EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

OF

BELL TECHNOLOGY GROUP LTD.

      The undersigned, being of legal age, in order to form a corporation under
and pursuant to ss.101 et seq. of the General Corporation Law of the State of
Delaware, does hereby set forth as follows:

      FIRST, the name of the corporation is BELL TECHNOLOGY GROUP LTD. (the
"Company").

      SECOND, the address of the Company's registered office in the State of
Delaware is c/o United Corporate Services, Inc., 15 East North Street, in the
City of Dover, County of Kent, State of Delaware 19901 and the name of the
registered agent at said address is United Corporate Services, Inc.

      THIRD, the purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

      FOURTH, the Company shall have the authority to issue ten million
(10,000,000) shares of Common Stock having a par value of $.01 per share. The
Company shall also have the authority to issue five hundred thousand (500,000)
shares of Preferred Stock having a par value of $.01 per share (the "Preferred
Shares"). The Board of Directors of the Company (the "Board") shall have the
right to authorize, by resolution of the Board adopted in accordance with the
by-laws of the Company, the issuance of the preferred shares of stock and, in
connection therewith, to (a) cause such shares to be issued in series; (b) the
annual rate of dividends payable with respect to the Preferred Shares or series
thereof; (c) the amounts payable upon redemption of the Preferred Shares; (d)
the amounts payable upon liquidation or dissolution of the Company; (e)
provisions as to voting, if any; and (f) such other rights, powers and
preferences as the Board shall determine.

      FIFTH, the name and mailing address of the incorporator of the Company
are:

                        Marc H. Bell
                        611 Broadway
                        New York, NY 10012

      SIXTH, the Company shall fully indemnify any director of the Company for
monetary damages resulting from the breach of fiduciary duty as a director, to
the extent permitted by section 102(b)(7) of the Delaware General Corporation
Law; provided, however, that this


<PAGE>

      provision shall not in any way eliminate or limit the liability of any
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under ss.
174 of the Delaware General Corporation Law, (iv) for any transaction from which
the director derived an improper personal benefit.

      SEVENTH, the Company reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner now
or hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.

      IN WITNESS WHEREOF, the undersigned sets his name to this Certificate of
Incorporation and affirms that the statements made herein are true under the
penalties of perjury, this 28th day of September, 1995.


                              /s/ Marc H. Bell
                              -------------------------------
                              Marc H. Bell, Incorporator


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<PAGE>

                              CERTIFICATE OF MERGER
                                       OF
                          PFM TECHNOLOGIES CORPORATION
                                      INTO
                           BELL TECHNOLOGY GROUP LTD.

      Pursuant to Section 252(c) of the State of Delaware General Corporation
Law

      The undersigned, being the Surviving Corporation hereby sets forth as
follows:

      FIRST: The name of the Surviving Corporation is Bell Technology Group
Ltd.; its state of incorporation is the State of Delaware. The name of the
Non-Surviving Corporation is PFM Technologies Corporation; its state of
incorporation is the State of New York

      SECOND: An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each constituent corporation in accordance with
Section 252 of the State of Delaware General Corporation Law.

      THIRD: The Certificate of Incorporation of Bell Technology Group Ltd.
shall be the Certificate of Incorporation of the Surviving Corporation.

      FOURTH: The executed Agreement of Merger is on file at the principal place
of business of the Surviving Corporation; the address of said principal place of
business is as follows:

                  Bell Technology Group Ltd.
                  611 Broadway, Suite 415
                  New York. NY 10012

      FIFTH: A copy of the Agreement of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.

      SIXTH: The authorized capital stock of the Non-Surviving Corporation which
is incorporated under the laws of the State of New York is two hundred shares
having no par value.

      IN WITNESS WHEREOF, this certificate is hereby executed on this 28th day
of September, 1995.

                                    Bell Technology Group Ltd.

                                    By: /S/ Marc H. Bell
                                       --------------------------
                                       Marc H. Bell, President

ATTEST:


                                      -3-
<PAGE>

/s/ Jennifer Spain
-------------------------
Jennifer Spain, Secretary


                                      -4-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                           BELL TECHNOLOGY GROUP LTD.

      Under Section 242 of the Delaware General Corporation Law

      BELL TECHNOLOGY GROUP LTD., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation") hereby certifies as follows:

1.    The name of the Corporation is Bell Technology Group Ltd.

2.    The Certificate of Incorporation of the Corporation was filed with the
      Secretary of State of Delaware, Division of Corporations on September 29,
      1995.

3.    The amendment of the Certificate of Incorporation of the Corporation
      effected by this Certificate of Amendment is to change the name of the
      Corporation and increase the number of shares authorized common stock of
      the corporation.

4.    To accomplish the foregoing amendment, Article FIRST of the Certificate of
      Incorporation of the Corporation, relating to the name of the Corporation,
      is hereby amended to read as follows:

      "FIRST: The name of the Corporation is Globix Corporation.

5.    Article FOURTH is hereby amended to read as follows:

      "FOURTH: The Corporation shall have the authority to issue twenty million
      (20,000,000) shares of Common Stock having a par value of $.01 per share.
      The Corporation shall also have the authority to issue five hundred
      thousand (500,000) shares of Preferred Stock having a par value of $.01
      per share (the "Preferred Shares"). The Board of Directors of the
      Corporation (the "Board") shall have the right to authorize, by resolution
      of the Board adopted in accordance with the By-laws of the Corporation,
      the issuance of the Preferred Shares and, in connection therewith, to (a)
      cause such shares to be issued in series; (b) fix the annual rate of
      dividends payable with respect to the Preferred shares or series thereof;
      (c) fix the amount payable upon redemption of the Preferred shares; (d)
      fix the amount payable upon liquidation or dissolution of the Company; (e)
      fix provisions as to voting rights, if any; and (e) fix such other rights,
      powers and preferences as the Board shall determine."


                                      -1-
<PAGE>

6.    The foregoing amendment of the Certificate of Incorporation of the
      Corporation was authorized by a vote of Board of Directors of the
      Corporation, followed by a vote of the holders of a majority of shares of
      the Corporation present at a meeting and entitled to vote on said
      amendment of the Certificate of Incorporation.


                                      - 2 -
<PAGE>

      The effective time of the amendment herein certified shall be June 1,
      1998.

      IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

May 8, 1998

                                            /s/  Marc H. Bell
                                            -----------------------------
                                            Marc H. Bell, President

Attest:

/s/ Paul Asher
----------------------------
Paul Asher, Secretary


                                      -3-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       of
                          CERTIFICATE OF INCORPORATION
                                       of
                               GLOBIX CORPORATION

           Under Section 242 of the Delaware General Corporation Law

     GLOBIX CORPORATION, a corporation organized and existing under the laws
    of the State of Delaware (the "Corporation") hereby certifies as follows:

1.    The name of the Corporation is Globix Corporation.

2.    The Certificate of Incorporation of the Corporation was filed with the
      Secretary of State of Delaware, Division of Corporations on September 29,
      1995 under the name Bell Technology Group Ltd.

3.    The amendment of the Certificate of Incorporation of the Corporation
      effected by this Certificate of Amendment is to increase the number of
      shares of authorized common stock of the corporation.

4.    To accomplish the foregoing amendment, Article FOURTH of the Certificate
      of Incorporation of the Corporation, is hereby amended to read as follows:

            "FOURTH: The Corporation shall have the authority to issue
            seventy-five million (75,000,000) shares of Common Stock having a
            par value of $.01 per share. The Corporation shall also have the
            authority to issue five hundred thousand (500,000) shares of
            Preferred Stock having a par value of $.01 per share (the "Preferred
            Shares"). The Board of Directors of the Corporation (the "Board")
            shall have the right to authorize, by resolution of the Board
            adopted in accordance with the By-laws of the Corporation, the
            issuance of the Preferred Shares and, in connection therewith, to
            (a) cause such shares to be issued in series; (b) fix the annual
            rate of dividends payable with respect to the Preferred shares or
            series thereof; (c) fix the amount payable upon redemption of the
            Preferred shares; (d) fix the amount payable upon liquidation or
            dissolution of the Company; (e) fix provisions as to voting rights,
            if any; and (e) fix such other rights, powers and preferences as the
            Board shall determine."

5.    The foregoing amendment of the Certificate of Incorporation of the
      Corporation was authorized by a vote of the Board of Directors of the
      Corporation, followed by a vote of the


                                      -1-
<PAGE>

      holders of a majority of all outstanding shares of the Corporation
      entitled to vote on said amendment of the Certificate of Incorporation.

      IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

April 23, 1999


                                    By: /s/ Marc H. Bell
                                        -----------------------------
                                         Marc H. Bell President

Attest:


By:/s/ Paul Asher
   -------------------------
   Paul Asher, Secretary


                                      -2-
<PAGE>

             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                    SERIES A 7.5% CONVERTIBLE PREFERRED STOCK

                                       of

                               GLOBIX CORPORATION

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

      We, the undersigned, Brian Reach, Chief Financial Officer, and Paul Asher,
Secretary, of Globix Corporation, a Delaware corporation (hereinafter called the
"Corporation"), pursuant to the provisions of Sections 103 and 151 of the
General Corporation Law of the State of Delaware, do hereby make this
Certificate of Designations and do hereby state and certify that pursuant to the
authority expressly vested in the Board of Directors of the Corporation by the
Certificate of Incorporation, the Board of Directors duly adopted the following
resolutions:

      RESOLVED, that, pursuant to Article FOURTH of the Certificate of
Incorporation (which authorizes 500,000 shares of preferred stock, $.01 par
value ("Preferred Stock")), the Board of Directors hereby fixes the powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions, of a
series of Preferred Stock.

      RESOLVED, that each share of such series of Preferred Stock shall rank
equally in all respects and shall be subject to the following provisions:

            1. Number and Designation. 250,000 shares of the Preferred Stock of
the Corporation shall be designated as Series A 7.5% Convertible Preferred Stock
(the "Series A Preferred Stock") (including 170,000 shares of Series A Preferred
Stock reserved exclusively for the payment of dividends pursuant to paragraph
4).

            2. Definitions. Unless the context otherwise requires, when used
herein the following terms shall have the meaning indicated.

      "Affiliate" means, with respect to any specified person, any other person
which, directly or indirectly, controls, is controlled by or is under direct or
indirect common control with, such specified person. For the purposes of this
definition, "control" when used with respect to any person means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "affiliated," "controlling," and "controlled" have meanings
correlative to the foregoing.


                                      -3-
<PAGE>

      "Board of Directors" means the Board of Directors of the Corporation.

      "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in New York
City, New York generally are authorized or required by law or other governmental
actions to close.

