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EXHIBIT 3.15


                  UNIVERSAL TRADING TECHNOLOGIES CORPORATION

                          CERTIFICATE OF DESIGNATION

                                      FOR

                             SERIES TK CONVERTIBLE
                                PREFERRED STOCK

                        ______________________________

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


          Universal Trading Technologies Corporation (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "DGCL"), does hereby certify that pursuant to the
provisions of Section 151 of the DGCL, the Board of Directors of the
Corporation, at a meeting duly convened on June 4, 1999 at which a quorum was
present at all times, adopted the following resolution, which resolution remains
in full force and effect as of the date hereof:

          WHEREAS, the Board of Directors of the Corporation is authorized,
within the limitations and restrictions stated in the Corporation's Certificate
of Incorporation, to fix by resolution or resolutions the designation of each
class or series of Preferred Stock (the "Preferred Stock") and the voting
powers, and any designations, preferences, and relative, participating, optional
or other special rights of any such class or series of Preferred Stock, as well
as such other provisions with regard to redemption (at the option of the holders
thereof and/or at the option of the Corporation), dividends, dissolution or the
distribution of assets, conversion or exchange, and any qualifications or
restrictions thereof or such other subjects or matters as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors; and

          WHEREAS, it is the desire of the Board of Directors of the
Corporation, pursuant to such authority, to authorize and fix the terms of the
series of Preferred Stock designated as Series TK Convertible Preferred Stock
(the "Series TK Preferred"):

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          NOW THEREFORE, be it resolved, that the terms and provisions of such
series and all other right or preferences granted to or imposed upon such series
or the holders thereof are as herein set forth:

          1.  Rank. The Series TK Preferred shall, with respect to rights upon
liquidation, dissolution and winding-up of the Corporation, rank pari passu with
all other series of preferred stock or other class of security expressly ranking
pari passu ("Pari Passu Classes") with the Series TK Preferred of the
Corporation and prior to all series or classes of Common Stock of the
Corporation ("Common Stock").  Nothing contained herein shall be construed to
prohibit the Corporation from authorizing or issuing, in accordance with its
Certificate of Incorporation and bylaws, as the same may be amended and in
effect from time to time, any classes or series of equity securities of the
Corporation ranking senior to or pari passu with the Series TK Preferred with
respect to rights upon liquidation, dissolution and winding-up of the
Corporation or both.

          2.  Dividends. The holders of the shares of the Series TK Preferred
shall not be entitled to dividends.

          3.  Liquidation Preference.

              (a) Subject to the rights of holders of any class of capital stock
or series thereof expressly ranking senior to the Series TK Preferred, upon any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, the holder of each share of the Series TK Preferred then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders an amount equal to $13.727 for
each share of Series TK Preferred then held by such holder (such amount being
herein called the "Liquidation Preference") before any payment shall be made or
any assets distributed to the holders of Common Stock or any other series of
capital stock junior to the Series TK Preferred. If the assets of the
Corporation are not sufficient to pay in full the payments payable to the
holders of outstanding shares of Series TK Preferred and any Pari Passu Classes
upon the liquidation, dissolution or winding up of the affairs of the
Corporation, then the holders of all such shares shall share ratably with all
other holders of shares of Series TK Preferred and Pari Passu Classes in such
distribution of assets in proportion to the Liquidation Preference of the
respective shares.

              (b) For the purposes of this Section 3, neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all the property or assets of the
Corporation nor the consolidation or merger of the Corporation with or into one
or more other corporations or other entities shall be deemed to be a
liquidation, dissolution or winding up of the Corporation, voluntarily or
involuntarily.

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          4.  Conversion.

