CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ABC DISPENSING TECHNOLOGIES, INC.


TO:   THE SECRETARY OF STATE
      STATE OF FLORIDA


      Pursuant  to the  provision  of  Section  607.047 of the  Florida  General
      Corporation  Act,  the  undersigned  corporation  executes  the  following
      Certificate of Amendment to its Certificate of Incorporation.

            1.    The name of the  corporation is ABC  Dispensing  Technologies,
                  Inc. (the "Corporation").

            2.    The  following  resolution,  establishing  and  designating  a
                  series of shares  and  fixing  and  determining  the  relative
                  rights and  preferences  thereof was duly adopted by the Board
                  of  Directors of the  Corporation  on or about the 30th day of
                  January,  1997,  pursuant  to  authority  vested  in it by the
                  Certificate of Incorporation:

                  RESOLVED,  pursuant to the authority  expressly  vested in the
                  Board of Directors of the  Corporation  by the  Certificate of
                  Incorporation, the Board of Directors does hereby classify 480
                  shares  of  preferred  stock  of the  Corporation  as a  class
                  designated  9%  Convertible  Cumulative  Redeemable  Preferred
                  Stock, Series A; and it is further

                  RESOLVED, that a description of such 9% Convertible Cumulative
                  Redeemable   Preferred   Stock,   Series  A,   including   the
                  preferences  and other rights,  voting  powers,  restrictions,
                  limitations  as to  dividends,  qualifications,  and terms and
                  conditions  for  redemption,  all  as  set  by  the  Board  of
                  Directors  of the  Corporation,  is set forth in the  attached
                  Certificate  of  Designation  Establishing  the 9% Convertible
                  Cumulative Redeemable Preferred Stock, Series A and Fixing the
                  Powers, Designations, Preferences and Relative, Participating,
                  Optional and Other  Special  Rights,  and the  Qualifications,
                  Limitations and Restrictions of the 9% Convertible  Cumulative
                  Redeemable Preferred Stock, Series A.

            3.    The  resolutions  were  adopted by the Board of  Directors  by
                  Unanimous Consent on or about January 30, 1997.


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<PAGE>


            4.    The Certificate of Incorporation of the corporation is amended
                  so that the designation and number of shares of each class and
                  series acted upon in the resolution,  and the relative rights,
                  preferences  and limitations of each such class and series are
                  as stated in the resolution.


ABC DISPENSING TECHNOLOGIES, INC.



By: /s/ Charles M. Stimac, Jr.
    -----------------------------------  
      Charles M. Stimac, Jr., President






































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<PAGE>


                       ABC DISPENSING TECHNOLOGIES, INC.


      Certificate   of   Designation   Establishing   the  9%  Convertible
      Cumulative  Redeemable  Preferred  Stock,  Series A and  Fixing  the
      Powers,  Designations,   Preferences  and  Relative,  Participating,
      Optional  and  Other  Special   Rights,   and  the   Qualifications,
      Limitations  and  Restrictions  of  the  9%  Convertible  Cumulative
      Redeemable Preferred Stock, Series A


      There  is  hereby   established  a  new  series  of  the  preferred  stock
("Preferred Stock") of ABC Dispensing Technologies,  Inc., a Florida corporation
("Corporation"),  to which the following powers,  designations,  preferences and
relative,   participating,   optional  and  other   special   rights,   and  the
qualifications, limitations or restrictions, of the shares of such new series of
preferred stock shall apply:

1.          DESIGNATION AND RANK.

      The  series  (this  "Series")  of  shares  of  Preferred  Stock  shall  be
designated as "9% Convertible  Cumulative  Redeemable Preferred Stock, Series A"
(the  "Series A Preferred  Stock"),  and each share of Series A Preferred  Stock
shall  have a  liquidation  value of  $12,500  per  share.  Shares  of  Series A
Preferred Stock shall have a liquidation  preference of $12,500 per share,  plus
an  amount  per  share  equal to any  dividends  declared  but  unpaid,  without
interest.

