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                                                                     EXHIBIT 4.1


                           AUTHENTIDATE HOLDING CORP.

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                     RIGHTS AND NUMBER OF SHARES OF SERIES C
                           CONVERTIBLE PREFERRED STOCK


                         Pursuant to Section 151 of the
                        Delaware General Corporation Law

         The undersigned President and Secretary, respectively, of AUTHENTIDATE
HOLDING CORP., a Delaware corporation (the "Corporation"), hereby certify that
pursuant to authority granted to and vested in the Board of Directors of the
corporation by the provisions of the Certificate of Incorporation and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, its Board of Directors has duly adopted the following
resolutions creating the Series C Convertible Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by the Corporation's Certificate of Incorporation,
a series of preferred stock of the Corporation be, and it hereby is, created out
of the 4,951,900 shares of authorized but unissued shares of the preferred
stock, par value $.10 per share, of the Corporation, such series to be
designated Series C Convertible Preferred Stock (the "Series C Preferred
Stock"), to consist of 4,000 shares, par value $.10 per share, of which the
preferences and relative and other rights, and the qualifications, limitations
or restrictions thereof, shall be (in addition to those set forth in the
Corporation's Certificate of Incorporation) as follows:

         1.       CERTAIN DEFINITIONS

                  Unless the context otherwise requires, the terms defined in
this paragraph 1 shall have, for all purposes of this resolution, the meanings
herein specified.

         Closing Price: The term "Closing Price" shall mean on the Original
Issue Date, the closing price of the Corporation's Common Stock as reported on
the Nasdaq Stock Market or the principal securities exchange on which the Common
Stock is listed.

         Common Stock: The term "Common Stock" shall mean all shares now or
hereafter authorized of any class of Common Stock, par value $.001 per share, of
the Corporation, and any other stock of the Corporation, howsoever designated,
authorized after the Issue Date, which has the right (subject always to prior
rights of any class or series of preferred stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

         Conversion Price: The term "Conversion Price" shall mean the price at
which shares of Common Stock shall be delivered upon the conversion of the
Series C Shares, which price shall
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be initially 85% of the Closing Price, subject to the adjustments set out in
Section 6 of this Certificate of Designation.

         Conversion Shares: The shares of Common Stock issued or issuable to the
Holders upon conversion thereof in accordance with the terms hereof.

         Holder(s): The holder(s) of the outstanding share(s) of Series C
Preferred Stock.

         Issue Date: The term "Issue Date" shall mean the date that shares of
Series C Preferred Stock are first issued by the Corporation.

         Issue Price: The term "Issue Price" shall mean the per share initial
sale price of the Series C Preferred Stock of $1,000 issued by the Corporation.

         Liquidation Payment: The Liquidation Payment shall be an amount paid in
cash equal to the sum of : (i) the Issue Price; and (ii) all accrued but unpaid
dividends on the Series C Preferred Stock to the date fixed for liquidation.

         Majority Holders: The Holders of a majority of the shares of Series C
Preferred Stock outstanding at the time of such determination.

         Market Price: Market Price shall be deemed to be the last reported sale
price, or, in case no such reported sale takes place on such day, the average of
the last reported sale prices for the preceding three trading days, in either
case as officially reported by the principal securities exchange on which the
Common Stock is listed or admitted to trading or as reported in the Nasdaq
National Market System, or, if the Common Stock is not listed or admitted to
trading on any national securities exchange or quoted on the Nasdaq National
Market System, the last reported sale price as furnished by the National
Association of Securities Dealers, Inc. through Nasdaq or similar organization
if Nasdaq is no longer reporting such information, or if the Common Stock is not
quoted on Nasdaq, as determined in good faith by resolution of the Board of
Directors of the Company, based on the best information available to it for the
two days immediately preceding the Exchange Date.

         Original Issue Date: The date a share of Series C Preferred Stock was
first issued by the Corporation.

         Purchase Agreement: A certain agreement dated as of the date of this
Designation between the Corporation and Banca del Gottardo.

