<PAGE>

                                                                     Exhibit 3.1

                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                   DELIVERED 02:49 PM 05/01/2007
                                                     FIXED 02:39 PM 05/01/2007
                                                   SRV 070501450 - 2018808 FILE

                            CERTIFICATE OF AMENDMENT
                         TO CERTIFICATE OF INCORPORATION

     Cambrex Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (this
"Corporation"),

DOES HEREBY CERTIFY:

          FIRST: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted approving a proposed amendment of the Restated
Certificate of Incorporation of the Corporation (the "Amendment") and the Board
of Directors declared the Amendment to be advisable and in the best interests of
the Company and its stockholders and directed that such Amendment be submitted
for consideration and approval by the stockholders of the Corporation at the
annual meeting of the Corporation held on April 26,2007 (the "Annual Meeting").

          SECOND: That the Certificate of Incorporation of the Corporation is
hereby amended by striking out Article SIXTH thereof in its entirety and by
substituting the following new Article SIXTH:

          "SIXTH: (a) Except as otherwise fixed by or pursuant to the provisions
     of Article FOURTH hereof relating to the rights of the holders of any class
     or series of stock having a preference over the Common Stock as to
     dividends or upon liquidation to elect additional directors under specified
     circumstances, the number of the directors of the Corporation shall be
     fixed from time to time by or pursuant to the By-Laws of the Corporation.
     Subject to the provisions of this Article SIXTH below, until the 2010
     annual meeting of stockholders when the following classification shall
     cease, the directors, other than those who may be elected by the holders of
     any class or series of stock having a preference over the Common Stock as
     to dividends or upon liquidation, shall be classified, with respect to the
     time for which they severally hold office, into three classes, as nearly
     equal in number as possible, as shall be provided in the manner specified
     in the By-Laws of the Corporation, one class to hold office initially for a
     term expiring at the annual meeting of stockholders to be held in 1988,
     another class to hold office initially for a term expiring at the annual
     meeting of stockholders in 1989, and another class to hold office initially
     for a term expiring at the annual meeting of stockholders to be held in
     1990, with the members of each class to hold office until the successors
     are elected and qualified. At each annual meeting of the stockholders of
     the Corporation until the 2008 annual meeting of stockholders, the
     successors of the class of directors whose term expires at that meeting
     shall be elected to hold office for a term expiring at the annual meeting
     of stockholders held in the third year following the year of their
     election. Directors elected at and

<PAGE>

     after the 2008 annual meeting of stockholders shall hold office until the
     first annual meeting of stockholders following their election and until a
     successor shall have been elected and qualified or until the director's
     prior death, resignation or removal.

          (b) Advance notice of stockholder nominations for the election of
     directors shall be given in the manner provided in the By-Laws of the
     Corporation.

          (c) Except as otherwise provided for or fixed by or pursuant to the
     provisions of Article FOURTH hereof relating to the rights of the holders
     of any class or series of stock having a preference over the Common Stock
     as to dividends or upon liquidation to elect directors under specified
     circumstances, newly created directorships resulting from any increase in
     the number of directors and any vacancies on the Board of Directors
     resulting from death, resignation, disqualification, removal or other cause
     shall be filled solely by the affirmative vote of a majority of the
     directors or the sole director then remaining in office, even though less
     than a quorum of the Board of Directors. Any director elected in accordance
     with the preceding sentence shall hold office until the next succeeding
     annual meeting of stockholders following such director's election and until
     such director's successor shall have been elected and qualified, including
     in circumstances where such director's predecessor was elected to a longer
     term. No decrease in the number of directors constituting the Board of
     Directors shall shorten the term of any incumbent director.

          (d) Subject to the rights of any class or series of stock having a
     preference over the Common Stock as to dividends or upon liquidation to
     elect directors under specified circumstances, any director may be removed
     from office, with or without cause, by the affirmative vote of the holders
     of a majority of the combined voting power of the then outstanding shares
     of stock entitled to vote generally in the election of directors, voting
     together as a single class.

          (e) Any action required or permitted to be taken by the stockholders
     of the Corporation must be effected at a duly called annual or special
     meeting of such holders and may not be effected by any consent in writing
     by such holders. Except as otherwise required by law and subject to the
     rights of the holders of any class or series of stock having a preference
     over the Common Stock as to dividends or upon liquidation, special meetings
     of stockholders of the Corporation may be called only by the Chairman of
     the Board or President or the Board of Directors pursuant to a resolution
     approved by a majority of the entire Board of Directors or as otherwise
     provided in the By-Laws of the Corporation.

          (f) In furtherance and not in the limitation of the powers conferred
     by statute, the Board of Directors is expressly authorized to make, alter,
     amend or repeal the By-Laws of the Corporation, but the stockholders may
     adopt additional By-Laws and may amend or repeal By-Laws whether or not
     adopted by them provided that the affirmative vote of the holders of a
     majority of the combined voting power of the then outstanding shares of
     stock entitled to vote generally in the election of directors, voting
     together as a single class, is required for any such adoption of additional
     By-Laws, amendment or repeal.

<PAGE>

          (g) Notwithstanding any other provision of this Certificate of
     Incorporation or the By-Laws of the Corporation (and notwithstanding the
     fact that a lesser percentage may be specified by law, the Certificate of
     Incorporation or the By-Laws of the Corporation), the affirmative vote of
     the holders of a majority of the voting power of all the shares of the
     Corporation entitled to vote generally in the election of directors, voting
     together as a single class, shall be required to alter, amend or repeal
     this Article SIXTH or to adopt any provision inconsistent herewith."

          THIRD: That at the Annual Meeting, the necessary number of shares as
required by statute were voted in favor of the Amendment.

          FOURTH: That the Amendment was duly adopted in accordance with the
provisions of Sections 242 of the General Corporation Law of the State of
Delaware.

<PAGE>

          IN WITNESS WHEREOF, this Corporation has caused this certificate to be
executed by its authorized officer on this __ day of April, 2007.

                                        CAMBREX CORPORATION


                                        By: /s/ Peter E. Thauer
                                            ------------------------------------
                                        Name: Peter E. Thauer
                                        Title: Senior Vice President
<PAGE>


                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 03:30 PM 06/07/2001
                                                          010275168 - 2018808

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              CAMBREX CORPORATION

               PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION
                          LAW OF THE STATE OF DELAWARE

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

      FIRST: That the Board of Directors of the Corporation, at a meeting of its
members, duly adopted a resolution setting forth the following proposed
amendment to the Certificate of Incorporation of the Corporation and declaring
such amendment to be advisable:

      1. The Certificate of Incorporation of the Corporation is hereby amended
by the amendment of the first paragraph of ARTICLE FOURTH thereof to read in its
entirety as follows:

            FOURTH: The total number of shares or all classes of stock which the
            Corporation shall have the authority to issue is 106,263,835 shares,
            consisting of 400,000 shares of Class A 8.25% Cumulative Preferred
            Stock, par value $.10 per share (the "Class A Preferred"), 40,597
            shares of Class B 8.25% Cumulative Convertible Preferred Stock, par
            value $.10 per share (the "Class B Preferred), 19,403 shares of
            Class C Convertible

<PAGE>

            Preferred Stock, par value $.10 per share (the "Class C Preferred"),
            73,089 shares of Class D 8% Convertible Preferred Stock, par value
            $.10 per share (the "Class D Preferred"), 5,000,000 shares of Series
            Preferred Stock, par value $.10 per share (the "Series Preferred
            Stock"), 730,746 shares of Nonvoting Common Stock, par value $.10
            per share (the "Nonvoting Common"), and 100,000,000 shares of Common
            Stock, par value $.10 per share (the "Voting Common"). The Class B
            Preferred and the Class C Preferred are referred to herein
            collectively as the "1981 Convertible Preferred Stock"; the 1981
            Convertible Preferred Stock and the Class A Preferred are referred
            to herein collectively as the "1981 Preferred Stock"); the 1981
            Preferred Stock and the Class D Preferred are referred to herein
            collectively as the "Preferred Stock"; and the Voting Common and the
            Nonvoting Common are referred to herein collectively as the "Common
            Stock". A share of Preferred Stock will be referred to herein as a
            "Share". The Voting Common is also referred to herein as the "Class
            A Common" and the Non-voting Common is also referred to herein as
            the "Class B Common". Unless otherwise provided, other capitalized
            terms used in Section A of this Article FOURTH are defined in
            subdivision VI thereof, other capitalized terms used in Section C of
            this Article FOURTH are defined in subdivision VIII thereof and
            definitions set forth in any Section of this Article FOURTH apply
            only to capitalized terms used in such Section. All cross-references
            in each Section of this Article FOURTH refer to other parts,
            paragraphs and subdivisions in such Section unless otherwise
            indicated; and further

      SECOND: That at a special meeting and vote of the stockholders of the
Corporation called and held in accordance with Section 222 of the General
Corporation Law on April 26, 2001, a majority of the outstanding stock entitled
to vote thereon has voted in favor of the foregoing amendment.

      THIRD: The Amendment to the Certificate of Incorporation of the
Corporation set forth in paragraph FIRST above was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law.

<PAGE>

      IN WITNESS WHEREOF, I, the undersigned Steven M. Klosk, being the
Executive Vice President-Administration, for the purpose of amending the
Certificate of Incorporation of the Corporation pursuant to Section 242 of the
General Corporation Law of the State of Delaware, do make and file this
Certification, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hand, this 7th day of June, 2001.

[Corporate Seal]

                                       -s- Steven M. Klosk
                                       ----------------------------------------
                                       Steven M. Klosk
                                       Executive Vice President-Administration

ATTEST:

-s- Peter E. Thauer
-------------------------
Peter E. Thauer
Secretary

<PAGE>

                                   877273090

3686C

                                                FILED

                                               SEP 30 1987 1PM

                                              [ILLEGIBLE]

                                              [ILLEGIBLE]


                      Restated Certificate of Incorporation
                                       of
                              Cambrex Corporation

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

            1.    The name of the Corporation is Cambrex Corporation. The
Corporation was originally incorporated under the name "CasChem Group, Inc.".
The date of filing its original Certificate of Incorporation with the Secretary
of State is October 11, 1983.

            2.    This Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of the
Corporation by amending ARTICLES SIXTH and EIGHTH thereof.

            3.    The text of the Certificate of Incorporation of the
Corporation, as amended, or supplemented heretofore is further amended hereby to
read as herein set forth in full:

            FIRST: The name of the Corporation is:

                               Cambrex Corporation

            SECOND: The address of its registered office in the State of
Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

            THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations


<PAGE>

3686C

may be organized under the General Corporation Law of Delaware.

            FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 26,263,835 shares, consisting of
400,000 shares of Class A 8.25% Cumulative Preferred StocK, par value $.10 per
share (the "Class A Preferred"), 40,597 shares of Class B 8.25% Cumulative
Convertible Preferred Stock, par value $.10 per share (the "Class B Preferred"),
19,403 shares of Class C Convertible Preferred Stock, par value $.10 per share
(the "Class C Preferred"), 73,089 shares of Class D 8% Convertible Preferred
Stock, par value $.10 per share (the "Class D Preferred"), 5,000,000 shares of
Series Preferred Stock, par value $.10 per share (the "Series Preferred Stock"),
730,746 shares of Nonvoting Common Stock, par value $.10 per share (the
"Nonvoting Common"), and 20,000,000 shares of Common Stock, par value $.10 per
share (the "Voting Common"). The Class B Preferred and the Class C Preferred are
referred to herein collectively as the "1981 Convertible Preferred Stock"; the
1981 Convertible Preferred Stock and the Class A Preferred are referred to
herein collectively as the "1981 Preferred Stock"; the 1981 Preferred Stock and
the Class D Preferred are referred to herein collectively as the "Preferred
Stock"; and the Voting Common and the Nonvoting Common are referred to herein
collectively as the "Common Stock". A share of Preferred Stock will be referred
to herein as a "share". The Voting Common is also referred to herein as the
"Class A Common" and the Non-voting Common is also referred to herein as the
"Class B Common". Unless otherwise provided, other capitalized terms used in
Section A of this Article FOURTH are defined in subdivision VI thereof, other
capitalized terms used in Section C of this Article FOURTH are defined in
subdivision VIII thereof and definitions set forth in any Section of this
Article FOURTH apply only to capitalized terms used in such Section. All
cross-references in each Section of this Article FOURTH refer to other parts,
paragraphs and subdivisions in such Section unless otherwise indicated.

            The following is a statement of the designations, and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of stock of the Corporation:

                                      -2-

<PAGE>

                         SECTION A. 1981 PREFERRED STOCK

I.    Terms Applicable Only to Class A
      Preferred and Class B Preferred.

            1.    Dividends.

            1A.   General Obligation. When and as declared by the board of
directors of the Corporation and to the extent permitted under applicable law,
the Corporation will pay preferential dividends to the holders of the Class A
Preferred and the Class B Preferred as provided in this part 1. Except as
otherwise provided herein, dividends on each Share of Class A Preferred will
accrue cumulatively on a daily basis at the rate of 8.25% per annum of the
Liquidation Value thereof from and including the first day after the end of the
calendar quarter next preceding the date of issuance of such Share to and
including the date on which the Redemption Price of such Share is paid.
Dividends on each Share of Class B Preferred will accrue cumulatively on a daily
basis at the rate of 8.25% per annum of the Purchase Price thereof from and
including the first day after the end of the calendar quarter next preceding the
date of issuance of such Share to and including the date on which the Redemption
Price of such Share is paid or the date on which such Share is converted.
Dividends on the Class A Preferred and the Class B Preferred will accrue whether
or not they have been declared and whether or not there are profits, surplus or
other funds of the Corporation legally available for the payments of dividends.
The date on which the Corporation initially issues any Share will be deemed to
be its "date of issuance" regardless of the number of times transfer of such
Share is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates which may be issued to evidence such
Share. Notwithstanding the foregoing, the payment of any dividend accrued on
the Class A Preferred or the Class B Preferred shall be subject to the
provisions of Section C, subdivision VII. 2C. hereof.

            1B.   Dividend Reference Dates. To the extent not paid on each March
31, June 30, September 30 and December 31, beginning December 31, 1983 (the
"Dividend Reference Dates"), all dividends which have accrued on each Share of
Class A Preferred outstanding during the three-month period (or other period in
the case of the initial Dividend Reference Date) ending upon any such Dividend
Reference Date will be added to the Liquidation Value of such Share and will
remain a part thereof until such dividends are paid. All dividends which have
accrued on each Share of Class B Preferred outstanding during the three-month
period (or other period in the case of

                                      -3-

<PAGE>

the initial Dividend Reference Date) ending upon any Dividend Reference Date
will become payable on such Dividend Reference Date to the extent declared by
the Corporation's board of directors.

            1C.   Distribution of Partial Dividend Payments. If at any time the
Corporation pays less than the total amount of dividends then accrued with
respect to the Class A Preferred or the Class B Preferred, such payment will be
distributed among the holders of such class so that an equal amount will be paid
with respect to each outstanding Share.

            2.    Redemptions.

            2A.   Class A Scheduled Redemptions. The Corporation will redeem
200,000 Shares of Class A Preferred (or such lesser number then outstanding) on
December 31 of each year, commencing in 1989 and ending in 1990 (the "Class A
Scheduled Redemption Dates"), at a price per Share equal to the Redemption Price
thereof.

            2B.   Class A Optional Redemptions. The Corporation may at any time
redeem all or any portion of the Class A Preferred then outstanding at a price
per Share equal to the Redemption Price. No redemption of Class A Preferred
pursuant to this subdivision may be made for less than 50,000 Shares (or such
lesser number of Shares then outstanding), and redemptions made pursuant to this
subdivision will not relieve the Corporation of its obligation to redeem Shares
on the Class A Scheduled Redemption Dates.

            2C.   Class B Scheduled Redemptions. The Corporation will redeem
20,299 Shares of Class B Preferred (or such lesser number then outstanding) on
December 31 of each year, commencing in 1991 and ending in 1992 (the "Class B
Scheduled Redemption Dates"), at a price per Share equal to the Redemption Price
thereof; provided that the Shares of Class B Preferred to be redeemed pursuant
to this subdivision will be subject to the right of offset set forth in
subdivision 1B of subdivision IV and, to the extent the right of offset is
exercised, the Corporation's redemption obligation will be reduced.

            2D.   No Redemption During Certain Class D Preferred Events of
Noncompliance. Anything herein contained to the contrary notwithstanding, the
making by the Corporation of any payment in respect of redemption of any Shares
of 1981 Preferred Stock shall be subject to the provisions of Section C,
subdivision VII. 2C. hereof.

                                      -4-

<PAGE>

            3.    Voting Rights. Except as provided herein or as otherwise
provided by law, the Class A Preferred and the Class B Preferred will have no
voting rights.

II.   Terms Applicable to All Classes of 1981 Preferred Stock.

            1.    Liquidation. Upon any liquidation, dissolution or winding up
of the Corporation, each holder of 1981 Preferred Stock will be entitled to be
paid, before any distribution or payment is made upon any Junior Securities of
the Corporation, an amount in cash equal to the aggregate Liquidation Value of
all Shares held by such holder, and the holders of 1981 Preferred Stock will not
be entitled to any further payment; provided, however, except at provided in
Section C, subdivision V.2., no payment upon any liquidation, dissolution or
winding up of the Corporation may be made with respect to any 1981 Preferred
Stock unless each holder of Class D Preferred shall have received payment in
cash of an amount equal to the aggregate Liquidation Value of the shares of
Class D Preferred held by such holder. The Corporation will mail written notice
of such liquidation, dissolution or winding up, not less than 60 days prior to
the payment date stated therein, to each record holder of 1981 Preferred Stock.
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this part 1.

            2.    General Terms of Redemptions.

            2A.   Redemption Price. For each Share of 1981 Preferred Stock which
is to be redeemed, the Corporation will be obligated on the Redemption Date to
pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such Share) an amount in cash
equal to the respective Liquidation Value of such Share (the "Redemption
Price"). If the funds of the Corporation legally available for redemption of
Shares of any class of 1981 Preferred Stock on any Redemption Date are
insufficient to redeem the total number of Shares of such class to be redeemed
on such date, those funds which are legally available will be used to redeem the
maximum possible number of Shares pro rata among the holders of the Shares to be
redeemed based upon the aggregate Liquidation Value of the Shares to be
redeemed. At any time thereafter when additional funds of the Corporation are
legally available for the redemption of Shares of such class, such funds will

                                      -5-

<PAGE>

immediately be used to redeem the balance of the Shares which the Corporation
has become obligated to redeem on any Redemption Date but which it has not
redeemed.

            2B.   Notice of Redemption. The Corporation will mail written notice
of each redemption of any class or classes of 1981 Preferred Stock to each
record holder of such class or classes, not more than 60 nor less than 30 days
prior to the date on which such redemption is to be made. Upon mailing any
notice of redemption which relates to a redemption at the Corporation's option,
the Corporation will become obligated to redeem the total number of Shares
specified in such notice at the time of redemption specified therein. In case
fewer than the total number of Shares represented by any certificate are
redeemed, a new certificate representing the number of unredeemed Shares will be
issued to the holder thereof without cost to such holder promptly upon
surrender of the certificate representing the redeemed Shares.

            2C.   Determination of the Number of Each Holder's Shares to be
Redeemed. Except as otherwise provided in subdivision IV, the number of Shares
of a particular class of 1981 Preferred Stock to be redeemed from each holder
thereof in redemptions hereunder will be the number of whole Shares determined,
as nearly as practicable to the nearest Share, by multiplying the total number
of Shares of such class to be redeemed times a fraction, the numerator of which
will be the total number of Shares of such class then held by such holder and
the denominator of which will be the total number of Shares of such class then
outstanding.

            2D.   Dividends After Redemption Date. No Share of 1981 Preferred
Stock is entitled to any dividends accruing after its Redemption Date. On such
Redemption Date all rights of the holder of such Share will cease, and such
Share will not be deemed to be outstanding.

