STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                         DIVISION OF CORPORATION
                                                       FILED 09:00 AM 02/12/1999
                                                             991060073-- 2977488





        Certificte of Designation of Rights of Series A Perferred Shares

                                       of

                          MILINX MARKETING GROUP, INC

Pursuant to Section 151 (g )of Title 8.of the General  Corporate Law of the Sate
of Delaware and Article V of the Articles of Incorporation, the Directors hereby
designate   The   voting   powers,   designations,   preferences,   rights   and
qualification, limitations and restrictionsof:

                           "Series A Preferred Shares'

And there is authorized to be issued 5,000,000 shares thereof with the following
rights, terms and preferences:

     1.  Dividends.

         Right to Preferential Dividends.  Subject to the rights and preferences
of other  classes  or  series  of  Preferred  Shares,  the  Holders  of the then
outstanding  Series A Preferred  Shares  {.except  when  there'  shall have been
either  a.notification  of election for  conversion by the Holders under Section
5(a), hereunder, or the conditions shall have been fulfilled for a conversion by
the Company as provided in Section  5(b)hereunder,  whether or not  notification
thereof has been made by the Company,  (unless the Company shall  expressly give
notice it elects not to require such conversion))  shall be entitled to receive,
if,  when,  and as declared  by the Board,  out of any funds  legally  available
_herefore,  a  non-cumulative  preference  of 10% on cash  dividends up to S .32
maximum total  accumulated  dividends per Seres A Preferred  Share held thereby.
These dividends shall be payable,  when and as declared by the Board.  Dividends
on the Series A  Preferred  Shares  shall be  non-cumulative,  there shall be no
minimum  dividends,  and no rights  shall  accrue to the Holders of the Series A
Preferred  Shares in the event  that the  Company  shall  fail to declare or pay
dividends on the Series A Preferred  Shares,  whether or not the earnings of the
Company in that previous  fiscal year were  sufficient to pay such  dividends in
whole or in part. In the event that the number of outstanding Series A Preferred
Shares are adjusted by stock split,  reverse split, or other  corporate  action,
the prefereace stated herein shall be adjusted  accordingly.  The balance of any
such  dividends so declared  shall be  allocated  as between  Series A Preferred
Shares and Common Shares as if said Series A Preferred Shares had been converted
to Common Shares based on the Conversion Ratio (as adjusted)  provided  hereion,
and as to any other classes or series of Perferred Shares in accordance with the
rights and preference thereof.

               2. Liquidation Rights of Series A Perferred Shares.

               (a)       Perference.  Subject to the rights and  preferences  of
                         other  classes  or  series of  Perferred  Shares in the
                         event of any liquidation, dissolution, or winding-up of
                         the  Company,  whether  voluntary,  {except  when there
                         shall have been either a  notifcation  of election  for
                         conversion   by  the  Holders   under   Section   5(a),
                         hereunder,  or the conditions shall have been fulfilled
                         for a conversion  by the Company as provided in Section
                         5(b) hereunder, whether or not notification thereof has
                         been made by the

<PAGE>




Milinx Preferred Shares. Series A                                         Page 2

Company,  (unlcss  the  Company  shall  expressly  give  notice it elects not to
require  such  conversion))  the Holders of the Series A  Preferred  Shares then
outstanding  shall be  entitled  to be paid  out of the  assets  of the  Company
availablefor distribution to its shareholders,  whether such assets are capital,
surplus,  or earnings,  before any payment or declaration  and setting apart for
payment of any amount  shall be made in respect of the Common  Stock,  an amount
equal to $ .32 per Series A Preferred Share held thereby plus an amount equal to
all declared and unpaid dividends thereon, less accumulated total dividends paid
thereto  (but not less than  zero).  If upon any  liquidation,  dissolution,  or
winding up of the Company,  whether  voluntaty or involuntary,  the assets to be
distributed  to  the  Holders  of  the  Series  A  Preferred   Shares  shall  be
insufficient to permit the payment to such shareholders of the full preferential
amount  aforesaid,  then all of the  assets  of the  Company  to be  distributed
shailbe  distributed  ratably to the Holders of the Series A  Preferred  Shares,
subject to any r guts or preferences of any other classes or series of Preferred
Shares,  on the basis of the  number of shares of Series A  Preferred  Shares so
held. -

