EXHIBIT 4.1
                                                                     -----------




                             ABLE LABORATORIES, INC.

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

               AND RIGHTS OF SERIES Q CONVERTIBLE PREFERRED STOCK




           The undersigned officer of Able Laboratories, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify that, pursuant to authority
conferred by the Certificate of Incorporation, as amended to date, and pursuant
to the provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of Able Laboratories, Inc., on August 8, 2001
adopted a resolution providing for certain powers, designations, preferences and
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, of certain shares of Series Q Convertible
Preferred Stock, $.01 par value, of the Corporation, which resolution is as
follows:

           RESOLVED: That, pursuant to the authority vested in the Board of
Directors of the Corporation and in accordance with the General Corporation Law
of the State of Delaware and the provisions of the Corporation's Certificate of
Incorporation, the Certificate of Designations, Preferences and Rights of Series
AA Convertible Preferred Stock filed with the Secretary of State of the State of
Delaware on August 15, 2001, providing for the creation of the Series AA
Convertible Preferred Stock, par value $.01 per share, of the Corporation, and
the voting powers, preferences and relative, participating, option and other
special rights and the qualifications, limitations and restrictions thereof, be
and hereby are amended and restated as set forth on Exhibit A attached hereto.

           EXECUTED as of this 15th day of August, 2001.





                                                     ABLE LABORATORIES, INC.

                                                     By:
                                                         --------------------
                                                         Dhananjay G. Wadekar
                                                         President
<PAGE>
                                    EXHIBIT A
                                    ---------

(a)        Description and Designation of Series Q Convertible Preferred Stock
           -------------------------------------------------------------------

           1.  Designation and Definitions.

               (a)  Designation. A total of 61,150 shares of the Corporation's
previously undesignated Preferred Stock, $.01 par value, shall be designated as
the "Series Q Convertible Preferred Stock" (the "Series Q Stock"). The original
issue price per share of the Series Q Stock shall be $100 (the "Original Issue
Price").

                   (i) Certain Definitions. As used herein, the following terms,
unless the context otherwise requires, have the following respective meanings:

                   (ii) "Asset Transfer" means the sale, lease, exchange, or
other transfer of all or 50% or more of the assets of the Corporation in one or
a series of related transactions.

                   (iii) "Business Day" means a day on which the Nasdaq Stock
Market is open for trading and that is neither a Saturday, Sunday nor any other
day on which banks in the City of New York are authorized by law to close.

                   (iv) "Change in Control Transaction" means the occurrence of
either (i) an acquisition after the date hereof by an individual or legal entity
or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities
Exchange Act of 1934, as amended) of effective control (whether through legal or
beneficial ownership of capital stock of the Corporation, by contract or
otherwise) of in excess of 50% of the voting securities of the Corporation that
it is not approved by the Board of Directors of the Corporation or (ii) a
replacement at one time or over time of more than one-half of the members of the
Corporation's Board of Directors that is not approved by a majority of those
individuals who are members of the Board of Directors on the date hereof (or by
those individuals who are serving as members of the Board of Directors on any
date whose nomination to the board of directors was approved by a majority of
the members of the board of directors who are members on the date hereof.
Notwithstanding the foregoing, a "Change in Control Transaction" shall not
include any increase in the number of directors in connection with the
occurrence of a "Voting Period" as defined in Section 4 below.

                   (v) "Common Stock" means the common stock, par value $.01 per
share, of the Corporation.

                   (vi) "Common Stock Issuable Per Share" on an applicable
Conversion Date or the Conversion Determination Date means the quotient of the
Total Common Stock Issuable divided by the total number of shares of Series Q
Stock issued and outstanding as of the Original Issue Date.

                   (vii) "Conversion Date" means (i) in the case of a conversion
upon the request of a holder of Series Q Stock, 3 days after the Conversion
Notice Date, and (ii) in the case of a conversion upon the request of the
Corporation, the Conversion Notice Date.

                                       -2-
<PAGE>
                   (viii) "Conversion Determination Date" means the date on
which no Floating Rate Convertibles are issued or outstanding.

                   (ix) "Conversion Notice Date" means (i) each date on which
the Corporation receives by telecopy written notice in accordance with Section
5(i) hereof from a holder of Series Q Stock that such holder elects to convert
shares of its Series Q Stock, or (ii) the date on which the Corporation gives by
telecopy written notice to holders of Series Q Stock to convert shares of Series
Q Stock.

                   (x) "Conversion Price" means the quotient of the Original
Issue Price divided by the Common Stock Issuable Per Share

                   (xi) "Conversion Ratio" means, at any time, a fraction the
numerator of which is the Original Issue Price and the denominator of which is
the Conversion Price at such time.