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

      "Change of Control" means the occurrence of any of the following events:
(a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to
have "beneficial ownership" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total Voting Stock of
the Corporation; or (b) the Corporation consolidates with, or merges with or
into, another person or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any person, or any person
consolidates with, or merges with or into the Corporation, in any such event
pursuant to a transaction in which either (A) the outstanding Voting Stock of
the Corporation is converted into or exchanged for cash, securities or other
property, other than any such transaction where (i) the outstanding Voting Stock
of the Corporation is converted into or exchanged for Voting Stock of the
surviving or transferee corporation or its parent corporation and/or cash,
securities or other property in an amount which could be paid by the Corporation
under the terms of the Corporation's credit and financing agreements and (ii)
immediately after such transaction no "person" or "group" (as such terms are
used in Sections 13(d) and 14(d) of the Exchange Act), is the "beneficial owner"
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total Voting Stock of the surviving or transferee corporation,
as applicable; or (B) the holders of the outstanding Voting Stock of the
Corporation immediately prior to such transaction hold less than 50% of the
outstanding Voting Stock of the surviving or transferee corporation or its
parent corporation immediately after the transaction or (C) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election by the Board of Directors or whose nomination for election by the
stockholders of the Corporation was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors then in office.


                                      -2-
<PAGE>

      "Common Stock" means the Corporation's common stock, par value $.01 per
share.

      "Current Market Price" means the average of the daily Market Prices of the
Common Stock for ten consecutive trading days immediately preceding the date for
which such value is to be computed; provided, however, that (A) if the "ex" date
(as hereinafter defined) for any event (other than the issuance or distribution
requiring such computation) that requires an adjustment to the Conversion Ratio
pursuant to paragraph 8(g)(i), (ii), (iii), (iv), (v) or (vi) occurs during such
10 consecutive trading days, the closing price for each trading day prior to the
"ex" date for such other event shall be adjusted by multiplying such closing
price by the same fraction by which the Conversion Ratio is so required to be
adjusted as a result of such other event, (B) if the "ex" date for any event
(other that the issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Ratio pursuant to paragraph 8(g)(i),
(ii), (iii), (iv), (v) or (vi) occurs on or after the "ex" date for the issuance
or distribution requiring such computation and prior to the day in question, the
closing price for each trading day on and after the "ex" date for such other
event shall be adjusted by multiplying such closing price by the reciprocal of
the fraction by which the Conversion Ratio is so required to be adjusted as a
result of such other event and (C) if the "ex" date for the issuance or
distribution requiring such computation is prior to the day in question, after
taking into account any adjustment required pursuant to clause (A) or (B) of
this proviso, the closing price for each trading day on or after such "ex" date
shall be adjusted by adding thereto the amount of any cash and the fair market
value (as determined by the Board of Directors in a manner consistent with any
determination of such value for purposes of paragraph 8(g)(iv) or (v), whose
determination shall be conclusive and described in a resolution of the Board of
Directors) of the evidences of indebtedness, shares of capital stock or assets
being distributed applicable to one share of Common Stock as of the close of
business on the day before such "ex" date. For purposes of any computation under
paragraph 8(g)(vi), the Current Market Price on any date shall be deemed to be
the average of the daily closing prices per share of Common Stock for such day
and the next two succeeding trading days; provided, however, that, if the "ex"
date for any event (other than the tender offer requiring such computation) that
requires an adjustment to the Conversion Ratio pursuant to paragraph 8(g)(i),
(ii), (iii), (iv), (v) or (vi) occurs on or after the Expiration Time for the
tender or exchange offer requiring such computation and prior to the day in
question, the closing price for each trading day on and after the "ex" date for
such other event shall be adjusted by multiplying such closing price by the
reciprocal of the fraction by which the Conversion Ratio is so required to be
adjusted as a result of such other event. For purposes of this paragraph, the
term "ex" date (1) when used with respect to any issuance or distribution, means
the first date on which the shares of Common Stock trade regular way on the
relevant exchange or in the relevant market from which the closing price was
obtained without the right to receive such issuance or distribution, (2) when
used with respect to any subdivision or combination of shares of Common Stock,
means the first date on which the shares of Common Stock trade regular way on
such exchange or in such market after the time at which such subdivision or
combination becomes effective and (3) when used with respect to any tender or
exchange offer means the first date on which the


                                      -3-
<PAGE>

shares of Common Stock trade regular way on such exchange or in such market
after the Expiration Time of such offer. Notwithstanding the foregoing, whenever
successive adjustments to the Conversion Ratio are called for pursuant to
paragraph 8(g), such adjustments shall be made to the Current Market Price as
may be necessary or appropriate to effectuate the intent of paragraph 8(g) and
to avoid unjust or inequitable results, as determined in good faith by the Board
of Directors.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute, and the rules and regulations promulgated thereunder.

      "Issue Date" means the original date of issuance of shares of Series A
Preferred Stock.

      "Liquidation Preference" is an amount equal to $1,000.00 per share of
Series A Preferred Stock.

      "Market Price" means, with respect to the Common Stock, on any given day,
(i) the price of the last trade, as reported on the Nasdaq National Market, not
identified as having been reported late to such system, or (ii) if the Common
Stock is so traded, but not so quoted, the average of the last bid and ask
prices, as those prices are reported on the Nasdaq National Market, or (iii) if
the Common Stock is not listed or authorized for trading on the Nasdaq National
Market or any comparable system, the average of the closing bid and asked prices
as furnished by two members of the National Association of Securities Dealers,
Inc. selected from time to time by the Corporation for that purpose. If the
Common Stock is not listed and traded in a manner that the quotations referred
to above are available for the period required hereunder, the Market Price per
share of Common Stock shall be deemed to be the fair value per share of such
security as determined in good faith by the Board of Directors of the
Corporation.

      "Special Amount" means, with respect of any share of Series A Preferred
Stock, all dividends and other amounts which have become payable in respect of
such share under paragraph 4(a) but which have not been paid. The Special Amount
with respect to any such share shall be reduced by the amount of any such
dividends and other amounts actually paid in respect of such share under
paragraph 4(c) (including any such amounts paid in shares of Series A Preferred
Stock pursuant to paragraph 4(f)).

      "Voting Stock" means, with respect to any person, the Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors
or other members of the governing body of such person.

            3. Rank. (a) Any class or series of stock of the Corporation,
whether now existing or hereafter created, shall be deemed to rank:


                                      -4-
<PAGE>

                  (i) prior to the Series A Preferred Stock, either as to the
            payment of dividends or other amounts or as to distribution of
            assets upon liquidation, dissolution (whether voluntary or
            involuntary) or winding up, or both, if the holders of such class or
            series shall be entitled by the terms thereof to the receipt of
            dividends or other amounts and of amounts distributable upon
            liquidation, dissolution or winding up, in preference or priority to
            the holders of Series A Preferred Stock ("Senior Securities");

                  (ii) on a parity with the Series A Preferred Stock, either as
            to the payment of dividends or other amounts or as to distribution
            of assets upon liquidation, dissolution (whether voluntary or
            involuntary) or winding up, or both, whether or not the dividend
            rates, dividend payment dates or redemption or liquidation prices
            per share thereof be different from those of the Series A Preferred
            Stock, if the holders of the Series A Preferred Stock and of such
            class of stock or series shall be entitled by the terms thereof to
            the receipt of dividends or other amounts or of amounts
            distributable upon liquidation, dissolution or winding up, or both,
            in proportion to their respective amounts of accrued and unpaid
            dividends per share or liquidation preferences (including, but not
            limited to preferences as to payment of dividends or other amounts
            distributable upon liquidation), without preference or priority one
            over the other and such class of stock or series is not a class of
            Senior Securities ("Parity Securities"); and

                  (iii) junior to the Series A Preferred Stock, either as to the
            payment of dividends or as to the distribution of assets upon
            liquidation, dissolution (whether voluntary or involuntary) or
            winding up, or both, if such stock or series shall be Common Stock
            or if the holders of the Series A Preferred Stock shall be entitled
            by the terms thereof to receipt of dividends or other amounts, and
            of amounts distributable upon liquidation, dissolution or winding
            up, or both, in preference or priority to the holders of shares of
            such stock or series (including, but not limited to preferences as
            to payment of dividends or other amounts distributable upon
            liquidation) ("Junior Securities").

                  (b) The respective definitions of Senior Securities, Junior
Securities and Parity Securities shall also include any rights or options
exercisable or exchangeable for or convertible into any of the Senior
Securities, Junior Securities and Parity Securities, as the case may be.


                                      -5-
<PAGE>

                  (c) The Series A Preferred Stock shall be subject to the
creation of Junior Securities.

            4. Dividends. (a) The holders of shares of Series A Preferred Stock
shall be entitled to receive with respect to each share of Series A Preferred
Stock, when, as and if declared by the Board of Directors, out of funds legally
available for the payment of dividends, dividends at a rate per annum equal to
seven and one-half percent (7.5%) of the Liquidation Preference per share and
any additional amount at a rate per annum equal to seven and one-half percent
(7.5%) of the Special Amount with respect to any share of Series A Preferred
Stock (an "Additional Amount"), to be paid in accordance with the terms of this
paragraph 4; provided, however, that, upon the failure by the Corporation to
make the Change of Control Offer pursuant to paragraph 11 hereof, the dividend
rate per annum shall increase to fifteen percent (15%) of the Liquidation
Preference per share and any Additional Amount shall accrue at a rate of fifteen
percent (15%) of the Special Amount with respect to a share of Series A
Preferred Stock, each to be effective retroactively as of the date of the Change
of Control; provided, further, that the dividend and Additional Amount rates
shall be subject to further adjustment in accordance with paragraph 12(d)
hereof. Such dividends and Additional Amounts shall be cumulative from the Issue
Date and shall be payable quarterly in arrears on March 31, June 30, September
30 and December 31 of each year (unless such day is not a Business Day, in which
event such dividends and Additional Amounts shall be payable on the next
succeeding Business Day) (each such date being a "Dividend Payment Date" and
each such quarterly period being a "Dividend Period"). Each such dividend and
Additional Amount shall be payable to the holders of record of shares of the
Series A Preferred Stock as they appear on the share register of the Corporation
on the corresponding Record Date. As used herein, the term "Record Date" means,
with respect to the dividend payable on March 31, June 30, September 30 and
December 31, respectively of each year, the preceding March 15, June 15,
September 15 and December 15, or such other record date, not more than 60 days
or less than 10 days preceding the payment dates thereof, as shall be fixed by
the Board of Directors.

                  (b) The amount of dividends and Additional Amounts payable for
each full Dividend Period for the Series A Preferred Stock shall be computed by
dividing the annual seven and one-half percent (7.5%) rate by four (4);
provided, however, that upon the failure by the Corporation to make the Change
of Control Offer pursuant to paragraph 11 hereof, the amount of dividends and
Additional Amounts payable for each full Dividend Period shall be computed by
dividing the annual fifteen percent (15%) rate by four (4), such rate to be
effective retroactively as of the date of the Change of Control; provided,
further, that the dividend and Additional Amount rates shall be subject to
further adjustment in accordance with paragraph 12(d) hereof. The amount of
dividends and Additional Amounts payable for the initial Dividend Period, or any
other period shorter or longer than a full Dividend Period, on the Series A
Preferred Stock shall be computed on the basis of twelve 30-day months and a
360-day year. Holders of shares of Series A Preferred Stock shall not


                                      -6-
<PAGE>

be entitled to any dividends, whether payable in cash, property or stock, in
excess of amounts payable under Section 4(a) hereof (including Special Amounts
and Additional Amounts), on the Series A Preferred Stock. Except as expressly
provided herein, no interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on the Series A Preferred
Stock that may be in arrears.