(b) Payments to Common Stock.  After thc preferred payment of S .32 per Serics A
Preferred Share is made to Holders of the Series A Preferred  Shares the Holders
of the Series A Preferred  Shares shall be entitled to share with Common Shares,
based on the adjusted  conversion  ratio of Preferred  Series A Shares to Common
Shares as if converted,  and as to other  Classes or Series of Preferred  Shares
based on the  conversion  ratio of said Shares to Common as if  converted'or  as
otherwise  provided in the rights and  designations  thereof as may from time to
time beniade by the Board of Directors,  all remaining  assets of the Company to
be distributed.

(c) Effect of Adjusiments of Shares. In the event that the number of outstanding
Series A Preferred  Shares are adjusted by stock split,  reverse split, or other
corporate action, the preference stated herein shall be adjusted accordingly.

 3.  Merger, Consolidation.

         (a) Preference.  Subject to the rights and preferences of other classes
or series of  Preferred  Shares in the event of any merger or share  exchange of
the Company,  or a sale or other  disposition of all or  substantially aU of the
assets of the Company  (except when there shall have been either a  notification
of election for conversion by the Holders under Section 5(a), hereunder,  or the
conditions  shall  have been  fulfilled  for a  conversion  by the  Company  a.s
provided in Section 5(b) hereunder, whether or not notification thereof has been
made by the Company,  (unless the Company shall  expressly give notice it elects
not iorequirc  such  convcrsion)}  ihc Holders of the Series A Preferred  Shares
thcn outstanding shall be entitled to receive, before any payment or declaration
and  setting  apart for  payment of any  amount  shall be made in respect of the
Common Stock,  for each share of such Series A Preferred  Stock so held, in cash
or in securities (including,  without limitation, debt securities) received from
the acquiring  corporation,  at the closing of any such  transaction,  an amount
equal to S .32 per Series A Preferred Shar; plus an amount equal to all declared
and unpaid dividends thereon, less total accumulated dividends paid thereto (but
not less than zero). In the event that the number of outstanding Series A

                  Page 2


<PAGE>


Preferred Shares are adjustedby  stock split,  reverse split, or other corporate
action, the preference stated herein shall be adjusted accordingly

         (b)  RemainingProceeds.  Subject to the rights and preferences of other
classes or series of Preferred  Shares after the payment or  distribution to the
Holders of the Series A  Preferred  Shares of the full  preferential  amount the
Holders of the Series A Preferred Shares,  Holders of other Series or Classes of
Preferred Shares according to the Rights and Designations thereof and Holders of
Common Stock then  outstanding  shall be entitled to receive  ratably,  with all
Series A Preferred  Shares treated as if it had been converted into Common Stock
pursuant  to  Section 5 hereof,  all  remaining  proceeds  of the  Company to be
distributed.

         (c)  Valuation  of  securities  received  pursuant  to a merger,  share
exchange,  sale of substantially all the assets or similar transaiction.  In the
event that a transaction  occurs pursuant to which non-cash assets  are-received
and to which this Section applies, the assets -received for the purposes of this
Section shall be valued as follows:

                 (i) If the assets  received are  securities  that are listed on
         NASDAQ or an  exchange,  the value shall be deemed to be the 3 day high
         average  closing  price (or  average  between  bid/ask  if OTC) on such
         exchange or NASDAQ  over the 30 day period  prior to the closing of the
         transaction by which the securities are received.

                 (ii) If the assets received are of readily ascertainable market
value, then that value shall be used.

                 (iii) If the assets are  unlisted  securities  or other  assets
         that do not have a readily  ascertainable value, the Board of Directors
         in good faith will value said assets.

                 (iv) The fact that assets exist  which-may  require a valuation
         process as described  herein shall not delay closing the transaction by
         which the assets are being received.

     (d)  Notice.  With  respect to any  transaction  which  involves  merger or
exchange  of  shares,  or a sale  of  substantially  all the  assets  not in the
ordinary  course of business,  the Series A shareholders  shall receive not less
then ten days notice of the transaction and the terms and conditions thereof.

