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                                                                    EXHIBIT 4.5




      DESIGNATION OF 1990 AND 1993 REDEEMABLE CUMULATIVE CONVERTIBLE STOCK


 A.       Designation and Number.

         This designation is for a class of the capital stock of Concourse
Corporation (the "Corporation"), out of its undesignated shares, which class
shall be redeemable, provide for the payment of cumulative dividends, be
convertible into common shares of the Corporation, have a par value of $0.01 per
share, and be identified as the "Redeemable Convertible Stock." the number of
shares of such class shall be 2,000,000, and shall consist of two series, one of
which is identified as the "1990 Redeemable Convertible Stock," and consists of
1,300,000 shares, and the second of which shall be identified as the "1993
Redeemable Convertible Stock," and consists of 700,000 shares (the 1993
Redeemable Convertible Stock, together with the 1990 Redeemable Convertible
Stock may be referred to herein as the "Convertible Stock"). The shares of the
common stock of the Corporation (the "Common Stock"), the shares of the 1998
Convertible Stock of the Corporation (the "1998 Convertible Stock"), and the
Convertible Stock of the Corporation are herein sometimes referred to
collectively as the "Capital Stock." The Corporation may issue, and holders may
transfer, fractional shares of Capital Stock.

B. Rights and Preferences. The rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes or series of shares of Capital
Stock or the holders thereof are as follows:

                  1. Voting Rights. Each holder of Common Stock shall have one
         vote on all matters submitted to the stockholders for each share of
         Common Stock outstanding in the name of such holder on the books of the
         Corporation. Each holder of 1998 Convertible Stock shall have the
         number of votes specified in the terms of the 1998 Convertible Stock.
         Each holder of Convertible Stock shall have one vote on all matters
         submitted to the stockholders for each share of Common Stock which such
         holder of Convertible Stock would be entitled to receive upon the
         conversion of his or her Convertible Stock pursuant to the provisions
         of Subsection B.4(c) hereof. No holder of any shares of Capital Stock
         shall have any cumulative voting rights.

                  2. Preemptive Rights. No holders of shares of any class of
         Capital Stock shall be entitled, as such, as a matter of right, to
         subscribe for, purchase or receive any part of any class whatsoever, or
         of securities convertible into or exchangeable for any stock of any
         class whatsoever, whether now or hereafter authorized and whether
         issued for cash or other consideration or by way of dividend.

                  3. Dividends.

                     a. The holders of 1990 Redeemable Convertible Stock
                  shall be entitled to receive $0.37 per share, and quarterly
                  cash dividends at the rate of $0.042 per annum per share, and
                  the holders of 1993 Redeemable Convertible Stock shall be
                  entitled to receive $0.33 per share, and quarterly cash
                  dividends at the rate of $0.062 per annum per share if the
                  Corporation has sufficient current quarterly earnings and if
                  adequate cash funds are legally available for the payment of
                  cash dividends; provided, however, nothing in this Subsection
                  B.3(a) shall limit or restrict the Corporation's Board of
                  Directors from


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                  establishing a reasonable cash reserve. Such dividends shall
                  be payable quarterly not later than the last business day of
                  each March, June, September and December. Dividends on the
                  1990 Redeemable Convertible Stock and the 1993 Redeemable
                  Convertible Stock shall start to accrue on October 1, 1998.
                  Following such dates, dividends on the Convertible Stock shall
                  be cumulative, whether or not earned.

                           b. In no event shall any dividend be paid or declared
                  nor shall any distribution be made on the Common Stock nor
                  shall any Common Stock be purchased, redeemed or otherwise
                  acquired by the Corporation for value unless all dividends on
                  the Convertible Stock for all past quarterly dividend periods
                  and for the then-current quarterly dividend period shall have
                  been paid or declared and a sum sufficient for the payment
                  thereof set apart for payment; provided, however, that
                  notwithstanding the foregoing, payments to any current or
                  former employee of the Corporation for Common Stock pursuant
                  to a written agreement between the current or former employee
                  and the Corporation, which agreement has been approved by the
                  Board of Directors of the Corporation, shall not be subject to
                  the restriction contained in this Subsection B.3(b).

