adversely  affect the preferences,
rights or powers of the Convertible

                                       19

<PAGE>

Preferred Stock, (ii) if the Company is not the surviving or continuing  Person,
(a) the  entity  formed by such  consolidation  or merger or to which such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made (in any such case, the "resulting  entity") is a corporation  organized and
existing  under  the laws of the  United  States  or any  State  thereof  or the
District of  Columbia;  and (b) the shares of  Convertible  Preferred  Stock are
converted  into or exchanged  for and become  shares of such  resulting  entity,
having in respect of such resulting entity the same (or more favorable)  powers,
preferences and relative,  participating,  optional or other special rights that
the  shares  of  Convertible  Preferred  Stock  had  immediately  prior  to such
transaction;  and (iii) the Company  shall have  delivered  to the  Registrar an
Officers' Certificate and an opinion of counsel, reasonably satisfactory in form
and  content,  each  stating  that such  consolidation,  merger,  conveyance  or
transfer complies with this Section 14 and that all conditions  precedent herein
provided for relating to such transaction have been complied with.

            15.  SEC  Reports;  Reports  by  Company.  So long as any  shares of
Convertible Preferred Stock are outstanding, the Company shall file with the SEC
and, within 15 days after it files them with the SEC, with the Registrar and, if
requested,  furnish to each holder of shares of Convertible  Preferred Stock all
annual and quarterly reports and the information,  documents,  and other reports
that the Company is required to file with the SEC  pursuant to Section  13(a) or
15(d) of the  Exchange  Act ("SEC  Reports").  In the event the  Company  is not
required  or shall cease to be  required  to file SEC  Reports,  pursuant to the
Exchange  Act,  the Company  will  nevertheless  file such  reports with the SEC
(unless the SEC will not accept such a filing).  Whether or not  required by the
Exchange  Act to file  SEC  Reports  with  the  SEC,  so long as any  shares  of
Convertible  Preferred Stock are Outstanding,  the Company will furnish or cause
to be  furnished  copies  of  the  SEC  Reports  to the  holders  of  shares  of
Convertible  Preferred  Stock at the time the  Company is  required to make such
information  available to the Registrar and to prospective investors who request
it in writing.

            16. Definitions. For purposes of these Articles of Designations, the
following terms shall have the meaning set forth below:

            "Accumulated Dividends" has the meaning set forth in Section 6(a).

            "Affiliate"  means,  with  respect to any Person,  any other  Person
directly or indirectly  controlling,  controlled by, or under direct or indirect
common control with, such Person. For the purposes of this definition, "control"
when used with  respect to any Person  means the power to direct the  management
and  policies  of such  Person,  directly  or  indirectly,  whether  through the
ownership  of  voting  securities,  by  contract  or  otherwise;  and the  terms
"controlling"  and  "controlled"  have meanings  correlative  to the  foregoing.
Without  limiting  the  foregoing,  each of Chase  Capital  Partners,  The Chase
Manhattan   Corporation,   each  of  their  respective  affiliates  (the  "Chase
Entities")  and any  other  person,  fund or  entity  for whom any of the  Chase
Entities acts as a fiduciary or provides  discretionary  management with respect
to any  investments  or any such direct or indirect  interests  therein shall be
deemed to be affiliates of each other.

            "Articles  of  Incorporation"  has  the  meaning  set  forth  in the
recitals.

            "Board of Directors" has the meaning set forth in the Recitals.

                                       20

<PAGE>

            "Business Day" means each Monday, Tuesday,  Wednesday,  Thursday and
Friday which is not a day on which banking  institutions in The City of New York
are authorized or obligated by law or executive order to be closed.

            "By-laws" has the meaning set forth in the Recitals.

            "Capital  Stock"  means,  with  respect to any  person,  any and all
shares,  interests,  participations,  rights in, or other  equivalents  (however
designated and whether voting and/or non-voting) of such person's capital stock,
whether  outstanding  on the Closing Date or issued after the Closing Date,  and
any and all rights  (other  than any  evidence  of  indebtedness),  warrants  or
options exchangeable for or convertible into such capital stock.