     4.  Voting Rights~

         (a) Each Holder of Series A Preferred  Shares shall be entitled to vote
on all matters whatever upon which shareholders may vote,  including election of
the Board of Directors and, except as otherwise expressly provided herein, shall
be entitled to the number of votes that equal twice the number of Common  Shares
to which said Series A Preferred Shares could be converted,  but not less than 4
Common Shares for eachh 1 Series A Preferred Share (adjusted for  consolidations
and dividends of Common Shares).



<PAGE>


         (b) Unless otherwise required -by law, Series A Preferred  shareholders
and  Commen   shareholders  shall  vote  together  on  all  matters  upon  which
shareholders are permitted to vote and not as separate  classes.  In those cases
where Series A Perferred Shareholders are required by law to vote as a sepal-ate
class, the vote required by said class for approval of the proposed action shall
be a simple majority of the class.

         (c) Voting rights shall be adjusted in-the event of adjustments in -the
Conversion  Ratio,  except that  -increases or reductions  that apply equally to
Series A Preferred  Shares and Common Shares shall not cause an adjustment to be
made.

     5.  Conversion.

The  Company  and the  Holders  of  Series A  Preferred  Shares  shall  have the
following conversion rights:

         (a) Right to Convert.  Each share of Series A Preferred Shares shall be
convertible,  if there shall be sufficent Common Shares  authorized and issuable
therefor at the option of the Holder as follows, (i)none for the 12 month period
following  issuance  to the Holder  unless-a  greater  amount is approved by the
Company-,  (ii) 100% of the Series A Preferred  Shares held by the Holder may be
converted to Common Shares following the initial twelve months after issuance to
the Holder thereof into fully paid and non assessable  shares of Common Stock at
the Conversion  Rate set forth in Section 5(c)  hereunder (as adjusted).  In the
event  that  Series  A   Preferred-Shares   subject   thereto  shall  have  been
transferred,  the-time period for conversion  shall be measured from the date of
issuance to the initial Holder hereof.

         (b)  Automatic Conversion at Election of Company.
              --------- ------------- -------- -- -------

               (i) Each share of Series A Preferred  Shares shall  automatically
               at the election of the Company be converted into shares of Common
               Stock based on the then  effective  Conversion  Rate set forth in
               Section 5(c)  hereunder (as adjusted) if any one of the following
               -shall-ocour:  (A) The  Holders of 51% of the Series A  Preferred
               Shares  outstanding  have given  notice of election to convert as
               provided  herein in Section 6; (B) The Board-of  Directors of the
               Company shall have approved a plan of  reorganization,  exchange,
               merger or  consolidation  to which the Company is a party,  or an
               acquisition of the Company,  (C) Immediately  upon the closing of
               an  underwritten   public  offering   pursuant  to  an  effective
               registration  statement  under  the  Securities  Act of 1933,  as
               amended,  with  respect  to  the  Common  Stock  of  the  Company
               (including  shares  registered  by  selling  Series  A  Preferred
               shareholders)  where  the  amount  of  such  securities  sold  is
               S5,000,000  or more;  (D) When the Company shall have a net worth
               of  (pound)5,000,000  or more;  (E) After the Common Shares shall
               have been  listed - on NASDAQ for a period of not less than three
               months.

               (ii)  Upon  the  occurrence  of any of the  events  specified  in
               paragraph  5(b)(i) and the election (if applicable) being so made
               by the  Company,  the  outstanding  shares of Series A  Preferred
               Shares  shall be  converted  automatically  without  any  further
               action by the  Holders  of such  Series A  Preferred  Shares  and
               whether  or not  the  certificates  representing  such  Series  A
               Preferred  Shares are  surrendered to the Company or its transfer
               agent-, provided however, that the Company shall not be obligated
               to issue  certificates  evidencing  the  shares of  Common  Stock
               issuable upon the conversion  unless the certificates  evidencing
               such  Series A  Preferred  Shares  are either  delivered  to `the
               Company or its transfer agent, or the Holder notifies the Company
               or its  transfer  agent  that such  certificate  have been  lost,
               stolen~or destroyed and executes an agreement satisfactory to the
               Company to indemnify  the Company from any Loss incurred by it in
               connection with such certificates. The conversion shall be deemed
               to have occurred  immediately prior to `the business day on which
               the Series A certificates  are to be surrendered,  and the person
               entitled to receive  the.  Common  shares upon such a  conversion
               shall be deemed a Common Shareholder of record as of that date.

