EXHIBIT 10(ww)


                       PALOMAR MEDICAL TECHNOLOGIES, INC.

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                      SERIES G CONVERTIBLE PREFERRED STOCK

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

                                     ------

                Palomar Medical Technologies,  Inc., a Delaware corporation (the
"Corporation"),  in accordance with the provisions of Section 103 of the General
Corporation Law of the State of Delaware (the "DGCL") DOES HEREBY CERTIFY:

                That  pursuant to authority  vested in the Board of Directors of
the  Corporation  by  the  Certificate  of  Incorporation,  as  amended,  of the
Corporation, the Board of Directors of the Corporation,  pursuant to a unanimous
written  consent of Directors,  dated  September 23, 1996,  adopted a resolution
providing  for the creation of a series of the  Corporation's  Preferred  Stock,
$.01 par value,  which  series is  designated  "Series G  Convertible  Preferred
Stock," which resolution is as follows:


                RESOLVED, that pursuant to the authority expressly vested in the
Board of Directors of this  Corporation  by  Paragraph 4 of the  Certificate  of
Incorporation  of this  Corporation,  the Board of Directors does hereby adopt a
Resolution  providing for the issuance of a series of preferred stock,  $.01 par
value per share,  of the  Corporation  to be  designated  "Series G  Convertible
Preferred  Stock" (the  "Preferred  Stock")  consisting of 10,000 shares,  which
number of shares may be  decreased,  but not below the number then  outstanding,
from time to time by the Board of  Directors  of this  Corporation;  and  herein
states  and  expresses  that  the  designations,  preferences,   qualifications,
privileges,  limitations,  restrictions, and other special or relative rights of
the shares of Preferred Stock shall be as follows:


                      SERIES G CONVERTIBLE PREFERRED STOCK

                SECTION 1.  DESIGNATION  AND  AMOUNT.  The shares of such series
shall be  designated as "Series G  Convertible  Preferred  Stock" (the "Series G
Convertible Preferred Stock"), and the number of shares constituting such series
shall be 10,000 and shall not be








subject to increase.  The Series G Convertible  Preferred Stock shall be divided
into two  tranches,  referred  to  herein  as  "Tranche  1 Series G  Convertible
Preferred Stock" (the "Tranche 1 Series G Convertible  Preferred Stock"),  which
shall  consist of 4,000 shares,  and "Tranche 2 Series G  Convertible  Preferred
Stock"  (the  "Tranche 2 Series G  Convertible  Preferred  Stock"),  which shall
consist of 6,000 shares.

                SECTION  2.  STATED  CAPITAL.  The amount to be  represented  in
stated  capital  at all times for each share of Series G  Convertible  Preferred
Stock shall be the sum of (i) $1,000, (ii) to the extent legally available,  the
accrued but unpaid  dividends  on such share of Series G  Convertible  Preferred
Stock, and (iii) to be determined on at least a quarterly basis, an amount equal
to the accrued and unpaid  interest on dividends in arrears  through the date of
determination (as provided in Section 4).

                SECTION 3. RANK. All Series G Convertible  Preferred Stock shall
rank (i) senior to the  Common  Stock,  par value  $.01 per share  (the  "Common
Stock"), of the Corporation, now or hereafter issued, as to payment of dividends
and distribution of assets upon liquidation,  dissolution,  or winding up of the
Corporation,  whether  voluntary or  involuntary,  and (ii) on a parity with the
Series  E  Convertible  Preferred  Stock  of  the  Corporation,   the  Series  F
Convertible  Preferred  Stock of the  Corporation  and any additional  series of
preferred  stock of any class which the Board of Directors  or the  stockholders
may from time to time  authorize,  both as to  payment  of  dividends  and as to
distributions  of assets  upon  liquidation,  dissolution,  or winding up of the
Corporation, whether voluntary or involuntary.

                SECTION  4.  DIVIDENDS  AND  DISTRIBUTIONS.  (a) The  holders of
shares of Series G  Convertible  Preferred  Stock  shall be entitled to receive,
when,  as, and if declared by the Board of  Directors  of the  Corporation  (the
"Board of  Directors"  or the "Board") out of funds  legally  available for such
purpose, dividends at the rate of $70.00 per annum per share, and no more, which
shall be fully  cumulative,  shall accrue without  interest (except as otherwise
specifically  provided  herein) from the date of original  issuance and shall be
payable in cash  quarterly  on January 1, April 1, July 1, and October 1 of each
year  commencing  January 1, 1997  (except  that if any such date is a Saturday,
Sunday,  or legal  holiday,  then such  dividend  shall be  payable  on the next
succeeding day that is not a Saturday,  Sunday,  or legal holiday) to holders of
record as they  appear  on the stock  books of the  Corporation  on such  record
dates,  not more than 20 nor less than 10 days  preceding  the payment


                                      -2-





dates  for such  dividends,  as shall be fixed by the  Board.  Dividends  on the
Series G Convertible  Preferred  Stock shall be paid in cash or,  subject to the
limitations in Section 4(b) hereof, shares of Common Stock or any combination of
cash and shares of Common Stock, at the option of the Corporation as hereinafter
provided.  The amount of the dividends payable per share of Series G Convertible
Preferred Stock for each quarterly dividend period shall be computed by dividing
the annual  dividend  amount by four.  The amount of  dividends  payable for the
initial  dividend  period and any period shorter than a full quarterly  dividend
period shall be computed on the basis of a 360-day year of twelve 30-day months.
Dividends not paid on a payment date,  whether or not such  dividends  have been
declared,  will  bear  interest  at the rate of 12% per  annum  until  paid.  No
dividends or other distributions,  other than dividends payable solely in shares
of Common Stock or other capital stock of the  Corporation  ranking junior as to
dividends to the Series G Convertible Preferred Stock (collectively, the "Junior
Dividend Stock"), shall be paid or set apart for payment on any shares of Junior
Dividend Stock, and no purchase,  redemption, or other acquisition shall be made
by the Corporation of any shares of Junior Dividend Stock (other than purchases,
redemptions or other  acquisitions  of a number of shares of Common Stock in the
aggregate  not in excess of 2 percent of the shares of Common Stock  outstanding
on the date this  Certificate  of  Designations  is filed with the  Secretary of
State of the State of Delaware, at prices not in excess of the fair market value
thereof at the time of purchase, redemption or acquisition) unless and until all
accrued and unpaid  dividends on the Series G  Convertible  Preferred  Stock and
interest on  dividends in arrears at the rate  specified  herein shall have been
paid or declared and set apart for payment.