            2E.   Redeemed or Otherwise Acquired Shares. Any Shares of 1981
Preferred Stock which are redeemed or otherwise acquired by the Corporation will
be cancelled and will not be reissued, sold or transferred.

            2F.   Other Redemptions or Acquisitions. Neither the Corporation nor
any Subsidiary will redeem or otherwise acquire any 1981 Preferred Stock, except
as expressly authorized herein or pursuant to a purchase offer made to all
holders of the Class A Preferred or the 1981 Convertible Preferred Stock, as the
case may be, pro rata based upon the

                                      -6-

<PAGE>

aggregate Liquidation Value of the Shares of such class or classes of 1981
Preferred Stock held by each such holder.

            2G.   Accrued Dividends Must be Paid Prior to Any Redemption. The
Corporation may not redeem any Shares of a particular class of 1981 Preferred
Stock, unless all dividends accrued on the outstanding Shares of such class of
1981 Preferred Stock through the immediately preceding Dividend Reference Date
have been paid in full.

            3.    Events of Noncompliance.

            3A.   Definition. An Event of Noncompliance will be deemed to have
occurred if:

            (i)   the Corporation fails to pay on any Dividend Reference Date
      the full amount of dividends then accrued on the Class A Preferred or the
      Class B Preferred, whether or not such payment is legally permissible;

            (ii)  the Corporation fails to make any redemption payment with
      respect to the 1981 Preferred Stock which it is obligated to make, whether
      or not such payment is legally permissible;

            (iii) the Corporation breaches or otherwise fails to perform or
      observe any other covenant or agreement with respect to the 1981 Preferred
      Stock set forth in this Article FOURTH or in the Exchange Agreement;

            (iv)  any material representation or warranty contained in the
      Exchange Agreement or required to be furnished to any transferor of 1981
      Preferred Stock pursuant to the Exchange Agreement on or before the date
      of issuance of the 1981 Preferred Stock is false or misleading in any
      material respect on the date made or furnished;

            (v)   any written information furnished by the Corporation or any
      Subsidiary to any holder of 1981 Preferred Stock pursuant to the Exchange
      Agreement after the date of issuance of the 1981 Preferred Stock is, to
      the Corporation's or such Subsidiary's knowledge after due inquiry, false
      or misleading in any material respect on the date made or furnished;

            (vi)  the Corporation or any Material Subsidiary makes an assignment
      for the benefit of credi-

                                      -7-

<PAGE>

      tors or admits in writing its inability to pay its debts generally as they
      become due; or an order, judgment or decree is entered adjudicating the
      Corporation or any Material Subsidiary bankrupt or insolvent under the
      Bankruptcy Code or the Corporation or any Material Subsidiary is a
      debtor-in-possession under the Bankruptcy Code; or any order for relief
      with respect to the Corporation or any Material Subsidiary is entered
      under the Bankruptcy Code; or the Corporation or any Material Subsidiary
      petitions or applies to any tribunal for the appointment of a custodian,
      trustee, receiver or liquidator of the Corporation or any Material
      Subsidiary or of any substantial part of the assets of the Corporation or
      any Material Subsidiary, or commences any proceeding (other than a
      proceeding for the voluntary liquidation and dissolution of a Material
      Subsidiary) relating to the Corporation or any Material Subsidiary under
      any bankruptcy, reorganization, arrangement, insolvency, readjustment of
      debt, dissolution or liquidation law of any jurisdiction; or any such
      petition or application is filed, or any such proceeding is commenced,
      against the Corporation or any Material Subsidiary and either (a) the
      Corporation or any such Material Subsidiary by any act indicates its
      approval thereof, consent thereto or acquiesence therein or (b) such
      petition, application or proceeding is not dismissed within 60 days;

            (vii) a judgment in excess of $500,000 is rendered against the
      Corporation or any Material Subsidiary and, within 60 days after entry
      thereof, such judgment is not discharged or execution thereof stayed
      pending appeal, or within 60 days after the expiration of any such stay,
      such judgment is not discharged; or

            (viii) the Corporation or any Material Subsidiary defaults in the
      performance of any obligation, if the effect of such default is to cause
      an amount exceeding $500,000 to become due prior to its stated maturity,
      or to permit the holder or holders of such obligation to cause an amount
      exceeding $500,000 to become due prior to its stated maturity.

An Event of Noncompliance will not be deemed to have occurred with respect to
the matters described in subparagraph 3A(iii) or 3A(iv) if the Corporation
establishes that (a) in the case

                                      -8-

<PAGE>

of subparagraph 3A(iii), the particular Event of Noncompliance has not been
caused by knowing or purposeful conduct by the Corporation or any Subsidiary and
the Corporation has exercised, and continues to exercise, best efforts
expeditiously to cure the Event of Noncompliance (if cure is possible), (b) in
the case of subparagraph 3A(iv), the particular Event of Noncompliance has not
been caused by a knowing or willful misstatement or misrepresentation on the
part of the Corporation, (c) in the case of both such subparagraphs, the Event
of Noncompliance is not material to the Corporation's financial condition,
operations, assets or business prospects, and (d) in the case of both such
subparagraphs, the Event of Noncompliance is not material to any holder's
investment in the 1981 Preferred Stock.

            3B.   Consequences of Certain Events of Noncompliance.

            (i)   If an Event of Noncompliance of the type described in
      subparagraph 3A(iii) has occurred and continued for a period of 30 days or
      any other Event of Noncompliance has occurred, the dividend rate on the
      Class A Preferred will increase immediately by an increment of 1/2
      percentage point. Thereafter, until such time as no Event of Noncompliance
      exists, the dividend rate on the Class A Preferred will increase
      automatically at the end of each succeeding 90-day period by an additional
      increment of 1/2 percentage point (but in no event will the dividend rate
      exceed 10.25%). Any increase of the dividend rate resulting from the
      operation of this subdivision will terminate as of the close of business
      on the date on which no Event of Noncompliance exists, subject to
      subsequent increases pursuant to this subdivision.

            (ii)  If Events of Noncompliance exist for an aggregate of 365 days
      (whether or not such days are successive), the Conversion Price of the
      1981 Convertible Preferred Stock will be reduced immediately by 10% of the
      Conversion Price in effect immediately prior to such adjustment.
      Notwithstanding the foregoing, if no Events of Noncompliance exist for a
      period of 365 successive days, previous days in which Events of
      Noncompliance existed will not be counted in determining such adjustment.
      In no event will the Conversion Price adjustment be rescinded, and in no
      event will there be more than one Conversion Price adjustment pursuant to
      this subdivision.

                                      -9-

<PAGE>

            (iii) If an Event of Noncompliance exists, each holder of 1981
      Preferred Stock will also have any other rights which such holder may have
      been afforded under any contract or agreement at any time and any other
      rights which such holder may have pursuant to applicable law.

III.  Priority of 1981 Preferred Stock.

            1.    Class A Preferred Priority in Liquidation. Upon any
liquidation, dissolution or winding up of the Corporation, if the assets of the
Corporation to be distributed among the holders of 1981 Preferred Stock are
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid, then the assets of the Corporation to be
distributed to such holders will be distributed (i) first to the holders of
Class D Preferred pursuant to Section C, subdivision V.1., (ii) second, to the
holders of Class A Preferred, until such holders are paid the aggregate amount
which they are entitled to be paid, or, if the assets to be distributed are
insufficient for such purpose, the entire assets to be distributed will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of Class A Preferred held by each such holder, and (iii) third, the
balance (if any) will be distributed ratably among the holders of 1981
Convertible Preferred Stock based upon the aggregate Liquidation Value of the
1981 Convertible Preferred Stock held by each such holder; provided, however,
the priority established by clauses (i) and (ii) shall be subject to Section C,
subdivision V.2.

            2.    Class A Preferred Priority on Dividends, Redemptions, etc. So
long as any Class A Preferred remains outstanding, neither the Corporation nor
any Subsidiary will redeem, purchase or otherwise acquire any 1981 Convertible
Preferred Stock or any Junior Securities (except in connection with conversions
thereof), nor will the Corporation declare or pay any dividend or make any
distribution upon any 1981 Convertible Preferred Stock or any Junior Securities
of the Corporation, if immediately after such redemption, purchase, acquisition,
dividend or distribution any Event of Noncompliance of the type described in
subdivision 3A(i) or 3A(ii) of subdivision II would exist with respect to the
Class A Preferred.

            3.    Class B Preferred Priority on Dividends, Redemptions, etc. So
long as any Class B Preferred remains outstanding, neither the Corporation nor
any Subsidiary will redeem, purchase or otherwise acquire any Class C Preferred
or any Junior Securities (except in connection with conver-

                                      -10-

<PAGE>

sions thereof), nor will the Corporation declare or pay any dividend or make any
other distribution upon any Class C Preferred or any Junior Securities of the
Corporation, if immediately after such redemption, purchase, acquisition,
dividend or distribution any Event of Noncompliance of the type described in
subdivision 3A(i) or 3A(ii) of subdivision II would exist with respect to the
Class B Preferred.

IV.   Terms Applicable Only to 1981 Convertible Preferred Stock.

            1A.   Optional Redemptions. The Corporation may redeem all or any
portion of the 1981 Convertible Preferred Stock after the earlier of (i) the
date of closing with the underwriters of the first firm commitment underwriting
of Common Stock, whether for the account of the Corporation or for others,
having a gross price per share equal to at least 150% of the Conversion Price in
effect on such date and an aggregate price to the public for the Common Stock
which, when added to the aggregate price to the public of any similar prior
registered offerings with gross purchase prices per share of Common Stock equal
to at least 150% of the respective Conversion Prices in effect on the respective
dates of such sales, shall equal at least $5,000,000, or (ii) the date on which
the Corporation shall have received gross proceeds from the sale of Common Stock
for its account for a gross purchase price per share equal to at least 200% of
the Conversion Price in effect on the date of such sale, which proceeds, when
added to the proceeds of any other such sale or sales of Common Stock for gross
purchase prices per share equal to at least 200% of the respective Conversion
Prices at the respective dates of sale, shall equal at least $5,000,000;
provided that no more than one redemption pursuant to clause (i) or (ii) may be
made in any twelve-month period and no 1981 Convertible Preferred Stock may be
redeemed pursuant to clause (ii) prior to December 31, 1986. All redemptions of
1981 Convertible Preferred Stock pursuant to this subdivision will be made pro
rata among the Class B Preferred and the Class C Preferred based upon the the
aggregate Liquidation Value of the Shares then outstanding. For the purposes of
the foregoing clause (ii), the sale by the Corporation of any stock or
securities convertible into or exchangeable for Common Stock (such convertible
or exchangeable stock or securities being called "Convertible Securities" in
this subdivision) shall be deemed to be the sale of Common Stock on the date
upon which such Convertible Securities are converted into or exchanged for
Common Stock, and the gross proceeds received by the Corporation upon the sale
of such Convertible Securities plus the amount of any additional consideration
paid to the Corporation upon the

                                      -11-

<PAGE>

conversion or exchange thereof shall be deemed to be gross proceeds received
from such sale of Common Stock. No redemptions of 1981 Convertible Preferred
Stock pursuant to this subdivision may be made for less than 5,000 Shares (or
such lesser number of Shares then outstanding), and redemptions made pursuant to
this subdivision will not relieve the Corporation of its obligation to redeem
Shares on the Class B Scheduled Redemption Dates pursuant to subdivision 2C of
subdivision I.

            1B.   Right of Offset. Upon the receipt of any notice of redemption
under this part 1 or under subdivision 2C of subdivision I, any holder of 1981
Convertible Preferred Stock or Class B Preferred, as the case may be, will have
the right (exercisable by notifying the Corporation at least two days prior to
the date specified for redemption in the redemption notice) to reduce the number
of Shares of the particular class to be redeemed from such holder at such time
by a number of Shares not exceeding the sum of the number of Offset Shares of
such class of 1981 Convertible Preferred Stock held by such holder at the time
of such redemption; provided that in the case of the final Class B Scheduled
Redemption or a redemption at the Corporation's option in which all outstanding
1981 Convertible Preferred Stock will be redeemed, a holder of 1981 Convertible
Preferred Stock or Class B Preferred, as the case may be, may apply Offset
Shares to reduce the number of Shares to be redeemed from such holder in such
redemption only to the extent such holder converts or has converted the Shares
which are to be redeemed at such time. Each holder of 1981 Convertible Preferred
Stock or Class B Preferred, as the case may be, will be deemed to so apply a
number of Offset Shares equal to the excess (if any) of the number of Shares of
the particular class of 1981 Convertible Preferred Stock to be redeemed from
such holder in any redemption over the number of Shares of such class held by
such holder as of the time of such redemption.

            1C.   Determination of the Number of Each Holder's Shares to be
Redeemed. The number of Shares of a particular class of 1981 Convertible
Preferred Stock to be redeemed from each holder thereof in redemptions by the
Corporation under this part 1 and subdivision 2C of subdivision I will be the
number of whole Shares, as nearly as practicable to the nearest Share,
determined by multiplying the total number of Shares of the particular class of
1981 Convertible Preferred Stock to be redeemed times a fraction, the numerator
of which will be the total number of Shares and Offset Shares of such class then
held by such holder and the denominator of which will be the total number of
Shares and Offset Shares of such

                                      -12-

<PAGE>

class then outstanding; provided that the number of Shares so determined to be
redeemed from any holder will be reduced by the number of Offset Shares such
holder applies to such redemption.

            2.    Conversions.

            2A.   Conversion Procedure.

            (i)   At any time up to two days prior to the Redemption Date of any
      Share, any holder of 1981 Convertible Preferred Stock may convert all or
      any portion of such holder's Shares of 1981 Convertible Preferred Stock
      into a number of shares of the Conversion Stock computed by multiplying
      the number of Shares to be converted by $83.75 and dividing the result by
      the Conversion Price then in effect. For purposes of this subdivision,
      "Conversion Stock" means the Non-Voting Common in the case of Class B
      Preferred and the Voting Common in the case of Class C Preferred.

            (ii)  Each conversion of 1981 Convertible Preferred Stock will be
      deemed to have been effected as of the close of business on the date on
      which the certificate or certificates representing the 1981 Convertible
      Preferred Stock to be converted have been surrendered at the principal
      office of the Corporation. At such time as such conversion has been
      effected, the rights of the holder of such 1981 Convertible Preferred
      Stock as such holder will cease and the Person or Persons in whose name or
      names any certificate or certificates for shares of Conversion Stock are
      to be issued upon such conversion will be deemed to have become the holder
      or holders of record of the shares of Conversion Stock represented
      thereby.

            (iii) As soon as possible after the conversion has been effected,
      the Corporation will deliver to the converting holder:

                  (a)   a certificate or certificates representing the number of
            shares of Conversion Stock issuable by reason of such conversion in
            such name or names and such denomination or denominations as the
            converting holder has specified;

                  (b)   payment in an amount equal to all accrued dividends with
            respect to each Share of Class B Preferred converted, which have not
            been paid prior thereto, plus the amount payable under

                                      -13-

<PAGE>

            subparagraph (v) below with respect to such conversion; and

                  (c)   a certificate representing any Shares of 1981
            Convertible Preferred Stock which were represented by the
            certificate or certificates delivered to the Corporation in
            connection with such conversion but which were not converted.

            (iv)  If for any reason the Corporation is unable to pay any accrued
      dividends on the Class B Preferred being converted, the Corporation will
      pay such dividends to the converting holder as soon thereafter as funds of
      the Corporation are legally available for such payment. At the request of
      any such converting holder, the Corporation will provide such holder with
      written evidence of its obligation to such holder.

            (v)   If any fractional interest in a share of Conversion Stock
      would, except for the provisions of this subparagraph (v), be deliverable
      upon any conversion, the Corporation, in lieu of delivering the fractional
      share therefor, will pay an amount equal to the Market Price of such
      fractional interest as of the date of conversion; provided that if for any
      reason the Corporation is unable to pay the Market Price of any such
      fractional interest, the Corporation will issue such fractional share upon
      the conversion.

            (vi)  The issuance of certificates for shares of Conversion Stock
      upon conversion of 1981 Convertible Preferred Stock will be made without
      charge to the holders of such 1981 Convertible Preferred Stock for any
      issuance tax in respect thereof or other cost incurred by the Corporation
      in connection with such conversion and the related issuance of shares of
      Conversion Stock.

            (vii) The Corporation will not close its books against the transfer
      of 1981 Convertible Preferred Stock or of Conversion Stock issued or
      issuable upon conversion of 1981 Convertible Preferred Stock in any manner
      which interferes with the timely conversion of 1981 Convertible Preferred
      Stock.

            (viii) If the shares of Non-Voting Common issuable by reason of such
      conversion of Class B Preferred are convertible into or exchangeable for
      any other stock or securities of the Corporation (including, without
      limitation, Class A Common), the Corporation will, at the converting
      holder's option, upon surrender of the

                                      -14-

<PAGE>

      shares to be converted by such holder as provided above together with any
      notice or payment required to effect such conversion or exchange of
      Non-Voting Common, deliver to such holder, or as otherwise specified by
      such holder, a certificate or certificates representing the stock or
      securities into which the shares of Non-Voting Common issuable by reason
      of such conversion are so convertible or exchangeable, registered in such
      name or names and in such denomination or denominations as such holder has
      specified.

            2B.   Conversion Price.

            (i)   The initial Conversion Price for the 1981 Convertible
      Preferred Stock will be $83.75. In order to prevent dilution of the
      conversion rights granted under this subdivision, the Conversion Price
      will be subject to adjustment from time to time pursuant to this part 2.

            (ii)  If and whenever the Corporation issues or sells, or in
      accordance with subdivision 2C is deemed to have issued or sold, any
      shares of its Common Stock for a consideration per share less than the
      Conversion Price in effect immediately prior to the time of such issue or
      sale, then forthwith upon such issue or sale, the Conversion Price will be
      reduced to the Conversion Price determined by dividing (A) an amount equal
      to the sum of (x) the product derived by multiplying the Conversion Price
      immediately prior to such issue or sale times the number of shares of
      Common Stock Deemed Outstanding immediately prior to such issue or sale,
      plus (y) the consideration, if any, received by the Corporation upon such
      issue or sale, by (B) the number of shares of Common Stock Deemed
      Outstanding immediately after such issue or sale; provided that no such
      adjustment in the Conversion Price will be made in connection with the
      issuance of (including the issuance of rights and options to purchase) up
      to an aggregate of 8,000 shares of Class A Common to key employees of the
      Corporation and its Subsidiaries.

            2C.   Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under subdivision 2B, the following
will be applicable:

            (i)   Issuance of Rights or Options. If the Corporation in any
      manner grants any rights or options to subscribe for or to purchase Common
      Stock or any stock or other securities convertible into or exchangeable
      for Common Stock (such rights or

                                      -15-

<PAGE>

      options being herein called "Options" and such convertible or exchangeable
      stock or securities being herein called "Convertible Securities") and the
      price per share for which Common Stock is issuable upon exercise of such
      Options or upon conversion or exchange of such Convertible Securities is
      less than the Conversion Price in effect immediately prior to the time of
      the granting of such Options, then the total maximum number of shares of
      Common Stock issuable upon the exercise of such Options or upon conversion
      or exchange of the total maximum amount of such Convertible Securities
      issuable upon the exercise of such Options will be deemed to be
      outstanding and to have been issued and sold by the Corporation for such
      price per share. For purposes of this subdivision, the "price per share
      for which Common Stock is issuable" will be determined by dividing (A) the
      total amount, if any, received or receivable by the Corporation as
      consideration for the granting of such Options, plus the minimum aggregate
      amount of additional consideration payable to the Corporation upon the
      exercise of all such Options, plus in the case of such Options which
      relate to Convertible Securities, the minimum aggregate amount of
      additional consideration, if any, payable to the Corporation upon the
      issuance or sale of such Convertible Securities and the conversion or
      exchange thereof, by (B) the total maximum number of shares of Common
      Stock issuable upon the exercise of such Options or upon the conversion or
      exchange of all such Convertible Securities issuable upon the exercise of
      such Options. Except as otherwise provided in subdivision 2C(iii), no
      adjustment of the Conversion Price will be made when Convertible
      Securities are actually issued upon the exercise of such Options or when
      Common Stock is actually issued upon the exercise of such Options or the
      conversion or exchange of such Convertible Securities.