                   (xii) "Event of Default" means the occurrence of any one or
more of the following events:

                       (a) The Corporation shall default in the payment of any
                   amounts owed under the Series Q Stock and the same shall
                   continue for a period of ten days;

                       (b) Any of the representations or warranties made by the
                   Corporation in any Transaction Document (as defined in the
                   Purchase Agreement) shall be false or misleading in any
                   material respect at the time made;

                       (c) The Corporation fails to issue shares of Common Stock
                   to the holder of Series Q Stock or to cause its transfer
                   agent to issue shares of Common Stock upon conversion of the
                   Series Q Stock in accordance with the terms of the Series Q
                   Stock, fails to transfer any certificate for shares of Common
                   Stock issued to the holder upon conversion of the Series Q
                   Stock and when required by the terms of the Series Q Stock or
                   any Transaction Document, and such transfer is otherwise
                   lawful, or fails to remove any restrictive legend or to cause
                   its transfer agent to transfer any certificate or any shares
                   of Common Stock issued to the holder upon conversion of the
                   Series Q Stock as and when required by the terms of the
                   Series Q Stock or any Transaction Document, and such legend
                   removal is otherwise lawful, and any such failure continues
                   uncured for five Business Days;

                       (d) The Corporation fails to perform or observe, in any
                   material respect, any other covenant, term, provision,
                   condition, agreement, or obligation of the Series Q Stock for
                   a period of 30 days after written notice from a holder of
                   such failure;

                                       -3-
<PAGE>
                       (e) The Corporation fails to perform or observe, in any
                   material respect, any covenant, term, provision, condition,
                   agreement, or obligation of the Company under the Purchase
                   Agreement or any other Transaction Document and such failure
                   continues uncured for 30 days after written notice from a
                   holder of such failure;

                       (f) Any governmental agency or any court of competent
                   jurisdiction at the instance of any governmental agency shall
                   assume custody or control of the whole or any substantial
                   portion of the properties or assets of the Corporation and
                   shall not be dismissed within 60 days thereafter;

                       (g) Any money judgment, writ or warrant of attachment, or
                   similar process in excess of $500,000 in the aggregate shall
                   be entered or filed against the Corporation or any of its
                   properties or other assets and shall remain unpaid,
                   unvacated, unbonded, or unstayed for a period of 60 days or
                   in any event later than five days prior to the date of any
                   proposed sale thereunder;

                       (h) The Common Stock is suspended or delisted from
                   trading on the Nasdaq OTC Bulletin Board for in excess of
                   five consecutive Trading Days; or

                       (i) A Change in Control Transaction shall have occurred.

                   (xiii) "Excluded Stock" means (i) shares of Common Stock
issued upon conversion of the Series Q Stock; (ii) shares of Common Stock and/or
options, warrants or other Common Stock purchase rights, and the Common Stock
issued pursuant to such options, warrants or other rights issued after the
Original Issue Date to employees, officers, or directors of, or consultants or
advisors to the Corporation or any subsidiary pursuant to any incentive or bonus
plan or any similar plan or arrangement adopted by the Board of Directors
providing for the issuance of such securities or rights; (iii) shares of Common
Stock issued pursuant to the exercise of options, warrants, purchase rights, or
convertible securities (other than Floating Rate Convertibles) outstanding as of
the Original Issue Date; (iv) shares of Common Stock issued pursuant to a stock
split, combination, dividend or distribution pursuant to Section 5(c)(ii) or
(iii); (v) shares of Common Stock issued for consideration other than cash
pursuant to a merger, consolidation, acquisition, or similar business
combination approved by the Board of Directors; (vi) shares of Common Stock
issued in connection with any other transaction approved by holders of at least
a majority of the outstanding shares of Series Q Stock (voting on an as
converted basis as of the date of such vote); or (vii) any equity securities
issued to any bank, equipment lessor, or equipment vendor pursuant to a
financing agreement that is not for equity financing purposes and that is
approved by the Board of Directors.

                   (xiv) "Floating Rate Convertibles" means shares of Preferred
Stock of the Corporation that are convertible into shares of Common Stock on
terms other than a fixed price per share or a fixed number of shares. Floating
Rate Convertibles shall not include the Series Q Stock.

                                       -4-
<PAGE>
                   (xv) "Fundamental Change" means: (i) an Asset Transfer, or
(ii) any merger or consolidation to which the Corporation is a party.
Notwithstanding the foregoing, the following shall NOT be a Fundamental Change:
a merger or consolidation (a) to which the Corporation is a party; (b) in which
it is the surviving corporation and there is no resulting reclassification of
the outstanding Common Stock; and (c) after giving effect to which, persons who
were, immediately before the consummation or closing of such merger or
consolidation, holders of outstanding Common Stock will be the direct or
indirect owners of securities of the Corporation possessing, on a fully diluted
basis, at least 51% of the voting power of all voting securities of the
Corporation (excluding, for purposes of such computation, any such person who is
also a party to such merger or consolidation).

                   (xvi) "Operating Profit" means the net of (1) revenue less
(2) cost of goods sold plus selling, general and administrative expenses,
depreciation and research and development costs (certain research and
development costs shall be agreed to by the Corporation and the holders of at
least 50% of the then outstanding shares of Series Q Stock) determined in
accordance with generally accepted accounting principles applied in a manner
consistent with the manner in which the Corporation's annual audited financial
statements filed with the Securities and Exchange Commission are prepared.

                   (xvii) "Original Issue Date" means the date of the closing of
the "Purchase Agreement," as defined below.

