<PAGE>   1


                                                                     EXHIBIT 3.1



                              AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                       OF

                              IMC MORTGAGE COMPANY

        The undersigned, for the purpose of forming a corporation for profit
under the laws of Florida, adopts the following Articles of Incorporation.

                                   ARTICLE I

                                NAME AND ADDRESS

        Section 1.1  NAME.  The name of the corporation is IMC Mortgage Company.

        Section 1.2  ADDRESS OF PRINCIPAL OFFICE.  The address of the principal
office of the corporation is 3450 West Busch Boulevard, Suite 250, Tampa,
Florida 33618.

                                   ARTICLE II

                                    DURATION

        Section 2.1  DURATION.  This corporation shall exist perpetually.

                                  ARTICLE III

                                    PURPOSES

        Section 3.1  PURPOSES.  This corporation is organized for the purposes
of transacting any or all lawful business permitted under the laws of the United
States and of the State of Florida.


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<PAGE>   2



                                   ARTICLE IV

                                    CAPITAL

        Section A. AUTHORIZED CAPITAL. The maximum number of shares of stock
which the Corporation is authorized to have outstanding at any one time is
sixty million (60,000,000) shares (the "Capital Stock") divided into classes as
follows:

               1. Ten million (10,000,000) shares of preferred stock having a
        par value of $0.01 per share (the "Preferred Stock"), and which may be
        issued in one or more classes or series as further described in Section
        B; and

               2. Fifty million (50,000,000) shares of common stock having a
        par value of $0.001 per share (the "Common Stock").

All such shares shall be issued fully paid and nonassessable.

        Section B. PREFERRED STOCK. The Board of Directors is authorized to
provide for the issuance of the Preferred Stock in one or more classes and in
one or more series within a class and, by filing the appropriate Articles of
Amendment with the Secretary of State of Florida which shall be effective
without shareholder action, is authorized to establish the number of shares to
be included in each class and each series and the preferences, limitations and
relative rights of each class and each series. Such preferences must include
the preferential right to receive distributions of dividends or the
preferential right to receive distributions of assets upon the dissolution of
the corporation before shares of Common Stock are entitled to receive such
distributions. Shares of a class of Preferred Stock may have preference over
shares of other classes of Preferred Stock to the extent determined by the
Board of Directors at the time of establishing such class.

        Section C. COMMON STOCK. Holders of Common Stock are entitled to one
vote per share on all matters required by Florida law to be approved by the
shareholders. Subject to the rights of any outstanding classes or series of
Preferred Stock having preferential dividend rights, holders of Common Stock
are entitled to such dividends as may be declared by the Board of Directors out
of funds lawfully available therefor. Upon the dissolution of the Corporation,
holders of Common Stock are entitled to receive, pro rata in accordance with
the number of shares owned by each, the net assets of the Corporation remaining
after the holders of any outstanding classes or series of Preferred Stock
having preferential rights to such assets have received the distributions to
which they are entitled.


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                                   ARTICLE V

                      INITIAL REGISTERED OFFICE AND AGENT

        Section 5.1 NAME AND ADDRESS. The street address of the initial
registered office of this corporation is One Independent Drive, Suite 3104,
Jacksonville, Florida 32202, and the name of the initial registered agent of
this corporation at that address is Mitchell W. Legler.

                                   ARTICLE VI

                                   DIRECTORS

        Section 6.1 NUMBER. The number of directors shall be established by the
bylaws and may be increased or diminished from time to time by the bylaws, but
shall never be less than one.

        Section 6.2 CLASSIFICATION. The directors shall be classified into
three (3) classes, as nearly equal in number as possible: one class to be
originally elected for a term expiring at the annual meeting of shareholders to
be held in 1996; another class to be originally elected for a term expiring at
the annual meeting of shareholders to be held in 1997; and a third class to be
originally elected for a term expiring at the annual meeting of shareholders to
be held in 1998, with each class to hold office until its successors are
elected and qualified. At each annual meeting of the shareholders of the
corporation, the date of which shall be fixed by or pursuant to the bylaws of
the corporation, the successors of the class of directors whose terms expire at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of shareholders held in the third year following the year of election.

                                  ARTICLE VII

                            MEETINGS OF SHAREHOLDERS

        Section 7.1 SPECIAL MEETINGS. Special meetings of shareholders may be
called at any time, but only by (a) the Chairman of the Board of the
Corporation, (b) a majority of the directors in office, although less than a
quorum, and (c) the holders of not less than [FIFTY PERCENT (50%)] of the total
number of votes of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.


        Section 7.2 SHAREHOLDER ACTION BY WRITTEN CONSENT. Any action
required or permitted to be taken by the shareholders of the Corporation must
be effected at a duly called annual or special meeting of the shareholders, and
may not be effected by any consent in writing by such shareholders, unless such
written consent is by the holders of ninety percent (90%) of the outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class (unless separate
voting by classes is required by law, in which case, the written consent by the
holders of ninety percent (90%) of the outstanding shares of each class or
series entitled to vote as a class shall be required).


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<PAGE>   4



                                  ARTICLE VIII

                                     BYLAWS

        Section 8.1 BYLAWS. The initial bylaws of this corporation shall be
adopted by the board of directors. Bylaws may be amended or repealed from time
to time by either the board of directors or the shareholders, but the board of
directors shall not alter, amend or repeal any bylaw adopted by the
shareholders if the shareholders specifically provide that such bylaw is not
subject to amendment or repeal by the board of directors.

                                   ARTICLE IX

                                INDEMNIFICATION

        Section 9.1 INDEMNIFICATION. The board of directors is hereby
specifically authorized to make provision for indemnification of directors,
officers, employees and agents to the full extent permitted by law.

                                   ARTICLE X

                                   AMENDMENT

        Section 10.1 AMENDMENT. This corporation reserves the right to amend or
repeal any provision contained in these Articles of Incorporation, and any
right conferred upon the shareholders is subject to this reservation.

        Section 10.2 REQUIRED VOTE. The affirmative vote of the holders of a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class, shall be required (unless separate voting by classes is required by law,
in which case, the affirmative vote of the holders of a majority of the
outstanding shares of each class or series entitled to vote as a class shall be
required) in order to amend or repeal, or to adopt any provision inconsistent
with the purpose of intent of Article VI ("Directors"), Article VII ("Action by
Shareholders") or this Article X ("Amendment"). The affirmative vote of the
holders of ninety percent (90%) of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required (unless separate voting by
classes is required by law, in which case, the affirmative vote of the holders
of ninety percent (90%) of the outstanding shares of each class or series
entitled to vote as a class shall be required) in order to amend or repeal, or
to adopt any provision inconsistent with the purpose or intent of Article VII
("Action by Shareholders").

        IN WITNESS WHEREOF, the President of the Corporation has executed these
Amended and Restated Articles the 1 day of April, 1996.



                                            /s/ Thomas Middleton
                                            -----------------------------------
                                            Thomas Middleton, President


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                             ARTICLES OF AMENDMENT
              DESIGNATING THE PREFERENCES, RIGHTS AND LIMITATIONS
                   OF THE CLASS A CONVERTIBLE PREFERRED STOCK
                                       OF
                              IMC MORTGAGE COMPANY

               Pursuant to Section 607.0602 of the Florida Business Corporation
Act, IMC Mortgage Company, a Florida corporation (the "Company"), hereby
certifies that the following amendments were duly adopted by the Board of
Directors of the Company (the "Board") on May 19, 1998, pursuant to authority
conferred upon the Board by the provisions of the Articles of Incorporation of
the Company (the "Articles of Incorporation").

               DESIGNATION OF CLASS A CONVERTIBLE PREFERRED STOCK. The Class,
designated as Class A Convertible Preferred Stock will have the designations,
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and the qualifications, limitations and restrictions as
follows:

               SECTION 1. Designation, Rank. This series of preferred stock
shall be designated the "Class A Convertible Preferred Stock," with a par value
of $0.01 per share (the "Convertible Preferred Stock"). The Convertible
Preferred Stock will rank, with respect to rights on liquidation, winding-up
and dissolution, (i) senior to all classes of common stock of the Company, as
they exist on the date hereof or as such stock may be constituted from time to
time (the "Common Stock"), and each other class of capital stock or class or
series of preferred stock established by the Board to the extent the terms of
such stock do not expressly provide that it ranks on a parity with the
Convertible Preferred Stock as to rights on liquidation, winding-up and
dissolution (collectively, together with the Common Stock, the "Junior
Securities"); (ii) on a parity with each class of capital stock or class or
series of preferred stock established by the Board to the extent the terms of
such stock expressly provide that it will rank on a parity with the Convertible
Preferred Stock as to rights on liquidation, winding-up and dissolution
(collectively, the "Parity Securities"); and (iii) junior to each other class
of capital stock or class or series of preferred stock established by the Board
to the extent the terms of such stock expressly provide that it will rank
senior to the Convertible Preferred Stock as to rights on liquidation,
winding-up and dissolution (collectively, the "Senior Securities").