      The Series A  Preferred  Stock  shall  rank  prior to common  stock of all
classes  (collectively,  "Common  Stock")  of the  Corporation  and to all other
classes and series of equity  securities  of the  Corporation  now or  hereafter
authorized,  issued or outstanding  (the Common Stock and such other classes and
series of equity  securities of the  Corporation  are  collectively  referred to
herein  as the  "Junior  Stock"),  other  than any  class or  series  of  equity
securities of the Corporation  expressly  designated as ranking on a parity with
(the "Parity  Stock") or senior to (the  "Senior  Stock") the Series A Preferred
Stock  as  to  dividend  rights  and  rights  upon  liquidation,  winding  up or
dissolution of the Corporation.  The Series A Preferred Stock shall be junior to
the creditors of the Corporation.  The Series A Preferred Stock shall be subject
to the creation of Senior Stock, Parity Stock and Junior Stock to the extent not
expressly prohibited by the charter of the Corporation.

      The  number  of shares of Series A  Preferred  Stock may be  increased  or
decreased from time to time by a vote of not less than a majority of the members
of the Board then in office,  provided that no decrease  shall reduce the number
of shares of Series A Preferred Stock to a number less than the number of shares
then  outstanding  plus the  number of shares  reserved  for  issuance  upon the
exercise of any  outstanding  options,  rights or warrants,  if any, to purchase
shares of Series A Preferred  Stock,  or upon the conversion of any  outstanding
securities  issued  by the  Corporation  convertible  into  shares  of  Series A
Preferred Stock.


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<PAGE>



2.    DIVIDENDS.

      (a) PAYMENT OF  DIVIDENDS.  Holders of shares of Series A Preferred  Stock
shall  be  entitled  to  receive,  if,  when  and as  declared  by the  Board of
Directors,  out of funds legally available therefor,  cumulative cash (except as
provided  below)  dividends  at an annual rate of 9% of the $12,500  liquidation
preference  per  share  ($562.50  per  share  bi-annually),  and no  more.  Such
cumulative dividends shall be payable, if declared,  bi-annually on August 1 and
February  1, in each  year,  or if such day is not a business  day,  on the next
business day (each such date, a "Dividend  Payment  Date").  If the  Corporation
elects,  the Corporation may make dividend payments in shares of Common Stock of
the  Corporation  valued at 90% of the then  current  market price of the Common
Stock  ("Dividend  Stock");  provided,  however,  no fractional  shares or scrip
representing  any fractional  shares shall be issued.  Instead of any fractional
shares of Dividend Stock which would otherwise be issuable, upon election of the
Corporation  to  make  dividend  payments  in the  form  of  Common  Stock,  the
Corporation  shall pay a cash adjustment in respect of such fractional  share of
Common Stock in an amount equal to the same  fraction of 90% of the then current
market price of a share of Common Stock. For these purposes, the "current market
price"  shall mean the  average  of the daily  closing  prices  for thirty  (30)
consecutive business days prior to such dividend payment date. The closing price
for each day  shall be the last  sale  price  regular  way,  or, in case no such
report of sale takes place on such day, the average of the last reported bid and
asked  prices  regular  way in either case on a  principal  national  securities
exchange on which the Common  Stock is admitted to trading or listed,  or if not
listed or  admitted  to listing on such  exchange,  the  average of the  highest
reported  bid and lowest  reported  ask price as reported by NASDAQ,  or similar
organization  if NASDAQ is no longer  reporting such  information,  or if not so
available,  the fair market price as determined  by the Board of Directors.  The
first Dividend  Payment Date shall be February 1, 1997.  Each declared  dividend
shall be payable to  holders of record of the Series A  Preferred  Stock as they
appear on the stock  books of the  Corporation  at the close of business on such
record  dates,  not more than  forty-five  (45) calendar days nor fewer than ten
(10) calendar days preceding the Dividend  Payment Date therefor,  as determined
by the  Board of  Directors  (each  such  date,  a "Record  Date").  Semi-annual
dividend periods (each a "Dividend Period") shall commence on a Dividend Payment
Date  and  shall  end on and  include  the day  immediately  preceding  the next
Dividend Payment Date;  provided,  however,  that the first Dividend Period (the
"Initial Dividend Period") shall commence, with respect to each holder of Series
A  Preferred  Stock,  on  the  date  the  Corporation   accepted  such  holder's
subscription  for the  Series A  Preferred  Stock and  shall end on and  include
January 31, 1997.