                   (xviii) "Outstanding Shares" means the number of shares of
Common Stock issued and outstanding plus the total number of shares issuable
upon conversion or exercise of all outstanding convertible securities, excluding
shares of Excluded Stock. The term "Outstanding Shares" shall be deemed to
include shares of Common Stock issued or issuable upon conversion of convertible
securities issued for the purpose of redeeming Floating Rate Convertibles,
notwithstanding the definition of "Excluded Stock" above. If a holder of Series
Q Stock converts any shares of Series Q Stock prior to the Conversion
Determination Date then the number of Outstanding Shares shall be calculated by
the Company for the purpose of the conversion as provided above assuming that
all Floating Rate Convertibles had been converted on the Trading Day immediately
prior to the Conversion Notice Date, PROVIDED, that the Conversion Price
applicable to such holder shall be subject to later adjustment pursuant to the
following sentence. The Outstanding Shares shall be fixed at the number
calculated on the Conversion Determination Date pursuant to this section,
subject to adjustment as provided in Section 5, and such number shall be used as
the number of Outstanding Shares for all future determinations of the Conversion
Price; the Conversion Price of shares of Series Q Stock held by any holder that
has converted any shares of Series Q Stock prior to the Conversion Determination
Date shall be adjusted to yield the applicable aggregate number of shares of
Common Stock upon conversion of the remaining shares of Series Q Stock held by
the holder, as if all shares of Series Q Stock had been converted by the holder
after the Conversion Determination Date. If a holder has already converted all
shares of Series Q Stock before the Conversion Determination Date then the
Company shall after the Conversion Determination Date issue to the holder such
additional number of shares of Common Stock as may be necessary to produce the
aggregate number of shares of Common Stock as contemplated by the previous
sentence.
                                       -5-
<PAGE>
                   (xix) "Preferred Stock" means the preferred stock, par value
$0.01 per share, of the Corporation.

                   (xx) "Purchase Agreement" means the Stock Purchase Agreement
dated August ___, 2001, between the Corporation and the purchasers of the Series
Q Stock.

                   (xxi) "Total Common Stock Issuable" means the product of (i)
the quotient obtained by dividing (a) the number of Outstanding Shares as of the
earlier of an applicable Conversion Date or the Conversion Determination Date by
(b) 0.75 times (ii) 0.25. The calculation of Total Common Stock Issuable is
based upon 60,000 shares of Series Q Preferred Stock issued pursuant to the
Purchase Agreement and the equation contained in the foregoing sentence shall be
adjusted appropriately to account for a larger or smaller number of shares of
Series Q Preferred Stock actually being issued.

                   (xxii) "Trading Day" means a day on which the NASD OTC
Bulletin Board (or such other trading system then in use by the National
Association of Securities Dealers, Inc.), is open for the transaction of
business, or, if the Common Stock is not listed or admitted to a trading system
then in use by the National Association of Securities Dealers, Inc. but is
trading on any securities exchange, a day on which such securities exchange is
open for the transaction of business; or, if the foregoing does not apply, any
Business Day.

           2.  Dividends. Except as expressly provided herein the holders of
shares of Series Q Stock shall not be entitled to dividends.

               (a) The holders of Series Q Stock, in preference to the holders
of the Corporation's Common Stock and Series L and Series P Preferred Stock and
in parity with and in accordance with the terms of the Series N and Series O
Preferred Stock, shall be entitled to receive, when, as and if declared by the
Board of Directors, but only out of funds that are legally available therefor,
cash dividends on each outstanding share of Series Q Stock (as adjusted for any
stock dividends, combinations, splits, recapitalizations and the like with
respect to such shares) at an annual rate per share equal to eight percent (8%)
of the original purchase price of $100 per share of the Series Q Stock (which
amount shall be subject to adjustment whenever there shall occur a stock split,
combination, reclassification or other similar event involving the Series Q
Preferred Stock) (the "Series Q Dividends"). The Series Q Dividends shall be
payable before any dividends (whether in cash or property) on any shares of
Common Stock shall be declared or paid or set apart for payment. The Series Q
Stock shall rank senior as to dividends to all other series of preferred stock
outstanding as of the date of filing of this Certificate of Designations other
than Series N Preferred Stock and Series O Preferred Stock, and shall rank on a
parity as to dividends with the Series N Preferred Stock and Series O Preferred
Stock. The Series Q Dividends shall be paid semiannually within thirty (30) days
of the end of each of the second and fourth quarter, PROVIDED, that the
Corporation reports a positive Operating Profit for such period. If the
Corporation does not report a positive Operating Profit for such semiannual
period the Series Q Dividends shall accrue and shall become payable within
thirty (30) days of the end of the next semiannual period in which the
Corporation reports a positive Operating Profit. The Series Q Dividends shall be
deemed to accrue and be cumulative, whether or not earned or declared and
whether or not there are profits, surplus or other funds of the Corporation
legally available for the payment of dividends. If Series Q Dividends in respect
of any prior or
                                       -6-
<PAGE>
current semiannual dividend period shall not have been declared and paid or if
there shall not have been a sum sufficient for the payment thereof set apart,
the deficiency shall first be fully paid before (ii) any dividend or other
distribution in cash or other property shall be paid or declared and set apart
with respect to the Corporation's Common Stock or any class or series of the
Corporation's capital stock ranking junior to the Series Q Stock, now or
hereafter outstanding or (ii) purchase or redemption of any stock ranking junior
to or on a parity with the Series Q Preferred Stock as to dividends or on
liquidation, now or hereafter outstanding. Upon any conversion of the Series Q
Stock, all accumulated and unpaid Series Q Dividends, whether or not declared,
since the date of issue up to and including Conversion Date thereof, shall be
paid by the Corporation.