                If at  any  time  any  dividend  on  any  capital  stock  of the
Corporation ranking senior as to dividends to the Series G Convertible Preferred
Stock (the "Senior Dividend Stock") shall be in default, in whole or in part, no
dividend  shall be paid or  declared  and set apart for  payment on the Series G
Convertible  Preferred  Stock unless and until all accrued and unpaid  dividends
with respect to the Senior Dividend Stock,  including the full dividends for the
then current dividend period, shall have been paid or declared and set apart for
payment,  without interest.  No full dividends shall be paid or declared and set
apart for  payment  on any class or series or the  Corporation's  capital  stock
ranking,  as to dividends,  on a parity with the Series G Convertible  Preferred
Stock (the "Parity Dividend Stock") for any period unless all accrued but unpaid
dividends  (and interest on dividends in arrears at the rate  specified  herein)
have been,  or  contemporaneously  are,  paid or declared and set apart for such

                                      -3-




payment on the Series G Convertible  Preferred Stock. No full dividends shall be
paid or declared and set apart for payment on the Series G Convertible Preferred
Stock for any period  unless all  accrued  but unpaid  dividends  have been,  or
contemporaneously  are, paid or declared and set apart for payment on the Parity
Dividend Stock for all dividend  periods  terminating on or prior to the date of
payment of such full  dividends.  When  dividends  are not paid in full upon the
Series  G  Convertible  Preferred  Stock  and the  Parity  Dividend  Stock,  all
dividends  paid or declared  and set apart for  payment  upon shares of Series G
Convertible  Preferred  Stock (and  interest on dividends in arrears at the rate
specified  herein) and the Parity  Dividend  Stock shall be paid or declared and
set apart for payment pro rata, so that the amount of dividends paid or declared
and set apart for payment per share on the Series G Convertible  Preferred Stock
and the  Parity  Dividend  Stock  shall in all cases bear to each other the same
ratio  that  accrued  and unpaid  dividends  per share on the shares of Series G
Convertible Preferred Stock and the Parity Dividend Stock bear to each other.

                Any  references  to  "distribution"  contained in this Section 4
shall not be deemed to  include  any stock  dividend  or  distributions  made in
connection with any liquidation,  dissolution, or winding up of the Corporation,
whether voluntary or involuntary.

                (b) If  the  Corporation  elects  in the  exercise  of its  sole
discretion to issue shares of Common Stock in payment of dividends on the Series
G Convertible  Preferred  Stock,  the Corporation  shall issue and dispatch,  or
cause to be issued and  dispatched,  to each holder of such shares a certificate
representing  the number of whole shares of Common Stock  arrived at by dividing
the per share  Computed  Price of such  shares of  Common  Stock  into the total
amount of cash  dividends  such  holder  would be  entitled  to  receive  if the
aggregate  dividends on the Series G  Convertible  Preferred  Stock held by such
holder  which are being paid in shares of Common  Stock were being paid in cash;
provided,  however, that if certificates representing shares of Common Stock are
issued  and  dispatched  to  holders  of Series G  Convertible  Preferred  Stock
subsequent  to the  third  trading  day  after  a  dividend  payment  date,  the
percentage  used to calculate the Computed Price will be reduced by one for each
trading day after the third trading day following such dividend  payment date to
the date of dispatch of shares of Common Stock.  No fractional  shares of Common
Stock shall be issued in payment of dividends.  In lieu thereof, the Corporation
may issue a number of shares of Common  Stock to each  holder  which  reflects a
rounding to the nearest  whole number of shares of Common Stock or may pay cash.
The Corporation 


                                      -4-




shall not  exercise  its right to issue  shares of Common  Stock in  payment  of
dividends on Series G Convertible Preferred Stock if:

                (i) the number of shares of Common Stock at the time authorized,
unissued and unreserved for all purposes, or held in the Corporation's treasury,
is  insufficient  to pay the portion of such  dividends  to be paid in shares of
Common Stock;

                (ii) the  issuance or  delivery  of shares of Common  Stock as a
dividend payment would require registration with or approval of any governmental
authority under any law or regulation, and such registration or approval has not
been effected or obtained;

                (iii)  the  shares of  Common  Stock to be issued as a  dividend
payment have not been authorized for listing,  upon official notice of issuance,
on any  securities  exchange or market on which the Common Stock is then listed;
or have not been  approved  for  quotation  if the Common Stock is traded in the
over-the-counter market;

                (iv)  the  Computed  Price  (determined  without  regard  to the
proviso to the  definition  thereof) is less than the par value of the shares of
Common Stock;

                (v) the shares of Common Stock (A) cannot be sold or transferred
without  restriction by  unaffiliated  holders who receive such shares of Common
Stock as a dividend payment or (B) are no longer listed on a national securities
exchange, on the Nasdaq National Market or the Nasdaq SmallCap Market; or

                (vi) the  issuance  of  shares  of Common  Stock in  payment  of
dividends  on Series G  Convertible  Preferred  Stock held by any GFL Person (as
defined in Section  9(a)  hereof)  would  result in any GFL Person  beneficially
owning more than 4.9% of the Common Stock, determined as provided in the proviso
to the second sentence of Section 9(a) hereof.

                Shares of Common  Stock issued in payment of dividends on Series
G  Convertible  Preferred  Stock  pursuant to this Section shall be, and for all
purposes shall be deemed to be,  validly  issued,  fully paid and  nonassessable
shares of Common Stock of the Corporation;  the issuance and delivery thereof is
hereby authorized;  and the dispatch thereof will be, and for all purposes shall
be deemed to be,  payment in full of the  cumulative  dividends


                                      -5-




to which holders are entitled on the applicable dividend payment date.


                "Computed Price" of shares of Common Stock means the price equal
to 85 percent of the arithmetic  mean of the per share Closing Price (as defined
in Section  9(b)) of the Common  Stock for the three  consecutive  trading  days
ending on the third trading day prior to the applicable  dividend  payment date;
provided however,  that,  notwithstanding  the foregoing,  in no event shall the
Computed Price be less than $.01 per share.