               SECTION 2. Authorized Number. The authorized number of shares
constituting the Convertible Preferred Stock shall be 500,000 shares.


<PAGE>   6
          SECTION 3. Dividends. Holders of Convertible Preferred Stock will not
be entitled to any dividends.

          SECTION 4. Liquidation Rights. The liquidation value of each share of
Convertible Preferred Stock shall be $100.00 (the "Liquidation Value"). In the
event of any voluntary or involuntary liquidation, dissolution or winding-up of
the Company, after satisfaction of the claims of creditors and before any
payment or distribution of assets is made on any Junior Securities, including,
without limitation, the Common Stock but after any payment or distribution of
assets to holders of Senior Securities, if any, (i) the holders of Convertible
Preferred Stock shall receive a liquidation preference equal to the Liquidation
Value of their shares and (ii) the holders of any Parity Securities shall be
entitled to receive an amount equal to the full respective liquidation
preferences (including any premium) to which they are entitled and shall
receive an amount equal to all accrued and unpaid dividends with respect to
their respective shares through and including the date of distribution (whether
or not declared). If, upon such a voluntary or involuntary liquidation,
dissolution or winding-up of the Company, the assets of the Company are
insufficient to pay in full the amounts described above as payable with respect
to the Convertible Preferred Stock and any Parity Securities, the holders of
the Convertible Preferred Stock and such Parity Securities will share ratably
in any distribution of assets of the Company in proportion to their respective
liquidation preferences. After payment of the Liquidation Value, the
Convertible Preferred Stock will not be entitled to any further participation
in any distribution of assets by the Company. Neither the sale or transfer of
all or any part of the assets of the Company, nor the merger or consolidation
of the Company into or with any other corporation or a merger of any other
corporation with or into the Company, will be deemed to be a liquidation,
dissolution or winding-up of the Company.

          SECTION 5. Voting Rights.

          Except as provided below or as may be required by the law of the
State of Florida or provided by the resolution creating any other series of
preferred stock, the holders of Convertible Preferred Stock will not be
entitled to vote. So long as any shares of Convertible Preferred Stock are
outstanding, the vote or consent of the holders of 66 2/3% of the outstanding
shares of Convertible Preferred Stock, voting together as a single class, shall
be necessary to (i) increase or decrease the par value of the shares of
Convertible Preferred Stock or (ii) amend Article IV of the Articles of
Incorporation, except with respect to changes in the par value of, or the
number of authorized shares of Common Stock, or alter or change the powers,
preferences, or special rights of the shares of Convertible Preferred Stock, so
as to affect them adversely, either directly or indirectly, or through a merger
or consolidation with any person, or (iii) authorize or issue any additional
class or series of Parity Securities or 



                                       2

<PAGE>   7
Senior Securities, or any security convertible into Parity Securities or Senior
Securities; provided, however, that the Company may amend such Article IV to
authorize Parity Securities not to exceed, in the aggregate, $100 million in
liquidation value without the consent of holders of 66 2/3% of the outstanding
shares of Convertible Preferred Stock.

          SECTION 6. Conversion.

          (a)  Right to Convert. Each share of Convertible Preferred Stock will
be convertible (the rights to convert described in this subsection (a) are
referred to as the "Conversion Rights") at any time at the option of the holder
thereof, into such number of fully paid and non-assessable shares of Common
Stock (together with any Rights (as defined in subsection (b)(iii) below)
associated therewith) as is equal to (A) the sum of the Liquidation Value of
the Convertible Preferred Stock, divided by (B) the Conversion Price then in
effect. The initial "Conversion Price" for the Convertible Preferred Stock
shall be $10.44 and shall be subject to adjustment as described below. Shares of
Convertible Preferred Stock to be redeemed in accordance with Section 7 hereof
will not be convertible after the close of business on the day preceding the
date fixed for redemption, unless the Company defaults in payment of the
redemption price.


          (b)  Anti-dilution Provisions. The Conversion Price is subject to
adjustment after the issuance of the Convertible Preferred Stock from time to
time as follows:

          (i)  In case the Company shall (1) pay a dividend or make a
     distribution on Common Stock in shares of Common Stock, (2) subdivide its
     outstanding shares of Common Stock into a greater number of shares or (3)
     combine its outstanding shares of Common Stock into a smaller number of
     shares, the Conversion Price in effect immediately prior to such action
     shall be adjusted so that the holder of any Convertible Preferred Stock
     thereafter surrendered for conversion shall be entitled to receive the
     number of shares of Common Stock which such holder would have been entitled
     to receive immediately following such action had the holder's Convertible
     Preferred Stock been converted immediately prior thereto. An adjustment
     made pursuant to this subsection (i) shall become effective immediately
     (except as provided in subsection (vi) below) after the record date in the
     case of a dividend or distribution and shall become effective immediately
     after the effective date in the case of a subdivision or combination.

          (ii) In case the Company shall issue rights, options or warrants to
     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 



                                       3

<PAGE>   8
     Current Market Price per share (as defined in subsection (v) below) of the
     Common Stock on the record date mentioned below, then the Conversion Price
     in effect immediately prior thereto shall be adjusted so that it shall
     equal the price determined by multiplying the Conversion Price in effect
     immediately prior to the date of issuance of such rights, options or
     warrants by a fraction of which

               (1)  the numerator shall be the sum of (A) the number of shares
     of Common Stock outstanding on the date of issuance of such rights, options
     or warrants immediately prior to such issuance plus (B) the number of
     shares of Common Stock which the aggregate offering price of the total
     number of shares so offered would purchase at such Current Market Price
     (determined by multiplying such total number of shares offered for
     subscription or purchase by the sum of the exercise price of such rights,
     options or warrants plus the value of any consideration per share paid to
     the Company for such rights, options or warrants and dividing the product
     so obtained by such Current Market Price), and

               (2)  the denominator shall be the sum of (A) the number of
     shares of Common Stock outstanding on the date of issuance of such rights,
     options or warrants immediately prior to such issuance plus (B) the number
     of additional shares of Common Stock which are so offered for subscription
     or purchase.

          Such adjustment shall be made successively whenever any rights,
     options or warrants are issued, and shall become effective immediately
     (except as provided in subsection (vi) below) after the record date for the
     determination of stockholders entitled to receive such rights, options or
     warrants; provided, however, in the event that all the shares of Common
     Stock offered for subscription or purchase are not delivered upon the
     exercise of such rights, options or warrants, upon the expiration of such
     rights, options or warrants the Conversion Price shall be readjusted to the
     Conversion Price which would have been in effect had the numerator and the
     denominator of the foregoing fraction and the resulting adjustment been
     made based upon the number of shares of Common Stock actually delivered
     upon the exercise of such rights, options or warrants rather than upon the
     number of shares of Common Stock offered for subscription or purchase. In
     determining the value of any consideration received by the Company for such
     rights, options or warrants, the determination of the Board in good faith
     shall be conclusive and shall be described in a Board resolution.



                                       4
<PAGE>   9
     (iii) Notwithstanding subsection (ii) above, any adjustments to the
Conversion Price to account for the issuance of "Rights" under a Shareholder
Rights Plan or Agreement (a "Rights Agreement") adopted subsequent to the date
hereof shall be made when such Rights are exercised or exchanged by the Company
for Common Stock (Common Stock issued pursuant to the exercise of, or exchange
by the Company for, such Rights are referred to as "Rights Stock") pursuant to
a Rights Agreement or like arrangement at a price per share less than the
Current Market Price per share of Common Stock on the date of such exercise or
exchange. The Conversion Price in effect immediately prior to such exercise or
exchange shall be adjusted so that it shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date of
such exercise or exchange by a fraction of which

               (1)  the numerator shall be the sum of (A) the number of shares
     of Common Stock outstanding on the date of issuance of such Rights Stock
     immediately prior to such issuance plus (B) the number of shares of Common
     Stock which the aggregate consideration received for the total number of
     shares of Rights Stock so issued would purchase at such Current Market
     Price (determined by multiplying such total number of shares of Rights
     Stock by the consideration received per share of such Rights Stock and
     dividing the product so obtained by such Current Market Price), and
     
               (2)  the denominator shall be the sum of (A) the number of shares
     of Common Stock outstanding on the date of issuance of such Rights Stock
     immediately prior to such issuance plus (B) the number of additional
     shares of Rights Stock which are so issued.