           The provisions of this Section 2(a) shall not, however, apply to (i)
a dividend payable in Common Stock, or (ii) any repurchase of any outstanding
securities of the Corporation that is unanimously approved by the Corporation's
Board of Directors.

               (b) Declared Dividends on Common Stock. If the Board of Directors
shall declare a cash dividend payable upon the then outstanding shares of Common
Stock, the holders of the Series Q Stock shall be entitled to the amount of cash
dividends on the Series Q Stock as would be declared payable on the number of
whole shares of Common Stock into which the shares of Series Q Stock held by
each holder thereof could be converted pursuant to the provisions of Section 5
hereof, such number determined as of the record date for the determination of
holders of Common Stock entitled to receive such dividend. Such determination of
"whole shares" shall be based upon the aggregate number of shares of Series Q
Stock held by each holder, and not upon each share of Series Q Stock so held by
the holder.

               (c) Dividends on Other Securities. The Board of Directors may
declare and the Corporation may pay or set apart for payment, or cause the
accrual of, stated or cumulative dividends and other distributions on any other
series of Preferred Stock ranking on a parity with or senior to the Series Q
Preferred Stock, and may purchase or otherwise redeem any of the same (or any
warrants, rights, options or other securities exercisable therefor or
convertible or exchangeable therein), and the holders of Series Q Stock shall
not be entitled to share therein.

           3.  Liquidation, Dissolution or Winding Up.

               (a) Treatment at Liquidation, Dissolution or Winding Up. In the
event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, or in the event of its insolvency, before any
distribution or payment is made to any holders of Common Stock or any other
class or series of capital stock of the Corporation designated to be junior to
the Series Q Stock, and subject to the liquidation rights and preferences of any
class or series of Preferred Stock designated by the Board of Directors to be
senior to or on a parity with the Series Q Stock with respect to liquidation
preferences, the holder of each share of Series Q Stock shall be entitled to be
paid first out of the assets of the Corporation available for distribution to
holders of the Corporation's capital stock of all classes, whether such assets
are capital, surplus or earnings, an amount equal to the Original Issue Price
per share of Series Q Stock held by any holder plus all accrued but unpaid
dividends (the "Liquidation Value"). For purposes hereof, the Series Q Stock
shall rank on liquidation on parity with the Series O Preferred Stock, and
senior to the Common Stock. Subject to the foregoing sentence, the Series Q

                                       -7-
<PAGE>
Stock shall rank on liquidation senior to all other classes of Preferred Stock
outstanding on the Original Issue Date.

           If, upon liquidation, dissolution or winding up of the Corporation,
the assets of the Corporation available for distribution to its stockholders
shall be insufficient to pay the holders of the Series Q Stock the full amount
to which they otherwise would be entitled, the holders of Series Q Stock shall
share ratably in any distribution of available assets pro rata in proportion to
the respective liquidation preference amounts that would otherwise be payable
upon liquidation with respect to the outstanding shares of the Series Q Stock if
all liquidation preference amounts with respect to such shares were paid in
full, based upon the aggregate Liquidation Value payable upon all shares of
Series Q Stock then outstanding.

           After such payment shall have been made in full to the holders of the
Series Q Stock, or funds necessary for such payment shall have been set aside by
the Corporation in trust for the account of holders of the Series Q Stock so as
to be available for such payment, the remaining assets available for
distribution shall be distributed ratably among the holders of the Common Stock
and any class or series of capital stock designated to be junior to the Series Q
Stock (if any) in right of payment upon any liquidation, dissolution or winding
up of the Corporation.

           The amounts set forth above shall be subject to equitable adjustment
by the Board of Directors whenever there shall occur a stock dividend, stock
split, combination, reorganization, recapitalization, reclassification or other
similar event involving a change in the capital structure of the Series Q Stock.

               (b) Distributions Other Than Cash. Whenever the distributions
provided for in this Section shall be payable in property other than cash, the
value of such distribution shall be the fair market value of such property as
determined in good faith by the Board of Directors. All distributions (including
distributions other than cash) made hereunder shall be made pro rata to the
holders of Series Q Stock.

               (c) Events Not Deemed A Liquidation. A Fundamental Change other
than an Asset Transfer will not be deemed to be a liquidation, dissolution or
winding up of the Corporation under this Section 3. For purposes of this Section
3, a liquidation, dissolution, or winding up of the Corporation shall be deemed
to be occasioned by, or to include, an Asset Transfer. The occurrence of an
Asset Transfer shall entitle the holders of Series Q Stock to receive at the
closing in cash, securities, or other property (valued as provided in paragraph
3(b) above) the respective amounts as specified in paragraph 3(a) in liquidation
of their Series Q Stock, unless the holders of a majority of the outstanding
shares of Series Q Stock, voting separately as a class, affirmatively vote that
such transaction shall not be deemed to be a liquidation, dissolution, or
winding up of the Corporation under this Section 3.