                SECTION   5.   LIQUIDATION   PREFERENCE.   In  the  event  of  a
liquidation, dissolution, or winding up of the Corporation, whether voluntary or
involuntary,  the  holders  of Series G  Convertible  Preferred  Stock  shall be
entitled to receive out of the assets of the  Corporation,  whether  such assets
constitute  stated  capital  or surplus  of any  nature,  an amount per share of
Series G  Convertible  Preferred  Stock  equal  to the sum of (i) all  dividends
accrued and unpaid  thereon to the date of final  distribution  to such holders,
(ii)  accrued  and  unpaid  interest  on  dividends  in  arrears  to the date of
distribution, and (iii) $1,000.00 (collectively,  "the Liquidation Preference"),
and no more,  before any payment shall be made or any assets  distributed to the
holders  of  Common  Stock or any other  class or  series  of the  Corporation's
capital  stock  ranking  junior  as  to  liquidation  rights  to  the  Series  G
Convertible  Preferred Stock  (collectively,  the "Junior  Liquidation  Stock");
provided,  however,  that such  rights  shall  accrue to the holders of Series G
Convertible  Preferred Stock only in the event that the  Corporation's  payments
with respect to the  liquidation  preference  of the holders of capital stock of
the  Corporation  ranking  senior  as to  liquidation  rights  to the  Series  G
Convertible  Preferred  Stock (the  "Senior  Liquidation  Stock") are fully met.
After the liquidation preferences of the Senior Liquidation Stock are fully met,
the  entire  assets  of the  Corporation  available  for  distribution  shall be
distributed  ratably  among the  holders of the Series G  Convertible  Preferred
Stock and any other class or series of the  Corporation's  capital  stock having
parity as to liquidation  rights with the Series G Convertible  Preferred  Stock
(the "Parity  Liquidation  Stock") in proportion to the respective  preferential
amounts to which each is entitled  (but only to the extent of such  preferential
amounts).  After payment in full of the  liquidation  price of the shares of the
Series G  Convertible  Preferred  Stock and the Parity  Liquidation  Stock,  the
holders of such shares shall not be entitled to any further participation in any
distribution of assets by the Corporation.  Neither a consolidation or merger of
the Corporation  with another  corporation nor a sale or transfer of


                                      -6-





all or part of the Corporation's assets for cash, securities,  or other property
in and of itself will be considered a liquidation, dissolution, or winding up of
the Corporation.

                SECTION  6. NO  MANDATORY  REDEMPTION.  The  shares  of Series G
Convertible  Preferred Stock shall not be subject to mandatory redemption by the
Corporation.

                SECTION 7. NO SINKING  FUND.  The shares of Series G Convertible
Preferred Stock shall not be subject to the operation of a purchase, retirement,
or sinking fund.

                SECTION 8. OPTIONAL REDEMPTION. So long as the Corporation is in
compliance  in all  material  respects  with its  obligations  to the holders of
shares of Series G Convertible  Preferred Stock (including,  without limitation,
its obligations under the Registration  Rights Agreement between the Corporation
and the  original  holders  of the  Series G  Convertible  Preferred  Stock (the
"Registration  Rights  Agreement")  and the  provisions of this  Certificate  of
Designations),  the  Corporation  shall have the right,  exercisable on not less
than 15 days or more than 20 days written notice to the holders of record of the
shares of Series G Convertible Preferred Stock to be redeemed, at any time which
is (x) 90 days or more  after the  Tranche  1  Registration  Effective  Date (as
defined  in  Section  9(b)) to redeem  all of the shares or any part of not less
than 600  shares  (or  such  lesser  number  of  shares  of  Tranche  1 Series G
Convertible  Preferred Stock as shall remain outstanding at the time of exercise
of such redemption  right) of Tranche 1 Series G Convertible  Preferred Stock or
(y) 90 days or more after the Tranche 2 Registration  Effective Date (as defined
in  Section  9(b)) to redeem  all of the shares or any part of not less than 600
shares  (or such  lesser  number  of shares  of  Tranche 2 Series G  Convertible
Preferred  Stock as shall  remain  outstanding  at the time of  exercise of such
redemption  right) of Tranche 2 Series G Convertible  Preferred Stock, in either
case in  accordance  with this Section 8. Any notice of redemption (a "Notice of
Redemption")  under this Section shall be delivered to the holders of the shares
of Series G  Convertible  Preferred  Stock at their  addresses  appearing on the
records of the Corporation; provided, however, that any failure or defect in the
giving of notice to any such holder  shall not affect the  validity of notice to
or the redemption of shares of Series G Convertible Preferred Stock of any other
holder.  Any Notice of Redemption may, subject to the 15 and 20 day restrictions
stated  above,  be given  prior to the date which is 90 days after the Tranche 1
Registration Effective Date or the Tranche 2 Registration Effective Date, as the
case may be, but in 


                                      -7-







any such case may not specify a Redemption Date (as herein defined) prior to the
date which is 90 days after the  Tranche 1  Registration  Effective  Date or the
Tranche  2  Registration  Effective  Date,  as the case may be.  Any  Notice  of
Redemption  shall  state (1) that the  Corporation  is  exercising  its right to
redeem  all or a portion  of the  outstanding  shares  of  Series G  Convertible
Preferred Stock pursuant to this Section 8, (2) the number of shares of Series G
Convertible Preferred Stock held by such holder which are to be redeemed and the
tranche of the shares to be redeemed,  (3) the Redemption  Price (as hereinafter
defined)  per  share of Series G  Convertible  Preferred  Stock to be  redeemed,
determined  in accordance  with this Section,  and (4) the date of redemption of
such shares of Series G Convertible  Preferred  Stock,  determined in accordance
with  this  Section  (the  "Redemption  Date").  On  the  Redemption  Date,  the
Corporation shall make payment in immediately  available funds of the applicable
Redemption  Price (as hereinafter  defined) to each holder of shares of Series G
Convertible  Preferred  Stock to be redeemed to or upon the order of such holder
as specified by such holder in writing to the  Corporation at least one business
day prior to the  Redemption  Date.  If the  Corporation  exercises its right to
redeem  all or a portion  of the  outstanding  shares  of  Series G  Convertible
Preferred Stock the Corporation  shall make payment to the holders of the shares
of Series G Convertible  Preferred Stock to be redeemed in respect of each share
of Series G Convertible Preferred Stock to be redeemed of an amount equal to the
sum  of (A)  the  amount  of the  Liquidation  Preference  determined  as of the
applicable Redemption Date and (B) $176.50 (such sum being referred to herein as
the  "Redemption  Price").  Upon  redemption  of less than all of the  shares of
Series G  Convertible  Preferred  Stock  evidenced by a particular  certificate,
promptly, but in no event later than three business days after surrender of such
certificate  to the  Corporation,  the  Corporation  shall  issue a  replacement
certificate  for the shares of Series G Convertible  Preferred  Stock which have
not been redeemed. Only whole shares of Series G Convertible Preferred Stock may
be  redeemed.  If the  Corporation  exercises  its right to redeem less than all
outstanding shares of Series G Convertible Preferred Stock, then such redemption
shall be made, as nearly as  practical,  pro rata among the holders of record of
the Series G Convertible Preferred Stock. Notwithstanding any other provision of
this  Certificate of  Designations,  no share of Series G Convertible  Preferred
Stock as to which the  holder  exercises  the right of  conversion  pursuant  to
Section 9 hereof  may be  redeemed  by the  Corporation  on or after the date of
exercise of such conversion right.