            (ii)  Issuance of Convertible Securities. If the Corporation in any
      manner issues or sells any Convertible Securities and the price per share
      for which Common Stock is issuable upon such conversion or exchange is
      less than the Conversion Price in effect immediately prior to the time of
      such issue or sale, then the maximum number of shares of Common Stock
      issuable upon conversion or exchange of all such Convertible Securities
      will be deemed

                                      -16-

<PAGE>

      to be outstanding and to have been, issued and sold by the Corporation for
      such price per share. For the purposes of this subdivision, the "price per
      share for which Common Stock is issuable" will be determined by dividing
      (A) the total amount received or receivable by the Corporation as
      consideration for the issue or sale of such Convertible Securities, plus
      the minimum aggregate amount of additional consideration, if any, payable
      to the Corporation upon the conversion or exchange thereof, by (B) the
      total maximum number of shares of Common Stock issuable upon the
      conversion or exchange of all such Convertible Securities. Except as
      otherwise provided in subdivision 2C(iii), no further adjustment of the
      Conversion Price will be made when Common Stock is actually issued upon
      the conversion or exchange of such Convertible Securities, and if any such
      issue or sale of such Convertible Securities is made upon exercise of any
      Options for which adjustments of the Conversion Price had been or are to
      be made pursuant to other provisions of this part 2, no further adjustment
      of the Conversion Price will be made by reason of such issue or sale.

            (iii) Change in Option Price or Conversion Rate. If the purchase
      price provided for in any Options, the additional consideration, if any,
      payable upon the conversion or exchange of any Convertible Securities, or
      the rate at which any Convertible Securities are convertible into or
      exchangeable for Common Stock change at any time (other than under or by
      reason of provisions designed to protect against dilution of the type set
      forth in this part 2 and which have no more favorable effect on the
      holders of such Options or Convertible Securities than this part 2 would
      have if this part 2 were included in such Options or Convertible
      Securities), the Conversion Price in effect at the time of such change
      will be readjusted to the Conversion Price which would have been in effect
      at such time had such Options or Convertible Securities still outstanding
      provided for such changed purchase price, additional consideration or
      changed conversion rate, as the case may be, at the time initially
      granted, issued or sold. If the purchase price provided for in any
      Options, the additional consideration, if any, payable upon the conversion
      or exchange of any Convertible Securities, or the rate at which any

                                      -17-
<PAGE>

Convertible Securities are convertible into or exchangeable for Common Stock, is
reduced at any time under or by reason of provisions with respect thereto
designed to protect against dilution of the type set forth herein and which have
no more favorable effect on the holders of such Options or Convertible
Securities than the provisions hereof would have if the provisions hereof were
included in such Options or Convertible Securities, then in the case of the
delivery of Common Stock upon the exercise of any such Options or other
conversion or exchange of any such Convertible Securities, the Conversion Price
then in effect hereunder will forthwith be adjusted to such respective amount as
would have been obtained had such Option or Convertible Security never been
issued as to such Common Stock and had adjustments been made upon the issuance
of the shares of Common Stock delivered, but only if as a result of such
adjustment the Conversion Price then in effect hereunder would be reduced.

      (iv)  Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Securities without the exercise of such
Option or right, the Conversion Price then in effect hereunder will be adjusted
to the Conversion Price which would have been in effect at the time of such
expiration or termination had such Option or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

      (v)   Calculation of Consideration Received. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor will be deemed to
be the net amount received by the Corporation therefor. In case any Common
Stock, Options or Convertible Securities are issued or sold for a consideration
other than cash, the amount of the consideration other than cash received by the
Corporation will be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of consideration
received by the Corporation will be the Market Price thereof as of the date of
receipt. In case any Common Stock,

                                      -18-

<PAGE>

Options or Convertible Securities are issued in connection with any merger in
which the Corporation is the surviving corporation, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving corporation as is attributable to such Common
Stock, Options or Convertible Securities, as the case may be. The fair value of
any consideration other than cash and securities will be determined jointly by
the Corporation and the holders of a majority of the outstanding 1981
Convertible Preferred Stock (based upon the aggregate Liquidation Value
thereof). If such parties are unable to reach agreement, the fair value of such
consideration will be determined by appraisers jointly selected by the
Corporation and the holders of a majority of the outstanding 1981 Convertible
Preferred Stock (based upon the aggregate Liquidation Value thereof).

      (vi)  Integrated Transactions. In case any Option is issued in connection
with the issue or sale of other securities of the Corporation, together
comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option will be deemed to
have been issued without consideration.

      (vii) Treasury Shares. The number of shares of Common Stock outstanding at
any given time does not include shares owned or held by or for the account of
the Corporation or any Subsidiary, and the disposition of any shares so owned or
held will be considered an issue or sale of Common Stock.


      (viii) Record Date. If the Corporation takes a record of the holders of
Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

                                      -19-

<PAGE>

            2D.   Subdivision or Combination of Common Stock. If the Corporation
at any time subdivides (by any stock split, stock dividend or otherwise) one or
more classes of its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to such subdivision
will be proportionately reduced, and if the Corporation at any time combines (by
reverse stock split or otherwise) one or more classes of its outstanding shares
of Common Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination will be proportionately increased.

            2E.   Reorganization, Reclassification, Consolidation, Merger or
Sale. If any capital reorganization, reclassification, consolidation, merger or
any sale of all or substantially all of the Corporation's assets to another
Person (collectively any "Organic Change") is effected in such a way that
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition to such Organic Change, lawful
and adequate provision (in form and substance satisfactory to the holders of a
majority of the 1981 Convertible Preferred Stock then outstanding, based upon
the aggregate Liquidation Value thereof) will be made whereby each of the
holders of 1981 Convertible Preferred Stock will thereafter have the right to
acquire and receive in lieu of shares of Conversion Stock immediately
theretofore acquirable and receivable upon the conversion of such holder's 1981
Convertible Preferred Stock, such shares of stock, securities or assets as may
be issuable or payable with respect to or in exchange for the number of shares
of Conversion Stock immediately theretofore acquirable and receivable upon
conversion of the 1981 Convertible Preferred Stock had such Organic Change not
taken place. In any such case, appropriate provision will be made with respect
to such holder's rights and interests to the end that the provisions of this
part 2 and parts 3 and 4 will thereafter be applicable in relation to any shares
of stock, securities or assets thereafter deliverable upon the conversion of
1981 Convertible Preferred Stock (including, in the case of any such
consolidation, merger or sale in which the successor corporation or purchasing
corporation is other than the Corporation, an immediate adjustment of the
Conversion Price to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale if the value so reflected is less than the
Conversion Price in effect immediately prior to such consolidation, merger or
sale). The Corporation will not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor corporation (if other

                                      -20-

<PAGE>

than the Corporation) resulting from consolidation or merger or the corporation
purchasing such assets assumes by written instrument (in form reasonably
satisfactory to the holders of a majority of the 1981 Convertible Preferred
Stock then outstanding, based upon the aggregate Liquidation Value thereof), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

            2F.   Certain Events. If any event occurs of the type contemplated
by the provisions of this part 2 but not expressly provided for by such
provisions, then the board of directors of the Corporation will make an
appropriate adjustment in the Conversion Price so as to protect the rights of
the holders of 1981 Convertible Preferred Stock; provided that no such
adjustment will increase the Conversion Price as otherwise determined pursuant
to this part 2 or decrease the number of shares of Conversion Stock issuable
upon conversion of each share of 1981 Convertible Preferred Stock.

            2G.   Notices.

            (i)   Immediately upon any adjustment of the Conversion Price, the
      Corporation will send written notice thereof to all holders of 1981
      Convertible Preferred Stock.

            (ii)  The Corporation will send written notice to all holders of
      1981 Convertible Preferred Stock at least 20 days prior to the date on
      which the Corporation closes its books or takes a record (a) with respect
      to any dividend or distribution upon Common Stock, (b) with respect to any
      pro rata subscription offer to holders of Common Stock or (c) for
      determining rights to vote with respect to any Organic Change, dissolution
      or liquidation.

            (iii) The Corporation will also give to the holders of 1981
      Convertible Preferred Stock at least 20 days prior written notice of the
      date on which any Organic Change, dissolution or liquidation will take
      place.

            2H.   Mandatory Conversions of Class C Preferred. Notwithstanding
anything to the contrary contained in this Article FOURTH, at such time as there
is no longer any Class B Preferred outstanding, or at such time as the
outstanding Class D Preferred shall be converted pursuant to subdivision VIII.13
of Section C hereof, all outstanding Shares of Class C Preferred (if any) will,
without any action on the part of

                                      -21-

<PAGE>

the Corporation or the holders thereof, be immediately converted into shares of
Voting Common in accordance with the terms of this part 2, and thereafter no
Shares of Class C Preferred will be deemed outstanding and any holder of a
certificate of Shares of Class C Preferred will be deemed to be the holder of
the number of shares of Voting Common into which the Shares of Class C Preferred
represented by such certificate were converted pursuant to this subdivision 2H.

            2I.   Mandatory Conversions of Class B Preferred. Notwithstanding
anything to the contrary contained in this Article FOURTH, at such time as the
outstanding Class D Preferred shall be converted pursuant to subdivision VIII.13
of Section C hereof, all outstanding Shares of Class B Preferred (if any) will,
without any action on the part of the Corporation or the holders thereof, be
immediately converted into shares of Non-Voting Common in accordance with the
terms of this part 2, and thereafter no Shares of Class B Preferred will be
deemed outstanding and any holder of a certificate of Shares of Class B
Preferred will be deemed to be the holder of the number of shares of Non-Voting
Common into which the Shares of Class B Preferred represented by such
certificate were converted pursuant to this subdivision 2I.

            3.    Liquidating Dividends. If the Corporation declares a dividend
upon the Common Stock payable other than in shares of Common Stock or other than
out of earnings or earned surplus (determined in accordance with generally
accepted accounting principles, consistently applied) (a "Liquidating
Dividend"), then the Corporation will pay to the holders of 1981 Convertible
Preferred Stock at the time of payment of a Liquidating Dividend an amount equal
to the aggregate value of all Liquidating Dividends which would have been paid
on the Conversion Stock had such 1981 Convertible Preferred Stock been converted
immediately prior to the date on which a record is taken for such Liquidating
Dividend, or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such dividends are to be determined. For purposes of
this part 3, a dividend other than in cash will not be considered payable out of
earnings or earned surplus regardless of whether or not earnings or earned
surplus are charged an amount equal to the fair value of such dividend.

            4.    Purchase Rights. If at any time the Corporation grants,
issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of
any class of Common Stock (the "Purchase Rights"), then each holder of

                                      -22-

<PAGE>

1981 Convertible Preferred Stock will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which such
holder could have acquired if such holder had held the number of shares of
Conversion Stock acquirable upon conversion of such holder's 1981 Convertible
Preferred Stock immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of Common Stock are to be determined for
the grant, issue or sale of such Purchase Rights; provided that if the Purchase
Rights involve voting securities, the Corporation will make available to each
holder of Class B Preferred, at such holder's request, Purchase Rights
involving non-voting securities which are otherwise identical to the Purchase
Rights involving voting securities and which non-voting securities are
convertible into such voting securities on the same terms as Class B Common is
convertible into Class A Common.

V.    Terms Applicable Only to Class C Preferred.

            1.    Dividends. When and as any dividend or distribution is
declared or paid by the Corporation on Cammon Stock, whether payable in cash,
property, securities or rights to acquire securities (except for dividends
payable in shares of Common Stock or securities convertible into, or rights to
acquire, shares of Common Stock and except for Purchase Rights which the holders
of Class C Preferred are entitled to acquire pursuant to part 4 of subdivision
IV), the holders of Class C Preferred will be entitled to participate with the
holders of Common Stock in such dividend or distribution as set forth in this
part 1; provided, however, that the Corporation may pay no dividend and make no
distribution on the Class C Preferred (except for the Purchase Rights which the
holders of Class C Preferred are entitled to acquire pursuant to part 4,
subdivision IV) unless it first shall have paid all dividends and made all
distributions then due on the Class D Preferred; provided further, that the
payment of any dividend on the Class C Preferred shall be subject to Section C,
subdivision VII.2C. hereof. At the time such dividend or distribution is payable
to the holders of Common Stock, the Corporation will pay to each holder of Class
C Preferred such holder's share of such dividend or distribution equal to the
amount of the dividend or distribution per share of Common Stock payable at such
time multiplied by the number of shares of Voting Common obtainable upon
conversion of such holder's Class C Preferred.

                                      -23-

<PAGE>

            2.    Voting Rights. Except as otherwise provided by law, the Class
C Preferred will be entitled to vote with the Class A Common and Class D
Preferred, voting together as a single class, on all matters to be voted on by
the Corporation's stockholders, with each Share of Class C Preferred entitled
to the number of votes equal to the number of shares of Voting Common obtainable
upon conversion of such Share of Class C Preferred. Under no circumstances,
however, shall holders of the Class C Preferred, in their capacity as such, have
the right to participate in the class vote of any other class of securities,
including but not limited to the vote of the holders of Class D Preferred to
elect directors pursuant to Section C, subdivision IV.

VI.   Miscellaneous.

            1.    Registration of Transfer. The Corporation will keep at its
principal office a register for the registration of 1981 Preferred Stock. Upon
the surrender of any certificate representing 1981 Preferred Stock at such
place, the Corporation will, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor, representing in the aggregate
the number of shares represented by the surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares as is requested by the holder of the surrendered certificate and will be
substantially identical in form to the surrendered certificate, and (if
applicable) dividends will accrue on the 1981 Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such 1981 Preferred Stock represented by the surrendered certificate.

            2.    Replacement. Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder will be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing one or more Shares of 1981 Preferred Stock, and in the
case of any such loss, theft or destruction, upon receipt of loss bond or other
indemnity reasonably satisfactory to the Corporation (provided that if the
holder is an institution its own agreement will be satisfactory), the
Corporation will (at its expense) execute and deliver in lieu of such
certificate a new certificate representing the number of shares represented by
such lost, stolen, destroyed or mutilated certificate, and (if applicable)
dividends will accrue on the 1981 Preferred Stock represented by such new
certificate from the date to which dividends have been fully

                                      -24-

<PAGE>

paid on such 1981 Preferred Stock represented by the lost, stolen, destroyed or
mutilated certificate.

            3.    Definitions.

            "Bankruptcy Code" means the federal bankruptcy code, as amended, or
any similar federal law then in force.

            "Common Stock" means, for purposes of subdivision IV, collectively,
the Class A Common, the Class B Common and any capital stock of any class of the
Corporation hereafter authorized which is not limited to a fixed sum or
percentage of par or stated value in respect to the rights of the holders
thereof to participate in dividends or in the distribution of assets upon any
liquidation, dissolution or winding up of the Corporation.

            "Common Stock Deemed Outstanding" means, at any given time, the
number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common Stock deemed to be outstanding pursuant to part 2 of
subdivision IV, plus the shares of Common Stock obtainable upon con version of
the Class B Preferred and the Class C Preferred outstanding at such time.

            "Junior Securities" means any equity securities of any kind (but not
including any debt securities convertible into equity securities) which the
Corporation or any Subsidiary at any time issues or is authorized to issue other
than the Preferred Stock.

            "Liquidation Value" of any Share of Class A Preferred as of any
particular date will be equal to the sum of $10 plus any unpaid dividends on
such Share added to the Liquidation Value of such Share on any Dividend
Reference Date and not thereafter paid; and, in the event of any liquidation,
dissolution or winding up of the Corporation or the redemption of such Share,
unpaid dividends on such Share will be added to the Liquidation Value of such
Share on the payment date in any liquidation, dissolution or winding up or on
the Redemption Date, as the case may be, accrued to the close of business on
such payment date or Redemption Date.

            "Liquidation Value" of any Share of Class B Preferred as of any
particular date will be equal to the sum of $83.75; provided that in the event
of any liquidation, dissolution or winding up of the Corporation or the
redemption of any such Share, unpaid dividends on such Share will be added to
the Liquidation Value of such Share on the payment date in any liquidation,
dissolution or winding up or on the

                                      -25-

<PAGE>

Redemption Date, as the case may be, accrued to the close of business on such
payment date or Redemption Date.

            "Liquidation Value" of any Share of Class C Preferred as of any
particular date will be $83.75.

            "Market Price" of any security means the average of the closing
prices of such security's sales on all securities exchanges on which such
security may at the time be listed, or, if there have been no sales on any such
exchange on any day, the average of the highest bid and lowest asked prices on
all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such
security is not quoted in the NASDAQ System, the average of the high and low bid
and asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which "Market Price" is being determined and the 20
consecutive business days prior to such day. If at any time such security is not
listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the "Market Price" will be the fair value thereof
determined jointly by the Corporation and the holders of a majority of the 1981
Convertible Preferred Stock (based upon the aggregate Liquidation Value
thereof). If such parties are unable to reach agreement, such fair value will be
determined by appraisers jointly selected by the Corporation and the holders of
a majority of the 1981 Convertible Preferred Stock (based upon the aggregate
Liquidation Value thereof).

            "Material Subsidiary" means any Subsidiary with respect to which the
Corporation has directly or indirectly invested, loaned, advanced or guaranteed
the obligations of, an aggregate amount exceeding $500,000.

            "Non-Voting Common" means shares of the Corporation's authorized but
unissued Class B Common; provided that if there is a change such that the
securities issuable upon conversion of the Class B Preferred are issued by an
entity other than the Corporation or there is a change in the class of
securities so issuable then the term "Non-Voting Common" will mean one share of
the security issuable upon conversion of the Class B Preferred if such security
is issuable in shares, or will mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

                                      -26-

<PAGE>

            "Offset Share": a holder of 1981 Convertible Preferred Stock will be
deemed to hold one Offset Share for each Share converted by such holder pursuant
to this Article FOURTH at any time prior to such Share's Redemption Date and for
each Share otherwise acquired by the Corporation from such holder other than in
a redemption, and an Offset Share will cease to be an Offset Share when it is
applied to reduce the number of Shares to be redeemed in any Redemption. When
any holder transfers any portion of such holder's outstanding Shares to any
other Person, the transferor will be deemed to have transferred to the
transferee an equal portion of the transferor's Offset Shares, unless the
parties to such transaction otherwise agree in a writing deposited with the
secretary of the Corporation at the time of such transfer.

            "Person" means an individual, a partnership, a corporation, a trust,
a joint venture, an unincorporated organization and a government or any
department or agency thereof.

            "Exchange Agreement" means the Exchange Agreement by and among the
Corporation and certain persons, pursuant to which such persons acquired the
Class A Preferred, the Class B Preferred and the Class C Preferred, as such
agreement may from time to time be amended in accordance with its terms.

            "Purchase Price" of the Class B Preferred equals $83.75 per Share.

            "Redemption Date" as to any Share means the date specified in the
notice of any redemption at the Corporation's option or the applicable date
specified herein in the case of any other redemption; provided that no such date
will be a Redemption Date unless the applicable Redemption Price is actually
paid in full on such date, and if not so paid in full, the Redemption Date will
be the date on which such Redemption Price is fully paid. If the notice of
redemption has been duly given and if on or before the date specified in such
notice the funds necessary for such redemption have been reserved and set aside
by the Corporation so as to be and continue to be available therefor, then,
notwithstanding that any certificate for Shares so called for redemption has not
been surrendered for cancellation, after the close of business on such date of
redemption, the Shares so called for redemption will no longer be deemed
outstanding, the dividends thereon shall cease to accrue, and all rights with
respect to Shares so called for redemption, including the rights, if any, to
receive notice and to vote, will forthwith after the close of business on such
redemption date cease,

                                      -27-

<PAGE>

except only the right of the holders thereof to receive the amount payable upon
redemption thereof, without interest.