         Redemption Date: The term "Redemption Date" shall mean any date set by
the Corporation for redemption of all or a part of the Series C Preferred Stock
in accordance with Section 6 hereof.



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         Redemption Price. The term "Redemption Price" shall mean the aggregate
of: (1) the Issue Price; and (2) accrued and unpaid dividends as of the
Redemption Date.

         Subsidiary: The term "Subsidiary" shall mean any corporation of which
shares of stock possessing at least a majority of the general voting power in
electing the board of directors are, at the time as of which any determination
is being made, owned by the Corporation, whether directly or indirectly through
one or more Subsidiaries.

         2.       RANK

         The Series C Preferred Stock shall, with respect to dividend rights and
rights on liquidation, winding up and dissolution, rank (a) junior to the
Corporation's Series B Preferred Stock and any other series of Preferred Stock
hereafter established by the Board of Directors and, as required by Section 7,
approved by the affirmative vote of the Majority Holders (collectively referred
to herein as the "Senior Securities"); (b) on a parity with any other series of
Preferred Stock established by the Board of Directors and, as required by
Section 7, approved by the affirmative vote of the Majority Holders, the terms
of which shall specifically provide that such series shall rank on a parity with
the Series C Preferred Stock (the Series C Preferred Stock and any such other
securities are referred to herein collectively as the "Parity Securities"), and
(c) prior to any other equity securities of the Corporation, including the
Common Stock, all of such equity securities of the Corporation to which the
Series C Preferred Stock ranks prior, including the Common Stock, are referred
to herein collectively as the "Junior Securities".

         3.       DIVIDENDS

                  (a) Subject to the limitations described below, holders of
shares of the Series C Preferred Stock will be entitled to receive, when, as and
if declared by the Board of Directors out of funds of the Corporation legally
available for payment, dividends in cash, or at the option of the Corporation,
in additional shares of Common Stock of the Corporation, at an annual rate of 4%
per share, payable annually and commencing one year from the Original Issue Date
and thereafter on each anniversary of the Original Issue Date. Dividends will be
cumulative from the Original Issue Date and will be payable to holders of record
as they appear on the stock books of the Corporation on the tenth business day
prior to the dividend payment date. In the event the Corporation elects to pay
dividends to the Holders in additional shares of Common Stock, such distribution
shall be based upon a price per share of Common Stock equal to the average
closing price of the Common Stock for the five (5) trading days ending on the
day prior to the dividend payment date, as reported on the NASDAQ National
Market System or the principal securities exchange on which the Common Stock is
listed. All fractional shares resulting from the issuance of dividends payable
in stock shall be rounded up or down to the nearest whole share If any dividend
payment date is not a business day, such dividend payment date shall be the next
succeeding business day.



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                  (b) All dividends paid with respect to shares of the Series C
Preferred Stock pursuant to paragraph (3)(a) shall be paid pro rata to the
Holders entitled thereto.

                  (c) Notwithstanding anything contained herein to the contrary,
no cash dividends on shares of the Series C Preferred Stock, the Parity
Securities or the Junior Securities shall be declared by the Board of Directors
or paid or set apart for payment by the Corporation (i) unless all accrued and
unpaid dividends on the Senior Securities for all prior periods and the current
period have been paid or declared and set apart for payment; and (ii) at any
time that the terms or provisions of any indenture or agreement of the
Corporation, including any agreement relating to its indebtedness, specifically
prohibits such declaration, payment or setting apart for payment or that such
declaration, payment or setting apart for payment would constitute (after notice
or lapse of time or otherwise) a breach of or a default under any such indenture
or agreement; provided, however, than nothing herein contained shall in any way
or under any circumstances be construed or deemed to require the Board of
Directors to declare or the Corporation to pay or set apart for payment any cash
dividends at any time, whether permitted by any of such agreements or not.