     Such adjustment shall be made successively whenever any Rights Stock is
issued, and shall become effective immediately (except as provided in
subsection (vi) below) after the issuance of Rights Stock. If after the
"Distribution Date" or a similar date (as defined in a Rights Agreement),
holders converting shares of Convertible Preferred Stock are, for any reason,
not entitled to receive the Rights or similar rights, options or warrants which
would otherwise be attributable (but for the date of conversion) to the shares
of Common Stock received upon such conversion, then a reducing adjustment shall
be made in the Conversion Price to reflect the fair market value of the Rights
or similar rights, options or warrants. If such an adjustment is made and the
Rights or similar rights, options or warrants are later exchanged, redeemed,
invalidated or terminated, then a corresponding reversing adjustment shall be 



                                       5
<PAGE>   10
made to the Conversion Price, on an equitable basis, to take account of such
event.

     (iv) In case the Company shall distribute to holders of Common Stock
evidences of indebtedness, equity securities (including equity interests in the
Company's subsidiaries) other than Common Stock or other assets (other than
cash dividends paid out of earned surplus of the Company or, if there shall be
no earned surplus, out of net profits for the fiscal year in which the dividend
is made and/or the preceding fiscal year), or shall distribute to holders of
Common Stock rights, options or warrants to subscribe to securities (other than
any Rights, rights, options or warrants referred to in subsection (ii) or
subsection (iii) above), then in each such case the Conversion Price shall be
adjusted so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the date of such distribution
by a fraction of which the numerator shall be the Current Market Price per
share of the Common Stock on the record date mentioned below less the then fair
market value of the portion of the assets, evidence of indebtedness and equity
securities so distributed, or of such subscription rights, warrants or options,
applicable to one share of Common Stock, and of which the denominator shall be
such Current Market Price. For the purposes of this subsection (iv), in the
event of a distribution of shares of capital stock or other securities of any
subsidiary of the Company as a dividend on shares of Common Stock, the "then
fair market value" of the shares or other securities so distributed shall be
the value of such shares or other securities on the record date mentioned below
as determined by the Board, whose good faith determination shall be conclusive
evidence of such value, and shall be described in a Board resolution. Such
adjustment shall become effective immediately (except as provided in subsection
(vi) below) after the record date for the determination of stockholders
entitled to receive such distribution.

     (v)  For the purpose of any computation under subsection (ii), subsection
(iii) or subsection (iv) above, the "Current Market Price" per share of stock
on any date shall be deemed to be the average of the last sale prices of a
share of such stock for the 15 consecutive trading days commencing 20 trading
days before the earliest of the date in question and the date before the "ex
date" with respect to the issuance or distribution requiring such computation,
or, if there shall have been no sales of such stock on any such trading day,
the average of the closing bid and asked prices at the end of such trading
day. For purposes of this subsection (v), the term "ex date", when used with
respect to any issuance or distribution, means the first date on which the stock
trades regular way on the principal national securities exchange on which the
stock is listed or admitted to



                                       6
<PAGE>   11
trading (or if not so listed or admitted, on NASDAQ, or a similar organization
if NASDAQ is no longer reporting trading information) without the right to
receive such issuance or distribution.

     (vi) In any case in which this Section shall require that an adjustment be
made immediately following a record date or immediately following the exercise
of, or exchange of Rights Stock for, a Right, the Company may elect to defer
the effectiveness or such adjustment (but in no event until a date later than
the later of the "ex date" as defined above and the effective date of the event
giving rise to such adjustment), in which case the Company shall, with respect
to any Convertible Preferred Stock converted after the date of such exercise or
exchange or such record date, as the case may be, and before such adjustment
shall have become effective (1) defer making any cash payment or issuing to the
holder of such Convertible Preferred Stock the number of shares of Common Stock
and other capital stock of the Company issuable upon such conversion in excess
of the number of shares of Common Stock and other capital stock of the Company
issuable thereupon only on the basis of the Conversion Price prior to
adjustment, and (2) not later than five business days after such adjustment
shall have become effective, pay to such holder the appropriate cash payment
and issue to such holder the additional shares of Common Stock and other
capital stock of the Company issuable on such conversion.

     (vii) Whenever the Conversion Price is adjusted as provided above:

           (1) the Company shall compute the adjusted Conversion Price and shall
     promptly file with the stock transfer or conversion agent, as appropriate,
     for the Convertible Preferred Stock, a certificate signed by a principal
     financial officer of the Company setting forth the adjusted Conversion
     Price and showing in reasonable detail the facts upon which such adjustment
     is based and the computation thereof; and

           (2) a notice stating that the Conversion Price has been adjusted and
     setting forth the adjusted Conversion Price shall, as soon as practicable,
     be sent by first-class mail to the holders of record of the Convertible
     Preferred Stock.

           In case:

           (A) the Company shall take any action which would require an
     adjustment to the Conversion Price pursuant to subsection (iv) above;



                                       7
<PAGE>   12
           (B) the Company shall authorize the granting to the holders of its
     Common Stock of rights, options or warrants entitling them to subscribe for
     or purchase any shares of capital stock of any class or of any other
     rights;

           (C) of any reorganization or reclassification of the Common Stock
     (other than a change in par value, or from par value to no par value, or
     from no par value to par value, or a subdivision or combination of its
     outstanding Common Stock), or of any consolidation or merger to which the
     Company is a party and for which approval of any stockholders of the
     Company is required, or of the sale, lease or transfer of all or
     substantially all the assets of the Company; or

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

then the Company shall cause to be mailed to the stock transfer or conversion
agent, as appropriate, for the Convertible Preferred Stock and to the holders
of record of Convertible Preferred Stock, at least 20 days (or 10 days in any
case described in subsections (A) or (B) above) prior to the applicable record
date or effective date specified below, a notice stating (x) the date as of
which the holders of record of Common Stock to be entitled in such dividend,
distribution, rights, options or warrants are to be determined, or (y) the date
on which such reorganization, reclassification, consolidation, merger, sale,
lease, transfer, liquidation, dissolution or winding-up is expected to become
effective, and the date as of which it is expected that holders of record of
Common Stock shall be entitled to exchange their shares for securities or other
property, if any, deliverable upon such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, liquidation, dissolution or
winding-up. Neither the failure to give the notice required by this
subsection (vii), nor any defect therein, to any particular holder shall affect
the sufficiency of the notice or the legality or validity of any such dividend,
distribution, right, option, warrant, reorganization, reclassification,
consolidation, merger, sale, lease, transfer, liquidation, dissolution or
winding-up, or the vote authorizing any such action with respect to the other
holders.

     (viii) To the extent permitted by law, the Company from time to time may
reduce the Conversion Price by any amount for any period of at least 20 days
(or such other period as may then be required by applicable law) if the Board
has made a determination in good faith that such reduction would be in the best
interests of the Company, which determination shall be conclusive. No 



                                       8
<PAGE>   13
     reduction in the Conversion Price pursuant to this subsection (viii) shall
     become effective unless the Company shall have mailed a notice, at least 15
     days prior to the date on which such reduction is scheduled to become
     effective, to each holder of Convertible Preferred Stock. Such notice shall
     be given by first-class mail, postage prepaid, at such holder's address as
     it appears on the books of the Company. Such notice shall state the amount
     per share by which the Conversion Price will be reduced and the period for
     which such reduction will be in effect. Neither the failure to give the
     notice required by this subsection (viii), nor any defect therein, to any
     particular holder shall affect the sufficiency of the notice or the
     legality or validity of any such reduction in Conversion Price, or the vote
     authorizing such action with respect to the other holders.