            "Subsidiary" means any corporation of which the shares of stock
having a majority of the general voting power in electing the board of directors
are, at the time as of which any determination is being made, owned by the
Corporation either directly or indirectly through Subsidiaries.

            "Voting Common" means shares of the Corporation's authorized but
unissued Class A Common; provided that if there is a change such that the
securities issuable upon conversion of the Class C Preferred are issued by an
entity other than the Corporation or there is a change in the class of
securities so issuable then the term "Voting Common" will mean one share of the
security issuable upon conversion of the Class C Preferred if such security is
issuable in shares, or will mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

            4.    Amendment and Waiver. No amendment, modification or waiver
will be binding or effective with respect to any provision of (i) subdivision I
without the prior written consent of the holders of a majority of the Class A
Preferred and Class B Preferred outstanding at the time such action is taken,
(ii) parts 1 or 2 of subdivision III without the prior written consent of the
holders of a majority of the Class A Preferred outstanding at the time such
action is taken, (iii) part 3 of subdivision III without the prior written
consent of the holders of a majority of the Class B Preferred outstanding at the
time such action is taken, (iv) subdivision IV without the prior written consent
of the holders of a majority of the 1981 Convertible Preferred Stock outstanding
at the time such action is taken, (v) subdivision V without the prior written
consent of the holders of a majority of the Class C Preferred outstanding at the
time such action is taken, or (vi) subdivision II or VI without the prior
written consent of the holders of a majority of the 1981 Preferred Stock
outstanding at the time such action is taken; provided that no such action will
change (a) the rate at which or the manner in which dividends on the Class A
Preferred or the Class B Preferred accrue or the times at which such dividends
become payable without the prior written consent of the holders of at least 90%
of the Class A Preferred and the Class B Preferred then outstanding, (b) the
amount payable on redemption of the 1981 Preferred Stock or the times at which
redemption of 1981 Preferred Stock is to take place without the prior written
consent of the holders of at least 90% of the 1981 Preferred Stock then
outstanding, (c) the Conversion Price of the 1981 Convertible Preferred Stock or
the number

                                      -28-

<PAGE>

of shares or the class of stock into which the 1981 Convertible Preferred Stock
is convertible without the prior written consent of the holders of at least 90%
of the 1981 Convertible Preferred Stock then outstanding, or (d) the percentage
required to approve any change described in clauses (a), (b) and (c) above
without the prior written consent of the holders of at least 90% of the Class '.
Preferred and the Class B Preferred (in the case of (a)), the 1981 Preferred
Stock (in the case of (b)) or the 1981 Convertible Preferred Stock (in the case
of (c)) then outstanding. For purposes of this part 4, the consent of the
holders of the requisite percentage of 1981 Preferred Stock or any class or
classes thereof will be determined upon the basis of the aggregate Liquidation
Value of the class or classes of 1981 Preferred Stock in question.

            5.    Generally Accepted Accounting Principles. When any accounting
determination or calculation is required to be made hereunder, such
determination or calculation (unless otherwise provided) will be made in
accordance with generally accepted accounting principles, consistently applied,
except that if because of a change in generally accepted accounting principles
the Corporation would have to alter a previously utilized accounting method or
policy in order to remain in compliance with generally accepted accounting
principles, such determination or calculation will continue to be made in
accordance with the Corporation's previous accounting methods and policies
unless the Corporation has obtained the prior written consent of the holders of
a majority of the 1981 Preferred Stock then outstanding (based upon the
aggregate Liquidation Value thereof).

            6.    Notices. All notices referred to herein, except as otherwise
expressly provided, will be made by registered or certified mail, return receipt
requested, postage prepaid, and will be deemed to have been given when so
mailed.

                             SECTION B. COMMON STOCK

            Except as otherwise provided herein, all shares of Class A Common
and Class B Common will be identical and will entitle the holders thereof to the
same rights and privileges.

            1.    Voting Rights. Except as otherwise required by law, the Class
A Common will be entitled to one vote per share on all matters to be voted on by
the Corporation's stockholders and will vote as a single class on all such
matters together with the Class C Preferred and Class D

                                      -29-

<PAGE>

Preferred as provided herein and the holders of Class B Common will have no
right to vote on any matters to be voted on by the Corporation's stockholders.
Under no circumstances, however, shall holders of the Class A Common, in their
capacity as such, have the right to participate in the class vote of any other
class of securities, including but not limited to the vote of the holders of
Class D Preferred to elect, as a class, directors, as provided in Section C,
subdivision IV. Subject to any required consent of the holders of any class or
classes of the Preferred Stock then outstanding, the authorized amount of shares
of Class A Common may, without a separate class or series vote, be increased or
decreased from time to time by the affirmative vote of the holders of a majority
of the stock of the Corporation entitled to vote thereon.

            2.    Dividends. When and as dividends are declared thereon, whether
payable in cash, property or securities of the Corporation, the holders of Class
A Common and the holders of Class B Common will be entitled to share equally,
share for share, in such dividends; provided that if dividends are declared
which are payable in shares of Class A Common or Class B Common, dividends will
be declared which are payable at the same rate on both classes of stock, and the
dividends payable in shares of Class A Common will be payable to holders of
Class A Common and the dividends payable in shares of Class B Common will be
payable to holders of Class B Common. No dividend on any share of Common Stock
may be declared or paid, however, unless all dividends due on the 1981 Preferred
Stock shall have been paid and unless all dividends due on the Class D Preferred
shall have been provided for as set forth in Section C, subdivision II.1;
provided, however, dividends payable in shares of Common Stock or securities
convertible into or rights to acquire Common Stock may be paid.

            3.    Conversion.

            3A.   Conversion of Class B Common. Each record holder of Class B
Common is entitled at any time to convert any or all of the shares of such
holder's Class B Common into the same number of shares of Class A Common;
provided that no holder of Class B Common is entitled to convert any share or
shares of Class B Common to the extent that, as a result of such conversion,
such holder or its affiliates would directly or indirectly own, control or have
power to vote a greater quantity of securities of any kind issued by the
Corporation than such holder and its affiliates are permitted to own, control or
have power to vote under any law or under any regulation, rule or other
requirement of any governmental

                                      -30-

<PAGE>

authority at any time applicable to such holder and its affiliates.

            3B.   Conversion Procedure.

            (i)   Each conversion of shares of Class B Common into shares of
      Class A Common will be effected by the surrender of the certificate or
      certificates representing the shares to be converted at the principal
      office of the Corporation at any time during normal business hours,
      together with a written notice by the holder of such Class B Common
      stating that such holder desires to convert the shares, or a stated number
      of the shares, of Class B Common represented by such certificate or
      certificates into Class A Common and that upon such conversion such holder
      and its affiliates will not directly or indirectly own, control or have
      the power to vote a greater quantity of securities of any kind issued by
      the Corporation than such holder and its affiliates are permitted to own,
      control or have the power to vote under any applicable law, regulation,
      rule or other governmental requirement (and such statement will obligate
      the Corporation to issue such Class A Common). Such conversion will be
      deemed to have been effected as of the close of business on the date on
      which such certificate or certificates have been surrendered and such
      notice has been received, and at such time the rights of the holder of the
      converted Class B Common as such holder will cease and the person or
      persons in whose name or names the certificate or certificates for shares
      of Class A Common are to be issued upon such conversion will be deemed to
      have become the holder or holders of record of the shares of Class A
      Common represented thereby.

            (ii)  Promptly after such surrender and the receipt of such written
      notice, the Corporation will issue and deliver in accordance with the
      surrendering holder's instructions (a) the certificate or certificates for
      the Class A Common issuable upon such conversion and (b) a certificate
      representing any Class B Common which was represented by the certificate
      or certificates delivered to the Corporation in connection with such
      conversion but which was not converted.

            (iii) If the Corporation in any manner subdivides or combines the
      outstanding shares of one class of Common Stock, the outstanding shares of
      the other class of Common Stock will be proportionately subdivided or
      combined.

                                      -31-

<PAGE>

            (iv)  The issuance of certificates for Class A Common upon
      conversion of Class B Common will be made without charge to the holders of
      such shares for any issuance tax in respect thereof or other cost incurred
      by the Corporation in connection with such conversion and the related
      issuance of Class A Common.

            (v)   The Corporation will not close its books against the transfer
      of Class B Common or of Class A Common issued or issuable upon conversion
      of Class B Common in any manner which would interfere with the timely
      conversion of Class B Common.

            4.    Registration of Transfer. The Corporation will keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of shares of Common Stock. Upon the surrender
of any certificate representing shares of any class of Common Stock at such
place, the Corporation will, at the request of the registered holder of such
certificate, execute and deliver a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares of such class
represented by the surrendered certificate, and the Corporation forthwith will
cancel such surrendered certificate. Each such new certificate will be
registered in such name and will represent such number of shares of such class
as is requested by the holder of the surrendered certificate and will be
substantially identical in form to the surrendered certificate. The issuance of
new certificates will be made without charge to the holders of the surrendered
certificates for any issuance tax in respect thereof or other cost incurred by
the Corporation in connection with such issuance.

            5.    Replacement. Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder will be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing one or more shares of any class of Common Stock, and in
the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution its own agreement will be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation will
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

                                      -32-

<PAGE>

                       SECTION C. CLASS D PREFERRED STOCK

I.    Issuance in Series and Limitations as to Variations Between Series:

      1.    Designation and Number of Shares. The Class D Preferred shall be
issuable in two series, designated and comprising the numbers of Shares, as
follows:

            (i)   Class D 8% Convertible Preferred Stock-Series 1, par value
      $.10 per share (the "Class D-1 Preferred") comprised of 45,681 Shares and
      no more; and

            (ii)  Class D 8% Convertible Preferred Stock-Series 2, par value
      $.10 per share (the "Class D-2 Preferred") comprised of 27,408 Shares and
      no more;

      2.    Issuance of Class D-2 Preferred. Shares of Class D-2 Preferred shall
be deemed to be and shall be automatically issued upon the occurrence of the
Second Closing under the Note and Stock Purchase Agreements in discharge of the
obligations under the Short-Term Promissory Notes-Series 1 at the rate of one
share of Class D-2 Preferred for each $210 principal amount of such Notes, as
provided in each such Short-Term Promissory Note-Series 1 and in the Note and
stock Purchase Agreements.

      3.    Limitations as to Variations. The Class D-l Preferred and the
Class D-2 Preferred (collectively referred to as the "Class D Preferred") shall
rank equally with each other and shall be identical in all respects, except as
provided in subdivision VIII.1A. below with respect to initial Conversion Price
and except with respect to date of issue.

II.   Dividends.

      1.    General Obligation. When and as the first cash dividend, if any, is
declared or paid by the board of directors of the Corporation on Common Stock in
each calendar year, the board of directors shall declare and the Corporation
shall pay a dividend at the rate of 8% per annum of the Liquidation Value of the
Class D Preferred to the holders thereof as provided in this part II; provided,
however, if dividends as declared on the Common Stock and on the Class D
Preferred are not permitted under applicable law, dividends declared on the
Common Stock shall be reduced so that dividends on the Class D Preferred may be
paid. Each such dividend on the Class D Preferred shall be due and payable no
later than the date on which the dividend on the

                                      -33-

<PAGE>

Common Stock giving rise to such dividend on the Class D Preferred is payable
(whether or not the board of directors of the Corporation have declared a
dividend on the Class D Preferred); provided, however, that no more than one
such 8% dividend shall be paid in any calendar year irrespective of the number
of cash dividends which may be declared in such year.

      2.    Distribution of Partial Dividend Payments. If at any time the
Corporation pays less than the total amount of dividends then due and payable
with respect to the Class D Preferred, such payment will be distributed among
the holders of such class so that an equal amount will be paid with respect to
each outstanding Share. No dividend due on the Class C Preferred may be paid
until all amounts then due on the Class D Preferred shall have been paid (except
for the Purchase Rights which the holders of Class C Preferred are entitled to
acquire pursuant to part 4 of subdivision IV of Section A). No dividend due on
the Common Stock may be paid until all amounts then due on the Class D
Preferred, as well as any amounts that initially would become due on the Class D
Preferred upon the payment to holders of Common Stock, shall have been paid,
provided, however, dividends payable in shares of Common Stock or securities
convertible into or rights to acquire Common Stock may be paid.

III.  Voting Rights.

            Except as otherwise provided by law, the Class D Preferred will be
entitled to vote with the Class A Common and Class C Preferred, voting together
as a single class, on all matters to be voted on by the Corporation's
stockholders, with each Share of Class D Preferred entitled to the number of
votes equal to the number of shares of Voting Common obtainable upon conversion
of such Share of Class D Preferred, calculated as of the date of the record
date,for each vote. In addition, the Class D Preferred shall be entitled to vote
as a class on matters as to which they are entitled to a class vote under
applicable law; provided further that the rights of the Class D Preferred as a
class may not be diminished in any way without the approval of 51% of the shares
of Class D Preferred.

IV.   Class D Directors.

            In addition to such voting rights as are described in subdivision
III, so long as (i) the Corporation shall not have any class of Common Stock
registered under Section 12 of the Securities Exchange Act of 1934 and (ii) the
total number of votes to which the holders of the Class D Preferred then

                                      -34-

<PAGE>

outstanding shall be entitled exceeds 17% of the total number of votes which may
be cast generally for the election of Directors, then the holders of the Class D
Preferred outstanding shall have the right, as a class, to nominate, elect and
maintain in office two Directors to the board of directors of the Corporation;
provided, however, that if at any time the board of directors shall be or shall
be authorized to be composed of more than 10 directors the holders of the Class
D Preferred outstanding shall have the right, as a class, to nominate and elect
a number of additional Directors no greater than necessary to bring the
percentage of authorized Directors chosen by the holders of the Class D
Preferred pursuant to this subdivision IV to at least 20%. The term of office of
any Director elected pursuant to the preceding sentence shall not extend beyond
the first to occur of the events specified in clauses (i) and (ii) of such
preceding sentence. In any election of directors pursuant to this subdivision IV
(and not in an election of directors generally), each holder of Class D
Preferred shall be entitled to as many votes as shall equal (x) the number of
votes which (except for the provision as to voting set forth in this sentence)
such holder would be entitled to cast for the election of directors generally
With respect to the shares of Class D Preferred held by such holder multiplied
by (y) the number of directors to be elected pursuant to this subdivision IV,
and such holder may cast the resulting number of votes for a single director or
distribute them among the number of directors to be voted for, or for any two or
more of such directors as the holder may see fit.

V.    Liquidation.

            1.    Upon any liquidation, dissolution or winding up of the
Corporation, each holder of Class D Preferred will be entitled to be paid,
before any distribution or payment is made upon the 1981 Preferred Stock or any
Junior Securities, an amount in cash equal to the aggregate Liquidation Value of
all Shares held by such holder, and the holders of Class D Preferred will not be
entitled to any further payment. If the net assets of the Corporation shall be
insufficient to permit the payment to holders of all outstanding shares of all
classes of Preferred Stock of the full amounts to which they are entitled, then
the assets of the Corporation shall be distributed (i) first to the holders of
the Class D Preferred, until such holders are paid the aggregate amount which
they are entitled to be paid, or, if the assets to be distributed are
insufficient for such purpose, the entire assets to be distributed will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of

                                      -35-

<PAGE>

the Class D Preferred held by each such holder, and (ii) second, the balance (if
any) will be distributed among the holders of all outstanding shares of
Preferred Stock other than the Class D Preferred in accordance with the
provisions of Section A hereof. The Corporation will mail written notice of such
liquidation, dissolution or winding up, not less than 60 days prior to the
payment date stated therein, to each record holder of Class D Preferred. Neither
the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this subdivision V.

            2.    Notwithstanding the foregoing, if at any time any Class D
Preferred shall have been outstanding for at least three years, is registered
under Section 12 of the Securities Exchange Act of 1934, and the Class A Common
or other security into which the Class D Preferred shall be convertible has
traded on a national securities exchange or NASDAQ on each of 20 consecutive
days at a price per share of at least 170% of the then-applicable Conversion
Price, then the Class D Preferred shall from such time be pari passu with the
Class A Preferred with respect to liquidation preferences, and the rights of
holders of shares of Class D Preferred with respect to liquidation shall be the
same as if such shares were shares of Class A Preferred.

VI.   Redemptions

      1.    Scheduled Redemptions.

            1A.   The Corporation will redeem 25% of the original total number
of Shares of Class D Preferred issued on the First Closing Date, each of the
Delayed First Closing Dates, if any, and the Second Closing Date, if any, or
such lesser number then outstanding on June 30 of each year, commencing in 1995
and ending in 1998 (the "Class D Scheduled Redemption Dates") at a price per
share equal to the Redemption Price as defined in subdivision VI.3A.

            1B.   If any Shares of Class D Preferred are converted pursuant to
subdivision VIII other than in a situation described in the immediately
following sentence, the number of Shares of Class D Preferred thereafter to be
redeemed pursuant to subdivision VI.1A. on each subsequent Class D Scheduled
Redemption Date shall be reduced in the same proportion as the number of Shares
of Class D Preferred outstanding immediately prior to such conversion is reduced

                                      -36-

<PAGE>

by the conversion pursuant to subdivision VIII. If a notice of redemption
pursuant to subdivision VI.3B. has been given and thereafter any Share or Shares
of Class D Preferred to which such notice relates shall have been converted into
Common Stock pursuant to Section VIII prior to the Redemption Date to which such
notice relates, such Share or Shares shall, for the purposes of subdivision
VI.1A. hereof, be deemed to have been redeemed to the extent so converted.

      2.    Optional Redemptions. The Corporation may not redeem at its option
any Shares of Class D Preferred prior to June 30, 1990. The Corporation may, at
any time on or after June 30, 1990, at its option, upon notice as provided in
subdivision VI.3B., on the date specified in such notice, redeem as a whole, but
not in part, all of the shares of Class D Preferred then outstanding at the
following prices per Share (expressed as a percentage of the Redemption Price,
as defined in subdivision VI.3A.), together with due and payable but unpaid
dividends, if any, to the Redemption Date (as defined in subdivision VI.B.):

<TABLE>
<CAPTION>
 Redemption to be made
  during the 12-month
period beginning June 30  Percentage
------------------------  ----------
<S>                       <C>
      1990                    140%
      1991                    130
      1992                    120
      1993                    110
      1994                    105
      1995                    105
      1996                    105
      thereafter              100
</TABLE>

      3.    General Terms of Scheduled and Optional Redemptions.

            3A.   Redemption Price. For each Share of Class D Preferred which is
to be redeemed, the Corporation will be obligated on the Redemption Date to pay
to the holder thereof an amount in cash equal to the respective Liquidation
Value of such Share (the "Redemption Price"). If the funds of the Corporation
legally available for redemption of Shares of the Class D Preferred on any
Redemption Date are insufficient to redeem the total number of Shares to be
redeemed on such date, those funds which are legally available will be used to
redeem the maximum possible number of Shares pro rata among the holders of the
Shares to be redeemed and the amount equal to the Redemption Price of the Shares
that have not been redeemed because of such insufficiency of funds shall remain

                                      -37-
<PAGE>
due and payable and shall be deemed to increase at a rate of 15% per annum until
such Shares have been redeemed. At any time thereafter when additional funds of
the Corporation are legally available for the redemption of Shares of Class D
Preferred, such funds will immediately be used to redeem the balance of the
Shares which the Corporation has become obligated to redeem on any Redemption
Date but which it has not redeemed including the deemed increase in Redemption
Price set forth in the last preceding sentence. No dividends may be paid on the
Common Stock so long as there remains due and payable any amount with respect to
the Class D Preferred, provided, however, dividends payable in shares of Common
Stock or securities convertible into or rights to acquire Common Stock may be
paid.