                  (d) (i) No full dividends shall be declared or paid or set
apart for payment on any Parity securities for any period unless full cumulative
dividends 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
C Preferred Stock for all dividend payment periods terminating on or prior to
the date of payment of such full cumulative dividends. If any dividends are not
paid in full, as aforesaid, upon the shares of the Series C Preferred Stock and
any other Parity Securities, all dividends declared upon shares of the Series C
Preferred Stock and any other Parity Securities shall be declared pro rata so
that the amount of dividends declared per share on the Series C Preferred Stock
and such other Parity Securities shall in all cases bear to each other the same
ratio that accrued dividends per share on the Series C Preferred Stock and such
other Parity securities bear to each other. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments on
the Series C Preferred Stock or any other Parity Securities which may be in
arrears.

                  (ii) Any dividend not paid pursuant to paragraph (3)(a) hereof
or this paragraph (3)(d) shall be fully cumulative and shall accrue (whether or
not declared), without interest, as set forth in paragraph (3)(a) hereof.

                  (e) (i) The Holders shall be entitled to receive the dividends
provided for in paragraph (3)(a) hereof in preference to and in priority over
any dividends upon any of the Junior Securities. The Corporation shall not
declare, pay or set apart for payment any dividend on any Junior Securities or
make any payment on account of, or set apart for payment money for a sinking or
other similar fund for, the purchase, redemption or other retirement of, any
Junior Securities or any warrants, rights, calls or options exercisable for or
convertible into any Junior Securities, or make any distribution in respect
thereof, either directly or indirectly, and whether in cash, obligations or
shares of the Corporation, or other property, to the holders thereof, and


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shall not permit any corporation or other entity directly or indirectly
controlled by the Corporation to purchase or redeem any of the Junior Securities
or any warrants, rights, calls or options exercisable for or convertible into
any of the Junior Securities, unless prior to or concurrently with such
declaration, payment, setting apart for payment, purchase or distribution, as
the case may be, all accrued and unpaid dividends on shares of any Series C
Preferred Stock shall have been or be duly paid in full and all redemption
payments which have become due with respect to such Series C Preferred Stock
shall have been or be duly discharged.

                  (ii) Subject to the forgoing provisions of this Section (3)
the Board of Directors may declare, and the Corporation may pay or set apart for
payment, dividends and other distributions on any of the Junior Securities, and
may purchase or otherwise redeem any of the Junior Securities or any warrants,
rights or options exercisable for or convertible into any of the Junior
Securities, and the Holders shall not be entitled to share therein.

                  (f) All payments of dividends pursuant to this Section by the
Corporation shall be made with deduction for or on account of any present or
future tax, assessment or other governmental charge ("Taxes") imposed upon such
payment by the United States of America or any political subdivision or taxing
authority thereof or therein (the "United States").

         4.       DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP

                  (a) (i) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
Holders shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders an amount in cash equal to the
Liquidation Payment for each share outstanding before any payment shall be made
or any assets distributed to the holders of any of the Junior Securities. If the
assets of the Corporation are not sufficient to pay in full the Liquidation
Payments payable to the Holders or any other Parity Securities, then the holders
of all such shares shall share ratably in such distribution of assets in
accordance with the amount which would be payable on such distribution if the
amounts to which the Holders and the holders of outstanding shares of such other
Parity Securities are entitled were paid in full.

                  (ii) The Holders will not be entitled to receive the
Liquidation Payment of such shares until the liquidation payments of the
Corporation's Senior Securities now existing or hereafter issued has been paid
in full.

                  (iii) In addition to the Liquidation Payment, and after the
Liquidation Payment has been paid in full, the Holders shall be entitled to
share ratably in the distribution of assets of the Corporation, if any,
available for distribution to the holders of Common Stock, as if the Series C
Preferred Stock been converted immediately prior to the record date for such
distribution.



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                  (b) The Liquidation Payment with respect to each fractional
share of the Series C Preferred Stock outstanding or accrued but unpaid shall be
equal to a ratably proportionate amount of the Liquidation Payment with respect
to each outstanding share of Series C Preferred Stock.

                  (c) For the purposes of this Section (4), neither the
voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of
stock, securities or their consideration) of all or substantially all the
property or assets of the Corporation or the consolidation or merger of the
Corporation with one or more other corporations shall be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, unless such
voluntary sale, conveyance, lease, exchange or transfer shall be in connection
with a dissolution or winding up of the business of the Corporation.