                  (c) Special Amounts for any past Dividend Periods may be
declared and paid in shares of Series A Preferred Stock on any subsequent
Dividend Payment Date, to holders of record on the corresponding Record Date.

                  (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividend, except any dividend paid to effectuate a stock split
and except as described in the next succeeding sentence, shall be declared or
paid or set apart for payment or other distribution on any Parity Securities,
nor shall any Parity Securities be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation, directly
or indirectly (except by conversion into or exchange for Parity Securities or
Junior Securities), unless in each case all Special Amounts have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series A Preferred Stock for
all Dividend Periods terminating on or prior to the date of payment of the
dividend on or redemption of such class or series of Parity Securities. When
Special Amounts and Additional Amounts are not paid in full or a sum sufficient
for such payment is not set apart, as aforesaid, all Special Amounts declared
upon shares of the Series A Preferred Stock and all dividends declared upon any
other class or series of Parity Securities shall be declared ratably in
proportion to the respective amounts of Special Amounts and Additional Amounts
accumulated and unpaid on the Series A Preferred Stock and dividends accumulated
and unpaid on such Parity Securities.

                  (e) So long as any shares of the Series A Preferred Stock are
outstanding, no dividend, (except paid to effectuate a stock split) shall be
declared or paid or set apart for payment or other distribution declared or made
upon Junior Securities (other than under a shareholders' right plan), nor shall
any Junior Securities be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of shares of Common Stock made for
purposes of an employee incentive or benefit plan of the Corporation or any
subsidiary) (any such dividend, distribution, redemption or purchase being
hereinafter referred to as a "Junior Securities Distribution") for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Corporation, directly or
indirectly (except by conversion into or exchange for Junior Securities), unless
in each case (i) all Special Amounts on all outstanding shares of the Series A
Preferred Stock and accrued and unpaid dividends on any other Parity Securities
shall have been paid or set apart for payment for all past


                                      -7-
<PAGE>
Dividend Periods with respect to the Series A Preferred Stock and all past
dividend periods with respect to such Parity Securities and (ii) sufficient
funds shall have been paid or set apart for the payment of the dividend and
Additional Amount for the current Dividend Period with respect to the Series A
Preferred Stock and the current dividend period with respect to any Parity
Securities.

                  (f) The Corporation may pay current dividends, or dividends or
Additional Amounts that have accrued from the last Dividend Payment Date through
the date of payment, at its election, in cash or shares of Series A Preferred
Stock or any combination thereof. The Corporation may pay accrued dividends
(including accrued and unpaid dividends), Additional Amounts (including accrued
and unpaid Additional Amounts) and Special Amounts and any dividends accrued
thereon only in shares of Series A Preferred Stock. The number of shares of
Series A Preferred Stock to be issued in circumstances when dividends,
Additional Amounts or Special Amounts are paid with additional shares of Series
A Preferred Stock will equal the cash amount of the dividend, Additional Amount
or Special Amount, if any, payable (but for the operation of this Section 4(f)),
divided by the Liquidation Preference, rounded to the nearest full share, up or
down, after taking into account all shares of Series A Preferred Stock owned by
the holder thereof, provided that if the resulting fractional share held by such
holder equals one-half or more of a share of Series A Preferred Stock, such
fractional share shall be rounded up to the nearest full share.

            5. Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation (whether
capital or surplus) shall be made to or set apart for the holders of Junior
Securities, the holders of the shares of Series A Preferred Stock shall be
entitled to receive with respect to each share of Series A Preferred Stock an
amount in cash equal to the Liquidation Preference, plus the Special Amount in
respect of such share, plus an amount equal to all dividends and the Additional
Amount accrued and unpaid thereon from the last Dividend Payment Date to the
date of final distribution to such holders, but such holders shall not be
entitled to any further payment. If, upon any liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, shall be insufficient to pay in full the preferential amount aforesaid
and liquidating payments on all Parity Securities, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares of Series A
Preferred Stock and all such other Parity Securities ratably in accordance with
the respective amounts that would be payable on such shares of Preferred Stock
and any such other Parity Securities if all amounts payable thereon were paid in
full. For the purposes of this paragraph 5, (i) a consolidation or merger of the
Corporation with one or more corporations, or (ii) a sale or transfer of all or
substantially all of the Corporation's assets, shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation.

                  (b) Subject to the rights of the holders of any Parity
Securities, after payment shall have been made in full to the holders of the
Series A Preferred Stock, as


                                      -8-
<PAGE>

      provided in this paragraph 5, any other series or class or classes of
      Junior Securities shall, subject to the respective terms and provisions
      (if any) applying thereto, be entitled to receive any and all assets
      remaining to be paid or distributed, and the holders of the Series A
      Preferred Stock and any Parity Securities shall not be entitled to share
      therein.

            6. Redemption. (a) The Series A Preferred Stock shall be redeemable
by the Corporation on or after November 15, 2004. After such date, to the extent
the Corporation shall have funds legally available for such payment, the
Corporation may redeem at its option shares of Series A Preferred Stock, at any
time in whole or from time to time in part, at a redemption price per share
equal to the Liquidation Preference, plus the Special Amount in respect of such
share, plus an amount equal to all dividends and the Additional Amount accrued
and unpaid thereon from the last Dividend Payment Date to the date fixed for
redemption, without interest.

                  (b) To the extent the Corporation shall have funds legally
      available for such payment, on November 15, 2014, the Corporation shall
      redeem all outstanding shares of the Series A Preferred Stock, if any, at
      a redemption price per share in cash equal to the Liquidation Preference,
      plus the Special Amount in respect of such share, plus an amount equal to
      all dividends and the Additional Amount accrued and unpaid thereon from
      the last Dividend Payment Date to such date, without interest.

                  (c) Shares of Series A Preferred Stock which have been issued
      and reacquired in any manner, including shares purchased or redeemed,
      shall (upon compliance with any applicable provisions of the laws of the
      State of Delaware) have the status of authorized and unissued shares of
      the class of Preferred Stock undesignated as to series and may be
      predesignated and reissued as part of any series of the Preferred Stock;
      provided that no such issued and reacquired shares of Series A Preferred
      Stock shall be reissued or sold as Series A Preferred Stock.

                  (d) If the Corporation is unable or shall fail to discharge
      its obligation to redeem all outstanding shares of Series A Preferred
      Stock pursuant to paragraph 6(b) (the "Mandatory Redemption Obligation"),
      the Mandatory Redemption Obligation shall be discharged as soon as the
      Corporation is able to discharge such Mandatory Redemption Obligation. If
      and so long as any Mandatory Redemption Obligation with respect to the
      Series A Preferred Stock shall not be fully discharged, the Corporation
      shall not (i) directly or indirectly, redeem, purchase, or otherwise
      acquire any Parity Security or discharge any mandatory or optional
      redemption, sinking fund or other similar obligation in respect of any
      Parity Securities (except in connection with a redemption, sinking fund or
      other similar obligation to be satisfied pro rata with the Series A
      Preferred Stock) or (ii) declare or make any Junior Securities
      Distribution, or, directly or indirectly, discharge any mandatory or
      optional redemption, sinking fund or other similar obligation in respect
      of any Junior Securities.


                                      -9-
<PAGE>

            7. Procedure for Redemption. (a) In the event that fewer than all
the outstanding shares of Series A Preferred Stock are to be redeemed, the
number of shares to be redeemed shall be determined by the Board of Directors
and the shares to be redeemed shall be selected pro rata (with any fractional
shares being rounded to the nearest whole share).

            (b) In the event the Corporation shall redeem shares of Series A
      Preferred Stock, notice of such redemption shall be given by first class
      mail, postage prepaid mailed not less than 30 days nor more than 60 days
      prior to the redemption date, to each 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; provided that neither the failure to give
      such notice nor any defect therein shall affect the validity of the giving
      of notice for the redemption of any share of Series A Preferred Stock to
      be redeemed except as to the holder to whom the Corporation has failed to
      give said notice or except as to the holder whose notice was defective.
      Each such notice shall state: (i) the redemption date; (ii) the number of
      shares of Series A Preferred Stock to be redeemed and, if fewer than all
      the shares held by such holder are to be redeemed, the number of shares to
      be redeemed from such holder; (iii) the redemption price; (iv) the place
      or places where certificates for such shares are to be surrendered for
      payment of the redemption price; (v) the then current Conversion Ratio;
      and (vi) that dividends and Additional Amounts on the shares to be
      redeemed will cease to accrue on such redemption date.

            (c) Notice having been mailed as aforesaid, from and after the
      redemption date, dividends and Additional Amounts on the shares of Series
      A Preferred Stock so called for redemption shall cease to accrue, said
      shares shall no longer be deemed outstanding, and all rights of the
      holders thereof as stockholders of the Corporation (except the right to
      receive from the Corporation the redemption price) shall cease. Upon
      surrender in accordance with said notice of the certificates for any
      shares so redeemed (properly endorsed or assigned for transfer, if the
      Board of Directors of the Corporation shall so require and the notice
      shall so state), such shares shall be redeemed by the Corporation at the
      redemption price aforesaid. In case fewer than all the shares represented
      by any such certificate are redeemed, a new certificate shall be issued
      representing the unredeemed shares without cost to the holder thereof. The
      Corporation's obligation to provide moneys in accordance with this Section
      7(c) shall be deemed fulfilled if, on or before the applicable redemption
      date, the Corporation shall deposit with a bank or trust company having an
      office or agency in the Borough of Manhattan, City of New York, and having
      a combined capital and surplus of at least $1,000,000,000, funds necessary
      for such redemption, in trust, with irrevocable instructions that such
      funds be applied to the redemption of the shares of Series A Preferred
      Stock so called for redemption. Any interest accrued on such funds shall
      be paid to the Corporation from time to time. Any funds so deposited to
      which holders of Series A Preferred Stock are lawfully entitled but which
      are unclaimed at the end of two years from such redemption date shall be
      released or repaid to the Corporation, after which, subject to


                                      -10-
<PAGE>

      any applicable laws relating to escheat or unclaimed property, the holder
      or holders of such shares of Series A Preferred Stock so called for
      redemption shall look only to the Corporation for payment of the
      applicable redemption price. The election by the Corporation to redeem
      shares of Series A Preferred Stock shall become irrevocable only on the
      redemption date included in the relevant notice.