                  4.       Convertible Shares.

                           a. Liquidation Preference. In the event of the
                  liquidation, dissolution or winding up of the Corporation,
                  whether voluntary of involuntary, the holders of the 1990
                  Redeemable Convertible Stock shall be entitled to receive in
                  cash, out of the assets of the Corporation, an amount equal to
                  $0.84624 per share for each outstanding share of 1990
                  Redeemable Convertible Stock, and the holders of the 1993
                  Redeemable Convertible Stock shall be entitled to receive in
                  cash, out of the assets of the Corporation an amount equal to
                  $1.25 per share for each outstanding share of 1993 Redeemable
                  Convertible Stock. In addition to such amounts, holders of the
                  Convertible Stock shall be entitled to receive a further
                  amount equal to the dividends accumulated and unpaid thereon
                  to the date of such distribution. If, upon any liquidation,
                  dissolution or winding up of the Corporation, the assets of
                  the Corporation are insufficient to pay the foregoing amounts,
                  the holders of such Convertible Stock shall share pro rata in
                  any such distribution in proportion to the full amounts to
                  which they would otherwise be respectively entitled. Such
                  distribution shall be made to the holders of the Convertible
                  Stock before any payment shall be made or any assets
                  distributed to the holders of Common Corporation or any other
                  class of shares of the Corporation ranking junior to the
                  Convertible Stock with respect to the payment of dividends or
                  upon dissolution or liquidation of the Corporation; and the
                  holders of the Common Stock shall be entitled, to the
                  exclusion of the holders of the Convertible Stock , to share
                  ratably in all of the assets of the Corporation thereafter
                  remaining.

                           b.       Required Redemptions.

                                    (1) Commencing on August 24, 2000, and
                           tannually thereafter, on each August 24, the
                           Corporation, if adequate cash funds are legally
                           available therefor, shall redeem from each holder of
                           1990 Convertible Stock and each holder of 1993
                           Convertible Stock , at a per share redemption price
                           of $0.84624 and $1.25, respectively, plus an amount
                           equal to the dividends accumulated and unpaid thereon
                           through the date of such redemption, that number of
                           shares of 1990 Convertible Stock and 1993 Convertible
                           Stock equal to one-third of each such


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                           class of shares held by such holder on August 24,
                           2000. The Corporation shall give notice by mail of
                           redemption to the holders of record of Convertible
                           Stock at least 20 days prior to each of such dates of
                           redemption. The notice (x) shall specify the date of
                           redemption and the number of shares to be redeemed
                           from each holder (subject to reduction due to
                           conversion of Convertible Stock by such holder before
                           the date of redemption) and (y) shall be addressed to
                           each holder at his or her address as shown on the
                           records of the Corporation. On or after the date
                           fixed for redemption, each holder of Convertible
                           Stock called for redemption shall surrender the
                           certificate or certificates evidencing such shares to
                           the Corporation at the place designated in such
                           notice and shall thereupon be entitled to receive
                           payment. If less than all of the shares represented
                           by any such surrendered certificate or certificates
                           are redeemed, the Corporation shall issue a new
                           certificate for the unredeemed shares.