            3B.   Notice of Redemption. The Corporation will mail written notice
of each redemption of Class D Preferred to each record holder of Class D
Preferred not more than 60 days nor less than 30 days prior to the date on which
such redemption is to be made (the "Redemption Date"), in each case specifying
such date, the aggregate number of Shares to be redeemed on such date, the
number of Shares held by such holder to be redeemed on such date, the Redemption
Price and the dividend due and payable, if any, applicable to such redemption.
Each such notice shall be accompanied by an Officers' Certificate certifying
that the conditions of subdivision VI.1 or VI.2 have been fulfilled in
connection with such redemption and specifying the particulars of such
fulfillment. Upon mailing any notice of redemption which relates to a
redemption at the Corporation's option, the Corporation will become obligated to
redeem all of the Shares of Class D Preferred then outstanding. In the event of
a scheduled redemption, if fewer than the total number of Shares represented by
any certificate are redeemed, a new certificate representing the number of
unredeemed Shares will be issued to the holder thereof without cost to such
holder promptly upon the surrender of the certificate representing the redeemed
Shares.

            3C.   Determination of the Number of Each Holder's Shares to be
Redeemed Pursuant to Scheduled Redemptions. The number of Shares of Class D
Preferred to be redeemed from each holder thereof in scheduled redemptions
hereunder will be the number of whole Shares, as nearly as practicable to the
nearest Share, determined by multiplying the total number of Shares of Class D
Preferred to be redeemed times a fraction, the numerator of which will be the
total number of Shares of Class D Preferred then held by such holder and the
denominator of which will be the total number of Shares of Class D Preferred
then outstanding, provided, however on the

                                   -38-

<PAGE>

last Class D Scheduled Redemption Date, all shares of Class D Preferred shall be
redeemed.

            3D.   Certain Consequences of Redemption. If the notice of
redemption has been duly given and if and only if on or before the date
specified in such notice the funds necessary for such redemption have been
reserved and set aside by the Corporation so as to be and continue to be
available therefor, then, notwithstanding that any certificate for Shares so
called for redemption has not been surrendered for cancellation, after the
close of business on such date of redemption, the Shares so called for
redemption will no longer be deemed outstanding, and all rights with respect to
Shares so called for redemption, including the rights, if any, to receive notice
and to vote, will forthwith after the close of business on such redemption date
cease, except only the right of the holders thereof to receive the amount
payable upon redemption thereof, without interest.

            3E.   Redeemed or Otherwise Acquired Shares. Any Shares of Class D
Preferred which are redeemed or otherwise acquired by the Corporation will be
cancelled and will not be reissued, sold or transferred.

            3F.   Other Redemptions or Acquisitions. Neither the Corporation nor
any Subsidiary will redeem or otherwise acquire any Class D Preferred, except as
expressly authorized herein or pursuant to a purchase offer made to all holders
of Class D Preferred, pro rata, based upon the number of Shares held by each
holder, but no such purchase shall modify the mandatory redemption obligations
under subdivision VI.1A.

VII.  Events of Noncompliance.

      1.    Definition.

            1A.   An Event of Noncompliance will be deemed to have occurred if:

            (i)   the Corporation fails to pay on any date the full amount of
dividends then due and payable on the Class D Preferred, whether or not such
payment is legally permissible or the Corporation fails to make any redemption
payment with respect to the Class D Preferred which it is obligated to make,
whether or not such payment is legally permissible;

            (ii)  the Corporation breaches or otherwise fails to perform or
otherwise observe any covenant or agreement set forth in Section 12.12 of the
Note and Stock Purchase Agreements or the Corporation fails to make any
prepayment which

                                   -39-

<PAGE>

it is obligated to make as set forth in Section 10 of the Note and Stock
Purchase Agreements;

            (iii) the Corporation breaches or otherwise fails to perform or
otherwise observe any covenant or agreement set forth in Sections 12.1, 12.2,
12.4, 12.7(a) and (b) insofar as subsections 12.7(a) and (b) relate to the
Corporation or CasChem, of the Note and Stock Purchase Agreements or the
Corporation or CasChem fails to preserve and keep in full force and effect its
corporate existence;

            (iv)  the Corporation breaches or otherwise fails to perform or
observe any other covenant or agreement set forth in this Section C of this
Restated Certificate of Incorporation, in the Note and Stock Purchase
Agreements, in the Notes or in the Registration Rights Agreement;

            (v) any material representation or warranty contained in the Note
and Stock Purchase Agreements or required to be furnished to any Purchaser of
Class 0 Preferred pursuant to the Note and Stock Purchase Agreements on or
before the date of issuance of the Class D Preferred is false or misleading in
any material respect on the date made or furnished;

            (vi)  any written information furnished by the Corporation or any
Subsidiary to any holder of Class D Preferred pursuant to the Note and Stock
Purchase Agreements after the date of issuance of the Class D Preferred is, to
the Corporation's or such Subsidiary's knowledge after due inquiry, false or
misleading in any material respect on the date made or furnished;

            (vii) the Corporation or any Subsidiary makes an assignment for the
benefit of creditors or admits in writing its inability to pay its debts
generally as they become due; or an order, judgment or decree is entered
adjudicating the Corporation or any Subsidiary bankrupt or insolvent under the
Bankruptcy Code or the Corporation or any Subsidiary is a debtor-in-possession
under the Bankruptcy Code; or any order for relief with respect to the
Corporation or any Subsidiary is entered under the Bankruptcy Code; or the
Corporation or any Subsidiary petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator of the Corporation
or any Subsidiary or of any substantial part of the assets of the Corporation or
any Subsidiary, or commences any proceeding (other than a proceeding for the
voluntary liquidation and dissolution of a Subsidiary) relating to the
Corporation or any Subsidiary under any bankruptcy, reorganization, arrangement,
insolvency,

                                   -40-

<PAGE>

readjustment of debt, dissolution or liquidation law of any jurisdiction; or any
such petition or application is filed, or any such proceeding is commenced,
against the Corporation or any Subsidiary and either (a) the Corporation or any
such Subsidiary by any act indicates its approval thereof, consent thereto or
acquiescence therein or (b) such petition, application or proceeding is not
dismissed within 60 days;

            (viii) a judgment in excess of $500,000 is rendered against the
Corporation or any Subsidiary and, within 60 days after entry thereof, such
judgment is not discharged or execution thereof stayed pending appeal, or within
60 days after the expiration of any such stay, such judgment is not discharged;
or

            (ix) the Corporation or any Subsidiary defaults in the performance
of any obligation, if the effect of such default is to cause an amount exceeding
$500,000 to become due prior to its stated maturity, or to permit the holder or
holders of such obligation to cause an amount exceeding $500,000 to become due
prior to its stated maturity.

            1B.   An Event of Noncompliance will not be deemed to have occurred
with respect to the matters described in subdivision VII.1A.(iv) or VII.1A.(v)
if the Corporation establishes that (a) in the case of subdivision VII.1A.(iv),
the particular Event of Noncompliance has not been caused by knowing or
purposeful conduct by the Corporation or any Subsidiary and the Corporation has
exercised, and continues to exercise, best efforts expeditiously to cure the
Event of Noncompliance (if cure is possible), (b) in the case of subdivision
VII.1A.(v), the particular Event of Noncompliance has not been caused by a
knowing or willful misstatement or misrepresentation on the part of the
Corporation, (c) in the case of both such subdivisions, the Event of
Noncmpliance is not material to the Corporation's financial condition, opera-
tions, assets, or business prospects, and (d) in the case of both such
subdivisions, the Event of Noncompliance is not material to any holder's
investment in the Class D Preferred.

      2.    Consequence of Certain Events of Noncompliance.

            2A.   If an Event of Noncompliance of the type described in
subdivision VII. 1A.(ii), (iii) or (iv) has occurred and continued for a period
of 30 days or any other Event of Noncompliance has occurred, the dividend rate
on the Class D Preferred will increase immediately by an increment of 0.5X per
annum and dividends shall automatically accrue and shall cumulatively accrue.
Thereafter, until such time

                                    -41-

<PAGE>

as no Event of Noncompliance exists, the dividend rate on the Class D Preferred
will increase automatically at the end of each succeeding 90-day period by an
additional increment of 0.5% per annum (but in no event will the dividend rate
exceed lO% per annum). Any increase of the dividend rate resulting from the
operation of this subdivision will terminate as of the close of business on the
date on which no Event of Noncompliance exists, subject to subsequent increases
pursuant to this subdivision provided, however, dividends shall continue to
accrue automatically (at 8% per annum) and shall cumulatively accrue until 12
months after such Event of Noncompliance shall have been removed and all unpaid
dividends due and payable shall have been paid.

            2B.   If Events of Noncompliance exist for an aggregate of 365
days (whether or not such days are successive), the Conversion Price of the
Class D Preferred will be reduced immediately by 10% of the Conversion Price in
effect immediately prior to such adjustment. Notwithstanding the foregoing,
if no Events of Noncompliance exist for a period of 365 successive days,
previous days in which Events of Noncompliance existed will not be counted in
determining such adjustment. In no event will the Conversion Price adjustment be
rescinded, and in no event will there be more than one Conversion Price
adjustment pursuant to this subdivision.

            2C.   So long as an Event of Noncompliance of the type described in
subdivision VII.A1,(i), (ii) or (iii) has occurred and is continuing, no
dividends on the 1981 Preferred Stock shall be declared (except for dividends
payable in shares of Common Stock or securities convertible into or rights to
acquire Common Stock) and the Corporation shall not redeem any shares of 1981
Preferred stock. So long as an Event of Noncompliance of the type described in
subdivision VII.1A.(i) or (ii) has occurred and is continuing, no dividends on
the 1981 Preferred Stock shall be paid (except for dividends payable in shares
of Common Stock or securities convertible into rights to acquire Common Stock).
If, prior to the payment of a dividend on the 1981 Preferred Stock, an Event of
Noncompliance of the type described in subdivision VII.lA.(iii) has occurred,
and if such dividend, on the 1981 Preferred Stock had been declared pursuant to
the terms and conditions of the 1981 Preferred Stock and such dividend is
payable within 30 days of such declaration, such dividend may be paid provided
that such payment is made within 30 days of such declaration. In addition, so
long as the Corporation breaches or otherwise fails to perform or observe those
provisions of Section 3.1 or 3.2 of the Registration Rights Agreement requiring
the Corporation to file registration statements, governing the number of
registration rights

                                   -42-

<PAGE>

granted, or otherwise requiring the Corporation to include in a registration
statement the Common Stock issuable on conversion of Class D Preferred, the
Corporation shall not redeem any shares of 1981 Preferred Stock.

            2D.   If an Event of Noncompliance exists, each holder of Class D
Preferred will also have any other rights which such holder may have been
afforded under any contract or agreement at any time and any other rights which
such holder may have pursuant to applicable law.

VIII. Conversions.

      1.    Conversion Procedure.

            1A.   At any time up to two days prior to the Redemption Date of
any Share of Class D Preferred, the holder thereof may convert all or any
portion of such holder's Shares of Class D Preferred into a number of shares of
the Class A Common computed by multiplying the number of Shares to be converted
by $165 if no Class D-2 Preferred have been issued, or by $210 if the Class D-2
Preferred have been issued pursuant to the terms of the Note and Stock Purchase
Agreements, and dividing the result by the Conversion Price then in effect;
provided, however, that no Class D-1 Preferred may be converted until the
earlier of the date of issuance of the Class D-2 Preferred and the Cosan
Termination Date.

            1B.   Each conversion of Class D Preferred will be deemed to have
been effected as of the close of business on the date on which the certificate
or certificates representing the Class D Preferred to be converted have been
surrendered at the principal office of the Corporation. At such time as such
conversion has been effected, the rights of such holder of such Class D
Preferred as such holder will cease and the Person or Persons in whose name or
names any certificate or certificates for shares of Class A Common are to be
issued upon such conversion will be deemed to have become the holder or holders
of record of the shares of Class A Common represented thereby; provided,
however, a conversion of Class D Preferred within 10 days after the receipt by a
holder of notice of a declaration by the board of directors of the Corporation
of a cash dividend on Common Stock will be deemed to have been effected one day
prior to the record date for such cash dividend on Common Stock, provided,
further that the Class D Preferred so deemed to have been converted shall not be
entitled to any dividend on such Class D Preferred resulting from the
declaration or payment of such cash dividend on the Common Stock.

                                  -43-

<PAGE>

            1C.   As soon as possible after a conversion has been effected, the
Corporation will deliver to the converting holder:

            (a)   a certificate or certificates representing the number of
      shares of Class A Common issuable by reason of such conversion in such
      name or names and such denomination or denominations as the converting
      holder has specified;

            (b)   payment in an amount equal to all due and payable dividends
      with respect to each Share of Class D Preferred converted, which have not
      been paid prior thereto, plus the amount payable under subdivision
      VIII.1E. below with respect to such conversion; and

            (c)   a certificate representing any Shares of Class D Preferred
      which were represented by the certificate or certificates delivered to the
      Corporation in connection with such conversion but which were not
      converted.

            1D.   If for any reason the Corporation is unable to pay any due and
payable dividends on the Class D Preferred being converted, the Corporation will
pay such dividends plus an amount equal to 15% per annum of such unpaid
dividends, calculated from the date on which payment was due and payable to the
date of payment, to the converting holder as soon thereafter as funds of the
Corporation are legally available for such payment. At the request of any such
converting holder, the Corporation will provide such holder with written
evidence of its obligation to such holder. No dividends may be paid on the
Common Stock so long as there remain due and payable any dividends or interest
with respect to the Class D Preferred, provided, however, dividends payable in
shares of Common Stock or securities convertible into or rights to acquire
Common Stock may be paid.

            1E.   If any fractional interest in a share of Common Stock would,
except for the provisions of this subdivision VIII.1E., be deliverable upon
any conversion, the Corporation, in lieu of delivering the fractional share
therefor, will pay an amount equal to the Conversion Price of such fractional
interest as of the date of conversion; provided that if for any reason the
Corporation is unable to pay the Conversion Price of any such fractional
interest, the Corporation will issue such fractional share upon the
conversion.

                                 -44-

<PAGE>

            1F.   The issuance of certificates for shares of Common Stock upon
conversion of Class D Preferred will be made without charge to the holders of
such Class D Preferred for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such conversion and the related
issuance of shares of Common Stock.

            1G.   The Corporation will not close its books against the transfer
of Class D Preferred or of Common Stock issued or issuable upon conversion of
Class D Preferred in any manner which interferes with the timely conversion of
Class D Preferred.

      2.    Conversion Price. The Conversion Price for the Class D-1 Preferred
shall initially be $165, and shall be adjusted at the date the Class D-2
Preferred shall have been issued by the Corporation, at which time the
Conversion Price for the Class D-1 Preferred shall become $210; if no Class D-2
Preferred shall have been issued by the Corporation on or before December 31,
1985 (or such later date as indicated in writing by the holders of at least 50%
in principal amount of the Short-Term Promissory Notes, as defined below), such
adjustment to the Class D-1 Preferred shall no longer be applicable. The
Conversion Price for the Class D-2 Preferred shall initially be $210. In order
to prevent dilution of the conversion rights granted under this subdivision, the
Conversion Price of Class D Preferred will be subject to adjustment from time to
time pursuant to this subdivision VIII.

      3.    Adjustment of Conversion Price for Diluting Issues, etc.

            3A.   Formula Adjustments.

            (i)   Issuance of Additional Shares of Common Stock. In case the
Corporation shall at any time or from time to time after the date of the
issuance of the Class D-1 Preferred issue or sell, or be deemed under any
provision of this subdivision VIII to have issued or sold, any additional shares
of Common Stock (except for issuances excluded pursuant to subdivision
VIII.3H.) whether or not subsequently reacquired or retired by the Corporation,
without consideration or for a consideration per share which shall be less
than the Conversion Price in effect immediately prior to such issue or sale,
then and in each such case, the Conversion Price in effect immediately prior to
such issue or sale shall be reduced, effective concurrently with such issue or
sale,

                                 -45-

<PAGE>

to a price (calculated to the nearest cent) determined by dividing,

            (a)   an amount equal to the sum of (1) the aggregate number of
      shares of Common Stock outstanding immediately prior to such issue and
      sale, including, without duplication, those deemed to have been issued
      under any provision of subdivision VIII, and including, without
      duplication, the shares of Common Stock into which the Class B Preferred
      and Class C Preferred may be converted, multiplied by the then existing
      Conversion Price, and (2) the consideration, if any, received by the
      Corporation upon such issue or sale, by

            (b)   the aggregate number of shares of Common Stock of all classes
      outstanding immediately after such issue or sale, including, without
      duplication, those deemed to have been issued under any provision of
      subdivision VIII and including, without duplication, the shares of Common
      Stock into which the Class B Preferred and Class C Preferred may be
      converted.

For all purposes of this clause VIII.3A.(i), the provisions of the following
subdivisions VIII.3B. through VIII.3G. shall be applicable.

            (ii)  Liquidating Dividends. If Group declares a dividend upon the
Common Stock payable other than in shares of Common stock or other than out of
earnings or earned surplus (determined in accordance with GAAP, consistently
applied) (a "Liquidating Dividend"), then Group will pay to the holders of Class
D Preferred at the time of payment of a Liquidating Dividend an amount equal to
the aggregate value of all Liquidating Dividends which would have been paid. On
the Common Stock issuable on conversion of Class D Preferred had such Class D
Preferred been converted immediately prior to the date on which a record is
taken for such Liquidating Dividend, or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined. For purposes of this subsection (ii), a dividend other than in cash
will not be considered payable out of earnings or earned surplus regardless of
whether or not earnings or earned surplus are charged an amount equal to the
fair value of such dividend.

            3B.   Options. In case at any time or from time to time the
Corporation shall (whether directly or by assumption in a merger or otherwise)
grant, issue or sell any Options,

                                  -46-

<PAGE>

whether or not such Options are immediately exercisable, then the maximum number
of shares of Common Stock issuable upon the exercise of such Options (or
issuable upon the conversion of any Convertible Securities issuable pursuant to
such Options), without regard to any provision for subsequent adjustment of such
number, shall be deemed to be outstanding and to have been issued immediately
after the opening of business on the date of the grant of such Options.

            3C.   Convertible Securities. In case at any time or from time to
time the Corporation shall (whether directly or by assumption in a merger or
otherwise) issue or sell any Convertible Securities (other than any Convertible
Security issued pursuant to an Option and the shares of Common Stock issuable
upon the conversion of which have been or are to be deemed issued pursuant to
subdivision VIII.3B.), whether or not such Convertible Securities are
immediately convertible or exchangeable into Common Stock, then the maximum
number of shares of Common Stock issuable upon the conversion or exchange of
such Convertible Securities without regard to any provision for subsequent
adjustment of such number shall be deemed to be outstanding and to have been
issued immediately after the opening of business on the date of the issuance or
sale of such Convertible Securities.

            3D.   Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Securities without the exercise of such
Option or right, the Conversion Price then in effect hereunder will be adjusted
to the Conversion Price which would have been in effect at the time of such
expiration or termination had such Option or Covertible Securities, to the
extent outstanding immediately prior to such expiration or termination, never
been issued.

            3E.   Stock Dividends, Subdivisions, etc. In case at any time or
from time to time after the date of the issuance of the Class D Preferred the
Corporation shall (i) declare or pay any dividend or make any other distribution
upon any capital stock of the Corporation which is payable in Common Stock or
Convertible Securities, or (ii) effect a subdivision of the outstanding shares
of Common Stock into a greater number of shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock),
then, in any such event, the total number of additional shares of Common Stock,
or (in the case of any such dividend or distribution payable in Convertible
Securities) Convertible Securities issuable in payment of such dividend or
distribution or to give effect to such sub-

                                   -47-

<PAGE>

division shall be deemed to have been issued immediately after the close of
business on the record date (or other date) for the determination of holders of
any class of securities in connection with such dividend, distribution, or
subdivision.