         (c) Conversion Rate,  adjustments.  Except as provided elsewhere herein
for  adjustment of conversion  based on share price,  recapitalization  or other
factors,  the  Conversion  Rate `is Two Common Shares for One Series A Preferred
Share.  The Conversion  Rate shall be subject to adjustment from time to time as
provided below; no adjustment  shall apply after a Series-A  Preferred Share has
been converted.

         (d) Mechanics of Conversion.  Each Holder of Series A Preferred  Shares
who desires to convert the same into shares of Common Stock shall  surrender the
certificate, duly endorsed, at the office of the Company orof any transfer agent
for the Series A Preferred Shares or Common Stock, and shall give written notice
to the Company at such  office  that such Holder  elects to convert the same and
shall  state  therein the number of shares of Series A  Preferred  Shares  being
converted. Thereupon the Company shall promptly issue and deliver to such Holder
a certificate or certificates  for the number of shares of Common Stock to which
such  Holder  is  entitled.  Such  conversion  shall be deemed to have been made
immediately  prior to the close of business on the date of such surrender of the
certificate  representing the Series A Preferred Shares to be converted, and the
person  entitled  to  receive  the  shares of Common  Stock  issuable  upon such
conversion shall be treated for all purposes as the record Holder of such shares
of Common Stock on such date.

         (e) Adjustment for Stock Splits and Combinations. If the Company at any
time or from time to time effects a subdivision of the outstanding Common Stock,
the Conversion Rate then in effect  immediately before that subdivision shall be
proportionately  increased,  and conversely,  if the Company at any time or from
time to `time  combines  the  outstanding  shares of Common Stock into a smaller
number of shares,  the  Conversion  Rate then in effect  immediately  before the
combination  shall be  proportionately  decreased.  Any  adjustment  under  this
subsection  (e) shall become  effective at the close of business on the date the
subdivision or combination  becomes  effective.  Subdivisions or combinations of
Series A Preferred  Shares  shall be similarly  considered  to compute the final
adjustment to the Conversion Rate to reflect stock splits and combinations.


<PAGE>




         (f) Adjustments for Reclassification. Exchange and Substitution. In the
event that at any time or from time to time,  the Common Stock issuable upon the
conversion  of the  Series A  Preferred  Shares is  changed  into `the same or a
different  number  Of  shares of any class or  classes  of  stock,  `whether  by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination of shares or stock dividend or a reorganization, merger, exchange of
shares, or sale of assets,  provided for elsewhere in this Section), then and in
any such event each  Holder of Series A  Preferred  Shares  shall have the right
thereafter  to convert such stock into the kind and the maximum  amount of stock
and  other  securities  and  property  receivable  upon  such  recapitalization,
reclassification  or other  change,  by Holders  of shares of Common  Stock into
which  such  shares of  Series A  Preferred  Shares  could  have been  converted
immediately  prior to such  recapitalization,  reclassification  or change,  all
subject to further adjustment as provided herein.

         (g) Reorganizations,  Mergers1 Consolidations or Sales of Assets. If at
any time or from time to time there is a. capital  reorganization  of the Common
Stock (other than a recapitalization, subdivision, combination, reclassification
or exchange of shares  provided for  elsewhere  in this  Section) or a merger or
exchange of shares of the Company with or into another corporation,  or the sale
of all or substantially all of the Company's  properties and assets to any other
person, then as a part of such  reorganization,  merger,  consolidation or sale,
provision  shall be made so that the  Holders  of the Sales A  Preferred  Shares
shall have the right  thereafter to convert such stock into the number of shares
of stock or other  securities  or  property  to which a Holder of the  number of
shares of Common Stock  deliverable  upon conversion would have been entitled on
such capital reorganization,  merger, consolidation,  or sale. In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this Section with respect to the rights of the Holders of the Series A Preferred
Shares after the reorganization,  merger, consolidation or sale to the end `that
the provisions of this Section (including adjustment of the Conversion Rate then
in effect and the number of shares  receivable  upon  conversion of the Series A
Preferred  Shares)  shall  be  applicable  after  that  event  and be as  nearly
equivalent as may be practicable.