            (d) Notwithstanding anything to the contrary contained herein, if
      the Corporation's notice of redemption has been given pursuant to this
      Section 7 and any holder of shares of Series A Preferred Stock shall,
      prior to the close of business on the third Business Day immediately
      preceding the redemption date, give written notice to the Corporation of
      the conversion of any and all of the shares to be redeemed held by such
      holder (accompanied by a certificate or certificates for such shares, duly
      endorsed or assigned to the Corporation), then such shares shall not be
      redeemed and the conversion of such shares to be redeemed shall become
      effective as provided in Section 8.

            8. Conversion. (a) Subject to the provisions of this paragraph 8,
the holders of the shares of Series A Preferred Stock shall have the right, at
any time and from time to time, at such holder's option, to convert any or all
outstanding shares (and fractional shares) of Series A Preferred Stock, in whole
or in part, into fully paid and non-assessable shares of Common Stock. The
number of shares of Common Stock deliverable upon conversion of a share of
Series A Preferred Stock, adjusted as hereinafter provided, is referred to
herein as the "Conversion Ratio." The Conversion Ratio as of any date shall be
an amount equal to the sum of (i) the Liquidation Preference, (ii) the Special
Amount and (iii) an amount equal to all dividends and the Additional Amount
accrued thereon from the last Dividend Payment Date to such date, divided by
$40, subject to adjustment from time to time pursuant to paragraph 8(g) hereof.
Notwithstanding any call for redemption pursuant to paragraph 6, the right to
convert shares so called for redemption shall terminate at the close of business
on the third Business Day immediately preceding the date fixed for such
redemption unless the Corporation shall default in making payment of the amount
payable upon such redemption.

            (b) (i) In order to exercise the conversion privilege, the holder of
the shares of Series A Preferred Stock to be converted shall surrender the
certificate representing such shares at the office of the Corporation, with a
written notice of election to convert completed and signed, specifying the
number of shares to be converted. Unless the shares issuable on conversion are
to be issued in the same name as the name in which such shares of Series A
Preferred Stock are registered, each share surrendered for conversion shall be
accompanied by instruments of transfer, in form satisfactory to the Corporation,
duly executed by the holder or the holder's duly authorized attorney, and an
amount sufficient to pay any transfer or similar tax.

                  (ii) As promptly as practicable after the surrender by the
            holder of the certificates for shares of Series A Preferred Stock as


                                      -11-
<PAGE>
            aforesaid, the Corporation shall issue and shall deliver to such
            holder, or on the holder's written order to the holder's transferee,
            (y) a certificate or certificates for the whole number of shares of
            Common Stock issuable upon the conversion of such shares in
            accordance with the provisions of this paragraph 8, any cash
            adjustment required pursuant to Section 8(f), and (z) in the event
            of a conversion in part, a certificate or certificates for the whole
            number of shares of Series A Preferred Stock not being so converted.

                  (iii) Each conversion shall be deemed to have been effected
            immediately prior to the close of business on the date on which the
            certificates for shares of Series A Preferred Stock shall have been
            surrendered and such notice received by the Corporation as
            aforesaid, and the person in whose name or names any certificate or
            certificates for shares of Common Stock shall be issuable upon such
            conversion shall be deemed to have become the holder of record of
            the shares of Common Stock represented thereby at such time on such
            date and such conversion shall be into a number of whole shares of
            Common Stock equal to the product of the number of shares of Series
            A Preferred Stock surrendered times the Conversion Ratio in effect
            at such time on such date. All shares of Common Stock delivered upon
            conversion of the Series A Preferred Stock will upon delivery be
            duly and validly issued and fully paid and non- assessable, free of
            all liens and charges and not subject to any preemptive rights. Upon
            the surrender of certificates representing the shares of Series A
            Preferred Stock to be converted, the shares to be so converted shall
            no longer be deemed to be outstanding and all rights of a holder
            with respect to such shares surrendered for conversion shall
            immediately terminate except the right to receive the Common Stock
            and other amounts payable pursuant to this paragraph 8 and a
            certificate or certificates representing the shares of Series A
            Preferred Stock not converted.

            (c) (i) Upon delivery to the Corporation by a holder of shares of
Series A Preferred Stock of a notice of election to convert, the right of the
Corporation to redeem such shares of Series A Preferred Stock shall terminate,
regardless of whether a notice of redemption has been mailed as aforesaid.

                  (ii) If a holder of Series A Preferred Stock delivers to the
            Corporation a notice of election to convert, the Series A Preferred
            Stock to be converted shall cease to accrue dividends and Additional
            Amounts pursuant to paragraph 4 but shall continue to be entitled to
            receive pro rata dividends and Additional Amounts for the period


                                      -12-
<PAGE>

            from the last Dividend Payment Date to the date of delivery of the
            notice of election to convert in preference to and in priority over
            any dividends on any Junior Securities.

                  (iii) Except as provided above and in paragraph 8(g), the
            Corporation shall make no payment or adjustment for accrued and
            unpaid dividends or Additional Amounts on shares of Series A
            Preferred Stock, whether or not in arrears, on conversion of such
            shares or for dividends in cash on the shares of Common Stock issued
            upon such conversion.

            (d) (i) The Corporation covenants that it will at all times reserve
and keep available, free from preemptive rights, such number of its authorized
but unissued shares of Common Stock as shall be required for the purpose of
effecting conversions of the Series A Preferred Stock.

                  (ii) Prior to the delivery of any securities which the
            Corporation shall be obligated to deliver upon conversion of the
            Series A Preferred Stock, the Corporation shall comply with all
            applicable federal and state laws and regulations which require
            action to be taken by the Corporation.

            (e) The Corporation will pay any and all documentary stamp or
similar issue or transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on conversion of the Series A Preferred Stock pursuant
hereto; provided that the Corporation shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the holder of the Series A
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

            (f) In connection with the conversion by a holder of any shares of
Series A Preferred Stock, no fractions of shares of Common Stock shall be
required to be issued to such holder, but in lieu thereof the Corporation shall
pay a cash adjustment in respect of such fractional interest in an amount equal
to such fractional interest multiplied by the Market Price per share of Common
Stock on the Business Day on which such shares of Series A Preferred Stock are
deemed to have been converted.

            (g) (i) In case the Corporation shall at any time after the date of
issue of the Series A Preferred Stock (A) declare a dividend or make a
distribution on Common Stock payable in Common Stock, (B) subdivide or split the
outstanding Common

                                      -13-
<PAGE>

Stock, (C) combine or reclassify the outstanding Common Stock into a smaller
number of shares, (D) issue any shares of its Capital Stock in a
reclassification of Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Corporation is the
continuing corporation), or (E) consolidate with, or merge with or into, any
other Person, the Conversion Ratio in effect at the time of the record date for
such dividend or distribution or of the effective date of such subdivision,
split, combination, consolidation, merger or reclassification shall be
proportionately adjusted so that the conversion of the Series A Preferred Stock
after such time shall entitle the holder to receive the aggregate number of
shares of Common Stock or other securities of the Corporation (or shares of any
security into which such shares of Common Stock have been combined,
consolidated, merged or reclassified pursuant to clause 8 (g) (i) (C) , 8 (g)
(i) (D) or 8(g) (i) (E) above) which, if this Series A Preferred Stock had been
converted immediately prior to such time, such holder would have owned upon such
conversion and been entitled to receive by virtue of such dividend,
distribution, subdivision, split, combination, consolidation, merger or
reclassification assuming such holder of Common Stock of the Corporation (x) is
not a Person with which the Corporation consolidated or into which the
Corporation merged or which merged into the Corporation or to which such
recapitalization, sale or transfer was made, as the case may be ("constituent
person"), or an affiliate of a constituent person and (y) failed to exercise any
rights of election as to the kind or amount of securities, cash and other
property receivable upon such reclassification, change, consolidation, merger,
recapitalization, sale or transfer (provided, that if the kind or amount of
securities, cash and other property receivable upon such reclassification,
change, consolidation, merger, recapitalization, sale or transfer is not the
same for each share of Common Stock of the Corporation held immediately prior to
such reclassification, change, consolidation, merger, recapitalization, sale or
transfer by other than a constituent person or an affiliate thereof and in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this subparagraph 8(g) the kind
and amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, recapitalization, sale or
transfer by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such adjustment
shall be made successively whenever any event listed above shall occur.

                  (ii) In case the Corporation shall issue or sell any Common
            Stock (other than Common Stock issued (A) pursuant to the
            Corporation's existing or future stock option plans or pursuant to
            any other existing or future Common Stock-related director or
            employee compensation plan of the Corporation approved by the Board
            of Directors, (B) as consideration for the acquisition of a business
            or of assets, (C) in a firmly committed underwritten public offering
            when either (i) the underwriting discount is less than 5%, or (ii)
            the offering price per share is greater than the Conversion Price,
            (D) to the Corporation's joint venture partners in exchange for
            interests in the


                                      -14-
<PAGE>

            relevant joint venture, or (E) upon exercise or conversion of any
            security the issuance of which caused an adjustment under paragraph
            8(g)(i) or 8(g)(iii) hereof or the issuance of which did not require
            adjustment hereunder) without consideration or for a consideration
            per share less than the Current Market Price on the date of such
            issuance, or shall issue securities convertible into Common Stock
            having a conversion price per share less than the Current Market
            Price at the date of issuance of such convertible security, the
            Conversion Ratio to be in effect after such issuance or sale shall
            be determined by multiplying the Conversion Ratio in effect
            immediately prior to such issuance or sale by a fraction, (1) the
            numerator of which shall be the sum of the number of shares of
            Common Stock outstanding immediately prior to such issuance or sale
            and the number of additional shares of Common Stock to be issued or
            sold (or, in the case of convertible securities, issued on
            conversion), and (2) the denominator of which shall be the sum of
            (x) the number of shares of Common Stock outstanding immediately
            prior to such issuance or sale and (y) the number of shares of
            Common Stock which the aggregate consideration receivable by the
            Corporation for the total number of additional shares of Common
            Stock so issued or sold (or issuable on conversion) would purchase
            at the Current Market Price in effect immediately prior to such
            issuance or sale. In case any portion of the consideration to be
            received by the Corporation shall be in a form other than cash, the
            fair market value of such noncash consideration shall be utilized in
            the foregoing computation. Such fair market value shall be
            determined in good faith by the Board of Directors.