      The amount of  dividends  payable on each share of the Series A  Preferred
Stock for each full Dividend Period during which such share is outstanding shall
be $562.50.  The amount of dividends payable for the Initial Dividend Period and
for any  Dividend  Period  which,  as to a share  of  Series A  Preferred  Stock
(determined  by reference to the issuance date and the  redemption or retirement
date thereof),  is other than one full Dividend  Period shall be computed on the
basis of a 360-day  year  composed of twelve (12) thirty (30) day months and the
actual  number of days elapsed in the Initial  Dividend  Period or such Dividend
Period.


                                        2


<PAGE>



      Holders of the  Series A  Preferred  Stock  shall not be  entitled  to any
interest,  or any sum of money in lieu of  interest,  in respect of any dividend
payment or payments on the Series A Preferred  Stock (whether or not declared by
the Board of Directors)  which may be unpaid.  Any dividend  payment made on any
share of Series A Preferred  Stock shall first be credited  against the earliest
unpaid accrued dividend with respect to such share of Series A Preferred Stock.

      (b) DIVIDENDS CUMULATIVE. The right of holders of Series A Preferred Stock
to receive  dividends  shall commence to accrue and shall be cumulative from and
including the date of its original  issuance (or in the case of shares of Series
A  Preferred  Stock  subscribed  for  prior  to the  date  hereof,  the date the
Corporation  accepted such  subscription) and shall be cumulative whether or not
they have been paid or declared.

      (c) PRIORITY AS TO DIVIDENDS.  No full dividends shall be declared or paid
or set apart for payment on any Parity  Stock or Junior  Stock for any  Dividend
Period unless full  dividends  have been or  contemporaneously  are declared and
paid (or declared  and a sum (or amount of Dividend  Stock)  sufficient  for the
payment  thereof set apart for such payment) on the Series A Preferred Stock for
such Dividend Period. When dividends are not paid in full (or declared and a sum
(or amount of Dividend  Stock)  sufficient  for such full  payment is not so set
apart) for any  Dividend  Period on the Series A Preferred  Stock and any Parity
Stock, dividends declared on the Series A Preferred Stock and Parity Stock shall
only be declared PRO RATA based upon the respective amounts that would have been
paid on the Series A Preferred  Stock and such Parity Stock had  dividends  been
declared in full.

      In  addition  to the  foregoing  restriction,  the  Corporation  shall not
declare,  pay or set apart funds for any dividends or other distributions (other
than in Common Stock or other Junior  Stock) with respect to any Common Stock or
other  Junior  Stock of the  Corporation  or  repurchase,  redeem  or  otherwise
acquire, or set apart funds for repurchase,  redemption or other acquisition of,
any Common  Stock or other Junior  Stock  through a sinking  fund or  otherwise,
unless  and  until  (i) the  Corporation  shall  have  paid in full all  accrued
cumulative  dividends  on the Series A Preferred  Stock  through the most recent
preceding  Dividend Period or funds (or the requisite  amount of Dividend Stock)
have been paid over to the  dividend  disbursing  agent of the  Corporation  for
payment of such  dividends,  and (ii) the Corporation has declared a dividend on
the Series A Preferred  Stock for the current  Dividend  Period,  and sufficient
funds or  Dividend  Stock  have  been  paid over or  delivered  to the  dividend
disbursing  agent for the  Corporation for the payment of such dividend for such
current Dividend Period.