               (d) Notice. Written notice of any liquidation, dissolution, or
winding up of the Corporation, stating the payment date or dates when and the
place or places where the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage prepaid, not less than 10
days prior to any payment date stated therein, to the holders of record of the
Series Q Stock at their respective addresses as the same shall appear on the
stock records of the Corporation.

                                       -8-
<PAGE>
           4.  Voting Power.

               (a) General. Except as expressly provided in this Section 4 or as
otherwise required by the General Corporation Law of the State of Delaware, each
holder of Series Q Stock shall be entitled to vote on all matters and shall be
entitled to that number of votes equal to the number of whole shares of Common
Stock into which such holder's shares of Series Q Stock could be converted,
pursuant to the provisions of Section 5 hereof, at the record date for the
determination of stockholders entitled to vote on any matter or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders is solicited. Except as otherwise required by law, the
holders of shares of Series Q Stock and Common Stock shall vote together (or
render written consent in lieu of a vote) as a single class on all matters
submitted to the stockholders of the Corporation. The determination as to the
number of "whole shares" shall be based upon the aggregate number of shares of
Series Q Stock held by each holder, not upon each share of Series Q Stock so
held by the holder. Fractional votes shall not be permitted and any fractional
voting rights resulting from the above formula shall be rounded to the nearest
whole number (with one-half being rounded upward).

               (b) Special Right to Elect Directors. For as long as at least 50%
of the shares of Series Q Stock originally issued remain outstanding, during any
period in which any one or more of the conditions described below shall exist
(such period being referred to herein as a "Voting Period"), the number of
directors constituting the Board of Directors of the Corporation shall be
automatically increased by the smallest number that would constitute a majority
of the Board of Directors as so increased by such smallest number; and the
holders of shares of Series Q Stock shall be entitled, voting separately as a
class (to the exclusion of the holders of all other securities and classes of
capital stock of the Corporation), to elect such smallest number of additional
directors (the "Series Q Directors"). A Voting Period shall commence:

                   (i) if at any time the Corporation has received a notice of
default on the payment of principal or interest on any material amount of any of
its indebtedness, which default has not been not cured within any applicable
cure period set forth in the instrument evidencing such indebtedness or if there
is no such period, within sixty (60) days of receipt by the Corporation of
notice of the same;

                   (ii) if the Corporation has failed to convert the Series Q
Stock when required pursuant to the terms of this Certificate of Designations,
and such failure remains uncured ten (10) days after receipt by the Corporation
of notice of the same;

                   (iii) if the Corporation has failed to report positive
Operating Profits for any two fiscal quarters during the fiscal year beginning
January 1, 2002; or

                   (iv) if the Corporation has defaulted in any material respect
in one or more provisions of this Certificate of Designations or the Purchase
Agreement, which default has not been cured within sixty (60) days of receipt by
the Corporation of notice of the same.

           Upon termination of a Voting Period, the voting rights described in
this Section 4(b) shall automatically terminate, subject always, however, to the
revesting of such voting rights in the holders of Series Q Stock upon the
commencement of another Voting Period upon a new occurrence of any of the events
described in this Section 4(b).

                                       -9-
<PAGE>
               (c) Voting Procedures. As soon as practicable after the
commencement of a Voting Period as described in Section 4(b), the Corporation
shall call a special meeting of holders of Series Q Stock and mail a notice of
such special meeting to such holders, such meeting to be held not less than 10
nor more than 20 days after the date of mailing of such notice. If the
Corporation fails to send such notice or does not call such a special meeting,
the meeting may be called by any such holder on like notice. The record date for
determining the holders entitled to notice of and to vote at such special
meeting shall be the close of business on the fifth Business Day preceding the
day on which such notice is mailed. At any such special meeting and at each
meeting of stockholder held for the purpose of electing directors during a
Voting Period, the holders of Series Q Stock, voting together as a class (to the
exclusion of the holders of all other securities and classes of capital stock of
the Corporation), shall be entitled to elect the Series Q Directors by a
plurality of the votes cast.

           The terms of office of all persons who are directors of the
Corporation at the time of a special meeting of holders of Series Q Stock to
elect directors shall continue, notwithstanding the election at such meeting by
such holders of the number of directors that they are entitled to elect, and the
persons so elected by such holders and the remaining incumbent directors elected
by the holders of the Common Stock and other series of Preferred Stock, if any,
shall constitute the duly elected directors of the Corporation.

           Simultaneously with the expiration of a Voting Period, the term of
office of the Series Q Directors shall automatically terminate, the number of
directors constituting the Board of Directors of the Corporation shall
automatically be reduced by the number that is has been increased pursuant to
Section 4(b), the remaining directors shall constitute the directors of the
Corporation and the voting rights of such holders of Series Q Stock pursuant to
Section 4(b) above shall automatically terminate, subject to the provisions of
the last sentence of Section 4(b).