           (ix) At its option, the Company may make such reduction in the
     Conversion Price, in addition to those otherwise required by this Section
     6, as the Board deems advisable to avoid or diminish any income tax to
     holders of Common Stock resulting from any dividend or distribution of
     stock (or rights to acquire stock) or from any event treated as such for
     income tax purposes; provided that any such reduction shall not be
     effective until written evidence of the action of the Board authorizing
     such reduction shall be filed with the Secretary of the Company and notice
     thereof shall have been given by first-class mail, postage prepaid, to each
     holder of Convertible Preferred Stock at such holder's address as it
     appears on the books of the Company.


          (c) Consolidation, Merger or Sale of Assets. If any transaction shall
occur, including without limitation (i) any recapitalization or
reclassification of shares of Common Stock (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination of the Common Stock), (ii) any
consolidation or merger of the Company with or into another person or any
merger of another person into the Company (other than a merger in which the
Company is the surviving corporation and that does not results in a
reclassification, conversion, exchange or cancellation of Common Stock), (iii)
any sale, lease or transfer of all or substantially all of the assets of the
Company, or (iv) any compulsory share exchange, pursuant to any of which
holders of Common Stock shall be entitled to receive other securities, cash or
other property, then appropriate provision shall be made so that the holder of
each share of Convertible Preferred Stock then outstanding shall have the right
thereafter to convert such share only into the kind and amount of the
securities, cash or other property that would have been receivable upon such
recapitalization, reclassification, consolidation, merger, sale, lease,
transfer or share exchange by a holder of the number of shares of Common Stock
issuable upon conversion of such share of Convertible Preferred Stock
immediately prior to such recapitalization, reclassification, consolidation,
merger, sale, lease, transfer or share 



                                       9
<PAGE>   14
exchange and the Company shall not enter into any such merger, consolidation,
sale, lease transfer or share exchange unless the company formed by such
consolidation or resulting from such merger or that acquires such assets or
that acquires the Company's shares, as the case may be, shall make provisions
in its certificate or articles of incorporation or other constituent document
to establish such right. Such certificate or articles of incorporation or
other constituent document shall provide for adjustments that, for events
subsequent to the effective date of such certificate or articles of
incorporation or other constituent documents, shall be as nearly equivalent as
may be practicable to the relevant adjustments provided for in the preceding
subsections (a) and (b) and in this subsection (c).

     (d) Fractional Shares.  No fractional shares of Common Stock shall be
issued upon conversion of the Convertible Preferred Stock, and any portion of
Convertible Preferred Stock surrendered for conversion which would otherwise
result in a fractional share of Common Stock shall be redeemed for cash in an
amount equal to the product of such fraction multiplied by the closing price of
the Common Stock on the last business day prior to conversion or, if there
shall have been no sales of the Common Stock on such business day, the average
of the closing bid and asked prices at the end of such business day.

     (e) Mechanics of Conversion.  Before any holder of Convertible Preferred
Stock shall be entitled to convert such stock into shares of Common Stock and
to receive certificates therefor, such holder shall surrender the certificate
or certificates for the Convertible Preferred Stock to be converted, duly
endorsed, at the office of the Company or of any transfer agent for the
Convertible Preferred Stock, and shall give written notice to the Company at
such office that such holder elects to convert the same. The Company shall,
within 10 days after such delivery, issue and deliver at such office to such
holder of the Convertible Preferred Stock (or to any other person specified in
the notice delivered by such holder) a certificate or certificates for the
number of shares of Common Stock to which such holder shall be entitled as
aforesaid and a check payable to the holder for any cash amounts payable as a
result of a conversion into fractional shares of Common Stock. Such conversion
shall be deemed to have been made immediately prior to the close of business on
the date of such surrender of the shares of Convertible Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date. In case
any certificate for shares of the Convertible Preferred Stock shall be
surrendered for conversion of only a part of the shares represented thereby,
the Company shall deliver within 10 days at such office to or upon the written
order of the holder thereof, a certificate or certificates for the number of
shares of Convertible Preferred Stock represented by such surrendered





                                       10
<PAGE>   15
certificate which are not being converted. Notwithstanding the foregoing, the
Company shall not be obligated to issue certificates evidencing the shares of
Common Stock issuable upon such conversion unless the certificates evidencing
the Convertible Preferred Stock are either delivered to the Company or its
transfer agent or the Company or its transfer agent shall have received
evidence satisfactory to it evidencing that such certificates have been lost,
stolen or destroyed and the holder of such Convertible Preferred Stock
executes an agreement satisfactory to the Company to indemnify the Company from
any loss incurred by it in connection with such certificates. The issuance of
certificates of shares of Common Stock issuable upon conversion of shares of
Convertible Preferred Stock shall be made without charge to the converting
holder for any tax imposed in respect of the issuance thereof, provided that
the Company shall not be required to pay any tax which may be payable with
respect to any transfer involved in the issue and delivery of any certificate
in a name other than that of the holder of the shares of Convertible Preferred
Stock being converted.

     Section 7.  Mandatory Redemption.

          (a)  The Company shall be required to redeem (x) 33 1/3% of the
Convertible Preferred Stock outstanding on July 14, 2008, (y) 50% of the
Convertible Preferred Stock outstanding on July 14, 2009 and (z) the balance of
the Convertible Preferred Stock outstanding on July 14, 2010, at a redemption
price per share equal to the Liquidation Value (each such payment, a "Redemption
Payment"). In accordance with subsection (b) below, the Company shall mail to
each record holder of Convertible Preferred Stock written notice of its
requirement to redeem shares of Convertible Preferred Stock held by such holder.

          (b) Mechanics of Redemption.  In the event the Company shall be
required to redeem shares of Convertible Preferred Stock, notice of such
redemption shall be given by first class mail, postage prepaid, mailed not less
than 10 days nor more than 30 days prior to the redemption date, to the holder
of record of the shares to be redeemed at such holder's address as the same
appears on the stock register of the Corporation. Each such notice shall state:
(i) the redemption date; (ii) the redemption price; and (iii) the place or
places where certificates for such shares are to be surrendered for payment of
the redemption price. The redeemed shares of Convertible Preferred Stock shall
no longer be deemed to be outstanding and shall be canceled and shall not be
available for reissue or redesignation, and all rights of the holders thereof as
a shareholder of the Company (except the right to receive from the Company the
redemption price) shall cease.



                                      11
<PAGE>   16
               (c) Default on Redemption.

               (i) In the event that any Redemption Payment shall not have been
          paid when due, the maximum authorized number of directors of the
          Company will be automatically increased by such number as would equal
          the number of the directors of the Company at the time of such
          increase plus one, and holders of Convertible Preferred Stock and any
          Parity Securities and Senior Securities with substantially similar
          voting rights ("Parity Voting Securities") shall be entitled to vote
          their shares of Convertible Preferred Stock, in accordance with the
          procedures set forth below, to elect, voting separately as a class,
          such additional directors (the "Election Right"). So long as any
          shares of Convertible Preferred Stock shall be outstanding, the
          holders of Convertible Preferred Stock shall retain the Election Right
          until such Redemption Payment is paid in full. The period during which
          holders of Convertible Preferred Stock, together with holders of
          Parity Voting Securities, retain such right is referred to as a
          "Default Period."

               (ii) So long as any shares of Convertible Preferred Stock shall
          be outstanding, during any Default Period, the Election Right may be
          exercised initially at a special meeting called pursuant to subsection
          (iii) below or at any annual meeting of shareholders. The absence of a
          quorum of holders of Common Stock (or any class thereof) shall not
          affect the exercise of the Election Right.

               (iii) Unless the holders of Convertible Preferred Stock have,
          during an existing Default Period, previously exercised their right to
          elect directors, the Board may, and upon the request of the holders of
          record of not less than 66 2/3% of the Convertible Preferred Stock and
          Parity Voting Securities then outstanding, the Board shall, order the
          calling of a special meeting of holders of Convertible Preferred
          Stock, which meeting shall thereupon be called by the Chairman of the
          Board, the President, a Vice President or the Secretary of the
          Company. Notice of such meeting and of any annual meeting at which
          holders of Convertible Preferred Stock are entitled to vote pursuant
          to this subsection (iii) shall be given to each holder of record of
          Convertible Preferred Stock by mailing a copy of such notice to such
          holder at such holder's last address as it appears on the books of the
          Company. Such meeting shall be called for a date not later than 30
          days after such order or request, or, in default of the calling of
          such meeting within 30 days after such order or request, such meeting
          may be called on similar notice by any stockholder or stockholders
          owning in the aggregate not less than 66 2/3% of the Convertible
          Preferred Stock then outstanding. 