      No  dividend  shall be paid or set aside for holders of Series A Preferred
Stock for any Dividend  Period unless full dividends have been paid or set aside
for the holders of each class or series of equity securities of the Corporation,
if any,  ranking prior to the Series A Preferred  Stock as to dividends for such
Dividend Period.



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<PAGE>



      (d) Any  reference to  "dividends"  or  "distributions"  in this Section 2
shall not be deemed to include  any  distribution  made in  connection  with any
voluntary  or  involuntary  dissolution,   liquidation  or  winding  up  of  the
Corporation.

2A.   NEGATIVE PLEDGE.

      The Corporation will not grant or permit the existence of any liens on any
of the assets of the Corporation except:

      (i)   Purchase  money  security  interests  incurred  from time to time in
            connection  with the  acquisition  of  additional  assets  (included
            capitalized lease obligations);

      (ii)  Liens  granted  from time to time by the  Corporation  to  financial
            institutions  and/or  insurance  companies to secure working capital
            loans to the Corporation;

      (iii) Liens  for taxes  not yet due  which are contested in good faith  by
            appropriate proceedings;

      (iv)  Carrier's, warehousemen's,  mechanic's, materialmen's,  repairmen's,
            landlord's  liens or other like lines arising in the ordinary course
            of business; and

      (v)   Easements,   rights  of  way,   restrictions   and   other   similar
            encumbrances incurred in the ordinary course of business.

3.          REDEMPTION

      (a) GENERAL. The shares of Series A Preferred Stock may be redeemed by the
Corporation  or its successor or any acquiring or resulting  entity with respect
to the  Corporation  (including by any parent or subsidiary of the  Corporation,
any such successor,  or any such acquiring or resulting entity),  as applicable,
at its  option,  in  whole or in part,  at any time or from  time to time,  upon
notice as provided in  subsection  (b) of this Section 3, by  resolution  of the
Board of  Directors of the  Corporation  or its  successor  or any  acquiring or
resulting  entity with respect to the  Corporation  (including  by any parent or
subsidiary of the  Corporation,  any such  successor,  or any such  acquiring or
resulting  entity),  as  applicable,  at price equal to $12,750 per share if the
redemption  takes place on or before  December  31, 1998 or $12,625 per share if
the redemption takes place at any time thereafter, plus, in each case, an amount
in cash  equal  to all  accrued  and  unpaid  dividends  to the date  fixed  for
redemption, without interest.

      The aggregate  redemption price payable to each holder of record of Series
A Preferred Stock to be redeemed shall be rounded to the nearest cent ($0.01).

      If less than all of the outstanding shares of Series A Preferred Stock are
to be  redeemed,  the  Corporation  will select  those shares to be redeemed pro



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<PAGE>


rata,  by lot or such  other  methods  as the  Board  of  Directors  in its sole
discretion  determines to be equitable.  If redemption is being  affected by the
Corporation,  on and after the redemption date,  dividends shall cease to accrue
on the shares of Series A Preferred Stock called for redemption,  and they shall
be  deemed  to cease to be  outstanding,  provided  that  the  redemption  price
(including  any accrued but unpaid  dividends to the date fixed for  redemption)
has been duly paid or provided for. If redemption is being effected by an entity
other than the Corporation,  on and as of the redemption date, such entity shall
be deemed to own the shares being redeemed for all purposes hereof provided that
the redemption  price (including the amount of any declared but unpaid dividends
to the date fixed for redemption) has been duly paid or provided for.