                                      -8-




                SECTION 9. CONVERSION.

                (a)  Conversion  at Option of  Holder.  (i) The  holders  of the
Series G Convertible  Preferred  Stock may, upon  surrender of the  certificates
therefor,  convert any or all of their shares of Series G Convertible  Preferred
Stock into fully paid and  nonassessable  shares of Common  Stock and such other
securities and property as hereinafter provided. Commencing on the date which is
the  earliest  of (i) the Tranche 1  Registration  Effective  Date,  (ii) or the
Tranche 2 Registration  Effective Date and (iii) the date which is 90 days after
the date of initial  issuance of shares of Series G Convertible  Preferred Stock
(the  "Issuance  Date")  and at any time  thereafter,  each  share  of  Series G
Convertible  Preferred  Stock  initially  may  be  converted  at  the  principal
executive  offices of the Corporation,  the office of any transfer agent for the
Series G Convertible  Preferred  Stock, if any, the office of any transfer agent
for the Common Stock or at such other office or offices, if any, as the Board of
Directors may designate,  into whole shares of Common Stock at the rate equal to
the number of fully paid and nonassessable shares of Common Stock (calculated as
to each conversion to the nearest 1/100th of a share) determined by dividing (y)
the sum of (i) the Conversion  Amount,  (ii) accrued but unpaid dividends to the
Conversion  Date, and (iii) accrued but unpaid  interest on the dividends on the
shares of Series G Convertible Preferred Stock being converted in arrears to the
Conversion  Date  by  (z)  the  lesser  of  (I)  $11.50  (subject  to  equitable
adjustments for stock splits, stock dividends, combinations,  recapitalizations,
reclassifications  and similar events) and (II) the product of (A) the Tranche 1
Conversion  Percentage or the Tranche 2 Conversion  Percentage,  as the case may
be, times (B) the arithmetic average of the Closing Price of the Common Stock on
the three  consecutive  trading days  immediately  preceding the Conversion Date
(but in no event shall the amount determined  pursuant to subclause (II) of this
clause  (z) be less than  $7.00  (subject  to  equitable  adjustments  for stock
splits, stock dividends, combinations, recapitalizations,  reclassifications and
similar events),  regardless of the actual amount otherwise  determined pursuant
to this clause (z)) (the "Minimum  Conversion  Price"),  in each case subject to
adjustment as hereinafter provided (the "Conversion Rate");  provided,  however,
that in no event shall Genesee Fund Limited  ("Genesee")  be entitled to convert
any shares of Series G Convertible  Preferred  Stock in excess of that number of
shares of Series G Convertible  Preferred Stock upon conversion of which the sum
of (1) the number of shares of Common  Stock  beneficially  owned by Genesee and
any  person  whose  beneficial  ownership  of shares of  Common  Stock  would be
aggregated  with 


                                      -9-





Genesee's beneficial ownership of shares of Common Stock for purposes of Section
13(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
and Regulation 13D-G thereunder (each a "GFL Person" and collectively,  the "GFL
Persons") (other than shares of Common Stock deemed  beneficially  owned through
the ownership of unconverted shares of Series G Convertible  Preferred Stock and
unexercised  Common Stock Purchase Warrants issued to Genesee in connection with
the issuance of the Series G Convertible  Preferred Stock) and (2) the number of
shares of Common Stock  issuable upon the  conversion of the number of shares of
Series G Convertible  Preferred Stock with respect to which the determination in
this  proviso is being made,  would  result in  beneficial  ownership by any GFL
Person of more than 4.9% of the outstanding shares of Common Stock. For purposes
of the proviso to the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulation 13D-G thereunder,  except as otherwise provided
in clause (1) of the proviso to the immediately preceding sentence. For purposes
of the  proviso to the  second  preceding  sentence,  the  Corporation  shall be
entitled to rely, and shall be fully  protected in relying,  on any statement or
representation  made  by  Genesee  to  the  Corporation  in  connection  with  a
particular conversion,  without any obligation on the part of the Corporation to
make any  inquiry or  investigation  or to examine its records or the records of
any transfer agent for the Common Stock.

                (ii)  Each  certificate  for  shares  of  Series  G  Convertible
Preferred  Stock initially  issued shall bear a legend  identifying it as either
"Tranche 1" or "Tranche  2," as agreed in writing  with the  Corporation  by the
initial  holder  of  shares of Series G  Convertible  Preferred  Stock.  Any new
certificate issued upon transfer of any shares of Series G Convertible Preferred
Stock or, in  connection  with a  conversion  of shares of Series G  Convertible
Preferred  Stock,  to  evidence  the  unconverted  balance of shares of Series G
Convertible  Preferred  Stock  shall  bear the same  legend  as the  certificate
surrendered to the Corporation in connection therewith, if applicable.


                                      -10-




                (b) Certain Definitions.

                As used herein,  the "Closing Price" of any security on any date
shall mean the closing bid price of such  security on such date on the principal
securities exchange on which such security is traded.

                As used herein, the "Conversion Amount" initially shall be equal
to $1,000.00, subject to adjustment as hereinafter provided.

                As used herein,  "Conversion  Date" shall mean the date on which
the notice of conversion is actually  received by the Corporation,  in case of a
conversion at the option of the holder pursuant to Section 9(a).