            3F.   Determination of Consideration.

            (i)   Cash Consideration. In case of the issuance of shares of
Common Stock for a consideration part or all of which shall be cash, the amount
of the cash consideration therefor shall be deemed to be the amount of cash
received by the Corporation for such shares (or, if such shares of Common Stock
are offered by the Corporation for subscription, the subscription price, or, if
such shares of Common Stock are sold to underwriters or dealers for public
offering without a subscription offering, the initial public offering price);
after deducting therefrom (in cases other than issuances involving an
underwritten public offering or a shelf registration on customary terms) any
expenses incurred in connection therewith other than any compensation or
discount in the sale, underwriting or purchase thereof by underwriters or
dealers or others performing similar services. The consideration for shares of
Common Stock deemed to have been issued under subdivision (ii) or (iii) of this
subdivision shall be deemed to have been received by the Corporation at the time
such shares of Common Stock are deemed to have been issued.

            (ii)  Consideration other than Cash. In case of the issuance
(otherwise than as a dividend or other distribution on any class of capital
stock of the Corporation or upon conversion or exchange of any Convertible
Securities or upon any exercise of any Options) of shares of Common Stock for a
consideration part or all of which shall be other than cash, the amount of the
consideration therefor other than cash shall be the fair value thereof as
determined by the board of directors of the Corporation, irrespective of the
accounting treatment thereof. The reclassification of securities other than
Common Stock into securities including Common Stock shall be deemed to involve
the issuance for a consideration other than cash of such Common Stock on the
date fixed for the determination of security holders entitled to receive such
Common Stock.

            (iii) Options and Convertible Securities. In case of the issuance of
shares of Common Stock deemed to occur under subdivisions (38) or (3C) with
respect to the conversion or exchange of any Convertible Securities (other
than Notes or Class D Preferred) or the exercise of any Options of the
Corporation, the amount of the consideration received by

                                   -48-

<PAGE>

the Corporation for such shares of Common Stock shall be deemed to be the total
of (a) the amount of the consideration, if any, received by the Corporation
upon the issuance of such Convertible Securities or the grant of such Options,
as the case may be, plus (b) the minimum amount of the consideration, if any,
other than the consideration received for such Convertible Securities or
Options, received or deemed to be received by the Corporation (except on
adjustment of interest or dividends) upon such conversion, exchange or exercise
without regard to any provision for adjustment of such consideration. In
determining the amount of the consideration received by the Corporation upon
the issuance of such Convertible Securities or the grant of such Options, as the
case may be, (x) except as otherwise provided in the following clauses (y) and
(z), the amount of the consideration in cash and other than cash shall be
determined pursuant to subdivisions VIII.3F(i), and VIII.3F(ii). (in each case
as if all references therein to "shares of Common Stock", "shares" or "Common
Stock" were references to such Convertible Securities or Options), (y) any
such Convertible Securities or Options issued by way of dividend or other
distribution on any class of capital stock of the Corporation shall be deemed
to have been issued without consideration, and (z) if securities of the same
class or series of a class as such Convertible Securities or Options were issued
or granted for different amounts of consideration, or if some were issued for no
consideration, then the amount of the consideration received by the Corporation
upon the issuance or grant of each of the securities of such class or series, as
the case may be, shall be deemed to be the mean average amount of the
consideration received by the Corporation upon the issuance of all the
securities of such class or series, as the case may be. Any Convertible
Securities issued or any Option granted as a dividend or other distribution on
any class of capital stock of the Corporation shall be deemed to have been
issued or granted immediately after the opening of business on the date fixed
for the determination of stockholders entitled to receive such dividend or other
distribution and without consideration.

            (iv)  Stock Dividends, etc. In case shares of Common Stock are
deemed to have been issued pursuant to subdivision VIII.3E., relating to stock
dividends and subdivisions, such shares shall be deemed to have been issued
without consideration.

            3G.   Treasury Shares The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation, and the disposition of any such shares shall
be consid-

                                  -49-

<PAGE>

ered an issue or sale of Common Stock for the purposes of this subdivision
VIII.3.

            3H.   Certain Issues Excepted. Anything in this subdivision VIII to
the contrary notwithstanding, the Corporation shall not be required to make any
adjustment of the Conversion Price in respect of any of the following (without
duplication):

            (i)   the issuance, exchange or transfer of the Notes or the
      issuance of Common Stock upon conversion of the Notes;

            (ii)  the issuance, exchange or transfer of the Class D Preferred or
      the issuance of Common Stock upon conversion of the Class D Preferred;

            (iii) shares of Common Stock previously deemed to have been issued
      pursuant to subdivision VIII.3B. or VIII.3C.;

            (iv)  the issuance of up to 8,000 shares of Common Stock in
      connection, with the employment of any Person by the Corporation or any
      Subsidiary including the issuance of options or rights with respect
      thereto; and

            (v)   the issuance of shares of Common Stock and other securities
      upon the conversion of the Corporation's Class B Common, Class B Preferred
      and Class C Preferred in accordance with the terms in existence and
      applicable to such conversion on the date hereof.

            3I.   Determination of Consideration Under Certain Circumstances.
Anything herein to the contrary notwithstanding, in case at any time after the
date hereof the Corporation shall issue any shares of Common Stock or
Convertible Securities, or any rights or options to purchase any such Common
Stock or Convertible Securities, in connection with the acquisition by the
Corporation or a Subsidiary of the stock or assets of any other corporation or
the merger of any other corporation into the Corporation or a Subsidiary (or the
merger of a Subsidiary into another corporation which thereby becomes a
Subsidiary) under circumstances where on the date of the issuance of such shares
of Common Stock or Convertible Securities or such rights or options the
consideration per share received for such Common Stock or deemed to have been
received for the Common Stock into which such Convertible Securities or such
rights or options are

                                      -50-

<PAGE>

convertible is less than an amount equal to the then Conversion Price, but on
the date the number of shares of Common Stock or Convertible Securities (or in
the case of Convertible Securities other than stock, the aggregate principal
amount of Convertible Securities) or the number of such rights or options (or
the terms by which such number shall be determined) was approved by the Board of
the Corporation (as evidenced by a resolution thereof) the consideration
received per share for such Common Stock or deemed to have been received for the
Common Stock into which such Convertible Securities or such rights or options
are convertible or for which they are exercisable would not have been less than
an amount equal to the Conversion Price thereof, such shares of Common Stock
shall not be deemed to have been issued for less than an amount equal to the
Conversion Price.

      4.    Other Securities.

            In case any Other Securities shall be issued or shall become subject
to issue upon the conversion or exchange of any stock (or Other Securities) of
the Corporation (or any issuer of Other Securities or any other Person referred
to in subdivision VIII.5.) or to subscription, purchase or other acquisition
pursuant to any Convertible Securities or Options issued by the Corporation (or
any other issuer or Person) for a consideration such as to dilute the conversion
rights of the holders of the Class D Preferred, the computations, adjustments
and readjustments provided for in this subdivision VIII with respect to the
Conversion Price shall be made as nearly as possible in the manner so provided
and applied to determine the amount of Other Securities from time to time
receivable upon the conversion of the Class D Preferred, so as to protect the
holders of the Class D Preferred against the effects of such dilution.

      5.    Adjustments for Consolidation, Merger, Sale of Assets,
            Reorganization, etc.

            5A.   General Provisions. In case at any time the Corporation shall
be a party to any transaction (including, without limitation, a merger,
consolidation, sale of all or substantially all of the Corporation's assets or
recapitalization of the Common Stock) in which the previously outstanding
Common Stock shall be changed into or exchanged for different securities of
the Corporation, common stock or other securities of another corporation or
interests in a noncorporate entity or other property (including cash) or any
combination of any of the foregoing (each such transaction being hereinafter
referred to as a "Transaction", the date of

                                  -51-

<PAGE>

the consummation of the Transaction being hereinafter referred to as the
"Consummation Date"), the Corporation (in the case of a recapitalization of the
Common Stock) or such other corporation or entity (in each other case) being
hereinafter referred to as the "Acquiring Company", and the common stock (or
equivalent equity interests) of the Acquiring Company being hereinafter
referred to as the "Acquirer's Common Stock"), then, as a condition to the
consummation of the Transaction, lawful and adequate provisions shall be made so
that, upon the basis and the terms and in the manner provided in subdivision
VIII, each holder of Shares of Class D Preferred, upon the conversion thereof at
any time after the consummation of the Transaction, shall be entitled to
receive, in lieu of the Stock or Other Securities issuable upon such conversion
prior to such consummation, the stock and other securities, cash and property to
which such holder would have been entitled upon the consummation of the
Transaction if such holder had converted such Shares of Class D Preferred
immediately prior thereto (subject to adjustments from and after the
Consummation Date as nearly equivalent as possible to the adjustments provided
for in this subdivision VIII).

            5B.   Marketable Stock. The Corporation will not enter into or be a
party to any Transaction following the consummation of which any holder of
Shares of Class D Preferred would be entitled in accordance with the foregoing
provisions of this subdivision VIII.5. to receive Acquirer's Common Stock or
other securities of the Acquiring Company upon conversion of such Shares of
Class D Preferred unless, immediately following the consummation thereof on the
Consummation Date, all of the following requirements are fulfilled as to the
Acquiring Company:

            (i)   its common stock is listed on the New York Stock Exchange or
      the American Stock Exchange and such common stock continues to meet the
      requirements for listing thereon, and

            (ii)  it is required to file, and in each of its three fiscal years
      immediately preceding the Consummation Date has filed, reports with the
      Commission pursuant to Section 13 or 15(d) of the Exchange Act.

            5C.   Assumption of Obligations. Notwithstanding anything contained
in this Certificate of Incorporation to the contrary, the Corporation will not
effect any transaction unless, prior to the consummation thereof, each
corporation or entity (other than the Corporation) which may be required to
deliver any stock, securities, cash or property upon the

                                   -52-

<PAGE>

conversion of any Shares of Class D Preferred as provided herein shall assume,
by written instrument delivered to the holder of such Shares of Class D
Preferred, the obligation to deliver to such holder such shares of stock,
securities, cash or property as, an accordance with the foregoing provisions,
such holder may be entitled to receive, and such corporation or entity shall
have similarly delivered to such holder an opinion of counsel for such
corporation or entity, which counsel shall be reasonably satisfactory to such
holder, stating that such Shares of Class D Preferred shall thereafter
continue in full force and effect and the terms hereof (including, without
limitation, all of the provisions of subdivision VIII shall be applicable to the
stock, securities, cash or property which such corporation or entity may be
required to deliver upon the exercise hereof.

      6.    Adjustments for Combinations, etc.

            In case the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, the Conversion Price in effect immediately prior to such
combination or consolidation shall, concurrently with the effectiveness of such
combination or consolidation, be proportionately increased.

      7.    Notice of Adjustments of Conversion Price.

            Whenever the Conversion Price is adjusted as provided in subdivision
VIII, the Corporation shall promptly (and, in any event, not later than the
thirtieth day following the occurrence of the event requiring such adjustment)
compute the adjusted Conversion Price in accordance with subdivision VIII and
shall prepare a report setting forth such adjustment and showing in detail the
method of calculation and the facts upon which such adjustment is based,
including a statement of (i) the consideration received or to be received by
the Corporation for any additional shares of Common Stock issued or sold or
deemed to have been issued, (ii) the number of shares of Common Stock
outstanding or deemed to be outstanding, and (iii) the Conversion Price in
effect immediately prior to such issue or sale and as adjusted on account
therefor and, upon the request of any holder of the Shares of Class D Preferred,
shall cause certified public accountants of recognized national standing (which
may be the regular auditors of the Corporation) selected by the Corporation to
verify such computation and report, if not previously verified at the request of
any holder. The Corporation will promptly (and, in any event, not later than
such thirtieth day) furnish a

                                  -53-

<PAGE>

copy of each such report and such verification to the holder of any Shares of
Class D Preferred, and will, upon the written request at any reasonable time of
the holder of any Shares of Class D Preferred, furnish to such holder a like
report setting forth the Conversion Price at the time in effect and showing how
it was calculated. The Corporation will also keep copies of all such reports and
such verifications at its principal office, and will cause the same to be
available for inspection at such office during normal business hours by the
holder of any Shares of Class D Preferred or any prospective purchaser of any
Note designated by the holder of such Shares of Class D Preferred.

      8.    Notice of Certain Corporate Action.

            In case:

            (i)   the Corporation shall declare a dividend (or any other
      distribution) on its Common Stock payable otherwise than in cash out of
      its earned surplus or at an annualized rate in excess of 120% of the
      annualized rate of the last cash dividend theretofore paid; or

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

            (iii) of any reclassification of the Common Stock of the Corporation
      (other than a subdivision or combination of its outstanding shares of
      Common Stock), any capital reorganization of the Corporation or of any
      consolidation or merger to which the Corporation is a party, or of the
      sale or transfer, of all or substantially all of the assets of the
      Corporation; or

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

the Corporation shall at least 10 business days prior to the applicable record
date hereinafter specified give to each holder of any Shares of Class D
Preferred an Officers' Certificate stating (a) the date on which a record is
to be taken for the purpose of such dividend, distribution, rights or warrants,
or, if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution, rights or
warrants are to be

                                   -54-

<PAGE>

determined, or (b) the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, recapitalization, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

      9.    Other Dilutive Events.

            In case any event shall occur as to which the other provisions of
subdivision VIII are not strictly applicable but in respect of which the failure
to make any adjustment would not in the opinion of any holders of at least 20%
in the aggregate of the number of shares of Class D Preferred at the time
outstanding or in the opinion of the Corporation fairly protect the conversion
rights granted by subdivision VIII in accordance with the essential intent and
principles hereof, then, in each such case, upon the written request of such
holder or holders or on its own motion, the Corporation shall appoint a firm of
independent certified public accountants of recognized national standing
(which may be the regular auditors of the Corporation), which shall give their
opinion as to the adjustment, if any, on a basis consistent with the essential
intent and principles established in subdivision VIII, necessary to preserve,
without dilution, such conversion rights. Upon receipt of such opinion, the
Corporation will promptly mail a copy thereof to the holder of any Shares of
Class D Preferred and shall make the adjustments or increases described therein.

      10.   No Dilution or Impairment.

            The Corporation will not, by amendment of this Certificate of
Incorporation or through any consolidation, merger, reorganization, transfer of
assets, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the
conversion rights granted by subdivision VIII against dilution or other
impairment. Without limiting the generality of the foregoing, the Corporation
(i) will not permit the par value of any shares of stock at the time re-
ceivable upon the conversion of any Shares of Class D Preferred to exceed the
Conversion Price then in effect,

                                    -55-

<PAGE>

(ii) will take all such action as may be necessary or appropriate in order
that the Corporation may validly and legally issue fully paid and nonassessable
shares of Stock upon any conversion of the Class D Preferred, (iii) will not
take any action which results in any adjustment of the Conversion Price if the
total number of shares of Common Stock (or Other Securities) issuable after the
action upon the conversion of all of the Shares of Class D Preferred would
exceed the total number of shares of Common Stock (or Other Securities) then
authorized by the Corporation's certificate of incorporation and available for
the purpose of issue upon such exercise, and (iv) except as provided herein will
not issue any capital stock of any class which is preferred or pari passu as to
dividends or as to the distribution of assets upon voluntary or involuntary
dissolution, liquidation or winding up.

      11.   De Minimis Adjustments of Conversion Price; Optional Reductions.

            Notwithstanding any other provision of subdivision VIII to the
contrary, no single adjustment in the Conversion Price otherwise required
hereunder shall be required unless such adjustment would require an increase or
decrease of at least 1/2 of 1% in such price; provided, however, that any
adjustments which by reason of this subdivision VIII.11 are not required to be
made shall be carried forward and shall be taken into account in any subsequent
adjustment and shall be taken into account upon the conversion of any Shares of
Class D Preferred; and provided, further, that adjustments shall be required and
made in accordance with the provisions of subdivision VIII (other than this
subdivision 11) not later than such time as may be required in order to preserve
the tax-free nature of a distribution to the holders of Common Stock. Anything
in subdivision VIII to the contrary notwithstanding, the Corporation shall be
entitled to make such reductions in the Conversion Price, in addition to those
otherwise required by subdivision VIII, as it in its sole discretion shall
determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights to purchase stock or securities, or distribution
of securities convertible into or exchangeable for stock hereafter made by the
Corporation to its stockholders shall not be taxable.

      12.   Continuing Obligation of the Corporation.

            The Corporation will, at the time of conversion of any Shares of
Class D Preferred in full or in part, upon the request of any holder thereof,
acknowledge in writing its continuing obligation to afford such holder any
rights (in-

                                  -56-

<PAGE>

cluding, without limitation, any right of registration of the shares of Stock or
Other Securities issued upon such conversion) to which such holder shall
continue to be entitled after such conversion in accordance with the provisions
of this Certificate of Incorporation; provided, however, that if any such holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Corporation to afford to such holder all such
rights.

      13.   Mandatory Conversions of Class D Preferred.

            Notwithstanding anything to the contrary contained in this Section
C, at such time as (i) the Corporation shall have participated in a public
offering or offerings of the Common Stock, in which the aggregate price to the
public of the securities sold shall have been at least $10,000,000, (ii) the
Common Stock was sold to the public at the most recent such offering at a price
exceeding the Conversion Price then in effect by not less than 50%, and (iii)
the outstanding shares of Class B Preferred and Class C Preferred, if any, are
subject to mandatory conversion upon conversion of the Class D Preferred
pursuant to this subdivision VIII.13, then all outstanding Shares of Class D
Preferred, if any, will, without any action on the part of the Corporation or
the holders thereof, be immediately converted into shares of Class A Common in
accordance with the terms of this Section C, and thereafter no Shares of Class D
Preferred will be outstanding and any holder of a certificate of Shares of Class
D Preferred will be deemed to be the holder of the number of Shares of Class A
Common into which the Shares of Class D Preferred represented by such
certificate were converted pursuant to this subdivision VIII.13.

IX.   Transfer, Exchange and Replacement of Certificates for Class D Preferred.

            1.    The Corporation will keep at its principal office a register
for the registration of Class D Preferred. Upon surrender at such office of any
certificate representing Shares of Class D Preferred for conversion or for
registration of exchange or (subject to compliance with the applicable
provisions of the Registration Rights Agreement) transfer, the Corporation will
issue, at its expense, one or more new certificates, in such denomination or
denominations as may be requested, for the same aggregate number of Shares
represented by the certificate so surrendered and registered as such holder may
request; provided, however, that no such transfer shall be in violation of the
Securities Act of 1933, as amended. Any certificate representing any Shares of
Class

                                   -57-
<PAGE>

D Preferred surrendered for registration or transfer shall be duly endorsed, or
accompanied by a written instrument of transfer duly executed by the holder of
such certificate or his attorney duly authorized in writing.

            2.    The Corporation will pay all costs of all deliveries of
certificates representing any Shares of Class D Preferred from the office of the
holder thereof to the office of the Corporation to be surrendered pursuant to
this subdivision IX.2. (including the cost of insurance against loss or theft in
an amount satisfactory to such holder) upon any exchange provided for herein.
Upon receipt of evidence reasonably satisfactory to the Corporation of the
ownership of and the loss, theft, destruction or mutilation of any certificate
representing any shares of Class D Preferred and, in the case of such loss,
theft, destruction or mutilation of any certificate representing any Shares of
Class D Preferred, upon delivery of an indemnity bond in such reasonable amount
as the Corporation may determine (or in the case of any Shares of Class D
Preferred held by the original owner or its nominee, of an unsecured indemnity
agreement from such owner or nominee holding such Shares), or in the case of any
such mutilation, upon the surrender of such certificate for cancellation at the
principal office of the Corporation, the Corporation, at its expense, will
execute and deliver, in lieu thereof, a new certificate of like tenor and for an
equal number of Shares of Class D Preferred.

