ZIMMERMAN SIGN COMPANY

               AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF
                            PREFERRED STOCK, SERIES A

                  This Amended and Restated Certificate of Designation of
Preferred Stock, Series A, amends and restates the Certificate of Designation of
Preferred Stock, Series A, adopted by the Board of Directors of Zimmerman Sign
Company, a Texas corporation (the "Corporation"), on September 29, 1998. All
capitalized terms used herein and not defined shall have the meanings ascribed
to them in the Corporation's Amended and Restated Articles of Incorporation.

                  1. Designation and Number. The shares of such class shall be
designated "Preferred Stock, Series A" (the "Series A Preferred Stock"). The
number of shares initially constituting the Series A Preferred Stock shall be
52,500 which number may be decreased (but not increased) by the Board of
Directors without a vote of stockholders; provided that such number may not be
decreased below the number of then outstanding shares of Series A Preferred
Stock.

                  2.       Dividends.

                  (a) General Obligation. When and as declared by the
Corporation's Board of Directors and to the extent permitted under the Texas
Business Corporation Act and other applicable law, the Corporation shall pay
preferential dividends in cash to the holders of the Series A Preferred Stock as
provided in this Section 2. Dividends on each share of the Series A Preferred
Stock (a "Series A Preferred Share") shall accrue on a daily basis at the
Dividend Rate of the sum of $100.00 (the "Liquidation Value") plus all
accumulated and unpaid dividends thereon from and including the date of issuance
of such Series A Preferred Share to and including the first to occur of (i) the
date on which the Liquidation Value of such Series A Preferred Share (plus all
accrued and unpaid dividends thereon) is paid to the holder thereof in
connection with the liquidation of the Corporation or the redemption of such
Series A Preferred Share by the Corporation or (ii) the date on which such share
is otherwise acquired by the Corporation. Such dividends shall 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 payment of dividends
(other than dividends on capital stock of the Corporation paid with shares of
stock of the same class), and such dividends shall be cumulative such that all
accrued and unpaid dividends shall be fully paid or declared with funds
irrevocably set apart for payment before any dividends, distributions,
redemptions or other payments may be made with respect to the Common Stock, the
Series B Preferred Stock, the Series C Preferred or any capital stock or other
equity securities of the Corporation (collectively, the "Junior Securities").
The date on which the Corporation initially issues any Series A Preferred Share
shall be deemed to be its "date of issuance" regardless of the number of times
transfer of such Series A Preferred Share is



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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 Series A
Preferred Share.

                  For purposes hereof, "Dividend Rate" shall mean 11.0% per
annum, provided that if the Corporation's Cash Flow Leverage Ratio for two
consecutive Measurement Periods is less than or equal to 3.0 to 1.0 and as of
the end of the second such Measurement Period the Corporation has paid all
accrued dividends on the Series A Preferred Stock in full in cash, then
thereafter, the Dividend Rate shall be 8.0% per annum.

                  The terms "Cash Flow Leverage Ratio" and "Measurement Period"
shall have the respective meanings set forth in the Purchase Agreement (as
defined herein).

                  (b) Dividend Reference Dates. To the extent not paid on March
15, June 15, September 15, and December 15 of each year, beginning December 31,
1998 (the "Dividend Reference Dates"), all dividends which have accrued on each
Series A Preferred Share outstanding during the three-month period (or other
period in the case of the initial Dividend Reference Date) ending upon each such
Dividend Reference Date shall be accumulated and shall remain accumulated
dividends with respect to such Series A Preferred Share until paid to the holder
thereof.

                  (c) Distribution of Partial Dividend Payments. Except as
otherwise provided herein, if at any time the Corporation pays less than the
total amount of dividends then accrued with respect to the Series A Preferred
Stock, such payment shall be distributed pro rata among the holders thereof
based upon the aggregate accrued but unpaid dividends on the Series A Preferred
Shares held by each such holder.