                As used herein,  "SEC" shall mean the United  States  Securities
and Exchange Commission.

                As used herein,  "Tranche 1 Computation  Date" means (1) January
1, 1997,  unless  the  Tranche 1  Registration  Statement  theretofore  has been
declared effective by the SEC, and, (2) if the Tranche 1 Registration  Statement
has not  theretofore  been declared  effective by the SEC, each date which is 30
days after a Tranche 1 Computation Date.

                As used herein,  "Tranche 2 Computation Date" means (1) February
1, 1997,  unless  the  Tranche 2  Registration  Statement  theretofore  has been
declared effective by the SEC, and, (2) if the Tranche 2 Registration  Statement
has not  theretofore  been declared  effective by the SEC, each date which is 30
days after a Tranche 2 Computation Date.

                As used herein,  "Tranche 1 Conversion  Percentage"  shall mean,
with  respect  to any  conversion  of shares of  Tranche 1 Series G  Convertible
Preferred  Stock,  85  percent,  except  that,  if the  Tranche  1  Registration
Statement is not ordered effective by the SEC by the Tranche 1 Computation Date,
then the  percentage  stated  above in this  paragraph  shall be  reduced by two
percentage  points on each  Tranche 1  Computation  Date,  and  except  that the
percentage  stated above in this paragraph,  as so adjusted,  is also subject to
adjustment  as  provided  in  Section  3(f)(iii)  of  the  Registration   Rights
Agreement.

                As used herein,  "Tranche 2 Conversion  Percentage"  shall mean,
with  respect  to any  conversion  of Tranche 2 Series G  Convertible  Preferred
Stock, 85 percent,  except that, if the


                                      -11-





Tranche 2  Registration  Statement  is not ordered  effective  by the SEC by the
Tranche 2 Computation  Date, then the percentage  stated above in this paragraph
shall be reduced by two  percentage  points on each Tranche 2 Computation  Date,
and except that the percentage  stated above in this paragraph,  as so adjusted,
is  also  subject  to  adjustment  as  provided  in  Section  3(f)(iii)  of  the
Registration Rights Agreement.

                As used herein,  "Tranche 1 Registration  Effective  Date" shall
mean the date on which the Tranche 1  Registration  Statement  is first  ordered
effective by the SEC.

                As used herein,  "Tranche 2 Registration  Effective  Date" shall
mean the date on which the Tranche 2  Registration  Statement  is first  ordered
effective by the SEC.

                As used herein,  "Tranche 1 Registration  Statement"  shall mean
the Registration  Statement required to be filed by the Corporation with the SEC
pursuant to Section 2(a)(i) of the Registration Rights Agreement.

                As used herein,  "Tranche 2 Registration  Statement"  shall mean
the Registration  Statement required to be filed by the Corporation with the SEC
pursuant to Section 2(a)(ii) of the Registration Rights Agreement.

                (c) Other Provisions. Notwithstanding anything in this Section 9
to the contrary, no change in the Conversion Amount shall actually be made until
the cumulative effect of the adjustments  called for by this Section 9 since the
date of the last change in the  Conversion  Amount would  change the  Conversion
Amount by more than 1%. However, once the cumulative effect would result in such
a change,  then the  Conversion  Rate shall  actually  be changed to reflect all
adjustments   called   for  by  this   Section  9  and  not   previously   made.
Notwithstanding  anything in this Section 9, no change in the Conversion  Amount
shall be made that would result in a Conversion Price of less than the par value
of the Common Stock into which shares of Series G  Convertible  Preferred  Stock
are at the time convertible.

                The holders of shares of Series G Convertible Preferred Stock at
the close of business on the record date for any dividend  payment to holders of
Series G Convertible  Preferred  Stock shall be entitled to receive the dividend
payable   on  such   shares  on  the   corresponding   dividend   payment   date
notwithstanding  the conversion  thereof after such dividend payment record date
or the  Corporation's  default in payment of the dividend  due on such

                                      -12-






dividend payment date;  provided,  however,  that shares of Series G Convertible
Preferred Stock  surrendered for conversion  during the period between the close
of  business  on any  record  date for a  dividend  payment  and the  opening of
business on the  corresponding  dividend  payment  date must be  accompanied  by
payment  of an  amount  equal to the  dividend  payable  on such  shares on such
dividend  payment  date.  A holder of shares of Series G  Convertible  Preferred
Stock on a record date for a dividend payment who (or whose transferee)  tenders
any of such shares for  conversion  into shares of Common Stock on or after such
dividend  payment date will receive the dividend  payable by the  Corporation on
such  shares of  Series G  Convertible  Preferred  Stock on such  date,  and the
converting  holder need not include  payment of the amount of such dividend upon
surrender  of shares of Series G  Convertible  Preferred  Stock for  conversion.
Except  as  provided  above,  no  adjustment  shall be made in  respect  of cash
dividends on Common Stock or Series G  Convertible  Preferred  Stock that may be
accrued and unpaid at the date of surrender for conversion.



                                      -13-






                The right of the holders of Series G Convertible Preferred Stock
to convert their shares shall be exercised by delivering to the  Corporation  or
its agent, as provided  above, a written notice,  duly signed by or on behalf of
the holder, stating the number of shares of Series G Convertible Preferred Stock
to be converted and, in the case of Genesee,  stating that such  conversion will
not result in Genesee  beneficially owning a number of shares of Common Stock in
excess of that number permitted by Section 9(a). Promptly, but in no event later
than 10  business  days after  delivery of a notice of  conversion,  such holder
shall  surrender for such purpose to the  Corporation or its agent,  as provided
above,  certificates representing shares to be converted, duly endorsed in blank
or accompanied by proper  instruments of transfer.  If such holder shall fail to
deliver  certificates  representing  shares to be  converted  in such form on or
prior to such  tenth  business  day,  such  notice  of  conversion  shall not be
effective,  unless otherwise  agreed by the Corporation,  but such failure shall
not affect such  holder's  right to convert such shares at a date after the date
such notice of conversion was given.  The Corporation  shall pay any tax arising
under  United  States  federal,  state  or  local  law in  connection  with  any
conversion  of shares of Series G  Convertible  Preferred  Stock except that the
Corporation shall not, however,  be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery upon conversion of
shares of Common Stock or other securities or property in a name other than that
of the holder of the shares of the Series G  Convertible  Preferred  Stock being
converted,  and the  Corporation  shall not be  required to issue or deliver any
such  shares or other  securities  or  property  unless  and until the person or
persons  requesting the issuance  thereof shall have paid to the Corporation the
amount of any such tax or shall  have  established  to the  satisfaction  of the
Corporation that such tax has been paid.