         5.       REDEMPTION

         The shares of Series C Preferred Stock shall be redeemable at any time
by the Corporation, at its option, as follows:

                  (a) The Series C Preferred Stock is redeemable at any time
commencing one year after the Closing at the option of the Corporation, on not
less than 30 nor more than 60 days written notice to the Holders at a redemption
price equal to the Issue Price plus accrued and unpaid dividends, provided (i)
the public sale of the shares of Common Stock issuable upon conversion of the
Series C Preferred Stock (the "Conversion Shares") are covered by an effective
registration statement or are otherwise exempt from registration; and (ii)
during each of the immediately preceding 20 consecutive trading days ending
within 10 days of the date of the notice of redemption, the Market Price of the
Corporation's Common Stock is not less than 200% of the Conversion Price,
subject to adjustments for stock splits, stock dividends, combinations of
shares, corporate reorganizations or like events.

                  (b) Notwithstanding anything contained herein to the contrary,
the Corporation may not purchase, redeem or acquire any shares of the Series C
Preferred Stock, the Parity Securities or the Junior Securities unless all
accrued and unpaid dividends on the Senior Securities for all prior periods and
the current period have been paid or declared and set apart for payment

                  (c) The Corporation may not elect to redeem less than all of
the outstanding shares of Series C Preferred Stock, unless with the consent of
the majority of the Holders. In the event that the Corporation has failed to pay
accrued and unpaid dividends on the Series C Preferred Stock, it may not redeem
the then outstanding shares of the Series C Preferred Stock, until all such
accrued and unpaid dividends and the then current annual dividend have been paid
in full.

                  (d) There shall be no mandatory redemption or sinking fund
obligation with respect to the Series C Preferred Stock.



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                  (e) Prior to redemption, the Corporation shall deliver to each
record holder of Series C Preferred Stock notice of its intention to redeem all
or part of the shares of Series C Preferred Stock. The notice shall state the
Redemption Date, which date shall be a business day. Notice of redemption shall
be mailed (by United States first class mail) at least 30 days but not more than
60 days before the redemption date to each holder of record of shares of Series
C Preferred Stock to be redeemed at the address shown on the stock books of the
Corporation. Unless a holder of Series C Preferred Stock elects to convert his
Series C Preferred Stock prior to 5:00 p.m. (Eastern Standard Time) on the
Redemption Date, he shall return any and all original share certificates
representing Series C Preferred Stock to be redeemed to the Corporation (or such
other place at set forth in the notice of redemption). At 5:00 p.m. (Eastern
Standard Time) on the Redemption Date, the right of any holder to convert their
shares of Series C Preferred Stock shall terminate. After the Redemption Date,
dividends will cease to accrue on the shares of Series C Preferred Stock called
for redemption, and all rights of the holders of such shares will terminate
except the right to receive the redemption price without interest (unless the
Corporation defaults in the payment of the redemption price). The Corporation
shall deliver the Redemption Price within 10 days after receipt by the
Corporation of the original shares of Series C Preferred Stock returned by the
holder to the Corporation. The shares of Series C Preferred Stock redeemed by
the Corporation will be restored to the status of authorized but unissued shares
of preferred stock, without designation as to series, and may thereafter be
issued, but not as shares of Series C Preferred Stock.

         6.       CONVERSION RIGHTS

                  The Series C Preferred Stock shall be convertible into Common
Stock as follows:

                  (a) Voluntary Conversion. Subject to and upon compliance with
the provisions of this Section 6, unless previously redeemed by the Corporation,
the Holders have the right, at such Holder's option, at any time, and from time
to time, commencing on the earlier of (a) one year from the Issue Date or (b)
the effective date of a registration statement filed with the Securities and
Exchange Commission covering the issuance and resale of the Conversion Shares,
to convert such Holder's shares of Series C Preferred Stock into fully paid and
nonassessable shares of Common Stock. The number of shares of Common Stock
issuable upon conversion of each share of this Series C Preferred Stock shall be
equal to the Issue Price divided by the Conversion Price in effect at the time
of conversion, determined as hereinafter provided. The price at which shares of
Common Stock shall be delivered upon conversion shall be initially 85% of the
Closing Price (subject to the adjustments set out in this Section 6). The right
to convert shares called for redemption pursuant to Section 5 shall terminate on
the earlier of five years from the Issue Date or the close of business on the
date fixed for such redemption unless the Corporation shall default in making
payment of the amount payable upon such redemption.