      If  redemption  is being  effected  by the  Corporation,  on and as of the
redemption  date,  dividends  shall  cease to accrue  on the  shares of Series A
Preferred Stock called for  redemption,  and they shall be deemed to cease to be
outstanding,  provided that the  redemption  price  (including  any declared but
unpaid  dividends  to the date  fixed for  redemption)  has been duly  paid.  If
redemption is being effected by an entity other than the Corporation,  on and as
of the  redemption  date such  entity  shall be deemed to own the  shares  being
redeemed for all  purposes of  hereunder,  provided  that the  redemption  price
(including the amount of any declared but unpaid dividends to the date fixed for
redemption) has been duly paid or provided for.

      (b) NOTICE OF REDEMPTION. Notice of any redemption,  setting forth (i) the
date and place fixed for said redemption,  (ii) the redemption price and (iii) a
statement  that  dividends  on the shares of Series A Preferred  Stock (A) to be
redeemed by the Corporation will cease to accrue on such redemption date, or (B)
to be redeemed by an entity other than the Corporation  will  thereafter  accrue
solely for the benefit of such  entity,  shall be mailed,  postage  prepaid,  at
least  thirty  (30)  days,  but not more than  sixty  (60)  days,  prior to said
redemption  date to each  holder of record  of  Series A  Preferred  Stock to be
redeemed  at his or her  address as the same shall  appear on the stock books of
the  Corporation.  If less than all of the  shares of Series A  Preferred  Stock
owned by such  holder are then to be  redeemed,  such notice  shall  specify the
number  of  shares  thereof  that  are to be  redeemed  and the  numbers  of the
certificates  representing such shares.  Notice of any redemption shall be given
by first class mail,  postage prepaid.  Neither failure to mail such notice, nor
any defect therein or in the mailing  thereof,  to any  particular  holder shall
affect the  sufficiency  of the notice or the  validity of the  proceedings  for
redemption with respect to the other holders. Any notice which was mailed in the
manner herein  provided shall be  conclusively  presumed to have been duly given
whether or not the holder receives such notice.

      If such  notice of  redemption  shall have been so  mailed,  and if, on or
before the  redemption  date specified in such notice,  all funds  necessary for
such redemption shall have been set aside by the Corporation (or other entity as
provided in subsection  (a) of this Section 3) separate and apart from its other
funds in trust for the  account of the  holders of shares of Series A  Preferred
Stock to be redeemed (so as to be and continue to be available therefor),  then,
on and after said  redemption  date,  notwithstanding  that any  certificate for
shares of Series A Preferred Stock so called for redemption  shall not have been
surrendered for cancellation or transfer, the shares of Series A Preferred Stock
(A) so called for redemption by the Corporation shall be  deemed to be no longer


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<PAGE>



outstanding  and all rights  with  respect to such  shares of Series A Preferred
Stock so called for redemption  shall forthwith  cease and terminate,  or (B) so
called for  redemption by an entity other than the  Corporation  shall be deemed
owned for all purposes hereof by such entity,  except in each case for the right
of the holders thereof to receive,  out of the funds so set aside in trust,  the
amount payable on redemption thereof, but without interest,  upon surrender (and
endorsement or assignment for transfer,  if required by the  Corporation or such
other entity) of their certificates.

      In the event that holders of shares of Series A Preferred Stock that shall
have been  redeemed  shall not  within  two (2) years (or any  longer  period if
required by law) after the redemption  date claim any amount  deposited in trust
with a  Corporation  or trust company for the  redemption  of such shares,  such
Corporation or trust company  shall,  upon demand and if permitted by applicable
law, pay over to the  Corporation (or other entity that redeemed the shares) any
such unclaimed  amount so deposited with it, and shall  thereupon be relieved of
all responsibility in respect thereof, and thereafter the holders of such shares
shall,  subject to applicable  escheat laws,  look only to the  Corporation  (or
other  entity that  redeemed  the shares)  for payment of the  redemption  price
thereof, but without interest from the date of redemption.