                The Corporation (and any successor  corporation)  shall take all
action  necessary  so that a number  of shares of the  authorized  but  unissued
Common  Stock  (or  common  stock  in the  case  of any  successor  corporation)
sufficient to provide for the  conversion of the Series G Convertible  Preferred
Stock outstanding upon the basis hereinbefore provided are at all times reserved
by the Corporation (or any successor corporation),  free from preemptive rights,
for such conversion, subject to the provisions of the next succeeding paragraph.
If the Corporation  shall issue any securities or make any change in its capital
structure  which  would  change the number of shares of Common  Stock into which
each share of the Series G Convertible  Preferred  Stock shall be convertible as
herein  provided,  the  Corporation  shall at the same  time  also  make  proper
provision so that  thereafter  there shall be a 


                                      -14-






sufficient  number of shares of Common Stock authorized and reserved,  free from
preemptive  rights,  for  conversion  of the  outstanding  Series G  Convertible
Preferred  Stock on the new basis.  If at any time the number of authorized  but
unissued shares of Common Stock shall not be sufficient to effect the conversion
of all of the outstanding  shares of Series G Convertible  Preferred  Stock, the
Corporation  promptly shall seek such corporate action as may, in the opinion of
its counsel,  be necessary to increase  its  authorized  but unissued  shares of
Common Stock to such number of shares as shall be sufficient for such purpose.

                In case of any  consolidation  or merger of the Corporation with
any other corporation (other than a wholly-owned  subsidiary of the Corporation)
in which the  Corporation  is not the surviving  corporation,  or in case of any
sale or transfer of all or  substantially  all of the assets of the Corporation,
or in the case of any share  exchange  pursuant to which all of the  outstanding
shares of Common Stock are  converted  into other  securities  or property,  the
Corporation shall make appropriate  provision or cause appropriate  provision to
be made so that each holder of shares of Series G  Convertible  Preferred  Stock
then  outstanding  shall have the right  thereafter  to convert  such  shares of
Series G Convertible 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 shares of Series G Convertible  Preferred Stock could have
been converted  immediately  prior to the effective date of such  consolidation,
merger,  sale,  transfer,  or share  exchange.  If, in connection  with any such
consolidation,  merger, sale, transfer, or share exchange, each holder of shares
of Common  Stock is entitled to elect to receive  either  securities,  cash,  or
other assets upon completion of such transaction,  the Corporation shall provide
or cause to be provided to each holder of Series G Convertible  Preferred  Stock
the right to elect the securities, cash, or other assets into which the Series G
Convertible  Preferred  Stock held by such  holder  shall be  convertible  after
completion  of any such  transaction  on the same terms and  subject to the same
conditions  applicable  to  holders  of the  Common  Stock  (including,  without
limitation,  notice of the right to elect,  limitations  on the  period in which
such  election  shall be  made,  and the  effect  of  failing  to  exercise  the
election).  The  Corporation  shall not effect any such  transaction  unless the
provisions of this paragraph have been complied with. The above provisions shall
similarly apply to successive  consolidations,  mergers,  sales,  transfers,  or
share exchanges.


                                      -15-





                If a holder shall have given a notice of conversion of shares of
Series  G  Convertible   Preferred   Stock,   upon  surrender  of   certificates
representing shares of Series G Convertible Preferred Stock for conversion,  the
Corporation  shall issue and deliver to such person  certificates for the Common
Stock  issuable  upon such  conversion  within  three  business  days after such
surrender of certificates  and the person  converting  shall be deemed to be the
holder of record of the Common  Stock  issuable  upon such  conversion,  and all
rights with respect to the shares  surrendered shall forthwith  terminate except
the right to receive the Common Stock or other securities, cash, or other assets
as herein provided.

                No  fractional  shares of  Common  Stock  shall be  issued  upon
conversion of Series G Convertible  Preferred Stock but, in lieu of any fraction
of a share of Common  Stock which would  otherwise be issuable in respect of the
aggregate  number of such shares  surrendered  for conversion at one time by the
same holder,  the  Corporation at its option (a) may pay in cash an amount equal
to the product of (i) the arithmetic  average of the Closing Price of a share of
Common Stock on the three  consecutive  trading days before the Conversion  Date
and (ii) such fraction of a share or (b) may issue an additional share of Common
Stock.

                The  "Closing  Price"  for each day shall be the  closing  price
regular  way on such day as reported  on the New York Stock  Exchange  Composite
Tape,  or, if the  Common  Stock is not  listed or  admitted  to trading on such
Exchange, on the principal national securities exchange on which Common Stock is
listed or admitted  to trading,  or, if not listed or admitted to trading on any
national  securities  exchange,  the closing bid price as reported on the Nasdaq
National Market (or, if not so reported, the closing price), or, if not admitted
for quotation on the Nasdaq National Market, the average of the high bid and low
asked prices on such day as recorded by the National  Association  of Securities
Dealers,  Inc. through the National  Association of Securities Dealers Automated
Quotations  System  ("NASDAQ"),  or if the National  Association  of  Securities
Dealers,  Inc.  through  NASDAQ shall not have reported any bid and asked prices
for the Common  Stock on such day,  the average of the bid and asked  prices for
such day as furnished by any New York Stock  Exchange  member firm selected from
time to time by the Corporation for such purposes,  or, if no such bid and asked
prices can be obtained from any such firm, the fair market value of one share of
Common Stock on such day as  determined in good faith by the Board of Directors.
Such determination by the Board of Directors shall be conclusive.


                                      -16-




                The Conversion  Amount shall be adjusted from time to time under
certain circumstances, subject to the provisions of the first three sentences of
the first paragraph of this Section 9(c), as follows:

                (i) In case the Corporation  shall issue rights or warrants on a
pro rata basis to all  holders of the Common  Stock  entitling  such  holders to
subscribe for or purchase Common Stock on the record date referred to below at a
price per share less than the average daily  Closing  Prices of the Common Stock
on the 30  consecutive  business  days  commencing  45 business  days before the
record date (the "Current Market Price"),  then in each such case the Conversion
Amount in effect on such record date shall be  adjusted in  accordance  with the
formula

       C1 = C x   O + N
                  -----
               O + N x P
                  -----  
                    M


where

       C1    = the adjusted Conversion Amount

       C     = the current Conversion Amount

       O     = the  number  of  shares of Common Stock outstanding on the record
                date.