         (11) Sale of Common Shares Below $1.00 per Share

               (1) After June 1, 1999, if at any time or from time to time,  the
                   Company  issues  or  sells,  or  is  deemed  by  the  express
                   provisions  of this  subsection  (i) to `have issued or sold,
                   additional  shares of Common Stock (as hereinafter  defined),
                   for an effective price (as hereinafter  defined) that is less
                   than   $1.00Share  (or  as  adjusted  after   application  of
                   adjustments provided in sections (e),(f),(g) hereabove), then
                   in addition to any other  adjustments  provided herein and in
                   each such case the then  existing  Conversion  Rate  shall be
                   increased,   the  increase  being  computed  to  reflect  the
                   proportionate  decrease  in price over all of the  previously
                   existing Common Shares such lower price would produce.  Thus,
                   if (before any other adjustments  provided herein) there were
                   10,000,000  Shares of Common Stock  outstanding and 1,000,000
                   Common Shares were sold at $.20/ share, the 10,000,000 Common
                   Shares would be valued at $1.00/share


<PAGE>




                   ($10,000,000), plus the 1,000,000 Common Shares newly sold at
                   $200,000, and the result,  1.1,000,000 Common Shares would be
                   divided
                  into $10,200,000. The resultant difference between such number
                   and $1.00 per Comnon  Share  would be the basis to adjust the
                   Conversion Rate to reflect the dilution.

               (ii)For the  purpose  of making  any  adjustment  required  under
                   subsection 5(h)(i), the consideration received by the Company
                   for any issue or sale of securities  shall (aa) to the extent
                   it  consists  of cash be  computed  at the amount of cash for
                   which the securities are sold, (bb) to the extent it consists
                   of property other than cash, be computed at the fair value of
                   that property as determined in good faith by the Board.

               (i) Fractional Shares. Series A Preferred Shares may be issued in
               fractional amounts.


         (j)Reservation of Stock Issuable Upon Conversion.  The Company shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Common  Stock,  solely for the purpose of effecting  `the  conversion  of the
shares of the  Series A Shares,  such  number of its  shares of Common  Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding shares of ihe Series A Preferred Shares that shall be convertible at
that time;  and if at any time the number of authorized  but unissued  shares of
Common  Stock  shall not be  sufficient  to effect  the  conversion  of all then
outstanding shares of the Series A Preferred Shares that shall'be convertible at
that time, the Company will take such corporate action as may. in the opinion of
its counsel,  be necessary to increase  its  authorized  but unissued  shares of
Common Stock to such number of shares as shall be  sufficient  for such purpose.
Should  this  action  require  the  affinnative  vote of the Holders of Series A
Preferred Shares,  whether as a `Class or voted with Common Shares, said Holders
of Series A Preferred  Shares  shall be deemed  solely for this  purpose to have
consented thereto, and shall be deemed to irrevocably  constituted management of
the  Company as their  proxy and  attorney  in fact  solely for this  purpose to
execute such documents as may be required to effect this consent.

 6.  Registration Rights

      (a) At any time after Series A Preferred  Shares shall have been converted
into Common  Shares at the  election of the Company as provided in Section  5(b)
and the Company shall have exercised its right to require conversion thereunder,
or if the  Holders of a majority  of the Series A  Preferred  Shares  shall have
given notice of election for Conversion as provided in Section 5(a), the Holders
of a  majority  of  the  Series  A  Preferred  Shares  may  request  "piggyback'
registration of the Common Shares in conjunction with a registration  planned by
the Company subject to underwriter approval.