                                    (2) On or before each of July 31, 2000, July
                           31, 2001 and July 31, 2003, the Corporation shall
                           deposit in trust with a bank or trust company located
                           in the United States and having capital, surplus and
                           undivided profits of at least $5,000,000, an amount
                           in cash, if adequate cash funds ate legally available
                           therefor, sufficient to redeem on the next date fixed
                           for redemption thereof the shares to be called for
                           redemption in accordance with Subsection B.4(b)(1),
                           and, in addition to such amount, a further amount, if
                           cash funds are legally available therefor, equal to
                           the dividends accumulated and unpaid thereon to the
                           date of such redemption, with instructions and
                           authority to such bank or trust company to pay the
                           redemption price on or after the date fixed for
                           redemption, upon surrender by such holders of the
                           certificates evidencing the number of shares of
                           Convertible Stock being redeemed. If the required
                           funds are deposited in accordance with this
                           subsection and the certificates evidencing such
                           shares are not surrendered, all rights with respect
                           to such shares shall forthwith after such date cease
                           and terminate, except only the right of the holders
                           to receive the redemption price without interest upon
                           surrender of their certificates therefor. Any monies
                           deposited by the Corporation pursuant to this
                           Subsection B.4(b)(2) and unclaimed at the end of one
                           year after the date fixed for redemption shall be
                           repaid to the Corporation upon its request expressed
                           in a resolution of its Board of Directors, and
                           thereafter the holders of shares so called for
                           redemption shall be entitled to receive payment of
                           the redemption price only from the Corporation. All
                           Convertible Stock which is in any manner redeemed or
                           acquired by the Corporation shall be retired and
                           canceled and none of such shares shall be reissued.

                           c.       Conversion Rights.

                                    (1) Optional Conversion. Each share of
                           Convertible Stock shall be convertible at the option
                           of the holder thereof into 21.75 shares of Common
                           Stock of the Corporation, on the terms provided in
                           Subsection B.4(c) hereof. Each share of Convertible
                           Stock called for redemption by the Corporation shall
                           cease to be convertible on and after the redemption
                           date if provision shall have been duly made for its
                           payment. In order to exercise the conversion
                           privilege, a holder of the Convertible Stock shall
                           surrender the certificate representing such shares to
                           the Corporation at its principal office, accompanied
                           by written notice to the Corporation that the holder
                           elects to covert a specified portion or all of 


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                           such shares. Convertible Stock shall be deemed to
                           have been converted on the day of surrender of the
                           certificate representing such shares for conversion
                           in accordance with the foregoing provisions, and at
                           such time the rights of the holder of such
                           Convertible Stock, as such holder, shall cease and
                           such holder shall be treated for all purposes as the
                           record holder of the Common Stock issuable upon
                           conversion.

                                    (2) Exchange of Certificates. As promptly as
                           practicable on or after the conversion date, the
                           Corporation shall issue and mail or deliver to such
                           holder a certificate or certificates for the number
                           of shares of Common Stock issuable upon conversion,
                           computed to the nearest full share, and a certificate
                           or certificates for the balance of the Convertible
                           Stock surrendered, if any, not so converted into
                           Common Stock. In addition, if the Corporation has
                           sufficient current earnings and adequate cash funds
                           legally available for payment of cash dividends, then
                           a cash payment shall be made in an amount equal to
                           the accrued but unpaid dividends on the number of
                           shares of Convertible Stock surrendered for
                           conversion through the date of surrender of the
                           shares for conversion. If the Corporation does not
                           have sufficient current earnings or adequate funds
                           legally available to pay all such accrued dividends,
                           the amount of the unpaid dividends shall remain on
                           the books of the Corporation and shall be paid as
                           soon as current earnings and adequate funds are
                           legally available to pay such dividends. The
                           Corporation shall reserve and keep available solely
                           for the purpose of effecting the conversion of shares
                           of the Convertible Stock, such number of shares of
                           the Corporation's Common Stock as shall from time to
                           time be sufficient to effect the conversion of all
                           outstanding shares of the Convertible Stock, and, if
                           at any time the number of authorized but unissued
                           shares of Common Stock shall not be sufficient to
                           effect the conversion of all then outstanding shares
                           of the Convertible Stock, the Corporation will
                           forthwith take such corporate action as may be
                           necessary or appropriate to increase its authorized
                           but unissued shares of Common Stock to such number of
                           shares of Convertible Stock as shall be sufficient
                           for such purpose.