                  (b) Automatic Conversion. All of the outstanding shares of
Series C Preferred Stock shall be automatically converted into fully paid and
nonassessable shares of Common Stock, without any further action of the Holders,
at the Conversion Price (i) on the earlier of the date five


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years from the Issue Date or (ii) the first date following the one-year
anniversary of the date that a registration statement covering the Conversion
Shares becomes effective and that the Market Price of the Corporation's Common
Stock is at least 200% of the Conversion Price for twenty consecutive trading
days.

                  (c) The Holders at the close of business on a dividend payment
record date shall be entitled to receive the dividend payable on such shares on
the corresponding dividend payment date notwithstanding the conversion thereof
or the Corporation's default in payment of the dividend due on such Dividend
Payment Date (except that holders of shares called for redemption on a
redemption date between such record date and the dividend payment date shall not
be entitled to receive such dividend on such dividend payment date). A Holder on
a dividend payment record date who (or whose transferee) surrenders any of such
shares for conversion into shares of Common Stock on a Dividend Payment Date
will receive the dividend payable by the Corporation on such shares of Series C
Preferred Stock on such date. Except as provided above, the Corporation shall
make no payment or allowance for unpaid dividends, whether or not in arrears, on
converted shares or for dividends on the shares of Common Stock issued upon such
conversion.

                  (d) (i) Conversion Procedure. In order to exercise the
conversion privilege, the Holders of each share of Series C Preferred Stock to
be converted shall surrender the certificate representing such share to the
Chief Financial Officer of the Corporation or the Agent appointed for such
purpose by the Corporation, with the Notice of Election to Convert on the back
of said certificate completed and signed. Unless the shares of Common Stock
issuable on conversion are to be issued in the same name in which such share of
Series C Preferred Stock is 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 such holder's duly authorized
attorney and an amount sufficient to pay any transfer or similar tax.

                  (ii) As promptly as practicable after the surrender of the
certificates for shares of Series C Preferred Stock as aforesaid, the
Corporation shall issue or cause to be issued, and shall deliver or cause to be
delivered, at such office to such Holder, or on his written order, a certificate
or certificates for the number of full shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this Section 6,
and any fractional interest in respect of a share of Common Stock arising upon
such conversion shall be settled in cash with the value of a share of Common
Stock deemed equal to the Conversion Price.

                  (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 C Preferred Stock shall have been surrendered and such
notice received by the Corporation as aforesaid, and the person or persons 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
or holders of record of the shares represented thereby at such time on such
date, unless the stock transfer books of the Corporation shall be closed on that
date, in which event such person or


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persons shall be deemed to have become such holder or holders of record at the
close of business on the next succeeding day on which such stock transfer books
are open, and such notice received by the Corporation. All shares of Common
Stock delivered upon conversion of the Series C Preferred Stock will upon
delivery be duly and validly issued and fully paid and nonassessable, free of
all liens and charges and not subject to any preemptive rights.

                  (e) Conversion Rate Adjustments. The Conversion Rate shall be
subject to adjustment from time to time as follows:

                           (i) Subdivisions, Reclassifications or Combinations.
If the Corporation shall (A) subdivide or reclassify the outstanding shares of
Common Stock into a greater number of shares, or (B) combine or reclassify the
outstanding Common Stock into a smaller number of shares, the Conversion Rate in
effect at the time of the record date for such subdivision, combination or
reclassification shall be proportionately adjusted so that the holder of any
shares of Series C Preferred Stock surrendered for conversion after such date
shall be entitled to receive the number of shares of Common Stock which he would
have owned or been entitled to receive had such Series C Preferred Stock been
converted immediately prior to such date. Successive adjustments in the
Conversion Rate shall be made whenever any event specified above shall occur.