                  (iii) In case the Corporation shall fix a record date for the
            issuance of rights, options or warrants (other than rights, options
            or warrants issued (A) pursuant to the Corporation's existing or
            future stock option plans or pursuant to any other existing or
            future Common Stock-related director or employee compensation plan
            of the Corporation approved by the Board of Directors, (B) as
            consideration for the acquisition of a business or of assets, (C) in
            a firmly committed underwritten public offering when either (i) the
            underwriting discount is less than 5%, or (ii) the offering price
            per share is greater than the Conversion Price, (D) to the
            Corporation's joint venture partners in exchange for interests in
            the relevant joint venture, or (E) upon exercise or conversion of
            any security the issuance of which caused an adjustment under
            paragraph 8(g)(i) or 8(g)(ii) hereof or the issuance of which did
            not require adjustment


                                      -15-
<PAGE>

            hereunder) to the holders of its Common Stock or other securities
            entitling such holders to subscribe for or purchase shares of Common
            Stock (or securities convertible into shares of Common Stock) at a
            price per share of Common Stock (or having a conversion price per
            share of Common Stock, if a security convertible into shares of
            Common Stock) less than the Current Market Price on such record
            date, the maximum number of shares of Common Stock issuable upon
            exercise of such rights, options or warrants (or conversion of such
            convertible securities) shall be deemed to have been issued and
            outstanding as of such record date and the Conversion Ratio shall be
            adjusted pursuant to paragraph 8(g)(ii) hereof, as though such
            maximum number of shares of Common Stock had been so issued for an
            aggregate consideration payable by the holders of such rights,
            options, warrants or convertible securities prior to their receipt
            of such shares of Common Stock. In case any portion of such
            consideration shall be in a form other than cash, the fair market
            value of such noncash consideration shall be determined as set forth
            in paragraph 8(g)(ii) hereof. Such adjustment shall be made
            successively whenever such record date is fixed; and in the event
            that such rights, options or warrants are not so issued or expire in
            whole or in part unexercised, or in the event of a change in the
            number of shares of Common Stock to which the holders of such
            rights, options or warrants are entitled (other than pursuant to
            adjustment provisions therein comparable to those contained in this
            paragraph 8(g)), the Conversion Ratio shall again be adjusted as
            follows: (A) in the event that all of such rights, options or
            warrants expire unexercised, the Conversion Ratio shall be the
            Conversion Ratio that would then be in effect if such record date
            had not been fixed; (B) in the event that less than all of such
            rights, options or warrants expire unexercised, the Conversion Ratio
            shall be adjusted pursuant to paragraph 8(g)(ii) to reverse the
            adjustment with respect to rights, options or warrants that have
            lapsed or expired unexercised; and (C) in the event of a change in
            the number of shares of Common Stock to which the holders of such
            rights, options or warrants are entitled, the Conversion Ratio shall
            be adjusted to reflect the Conversion Ratio which would then be in
            effect if such holder had initially been entitled to such changed
            number of shares of Common Stock. Notwithstanding anything herein to
            the contrary, no further adjustment to the Conversion Ratio shall be
            made upon the issuance or sale of Common Stock upon the exercise of
            any rights, options or warrants to subscribe for or purchase Common
            Stock, if any adjustment in the Conversion Ratio was made


                                      -16-
<PAGE>

            or required to be made upon the record date for the issuance or sale
            of such rights, options or warrants under this clause 8(g)(iii).

                  Rights or warrants distributed by the Corporation to holders
            of shares of Common Stock entitling the holders thereof to subscribe
            for or purchase shares of the Corporation's capital stock (either
            initially or under certain circumstances), which rights or warrants,
            until the occurrence of a specified event or events ("Dilution
            Trigger Event"): (A) are deemed to be transferred with such shares
            of Common Stock; (B) are not exercisable; and (C) are also issued in
            respect of future issuances of shares of Common Stock, shall be
            deemed not to have been distributed for purposes of this paragraph 8
            (g)(iii) (and no adjustment to the Conversion Ratio under this
            paragraph 8(g)(iii) shall be required) until the occurrence of the
            earliest Dilution Trigger Event, whereupon such rights and warrants
            shall be deemed to have been distributed and an appropriate
            adjustment to the Conversion Ratio under this paragraph 8 (g)(iii)
            shall be made. If any such rights or warrants, including any such
            existing rights or warrants distributed prior to the first issuance
            of shares of Series A Preferred Stock, are subject to subsequent
            events, upon the occurrence of each of which such rights or warrants
            shall become exercisable to purchase different securities, evidences
            of indebtedness or other assets, then the occurrence of each such
            event shall be deemed to be such date of issuance and record date
            with respect to new rights or warrants (and a termination or
            expiration of the existing rights or warrants, without exercise by
            the holder thereof). In addition, in the event of any distribution
            (or deemed distribution) of rights or warrants, or any Dilution
            Trigger Event with respect thereto, that was counted for purposes of
            calculating a distribution amount for which an adjustment to the
            Conversion Ratio under this paragraph 8(g)(iii) was made, (1) in the
            case of any such rights or warrants which shall have been redeemed
            or repurchased without exercise by any holders thereof, the
            Conversion Ratio shall be readjusted upon such final redemption or
            repurchase to give effect to such distribution or Dilution Trigger
            Event, as the case may be, as though it were a cash distribution,
            equal to the per share redemption or repurchase price received by a
            holder or holders of shares of Common Stock with respect to such
            rights or warrants (assuming such holder had retained such rights or
            warrants), made to all holders of shares of Common Stock as of the
            date of such redemption or repurchase, and (2) in the case of such
            rights or warrants which shall have expired or been terminated
            without


                                      -17-
<PAGE>

            exercise by any holders thereof, the Conversion Ratio shall be
            readjusted as if such rights and warrants had not been issued.

                  (iv) In case the Corporation shall fix a record date for the
            making of a distribution to holders of Common Stock (including any
            such distribution made in connection with a consolidation or merger
            in which the Corporation is the continuing corporation) of evidences
            of indebtedness, assets or other property (other than (x) dividends
            payable in Common Stock or rights, options or warrants referred to
            in paragraph 8(g)(i) or 8(g)(iii) hereof for which an adjustment was
            made, (y) exclusive cash dividends, or (z) distributions of stock or
            assets having an aggregate fair market value of less than $7.5
            million on a cumulative basis), the Conversion Ratio to be in effect
            after such record date shall be determined by multiplying the
            Conversion Ratio in effect immediately prior to such record date by
            a fraction, (A) the numerator of which shall be the Current Market
            Price on such record date, and (B) the denominator of which shall be
            the Current Market Price on such record date, less the fair market
            value (determined as set forth in paragraph 8 (g) (ii) hereof) of
            the portion of the assets, other property or evidence of
            indebtedness so to be distributed which is applicable to one share
            of Common Stock. Such adjustments shall be made successively
            whenever such a record date is fixed; and in the event that such
            distribution is not so made, the Conversion Ratio shall again be
            adjusted to be the Conversion Ratio which would then be in effect if
            such record date had not been fixed.

                  For purposes of this paragraph 8(g)(iv) and paragraph 8(g)(i)
            and 8(g)(iii), any dividend or distribution to which this paragraph
            8(g)(iv) is applicable that also includes shares of Common Stock, or
            rights or warrants to subscribe for or purchase shares of Common
            Stock to which paragraph 8(g)(i) or 8(g)(iii) applies (or both)
            shall be deemed instead to be (A) a dividend or distribution of the
            evidences of indebtedness, assets, shares of capital stock, rights
            or warrants other than such shares of Common Stock or rights or
            warrants to which paragraph 8(g)(i) or 8(g)(iii) applies (and any
            Conversion Ratio adjustment required by this paragraph 8(g)(iv) with
            respect to such dividend or distribution shall then be made)
            immediately followed by (B) a dividend or distribution of such
            shares of Common Stock or such rights or warrants (and any further
            Conversion Ratio adjustment required by paragraph 8(g)(i) or
            8(g)(iii) with respect to such dividend or distribution shall then
            be made).


                                      -18-
<PAGE>

                  (v) If the Corporation shall, by dividend or otherwise,
            distribute to holders of its shares of Common Stock cash (excluding
            any cash that is distributed upon a merger or consolidation to which
            paragraph 8(h) applies or as part of a distribution referred to in
            paragraph 8(g)(iv)) in an aggregate amount that, combined together
            with (A) the aggregate amount of any other such distributions to
            holders of its shares of Common Stock made exclusively in cash
            within the 12 months preceding the date of payment of such
            distribution, and in respect of which no adjustment pursuant to this
            paragraph 8(g)(v) has been made, and (B) the aggregate of any cash
            plus the fair market value (as determined by the Board of Directors,
            whose determination shall be conclusive and described in a
            resolution of the Board of Directors) of consideration payable in
            respect of any tender offer by the Corporation for all or any
            portion of the shares of Common Stock concluded within the 12 months
            preceding the date of payment of such distribution, and in respect
            of which no adjustment pursuant to paragraph 8(vi) has been made,
            exceeds 5% of the Corporation's consolidated net income for the
            preceding fiscal year then, and in each such case, immediately after
            the close of business on such date, the Conversion Ratio shall be
            increased so that the same shall equal the ratio determined by
            multiplying the Conversion Ratio in effect immediately prior to the
            close of business on such record date by a fraction and (1) the
            numerator of which shall be equal to the Current Market Price on
            such record date; (2) the denominator of which shall be equal to the
            Current Market Price on the record date less an amount equal to the
            quotient of (x) the excess of such combined amount over 5% of the
            Corporation's consolidated net income for the preceding fiscal year
            and (y) the number of shares of Common Stock outstanding on the
            record date; provided, however, that, if the portion of the cash so
            distributed applicable to one share of Common Stock is equal to or
            greater than the Current Market Price of the shares of Common Stock
            on the record date, in lieu of the foregoing adjustment, adequate
            provision shall be made so that each holder of shares of Series A
            Preferred Stock shall have the right to receive upon conversion of a
            shares of Series A Preferred Stock (or any portion thereof) the
            amount of cash such holder would have received had such holder
            converted such share of Series A Preferred Stock (or portion
            thereof) immediately prior to such record date. If such dividend or
            distribution is not so paid or made, the Conversion Ratio shall
            again be adjusted to be the Conversion Ratio which would then be in
            effect if such dividend or distribution had not been declared.