                                    (3) Adjustment. The number of shares of
                           Common Stock issuable in exchange for each share of
                           1990 Convertible Stock upon the exercise of these
                           conversion rights shall be equal to (x) $0.84624
                           divided by (y) the 1990 Conversion Price then in
                           effect. The 1990 Conversion Price for the 1990
                           Convertible Stock shall initially be $0.84624 per
                           share, but shall be subject to adjustment from time
                           to time as hereinafter provided. The number of shares
                           of Common Stock issuable in exchange for each share
                           of 1993 Convertible Stock upon the exercise of these
                           conversion rights shall be equal to (x) $1.25 divided
                           by (y) the 1993 Conversion Price then in effect. The
                           1993 Conversion Price for the 1993 Convertible Stock
                           shall initially be $1.25 per share, but shall be
                           subject to adjustment from time to time as
                           hereinafter provided (the 1990 Conversion Price and
                           the 1993 Conversion Price are referred to
                           collectively herein as the "Conversion Prices").

                                            (i) In case  the  Corporation  shall
                                    declare a  dividend  upon its  Common  Stock
                                    payable   otherwise  then  in  cash  out  of
                                    earnings  or surplus  (including  a dividend
                                    payable in Common  Stock),  then  thereafter
                                    each  holder of  Convertible  Stock upon the
                                    conversion   thereof  will  be  entitled  


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                                    to receive the number of shares of Common
                                    Stock into which such Convertible Stock may
                                    be converted and, in addition and without
                                    payment therefor, the stock or other
                                    securities (including Common Stock) which
                                    such holder would have received by way of
                                    dividends or distributions (otherwise than
                                    out of earnings or surplus) if continuously
                                    since the record date for any such dividend
                                    or distribution such holder (for each share
                                    of Convertible Stock held as of such record
                                    date) (x) had been the record holder of the
                                    number of shares of Common Stock then
                                    received and (y) had retained all dividends
                                    or distributions in stock or securities
                                    payable in respect of such Common Stock or
                                    in respect of any stock or securities paid
                                    as dividends or distributions and
                                    originating directly or indirectly from such
                                    Common Stock.

                                            (ii) In case the Corporation shall
                                    at any time subdivide or split its
                                    outstanding Common Stock into a greater
                                    number of shares, the Conversion Prices in
                                    effect immediately prior to such subdivision
                                    or split shall be proportionately decreased,
                                    and conversely, in case the outstanding
                                    Common Stock of the Corporation shall be
                                    combined into a smaller number of shares,
                                    the Conversion Prices in effect immediately
                                    prior to such combination shall be
                                    proportionately increased.

                                            (iii) If any capital reorganization
                                    or reclassification of the Capital Stock of
                                    the Corporation, or consolidation or merger
                                    of the Corporation with another corporation,
                                    or the sale of all or substantially all of
                                    its assets to another corporation shall be
                                    effected in such a way that holders of
                                    Common Stock shall be entitled to receive
                                    stock, securities or assets with respect to
                                    or in exchange for Common Stock, Shares,
                                    then as a condition of such reorganization,
                                    reclassification, consolidation, merger or
                                    sale, lawful and adequate provision shall be
                                    made whereby the holders of Convertible
                                    Stock shall thereafter have the right to
                                    receive in lieu of the Common Stock of the
                                    Corporation immediately theretofore
                                    receivable upon the conversion of such
                                    Convertible Stock, such shares of stock,
                                    securities or assets as may be issued or
                                    payable with respect to or in exchange for a
                                    number of shares of outstanding Common Stock
                                    equal to the number of shares of Common
                                    Stock immediately theretofore receivable
                                    upon the conversion of such Convertible
                                    Stock had such reorganization,
                                    reclassification, consolidation, merger or
                                    sale not taken place, and in any such case
                                    appropriate provision shall be made with
                                    respect to the rights and interests of the
                                    holders of the Convertible Stock to the end
                                    that the provisions hereof (including
                                    without limitation provisions for
                                    adjustments of the Conversion Price and of
                                    the number of shares receivable upon the
                                    conversion of such Convertible Stock) shall
                                    thereafter be applicable, as nearly as may
                                    be, in relation to any shares of stock,
                                    securities or assets thereafter received
                                    upon the conversion of such Convertible
                                    Stock. The Corporation shall not effect any
                                    such consolidation, merger or sale, unless
                                    prior to the consummation thereof the
                                    surviving corporation (if other than the
                                    Corporation), the corporation or other
                                    entity resulting from such consolidation or
                                    the corporation or other entity purchasing
                                    such assets shall assume by written
                                    instrument executed and mailed to the
                                    registered holders of the Convertible Stock
                                    at