                  3. Liquidation. Upon any liquidation, dissolution or winding
up of the Corporation (whether voluntary or involuntary), each holder of Series
A Preferred Stock shall be entitled to be paid, before any distribution or
payment is made upon any Junior Securities, an amount in cash equal to the
aggregate Liquidation Value of all Series A Preferred Shares held by such holder
(plus all accrued and unpaid dividends thereon), and the holders of Series A
Preferred Stock shall not be entitled to any further payment. If upon any such
liquidation, dissolution or winding up of the Corporation the Corporation's
assets to be distributed among the holders of the Series A Preferred Stock are
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid under this Section 3, then the entire assets
available to be distributed to the Corporation's stockholders shall be
distributed pro rata among such holders based upon the aggregate Liquidation
Value (plus all accrued and unpaid dividends) of the Series A Preferred Stock
held by each such holder. Prior to the liquidation, dissolution or winding up of
the Corporation, the Corporation shall declare for payment all accrued and
unpaid dividends with respect to the Series A Preferred Stock, but only to the
extent of funds of the Corporation legally available for the payment of
dividends. Not more than 60 nor less than 30 days prior to the payment date
stated therein, the Corporation shall mail written notice of any such
liquidation, dissolution or winding up



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to each record holder of Series A Preferred Stock, setting forth in reasonable
detail the amount of proceeds to be paid with respect to each share of capital
stock of the Corporation, including each Series A Preferred Share, each share of
Series B Preferred Stock, each share of Series C Preferred Stock and each share
of Common Stock in connection with such liquidation, dissolution or winding up.

                  4. Priority on Dividends and Redemptions. So long as any
Series A Preferred Stock remains outstanding, without the prior written consent
of the holders of a majority of the outstanding shares of Series A Preferred
Stock, the Corporation shall not, nor shall it permit any Subsidiary to, redeem,
purchase or otherwise acquire directly or indirectly any Junior Securities, nor
shall the Corporation directly or indirectly pay or declare any dividend or make
any distribution upon any Junior Securities, other than (i) repurchases of
Common Stock from any employee of the Corporation provided that (A) no Default
or Event of Default (as defined in the Senior Subordinated Note, Preferred Stock
and Warrant Purchase Agreement, dated as of September 30, 1998, by and among the
Corporation, and certain investors (as amended, the "Purchase Agreement")) is in
existence immediately prior to or immediately after such repurchase or payment,
(B) the purchase price paid in such repurchase or the amount of such payment
does not exceed the fair market value of the stock repurchased or is in an
amount calculated pursuant to the terms of a repurchase or employment agreement
between the Corporation and such employee entered into in connection with the
commencement of such employee's employment, (C) such purchase occurs after
September 30, 1999 and (D) the aggregate amount paid or payable in any fiscal
year in respect of all such purchases from employees does not exceed $250,000,
(ii) dividends paid in accordance with the terms of the Series B Preferred and
the terms of the Series C Preferred; provided that no Default or Event of
Default (as defined in the Purchase Agreement) or an Event of Noncompliance is
in existence immediately prior to or immediately after such dividend and (iii)
dividends on capital stock of the Corporation paid with shares of stock of the
same class.

                  5.       Redemptions.  To the extent permitted under the Texas
Business Corporation Act and other applicable law:

                  (a) Scheduled Redemption. On the earlier of (i) September 30,
2006 and (ii) 90 days following the payment in full of the obligations under the
Notes (the "Scheduled Redemption Date"), the Corporation shall redeem all
outstanding shares of Series A Preferred Stock at a price per Series A Preferred
Share equal to the Liquidation Value thereof (plus accrued and unpaid dividends
thereon).

                  (b) Optional Redemptions. The Corporation may at any time and
from time to time redeem all or any portion of the shares of Series A Preferred
Stock then outstanding. Upon any such redemption, the Corporation shall pay a
price per Series A Preferred Share equal to the Liquidation Value thereof (plus
all accrued and unpaid dividends thereon), plus an amount equal to the
Redemption Premium Amount calculated with respect thereto (if any).