                           (ii) Consolidation, Merger, Sale or Conveyance. In
case of any consolidation or merger of the Corporation with any other
corporation (other than a wholly owned subsidiary), or in case of sale or
transfer of all or substantially all of the assets of the Corporation, or in the
case of any share exchange whereby the Common Stock is converted into other
securities or property, the Corporation will be required to make appropriate
provision so that each holder of shares of Series C Preferred Stock then
outstanding will have the right thereafter to convert such share of Series C
Preferred Stock into the kind and amount of shares of stock and other securities
and property receivable upon such consolidation, merger, sale, transfer or share
exchange by a holder of the number of shares of Common Stock into which such
share of Series C Preferred Stock was convertible immediately prior to such
consolidation, merger, sale, transfer or share exchange.

                           (iv) Timing of Issuance of Additional Common Stock
Upon Certain Adjustments. In any case in which the provisions of this
subparagraph (e) shall require that any adjustment shall become effective
immediately after a record date for an event, the Corporation may defer until
the occurrence of such event (A) issuing to the holder of any share of Series C
Preferred Stock converted after such record date and before the occurrence of
such event the additional shares of Common Stock issuable upon such conversion
by reason of the adjustment required by such event over and above the shares of
Common Stock issuable upon such conversion before giving effect to such
adjustment and (B) paying to such holder any amount of cash in lieu of a
fractional share of Common Stock pursuant to subparagraph (e) of this paragraph
6, provided that the Corporation upon request shall deliver to such holder a due
bill or other appropriate instrument evidencing such holder's right to receive
such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.


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                           (vi) Adjustments. No adjustment of the Conversion
Price will be made for cash distributions or cash dividends paid out of funds
legally available therefor. All calculations under this Section 6(e) shall be
made to the nearest cent or to the nearest 1/100th of a share, as the case may
be.

                  (f) Statement Regarding Adjustments. Whenever the Conversion
Rate shall be adjusted as provided in subparagraph 6(e), the Corporation shall
forthwith file, at the office of any transfer agent for the Series C Preferred
Stock and at the principal office of the Corporation, a statement showing in
detail the facts requiring such adjustment and the Conversion Rate that shall be
in effect after such adjustment, and the Corporation shall also cause a copy of
such statement to be sent by registered or certified mail, return receipt
requested, postage prepaid, to each holder of shares of Series C Preferred Stock
at its address appearing on the Corporation's records. Each such statement shall
be signed by the Corporation's independent public accountants, if applicable.
Where appropriate, such copy may be given in advance and may be included as part
of a notice required to be mailed under the provisions of subparagraph 6(g).

                  (g) Notice to Holders. In the event the Corporation shall
propose to take any action of the type described in clause (e) (but only if the
action would result in an adjustment in the Conversion Rate), the Corporation
shall give notice to each holder of shares of Series C Preferred Stock, in the
manner set forth in subparagraph 6(f), which notice shall specify the record
date, if any, with respect to any such action and the approximate date on which
such action is to take place. Such notice shall also set forth such facts with
respect thereto as shall be reasonably necessary to indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Conversion Price and the number, kind or class of shares or other securities
or property which shall be deliverable upon conversion of shares of Series C
Preferred Stock. In the case of any action which would require the fixing of a
record date, such notice shall be given at least 10 days prior to the date so
fixed, and in case of all other action, such notice shall be given at least 10
days prior to the taking of such proposed action. Failure to give such notice,
or any defect therein, shall not, however, affect the legality or validity of
any such action.

                  (h) Costs. The Corporation shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or delivery
of shares of Common Stock upon conversion of any shares of Series C Preferred
Stock; provided that the Corporation shall not be required to pay any taxes
which may be payable in respect of any transfer involved in the issuance or
delivery of any certificate for such shares in a name other than that of the
holder of the shares of Series C Preferred Stock in respect of which such shares
are being issued.