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                                    the last address of such holders appearing
                                    on the books of the Corporation, the
                                    obligation to deliver to such holders such
                                    shares of stock, securities or assets as, in
                                    accordance with the foregoing provisions,
                                    such holders may be entitled to receive.

                                            (iv) The merger of the Corporation's
                                    subsidiary, Peoples Acquisition Corporation,
                                    into The Peoples Publishing Group, Inc., and
                                    all Capital Stock issuable pursuant thereto,
                                    shall not cause any adjustment hereunder.

                                    (4) Upon any adjustment of the respective
                           Conversion Prices, then and in each such case the
                           Corporation shall give written notice thereof, by
                           first-class mail, postage prepaid, addressed to the
                           registered holders of the Convertible Stock at the
                           addresses of such holders as shown on the books of
                           the Corporation, which notice shall state the
                           Conversion Prices resulting from such adjustment and
                           the increase or decrease, if any, in the number of
                           shares receivable at such Conversion Price upon the
                           conversion of the Convertible Stock, setting forth in
                           reasonable detail the method of calculation and the
                           facts upon which such calculation is based.

                                    (5) In case any time:

                                        (i) the Corporation shall pay any
                                    dividend payable in stock upon its Common
                                    Stock or make any distribution (other than
                                    regular cash dividends) to the holders of
                                    its Common Stock; or

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

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

                                        (iv) there shall be a voluntary or
                                    involuntary dissolution, liquidation or
                                    winding up of the corporation;

                           then, in any one or more of said cases, the
                           corporation shall give written notice, by first-class
                           mail, postage prepaid, addressed to the holders of
                           the Convertible Stock at the addresses of such
                           holders as shown on the books of the corporation, of
                           the date on which the books of the corporation shall
                           close or a record shall be taken for such
                           subscription rights, or the date on which such
                           reorganization, reclassification, consolidation,
                           merger, sale, dissolution, liquidation or winding up
                           shall take place, as the case may be. Such notice
                           shall also specify the date as of which the holders
                           of Common Stock of record shall participate in such
                           subscription rights, or shall be entitled to exchange
                           their shares of Common Stock for securities or other
                           property deliverable upon such reorganization,
                           reclassification, consolidation, merger, sale,
                           dissolution, liquidation or winding up, as the case
                           may be. Such written notice shall be given at least
                           30 days prior


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                           to the action in question and not less than 30 days
                           prior to the record date or the date on which the
                           Corporation's transfer books are closed in respect
                           thereto.

                                    (6) As used in Subsection B.4(c), the term
                           "Common Stock" shall mean and include the
                           Corporation's currently authorized Common Stock and
                           shall also include any capital stock of any class of
                           the Corporation hereafter authorized which shall have
                           the right to vote on all matters submitted to the
                           stockholders of the Corporation and shall not be
                           limited to a fixed sum or percentage in respect of
                           the rights of the holders thereof to participate in
                           dividends or in the distribution of assets upon the
                           voluntary or involuntary liquidation, dissolution or
                           winding up of the Corporation; provided that the
                           shares receivable pursuant to conversion of the
                           Convertible Stock shall include shares designated as
                           Common Stock of the Corporation as of the date of
                           issuance of such Convertible Stock, or, in the case
                           of any reclassification of the outstanding shares
                           thereof, the stock, securities or assets provided for
                           in Subsection B.4(c)(3)(iii) hereof.