       N     = the number of additional shares of Common Stock issuable pursuant
                to the exercise of such rights or warrants.

       P     = the  offering  price per share of the  additional  shares  (which
                amount shall  include  amounts  received by the  Corporation  in
                respect  of the issuance  and the  exercise  of such  rights  or
                warrants).

       M     = the Current  Market Price per share of Common Stock on the record
                date.

Such adjustment shall become effective immediately after the record date for the
determination  of stockholders  entitled to receive such rights or warrants.  If
any or all such  rights or  warrants  are not so  issued or expire or  terminate
before being exercised, the Conversion Amount then in effect shall be readjusted
appropriately.

                (ii) In case the  Corporation  shall,  by dividend or otherwise,
distribute to all holders of its Junior Stock (as hereinafter defined) evidences
of its indebtedness or assets (including securities,  but excluding any warrants
or subscription rights referred to in subparagraph (i) above and any dividend or
distribution paid in cash out of the retained earnings of the


                                      -17-






Corporation),  then in each such case the Conversion Amount then in effect shall
be adjusted in accordance with the formula


       C1 = C x    M
                 -----   
                 M - F

where

       C1   = the adjusted  Conversion  Amount
       C    = the current  Conversion Amount 
       M    = the Current Market  Price per share of Common  Stock on the record
               date mentioned below. 
       F    = the  aggregate amount of such cash dividend and/or the fair market
               value  on the  record  date of the  assets  or  securities  to be
               distributed  divided  by the  number of  shares  of Common  Stock
               outstanding  on the record  date.  The Board of  Directors  shall
               determine such fair market value,  which  determination  shall be
               conclusive.


Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For purposes of this subparagraph  (ii),  "Junior Stock" shall include any class
of capital  stock  ranking  junior as to  dividends or upon  liquidation  to the
Series G Convertible Preferred Stock.

                (iii) All  calculations  hereunder  shall be made to the nearest
cent or to the nearest 1/100 of a share, as the case may be.

                (iv) If at any time as a result of an  adjustment  made pursuant
to the  fifth  paragraph  of this  Section  9(c),  the  holder  of any  Series G
Convertible  Preferred Stock thereafter  surrendered for conversion shall become
entitled to receive  securities,  cash, or assets other than Common  Stock,  the
number or amount of such  securities or property so receivable  upon  conversion
shall be subject to adjustment from time to time in a manner and on terms nearly
equivalent as  practicable  to the  provisions  with respect to the Common Stock
contained in subparagraphs (i) to (iii) above.

                Except  as  otherwise  provided  above  in  this  Section  9, no
adjustment in the  Conversion  Amount shall be made in respect of any conversion
for share distributions or dividends theretofore declared and paid or payable on
the Common Stock.


                                      -18-


                Whenever the Conversion  Amount is adjusted as herein  provided,
the  Corporation  shall send to each  transfer  agent,  if any, for the Series G
Convertible  Preferred  Stock and the Common  Stock,  a statement  signed by the
Chairman of the Board,  the President,  or any Vice President of the Corporation
and by its  Treasurer  or its  Secretary  or  Assistant  Secretary  stating  the
adjusted  Conversion  Amount  determined  as provided in this Section 9, and any
adjustment  so  evidenced,  given  in good  faith,  shall  be  binding  upon all
stockholders  and  upon the  Corporation.  Whenever  the  Conversion  Amount  is
adjusted,  the Corporation  will give notice by mail to the holders of record of
Series G Convertible  Preferred Stock, which notice shall be made within 15 days
after the effective  date of such  adjustment and shall state the adjustment and
the Conversion Amount.  Notwithstanding the foregoing notice provisions, failure
by the  Corporation  to give such  notice or a defect in such  notice  shall not
affect the binding nature of such corporate action of the Corporation.


                Whenever  the  Corporation  shall  propose  to  take  any of the
actions   specified  in  the  fifth   paragraph  of  this  Section  9(c)  or  in
subparagraphs  (i) or (ii) of the ninth  paragraph  of this  Section  9(c) which
would result in any adjustment in the Conversion Amount under this Section 9(c),
the Corporation  shall cause a notice to be mailed at least 20 days prior to the
date on which the books of the Corporation  will close or on which a record will
be taken for such action,  to the holders of record of the outstanding  Series G
Convertible  Preferred  Stock  on the date of such  notice.  Such  notice  shall
specify the action  proposed to be taken by the  Corporation  and the date as of
which  holders  of record of the  Common  Stock  shall  participate  in any such
actions or be entitled to exchange  their Common Stock for  securities  or other
property,  as the case may be. Failure by the  Corporation to mail the notice or
any defect in such notice shall not affect the validity of the transaction.


                Notwithstanding  any  other  provision  of  this  Section  9, no
adjustment in the Conversion Amount need be made (a) for a transaction  referred
to in  subparagraphs  (i) or (ii) of the ninth paragraph of this Section 9(c) if
holders  of  Series G  Convertible  Preferred  Stock are to  participate  in the
transaction  or  distribution  on a basis  and with  notice  that  the  Board of
Directors  determines such transaction to be fair to the holders of the Series G
Convertible  Preferred  Stock  and  appropriate  in light of the  basis on which
holders of the Common Stock or, in the case of a transaction referred to in said
subparagraph (ii),  holders of Junior Stock participate in the transaction;  (b)
for sales of Common Stock pursuant to a plan for  reinvestment  of dividends and


                                      -19-





interest, provided that the purchase price in any such sale is at least equal to
the fair  market  value of the  Common  Stock at the time of such  purchase,  or
pursuant  to any  plan  adopted  by  the  Corporation  for  the  benefit  of its
employees,  directors,  or  consultants;  or (c) after  such time as a holder of
shares of Series G Convertible  Preferred Stock becomes entitled to receive only
cash upon  conversion of such shares (in which case no interest  shall accrue on
the amount of such cash for any period prior to the date which is three business
days after surrender of the certificates for such shares for conversion).