           Any Series Q Director may be removed by, and shall not be removed
except by, the vote of the holders of record of a majority of the outstanding
shares of Series Q Stock voting as a class at a meeting of stockholders or of
the holders of Series Q Stock called for the purpose. So long as a Voting Period
shall exist (i) any vacancy in the office of a Series Q Director may be filled
(except as provided in the following clause (ii)) by an instrument in writing
signed by the remaining Series Q Directors and filed with the Corporation and
(ii) in the case of the removal of any Series Q Director, the vacancy may be
filled by the holders of record of the shares of Series Q Stock, voting as a
class, by a plurality of the votes cast, at the same meeting at which such
removal shall be voted.

           On the first date on which less than 50% of the shares of Series Q
Stock originally issued is outstanding, the term of office of the Series Q
Directors shall automatically terminate, the number of directors constituting
the Board of Directors of the Corporation shall automatically be reduced by the
number that is has been increased pursuant to Section 4(b), the remaining
directors shall constitute the directors of the Corporation and the voting
rights of such holders of Series Q Stock pursuant to Section 4(b) above shall
automatically terminate.

                                      -10-
<PAGE>
               (d) Separate Vote of Series Q Stock. For so long as at least 25%
of the shares of Series Q Stock originally issued remain outstanding, in
addition to any other vote or consent required herein or by law, and unless the
vote of holders of a greater number of shares of Series Q Stock shall then be
required by law, the vote or written consent of the holders of a majority of the
outstanding Series Q Stock, voting as a single class, shall be necessary for
effecting or validating the following actions:

                   (i) Any voluntary liquidation, dissolution, or winding up of
the Corporation;

                   (ii) Any Fundamental Change;

                   (iii) Any amendment, alteration, or repeal of any provision
of the Certificate of Incorporation of the Corporation (including any filing of
a Certificate of Designation, increase in authorized capital stock of the
Corporation, or increase in the authorized shares of any class of Preferred
Stock authorized as of the date hereof), that affects adversely the voting
powers, preferences, or other special rights or privileges, qualifications,
limitations or restrictions of the Series Q Stock;

                   (iv) Any authorization or any designation, whether by
reclassification or otherwise, of any new class or series of stock or any other
securities convertible into equity securities of the Corporation ranking on a
parity with, or senior to, the Series Q Stock in right of redemption,
liquidation preference, voting, or dividends or any increase in the authorized
or designated number of any such new class or series;

                   (v) Any authorization or any designation, whether by
reclassification or otherwise, of any new Floating Rate Convertibles;

                   (vi) Any payment of dividends or other distributions with
respect to any capital stock of the Corporation that ranks junior to the Series
Q Stock as to dividends or on liquidation while accrued dividends on the Series
Q Stock remain unpaid;

                   (vii) Any creation, incurrence or assumption of any liability
with respect to Indebtedness (as defined below) for money borrowed which exceeds
$500,000 in the aggregate at any time outstanding (excluding working capital
lines, revolving loans, letters of credit or indemnities for letters of credit
issued by others). For purposes hereof, "Indebtedness" shall mean all
obligations, contingent and otherwise, which should, in accordance with
generally accepted accounting principles, be classified upon the obligor's
balance sheet (or the notes thereto) as liabilities, but in any event including
liabilities secured by any mortgage on property owned or acquired subject to
such mortgage, whether or not the liability secured thereby shall have been
assumed, and also including all guaranties, endorsements and other contingent
obligations, in respect of Indebtedness of others, whether or not the same are
or should be so reflected in said balance sheet (or the notes thereto), except
guaranties by endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business;

                   (viii) Any grant of an exclusive license to any of the
Corporation's products;

                                      -11-
<PAGE>
                   (ix) Any change in the rights, preferences, or privileges of
the Series Q Stock that would be detrimental to the rights of holders of Series
Q Stock;

                   (x) Any issuance of shares of any class of Preferred Stock
authorized as of the date hereof other than Series Q Stock.

               (e) Class Voting. In addition to any rights granted to a holder
of shares of Series Q Stock pursuant to this Designation, shares of Series Q
Stock shall be entitled to vote as a class or series, separate and apart from
any other series of Preferred Stock or any holders of shares of Common Stock, on
any matter as to which class voting is required under applicable law.

           5.  Conversion Rights.

               (a) Mandatory Conversion. On or after the fifth anniversary of
the date hereof, PROVIDED, THAT no Floating Rate Convertibles are outstanding,
the Corporation may, at its option, by giving written notice to the holders of
shares of Series Q Stock to be converted, convert all outstanding shares of
Series Q Stock into such number of fully paid and non-assessable shares of
Common Stock as shall be determined by multiplying the number of shares of
Series Q Stock being converted by the Conversion Ratio. If the Corporation
elects to convert the outstanding shares of Series Q Stock as provided in this
Section 5(a), the Corporation must also pay at the time of conversion all
accrued but unpaid dividends on the shares of Series Q Stock being converted.

               (b) Optional Conversion. Subject to the provisions of this
Section 5, each holder of Series Q Stock shall have the right, at such holder's
option, to convert at any time any of the shares of Series Q Stock held by such
holder into such number of fully paid and nonassessable shares of Common Stock
as shall be determined by multiplying the number of shares of Series Q Stock
being converted by the Conversion Ratio.

               (c) Intentionally Left Blank.