      (c)  STATUS  OF  SHARES  REDEEMED.  Shares  of  Series A  Preferred  Stock
redeemed,  purchased or otherwise  acquired for value by the Corporation  shall,
after such  acquisition,  have the status of authorized  and unissued  shares of
Preferred  Stock and may be reissued by the Corporation at any time as shares of
any series of Preferred Stock other than as shares of Series A Preferred Stock.

4.    LIQUIDATION PREFERENCE.

      (a)  LIQUIDATING   DISTRIBUTIONS.   In  the  event  of  any   liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
the holders of shares of Series A  Preferred  Stock shall be entitled to receive
for each share thereof,  out of the assets of the Corporation  legally available
for distribution to shareholders  under applicable law, or the proceeds thereof,
before any  payment or  distribution  of the assets  shall be made to holders of
shares of Common Stock or any other  Junior Stock  (subject to the rights of the
holders  of any  class or series of equity  securities  having  preference  with
respect  to  distributions  upon  liquidation  and  the  Corporation's   general
creditors, including its depositors), liquidating distributions in the amount of
$12,500 per share,  PLUS an amount per share equal to any dividends  accrued but
unpaid, without interest.

      If the amounts available for distribution in respect of shares of Series A
Preferred Stock and any  outstanding  Parity Stock are not sufficient to satisfy
the  full  liquidation  rights  of all of the  outstanding  shares  of  Series A
Preferred  Stock and such Parity  Stock,  then the  holders of such  outstanding
shares shall share ratably in any such  distribution  of assets in proportion to
the full  respective  preferential  amounts  to which they are  entitled.  After
payment of the full  amount of the  liquidating  distribution  to which they are
entitled  , the  holders  of  shares  of Series A  Preferred  Stock  will not be
entitled to any further participation in any liquidating  distribution of assets
by the  Corporation.  All  distributions  made in respect of Series A  Preferred



                                      6

<PAGE>


Stock in connection  with such a  liquidation,  dissolution or winding up of the
Corporation shall be made pro rata to the holders entitled thereto.

      (b)   CONSOLIDATION,   MERGER  OR  CERTAIN  OTHER  ACTIONS.   Neither  the
consolidation,  merger or other business  combination of the Corporation with or
into any other person, nor the sale of all or substantially all of the assets of
the Corporation, shall be deemed to be a liquidation,  dissolution or winding up
of the Corporation for purposes of this Section 4.

5.    VOTING RIGHTS.

      Holders of shares of Series A Preferred Stock shall have no voting rights.

6.    CONVERSION RIGHTS.

      The  holders of shares of Series A  Preferred  Stock  shall have rights to
convert  such  shares  into  shares  of  Common  Stock.  The  shares of Series A
Preferred  Stock are  convertible  at the option of the  holder,  in whole or in
part, at any time after March 1, 1997 (the "Initial  Conversion Date") and prior
to  maturity  into  Common  Stock at the price per share of Common  Stock  which
equals  (i)  $1.00 per  share as such  price  may from time to time be  adjusted
pursuant to the terms set forth herein (the "Conversion  Price").  No fractional
shares or scrip  representing any fractional shares shall be issued;  instead of
any  fractional  shares of such Common  Stock which would  otherwise be issuable
upon such conversion,  the Corporation shall pay a cash adjustment in respect of
such fractional share of Common Stock in an amount equal to the same fraction of
the then current  market  price of a share of Common  Stock.  Accrued  dividends
through  the date of  conversion  will be paid to the  holder in cash or, at the
election of the  Corporation,  in Common Stock valued at 90% of the then current
market price of a share of Common Stock.  For these  purposes,  "current  market
price" shall have the meaning  ascribed  thereto in Section 2(a) hereof.  In the
event  that  the  Corporation  shall,  at any  time  prior  to the  exercise  of
conversion  rights  hereunder:  (i)  declare or pay to the holders of the Common
Stock a dividend payable in any kind of shares of stock of the  Corporation;  or
(ii) change or divide or otherwise  reclassify its Common Stock into the same or
a  different  number of shares  with or without  par value,  or in shares of any
class or classes; or (iii) transfer its property as an entirety or substantially
as an entirety to any other company; or (iv) make any distribution of its assets
to holders of its Common Stock as a liquidation or partial liquidation  dividend
or by way of return of capital; then, upon the subsequent exercise of conversion
rights, the holder thereof shall receive,  in addition to or in substitution for
the shares of Common  Stock to which it would  otherwise  be entitled  upon such
exercise,  such additional shares of stock or scrip of the Corporation,  or such
reclassified  shares  of  stock  of  the  Corporation,  or  such  shares  of the
securities or property of the Corporation  resulting from such transfer, or such
assets of the  Corporation,  which it would have been entitled to receive had it
exercised such conversion  rights prior to the happening of any of the foregoing
events.  Additionally,   in  the  event  of  any  of  the  foregoing  events  or
transactions,   the  Conversion  Price  shall  be  appropriately   adjusted,  if
necessary.