                                       12
<PAGE>   17
          (iv) During any Default Period, the holders of Common Stock, and other
     classes of stock of the Company, if applicable, shall continue to be
     entitled to elect all of the directors unless and until the holders of
     Convertible Preferred Stock shall have exercised the Election Right. After
     the exercise of the Election Right (x) the directors so elected by the
     holders of Convertible Preferred Stock and Parity Voting Securities shall
     continue in office until the earlier of (A) such time as their successors
     shall have been elected by such holders and (B) the expiration of the
     Default Period, and (y) any vacancy in the Board with respect to a
     directorship to be elected pursuant to this Section by the holders of
     Convertible Preferred Stock may be filled by vote of the remaining
     directors previously elected by such holders. References in this subsection
     (c) to directors elected by the holders of a particular class of stock
     shall include directors elected by such directors to fill vacancies as
     provided in clause (y) of the foregoing sentence. 

          (v) Immediately upon the expiration of a Default Period, (x) the
     Election Right shall cease, (y) the term of any additional directors
     elected by the holders of Convertible Preferred Stock and Parity Voting
     Securities pursuant to this Section shall terminate, and (z) the number of
     directors shall be such number as may be provided for in the Articles of
     Incorporation or By-laws irrespective of any increase made pursuant to
     subsection (i) of this subsection (c) (such number being subject, however,
     to subsequent change in any manner provided by law or in the Articles of
     Incorporation or By-laws).

     Section 8.  Status of Reacquired Shares. If shares of Convertible Preferred
Stock are converted pursuant to Section 6 hereof or redeemed pursuant to Section
7 hereof, the shares so converted or redeemed shall, upon compliance with any
statutory requirements, assume the status of authorized but unissued shares of
preferred stock of the Company, but may not be reissued as Convertible Preferred
Stock.

     Section 9.  Preemptive Rights. The Convertible Preferred Stock is not
entitled to any preemptive or subscription rights in respect of any securities
of the Company.

     Section 10.  Notices. Except as otherwise provided herein, all notices,
requests, demands, and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered by and when sent by telex
or telecopier (with receipt confirmed) on the business day following receipt,
provided a copy is also sent by express (overnight, if possible) courier,
addressed (i) in the case of a holder of Convertible Preferred Stock, to such
holder's address as it appears on the books of the Company, and (ii) in the case
of the Company, to the Company's principal executive offices to the attention of
the Company's Chief Financial Officer.




                                       13
<PAGE>   18
     Section 11.  Severability of Provisions. Whenever possible, each provision
hereof shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.





                                       14
<PAGE>   19
     IN WITNESS WHEREOF, IMC Mortgage Company has caused this Certificate of
Designation to be duly executed by its duly authorized officer and attested by
its Secretary this 13th day of July, 1998.



                                          IMC MORTGAGE COMPANY



                                          By: /s/ Stuart D. Marvin
                                             ----------------------------
                                             Name:  Stuart D. Marvin
                                             Title: CFO



ATTEST:

/s/ Claudine G. Leuthauser
----------------------------
Name:  Claudine G. Leuthauser
Title: Admn. Asst.

<PAGE>   20


                             ARTICLES OF AMENDMENT
              DESIGNATING THE PREFERENCES, RIGHTS AND LIMITATIONS
                   OF THE CLASS B CONVERTIBLE PREFERRED STOCK
                                       OF
                              IMC MORTGAGE COMPANY

               Pursuant to Section 607.0602 of the Florida Business Corporation
Act, IMC Mortgage Company, a Florida corporation (the "Company"), hereby
certifies that the following amendments were duly adopted by the Board of
Directors of the Company (the "Board") on May 19th, 1998, pursuant to authority
conferred upon the Board by the provisions of the Articles of Incorporation of
the Company (the "Articles of Incorporation").

               DESIGNATION OF CLASS B CONVERTIBLE PREFERRED STOCK. The Class,
designated as Class B Convertible Preferred Stock will have the designations,
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and the qualifications, limitations and restrictions as
follows:

               SECTION 1. Designation, Rank. This series of preferred stock
shall be designated the "Class B Convertible Preferred Stock," with a par value
of $0.01 per share (the "Convertible Preferred Stock"). The Convertible
Preferred Stock will rank, with respect to rights on liquidation, winding-up
and dissolution, (i) senior to all classes of common stock of the Company, as
they exist on the date hereof or as such stock may be constituted from time to
time (the "Common Stock"), and each other class of capital stock or class or
series of preferred stock established by the Board to the extent the terms of
such stock do not expressly provide that it ranks on a parity with the
Convertible Preferred Stock as to rights on liquidation, winding-up and
dissolution (collectively, together with the Common Stock, the "Junior
Securities"); (ii) on a parity with each class of capital stock or class or
series of preferred stock established by the Board to the extent the terms of
such stock expressly provide that it will rank on a parity with the Convertible
Preferred Stock as to rights on liquidation, winding-up and dissolution
(collectively, the "Parity Securities"); and (iii) junior to each other class
of capital stock or class or series of preferred stock established by the Board
to the extent the terms of such stock expressly provide that it will rank
senior to the Convertible Preferred Stock as to rights on liquidation,
winding-up and dissolution (collectively, the "Senior Securities").

               SECTION 2.  Authorized Number.  The authorized number of shares
constituting the Convertible Preferred Stock shall be 300,000 shares.


<PAGE>   21



               SECTION 3. Dividends. Holders of Convertible Preferred Stock
will not be entitled to any dividends.

               SECTION 4. Liquidation Rights. The liquidation value of each
share of Convertible Preferred Stock shall be $100.00 (the "Liquidation
Value"). In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company, after satisfaction of the claims of creditors and
before any payment or distribution of assets is made on any Junior Securities,
including, without limitation, the Common Stock but after any payment or
distribution of assets to holders of Senior Securities, if any, (i) the holders
of Convertible Preferred Stock shall receive a liquidation preference equal to
the Liquidation Value of their shares and (ii) the holders of any Parity
Securities shall be entitled to receive an amount equal to the full respective
liquidation preferences (including any premium) to which they are entitled and
shall receive an amount equal to all accrued and unpaid dividends with respect
to their respective shares through and including the date of distribution
(whether or not declared). If, upon such a voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the assets of the
Company are insufficient to pay in full the amounts described above as payable
with respect to the Convertible Preferred Stock and any Parity Securities, the
holders of the Convertible Preferred Stock and such Parity Securities will
share ratably in any distribution of assets of the Company in proportion to
their respective liquidation preferences. After payment of the Liquidation
Value, the Convertible Preferred Stock will not be entitled to any further
participation in any distribution of assets by the Company. Neither the sale or
transfer of all or any part of the assets of the Company, nor the merger or
consolidation of the Company into or with any other corporation or a merger of
any other corporation with or into the Company, will be deemed to be a
liquidation, dissolution or winding-up of the Company.

               SECTION 5. Voting Rights.

               Except as provided below or as may be required by the law of the
State of Florida or provided by the resolution creating any other series of
preferred stock, the holders of Convertible Preferred Stock will not be
entitled to vote. So long as any shares of Convertible Preferred Stock are
outstanding, the vote or consent of the holders of 66 2/3% of the outstanding
shares of Convertible Preferred Stock, voting together as a single class, shall
be necessary to (i) increase or decrease the par value of the shares of
Convertible Preferred Stock or (ii) amend Article IV of the Articles of
Incorporation, except with respect to changes in the par value of, or the
number of authorized shares of Common Stock, or alter or change the powers,
preferences, or special rights of the shares of Convertible Preferred Stock, so
as to affect them adversely, either directly or indirectly, or through a merger
or consolidation with any 


                                       2
<PAGE>   22

person, or (iii) authorize or issue any additional class or series of Parity
Securities or Senior Securities, or any security convertible into Parity
Securities or Senior Securities; provided, however, that the Company may amend
such Article IV to authorize Parity Securities not to exceed, in the aggregate,
$100 million in liquidation value without the consent of holders of 66 2/3% of
the outstanding shares of Convertible Preferred Stock.

               SECTION 6.  Conversion.