     (b) Upon such a request  being made by the  Holders  of a  majority  of the
series A Preferred Shares,  the Company will notify all of the remaining Holders
of Series A Preferred  Shares as well as all  Holders of Common  Share who shall
have previously converted


<PAGE>


           Series  A,Perfered  shares (but not the successor thereof if by sale)
shall be deemed to have requested the  registration and shall be fully subjected
thereto.


     (c) The  Company  will  use its best  efforts  to  effect  a single  public
registration on the appropriate form available  thereto of all converted shares.
The Company will be under no obligation to secure an underwriter or other seller
`for the shares and sales of shares  after the  registration  will be solely the
responsibility of the Holder thereof.

     (d)  To  the  extent  required  to  effect  the  registration,   converting
shareholders shall fully cooperate with the Company and its counsel.  Failure to
cooperate will entitle the Company to exclude a Holder from the registration.

     Effect of Issuance of other Series of Preferred Share~

     (a)  Nothing  contained  in this  designation  of  rights  shill  limit the
          ability  of the  Company  to  authorize  and  issue  other  Series  of
          Preferred  Shares or other classes of Preferred  Shares with rights or
          preferences that are senior to these Series A Preferred Shares or that
          limit or reduce the rights or  preferences of these Series A Preferred
          Shares.  In the event that other Series or Classes of Preferred Shares
          are  authorized  and  issued,   unless   otherwise   provided  in  the
          designation of rights of said other Series or Classes,  these Series A
          Preferred  Shares  shall vote on all matters  based on the  conversion
          rates adjusted into common shares provided herein, and said such other
          preferred  shares shall have such voting  rights as is provided in the
          designation thereof~ thus, if there were 1000 Series A Preferred
           Shares Issued,  they would have the voting rights of 1,000,000 Shares
           of Common Stock, and if 1000 other preferred shares had voting rights
           of 1,000,000 shares of Common Stock, and there were 10,000,000 shares
           of Common  Stock  issued and  outstanding,  then in all votes for the
           Board of Directors,  or any other matters in which  shareholders  may
           vote, all Common Shareholders,  and a.1l Preferred Shareholders shall
           vote  together,  and Preferred  Shares would have the weight based on
           their conversion into comrnon. There shall be no class votes of these
           Series A Preferred  Shares  unless said vote is  non-waivable  and is
           required by law
     (b)  Unless otherwise provided in the designation of rights and preferences
          of other preferred shares, any preferences of these Series A Preferred
          Shares  shall be  ratable  with other  series or classes of  Preferred
          Shares that may be hereafter designated.

      Dated this 11th day of February, 1999

By /s/ Barry W. Phillips, Treasurer and Designated Officer

<PAGE>


                                     AMENDED
        Certificate of Designation of Rights of Series A Preferred Shares
                                       Of
                           Milinx Business Group, Inc.

Pursuant to Section 151 (g) of the Title 8 of the General  Corporate  Law of the
State of Delaware and Article V of the Articles of Incorporation,  the Directors
hereby  designate  The  voting  powers,  designations,  preferences,  rights and
qualifications, limitations and restrictions of

                           "Series A Preferred Shares"

1. Dividends

         Right to Preferential Dividends.  Subject to the rights and preferences
of other  classes  or  series  of  Preferred  Shares,  the  Holders  of the then
outstanding  Series A Preferred Shares {except when there shall have been either
a  notification  of election for  conversion by the Holders under Section 5 (a),
hereunder,  or the conditions  shall have been fulfilled for a conversion by the
Company as  provided  in Section  5(b)  hereunder,  whether or not  notification
thereof has been made by the Company,  (unless the Company shall  expressly give
notice it elects not to require such  conversion}  shall be entitled to receive,
if,  when,  and as declared  by the Board,  out of any funds  legally  available
thereof,  a  non-cumulative  preference  of 10% on  cash  dividends  up to $ .32
maximum total  accumulated  dividends per Series A Preferred Share held thereby.
These dividends shall be payable,  when and as declared by the Board.  Dividends
on the Series A  Preferred  Shares  shall be  non-cumulative,  there shall be no
minimum  dividends,  and no rights  shall  accrue to the Holders of the Series A
Preferred  Shares in the event  that the  Company  shall  fail to declare or pay
dividends on the Series A Preferred  Shares,  whether or not the earnings of the
Company in that previous  fiscal year were  sufficient to pay such  dividends in
whole or in part. In the event that the number of outstanding Series A Preferred
Shares are adjusted by stock split,  reverse split, or other  corporate  action,
the preference stated herein shall be adjusted  accordingly.  The balance of any
such  dividends so declared  shall be  allocated  as between  Series A Preferred
Shares and Common Shares as if said Series A Preferred Shares had been converted
to Common Shares based on the Conversion  Ratio (as adjusted)  provided  herein,
and as to any other classes or series of Preferred Shares in accordance with the
rights and preferences thereof.