                                      7


<PAGE>



      Each share of Series A Preferred  Stock, if converted into Common Stock as
prescribed  above, will also entitle the holder to Warrants to purchase a number
of shares of Common Stock, at a price of $1.25 per share, during a five (5) year
period,  commencing  on the date of  issuance,  equal to the number of shares of
Common Stock received by the holder upon such conversion.  The Warrants shall be
redeemable by the Corporation, at its sole option, at a redemption price of $.05
per share  underlying the Warrants to be redeemed,  at any time  commencing from
the date of issuance,  upon not less than thirty (30) days prior written notice,
if the current  market  price of the Common  Stock  equals or exceeds  $3.00 per
share for any sixty (60) consecutive  trading day period during which the shares
of Common  Stock  underlying  the  Warrants to be redeemed are the subject of an
effective and current  registration  statement under the Securities Act of 1993,
as amended. "Current market price" for purposes of this Section 6 shall have the
meaning  ascribed  thereto in Section  2(a)  hereof;  except that any  reference
therein to an average  price over a period of thirty  (30)  business  days shall
instead  refer to an actual  price for each of sixty  (60)  consecutive  trading
days.  The  exercise  price of the  Warrants  shall be  adjusted  under the same
circumstances  and in  the  same  manner  as the  adjustments  described  in the
preceding paragraph regarding the Conversion Price.

7.    NO SINKING FUND.

      No sinking fund shall be  established  for the retirement or redemption of
shares of Series A Preferred Stock.

8.    PREEMPTIVE OR SUBSCRIPTION RIGHTS.

      No holder of shares of Series A Preferred  Stock shall have any preemptive
or subscription  rights in respect of any shares of the Corporation  that may be
issued.

9.    NO OTHER RIGHTS.

      The shares of Series A Preferred  Stock  shall not have any  designations,
preferences or relative, participating,  optional or other special rights except
as set forth herein, or as otherwise required by law.

10.   COMPLIANCE WITH APPLICABLE LAW.

      Declaration  by the Board of Directors and payment by the  Corporation  of
dividends  to  holders  of the  Series A  Preferred  Stock  and the  repurchase,
redemption  or other  acquisition  by the  Corporation  (or  another  entity  as
provided in  subsections  (a) and (b) of Section 3 hereof) of shares of Series A
Preferred Stock shall be subject in all respects to any and all restrictions and
limitations  placed on  dividends,  redemptions  or other  distributions  by the
Corporation  (or  any  such  other  entity)  under  (i)  laws,  regulations  and
regulatory conditions or limitations  applicable to or regarding the Corporation
(or any such other  entity)  from time to time and (ii)  agreements  between the
Corporation and its creditors from time to time in effect.



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<PAGE>



Signatures


Signed by:

/s/ Charles M. Stimac, Jr.
-------------------------------------------------       Date: January 29, 1997
Charles M. Stimac, Jr.
Title:   President and Chief Executive Officer
































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