              (a) Rights of Holder of Convert. At any time (i) after April 30,
2001 or (ii) upon a "Change of Control" (as defined below) each holder of shares
of Series TK Preferred may, at the option of the holder exercisable at any time
and from time to time thereafter, convert some or all of such holder's shares of
Series TK Preferred into such number of shares of Common Stock, par value $0.01
per share, of the Corporation (the "Common Stock") as is obtained by multiplying
the number of shares of Series TK Preferred to be so converted by 10 (such
number, as adjusted from time to time pursuant hereto, is herein called the
"Conversion Ratio"). For purposes hereof a "Change of Control" shall mean: (x)
the consolidation or merger of the Corporation or any affiliate of the
Corporation holding or controlling a majority of the assets relating to the
business of the Corporation with or into any third party; (y) the assignment,
sale, transfer, lease or other disposition of all or substantially all of the
assets of the Corporation and its affiliates taken as a whole; or (c) the
acquisition by any third party or group of third parties acting in concert, of
beneficial ownership of shares of greater than fifty percent (50%) of the voting
stock of the Corporation.

              (b) Adjustments to Conversion Ratio. The Conversion Ratio shall be
adjusted, from time to time by the Board of Directors of the Corporation, to
reflect the effect of any stock dividend, stock split, reverse stock split,
merger, consolidation, recapitalization (other than the issuance of Common Stock
in exchange for indebtedness or other obligation of similar value),
reorganization or other similar transaction affecting the Corporation so that
immediately following such event the holders of the Series TK Preferred shall be
entitled to receive upon conversion thereof the kind and amount of shares of
securities of the Corporation and other property which they would have owned or
been entitled to receive upon or by reason of such event if such shares of
Series TK Preferred had been converted immediately before the record date (or,
if no record date, the effective date) for such event. An adjustment made
pursuant to this paragraph (b) of this Section 4 shall become effective
immediately after the opening of business on the day next following the record
date in the case of a dividend or distribution and shall become effective
immediately after the opening of business on the day next following the
effective date in the case of an applicable subdivision, combination,
reclassification, merger, recapitalization, reorganization or other similar
transaction.

              (c) Notice of Adjustments. The Corporation shall give each holder
of Series TK Preferred prior written notice delivered to the applicable address
set forth on the record books of the Corporation of each adjustment made
pursuant to this paragraph (b) of Section 4.

              (d) Procedures for Conversion.  Any holder of Series TK Preferred
electing to convert such shares or any portion thereof commencing on or after
April 30, 2001, shall deliver the certificates therefor to the principal office
of the Corporation, with the form of notice of election to convert endorsed on
such certificates fully completed and duly executed. The conversion right with
respect to such Series TK Preferred shall be deemed to have been

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exercised on the date upon which the certificates therefor with such notice of
election duly executed shall have been so delivered, and the person or persons
entitled to receive Common Stock issuable upon such conversion shall be treated
for all purposes as the record holder or holders of such Common Stock on such
date.

              (e) No Fractional Securities. No fractional shares of Common Stock
shall be issued upon conversion of shares of Series TK Preferred. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of any share or shares of Series TK Preferred, the Corporation shall
pay a cash adjustment in respect of such fraction in such amount as the Board of
Directors of the Corporation shall in good faith determine.

              (f) Taxes. If a holder converts shares of Series TK Preferred, the
Corporation shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of securities of the Corporation to the holder upon the
conversion. The holder shall pay any such tax due because any shares are issued
in a name other than the holder's.

              (g) Reservation of Shares. The Corporation shall at all times
reserve out of its authorized but unissued shares of Common Stock, or such
shares held in treasury enough of such shares (or other securities deliverable
upon conversion) to permit the conversion of all of the Series TK Preferred then
outstanding and the issuance of shares of Common Stock issuable upon the
conversion of all of the Series TK Preferred then outstanding. All shares of
Common Stock issued upon due conversion of shares of Series TK Preferred shall
be validly issued, fully paid and non-assessable.

          5.  Redemption.

              (a) General.  At any time and from time to time after the sixth
anniversary of the date this Certificate of Designation is first filed with the
Secretary of State of the State of Delaware, the Corporation may redeem all or
any portion of the then outstanding Series TK Preferred for an amount in cash
equal to the Liquidation Preference in accordance with the provisions of this
Section 5.