               (a) Right to Convert. Each share of Convertible Preferred Stock
will be convertible (the rights to convert described in this subsection (a) are
referred to as the "Conversion Rights") at any time at the option of the holder
thereof, into such number of fully paid and non-assessable shares of Common
Stock (together with any Rights (as defined in subsection (b)(iii) below)
associated therewith) as is equal to (A) the sum of the Liquidation Value of
the Convertible Preferred Stock, divided by (B) the Conversion Price then in
effect. The initial "Conversion Price" for the Convertible Preferred Stock
shall be $22.50 and shall be subject to adjustment as described below. Shares
of Convertible Preferred Stock to be redeemed in accordance with Section 7
hereof will not be convertible after the close of business on the day preceding
the date fixed for redemption, unless the Company defaults in payment of the
redemption price.

               (b) Anti-dilution Provisions. The Conversion Price is subject to
adjustment after the issuance of the Convertible Preferred Stock from time to
time as follows:

               (i) In case the Company shall (1) pay a dividend or make a
        distribution on Common Stock in shares of Common Stock, (2) subdivide
        its outstanding shares of Common Stock into a greater number of shares
        or (3) combine its outstanding shares of Common Stock into a smaller
        number of shares, the Conversion Price in effect immediately prior to
        such action shall be adjusted so that the holder of any Convertible
        Preferred Stock thereafter surrendered for conversion shall be entitled
        to receive the number of shares of Common Stock which such holder would
        have been entitled to receive immediately following such action had the
        holder's Convertible Preferred Stock been converted immediately prior
        thereto. An adjustment made pursuant to this subsection (i) shall
        become effective immediately (except as provided in subsection (vi)
        below) after the record date in the case of a dividend or distribution
        and shall become effective immediately after the effective date in the
        case of a subdivision or combination.


                                       3
<PAGE>   23




               (ii) In case the Company shall issue rights, options or warrants
        to 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 per share (as defined in subsection
        (v) below) of the Common Stock on the record date mentioned below, then
        the Conversion Price in effect immediately prior thereto shall be
        adjusted so that it shall equal the price determined by multiplying the
        Conversion Price in effect immediately prior to the date of issuance of
        such rights, options or warrants by a fraction of which

                      (1) the numerator shall be the sum of (A) the number of
               shares of Common Stock outstanding on the date of issuance of
               such rights, options or warrants immediately prior to such
               issuance plus (B) the number of shares of Common Stock which the
               aggregate offering price of the total number of shares so
               offered would purchase at such Current Market Price (determined
               by multiplying such total number of shares offered for
               subscription or purchase by the sum of the exercise price of
               such rights, options or warrants plus the value of any
               consideration per share paid to the Company for such rights,
               options or warrants and dividing the product so obtained by such
               Current Market Price), and

                      (2) the denominator shall be the sum of (A) the number of
               shares of Common Stock outstanding on the date of issuance of
               such rights, options or warrants immediately prior to such
               issuance plus (B) the number of additional shares of Common
               Stock which are so offered for subscription or purchase.

               Such adjustment shall be made successively whenever any rights,
        options or warrants are issued, and shall become effective immediately
        (except as provided in subsection (vi) below) after the record date for
        the determination of stockholders entitled to receive such rights,
        options or warrants; provided, however, in the event that all the
        shares of Common Stock offered for subscription or purchase are not
        delivered upon the exercise of such rights, options or warrants, upon
        the expiration of such rights, options or warrants the Conversion Price
        shall be readjusted to the Conversion Price which would have been in
        effect had the numerator and the denominator of the foregoing fraction
        and the resulting adjustment been made based upon the number of shares
        of Common Stock actually delivered upon the exercise of such rights,
        options or warrants rather than upon the number of shares of Common
        Stock offered for subscription or purchase. In determining the value of
        any consideration


                                       4
<PAGE>   24




        received by the Company for such rights, options or warrants, the
        determination of the Board in good faith shall be conclusive and shall
        be described in a Board resolution.

               (iii) Notwithstanding subsection (ii) above, any adjustments to
        the Conversion Price to account for the issuance of "Rights" under a
        Shareholder Rights Plan or Agreement (a "Rights Agreement") adopted
        subsequent to the date hereof shall be made when such Rights are
        exercised or exchanged by the Company for Common Stock (Common Stock
        issued pursuant to the exercise of, or exchange by the Company for,
        such Rights are referred to as "Rights Stock") pursuant to a Rights
        Agreement or like arrangement at a price per share less than the
        Current Market Price per share of Common Stock on the date of such
        exercise or exchange. The Conversion Price in effect immediately prior
        to such exercise or exchange shall be adjusted so that it shall equal
        the price determined by multiplying the Conversion Price in effect
        immediately prior to the date of such exercise or exchange by a
        fraction of which

                      (1) the numerator shall be the sum of (A) the number of
               shares of Common Stock outstanding on the date of issuance of
               such Rights Stock immediately prior to such issuance plus (B)
               the number of shares of Common Stock which the aggregate
               consideration received for the total number of shares of Rights
               Stock so issued would purchase at such Current Market Price
               (determined by multiplying such total number of shares of Rights
               Stock by the consideration received per share of such Rights
               Stock and dividing the product so obtained by such Current
               Market Price), and

                      (2) the denominator shall be the sum of (A) the number of
               shares of Common Stock outstanding on the date of issuance of
               such Rights Stock immediately prior to such issuance plus (B)
               the number of additional shares of Rights Stock which are so
               issued.

               Such adjustment shall be made successively whenever any Rights
        Stock is issued, and shall become effective immediately (except as
        provided in subsection (vi) below) after the issuance of Rights Stock.
        If after the "Distribution Date" or a similar date (as defined in a
        Rights Agreement), holders converting shares of Convertible Preferred
        Stock are, for any reason, not entitled to receive the Rights or
        similar rights, options or warrants which would otherwise be
        attributable (but for the date of conversion) to the shares of Common
        Stock received upon such conversion, then a reducing adjustment shall


                                       5
<PAGE>   25




        be made in the Conversion Price to reflect the fair market value of the
        Rights or similar rights, options or warrants. If such an adjustment is
        made and the Rights or similar rights, options or warrants are later
        exchanged, redeemed, invalidated or terminated, then a corresponding
        reversing adjustment shall be made to the Conversion Price, on an
        equitable basis, to take account of such event.

               (iv) In case the Company shall distribute to holders of Common
        Stock evidences of indebtedness, equity securities (including equity
        interests in the Company's subsidiaries) other than Common Stock or
        other assets (other than cash dividends paid out of earned surplus of
        the Company or, if there shall be no earned surplus, out of net profits
        for the fiscal year in which the dividend is made and/or the preceding
        fiscal year), or shall distribute to holders of Common Stock rights,
        options or warrants to subscribe to securities (other than any Rights,
        rights, options or warrants referred to in subsection (ii) or
        subsection (iii) above), then in each such case the Conversion Price
        shall be adjusted so that it shall equal the price determined by
        multiplying the Conversion Price in effect immediately prior to the
        date of such distribution by a fraction of which the numerator shall be
        the Current Market Price per share of the Common Stock on the record
        date mentioned below less the then fair market value of the portion of
        the assets, evidence of indebtedness and equity securities so
        distributed, or of such subscription rights, warrants or options,
        applicable to one share of Common Stock, and of which the denominator
        shall be such Current Market Price. For the purposes of this subsection
        (iv), in the event of a distribution of shares of capital stock or
        other securities of any subsidiary of the Company as a dividend on
        shares of Common Stock, the "then fair market value" of the shares or
        other securities so distributed shall be the value of such shares or
        other securities on the record date mentioned below as determined by
        the Board, whose good faith determination shall be conclusive evidence
        of such value, and shall be described in a Board resolution. Such
        adjustment shall become effective immediately (except as provided in
        subsection (vi) below) after the record date for the determination of
        stockholders entitled to receive such distribution.