            "Change in Control"  means the  occurrence  of any of the  following
events:  (i) the  acquisition of ownership,  directly or indirectly (in a single
transaction or a series of related transactions),  beneficially or of record, by
any Person or group (within the meaning of Section 13(d) and Section 14(d)(2) of
the  Securities  Exchange  Act  as in  effect  on the  date  hereof)  of  shares
representing  more than 40% of the issued and  outstanding  common  stock of the
Company  entitled  to vote for the  members  of the  board of  directors  of the
Company; (ii) occupation of a majority of the seats (other than vacant seats) on
the board of directors of the Company by Persons who were neither (x)  nominated
by the board of  directors  of the Company nor (y)  appointed  by  directors  so
nominated;  or (iii) any Person or group (other than the group in control of the
Company on the date hereof) shall otherwise  directly or indirectly  Control the
Company.

            "Change in Control Date" means the date on which a Change in Control
occurs.

            "Closing Date" means the Closing Date under the Purchase Agreement.

            "closing price" has the meaning set forth in Section 12(d)(vi).

            "Common  Stock  Record  Date" has the  meaning  set forth in Section
12(d)(vi).

            "Common  Stock"  means the common  stock of the  Company,  par value
$0.001 per share.

            "Company" has the meaning set forth in the Recitals.

            "Company Conversion" has the meaning set forth in Section 12(a)(II).

            "Company  Order" means a written request or order signed in the name
of the Company by its Chairman of the Board,  its Chief Executive  Officer,  its
President or any Executive or Senior Vice  President and by its Chief  Financial
Officer,  Treasurer,  an  Assistant  Treasurer,  its  Secretary  or an Assistant
Secretary.

            "Conversion Agent" has the meaning set forth in Section 5(a).

            "Conversion Date" has the meaning set forth in Section 12(b)(II).

                                       21

<PAGE>

            "Conversion Notice" has the meaning set forth in Section 12(b)(II).

            "Conversion Price" has the meaning set forth in Section 12(a).

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

            "Current  Market  Price"  has  the  meaning  set  forth  in  Section
12(d)(vi).

            "Date of Issuance" has the meaning set forth in Section 13(a).

            "Dilution  Trigger  Event"  has the  meaning  set  forth in  Section
12(d)(iv).

            "Distributed  Securities"  has the  meaning  set  forth  in  Section
12(d)(iv).

            "Dividend Payment Date" has the meaning set forth in Section 6.

            "Dividend Record Date" has the meaning set forth in Section 7(a).

            "Election Notice" has the meaning set forth in Section 13(b).

            "Election Period" has the meaning set forth in Section 13(b).

            "Equity  Securities"  shall mean any  securities the rights of which
are in the nature of those of the  Company's  Common Stock,  including,  without
limitation,  common  stock,  any  securities  having  the  right to vote for the
election of directors, stock appreciation rights and securities convertible into
any of the foregoing.

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

            "fair market value" has the meaning set forth in Section 12(d)(vi).

            "FBCA" has the meaning set forth in the recitals.

            "Fourth  Anniversary  Date" has the  meaning  set  forth in  Section
10(a).

            "GAAP" means generally accepted accounting  principles in the United
States of America.

            "Holder Conversion" has the meaning set forth in Section 12(a)(I).

            "Issue Price" has the meaning set forth in Section 13(a).

            "Junior Shares" has the meaning set forth in Section 9(a).

            "Liquidation  Preference" means an amount equal to $1,000 per share,
subject to change in accordance with Section 6, Section 7 and Section 11 hereof,
including, without limitation, by the addition of Accumulated Dividends.

                                       22

<PAGE>

            "Mandatory  Redemption  Date" has the  meaning  set forth in Section
10(b).

            "nonelecting share" has the meaning set forth in Section 12(e).

            "Notice of Issuance" has the meaning set forth in Section 13(a).

            "Officers' Certificate" means a certificate of the Company signed in
the name of the  Company  by its  Chairman  of the  Board,  its Chief  Executive
Officer, its President or an Executive or Senior Vice President and by its Chief
Financial  Officer,  Treasurer,  an  Assistant  Treasurer,  its  Secretary or an
Assistant Secretary.

            "Option  Stock" means  shares of Common Stock not to exceed,  in the
aggregate,  2,060,000  shares of Common Stock,  issued or issuable in accordance
with the  Company's  1995 Stock Option Plan and the Company's  Directors'  Stock
Option Plan,  provided  that (i) in the case of the 1995 Stock Option Plan,  the
option exercise price at the time of such grant is not less than 75% of the fair
market value of such shares on the date of such grant as  reasonably  determined
in good faith by the Stock Option or other administering  Committee of the Board
and (ii) the number of shares of Common Stock  specified above shall be adjusted
as appropriate to reflect any stock split, stock  consolidation,  subdivision or
combination affecting the Common Stock.