                  (i) Reservation of Shares. The Corporation shall reserve at
all times so long as any shares of Series C Preferred Stock remain outstanding,
free from preemptive rights, out of its treasury stock (if applicable) or its
authorized but unissued shares of Common Stock, or both, solely for the purpose
of effecting the conversion of the shares of Series C Preferred Stock,


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sufficient shares of Common Stock to provide for the conversion of all
outstanding shares of Series C Preferred Stock.

                  (j) Valid Issuance. All shares of Common Stock which may be
issued upon conversion of the shares of Series C Preferred Stock will upon
issuance by the Corporation be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof, and the Corporation shall take no action which will cause a
contrary result (including, without limitation, any action which would cause the
Conversion Price to be less than the par value, if any, of the Common Stock).

         7.       VOTING RIGHTS

         The holders of record of shares of Series C Preferred Stock shall not
be entitled to any voting rights except as follows:

                  (a) so long as any shares of Series C Preferred Stock shall be
outstanding and unless the consent or approval of a greater number of shares
shall then be required under the Delaware General Corporation Law, without first
obtaining the approval of at least the Majority Holders, given in person or by
proxy either by written consent or at a meeting at which the Holders shall be
entitled to vote separately as a class, the Corporation shall not (i) amend,
alter or repeal any provisions of the Series C Preferred Stock, Certificate of
Incorporation or Bylaws so as to materially adversely affect any of the
preferences, rights, powers or privileges of the Series C Preferred Stock or the
holders thereof, (ii) create, authorize or issue any other class or series of
preferred stock on a parity with, or having greater or preferential rights than,
the Series C Preferred Stock with respect to liquidation or dividends, (iii)
directly or indirectly, redeem, repurchase or otherwise acquire for value, or
set aside for payment or make available for a sinking fund for the purchase or
redemption of, any stock ranking junior to on a parity with the Series C
Preferred Stock, or (iv) enter into any agreement which would prohibit or
restrict the Corporation's right to pay dividends on the Series C Preferred
Stock; and

                  (b) as otherwise provided by the Delaware General Corporation
Law.

         8.       EXCLUSION OF OTHER RIGHTS

                  Except as may otherwise be required by law, the shares of
Series C Preferred Stock shall not have any preferences or relative,
participating, optional or other special rights, other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) and in the Corporation's Certificate of Incorporation.

         9.       HEADINGS OF SUBDIVISIONS

                  The headings of the various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.


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         10.      SEVERABILITY OF PROVISIONS

                  If any right, preference or limitation of the Series C
Preferred Stock set forth in this resolution (as such resolution may be amended
from time to time) is invalid, unlawful or incapable of being enforced by reason
of any rule of law or public policy, all other rights, preferences and
limitations set forth in this resolution (as so amended) which can be given
effect without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed dependent upon any
other such right, preference or limitation unless so expressed herein.

         11.      EXCLUSION OF OTHER RIGHTS

         Except as may otherwise be required by law, the shares of Series C
Preferred Stock shall not have any preferences or relative, participating,
optional or other special rights, other than those specifically set forth in
this resolution (as such resolution may be amended from time to time) and in the
Corporation's Certificate of Incorporation.

         12.      STATUS OF REACQUIRED SHARES

         Shares of Series C Preferred Stock which have been issued and
reacquired in any manner or converted shall (upon compliance with any applicable
provisions of the laws of the State of Delaware) not be reissued as Series C
Preferred Stock, but shall have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to series and may be
redesignated and reissued.

         13.      REGULATION S

         Neither the Corporation nor any authorized agent acting on its behalf
will register any transfer of the Shares of Series C Preferred Stock thereof not
made in compliance with Regulation S under the Securities Act of 1933 or
pursuant to registration or another available exemption under such Act.

         IN WITNESS WHEREOF, this Certificate has been made under the seal of
the Corporation and the hands of the undersigned on May __, 2001.



                                            ----------------------------------
                                            Name: John T. Botti
                                            Title: President
Attest:


----------------------------------
Name: Ira C. Whitman
Title: Secretary


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