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                                                                    EXHIBIT 3.02

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                            SERIES A PREFERRED STOCK

                                       OF

                           TELESPECTRUM WORLDWIDE INC.

                  TELESPECTRUM WORLDWIDE INC., a Delaware corporation (the
"Company"), acting pursuant to Section 151 of the General Corporation Law of
Delaware, does hereby submit the following Certificate of Designations (this
"Certificate") of its Series A Preferred Stock, as determined by the Board of
Directors of the Company (the "Board") pursuant to the authority vested in it by
the provisions of the Certificate of Incorporation of the Company (the
"Certificate of Incorporation"):

                  FIRST:  The name of the Company is Telespectrum Worldwide Inc.

                  SECOND:  The Board has duly adopted the following resolutions:

                  WHEREAS, the Certificate of Incorporation authorizes 5,000,000
shares of preferred stock, par value $0.01 per share (the "Preferred Stock"),
issuable from time to time in one or more series;

                  WHEREAS, the Board is authorized, subject to certain
limitations prescribed by law and certain provisions of the Certificate of
Incorporation, to establish and fix the number of shares to be included in any
series of Preferred Stock and the designation, rights, preferences, powers,
restrictions and limitations of the shares of such series; and

                  WHEREAS, the Board deems it advisable to establish a series of
Preferred Stock, designated as Series A Preferred Stock, par value $0.01 per
share.

                  NOW THEREFORE, BE IT RESOLVED, that the series of Preferred
Stock designated as Series A Preferred Stock is hereby authorized and
established; and

                  FURTHER, RESOLVED, that the Board does hereby fix and
determine the designation, rights, preferences, powers, restrictions and
limitations of the Series A Preferred Stock as follows:

                  Section 1. Definitions. As used in this Certificate, and
unless the context requires a different meaning, the following terms, when
capitalized, have the meanings indicated:
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                  "Administrative Agent" means BNP Paribas in its capacity as
administrative agent for and representative of the Lenders under the Credit
Agreement.

                  "Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling (which may include, but is not limited
to, all directors and officers of such Person), controlled by, or under direct
or indirect common control with such Person. A Person shall be deemed to control
a corporation if such Person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

                  "beneficial owner" or "beneficially own" has the meaning given
such term in Rule 13d-3 under the Exchange Act and a Person's beneficial
ownership of voting securities shall be calculated in accordance with the
provisions of such Rule; provided, however, that for purposes of determining
beneficial ownership, a Person shall be deemed to be the beneficial owner of any
security which may be acquired by such Person within 60 days or thereafter, upon
the conversion, exchange or exercise of any warrants, options, or other rights.

                  "Board" shall have the meaning set forth in the Recitals
hereto.

                  "Business Day" means for all purposes any day other than a
Saturday, Sunday or legal holiday on which banks in New York, New York are open
for the conduct of their commercial banking business.

                  "Capital Stock" means, with respect to any Person at any time,
any and all shares, interests, participations or other equivalents (however
designated, whether voting or non-voting) of capital stock, partnership
interests (whether general or limited) or equivalent ownership interests in or
issued by such Person, and with respect to the Company includes, without
limitation, any and all shares of Common Stock, Series A Preferred Stock and
Series B Preferred Stock.

                  "Certificate" shall have the meaning set forth in the Recitals
hereto.

                  "Certificate of Incorporation" shall have the meaning set
forth in the Recitals hereto.

                  "Charter Amendment" means the amendment to the Certificate of
Incorporation which provides for an increase in the Company's authorized capital
from 200,000,000 shares of Common Stock to 900,000,000 shares of Common Stock.

                  "Common Stock" shall have the meaning set forth in Section 2.

                  "Company" shall have the meaning set forth in the Recitals
hereto.

                  "Credit Agreement" means that certain Second Amended and
Restated Credit Agreement, dated on or about the date hereof, among the Company,
as borrower, the lenders

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from time to time party thereto, and the Administrative Agent, as the same may
be amended, restated, supplemented or modified from time to time in accordance
with the terms thereof.

                  "Default Rate" shall have the meaning set forth in Section
6(i).

                  "Dividend Payment Date" means each March 31, June 30,
September 30 and December 31 of each year, commencing after the date of (i) the
Original Issue Date or (ii) the Subsequent Issue Date, as the case may be.

                  "Dividend Period" means each quarterly period beginning on
January 1, April 1, July 1 and October 1 in each year and ending on and
including the day immediately preceding the first day of the next quarterly
period, except that the first Dividend Period shall commence on the Original
Issue Date.