            "Optional Redemption" has the meaning set forth in Section 10(a).

            "Optional  Redemption  Date" has the  meaning  set forth in  Section
10(a).

            "Outstanding"  means  (i)  when  used  with  respect  to  shares  of
Convertible  Preferred  Stock,  as of the date of  determination,  all shares of
Convertible Preferred Stock theretofore  authenticated and delivered under these
Articles  of  Designations,  except (a) shares of  Convertible  Preferred  Stock
theretofore  converted into shares of Common Stock in accordance with Section 12
and shares of Convertible  Preferred Stock theretofore canceled by the Registrar
or  delivered  to the  Registrar  for  cancellation;  (b) shares of  Convertible
Preferred  Stock for whose payment or redemption  money in the necessary  amount
has been  theretofore  deposited  with the  Registrar or any Paying Agent (other
than the Company) in trust or set aside and  segregated  in trust by the Company
(if the  Company  shall act as its own  Paying  Agent)  for the  holders of such
shares  of  Convertible  Preferred  Stock;  provided  that,  if such  shares  of
Convertible  Preferred  Stock are to be redeemed,  notice of such redemption has
been duly given pursuant to these Articles of Designations or provision therefor
satisfactory  to the  Registrar  has been made;  and (c)  shares of  Convertible
Preferred  Stock in exchange for or in lieu of which other shares of Convertible
Preferred Stock have been authenticated and delivered pursuant to these Articles
of Designations;  provided, however, that, in determining whether the holders of
the  shares of  Convertible  Preferred  Stock have  given any  request,  demand,
authorization,  direction,  notice,  consent or waiver or taken any other action
hereunder,  shares of  Convertible  Preferred  Stock owned by the Company or any
Subsidiary of the Company shall be disregarded and deemed not to be Outstanding

            "Parity Shares" has the meaning set forth in Section 9(a).

                                       23

<PAGE>

            "Paying Agent" has the meaning set forth in Section 5(a).

            "Person"  means an  individual,  partnership,  corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association,  joint venture,  governmental authority or other entity of whatever
nature.

            "Preferred  Stock"  means,  with respect to any person,  any and all
shares,  interests,  participations  or other equivalents  (however  designated,
whether voting or non-voting)  of such person's  preferred or preference  stock,
whether now  outstanding  or issued after the date hereof,  including all series
and classes of such preferred or preference stock.

            "Purchase  Agreement" means the Preferred Stock Purchase  Agreement,
dated as of May __, 2000, among the Company and the Purchaser named therein,  as
it may be amended from time to time.

            "Redemption Date" has the meaning set forth in Section 10(c).

            "Redemption Notice" has the meaning set forth in Section 10(c).

            "Redemption Price" has the meaning set forth in Section 10(a).

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

            "resulting entity" has the meaning set forth in Section 14.

            "SEC" means the Securities and Exchange Commission,  as from time to
time constituted,  created under the Securities  Exchange Act of 1934, or, if at
any time after the adoption of these Articles of Designations such commission is
not  existing  and  performing  the duties  now  assigned  to it,  then the body
performing such duties at such time.

            "SEC Reports" has the meaning set forth in Section 15.

            "Senior Shares" has the meaning set forth in Section 9(a).

            "Subsidiary"  means , with  respect to any Person (the  "parent") at
any date, any corporation,  limited liability company, partnership,  association
or other  entity the accounts of which would be  consolidated  with those of the
parent in the  parent's  consolidated  financial  statements  if such  financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership,  association or other
entity of which securities or other ownership  interests  representing more than
50% of the equity or more than 50% of the ordinary  voting power or, in the case
of a partnership,  more than 50% of the general partnership interests are, as of
such date, owned,  controlled or held. Unless otherwise specified,  "Subsidiary"
and "Subsidiaries"  shall mean a Subsidiary and Subsidiaries,  respectively,  of
the Company.

                                       24

<PAGE>

            IN WITNESS  WHEREOF,  the  Company  has  caused  these  Articles  of
Designations to be duly executed by the undersigned officer of the Company, this
10th day of May, 2000.


                                               NUCO2 INC.,


                                               By: /s/ Eric M. Wechsler
                                                   ------------------------
                                               Name: Eric M. Wechsler
                                               Title: Secretary

                                       25