                                      -19-
<PAGE>

                  (vi) If a tender offer made by the Corporation or any of its
            Subsidiaries for all or any portion of the Common Stock expires and
            such tender offer (as amended upon the expiration thereof) requires
            the payment to shareholders (based on the acceptance (up to any
            maximum specified in the terms of the tender offer) of Purchased
            Shares) of an aggregate consideration having a fair market value (as
            determined by the Board of Directors, whose determination shall be
            conclusive and described in a resolution of the Board of Directors)
            that, combined together with (A) the aggregate of the cash plus the
            fair market value (as determined by the Board of Directors, whose
            determination shall be conclusive and described in a resolution of
            the Board of Directors), as of the expiration of such tender offer,
            of consideration payable in respect of any other tender offers, by
            the Corporation or any of its Subsidiaries for all or any portion of
            the shares of Common Stock expiring within the 12 months preceding
            the expiration of such tender offer and in respect of which no
            adjustment pursuant to this paragraph 8(g)(vi) has been made and (B)
            the aggregate amount of any distributions to all holders of the
            Common Stock made exclusively in cash within 12 months preceding the
            expiration of such tender offer and in respect of which no
            adjustment pursuant to paragraph 8(g)(v) has been made, exceeds 5%
            of the Corporation's consolidated net income for the preceding
            fiscal year, then, and in each such case, immediately prior to the
            opening of business on the day after the date of the Expiration
            Time, the Conversion Ratio shall be adjusted so that the same shall
            equal the ratio determined by multiplying the Conversion Ratio in
            effect immediately prior to the close of business on the date of the
            Expiration Time by a fraction of which the numerator shall be the
            sum of (x) the fair market value (determined as aforesaid) of the
            aggregate consideration payable to shareholders based on the
            acceptance (up to any maximum specified in the terms of the tender
            offer) of all shares validly tendered and not withdrawn as of the
            Expiration Time (the shares deemed so accepted, up to any such
            maximum, being referred to as the "Purchased Shares") and (y) the
            product of the number of shares of Common Stock outstanding (less
            any Purchased Shares) at the Expiration Time and the Current Market
            Price of the shares of Common Stock on the trading day next
            succeeding the Expiration Time and the denominator shall be the
            number of shares of Common Stock outstanding (including any tendered
            shares) at the Expiration Time multiplied by the Current Market
            Price of the shares of Common Stock on the trading day next


                                      -20-
<PAGE>

            succeeding the Expiration Time, such adjustment (if any) to become
            effective immediately prior to the opening of business on the day
            following the Expiration Time. If the Corporation is obligated to
            purchase shares pursuant to any such tender offer, but the
            Corporation is permanently prevented by applicable law from
            effecting any such purchases or all such purchases are rescinded,
            the Conversion Ratio shall again be adjusted to be the Conversion
            Ratio which would then be in effect if such tender offer had not
            been made. If the application of this paragraph 8(g)(vi) to any
            tender offer would result in a decrease in the Conversion Ratio, no
            adjustment shall be made for such tender offer under this paragraph
            8(g)(vi).

                  (vii) In the event that, at any time as a result of the
            provisions of this paragraph 8(g), a holder of Series A Preferred
            Stock upon subsequent conversion shall become entitled to receive
            any shares of Capital Stock of the Corporation other than Common
            Stock, the number of such other shares so receivable upon conversion
            of Series A Preferred Stock shall thereafter be subject to
            adjustment from time to time in a manner and on terms as nearly
            equivalent as practicable to the provisions contained herein.

            (h) Subject to paragraph 9 hereof, in case of any consolidation of
the Corporation with, or merger of the Corporation into, any other corporation,
or in case of any merger of another corporation into the Corporation (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Corporation), or in
case of any sale, conveyance or transfer of 50% or more of the assets of the
Corporation, the holder of each share of Series A Preferred Stock then
outstanding shall have the right thereafter, during the period such share of
Series A Preferred Stock shall be convertible as specified in Paragraph 8(a), to
convert such share of Series A Preferred Stock only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance or transfer by a holder of the number of shares of shares of Common
Stock of the Corporation into which such share of Series A Preferred Stock might
have been converted immediately prior to such consolidation, merger, conveyance
or transfer, assuming such holder of shares of Common Stock of the Corporation
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance or transfer (provided that, if the kind or amount of securities, cash
and other property receivable upon such consolidation, merger, conveyance or
transfer is not the same for each Common Share of the Corporation in respect of
which such rights of election shall not have been exercised ("nonelecting
share"), then for the purpose of this paragraph 8 the kind and amount
securities, cash and other property receivable upon such consolidation, merger,
conveyance or transfer by each nonelecting share shall be deemed to be the kind
and amount

                                      -21-
<PAGE>

of so receivable per share by a plurality of the nonelecting shares). Such
securities shall provide for adjustments which, for events subsequent to the
effective date of the triggering event, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this paragraph 8. The above
provisions of this paragraph 8 shall similarly apply to successive
consolidations, mergers, conveyance or transfers.

                   (i)  In case:

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

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

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

                        (iv) of the voluntary or involuntary dissolution,
                        liquidation or winding-up of the Corporation;

then the Corporation shall cause to be filed with the Registrar and at each
office or agency maintained for the purpose of conversion of shares of Series A
Preferred Stock, and shall cause to be mailed to all holders at their last
addresses as they shall appear in the shares of a Series A Preferred Stock
Register, at least 20 Business Days (or 10 Business Days in any case specified
in clause (i) or (ii) above) prior to the applicable date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, rights or warrants, or, if a record is not to be
taken, the date as of which the holders of shares of Common Stock of record to
be entitled to such dividend, distribution, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of shares
of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give the notice required by this paragraph
8(i) or any defect therein shall not affect the legality or validity of any
dividend,


                                      -22-
<PAGE>

      distribution, right, warrant, reclassification, consolidation, merger,
      sale, transfer, dissolution, liquidation or winding-up, or the vote upon
      any such action.

            (j) All adjustments pursuant to this paragraph 8 shall be notified
      to the holders of the Series A Preferred Stock and such notice shall be
      accompanied by a schedule of computations of the adjustments.

      9. Voting Rights. (a) The holders of record of shares of Series A
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this paragraph 9 or as otherwise provided by law.

            (b) Each share of Series A Preferred Stock shall entitle the holder
      thereof to vote on all matters that the holders of Common Stock are
      entitled to vote upon on at a meeting of stockholders of the Corporation,
      except that with respect to the election of directors of the Corporation,
      except as set forth in clause (c) below, the shares of Series A Preferred
      Stock shall automatically be voted in the same proportion as the votes of
      the holders of Common Stock. With respect to any such vote, each share of
      Series A Preferred Stock shall entitle the holder thereof to cast the
      number of votes equal to the number of votes which could be cast by in
      such vote by a holder of the shares of Common Stock into which such share
      of Series A Preferred Stock is convertible on the record date for such
      vote or, if no such record date is established, on the date any written
      consent of stockholders is solicited.

            (c) For so long as members of the HMTF Group own (A) either (i) 50%
      or more of the shares of Series A Preferred Stock issued to members of the
      HMTF Group on the Closing Date under the Stock Purchase Agreement dated as
      of November 5, 1999 (together with any equity securities into which such
      shares are exchanged or converted, the "HMTF Issued Series A Preferred
      Shares") (ii) an amount of Common Stock issued upon conversion of 50% or
      more of the HMTF Issued Series A Preferred Shares or (iii) any combination
      of HMTF Issued Series A Preferred Shares and Common Stock issued upon
      conversion of HMTF Issued Series A Preferred Shares that, if taken
      together, would represent (if all HMTF Issued Series A Preferred Shares
      were converted) an amount of Common Stock issuable upon conversion of 50%
      or more of the HMTF Issued Series A Preferred Shares, the number of
      directors then constituting the Board of Directors shall be increased by
      two and the HMTF Holders, voting as a single class, shall be entitled to
      elect the two additional directors (the "Buyer Directors") to serve on the
      Board of Directors at any annual meeting of stockholders or special
      meeting held in place thereof, or at a special meeting of the HMTF Holders
      called as hereinafter provided, or (B) either (i) 25% or more of (but less
      than 50% of) the shares of Series A Preferred Stock issued to members of
      the HMTF Group on the Closing Date under the Stock Purchase Agreement
      dated as of November 4, 1999 (the "HMTF Issued Series A


                                      -23-
<PAGE>

      Preferred Shares"), (ii) an amount of Common Stock issued upon conversion
      of 25% or more of (but less than 50% of) the HMTF Issued Series A
      Preferred Shares or (iii) any combination of HMTF Issued Series A
      Preferred Shares and Common Stock issued upon conversion of HMTF Issued
      Series A Preferred Shares that, if taken together, would represent (if all
      HMTF Issued Series A Preferred Shares were converted) an amount of Common
      Stock issuable upon conversion of 25% or more of (but less than 50% of)
      the HMTF Issued Series A Preferred Shares, the HMTF Holders, voting as a
      single class, shall be entitled to elect only one additional Buyer
      Director to serve on the Board of Directors at any annual meeting of
      stockholders or special meeting held in place thereof, or at a special
      meeting of the HMTF Holders called as hereinafter provided. At any time
      after voting power to elect a director shall have become vested and be
      continuing in the HMTF Holders pursuant to this paragraph, or if a vacancy
      shall exist in the office of a director elected by the HMTF Holders, a
      proper officer of the Corporation may, upon the written request of the
      holders of record of at least fifty percent (50%) of the HMTF Issued
      Series A Preferred Shares then outstanding addressed to the Secretary of
      the Corporation, call a special meeting of the HMTF Holders for the
      purpose of electing the additional Buyer Director that such holders are
      entitled to elect. If such meeting shall not be called by a proper officer
      of the Corporation within twenty (20) days after personal service of said
      written request upon the Secretary of the Corporation, or within twenty
      (20) days after mailing the same within the United States by certified
      mail, addressed to the Secretary of the Corporation at its principal
      executive offices, then the holders of at least twenty-five percent (25%)
      of the HMTF Issued Series A Preferred Shares may designate in writing one
      of their number to call such meeting at the expense of the Corporation,
      and such meeting may be called by the person so designated upon the notice
      required for the annual meeting of stockholders of the Corporation and
      shall be held at the place for holding the annual meetings of
      stockholders. Any holder of HMTF Issued Series A Preferred Shares so
      designated shall have, and the Corporation shall provide, access to the
      lists of stockholders to be called pursuant to the provisions hereof. In
      the event the HMTF Group loses the right to nominate one or more Buyer
      Directors pursuant to the first sentence of this paragraph 9(c), then the
      HMTF Group shall direct one or more Buyer Directors to tender his
      resignation (which resignation need not be accepted by the board of
      directors). "HMTF Group" means Hicks, Muse, Tate & Furst Incorporated, a
      Texas corporation, and its Affiliates, the Buyer and its Affiliates, and
      their respective officers, directors, partners, members, stockholders and
      employees (and members, stockholders and employees (and members of their
      respective families and trusts for the primary benefit of such family
      members), and "HMTF Holders" shall mean the members of the HMTF Group
      holding HMTF Issued Series A Preferred Shares or the Common Stock into
      which such shares are converted.

            (d) In the event the HMTF Group elects to have the Board of
      Directors appoint the Buyer Directors, it shall so notify the Corporation
      in writing and the Corporation shall (i) increase the size of the Board of
      Directors by two and fill the vacancies created thereby by electing the
      Buyer Directors and (ii) in connection with the meeting of shareholders of
      the Corporation next following such election, nominate such Buyer
      Directors for election as directors by the stockholders and use its best
      efforts to cause the Buyer


                                      -24-
<PAGE>

      Directors to be so elected. If a vacancy shall exist in the office of a
      Buyer Director, the HMTF Group shall be entitled to designate a successor
      and the Board of Directors shall elect such successor and, in connection
      with the meeting of stockholders of the Corporation next following such
      election, nominate such successor for election as director by the
      stockholders and use its best efforts to cause the successor to be so
      elected.