                  "Dividend Rate" means 10% per annum.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

                  "Group" has the meaning assigned to such term in Section
13(d)(3) of the Exchange Act.

                  "Junior Securities" shall have the meaning set forth in
Section 2.

                  "Lenders" means the financial institutions that are party to
the Credit Agreement from time to time, other than the Administrative Agent in
its capacity as such.

                  "Liquidation" shall have the meaning set forth in Section
4(a).

                  "Liquidation Preference" shall have the meaning set forth in
Section 4(a).

                  "Liquidation Value" shall have the meaning set forth in
Section 4(a).

                  "Original Issue Date" shall have the meaning set forth in
Section 2.

                  "Parity Securities" shall have the meaning set forth in
Section 2.

                  "Period Rate" shall have the meaning set forth in Section
3(a).

                  "Person" means any individual, corporation, limited liability
company, limited or general partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivisions thereof.

                  "Preferred Stock" shall have the meaning set forth in the
Recitals hereto.

                  "Preferred Stock Issuance and Restructuring Agreement" means
that certain Preferred Stock Issuance and Restructuring Agreement, dated on or
about the date hereof, by and among the Company, the Lenders and the
Administrative Agent.


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                  "Redemption Date" means, when used with respect to any Series
A Preferred Stock to be redeemed, the date fixed for such redemption by the
holders or the Company, as applicable, in accordance with the terms of this
Certificate.

                  "Redemption Default" shall mean the failure to redeem the
Series A Preferred Stock and pay the Redemption Price in full in accordance with
Section 6 on the Redemption Date.

                  "Redemption Notice" shall have the meaning set forth in
Section 6(a).

                  "Redemption Price" means, with respect to any share of Series
A Preferred Stock, the price at which such share of Series A Preferred Stock is
to be redeemed pursuant to the terms of this Certificate.

                  "Requisite Majority" means more than fifty percent (50%) of
the outstanding shares of Series A Preferred Stock.

                  "Senior Securities" shall have the meaning set forth in
Section 2.

                  "Series A Preferred Stock" shall have the meaning set forth in
Section 2.

                  "Series B Preferred Stock" means the Series B Convertible
Preferred Stock of the Company first issued on the Original Issue Date.

                  "Subsequent Issue Date" shall mean, with respect to any shares
of Series A Preferred Stock issued after the Original Issue Date, the date on
which such shares of Series A Preferred Stock were issued.

                  "Subsidiary" shall mean (i) any corporation of which a
majority of the securities entitled to vote generally in the election of
directors thereof, at the time as of which any determination is being made, are
owned by another entity, either directly or indirectly, and (ii) any joint
venture, general or limited partnership, limited liability company or other
legal entity in which an entity is the record or beneficial owner, directly or
indirectly, of a majority of the voting interests or the general partner.

                  "Wholly Owned Subsidiary" shall mean, as to any Person, (i) a
corporation 100% of whose Capital Stock is at the time owned by such Person
and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such person
and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity
interest at such time.

                  Section 2. Designation; Rank. This series of preferred stock
shall be designated and known as the "Series A Preferred Stock" (hereinafter in
this Certificate called the "Series A Preferred Stock"). The number of shares
constituting the Series A Preferred Stock shall be 100,000 shares (including
40,000 shares to be issued initially and 60,000 shares that may be issuable from
time to time in payment of dividends pursuant to Section 3). The par value of
the Series A Preferred Stock shall be $0.01 per share. The Series A Preferred
Stock shall, with respect to dividends and rights upon liquidation, dissolution
or winding up, whether voluntary or