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                  The term "Redemption Premium Amount" means:

                  (i) with respect to any redemption of shares of Series A
Preferred made on or prior to the first anniversary of the Closing Date (as
defined in the Purchase Agreement), 5.0% multiplied by the aggregate Liquidation
Value of the Series A Preferred Shares so redeemed;

                  (ii) with respect to any redemption of shares of Series A
Preferred made after the first anniversary of the Closing Date and on or prior
to the second anniversary of the Closing Date; 4.0% multiplied by the aggregate
Liquidation Value of the Series A Preferred Shares so redeemed;

                  (iii) with respect to any redemption of shares of Series A
Preferred made after the second first anniversary of the Closing Date and on or
prior to the third anniversary of the Closing Date; 3.0% multiplied by the
aggregate Liquidation Value of the Series A Preferred Shares so redeemed;

                  (iv) with respect to any redemption of shares of Series A
Preferred made after the third anniversary of the Closing Date and on or prior
to the fourth anniversary of the Closing Date; 2.0% multiplied by the aggregate
Liquidation Value of the Series A Preferred Shares so redeemed;

                  (v) with respect to any redemption of shares of Series A
Preferred made after the fourth first anniversary of the Closing Date and on or
prior to the fifth anniversary of the Closing Date; 1.0% multiplied by the
aggregate Liquidation Value of the Series A Preferred Shares so redeemed; and

                  (vi)     with respect to any redemption of the Series A
Preferred Shares made after the fifth anniversary of the Closing Date; zero;

notwithstanding the foregoing, if, and to the extent, any such redemption is
funded with net proceeds from a Public Offering (after deduction of all
discounts, underwriters' commissions and other reasonable expenses), the
Redemption Premium Amount payable in connection therewith shall be 50% of the
amount otherwise calculated pursuant to clauses (i) through (vi) above.

                  (c)      Mandatory Redemptions.

                  (i) Redemption After Public Offering. At any time after the
fifth anniversary of the Closing Date (as defined in the Purchase Agreement),
the Corporation shall apply the net cash proceeds from any Public Offering
remaining after deduction of all discounts, underwriters' commis sions and other
reasonable expenses to redeem shares of Series A Preferred Stock at a price per
Series A Preferred Share equal to the Liquidation Value thereof (plus all
accrued and unpaid dividends thereon). Such redemption shall take place on a
date fixed by the Corporation, which date shall be not more than five days after
the Corporation's receipt of such proceeds.



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                  The term "Public Offering" means any offering by the
Corporation of any securities to the public pursuant to an effective
registration statement under the Securities Act of 1933, as then in effect, or
any comparable statement under any similar federal statute then in force.

                  (ii) Redemption upon Change in Ownership. If a Change in
Ownership has occurred or the Corporation obtains knowledge that a Change in
Ownership is proposed to occur, the Corporation shall give prompt written notice
of such Change in Ownership describing in reasonable detail the material terms
and date of consummation thereof to each holder of Series A Preferred Stock, but
in any event such notice shall not be given later than five days after the
occurrence of such Change in Ownership, and the Corporation shall give each
holder of Series A Preferred Stock prompt written notice of any material change
in the terms or timing of such transaction. The holder or holders of a majority
of the Series A Preferred Stock then outstanding may require the Corporation to
redeem all or any portion of the Series A Preferred Stock owned by such holders
at a price per Series A Preferred Share equal to the Liquidation Value thereof
(plus all accrued and unpaid dividends thereon), plus an amount equal to the
Redemption Premium Amount calculated with respect thereto (if any), by giving
written notice to the Corporation of such election prior to the later of (a) 21
days after receipt of the Corporation's notice and (b) five days prior to the
consummation of the Change in Ownership (the "Expiration Date"). The Corporation
shall give prompt written notice of any such election to all other holders of
Series A Preferred Stock within five days after the receipt thereof, and each
such holder shall have until the later of (a) the Expiration Date or (b) ten
days after receipt of such second notice to request redemption hereunder (by
giving written notice to the Corporation) of all or any portion of the Series A
Preferred Stock owned by such holder.

                  Upon receipt of such election(s), the Corporation shall be
obligated to redeem the aggregate number of Series A Preferred Shares specified
therein on the later of (a) the occurrence of the Change in Ownership or (b)
five days after the Corporation's receipt of such election(s). If any proposed
Change in Ownership does not occur, all requests for redemption in connection
therewith shall be automatically rescinded. Any holder of Series A Preferred
Stock may rescind such holder's request for redemption by delivering written
notice thereof to the Corporation prior to the consummation of the transaction.