                (d)  Conversion  at  Option  of  Corporation.  So  long  as  the
Corporation shall be in compliance in all material respects with its obligations
to the holders of the Series G Convertible  Preferred Stock (including,  without
limitation,  its obligations  under the  Registration  Rights  Agreement and the
provisions of this  Certificate  of  Designations)  and so long as the Tranche 1
Registration  Statement  and the  Tranche  2  Registration  Statement  shall  be
effective, the Corporation shall have the right, exercisable at any time or from
time to time on or after the date  which is one year  after the later of (x) the
Tranche  1  Registration  Effective  Date  and (y) the  Tranche  2  Registration
Effective  Date, by at least 15 business days but not more than 20 business days
prior notice (a "Corporation  Conversion Notice") to the holders of the Series G
Convertible  Preferred Stock, to require such holders to convert,  in accordance
with the provisions,  and subject to the limitations,  of this Section 9, all or
any part of the outstanding shares of Series G Convertible  Preferred Stock into
shares of Common Stock to the extent the same are at such time  convertible into
shares of Common Stock.  The Corporation  Conversion  Notice shall state (1) the
number of shares of Series G Convertible  Preferred  Stock which the Corporation
seeks to require to be converted  into shares of Common Stock and the tranche of
the shares to be converted and (2) the conversion  date (which shall not be less
than  15  business  days or more  than 20  business  days  after  the  date  the
Corporation  Conversion  Notice  is  given).  If the  Corporation  shall  give a
Corporation  Conversion Notice, then, unless theretofore converted by the holder
or redeemed  by the  Corporation  in  accordance  herewith,  and, so long as the
Tranche 1 Registration  Statement and the Tranche 2 Registration Statement shall
remain  effective  on such  conversion  date  and the  Corporation  shall  be in
compliance in all material  respects with its obligations under the Registration
Rights  Agreement on such  conversion  date, on the conversion date properly set
forth  therein,  the lesser of (A) the number of shares of Series G  Convertible
Preferred Stock which the Corporation  seeks to require to be converted,  as set
forth in such Corporation  Conversion Notice or 


                                      -20-





(B) the maximum number of shares of Series G Convertible  Preferred  Stock which
on such  conversion date is convertible in accordance with Sections 9(a) hereof,
shall be  converted  into such  number  of  shares  of Common  Stock as shall be
determined  pursuant  to this  Section  9 (but  without  regard  to the  Minimum
Conversion  Price)  as if the  conversion  of such  number of shares of Series G
Convertible  Preferred  Stock were made by the  holders  thereof  in  accordance
herewith without any further action on the part of the holders of such shares of
Series G  Convertible  Preferred  Stock.  Upon  receipt  by the  Corporation  of
certificates  for shares of Series G Convertible  Preferred Stock converted into
shares of Common Stock in accordance  with this Section 9(d) after a Corporation
Conversion  Notice is given,  the  Corporation  shall  issue and,  within  three
trading days after such  surrender,  deliver to or upon the order of such holder
(1) that  number of shares of Common  Stock for the number of shares of Series G
Convertible  Preferred  Stock  converted as shall be  determined  in  accordance
herewith,  (2) a  new  certificate  for  the  balance  of  shares  of  Series  G
Convertible  Preferred  Stock, if any, and (3) payment of the accrued and unpaid
dividends  on the shares of Series G  Convertible  Preferred  Stock so converted
(which  payment of  dividends  may be made in  accordance  with Section 4 if the
Corporation satisfies the requirements thereof).

                SECTION 10. VOTING RIGHTS.  Except as otherwise  required by law
or expressly  provided  herein,  shares of Series G Convertible  Preferred Stock
shall not be entitled to vote on any matter.

                The affirmative  vote or consent of the holders of a majority of
the  outstanding  shares of the Series G  Convertible  Preferred  Stock,  voting
separately as a class,  will be required for (1) any amendment,  alteration,  or
repeal,  whether by merger or consolidation or otherwise,  of the  Corporation's
Certificate of Incorporation if the amendment,  alteration, or repeal materially
and adversely affects the powers, preferences, or special rights of the Series G
Convertible  Preferred  Stock,  or (2) the  creation  and issuance of any Senior
Dividend Stock or Senior Liquidation Stock; provided, however, that any increase
in the  authorized  preferred  stock  of the  Corporation  or the  creation  and
issuance of any stock which is both Junior Dividend Stock and Junior Liquidation
Stock or any other capital stock of the Corporation ranking on a parity with the
Series G Convertible  Preferred  Stock shall not be deemed to affect  materially
and adversely such powers, preferences, or special rights.


                                      -21-






                SECTION 11. OUTSTANDING SHARES. For purposes of this Certificate
of  Designations,  all shares of Series G Convertible  Preferred  Stock shall be
deemed  outstanding  except  (i)  from  the date of  surrender  of  certificates
representing shares of Series G Convertible  Preferred Stock for conversion into
Common Stock, all shares of Series G Convertible  Preferred Stock converted into
Common  Stock;  (ii) from the date of  registration  of transfer,  all shares of
Series G Convertible  Preferred  Stock held of record by the  Corporation or any
subsidiary or Affiliate (as defined  herein) of the  Corporation  and (iii) from
the Redemption  Date, all shares of Series G Convertible  Preferred  Stock which
are  redeemed,  so long as in each case the  Redemption  Price of such shares of
Series G Convertible  Preferred Stock shall have been paid by the Corporation as
and when required hereby.  For the purposes of this Certificate of Designations,
"Affiliate" means any person directly or indirectly controlling or controlled by
or under direct or indirect  common control with the  Corporation.  "Control" is
the power to direct the management and policies of a person, directly or through
one or more intermediaries,  whether through the ownership of voting securities,
by contract, or otherwise.



                                      -22-






                IN WITNESS  WHEREOF,  Palomar  Medical  Technologies,  Inc.  has
caused its  corporate  seal to be hereunto  affixed and this  certificate  to be
signed  by  David  A.  Broadwin,  its  Assistant  Secretary,  this  26th  day of
September, 1996.

                                             PALOMAR MEDICAL TECHNOLOGIES, INC.



                                             By /s/ Dave A. Broadwin
                                                --------------------------
                                               David A. Broadwin
                                               Assistant Secretary



                                      -23-