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involuntary, rank: (i) senior to the common stock of the Company, par value
$0.01 per share (the "Common Stock"), and to each other class of Capital Stock
or series of Preferred Stock or other equity-linked security established after
the date on which the first share of Series A Preferred Stock is issued by the
Company under this Certificate (the "Original Issue Date") by the Board, the
terms of which do not expressly provide that it ranks senior to or on a parity
with the Series A Preferred Stock as to dividends and rights upon liquidation,
dissolution or winding up, whether voluntary or involuntary (collectively
referred to with the Common Stock, as "Junior Securities"); (ii) on a parity
with any additional shares of Series A Preferred Stock issued by the Company in
the future, any shares of Series B Preferred Stock issued by the Company on the
Original Issue Date or in the future and any other class of Capital Stock or
series of Preferred Stock or other equity-linked security issued by the Company
established after the Original Issue Date by the Board, the terms of which
expressly provide that it will rank on a parity with the Series A Preferred
Stock as to dividends and rights upon liquidation, dissolution or winding up,
whether voluntary or involuntary (collectively referred to as "Parity
Securities"); and (iii) junior to each class of Capital Stock or series of
Preferred Stock or other equity-linked security issued by the Company after the
Original Issue Date by the Board the terms of which expressly provide that it
will rank senior to the Series A Preferred Stock as to dividends and rights upon
liquidation, dissolution or winding up, whether voluntary or involuntary
(collectively referred to as "Senior Securities"). Without limiting the
generality of the foregoing, so long as the Series A Preferred Stock is
outstanding, without the consent of the holders of the Requisite Majority of the
outstanding shares of Series A Preferred Stock and except for the Company's
Series B Preferred Stock, no other class or series of Capital Stock that would
constitute Parity Securities or Senior Securities may be issued.

                  Section 3. Dividends.

                  (a) Amount. The holders of outstanding shares of Series A
Preferred Stock shall be entitled to receive, out of the assets of the Company
which are, by law, available for such payment, cumulative dividends, on each
share of Series A Preferred Stock held by such holders, which dividends for each
Dividend Period shall be equal to the Dividend Rate, unless at any time during
such Dividend Period there shall have occurred or there shall exist a Redemption
Default, in which case such holders of Series A Preferred Stock shall be
entitled to dividends at the Default Rate for the portion of the Dividend Period
during which such Redemption Default existed (the "Period Rate"). If during any
Dividend Period, the Dividend Rate applies for a portion of such period and the
Default Rate applies for the remainder of such period, the Period Rate shall be
the weighted average of the two rates based on the number of days during such
period in which each rate applied. The dividend that will be payable or that
will accumulate in respect of each share of Series A Preferred Stock for each
Dividend Period shall be equal to the product of (a) the Liquidation Preference
for such share, multiplied by (b) the Period Rate for such period, multiplied by
(c) a fraction, the numerator of which is the number of days that such share was
outstanding during such Dividend Period and the denominator of which is 366.

                  (b) Payment of Dividends. Dividends on the Series A Preferred
Stock shall be payable on each Dividend Payment Date in kind in shares of Series
A Preferred Stock valued at the Liquidation Value per share or in cash out of
the assets of the Company which are, by law, available for such payment, at the
option of the Company if and to the extent permitted under the Credit Agreement
on each Dividend Payment Date. Dividends on each share of Series A

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Preferred Stock shall accrue and be cumulative (whether or not declared by the
Board) from the Original Issue Date or Subsequent Issue Date, as the case may
be, and shall be payable in arrears, when and as declared by the Board out of
funds legally available therefor (to be extent dividends are paid in cash).
Notwithstanding the foregoing, if any Dividend Payment Date is not a Business
Day, such dividend shall be paid on the next succeeding Business Day.
Accumulated and unpaid dividends, whether or not declared, shall compound. The
Company shall take all actions required or permitted under the General
Corporation Law of Delaware to permit the payment of dividends on the Series A
Preferred Stock in kind in additional shares of Series A Preferred Stock or in
cash on each Dividend Payment Date. All dividends payable in kind in shares of
Series A Preferred Stock shall be payable in whole shares only, with amounts up
to but not including $500.00 rounded down to the nearest whole shares and
amounts in excess of $500.00 rounded up to the nearest whole share.

                  (c) Dividend Priority. So long as any shares of Series A
Preferred Stock are outstanding, neither the Company nor any of its Subsidiaries
may, directly or indirectly (whether in cash, property or in obligations of the
Company or any Subsidiary of the Company), declare or pay or set aside for
payment any dividends or distributions in respect of, or make any other payment
of any kind with respect to, or repurchase, redeem or otherwise acquire, any
Capital Stock of the Company or any Subsidiary of the Company other than (i)
dividends with respect to any Senior Securities, (ii) with respect to the Series
A Preferred Stock, the Series B Preferred Stock and other Parity Securities so
long as all such actions in connection with the Series A Preferred Stock, the
Series B Preferred Stock and other Parity Securities are done on a pro rata
basis (based on the liquidation preferences thereof) among all outstanding
shares of Series A Preferred Stock, Series B Preferred Stock and other Parity
Securities, (iii) distributions or dividends to the Company or direct or
indirect Wholly Owned Subsidiaries of the Company or (iv) other dividends
permitted to be made pursuant to the Credit Agreement. The Series A Preferred
Stock will rank senior to all other Capital Stock of the Company (other than any
Senior Securities, the Series B Preferred Stock and other Parity Securities) and
pari passu with respect to the Series B Preferred Stock and other Parity
Securities.