                  The term "Change in Ownership" means an event which results in
any Management Purchaser (as defined in the Purchase Agreement) ceasing to hold,
beneficially and of record, at least 85% of the issued and issuable capital
stock of the Corporation that such Management Purchaser holds at Closing (as
adjusted for any subsequent stock splits, stock dividends, combinations of
shares or similar recapitalizations), other than Tom Boner in respect of sales
of capital stock to David Anderson.

                  (iii)    Redemption upon Fundamental Change.  If a Fundamental
Change isproposed to occur, the Corporation shall give written notice of such
Fundamental Change describing



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in reasonable detail the material terms and date of consummation thereof to each
holder of Series A Preferred Stock not more than 45 days nor less than 20 days
prior to the consummation of such Fundamental Change, and the Corporation shall
give each holder of Series A Preferred Stock prompt written notice of any
material change in the terms or timing of such transaction. The holder or
holders of a majority of the Series A Preferred Shares then outstanding, may
require the Corporation to redeem all or any portion of the Series A Preferred
Stock owned by such holders at a price per Series A Preferred Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon), plus
an amount equal to the Redemption Premium Amount calculated with respect thereto
(if any), by giving written notice to the Corporation of such election prior to
the later of (a) ten days prior to the consummation of the Fundamental Change or
(b) ten days after receipt of notice from the Corporation. The Corporation shall
give prompt written notice of such election to all other holders of Series A
Preferred Stock (but in any event within five days prior to the consummation of
the Fundamental Change), and each such holder shall have until five business
days after the receipt of such notice to request redemption (by written notice
given to the Corporation) of all or any portion of the Series A Preferred Stock
owned by such holder.

                  Upon receipt of such election(s), the Corporation shall be
obligated to redeem the aggregate number of Series A Preferred Shares specified
therein upon the consummation of such Fundamental Change. If any proposed
Fundamental Change does not occur, all requests for redemption in connection
therewith shall be automatically rescinded, or if there has been a material
change in the terms or the timing of the transaction, any holder of Series A
Preferred Stock may rescind such holder's request for redemption by delivering
written notice thereof to the Corporation prior to the consummation of the
transaction.

                  The term "Fundamental Change" means (a) any sale or transfer
of more than 50% of the assets of the Corporation and its Subsidiaries on a
consolidated basis (measured either by book value in accordance with generally
accepted accounting principles consistently applied or by fair market value
determined in the reasonable good faith judgment of the Corporation's Board of
Directors) in any transaction or series of transactions (other than sales in the
ordinary course of business) and (b) any merger or consolidation to which the
Corporation is a party, except for a merger in which the Corporation is the
surviving corporation or the holders of the Corporation's voting common stock
immediately prior to such merger or consolidation shall represent at least 80%
of the combined voting power of the voting securities after such merger or
consolidation, the terms of the Series A Preferred Stock are not changed in any
material respect or are assumed and the Series A Preferred Stock is not
exchanged for cash, securities or other property, and after giving effect to
such merger, the holders of the Corporation's outstanding capital stock
possessing a majority of the voting power (under ordinary circumstances) to
elect a majority of the Corporation's Board of Directors immediately prior to
the merger shall continue to own the Corporation's outstanding capital stock
possessing the voting power (under ordinary circumstances) to elect a majority
of the Corpora tion's Board of Directors.