            (e) If the Corporation shall have failed to discharge its Mandatory
      Redemption Obligation, the number of directors then constituting the Board
      of Directors shall be increased by one (in addition to any directors
      appointed or elected pursuant to paragraph 9(c) or (d) hereof) and the
      HMTF Holders, voting as a single class, shall be entitled to elect the
      additional director to serve on the Board of Directors at any annual
      meeting of stockholders or special meeting held in place thereof, or at a
      special meeting of the HMTF Holders called as hereinafter provided.
      Whenever the Corporation shall have fulfilled its Mandatory Redemption
      Obligation, then the right of the HMTF Holders to elect such additional
      director shall cease and the term of office of any person so elected as
      director by the HMTF Holders shall forthwith terminate and the number of
      the Board of Directors shall be reduced accordingly.

            (f) Without the written consent of holders of a majority of the
      outstanding HTMF Issued Series A Preferred Shares or the vote of holders
      of a majority of the outstanding HTMF Issued Series A Preferred Shares at
      a meeting of the holders of Series A Preferred Stock called for such
      purpose, the Corporation will not amend, alter or repeal any provision of
      the Certificate of Incorporation or this Certificate of Designations so as
      to adversely affect the preferences (including, without limitation,
      liquidation preferences, conversion price, dividend rate and preferences
      and Optional Redemption provisions), rights or powers of the Series A
      Preferred Stock or to authorize the issuance or sale of any additional
      shares of Series A Preferred Stock; provided that any such amendment that
      changes any dividend or other amount payable on or the liquidation
      preference of the Series A Preferred Stock shall require the written
      consent of holders of two-thirds of the outstanding HTMF Issued Series A
      Preferred Shares or the vote of holders of two-thirds of the outstanding
      HTMF Issued Series A Preferred Shares at a meeting of the holders of HTMF
      Issued Series A Preferred Shares called for such purpose.

                   (g) Without the written consent of holders of a majority of
    the outstanding HTMF Issued Series A Preferred Shares or the vote of holders
    of a majority of the outstanding HTMF Issued Series A Preferred Shares at a
    meeting of such holders called for such purpose, the Corporation will not
    create, authorize or issue any Senior Securities or Parity Securities.

                   (h) Without the written consent of holders of a majority of
    the outstanding HTMF Issued Series A Preferred Shares or the vote of holders
    of a majority of the outstanding HTMF Issued Series A Preferred Shares at a
    meeting of the holders of


                                      -25-
<PAGE>

      HMTF Issued Series A Preferred Shares called for such purpose, the
      Corporation shall not, in a single transaction or series of related
      transactions, consolidate or merge with or into, or sell, assign,
      transfer, lease, convey or otherwise dispose of all or substantially all
      of its assets to, any person or adopt a plan of liquidation unless: either
      (1) the Corporation is the surviving or continuing person and the Series A
      Preferred Stock shall remain outstanding without any amendment that would
      adversely affect the preferences, rights or powers of the Series A
      Preferred Stock or (2) (i) the person (if other than the Corporation)
      formed by such consolidation or into which the Corporation is merged or
      the person which acquires by conveyance, transfer or lease the properties
      and assets of the Corporation substantially as an entirety or in the case
      of a plan of liquidation, the person to which assets of the Corporation
      have been transferred, shall be a corporation, partnership or trust
      organized and existing under the laws of the United States or any State
      thereof or the District of Columbia and (ii) the Series A Preferred Stock
      shall be converted into or exchanged for and shall become shares of such
      successor, transferee or resulting person, having in respect of such
      successor, transferee or resulting person, the same powers, preferences
      and relative participating, optional or other special rights and the
      qualifications, limitations or restrictions thereon, that the Series A
      Preferred Stock had immediately prior to such transaction. For purposes of
      the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
      single transaction or series of related transactions) of all or
      substantially all of the properties or assets of one or more subsidiaries
      of the Corporation, the Capital Stock of which constitutes all or
      substantially all of the properties and assets of the Corporation, shall
      be deemed to be the transfer of all or substantially all of the properties
      and assets of the Corporation.

            (i) In exercising the voting rights set forth in this paragraph 9,
      except as otherwise provided in paragraph 9(b), each share of Series A
      Preferred Stock shall have one vote per share, except that when any other
      series of preferred stock shall have the right to vote with the Series A
      Preferred Stock as a single class on any matter, then the Series A
      Preferred Stock shall have with respect to such matters one vote per
      $1,000 (or fraction thereof) of the aggregate Liquidation Preference plus
      Special Amounts. Except as otherwise required by applicable law or as set
      forth herein, the shares of Series A Preferred Stock shall not have any
      relative, participating, optional or other special voting rights and
      powers and the consent of the holders thereof shall not be required for
      the taking of any corporate action.

            (j) Upon the occurrence of a Change of Control if the Corporation
      shall have failed to make the Change of Control Offer in accordance with
      paragraph 11 hereof, thereafter, but subject to the provisions of
      paragraph 12(d) hereof, the consent of the holders of a majority of the
      shares of the HMTF Issued Series A Preferred Shares, voting as a separate
      class, shall also be required to approve (i) any subsequent merger,
      consolidation, recapitalization or other business combination involving
      the Corporation or any material subsidiary, (ii) a sale of 50% or more of
      the assets of the Corporation on a consolidated basis, and (iii) the
      payment of any cash dividends to holders of, or the redemption or
      repurchase of, Pari Passu Securities or Junior Securities.


                                      -26-
<PAGE>

            10. Change of Control Payment. Notwithstanding anything to the
contrary contained in paragraph 4(b) hereof, upon the occurrence of a Change of
Control prior to the fifth anniversary of the Issue Date of the Series A
Preferred Stock, the Corporation shall pay, and the holders of the shares of
Series A Preferred Stock shall be entitled to receive, an amount (the "Change of
Control Payment") payable in shares of Series A Preferred Stock, cash or any
combination thereof, at the option of the Corporation, on each outstanding share
of Series A Preferred Stock, equal to the excess of (1) the amount that the
Liquidation Preference on one share of Series A Preferred Stock would be if (i)
such share had been outstanding from the date of original issuance of the Series
A Preferred Stock to the fifth anniversary of the date of original issuance of
the Series A Preferred Stock and no dividends had been declared and paid on such
share and (ii) such fifth anniversary was a Dividend Payment Date (such that the
accumulated dividends thereon would have been added to the Liquidation
Preference thereof) over (2) the amount of the actual Liquidation Preference of
such outstanding share of Series A Preferred Stock on the Change of Control date
plus the amount of any dividends previously received (i.e. declared and paid)
thereon. The Change of Control Payment shall not affect (i) the right of the
holders of shares of Series A Preferred Stock to convert such shares pursuant to
paragraph 8 hereof, (ii) the continued accrual of dividends pursuant to
paragraph 4(a) on the outstanding shares of Series A Preferred Stock during such
five-year period or thereafter, (iii) except as expressly set forth in this
subparagraph 10, any other provision hereof relating to the payment of dividends
or (iv) the provisions of paragraph 11 or paragraph 12 hereof. Notwithstanding
the foregoing, the Change of Control Payment payable pursuant to this paragraph
10 shall be subject to the following limitations:

            (1)   Upon a Change of Control on or prior to the second anniversary
                  of the date of the initial issuance of the Series A Preferred
                  Stock, the aggregate Change of Control Payment shall not
                  exceed the amount of shares or cash necessary to ensure that
                  if all of the shares of Series A Preferred Stock then
                  outstanding were converted or redeemed for cash on such date,
                  the holders of such Series A Preferred Stock would receive
                  aggregate consideration with a fair market value determined as
                  set forth in paragraph 8(g)(ii) hereof of no less than the
                  product of (i) three (3), multiplied by (ii) the aggregate
                  Liquidation Preference on the date of the Change of Control of
                  all outstanding shares of Series A Preferred Stock.

            (2)   Upon a Change of Control after the second anniversary, but on
                  or prior to the third anniversary, of the date of the initial
                  issuance of the Series A Preferred Stock, the aggregate Change
                  of Control Payment shall not exceed the amount of


                                      -27-
<PAGE>

                  shares or cash necessary to ensure that if all of the shares
                  of Series A Preferred Stock then outstanding were converted or
                  redeemed for cash on such date, the holders of such Series A
                  Preferred Stock would receive aggregate consideration with a
                  fair market value determined as set forth in paragraph 8(g)
                  (ii) hereof of no less than the product of (i) four (4),
                  multiplied by (ii) the aggregate Liquidation Preference on the
                  date of the Change of Control of all outstanding shares of
                  Series A Preferred Stock.

            (3)   Upon a Change of Control after the third anniversary, but on
                  or prior to the fourth anniversary of, the date of the initial
                  issuance of the Series A Preferred Stock, the aggregate Change
                  of Control Payment shall not exceed the amount of shares or
                  cash necessary to ensure that if all of the shares of Series A
                  Preferred Stock then outstanding were converted or redeemed
                  for cash on such date, the holders of such Series A Preferred
                  Stock would receive aggregate consideration with a fair market
                  value determined as set forth in paragraph 8(g) (ii) hereof of
                  no less than the product of (i) five (5), multiplied by (ii)
                  the aggregate Liquidation Preference on the date of the Change
                  of Control of all outstanding shares of Series A Preferred
                  Stock.

            (4)   Upon a Change of Control after the fourth anniversary, but
                  prior to the fifth anniversary of, the date of the initial
                  issuance of the Series A Preferred Stock, the aggregate Change
                  of Control Payment shall not exceed the amount of shares or
                  cash necessary to ensure that if all of the shares of Series A
                  Preferred Stock then outstanding were converted or redeemed
                  for cash on such date, the holders of such Series A Preferred
                  Stock would receive aggregate consideration with a fair market
                  value determined as set forth in paragraph 8(g)(ii) hereof of
                  no less than the product of (i) six (6), multiplied by (ii)
                  the aggregate Liquidation Preference on the date of the Change
                  of Control of all outstanding shares of Series A Preferred
                  Stock.

            11. Change of Control Offer.


                                      -28-
<PAGE>

            (a) Upon the occurrence of a Change of Control, the Corporation
      shall have the right, but not the obligation, to offer (the "Change of
      Control Offer") to repurchase the shares of Series A Preferred Stock at a
      purchase price per share in cash equal to 101% of the Liquidation
      Preference of each share of Series A Preferred Stock repurchased, plus
      101% of the Special Amount in respect of such share, plus an amount equal
      to 101% of all dividends and the Additional Amount accrued and unpaid
      thereon from the last Dividend Payment Date to the date fixed for
      repurchase (the "Change of Control Purchase Amount"). Within 20 days
      following any Change of Control, the Corporation shall mail a notice to
      each holder of shares of Series A Preferred Stock (with a copy to the
      Registrar) describing the transaction or transactions that constitute the
      Change of Control and, if the Corporation so elects, offering to
      repurchase shares of Series A Preferred Stock on a date specified in such
      notice (the "Change of Control Purchase Date"), which date shall be no
      earlier than 90 days and no later than 120 days from the date such notice
      is mailed, pursuant to the procedures required by Section 6 and described
      in such notice. The failure of the Corporation to make such Change of
      Control Offer within such 20-day period shall constitute an irrevocable
      waiver of the Corporation's right to make such Change of Control Offer
      solely with the respect to the relevant Change of Control and shall result
      in the increased dividend rate referred to in paragraph 4 (a) hereof and
      the special voting rights referred to in 9(j) hereof becoming applicable
      effective as of the date of the Change of Control. The Corporation shall
      comply with the requirements of Rule 14e-1 under the Exchange Act and any
      other securities laws and regulations to the extent such laws and
      regulations are applicable in connection with the repurchase of the Series
      A Preferred Stock as a result of a Change of Control.