                  Section 4. Liquidation Rights.

                  (a) Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company (a
"Liquidation"), the holders of Series A Preferred Stock shall be entitled to
receive, subject to the rights of any Senior Securities, before any distribution
or payment shall be made to the holders of any Junior Securities, out of the
remaining assets of the Company available for distribution to its stockholders,
with respect to each share of Series A Preferred Stock held by such holder, an
amount in cash equal to the sum of (A) $1,000 (the "Liquidation Value") plus (B)
an amount equal to all accrued but unpaid dividends payable with respect to such
shares of Series A Preferred Stock (whether or not declared and whether or not
funds of the Company are legally available for the payment of dividends), in
each case as adjusted for any stock dividends, combinations or splits or similar
events with respect to such shares (such sum being the "Liquidation
Preference"). If, upon any Liquidation, the assets of the Company available for
distribution to its stockholders, after provision for the rights of Senior
Securities, shall be insufficient to pay the full Liquidation Preference to
which the holders of Series A Preferred Stock, the holders of Series B Preferred
Stock and the holders of other Parity Securities are entitled, all of the assets
of the Company

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available for distribution to its stockholders shall be distributed to the
holders of the Series A Preferred Stock, the holders of the Series B Preferred
Stock and the holders of other Parity Securities pro rata in accordance with the
aggregate Liquidation Preference of shares of Series A Preferred Stock, the
aggregate liquidation preference of shares of Series B Preferred Stock and the
aggregate liquidation preference of other Parity Securities held by each such
holder.

                  (b) Distributions to Junior Securities. After payment in full
of the Liquidation Preference, the remaining assets of the Company legally
available for distribution, if any, shall be distributed to the holders of any
Junior Securities.

                  (c) Fair Market Value. Any property not consisting of cash
which is distributed by the Company to the holders of the Series A Preferred
Stock pursuant to Section 4(a) or otherwise shall be valued at the Fair Market
Value (as defined below) thereof. The "Fair Market Value" of any property shall
mean the fair market value thereof as determined in good faith by the Board;
provided, however, that the value of any securities will be determined as
follows:

                  (i) Securities not subject to investment letter or other
         similar restrictions on free marketability covered by (ii) below:

                           (A) If traded on a securities exchange or through the
                  Nasdaq National Market, the value shall be deemed to be the
                  average of the closing prices of the securities on such
                  quotation system over the 30-day period ending three days
                  prior to the closing or the date of distribution, as
                  applicable;

                           (B) If actively traded over-the-counter, the value
                  shall be deemed to be the average of the closing bid or sale
                  prices (whichever is applicable) over the 30-day period ending
                  three days prior to the closing or the date of distribution,
                  as applicable; and

                           (C) If there is no active public market, the value
                  shall be the fair market value thereof as mutually determined
                  by the Board and the holders of the Requisite Majority.

                  (ii) The method of valuation of securities subject to
         investment letter or other restrictions on free marketability (other
         than restrictions arising solely by virtue of a stockholder's status as
         an Affiliate or former Affiliate of the issuer of such securities)
         shall be to make an appropriate discount from the market value
         determined as above in clause (i)(A), (B) or (C) to reflect the
         approximate fair market value thereof, as mutually determined by the
         Board and the holders of the Requisite Majority.

                  Section 5. Voting Rights; Governance.

                  (a) Generally. Holders of shares of Series A Preferred Stock
shall only have such voting rights as are (i) expressly provided in this
Certificate or (ii) otherwise provided by applicable law.