               (v) For the purpose of any computation under subsection (ii),
        subsection (iii) or subsection (iv) above, the "Current Market Price"
        per share of stock on any date shall be deemed to be the average of the
        last sale prices of a share of such stock for the 15 consecutive
        trading days commencing 20 trading days before the earliest of the date
        in question and the date before the "ex date" with respect to the
        issuance or distribution requiring such computation, or, if there


                                       6
<PAGE>   26



        shall have been no sales of such stock on any such trading day, the
        average of the closing bid and asked prices at the end of such trading
        day. For purposes of this subsection (v), the term "ex date", when used
        with respect to any issuance or distribution, means the first date on
        which the stock trades regular way on the principal national securities
        exchange on which the stock is listed or admitted to trading (or if not
        so listed or admitted, on NASDAQ, or a similar organization if NASDAQ
        is no longer reporting trading information) without the right to
        receive such issuance or distribution.

               (vi) In any case in which this Section shall require that an
        adjustment be made immediately following a record date or immediately
        following the exercise of, or exchange of Rights Stock for, a Right,
        the Company may elect to defer the effectiveness of such adjustment
        (but in no event until a date later than the later of the "ex date" as
        defined above and the effective date of the event giving rise to such
        adjustment), in which case the Company shall, with respect to any
        Convertible Preferred Stock converted after the date of such exercise
        or exchange or such record date, as the case may be, and before such
        adjustment shall have become effective (1) defer making any cash
        payment or issuing to the holder of such Convertible Preferred Stock
        the number of shares of Common Stock and other capital stock of the
        Company issuable upon such conversion in excess of the number of shares
        of Common Stock and other capital stock of the Company issuable
        thereupon only on the basis of the Conversion Price prior to
        adjustment, and (2) not later than five business days after such
        adjustment shall have become effective, pay to such holder the
        appropriate cash payment and issue to such holder the additional shares
        of Common Stock and other capital stock of the Company issuable on such
        conversion.

               (vii) Whenever the Conversion Price is adjusted as provided
        above:

                      (1) the Company shall compute the adjusted Conversion
               Price and shall promptly file with the stock transfer or
               conversion agent, as appropriate, for the Convertible Preferred
               Stock, a certificate signed by a principal financial officer of
               the Company setting forth the adjusted Conversion Price and
               showing in reasonable detail the facts upon which such
               adjustment is based and the computation thereof; and

                      (2) a notice stating that the Conversion Price has been
               adjusted and setting forth the adjusted Conversion Price shall,
               as soon as practicable, be sent by first-class mail to the
               holders of record of the Convertible Preferred Stock.


                                       7
<PAGE>   27




                      In case:

                      (A) the Company shall take any action which would require
               an adjustment to the Conversion Price pursuant to subsection
               (iv) above;

                      (B) the Company shall authorize the granting to the
               holders of its Common Stock of rights, options or warrants
               entitling them to subscribe for or purchase any shares of
               capital stock of any class or of any other rights;

                      (C) of any reorganization or reclassification of the
               Common Stock (other than a change in par value, or from par
               value to no par value, or from no par value to par value, or a
               subdivision or combination of its outstanding Common Stock), or
               of any consolidation or merger to which the Company is a party
               and for which approval of any stockholders of the Company is
               required, or of the sale, lease or transfer of all or
               substantially all the assets of the Company; or

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

        then the Company shall cause to be mailed to the stock transfer or
        conversion agent, as appropriate, for the Convertible Preferred Stock
        and to the holders of record of Convertible Preferred Stock, at least
        20 days (or 10 days in any case described in subsections (A) or (B)
        above) prior to the applicable record date or effective date specified
        below, a notice stating (x) the date as of which the holders of record
        of Common Stock to be entitled in such dividend, distribution, rights,
        options or warrants are to be determined, or (y) the date on which such
        reorganization, reclassification, consolidation, merger, sale, lease,
        transfer, liquidation, dissolution or winding-up is expected to become
        effective, and the date as of which it is expected that holders of
        record of Common Stock shall be entitled to exchange their shares for
        securities or other property, if any, deliverable upon such
        reorganization, reclassification, consolidation, merger, sale, lease,
        transfer, liquidation, dissolution or winding-up. Neither the failure
        to give the notice required by this subsection (vii), nor any defect
        therein, to any particular holder shall affect the sufficiency of the
        notice or the legality or validity of any such dividend, distribution,
        right, option, warrant, reorganization, reclassification,
        consolidation, merger, sale, lease, transfer, liquidation, dissolution
        or winding-up, or the vote authorizing any such action with respect to
        the other holders.


                                       8
<PAGE>   28




             (viii) To the extent permitted by law, the Company from time to
        time may reduce the Conversion Price by any amount for any period of at
        least 20 days (or such other period as may then be required by
        applicable law) if the Board has made a determination in good faith
        that such reduction would be in the best interests of the Company,
        which determination shall be conclusive. No reduction in the Conversion
        Price pursuant to this subsection (viii) shall become effective unless
        the Company shall have mailed a notice, at least 15 days prior to the
        date on which such reduction is scheduled to become effective, to each
        holder of Convertible Preferred Stock. Such notice shall be given by
        first-class mail, postage prepaid, at such holder's address as it
        appears on the books of the Company. Such notice shall state the amount
        per share by which the Conversion Price will be reduced and the period
        for which such reduction will be in effect. Neither the failure to give
        the notice required by this subsection (viii), nor any defect therein,
        to any particular holder shall affect the sufficiency of the notice or
        the legality or validity of any such reduction in Conversion Price, or
        the vote authorizing such action with respect to the other holders.

               (ix) At its option, the Company may make such reduction in the
        Conversion Price, in addition to those otherwise required by this
        Section 6, as the Board deems advisable to avoid or diminish any income
        tax to holders of Common Stock resulting from any dividend or
        distribution of stock (or rights to acquire stock) or from any event
        treated as such for income tax purposes; provided that any such
        reduction shall not be effective until written evidence of the action
        of the Board authorizing such reduction shall be filed with the
        Secretary of the Company and notice thereof shall have been given by
        first-class mail, postage prepaid, to each holder of Convertible
        Preferred Stock at such holder's address as it appears on the books of
        the Company.

               (c) Consolidation, Merger or Sale of Assets. If any transaction
shall occur, including without limitation (i) any recapitalization or
reclassification of shares of Common Stock (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination of the Common Stock), (ii) any
consolidation or merger of the Company with or into another person or any
merger of another person into the Company (other than a merger in which the
Company is the surviving corporation and that does not result in a
reclassification, conversion, exchange or cancellation of Common Stock), (iii)
any sale, lease or transfer of all or substantially all of the assets of the
Company, or (iv) any compulsory share exchange, pursuant to any of which
holders of Common Stock shall be entitled to receive other securities, cash or
other property, then appropriate provision shall be made so that the holder of
each share of Convertible Preferred Stock


                                       9
<PAGE>   29



then outstanding shall have the right thereafter to convert such share only
into the kind and amount of the securities, cash or other property that would
have been receivable upon such recapitalization, reclassification,
consolidation, merger, sale, lease, transfer or share exchange by a holder of
the number of shares of Common Stock issuable upon conversion of such share of
Convertible Preferred Stock immediately prior to such recapitalization,
reclassification, consolidation, merger, sale, lease, transfer or share
exchange and the Company shall not enter into any such merger, consolidation,
sale, lease transfer or share exchange unless the company formed by such
consolidation or resulting from such merger or that acquires such assets or
that acquires the Company's shares, as the case may be, shall make provisions
in its certificate or articles of incorporation or other constituent document
to establish such right. Such certificate or articles of incorporation or other
constituent document shall provide for adjustments that, for events subsequent
to the effective date of such certificate or articles of incorporation or other
constituent documents, shall be as nearly equivalent as may be practicable to
the relevant adjustments provided for in the preceding subsections (a) and (b)
and in this subsection (c).

               (d) Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of the Convertible Preferred Stock, and any
portion of Convertible Preferred Stock surrendered for conversion which would
otherwise result in a fractional share of Common Stock shall be redeemed for
cash in an amount equal to the product of such fraction multiplied by the
closing price of the Common Stock on the last business day prior to conversion
or, if there shall have been no sales of the Common Stock on such business day,
the average of the closing bid and asked prices at the end of such business
day.