               (d) Dividends Other Than Common Stock Dividends. In the event the
Corporation shall make or issue, or shall fix a record date for the
determination of holders of Common Stock entitled to receive a dividend or other
distribution (other than a distribution in liquidation or other distribution
otherwise provided for herein) with respect to the Common Stock payable in (i)
securities of the Corporation other than shares of Common Stock or (ii) other
assets (including notes or other indebtedness of the Corporation but excluding
cash dividends or distributions), then and in each such event provision shall be
made so that the holders of the Series Q Stock shall receive upon conversion
thereof in addition to the number of shares of Common Stock receivable
thereupon, the number of securities or such other assets of the Corporation that
they would have received had their Series Q Stock been converted into Common
Stock on the date of such event and had they thereafter, during the period from
the date of such event to and including the Conversion Date, retained such
securities or such other assets receivable by them during such period, giving
application to all other adjustments called for during such period under this
Section 5 with respect to the rights of the holders of the Series Q Stock.

                                      -12-
<PAGE>
               (e) Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend, or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, or declares a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly additional shares
of Common Stock ("Common Stock Equivalents"), without payment of any
consideration by such holder for the additional shares of Common Stock or the
Common Stock Equivalents (including the additional shares of Common Stock)
issuable upon conversion or exercise thereof), then the number of Outstanding
Shares calculated immediately prior to such subdivision or distribution shall be
proportionately increased to include such Common Stock Equivalents. Conversely,
in case the outstanding shares of Common Stock shall be combined into a smaller
number of shares, by a reverse stock split or otherwise, the number of
Outstanding Shares as calculated immediately prior to such combination shall be
proportionately reduced.

               (f) Capital Reorganization or Reclassification. If the Common
Stock issuable upon the conversion of the Series Q Stock shall be changed into
the same or a different number of shares of any class or classes of capital
stock, whether by capital reorganization, recapitalization, reclassification, or
otherwise (other than a subdivision or combination of shares or stock dividend
provided for elsewhere in this Section 5, or a Fundamental Change), then and in
each such event the holders of Series Q Stock shall have the right thereafter to
convert such shares into the kind and amount of shares of capital stock and
other securities and property receivable upon such reorganization,
recapitalization, reclassification or other change by the holders of the number
of shares of Common Stock into which such shares of Series Q Stock might have
been converted, all subject to further adjustment as provided herein.

               (g) Fundamental Change. If any Fundamental Change shall occur,
then each share of Series Q Stock outstanding as of the date of the consummation
or closing thereof shall be (and be deemed to have been) converted
automatically, without any further action by the holders thereof, into such
number of fully paid and nonassessable shares of Common Stock as shall be
determined by multiplying the number of shares of Series Q Stock then
outstanding by the Conversion Price; provided, however, that in the event of an
Asset Transfer, Section 3(c) hereof shall apply unless holders of a majority of
shares of Series Q Stock elect otherwise pursuant to the provisions of Section
3(c).

           The Corporation shall give notice of a proposed or anticipated
Fundamental Change to all holders of the Series Q Stock not later than ten (10)
days before the expected closing or consummation of such Fundamental Change. The
Corporation also shall give prompt notice of the closing or consummation of such
Fundamental Change to all holders of record of the Series Q Stock as of the date
of such closing or consummation. Each holder of Series Q Stock shall thereupon
promptly surrender for conversion, to the Corporation at its principal office or
to any transfer agent for the Series Q Stock or the Common Stock, all
certificates representing all shares of Series Q Stock held by such holder,
accompanied by a written notice specifying the name or names in which such
holder wishes the certificate(s) for shares of Common Stock to be issued.

               (h) Certificate as to Adjustments; Notice by Corporation. In each
case of an adjustment or readjustment of the Conversion Price, the Corporation
at its expense will furnish each holder of Series Q Stock so affected with a
certificate prepared by an officer of the

                                      -13-
<PAGE>
Corporation, showing such adjustment or readjustment, and stating in detail the
facts upon which such adjustment or readjustment is based.

               (i) Exercise of Conversion Privilege. To exercise its conversion
privilege, a holder of Series Q Stock shall give written notice by telecopy to
the Corporation at its principal office that such holder elects to convert
shares of its Series Q Stock and shall thereafter surrender the original
certificate(s) representing the shares being converted to the Corporation at its
principal office together with an originally executed copy of such notice. Such
notice shall also state the name or names (with its address or addresses, as
well as the address(es) for delivery) in which the certificate(s) for shares of
Common Stock issuable upon such conversion shall be issued. The certificate(s)
for the shares of Series Q Stock surrendered for conversion shall be accompanied
by proper assignment thereof to the Corporation or in blank. As promptly as
practicable after the Corporation receives the original certificate(s) for the
shares of Series Q Stock surrendered for conversion, the proper assignment
thereof to the Corporation or in blank and the original notice of conversion
(collectively, the "Original Documentation"), but in no event more than three
(3) Trading Days after the later of the Corporation's receipt of the Original
Documentation and the Conversion Date (the "Delivery Date"), the Corporation
shall issue and shall deliver to the holder of the shares of Series Q Stock
being converted, at the addresses set forth therefor by the holder, such
certificate(s) as it may request for the number of whole shares of Common Stock
issuable upon the conversion of such shares of Series Q Stock in accordance with
the provisions of this Section 5, and cash, as provided in Section 5(j), in
respect of any fraction of a share of Common Stock issuable upon such
conversion. Such conversion or any conversion upon the request of the
Corporation shall be deemed to have been effected immediately prior to the close
of business on the applicable Conversion Date, and at such time the rights of
the holder as holder of the converted shares of Series Q Stock shall cease and
the person(s) in whose name(s) any certificate(s) for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the
holder(s) of record of the shares of Common Stock represented thereby.