              (b) Redemption Procedure.  If the Corporation shall determine to
redeem less than all shares of the Series TK Preferred then outstanding pursuant
to paragraph (a) of this Section 5, (i) the shares to be redeemed shall be
selected pro rata (or as nearly as may be) so that the number of shares redeemed
from each holder shall bear the same proportion to all the shares to be redeemed
that the total number of shares then held by such holder bears to the total
number of shares then outstanding or (ii) if the number of holders of the Series
TK Preferred Stock exceeds 50, and the Board of Directors so determines, the
shares to be redeemed shall be selected by lot.

              (c) Notice.  Notice of every redemption pursuant to this Section 5
shall be mailed, first class, postage prepaid, not less than 60 days prior to
the date fixed for redemption

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(the "Redemption Date"), to each holder's address as it appears on the books of
the Corporation. Each such notice shall state: the Redemption Date; the number
of shares of Series TK Preferred to be redeemed, and, if less than all shares of
Series TK Preferred held by such holder are to be redeemed, the number of such
shares to be redeemed from such holder; the redemption price applicable to the
shares to be redeemed; and the place or places where such shares are to be
surrendered.

              (d) Rights of Holders. Notice having been mailed as aforesaid,
from and after the Redemption Date (unless the Corporation defaults in providing
money for the payment of the redemption price) said shares shall no longer be
deemed to be outstanding, all rights of holders thereof as stockholders of the
Corporation (except the right to receive the redemption price thereof, without
interest) shall terminate, and, upon surrender, in accordance with said notice,
of the certificates representing any such shares (properly endorsed or assigned
for transfer, if the Board of Directors of the Corporation shall so require),
such shares shall be redeemed by the Corporation at the applicable redemption
price; provided, however, that the Corporation may include in such notice a
statement that the money required for the payment of the redemption price will
be deposited on a specified date, prior to the Redemption Date, with a specified
bank or trust company (which shall have an office in The City of New York and
which shall have a combined capital and surplus of not less than $50,000,000) in
trust for the benefit of holders of shares called for redemption, and, notice
having been given, from and after such deposit shares called for redemption
shall no longer be deemed to be outstanding and all rights with respect to such
shares shall forthwith upon such deposit cease and terminate except for the
right to receive the amount payable upon surrender of the certificates
representing such shares from such bank or trust company (but not from the
Corporation). If less than all the shares represented by any surrendered
certificate are redeemed, a new certificate representing the unredeemed shares
shall be issued to the holder who surrendered such certificate. Holders of
shares of Series TK Preferred called for redemption shall not be entitled to any
interest allowed by any such depositary on money deposited to effect the
redemption but any such interest shall be paid to the Corporation. Any money
deposited as aforesaid for redemption of any shares and remaining unclaimed for
four years and eleven months after the date of such deposit shall then be repaid
to the Corporation upon its request, and the holders of such shares shall
thereafter look only to the Corporation for payment of the redemption price
thereof, without interest.

              (e) Status of Redeemed Shares. Any share of Series TK Preferred
redeemed or otherwise purchased or acquired by the Corporation shall be retired,
shall no longer be deemed outstanding, and shall not be reissued.

          6.  Voting Rights. The holders of record of shares of Series TK
Preferred shall not be entitled to vote on any matters presented to the
stockholders of the Company for approval, except as required by law.

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          7.  General Provisions.

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

              (b) Headings. The headings of the paragraphs, subparagraphs,
clauses, and sub-clauses of this Certificate of Designation are for convenience
of reference only and shall not define, limit, or affect any of the provisions
hereof.

          IN WITNESS WHEREOF, the undersigned have caused this certificate to be
signed by their respective Presidents and Secretaries, respectively, this 4th
day of June, 1999.


                                    UNIVERSAL TRADING
                                    TECHNOLOGIES CORPORATION


                                      /s/ Fred S. Weingard
                                    ------------------------------------
                                    Fred S. Weingard
                                    President


                                      /s/ John Blohm
                                    ------------------------------------
                                    John Blohn
                                    Secretary

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