X.    Definitions.

            "Class D Scheduled Redemption Dates" has the meaning assigned in
subdivision VI.1A.

            "Convertible Securities" means any evidence of indebtedness, shares
of capital stock (other than Class A Common) or other securities directly or
indirectly convertible into or exchangeable for Class A Common or any stock
into which such Class A Common shall have been changed or any stock resulting
from any capital reorganization or reclassification of such Class A Common.

            "Conversion Price" of any Share of Class D Preferred means the sum
of $210 (or $165 if no Class D-2 Preferred shall have been issued) as adjusted
by the provisions of subdivision VIII of this Section C.

            "Cosan Purchase Certificate" means the Certificate substantially in
the form of Exhibit H to the Note and Stock Purchase Agreements.

                                      -58-
<PAGE>

            "Delayed First Closing Dates" means, collectively, each date upon
which shares of Class D-1 Preferred shall have been issued pursuant to the Note
and Stock Purchase Agreements subsequent to the First Closing Date.

            "Escrow Agreement" means the Escrow Agreement as defined in the Note
and Stock Purchase Agreements.

            "Event of Noncompliance" has the meaning assigned in subdivision
VII.

            "First Closing Date" means the initial date upon which shares of
Class D-1 Preferred shall have been issued pursuant to the Note and Stock
Purchase Agreements.

            "GAAP" means generally accepted accounting principles as set forth
in the opinions of the Accounting Principles Board of the American Institute of
Certified Public Accountants and in statements by the Financial Accounting
Standards Board or in such opinions and statements of such other entities as
shall be approved by a significant segment of the accounting profession.

            "Junior Securities" has the meaning assigned in subdivision VI.3. of
Section A hereof.

            "Liquidating Dividend" has the meaning assigned in subdivision
VIII,3A.(ii).

            "Liquidation Value" as to any Share of Class D Preferred as of any
particular date will be equal to the sum of $210 plus any due and payable but
unpaid dividends on such Share.

            "NASDAQ" means the NASDAQ interdealer quotation system maintained by
the National Association of Securities Dealers, Inc., or any successor composite
reporting service.

            "Note and Stock Purchase Agreements" means the Note and Stock
Purchase Agreements between the Corporation, and each of a group of investors
and in connection with which the Corporation adopted this Restated Certificate
of Incorporation and agreed to issue the Class D Preferred.

            "Notes" means the 9% Convertible Subordinated Notes due June 30,
1997, issued by the Corporation pursuant to the Note and Stock Purchase
Agreements.

            "Officers' Certificate" means a certificate executed on behalf of
the Corporation by the Chairman of the

                                        -59-

<PAGE>

Board of Directors (if an officer) or its President or one of its Vice
Presidents and its Vice President-Finance or Treasurer or one of its Assistant
Treasurers.

            "Options" means rights, options or warrants to subscribe for,
purchase or otherwise acquire either Class A Common or Convertible Securities.

            "Other Securities" means any stock (other than Common Stock) and
other securities of the Corporation or any other person (corporate or otherwise)
which the holders of the Class D Preferred at any time shall be entitled to
receive, or shall have received, upon the conversion of the Class D Preferred,
in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or such other securities pursuant to the Note and Stock Purchase
Agreements.

            "Redemption Date" has the meaning assigned in subdivision VI.3B.

            "Redemption Price" has the meaning assigned in subdivision VI.3A.

            "Registration Rights Agreement" means the Registration Rights
Agreement contemplated by the Note and Stock Purchase Agreements between the
Corporation and the initial purchasers of Class D Preferred or securities
convertible into Class D Preferred.

            "Second Closing" has the meaning assigned in the Note and Stock
Purchase Agreements.

            "Short-Term Promissory Notes" and "Short-Term Promissory
Notes-Series 1" have the meanings assigned in the Note and Stock Purchase
Agreements.

            "Subsidiary" has the meaning assigned in the Note and Stock Purchase
Agreements.

XI.   Notices.

            All notices referred to herein, except as otherwise provided, will
be made by registered or certified mail, return receipt requested, postage
prepaid, and will be deemed to have been given when so mailed.

                                      -60-

<PAGE>

                  SECTION D. SERIES PREFERRED STOCK

            The Series Preferred Stock may be issued from time to time by the
Board of Directors as snares of one or more series. Subject to the provisions
hereof and the limitations prescribed by law, the Board of Directors is
expressly authorized, prior to issuance, by adopting resolutions providing for
the issuance of, or providing for a change in the number of, shares of any
particular series and, if and to the extent from time to time required by law,
by filing a certificate pursuant to the General Corporation Law (or other law
hereafter in effect relating to the same or substantially similar subject
matter), to establish or change the number of shares to be included in each such
series and to fix the designation and relative powers, preferences and rights
and the qualifications and limitations or restrictions thereof relating to the
shares of each such series. The authority of the Board of Directors with respect
to each series shall include, but not be limited to, determination of the
following:

                  (a)   the distinctive serial designation of such series and
            the number of shares constituting such series (provided that the
            aggregate number of shares constituting all series of Series
            Preferred Stock shall not exceed Five Million (5,000,000));

                  (b)   the annual dividend rate on shares of such series,
            whether dividends shall be cumulative and, if so, from which date or
            dates;

                  (c)   whether the shares of such series shall be redeemable
            and, if so, the terms and conditions of such redemption, including
            the date or dates upon and after which such shares shall be
            redeemable, and the amount per share payable in case of redemption,
            which amount may vary under different conditions and at different
            redemption dates;

                  (d)   the obligation, if any, of the Corporation to retire
            shares of such series pursuant to a sinking fund;

                  (e)   whether shares of such series shall be convertible into,
            or exchangeable for, shares of stock of any other class or classes
            and, if so, the terms and conditions of such conversion or
            exchange, including the price or prices or the rate or rates of
            conversion or exchange and the terms of adjustment, if any;

                                      -61-

<PAGE>


                  (f)   whether the shares of such series shall have voting
            rights, in addition to the voting rights provided by law, and, if
            so, the terms of such voting rights;

                  (g)   the rights of the shares of such series in the event of
            voluntary or involuntary liquidation, dissolution or winding up of
            the Corporation; and

                  (h)   any other relative rights, powers, preferences,
            qualifications, limitations or restrictions thereof relating to such
            series.

            The shares of Series Preferred Stock of any one series shall be
identical with each other in all respects except as to the dates from and after
which dividends thereon shall cumulate, if cumulative.

            The number of authorized shares of Series Preferred Stock may be
increased or decreased by the affirmative vote of the holders of a majority of
the stock of the Corporation entitled to vote without the separate vote of
holders of Series Preferred Stock as a class.

            FIFTH: The Corporation is to have perpetual existence.

            SIXTH: (a) Except as otherwise fixed by or pursuant to the
provisions of Article FOURTH hereof relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the number of the directors of the Corporation shall be fixed
from time to time by or pursuant to the By-Laws of the Corporation. The
directors, other than those who may be elected by the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the By-Laws of the
Corporation, one class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1988, another class to hold office
initially for a term expiring at the annual meeting of stockholders in 1989,
and another class to hold office initially for a term expiring at the annual
meeting of stockholders to be held in 1990, with the members of each class to
hold office until their successors are elected and qualified. At each annual
meeting of the stockholders of the Corporation, the

                                      -62-

<PAGE>

successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

                  (b)   Advance notice of stockholder nominations for the
            election of directors shall be given in the manner provided in the
            By-Laws of the Corporation.

                  (c)   Except as otherwise provided for or fixed by or pursuant
            to the provisions of Article FOURTH hereof relating to the rights of
            the holders of any class or series of stock having a preference over
            the Common Stock as to dividends or upon liquidation to elect
            directors under specified circumstances, newly created directorships
            resulting from any increase in the number of directors and any
            vacancies on the Board of Directors resulting from death,
            resignation, disqualification, removal or other cause shall be
            filled solely by the affirmative vote of a majority of the directors
            or the sole director then remaining in office, even though less than
            a quorum of the Board of Directors. Any director elected in
            accordance with the preceding sentence shall hold office for the
            remainder of the full term of the class of directors in which the
            new directorship was created or the vacancy occurred and until such
            director's successor shall have been elected and qualified. If the
            number of directors is changed, any increase or decrease shall be
            apportioned among the classes by the Board of Directors so as to
            maintain the number of directors in each class as nearly equal as
            possible. No decrease in the number of directors constituting the
            Board of Directors shall shorten the term of any incumbent director.

                  (d)   Subject to the rights of any class or series of stock
            having a preference over the Common Stock as to dividends or upon
            liquidation to elect directors under specified circumstances, any
            director may be removed from office, but only for cause and only by
            the affirmative vote of the holders of at least two-thirds of the
            combined voting power of the then outstanding shares of stock
            entitled to vote generally in the election of directors, voting
            together as a single class.

                  (e) Any action required or permitted to be taken by the
            stockholders of the Corporation must be

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<PAGE>

3686C

            effected at a duly called annual or special meeting of such holders
            and may not be effected by any consent in writing by such holders.
            Except as otherwise required by law and subject to the rights of the
            holders of any class or series of stock having a preference over the
            Common Stock as to dividends or upon liquidation, special meetings
            of stockholders of the Corporation may be called only by the
            Chairman of the Board or President or the Board of Directors
            pursuant to a resolution approved by a majority of the entire Board
            of Directors or as otherwise provided in the By-Laws of the
            Corporation.

                  (f)   In furtherance and not in the limitation of the powers
            conferred by statute, the Board of Directors is expressly authorized
            to make, alter, amend or repeal the By-Laws of the Corporation, but
            the stockholders may adopt additional By-Laws and may amend or
            repeal By-Laws whether or not adopted by them provided that the
            affirmative vote of the holders of at least two-thirds of the
            combined voting power of the then outstanding shares of stock
            entitled to vote generally in the election of directors, voting
            together as a single class, is required for any such adoption of
            additional By-Laws, amendment or repeal.

                  (g)   Notwithstanding any other provision of this Certificate
            of Incorporation or the By-Laws of the Corporation (and
            notwithstanding the fact that a lesser percentage may be specified
            by law, the Certificate of Incorporation or the By-Laws of the
            Corporation), the affirmative vote of the holders of at least
            two-thirds of the voting power of all the shares of the Corporation
            entitled to vote generally in the election of directors, voting
            together as a single class, shall be required to alter, amend or
            repeal this Article SIXTH or to adopt any provision inconsistent
            herewith.

            SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provisions contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors in the By-Laws of the Corporation. Elections of
directors need not be by written ballot unless the By-Laws of the Corporation so
provide.

            EIGHTH; The Corporation shall, to the fullest extent authorized
shall by Section 145 of the General Corporation Law of the

                                      -64-

<PAGE>

3686C

State of Delaware, as the same exists or may hereafter be amended (but in the
case of any such amendment, other than one mandating lesser indemnification,
only to the extent that such amendment permits the Corporation to provide
broader indemnification than said law permitted the Corporation to provide prior
to such amendment) indemnify all persons whom it may indemnify pursuant thereto.

            NINTH: The Corporation reserves the right to amend, alter change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

            TENTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of such director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which such director
derived any improper personal benefit.

            Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

            4.    This Restated Certificate of Incorporation was duly adopted at
a special meeting of the stockholders by the stockholders entitled to vote
thereon, in accordance with the applicable provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware.

            IN WITNESS WHEREOF, said Combrex Corporation has caused its
corporate seal to be hereunto affixed and this Certificate to be signed by Cyril
C. Baldwin, Jr., its President, and attested by Irving Needleman, its
Secretary, this 16th day of September, 1987.

                                                  Cambrex Corporation

                                                  By /s/ John P. Lynch
                                                     ---------------------------
                                                           VICE PRESIDENT

ATTEST:

By /s/ Irving Needleman
   -------------------------
          Secretary

                                      -65-
<PAGE>

                                   8703070030

                 [ILLEGIBLE]                                            FILED
                                                                        10 AM
                                                                      NOV 3 1987

                                                                     [ILLEGIBLE]

                       CERTIFICATE OF RETIREMENT OF STOCK

      CAMBREX CORPORATION, a corporation organized and existing under The
General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of Cambrex Corporation,
a resolution was duly adopted retiring shares of the capital stock of said
corporation, which were issued but not outstanding, to the extent hereinafter
set forth, and which retired shares had capital applied in connection with their
acquisition.

      SECOND: The shares of capital stock of the corporation, which are
retired, are identified as being Four Hundred Thousand (400,000) shares of the
Class A 8.25% Cumulative Preferred Stock with a par value of ten cents ($0.10)
per share.

      THIRD: That the Restated Certificate of Incorporation of the corporation
prohibits the reissue of the shares of Class A 8.25% Cumulative Preferred Stock
when so retired and that the shares so retired constitute all the authorized
shares of Class A 8.25% Cumulative Preferred Stock and pursuant to the
provisions of section 243 of the General Corporation Law of the State of
Delaware, upon the effective date of the filing of

<PAGE>

this certificate as therein provided, the Restated Certificate of Incorporation
of said corporation shall be amended so as to effect a reduction in the
authorized number of shares of the corporation by the elimination therefrom of
all reference to said Class A 8.25% Cumulative Preferred Stock, comprising Four
Hundred Thousand (400,000) shares of the par value of ten cents ($0.10) each.

      IN WITNESS WHEREOF, said Cambrex Corporation has caused this certificate
to be signed by John P. Lynch, its Vice President, and attested by Irving
Needleman, its secretary, this 27th day of October, 1987.

                                                  CAMBREX CORPORATION

                                                  By /s/ John P. Lynch
                                                     ---------------------------
                                                     Vice President

ATTEST:

By /s/ Irving Needleman
   -------------------------
   Secretary

                                       2
<PAGE>

                                   8703070031

2812K
                                                                    FILED
                                                                 [ILLEGIBLE]
                                                                  Nov 3 1987

                                                                 [ILLEGIBLE]
                                                              SECRETARY OF STATE

                       CERTIFICATE OF RETIREMENT OF STOCK

      CAMBREX CORPORATION, a corporation organized and existing under The
General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of Cambrex Corporation,
a resolution was duly adopted retiring shares of the capital stock of said
corporation, which were issued but not outstanding, to the extent hereinafter
set forth, and which retired shares had no capital applied to their
acquisition.

      SECOND: The shares of capital stock of the corporation, which are
retired, are identified as being Forty Thousand Five Hundred Ninety-Seven
(40,597) shares of the Class B 8.25% Cumulative Convertible Preferred Stock with
a par value of ten cents ($0.10) per share.

      THIRD: That the Restated Certificate of Incorporation of the corporation
prohibits the reissue of the shares of Class B 8.25% Cumulative Convertible
Preferred Stock when so retired and that the shares so retired constitute all
the authorized shares of Class B 8.25% Cumulative Convertible Preferred Stock;
and pursuant to the provisions of section 243 of the General Corporation Law of
the State of Delaware, upon

<PAGE>
2812K

the effective date of the filing of this certificate as therein provided, the
Restated Certificate of Incorporation of said corporation shall be amended so
as to effect a reduction in the authorized number of shares of the corporation
by the elimination therefrom of all reference to said Class B 8.25% Cumulative
Convertible Preferred Stock, comprising Forty Thousand Five Hundred Ninety-Seven
(40,597) shares of the par value of ten cents ($0.10) each.

      IN WITNESS WHEREOF, said Cambrex Corporation has caused this certificate
to be signed by John P. Lynch, its Vice President, and attested by Irving
Needleman, its secretary, this 27th day of October, 1987.

                                                  CAMBREX CORPORATION

                                                  By /s/ John P. Lynch
                                                     ---------------------
                                                     Vice President

ATTEST:

By /s/ Irving Needleman
   -------------------------
   Secretary

                                      -2-
<PAGE>

2812K

                                   8703070032
                                                                    FILED
                                                                 [ILLEGIBLE]
                                                                  Nov 3 1987

                                                                 [ILLEGIBLE]
                                                              SECRETARY OF STATE

                       CERTIFICATE OF RETIREMENT OF STOCK

      CAMBREX CORPORATION, a corporation organized and existing under The
General Corporation Law of the State of Delaware,

      DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of Cambrex Corporation,
a resolution was duly adopted retiring shares of the capital stock of said
corporation, which were issued but not outstanding, to the extent hereinafter
set forth, and which retired shares had no capital applied to their acquisition.

      SECOND: The shares of capital stock of the corporation, which are
retired, are identified as being nineteen Thousand Four Hundred Three (19,403)
shares of the Class C Convertible Preferred Stock with a par value of ten
cents ($0.10) per share.

      THIRD: That the Restated Certificate of Incorporation of the corporation
prohibits the reissue of the shares of Class C Convertible Preferred Stock when
so retired and that the shares so retired constitute all the authorized shares
of Class C Convertible Preferred Stock; and pursuant to the provisions of
section 243 of the General Corporation Law of the

<PAGE>
2812K

State of Delaware, upon the effective date of the filing of this certificate as
therein provided, the Restated Certificate of Incorporation of said corporation
shall be amended so as to effect a reduction in the authorized number of shares
of the corporation by the elimination therefrom of all reference to said Class C
Convertible Preferred Stock, comprising Nineteen Thousand four Hundred Three
(19,403) shares of the par value of ten cents ($0.10) each.

      IN WITNESS WHEREOF, said Canbrex Corporation has caused this certificate
to be signed by John P. Lynch its Vice President and attested by Irving
Needleman, its secretary, this 27th day of October, 1987.

                                                  CAMBREX CORPORATION

                                                  By /s/ John P. Lynch
                                                     ---------------------------
                                                     Vice President

ATTEST:

By /s/ Irving Needleman
   -------------------------
   Secretary

                                      -2-
<PAGE>
                                   8703070033

                                                                 [ILLEGIBLE]
                                                              SECRETARY OF STATE

2812K

                       CERTIFICATE OF RETIREMENT OF STOCK

      CANBREX CORPORATION,a corporation organiged and existing under The General
Corporation Law of the State of Delaware;

      DOES HEREBY CERTIFY:

      FIRST: That at a meeting of the Board of Directors of Caibrex Corporation,
a resolution was duly adopted retiring shares of the capital stock of said
corporation, which were issued but not outstanding, to the extent hereinafter
set forth, and which retired shares had no capital applied to their acquisition*

      SECOND: The shares of capital stock of the corporation, which are retired,
are identified as being Seventy-Three Thousand Eighty-Nine (73,089) shares of
the Class D Convertible Preferred Stock with a par value of ten cents ($0.10)
per share,

      THIRD: That the Restated Certificate of Incorporation of the corporation
prohibits the reissue of the shares of Class D Convertible Preferred Stock when
so retired and that the shares so retired constitute all the authorized shares
of Class D Convertible Preferred Stock and pursuant to the provisions of section
243 of the General Corporation Law of the State of Delaware, upon the effective
date of the filing of

<PAGE>

2812K

this certificate as therein provided, the Restated Certificate of Incorporation
of said corporation shall be amended so as to effect a reduction in the
authorized number of shares of the corporation by the elimination therefrom of
all reference to said Class D Convertible Preferred Stock, comprising
Seventy-Three Thousand Eighty-Nine (73,089) shares of the par value of ten cents
($0.10) each.

      IN WITNESS WHEREOF, said Cambrex Corporation has caused this certificate
to be signed by John P. Lynch, its Vice President, and attested by Irving
Needleman, its secretary, this 27th day of October, 1987.