            (b) On the Change of Control Purchase Date, the Corporation shall,
      to the extent lawful:

            (1) accept for payment all shares of Series A Preferred Stock
                properly tendered pursuant to the Change of Control Offer;

            (2) deposit with the paying agent an amount equal to the Change of
                Control Purchase Amount in respect of all shares of Series A
                Preferred Stock so tendered; and

            (3) deliver or cause to be delivered to the Registrar all
                certificates for shares of Series A Preferred Stock so accepted
                together with an officer's certificate stating the aggregate
                number of shares being purchased by the Corporation.

            (c) The paying agent shall promptly mail to each holder of shares of
      Series A Preferred Stock so tendered the Change of Control Purchase Amount
      for


                                      -29-
<PAGE>

      such shares of Series A Preferred Stock, and the Registrar shall promptly
      authenticate and mail (or cause to be transferred by book entry) to each
      holder a new certificate for any shares of Series A Preferred Stock not
      tendered that are represented by the surrendered certificate. The
      Corporation shall notify each holder of Series A Preferred Stock the
      results of the Change of Control Offer on or as soon as practicable after
      the Change of Control Purchase Date.

            (d) The provisions of this paragraph that permit the Corporation to
      make a Change of Control Offer shall be applicable regardless of whether
      any other provisions of this certificate are applicable. Except as set
      forth in this paragraph, no holder of shares of Series A Preferred Stock
      shall have any right to require the Corporation to repurchase or redeem
      the shares of Series A Preferred Stock in the event of a takeover,
      recapitalization or other similar transaction.

                    12. Purchase Offer.

            (a) If the Corporation shall elect not to make, or shall fail to
      make, the Change of Control Offer following the occurrence of a Change of
      Control pursuant to paragraph 11 hereof within the 20-day period specified
      therein, then in addition to the redemption rights that the Corporation
      may exercise pursuant to paragraph 6 hereof after November 5, 2004, the
      Corporation shall also have the right (but not the obligation), at any
      time and from time to time prior to November 5, 2004, to offer (the
      "Purchase Offer") to repurchase the shares of Series A Preferred Stock at
      a purchase price per share in cash equal to 101% of the Liquidation
      Preference of each share of Series A Preferred Stock repurchased, plus
      101% of the Special Amount in respect of such share, plus an amount equal
      to 101% of all dividends and the Additional Amount accrued and unpaid
      thereon from the last Dividend Payment Date to the date fixed for
      repurchase (the "Purchase Payment"). If the Corporation elects to make a
      Purchase Offer, the Corporation shall mail a notice to each holder of
      shares of Series A Preferred Stock (with a copy to the Registrar) offering
      to repurchase shares of Series A Preferred Stock on a date specified in
      such notice (the "Purchase Payment Date"), which date shall be no earlier
      than 90 days and no later than 120 days from the date such notice is
      mailed, pursuant to the procedures required by Section 6 and described in
      such notice. The Corporation shall comply with the requirements of Rule
      14e-1 under the Exchange Act and any other securities laws and regulations
      to the extent such laws and regulations are applicable in connection with
      the repurchase of the Series A Preferred Stock hereunder.

                  (b) On the Purchase Payment Date, the Corporation shall, to
the extent lawful:

                  (1)   accept for payment all shares of Series A Preferred
                        Stock properly tendered pursuant to the Purchase Offer;


                                      -30-
<PAGE>

                  (2)   deposit with the paying agent an amount equal to the
                        Purchase Payment in respect of all shares of Series A
                        Preferred Stock so tendered; and

                  (3)   deliver or cause to be delivered to the Registrar all
                        certificates for shares of Series A Preferred Stock so
                        accepted together with an officer's certificate stating
                        the aggregate number of shares being purchased by the
                        Company.

                  (c) The paying agent shall promptly mail to each holder of
shares of Series A Preferred Stock so tendered the Purchase Payment for such
shares of Series A Preferred Stock, and the Registrar shall promptly
authenticate and mail (or cause to be transferred by book entry) to each such
holder a new certificate for any shares of Series A Preferred Stock not tendered
that are represented by the surrendered certificate. The Corporation shall
notify the holders of Series A Preferred Stock the results of the Purchase Offer
on or as soon as practicable after the Purchase Payment Date.

                  (d) If a holder of shares of Series A Preferred Stock elects
not to, or otherwise fails to, properly tender shares of Series A Preferred
Stock into the Purchase Offer, then (i) with respect to each share of Series A
Preferred Stock that such holder fails to tender, the Liquidation Preference,
the Special Amount and all dividends and the Additional Amount that have accrued
thereon or been paid thereon in shares of Series A Preferred Stock from the
effective date of any increase in the dividend rate effected pursuant to
paragraph 4 (following the failure of the Company to make the Change of Control
Offer) through the expiration date of the Purchase Offer made pursuant to
paragraph 12 shall be recalculated as if the dividend rate applicable to each
share of Series A Preferred Stock for such period had been seven and one-half
percent (7.5%); (ii) any dividends and any Additional Amount applicable to
periods following the expiration of the Purchase Offer with respect to each such
share shall be computed at a rate of seven and one-half percent (7.5%) per
annum; (iii) the amount of dividends and the Additional Amount payable for each
full Dividend Period for the Series A Preferred Stock applicable to periods
following the expiration of the Purchase Offer shall be computed by dividing
seven and one-half percent (7.5%) by four (4); and (iv) the special voting
provisions provided in paragraph 9(j) shall terminate on the expiration date of
the Purchase Offer, in each case subject to reinstatement upon a subsequent
Change of Control.

            13. Limitation and Rights Upon Insolvency. Notwithstanding any other
provision of this Certificate of Designations, the Corporation shall not be
required to pay any dividend on, or to pay any amount in respect of any
redemption of, the Series A Preferred Stock at a time when immediately after
making such payment the Corporation is or would be


                                      -31-
<PAGE>

rendered insolvent (as defined by applicable law), provided that the obligation
of the Corporation to make any such payment shall not be extinguished in the
event the foregoing limitation applies.

            14. Reports. So long as any of the Series A Preferred Stock is
outstanding, in the event the Corporation is not required to file quarterly and
annual financial reports with the Securities and Exchange Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act, the Corporation will furnish
the holders of the Series A Preferred Stock with reports containing the same
information as would be required in such reports.

            15. Notice. Except as may otherwise be provided for herein, all
notices referred to herein shall be in writing, and all notices hereunder shall
be deemed to have been given upon, the earlier of receipt of such notice or
three Business Days after the mailing of such notice if sent by registered mail
(unless first-class mail shall be specifically permitted for such notice under
the terms of this Certificate of Designations) with postage prepaid, addressed:
if to the Corporation to Globix Corporation, 139 Centre Street, New York, New
York, 10012, Attention: Chief Financial Officer, or to an agent of the
Corporation designated as permitted by the Certificate of Incorporation or, if
to any holder of the Series A Preferred Stock, to such holder at the address of
such holder of the Series A Preferred Stock as listed in the stock record books
of the Corporation; or to such other address as the Corporation or holder, as
the case may be, shall have designated by notice similarly given.

      16. General Provisions. (a) The term "Person" as used herein means any
corporation, limited liability company, partnership, trust, organization,
association, other entity or individual.

            (b) The term "outstanding", when used with reference to shares of
      stock, shall mean issued shares, excluding shares held by the Corporation
      or a subsidiary.

            (c) The headings of the paragraphs, subparagraphs, clauses and
      subclauses of this Certificate of Designations are for convenience of
      reference only and shall not define, limit or affect any of the provisions
      hereof.

            (d) Each holder of shares of Series A Preferred Stock, by acceptance
      thereof, acknowledges and agrees that payments of dividends, interest,
      premium and principal on, and exchange, redemption and repurchase of, such
      securities by the Corporation are subject to restrictions on the
      Corporation contained in certain credit and financing agreements.

IN WITNESS WHEREOF, Globix Corporation has caused this Certificate of
Designations to be signed and attested by the undersigned this 3rd day of
December, 1999.

                                          GLOBIX CORPORATION


                                      -32-
<PAGE>

                                          By:  /s/ Brian L. Reach
                                             -------------------------------
                                          Name: Brian L. Reach
                                          Title: Chief Financial Officer


                                          By:  /s/ Paul Asher
                                             -------------------------------
                                          Name: Paul Asher
                                          Title: Secretary


                                      -33-
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               GLOBIX CORPORATION

            UNDER SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW

      Globix Corporation, a corporation organized and existing under the laws of
the State of Delaware under the laws of the State of Delaware (the
"Corporation") hereby certifies as follows:

      1.The name of the Corporation is Globix Corporation.

      2.The Certificate of Incorporation of the Corporation was filed with the
Secretary of State of Delaware, Division of Corporations on September 29, 1995
under the name Bell Technology Group Ltd.

      3.The amendment of the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to increase the number of shares
authorized common stock of the corporation.

      4. To accomplish the foregoing amendment, Article FOURTH of the
Certificate of Incorporation of the Corporation, is hereby amended to read as
follows:

      "FOURTH: The Corporation shall have the authority to issue five hundred
      million (500,000,000) shares of Common Stock having a par value of $.01
      per share. The Corporation shall also have the authority to issue five
      million (5,000,000) shares of Preferred Stock having a par value of $.01
      per share (the "Preferred Shares"). The Board of Directors of the
      Corporation (the "Board") shall have the right to authorize, by resolution
      of the Board adopted in accordance with the By-laws of the Corporation,
      the issuance of the Preferred Shares and, in connection therewith, to (a)
      cause such shares to be issued in series; (b) fix the annual rate of
      dividends payable with respect to the Preferred shares or series thereof;
      (c) fix the amount payable upon redemption of the Preferred shares; (d)
      fix the amount payable upon liquidation or dissolution of the Company; (e)
      fix provisions as to voting rights, if any; and (e) fix such other rights,
      powers and preferences as the Board shall determine."

      5.The foregoing amendment of the Certificate of Incorporation of the
Corporation was authorized by a vote of Board of Directors of the Corporation,
followed by a vote of the holders of a majority of all outstanding shares of the
Corporation entitled to vote on said amendment of the Certificate of
Incorporation.


                                      -1-
<PAGE>

      IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.


April 4, 2000

                                          By:  /s/ Marc H. Bell
                                             ----------------------------
                                                    Marc H. Bell
                                              Chairman, President and
                                               Chief Executive Officer


                                          Attest:

                                          By:    /s/ Paul Asher
                                             ---------------------------
                                                Paul Asher, Secretary


                                      -2-