               (j) Cash in Lieu of Fractional Shares. No fractional shares of
Common Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series Q Stock. Instead of any fractional shares of
Common Stock that would otherwise be issuable upon conversion of Series Q Stock,
the Corporation shall pay to the holder of the share of Series Q Stock being
converted a cash adjustment in respect of such fractional shares in an amount
equal to the same fraction of the market price per share of the Common Stock (as
determined in a reasonable manner prescribed by the Board of Directors) at the
close of business on the Conversion Date. The determination as to whether or not
any fractional shares are issuable shall be based upon the aggregate number of
shares of Series Q Stock being converted at any one time by any holder thereof,
not upon each share of Series Q Stock being converted.

               (k) Partial Conversion. In the event some but not all of the
shares of Series Q Stock represented by a certificate(s) surrendered by a holder
are converted, the Corporation shall execute and deliver to or on the order of
the holder, at the expense of the Corporation, a new certificate representing
the number of shares of Series Q Stock which were not converted. Such new
certificate shall be so delivered on or prior to the date set forth in Section
5(i) for the delivery of certificates for shares of Common Stock.

                                      -14-
<PAGE>
               (l) Reservation of Common Stock. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the shares
of the Series Q Stock, such number of its shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding shares of
the Series Q Stock (including any shares of Series Q Stock represented by any
warrants, options, subscription or purchase rights for the Series Q 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 Series Q Stock (including any shares of Series Q Stock represented by any
warrants, options, subscriptions or purchase rights for the Series Q Stock),
then the Corporation shall use all means reasonably available to it, and
promptly take any and all actions as may be necessary, to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.

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

               (a) taking by the Corporation of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or

               (b) capital reorganization of the Corporation, any
reclassification or recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, or any Asset Transfer, or

               (c) voluntary or involuntary dissolution, liquidation or winding
up of the Corporation,

then and in each such event the Corporation shall telecopy and thereafter mail
or cause to be mailed to each holder of Series Q Stock a notice specifying (i)
the date on which any such record is to be taken for the purpose of such
dividend, distribution or right and a description of such dividend, distribution
or right, (ii) the date on which any such reorganization, reclassification,
recapitalization, Asset Transfer, consolidation, merger, dissolution,
liquidation or winding up is expected to become effective, and (iii) the time,
if any, that is to be fixed, as to when the holders of record of Common Stock
(or other securities) shall be entitled to exchange their shares of Common Stock
(or other securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, Asset Transfer,
consolidation, merger, dissolution, liquidation or winding up. Such notice shall
be telecopied and thereafter mailed by first class mail, postage prepaid, or by
express overnight courier service, at least ten (10) days prior to the date
specified in such notice on which such action is to be taken.

           7.  General.

               (a) Replacement of Certificates. Upon the Corporation's receipt,
from the holder of any certificate evidencing shares of Series Q Stock, of
evidence reasonably satisfactory to the Corporation (an affidavit of such holder
will be satisfactory) of the ownership and the loss, theft, destruction or
mutilation of such certificate, and in the case of any such loss, theft or

                                      -15-
<PAGE>
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation, and in the case of any such mutilation, upon surrender of such
certificate, the Corporation (at its expense) shall execute and deliver to such
holder, in lieu of such certificate, a new certificate that represents the
number of shares represented by, is dated the date of, is issued in the name of
the holder of, and is substantially identical in form of, such lost, stolen,
destroyed or mutilated certificate.

               (b) Payment of Taxes. The Corporation shall pay all taxes (other
than taxes based upon income) and other governmental charges that may be imposed
in connection with the issuance or delivery of any shares of Common Stock (or
other of the Corporation's securities) that results from the conversion of
shares of Series Q Stock pursuant to this Certificate of Designations. If the
Corporation, pursuant to a notice from a holder of any shares of Series Q Stock,
effects the issuance or delivery of any shares of Common Stock (or other of the
Corporation's securities) in any name(s) other than such holder's name, then
such holder shall deliver to the Corporation with the aforesaid notice (A) all
transfer taxes and other governmental charges payable upon the issuance or
delivery of securities in such other name(s) or (B) evidence satisfactory to the
Corporation that such taxes and charges have been or shall be paid in full.

               (c) Status of Redeemed or Converted Shares. Shares of Series Q
Stock that are redeemed, converted or otherwise acquired by the Corporation in
any manner (including by purchase or exchange) shall be canceled and upon
cancellation (i) shall no longer be deemed to be outstanding, (ii) shall become
authorized but unissued shares of preferred stock undesignated as to series, and
(iii) may be reissued as part of another series of preferred stock.





























                                      -16-