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                  (d) Redemption Payments. For each Series A Preferred Share
which is to be redeemed hereunder, the Corporation shall 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 Series A
Preferred Share) an amount in immediately available funds equal to the
Liquidation Value of such Series A Preferred Share (plus all accrued and unpaid
dividends thereon), plus, the Redemption Premium Amount calculated with respect
thereto (if any). If the funds of the Corporation legally available for
redemption of Series A Preferred Shares on any Redemption Date are insufficient
to redeem the total number of Series A Preferred Shares to be redeemed on such
date, those funds which are legally available shall be used to redeem the
maximum possible number of Series A Preferred Shares pro rata among the holders
of the Series A Preferred Shares to be redeemed based upon the aggregate
Liquidation Value of such Series A Preferred Shares held by each such holder
(plus all accrued and unpaid dividends thereon). The Series A Preferred Shares
not redeemed shall remain outstanding and entitled to all of the rights and
preferences hereunder. At any time thereafter when additional funds of the
Corporation are legally available for the redemption of Series A Preferred
Shares, such funds shall immediately be used to redeem the balance of the Series
A Preferred Shares which the Corporation has become obligated to redeem on any
Redemption Date but which it has not redeemed.

                  The term "Redemption Date," as to any Series A Preferred
Share, means the Scheduled Redemption Date or the date specified in the notice
of any redemption at the Corporation's option or at the holder's option or the
applicable date specified herein in the case of any other redemption.

                  (e) Notice of Redemption. Except as otherwise provided herein,
the Corporation shall mail written notice of each redemption of any Series A
Preferred Stock to each record holder thereof not more than 60 nor less than 30
days prior to the date on which such redemption is to be made. In case fewer
than the total number of Series A Preferred Shares represented by any
certificate are redeemed, a new certificate representing the number of
unredeemed Series A Preferred Shares shall be issued to the holder thereof
without cost to such holder within five business days after surrender of the
certificate representing the redeemed Series A Preferred Shares.

                  (f) Determination of the Number of Each Holder's Series A
Preferred Shares to be Redeemed. The number of Series A Preferred Shares to be
redeemed from each holder thereof in redemptions hereunder shall be the number
of Series A Preferred Shares determined by multiplying the total number of
Series A Preferred Shares to be redeemed times a fraction, the numerator of
which shall be the total number of Series A Preferred Shares then held by such
holder and the denominator of which shall be the total number of Series A
Preferred Shares then outstanding.

                  (g)      Dividends After Redemption Date.  No Series A
Preferred Share shall be entitled to any dividends accruing after the Redemption
Date of such Series A Preferred Share if the



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Liquidation Value (plus all accrued and unpaid dividends thereon) is paid to the
holder of such Series A Preferred Share on the Redemption Date. On such date,
all rights of the holder of such Series A Preferred Share shall cease, and such
Series A Preferred Share shall no longer be deemed to be issued and outstanding.

                  (h) Redeemed or Otherwise Acquired Series A Preferred Shares.
Any Series A Preferred Shares which are redeemed or otherwise acquired by the
Corporation shall be canceled and retired to authorized but unissued shares and
shall not be reissued, sold or transferred.

                  (i)      Other Redemptions or Acquisitions.  The Corporation
shall not, nor shall it permit any Subsidiary to, redeem or otherwise acquire
any shares of Series A Preferred Stock, except as expressly authorized herein.

                  6. Voting Rights. Subject to the following sentence, except as
otherwise provided herein, in the Purchase Agreement or otherwise required by
applicable law, the holders of Series A Preferred Stock shall have no voting
rights; provided that each holder of Series A Preferred Stock shall be entitled
to notice of all stockholders meetings at the same time and in the same manner
as notice is given to all stockholders entitled to vote at such meetings. The
foregoing notwithstanding, the holders of the Series A Preferred shall be
entitled to designate three directors (each, a "Series A Director") to serve on
the board of directors of the Corporation at all times, such directors to be
elected by holders of a majority of the Series A Preferred. Each Series A
Director shall be entitled to cast two votes with respect to any matter
submitted to a vote of the Corporation's board of directors, including any
matter at any annual or other special meeting of directors, and to the extent
and in the manner permitted by applicable law, pursuant to a written consent in
lieu of a meeting of the board of directors.