               (e) Mechanics of Conversion. Before any holder of Convertible
Preferred Stock shall be entitled to convert such stock into shares of Common
Stock and to receive certificates therefor, such holder shall surrender the
certificate or certificates for the Convertible Preferred Stock to be
converted, duly endorsed, at the office of the Company or of any transfer agent
for the Convertible Preferred Stock, and shall give written notice to the
Company at such office that such holder elects to convert the same. The Company
shall, within 10 days after such delivery, issue and deliver at such office to
such holder of the Convertible Preferred Stock (or to any other person
specified in the notice delivered by such holder) a certificate or certificates
for the number of shares of Common Stock to which such holder shall be entitled
as aforesaid and a check payable to the holder for any cash amounts payable as
a result of a conversion into fractional shares of Common Stock. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Convertible Preferred
Stock to be converted, and the


                                      10
<PAGE>   30



person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date. In case any certificate
for shares of the Convertible Preferred Stock shall be surrendered for
conversion of only a part of the shares represented thereby, the Company shall
deliver within 10 days at such office to or upon the written order of the
holder thereof, a certificate or certificates for the number of shares of
Convertible Preferred Stock represented by such surrendered certificate which
are not being converted. Notwithstanding the foregoing, the Company shall not
be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless the certificates evidencing the
Convertible Preferred Stock are either delivered to the Company or its transfer
agent or the Company or its transfer agent shall have received evidence
satisfactory to it evidencing that such certificates have been lost, stolen or
destroyed and the holder of such Convertible Preferred Stock executes an
agreement satisfactory to the Company to indemnify the Company from any loss
incurred by it in connection with such certificates. The issuance of
certificates of shares of Common Stock issuable upon conversion of shares of
Convertible Preferred Stock shall be made without charge to the converting
holder for any tax imposed in respect of the issuance thereof; provided that
the Company shall not be required to pay any tax which may be payable with
respect to any transfer involved in the issue and delivery of any certificate
in a name other than that of the holder of the shares of Convertible Preferred
Stock being converted.

        Section 7.  Mandatory Redemption.

               (a) The Company shall be required to redeem (x) 33 1/3% of the
Convertible Preferred Stock outstanding on July 14, 2008, (y) 50% of the
Convertible Preferred Stock outstanding on July 14, 2009 and (z) the balance of
the Convertible Preferred Stock outstanding on July 14, 2010, at a redemption
price per share equal to the Liquidation Value (each such payment, a
"Redemption Payment"). In accordance with subsection (b) below, the Company
shall mail to each record holder of Convertible Preferred Stock written notice
of its requirement to redeem shares of Convertible Preferred Stock held by such
holder.

               (b) Mechanics of Redemption. In the event the Company shall be
required to redeem shares of Convertible Preferred Stock, notice of such
redemption shall be given by first class mail, postage prepaid, mailed not less
than 10 days nor more than 30 days prior to the redemption date, to the holder
of record of the shares to be redeemed at such holder's address as the same
appears on the stock register of the Corporation. Each such notice shall state:
(i) the redemption date; (ii) the redemption price; and (iii) the place or
places where certificates for such shares are to be 


                                      11
<PAGE>   31

surrendered for payment of the redemption price. The redeemed shares of
Convertible Preferred Stock shall no longer be deemed to be outstanding and
shall be canceled and shall not be available for reissue or redesignation, and
all rights of the holders thereof as a shareholder of the Company (except the
right to receive from the Company the redemption price) shall cease.

               (c) Default on Redemption.

               (i) In the event that any Redemption Payment shall not have been
        paid when due, the maximum authorized number of directors of the
        Company will be automatically increased by such number as would equal
        the number of the directors of the Company at the time of such increase
        plus one, and holders of Convertible Preferred Stock and any Parity
        Securities and Senior Securities with substantially similar voting
        rights ("Parity Voting Securities") shall be entitled to vote their
        shares of Convertible Preferred Stock, in accordance with the
        procedures set forth below, to elect, voting separately as a class,
        such additional directors (the "Election Right"). So long as any shares
        of Convertible Preferred Stock shall be outstanding, the holders of
        Convertible Preferred Stock shall retain the Election Right until such
        Redemption Payment is paid in full. The period during which holders of
        Convertible Preferred Stock, together with holders of Parity Voting
        Securities, retain such right is referred to as a "Default Period".

               (ii) So long as any shares of Convertible Preferred Stock shall
        be outstanding, during any Default Period, the Election Right may be
        exercised initially at a special meeting called pursuant to subsection
        (iii) below or at any annual meeting of shareholders. The absence of a
        quorum of holders of Common Stock (or any class thereof) shall not
        affect the exercise of the Election Right.

               (iii) Unless the holders of Convertible Preferred Stock have,
        during an existing Default Period, previously exercised their right to
        elect directors, the Board may, and upon the request of the holders of
        record of not less than 66 2/3% of the Convertible Preferred Stock and
        Parity Voting Securities then outstanding, the Board shall, order the
        calling of a special meeting of holders of Convertible Preferred Stock,
        which meeting shall thereupon be called by the Chairman of the Board,
        the President, a Vice President or the Secretary of the Company. Notice
        of such meeting and of any annual meeting at which holders of
        Convertible Preferred Stock are entitled to vote pursuant to this
        subsection (iii) shall be given to each holder of record of Convertible
        Preferred Stock by 


                                      12
<PAGE>   32

        mailing a copy of such notice to such holder at such holder's last
        address as it appears on the books of the Company. Such meeting shall
        be called for a date not later than 30 days after such order or
        request, or, in default of the calling of such meeting within 30 days
        after such order or request, such meeting may be called on similar
        notice by any stockholder or stockholders owning in the aggregate not
        less than 66 2/3% of the Convertible Preferred Stock then outstanding.

               (iv) During any Default Period, the holders of Common Stock, and
        other classes of stock of the Company, if applicable, shall continue to
        be entitled to elect all of the directors unless and until the holders
        of Convertible Preferred Stock shall have exercised the Election Right.
        After the exercise of the Election Right (x) the directors so elected
        by the holders of Convertible Preferred Stock and Parity Voting
        Securities shall continue in office until the earlier of (A) such time
        as their successors shall have been elected by such holders and (B) the
        expiration of the Default Period, and (y) any vacancy in the Board with
        respect to a directorship to be elected pursuant to this Section by the
        holders of Convertible Preferred Stock may be filled by vote of the
        remaining directors previously elected by such holders. References in
        this subsection (c) to directors elected by the holders of a particular
        class of stock shall include directors elected by such directors to
        fill vacancies as provided in clause (y) of the foregoing sentence.

               (v) Immediately upon the expiration of a Default Period, (x) the
        Election Right shall cease, (y) the term of any additional directors
        elected by the holders of Convertible Preferred Stock and Parity Voting
        Securities pursuant to this Section shall terminate, and (z) the number
        of directors shall be such number as may be provided for in the
        Articles of Incorporation or By-laws irrespective of any increase made
        pursuant to subsection (i) of this subsection (c) (such number being
        subject, however, to subsequent change in any manner provided by law or
        in the Articles of Incorporation or By-laws).

        Section 8. Status of Reacquired Shares. If shares of Convertible
Preferred Stock are converted pursuant to Section 6 hereof or redeemed pursuant
to Section 7 hereof, the shares so converted or redeemed shall, upon compliance
with any statutory requirements, assume the status of authorized but unissued
shares of preferred stock of the Company, but may not be reissued as
Convertible Preferred Stock.

        Section 9. Preemptive Rights. The Convertible Preferred Stock is not
entitled to any preemptive or subscription rights in respect of any securities
of the Company.


                                      13
<PAGE>   33

        Section 10. Notices. Except as otherwise provided herein, all notices,
requests, demands, and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered by and when sent by telex
or telecopier (with receipt confirmed) on the business day following receipt,
provided a copy is also sent by express (overnight, if possible) courier,
addressed (i) in the case of a holder of Convertible Preferred Stock, to such
holder's address as it appears on the books of the Company, and (ii) in the
case of the Company, to the Company's principal executive offices to the
attention of the Company's Chief Financial Officer.

        Section 11. Severability of Provisions. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by
or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid
under applicable law.














                                      14
<PAGE>   34

        IN WITNESS WHEREOF, IMC Mortgage Company has caused this Certificate of
Designation to be duly executed by its duly authorized officer and attested by
its Secretary this 13th day of July, 1998.

                                            IMC MORTGAGE COMPANY
                                                
                                                 /s/ Stuart D. Marvin   
                                            By:  ---------------------------
                                                 Name:  Stuart D. Marvin
                                                 Title: CFO

ATTEST:

/s/ Claudine G. Leuthauser
-----------------------------
Name:  Claudine G. Leuthauser
Title: Admn. Asst.