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                  (b) Additional Voting Rights - Actions Affecting the Series A
Preferred Stock. So long as there are any shares of Series A Preferred Stock
outstanding, the following transactions shall require the vote or written
consent of the holders of not less than the Requisite Majority voting separately
as a class, which vote or written consent shall be in addition to any vote or
consent of the holders of any other class or series of securities of the Company
that may be required by applicable law or the Certificate of Incorporation:

                  (i) the declaration or payment of any dividend or distribution
         to the holders of any Junior Securities, other than any such dividend
         payable solely in shares of Common Stock or other Junior Securities, or
         the repurchase or redemption of any Junior Securities;

                  (ii) any authorization, creation (by way of reclassification
         or otherwise) or issuance of any Senior Securities or Parity
         Securities, other than the issuance of (A) additional shares of Series
         A Preferred Stock pursuant to Section 3 hereof, (B) the shares of the
         Series B Preferred Stock to be issued on the Original Issue Date
         pursuant to the Preferred Stock Issuance and Restructuring Agreement
         and (C) Parity Securities to be issued solely to the holders of the
         Series A Preferred Stock, or any reclassification of any securities of
         the Company that adversely affects or materially diminishes the rights,
         preferences or powers of the Series A Preferred Stock;

                  (iii) any amendment to this Certificate (other than an
         amendment that increases the number of authorized shares of Series A
         Preferred Stock solely for the purpose of enabling the Company to issue
         additional Series A Preferred Stock pursuant to Section 3 hereof); and

                  (iv) other than the Charter Amendment, any amendment to the
         Certificate of Incorporation (including an amendment by way of action
         by the Board establishing and fixing the designation, rights,
         preferences, powers, restrictions and limitations of the shares of any
         series of Preferred Stock of the Company) or to the By-laws of the
         Company that, in either case, adversely affects or materially
         diminishes the rights, preferences or powers of the Series A Preferred
         Stock, provided that an increase in the number of authorized shares of
         Preferred Stock or Common Stock shall not, per se, be deemed to have
         such adverse effect or to cause such material diminution.

                  (c) Voting Procedures - Class Voting. At any meeting of the
holders of Series A Preferred Stock held to consider any transaction or matter
as to which the separate class vote of such holders is required by paragraph (a)
of Section 6 or paragraph (b) of this Section 5 or applicable law, or in
connection with the solicitation of the written consents of such holders with
respect to any such transaction or matter (i) the holders of shares of Series A
Preferred Stock shall each be entitled to one vote for each share of Series A
Preferred Stock held, (ii) the holders of the Requisite Majority present in
person or by proxy shall constitute a quorum for the purpose of approving or
consenting to any such matter and for no other purpose, (iii) the vote of the
holders of the Requisite Majority shall be sufficient to approve such matter and
(iv) in the absence of a quorum, the holders of a majority of the Series A
Preferred Stock present in person or by proxy shall have power to adjourn from
time to time the meeting for the purpose of approving such actions, without
further written notice other than announcement at the meeting,

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until a quorum shall be present, except as otherwise provided by law. Any such
meeting or consent solicitation may but need not be held or conducted jointly
with a meeting or consent solicitation of the holders of Common Stock or other
securities of the Company.

                  Section 6. Redemption.

                  (a) Redemption at Holders' Option. In the event that the
holders of the Series B Preferred Stock have the right to direct the Company to
redeem the Series B Preferred Stock by a vote of the requisite majority of
holders of the Series B Preferred Stock in accordance with Section 7 of the
Certificate of Designations for the Series B Preferred Stock, holders of a
Requisite Majority, voting as a single class, shall have the right to direct the
Company to redeem all, but not less than all, of the then outstanding shares of
Series A Preferred Stock and, in such case, the Company shall fix the Redemption
Date, which shall be the date upon which the Series B Preferred Stock is to be
redeemed. Upon election by the holders of the Series A Preferred Stock to have
the Company redeem their shares of Series A Preferred Stock pursuant to this
Section 6(a), the Company shall, within 20 days following a redemption request
relating to the Series A Preferred Stock from the holders of a Requisite
Majority, send to all holders of record (at the close of business on the
Business Day next preceding the day on which notice is given) of Series A
Preferred Stock a notice (the "Redemption Notice") specifying the Redemption
Date, the Redemption Price and the place at which payment may be obtained.

                  (b) Redemption at Company's Option. The Series A Preferred
Stock may be redeemed at the Company's option, in whole or in part, at any time
after the Original Issue Date; provided that, the Company shall not at any one
time redeem less than 2,000 shares of Series A Preferred Stock unless such
lesser number represents all of the outstanding Series A Preferred Stock. In the
event that less than all of the outstanding shares are being redeemed, the
Company shall select those shares to be redeemed pro rata based on the holdings
at the close of business on the Business Day next preceding the day on which
notice is given. At least 20 days prior to the Redemption Date, the Company
shall send the Redemption Notice to all holders of record (at the close of
business on the Business Day next preceding the day on which notice is given) of
the outstanding Series A Preferred Stock specifying the number of shares to be
redeemed from such holder, the Redemption Date, the Redemption Price and the
place at which payment may be obtained.