                                                  CAMBREX CORPORATION

                                                  By /s/ John P. Lynch
                                                     ---------------------------
                                                     Vice President

ATTEST:

By /s/ Irving Needleman
   -------------------------
   Secretary

                                      -2-

<PAGE>

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                        FILED 12:00 PM06/12/1996
                                                          960171193 - 2018808

                 CERTIFICATE OF DESIGNATION OF SERIES E JUNIOR
                    PARTICIPATING CUMULATIVE PREFERRED STOCK
                            Par Value $1.00 Per Share

                                       of

                              CAMBREX CORPORATION

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

            We, Steven M. Klosk, Vice President - Administration, and Peter E.
Thauer, Esq., Vice President - Law and Environment, General counsel and
Secretary, of Cambrex Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

            That pursuant to the authority conferred upon the Board of Directors
by the Restated Certificate of Incorporation of the Corporation, as amended,
the said Board of Directors on May 23, 1996, by the affirmative vote of at least
a majority of the members of the Board of Directors, adopted the following
resolution creating a series of one hundred thousand (100,000) shares of Series
E Junior Participating Cumulative Preferred Stock, par value $1.00 per share:

            RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its Restated
Certificate of Incorporation (the "Restated Certificate"), a series of Series
Preferred Stock of the Corporation be, and it hereby

<PAGE>

is, created, and that the designation and amount thereof and the voting powers,
preferences and relative participating, optional and other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

            Section 1. Designation and Amount.

            The shares of such series shall be designated as Series E
Junior Participating Cumulative Preferred Stock, par value $1.00 per share
(the "Junior Preferred Stock") and the number of shares constituting such series
shall be one hundred thousand (100,000). Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided, that no
decrease shall reduce the number of shares of Junior Preferred Stock to a number
less than the number of shares reserved for issuance upon the exercise of :
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Junior
Preferred Stock.

            Section 2. Dividends and Distributions.

            (A) Subject to the rights of the holders of any shares of any series
      of preferred stock (or any similar stock) ranking prior and superior to
      the Junior Preferred Stock with respect to dividends, the holders of
      shares of Junior Preferred Stock, in preference to the holders of Common
      Stock, and of any other junior stock which may be outstanding, shall be
      entitled to receive, when, as and if declared by the Board of Directors
      out of funds legally available for the purpose, quarterly dividends
      payable in cash on the first day of January, April, July and October in
      each year (each such date being referred to herein as a "Quarterly
      Dividend Payment Date"), commencing on the first Quarterly Dividend
      Payment Date after the first issuance of a share or fraction of a share of
      Junior Preferred Stock, in an amount per share (rounded to the nearest
      cent) equal to the greater of (a) $2.50 per share ($10.00 per annum), or
      (b) subject to the provision for adjustment hereinafter set forth, 100
      times the aggregate per share amount of all cash dividends, and 100 times
      the aggregate per share amount (payable in kind) of all non-cash dividends
      or other distributions, other than a dividend payable in shares of Common
      Stock or a subdivision of the outstanding shares of Common stock (by
      reclassification or otherwise), declared on the Common Stock since the
      immediately preceding Quarterly Dividend

                                           2

<PAGE>

      Payment Date, or, with respect to the first Quarterly Dividend Payment
      Date, since the first issuance of any share or fraction of a share of
      Junior Preferred Stock. In the event the Corporation shall at any time
      declare or pay any dividend on Common Stock payable in shares Common
      Stock, or effect a subdivision or combination or consolidation of the
      outstanding shares of Common Stock (by reclassification or otherwise than
      by payment of a dividend in shares of Common Stock) into a greater or
      lesser number of shares of Common Stock, then in each such case the amount
      to which holders of shares of Junior Preferred Stock were entitled
      immediately prior to such event under clause (b) of the preceding sentence
      shall be adjusted by multiplying such amount by a fraction, the numerator
      of which is the number of shares of Common Stock outstanding immediately
      after such event and the denominator of which is the number of shares of
      Common Stock that were outstanding immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
      Junior Preferred Stock as provided in paragraph (A) of this Section
      immediately after it declares a dividend or distribution on the Common
      Stock (other than a dividend payable in shares of Common Stock); provided
      that, in the event no dividend or distribution shall have been declared on
      the Common Stock during the period between any Quarterly Dividend Payment
      Date and the next subsequent Quarterly Dividend Payment Date, a dividend
      of $2,50 per share ($10.00 per annum) on the Junior Preferred Stock shall
      nevertheless be payable on such subsequent Quarterly Dividend Payment
      Date.

            (C) Dividends shall begin to accrue and be cumulative on
      outstanding shares of Junior Preferred Stock from the Quarterly Dividend
      Payment Date next preceding the date of issue of such shares of Junior
      Preferred Stock, unless the date of issue of such shares is prior to the
      record date for the first Quarterly Dividend Payment Date, in which case
      dividends or such shares shall begin to accrue from the date of issue of
      such shares, or unless the date of issue is a Quarterly Dividend Payment
      Date or is a date after the record date for the determination of holders
      of shares of Junior Preferred Stock entitled to receive a quarterly
      dividend and before such Quarterly Dividend Payment Date, in either of
      which events such dividends shall begin to accrue and be cumulative from
      such Quarterly

                                       3

<PAGE>

      Dividend Payment Date. Accrued but unpaid dividends shall accumulate but
      shall not bear interest. Dividends paid on the shares of Junior Preferred
      Stock in an amount less than the total amount of such dividends at the
      time accrued and payable on such shares shall be allocated pro rate on a
      share-by-share basis among all such shares at the time outstanding. The
      Board of Directors may fix a record date for the determination holders of
      holders shares of Junior Preferred Stock entitled to receive payment of a
      dividend or distribution declared thereon, which record date shall be not
      more than 60 days prior to the date fixed for the payment thereof.

            Section 3. Voting Rights.

            The holders of shares of Junior Preferred Stock shall have the
following voting rights.

            (A)   Subject to the provisions for adjustment as hereinafter set
      forth, each share of Junior Preferred Stock shall entitle the holder
      thereof to 100 votes and each one one-hundredth of a share of Junior
      Preferred Stock shall entitle the holder thereof to one vote) on all
      matters submitted to a vote of the stockholders of the Corporation. In the
      event the Corporation shall at any time declare or pay any dividend on
      Common Stock payable in shares of Common Stock or effect a subdivision or
      combination or consolidation of the outstanding shares of Common Stock (by
      classification or otherwise than by payment of a dividend in shares of
      Common Stock) into a greater or lesser number of shares of Common Stock,
      then in each such case the number of votes per share to which holders of
      shares of Junior Preferred Stock were entitled immediately prior to such
      event shall be adjusted by multiplying such number by a fraction, the
      numerator of which is the number of shares of Common Stock outstanding
      immediately after such event and the denominator of which is the number of
      shares of Common Stock that were outstanding immediately prior to such
      event.

            (B)   Except as otherwise provided herein, in the Restated
      Certificate, in any other certificate of designation creating a series of
      preferred stock or any similar stock, or by law, the holders of shares of
      Junior Preferred Stock and the holders of shares of Common Stock and any
      other capital stock of the Corporation having general voting rights shall
      vote to-

                                       4
<PAGE>
      gether as one class on all matters submitted to a vote of stockholders of
      the Corporation.

            (C)   If at any time the Corporation shall not have declared and
      paid all accrued and unpaid dividends on the Junior Preferred Stock as
      provided in Section 2 hereof for four consecutive Quarterly Dividend
      Payment Dates, then, in addition to any voting rights provided for in
      paragraphs (A) and (B), the holders of the Junior Preferred Stock shall
      have the exclusive right, voting separately as class, to elect two
      directors on the Board of Directors of the Corporation (such directors,
      the "Preferred Directors"). The right of the holders of the Junior
      Preferred Stock to elect the Preferred Directors shall continue until all
      such accrued and unpaid dividends shall have been paid. At such time, the
      terms of any of the Preferred Directors shall terminate. At any time when
      the holders of the Junior Preferred Stock shall have thus become entitled
      to elect Preferred Directors, a special meeting of shareholders shall be
      called for the purpose of electing such Preferred Directors, to be held
      within 30 days after the right of the holders of the Junior Preferred
      Stock to elect such Preferred Directors shall arise, upon notice given in
      the manner provided by law or the by-laws of the Corporation for giving
      notice of a special meeting of shareholders (provided, however, that such
      a special meeting shall not be called if the annual meeting of
      shareholders is to convene within said 30 days). At any such special
      meeting or at any annual meeting at which the holders of the Junior
      Preferred Stock shall be entitled to elect Preferred Directors, the
      holders of a majority of the then outstanding Junior Preferred Stock
      present in person or by proxy shall be sufficient to constitute a quorum
      for the election of such directors. The persons elected by the holders of
      the Junior Preferred Stock at any meeting in accordance with the terms of
      the preceding sentence shall become directors on the date of such
      election.

            Section 4. Certain Restrictions.

            (A)   Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Junior Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                                       5

<PAGE>

            (i)   declare or pay dividends or, make any other distributions on
      any shares or stock ranking junior (either as to dividends or upon
      liquidation, dissolution or winding-up) to the Junior Preferred Stock;

            (ii)  declare or pay dividends, or make any other distributions, on
      any shares of stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding-up) with the Junior Preferred Stock
      except dividends paid ratably on the Junior Preferred Stock, and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the total amounts to which the holders of all such shares are then
      entitled;

            (iii) redeem or purchase or otherwise acquire for consideration
      shares of any stock ranking on a parity (either as to dividends or upon
      liquidation, dissolution or winding-up) with the Junior Preferred Stock,
      provided that the corporation may at any time redeem, purchase or
      otherwise acquire shares of any such parity stock in exchange for shares
      of any stock of the Corporation ranking junior (either as to dividends or
      upon dissolution, liquidation or winding-up) to the Junior Preferred
      Stock; or

            (iv)  purchase or otherwise acquire for consideration any shares of
      Junior Preferred Stock, or any shares of stock ranking on a parity (either
      as to dividends or upon liquidation, dissolution or winding-up) with the
      Junior Preferred Stock, except in accordance with a purchase offer made in
      writing or by publication (as determined by the Board of Directors) to all
      holders of such shares upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other relative
      rights and preferences of the respective series classes, shall determine
      in good faith will result in fair and equitable treatment among the
      respective series or classes.

            (B)   The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A)of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

                                       6

<PAGE>

            Section 5. Reacquired Shares.

            Any shares of Junior Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever, shall be retired and canceled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Series Preferred Stock,
without designation as to series, and may be reissued as part of a new series
of Series Preferred Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance set
forth herein, in the Restated Certificate, in any other certificate of
designation creating a series of preferred stock or any similar stock or as
otherwise, required by law.

            Section 6. Liquidation, Dissolution or winding-Up.

            Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, no distribution shall be made (A) to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding-up) to the Junior Preferred Stock unless prior thereto,
the holders of shares of Junior Preferred Stock shall have received the higher
of (i) $10.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
or (ii) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Stock; nor shall any distribution be made (B) to
the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up) with the Junior Preferred Stock,
except distributions made ratably on the Junior Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding-up. In
the event the Corporation shall at any time declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Junior Preferred
Stock are entitled immediately prior to such event under the provision in clause
(A) of the preceding sentence shall be

                                       7

<PAGE>

adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            Section 7. Consolidation, Merger, etc.

            In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, or otherwise changed, then in any such case each share of Junior
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Junior
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            Section 8. No Redemption.

            The shares of Junior Preferred Stock shall not be redeemable.

            Section 9. Rank.

            Unless otherwise provided in the Restated Certificate or a
certificate of designation relating to a subsequent series of preferred stock
of the Corporation, the Junior Preferred Stock shall rank junior to all other
series of the Corporation's preferred stock as to the payment of dividends and
the distribution of assets on liquidation,

                                       8

<PAGE>

dissolution or winding-up, and senior to the Common Stock of the Corporation.

            Section 10. Amendment.

            The Restated Certificate, as amended and restated, shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Junior Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least two-thirds of
the outstanding shares of Junior Preferred Stock, voting together as a single
series.

            Section 11. Fractional Shares.

            Junior Preferred Stock may be issued in fractions of a share (in one
one-hundredths (1/100) of a share and integral multiples thereof) which shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Junior Preferred Stock.

                                        9

<PAGE>

            IN WITNESS WHEREOF, this certificate of Designation is executed on
behalf of the Corporation by its Vice President and attested by its Secretary
this fifth day of June, 1996.
                                                 /s/ Steven M. Klosk
                                                 -------------------------------
                                                 Vice President - Administration
ATTEST:

/s/ Peter E. Thauer
------------------------
Vice President - Law and
Environment, General
Counsel and Secretary

                                       10

<PAGE>

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 02:00 PM 11/01/1999
                                                          991462983 - 2018808

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              CAMBREX CORPORATION

               Pursuant to Section 242 of the General Corporation
                          Law of the State of Delaware

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

            FIRST: That the Board of Directors of the Corporation, at a meeting
of its members, duly adopted a resolution setting forth the following proposed
amendment to the Certificate of Incorporation of the Corporation and declaring
such amendment to be advisable:

            1.    The Certificate of Incorporation of the Corporation is hereby
amended by the amendment of the first paragraph of ARTICLE FOURTH thereof to
read in its entirety as follows:

            FOURTH: The total number of shares of all classes of stock which the
      Corporation shall have the authority to issue is 66,263,835 shares,
      consisting of 400,000 shares of Class A 8.25% Cumulative Preferred Stock,
      par value $.10 per share (the "Class A Preferred"), 40,597 shares of
      Class B8.25% Cumulative Convertible Preferred Stock, par value $.10 per
      share (the "Class B Preferred"), 19,403 shares of Class C Convertible
      Preferred Stock,

<PAGE>

      par value $.10 per share (the "Class C Preferred"), 73,089 shares of Class
      D 8% Convertible Preferred Stock, par value $.10 per share (the "Class D
      Preferred"), 5,000,000 shares of Series Preferred Stock, par value $.10
      per share (the "Series Preferred Stock"), 730,746 shares of Nonvoting
      Common Stock, par value $.10 per share (the "Nonvoting Common"), and
      60,000,000 shares of Common Stock, par value $.10 per share (the "Voting
      Common"). The Class B Preferred and the Class C Preferred are referred to
      herein collectively as the "1981 Convertible Preferred Stock"; the 1981
      Convertible Preferred Stock and the Class A Preferred are referred to
      herein collectively as the "1981 Preferred Stock"; the 1981 Preferred
      Stock and the Class D Preferred are referred to herein collectively as the
      "Preferred Stock"; and the Voting Common and the Nonvoting Common are
      referred to herein collectively as the "Common Stock". A share of
      Preferred Stock will be referred to herein as a "Share". The Voting Common
      is also referred to herein as the "Class A Common" and the Non-voting
      Common is also referred to herein as the "Class B Common". Unless
      otherwise provided, other capitalized terms used in Section A of this
      Article FOURTH are defined in subdivision VI thereof, other capitalized
      terms used in Section C of this Article FOURTH are defined in subdivision
      VIII thereof and definitions set forth in any Section of this Article
      FOURTH apply only to capitalized terms used in such Section. All
      cross-references in each Section of this Article FOURTH refer to other
      parts, paragraphs and subdivisions in such Section unless otherwise
      indicated.

      SECOND: That at a special meeting and vote of the stockholders of the
Corporation called and held in accordance with Section 222 of the General
Corporation Law on April 28,1998, a majority of the outstanding stock entitled
to vote thereon has voted in favor of the foregoing amendment.

      THIRD: The Amendment to the Certificate of Incorporation of the
Corporation set forth in paragraph FIRST above was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law.

                                       2

<PAGE>

            IN WITNESS WHEREOF, I, the undersigned Steven M. Klosk, being the
Executive Vice President - Administration, for the purpose of amending the
Certificate of Incorporation of the Corporation pursuant to Section 242 of the
General Corporation Law of the State of Delaware, do make and file this
Certificate, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hand, this 30th day of October, 1999.

[Corporate Seal]

                                                     /s/ Steven M. Klosk
                                                     --------------------------
                                                     Executive Vice President -
                                                     Administration

 ATTEST:

/s/ Peter E. Thauer
-----------------------------
Senior Vice President-
General Counsel and Secretary

                                       3
<PAGE>

   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:01 PM 11/01/1999
   991462987 - 2018808

                            CERTIFICATE OF CORRECTION

                                       OF

                           CERTIFICATE OF DESIGNATION

                                       OF

                               CAMBREX CORPORATION

              Pursuant to Section 103(f) of the General Corporation
                          Law of the State of Delaware

      We, Steven M. Klosk, Executive Vice President - Administration, and Peter
E. Thauer, Esq. Vice President Law and Environment, General Counsel and
Secretary, of Cambrex Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

            1     That the heading of the Certificate of Designation of Series E
Junior Participating Cumulative Preferred Stock of the Corporation, filed June
12,1996 (the "Certificate of Designation), is hereby corrected by changing the
par value of such series of Preferred Stock designated therein to ten cents
($.10) per share and shall read in its entirety as follows:

            "CERTIFICATE OF DESIGNATION OF SERIES E JUNIOR PARTICIPATING
      CUMULATIVE PREFERRED STOCK Par Value $.10 Per Share".

            2.    That the first paragraph of the Certificate of Designation is
hereby corrected to conform with the correction described in paragraph 1 above
and shall read in its entirety as follows:

      "That pursuant to the authority conferred upon the Board of Directors by
      the Restated Certificate of Incorporation of the Corporation, as amended,
      the said Board of Directors on May 23, 1996, by the affirmative vote of at
      least a majority of the members of the Board of Directors, adopted the
      following resolution creating

<PAGE>

      a series of one hundred thousand (100,000) shares of Series E Junior
      Participating Cumulative Preferred Stock, par value $.10 per share:".

            3.    That Section 1 of the Certificate of Designation is hereby
corrected to conform with the correction described in paragraph 1 above to read
in its entirety as follows:

            "Section 1. Designation and Amount.

            The shares of such series shall be designated as Series E Junior
Participating Cumulative Preferred Stock, par value $.10 per share (the "Junior
Preferred Stock") and the number of shares constituting such series shall be one
hundred thousand (100,000). Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Junior Preferred Stock to a number less than the number
of shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Junior Preferred Stock."

                                       2

<PAGE>

      IN WITNESS WHEREOF, this Certificate of Correction is executed on behalf
of the Corporation by its Executive Vice President and attested by its Secretary
this 30th day of October, 1999.

                                       /s/ Steven M. Klosk
                                       -----------------------------------------
                                       Executive Vice President - Administration

ATTEST:

/s/ Peter E. Thauer
----------------------
Vice President-Law and
Environment, General
Counsel and Secretary

                                       3

<PAGE>

                                                         STATE OF DELAWARE
                                                  SECRETARY OF STATE [ILLEGIBLE]
                                                     DIVISION OF CORPORATIONS
                                                     FILED 02:02 PM 11/01/1999
                                                        991462994 - 2018808

                  CERTIFICATE OF DESIGNATION OF SERIES E JUNIOR
                    PARTICIPATING CUMULATIVE PREFERRED STOCK
                            Par Value $.10 Per Share

                                       of

                               CAMBREX CORPORATION

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

      We, Steven M. Klosk, Executive Vice President - Administration, and Peter
E. Thauer, Esq., Vice President - Law and Environment, General Counsel and
Secretary, of Cambrex Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

      That pursuant to the authority conferred upon the Board of Directors by
the Restated Certificate of Incorporation of the Corporation, as amended, the
said Board of Directors, by the affirmative vote of at least a majority of the
members of the Board of Directors, increased the number of designated shares of
Series E Junior Participating Cumulative Preferred Stock, par value $.10 per
share, to three hundred thousand (300,000)

<PAGE>


      IN WITNESS WHEREOF, this Certificate of [ILLEGIBLE] is executed on behalf
of the Corporation by its Vice President and attested by its Secretary this 30th
day of October, 1999.

                                                       /s/ Steven M. Klosk
                                                       -----------------------
                                                       Executive Vice President-
                                                       Administration

ATTEST:

/s/ Peter E. Thauer
------------------------
Vice President - Law and
Environment, General
Counsel and Secretary

                                       2