                  7.       Events of Noncompliance.

                  (a)      Definition.  An Event of Noncompliance shall 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 Series A Preferred Stock,
whether or not such payment is legally permissible or is prohibited by any
agreement to which the Corporation is subject; provided that,(A) the Corporation
may defer the payment of all of the dividends that accrue prior to July 1, 2002
at a time during which the Dividend Rate is 11.0% (and such deferred dividends
shall accumulate as provided herein), and (B) the Corporation may defer the
payment of up to 27.3% of the dividends that accrue after July 1, 2002 at a time
during which the Dividend Rate is 11.0% (and such deferred dividends shall
accumulate as provided herein);




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                  (ii) the Corporation fails to make any redemption payment with
respect to the Series A Preferred Stock when it is obligated to make such
payment hereunder, whether or not such payment is legally permissible or is
prohibited by any agreement to which the Corporation is subject;

                  (iii)    upon the occurrence and continuation of a Default or
Event of Default as defined in the Purchase Agreement;

                  (iv) any representation or warranty contained in the Purchase
Agreement or required to be furnished to any holder of Series A Preferred Stock
pursuant to the Purchase Agreement, or any information contained in writing
required to be furnished by the Corporation or any Subsidiary to any holder of
Series A Preferred Stock, is false or misleading in any material respect on the
date made or furnished; or

                  (v) 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; or any
order for relief with respect to the Corporation or any Subsidiary is entered
under the Federal 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, 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.

                  (b)      Consequences of Certain Events of Noncompliance.

                  (i) If an Event of Noncompliance has occurred and is
continuing, the Dividend Rate per annum on the Series A Preferred Stock shall
increase immediately by an increment of 2.0 percentage points, e.g., if the
dividend rate is 11.0%, it will increase from 11.0% to 13.0% per annum. If such
Event of Noncompliance remains uncured for a period of 180 days, the dividend
rate per annum on the Series A Preferred Stock shall increase by an increment of
an additional 2.0 percentage points at the end of such 180 day period, e.g. from
13.0% to 15.0%. Any increase of the dividend rate resulting from the operation
of this paragraph shall terminate as of the close of business on the date on
which no Event of Noncompliance exists, subject to subsequent increases pursuant
to this paragraph.


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                  (ii) If an Event of Noncompliance has occurred and is
continuing, the holder or holders of a majority of the Series A Preferred Stock
then outstanding may demand (by written notice delivered to the Corporation)
immediate redemption of all or any portion of the Series A Preferred Stock owned
by such holder or holders at a price per Series A Preferred Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The
Corporation shall give prompt written notice of such election to the other
holders of Series A Preferred Stock (but in any event within five days after
receipt of the initial demand for redemption), and each such other holder may
demand immediate redemption of all or any portion of such holder's Series A
Preferred Stock by giving written notice thereof to the Corporation within seven
days after receipt of the Corporation's notice. The Corporation shall redeem all
Series A Preferred Stock as to which rights under this paragraph have been
exercised within 15 days after receipt of the initial demand for redemption.

                  (iii) If any Event of Noncompliance exists, each holder of
Series A Preferred Stock shall also have any other rights which such holder is
entitled to under any contract or agreement at any time and any other rights
which such holder may have pursuant to applicable law.

                  8. Registration of Transfer. The Corporation shall keep at its
principal office a register for the registration of Series A Preferred Stock.
Upon the surrender of any certificate representing Series A Preferred Stock at
such place, the Corporation shall, 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 Series A Preferred Shares represented by the surrendered
certificate. Each such new certificate shall be registered in such name and
shall represent such number of Series A Preferred Shares as is requested by the
holder of the surrendered certificate and shall be substantially identical in
form to the surrendered certificate, and dividends shall accrue on the Series A
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such Series A Preferred Stock represented by
the surrendered certificate.

                  9. Replacement. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing shares of Series A Preferred 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 or other institutional investor or a Purchaser as defined in the
Purchase Agreement, its own agreement shall be satisfactory), or, in the case of
any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of Series A Preferred 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, and
dividends shall accrue on the Series A Preferred Stock represented by such new
certificate from the date to which dividends have been fully paid on such lost,
stolen, destroyed or mutilated certificate.



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<PAGE>

                  10. Amendment and Waiver. No amendment, modification or waiver
shall be binding or effective with respect to any provision hereof, without the
prior written consent of the holders of a majority of the Series A Preferred
Stock outstanding at the time such action is taken.

                  11. Notices. Except as otherwise expressly provided hereunder,
all notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                               * * * * * * * * * *



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