                  (c) Redemption Price. Any redemption of the Series A Preferred
Stock shall be effected by the payment in cash of the Redemption Price per
share, which shall be equal to the Liquidation Value thereof plus all accrued
and unpaid dividends thereon to the Redemption Date (whether or not declared and
whether or not funds of the Company are legally available for the payment of
dividends, including dividends accrued at the Default Rate in the case of a
Redemption effected after a Redemption Default), adjusted for any stock
dividends, combinations or splits or similar events with respect to such shares.

                  (d) Deposit of Funds. On or prior to the Redemption Date, the
Company shall deposit the Redemption Price of all shares to be redeemed as of
such date with a bank or trust company having aggregate capital and surplus in
excess of $500,000,000, as a trust fund, with irrevocable instructions and
authority to the bank or trust company to pay, upon receipt of notice from the
Company that such holder has surrendered the Series A Preferred Stock share


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certificates in accordance with Section 6(e), the Redemption Price of the shares
to their respective holders. The balance of any funds deposited by the Company
pursuant to this Section 6(d) remaining unclaimed at the expiration of one year
following such Redemption Date shall be returned to the Company promptly upon
its written request.

                  (e) Certificates. On such Redemption Date, each holder of
shares of Series A Preferred Stock to be redeemed shall surrender such holder's
certificates representing such shares to the Company in the manner and at the
place designated in the Redemption Notice, and thereupon the Redemption Price of
such shares shall be payable to the order of the Person whose name appears on
such certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In the event that less than all the shares
represented by such certificates are redeemed, a new certificate shall be issued
representing the unredeemed shares which new certificate shall entitle the
holder thereof to all the powers, preferences and rights of a holder of such
shares. From and after such Redemption Date, unless there shall have been a
default in payment of the Redemption Price or the Company is unable to pay the
Redemption Price due to not having sufficient legally available funds, all
rights of the holder of such shares as a holder of Series A Preferred Stock
(except the right to receive the Redemption Price without interest upon
surrender of their certificates), shall cease and terminate with respect to such
shares; provided that in the event that shares of Series A Preferred Stock are
not redeemed due to a default in payment by the Company or because the Company
does not have sufficient legally available funds, such shares of Series A
Preferred Stock not redeemed shall remain outstanding and shall be entitled to
all of the rights and preferences provided herein.

                  (f) Insufficient Funds. If upon any Redemption Date the assets
of the Company available for redemption are insufficient to pay the redeeming
holders of outstanding shares of Series A Preferred Stock to then be redeemed
the full amounts to which they are entitled, all shares of the Series A
Preferred Stock will be redeemable for cash upon demand. The shares of Series A
Preferred Stock not redeemed shall remain outstanding and be entitled to all the
powers, preferences and rights provided herein. At any time thereafter when
additional funds of the Company are legally available for the redemption of
shares of Series A Preferred Stock, the Company shall notify the holders of
Series A Preferred Stock of the availability of additional funds and such funds
will immediately be used to redeem the balance of the shares which the Company
has become obligated to redeem on any Redemption Date but which it has not
redeemed, such shares to be redeemed pro rata based on the holdings at the close
of business on the Business Day next preceding the day on which Company provides
notice that such funds are available.

                  (g) No Restrictions on Redemption. Without the prior written
consent of holders of a Requisite Majority, the Company will not enter into any
contract or agreement (whether verbal or written) restricting its ability to
redeem shares of the Series A Preferred Stock in accordance with this Section 6,
other than the Credit Agreement.

                  (h) Cancellation of Preferred Stock. Any shares of Series A
Preferred Stock redeemed or purchased by the Company shall be canceled and shall
have the status of authorized and unissued shares of Preferred Stock, without
designation as to series.


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                  (i) Default Rate. In the event a Redemption Default shall have
occurred, each share of Series A Preferred Stock shall be entitled to the
dividends set forth in Section 3(a) hereof at a rate of 2% in excess of the
Dividend Rate then in effect (the "Default Rate").


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                  IN WITNESS WHEREOF, the Company has caused this Certificate to
be signed in its name and on its behalf on this 26 day of April, 2002.

                                                  TELESPECTRUM WORLDWIDE INC.



                                                  By: /s/ Kurt Dinkelacker
                                                  Name: Kurt Dinkelacker
                                                  Title: Chief Financial Officer

                                      S-1