2.       Liquidation Rights of Series A Preferred Shares

         (a) Preference.  Subject to the rights and preferences of other classes
or series of Preferred Shares in the event of any liquidation,  dissolution,  or
winding-up of the Company, whether voluntary or involuntary,  {except when there
shall have been either a notification  of election for conversion by the Holders
under Section 5 (a), hereunder,  or the conditions shall have been fulfilled for
a conversion  by the Company as provided in Section 5(b)  hereunder,  whether or
not notification thereof has been made by the Company, (unless the Company shall
expressly give notice it elects not to require such conversion)}
                                                                          Page 1


<PAGE>


The Holders of the Series A Preferred Shares, then outstanding shall be entitled
to be paid out of the assets of the Company  available for  distribution  to its
shareholders,  whether such assts are capital,  surplus, or earnings, before any
payment or declaration and setting apart for payment of any amount shall be made
in respect of the Common  Stock,  an amount equal to $.32 per Series A Preferred
Share held thereby  plus an amount  equal to all  declared and unpaid  dividends
thereon, less accumulated total dividends paid thereto (but not less than zero).
If upon any  liquidation,  dissolution,  or winding up of the  Company,  whether
voluntary or  involuntary,  the assets to be  distributed  to the Holders of the
Series A Preferred  Shares shall be  insufficient  to permit the payment to such
shareholders of the full preferential  amount aforesaid,  then all of the assets
of the Company to be distributed shall be distributed  ratably to the Holders of
the Series A Preferred Shares, subject to any rights or preferences of any other
classes or series of Preferred  Shares,  on the basis of the number of shares of
Series A Preferred Shares so held.

(b)  Payments to Common Stock After the  preferred  payment of $.32 per Series A
Preferred Share is made to Holders of the Series A Preferred  Shares the Holders
of the Series A Preferred  Shares shall be entitled to share with Common Shares,
based on the adjusted  conversion  ratio of Preferred  Series A Shares to Common
Shares as if converted,  and as to other  Classes or Series of Preferred  Shares
based on the  conversion  ratio of said Shares to Common as if  converted  or as
otherwise  provided in the rights and  designations  thereof as may from time to
time be made by the Board of Directors,  all remaining  assets of the Company to
be distributed.

(c) Effect of Adjustments of Shares. In the event that the number of outstanding
Series A Preferred  Shares are adjusted by stock split,  reverse split, or other
corporate action, the preference stated herein shall be adjusted accordingly.

3.       Merger, Consolidation

         (a) Preference.  Subject to the rights and preferences of other classes
or series of  Preferred  Shares in the event of any merger or share  exchange of
the Company,  or a sale or other  disposition of all or substantially all of the
assets of the Company  {except when there shall have been either a  notification
of election for conversion by the Holders under Section 5 (a), hereunder, or the
conditions shall have been fulfilled for a conversion by the Company as provided
in Section 5(b) hereunder,  whether or not notification thereof has been made by
the Company,  (unless the Company shall  expressly  give notice it elects not to
require  such  conversion)}  the Holders of the Series A  Preferred  Shares then
outstanding shall be entitled to receive,  before any payment or declaration and
setting  apart for payment of any amount  shall be made in respect of the Common
Stock,  for each share of such Series A Preferred  Stock so held,  in cash or in
securities  (including,  without limitation,  debt securities) received from the
acquiring corporation, at the closing of any



<PAGE>



Such transaction, an amount equal to $.32 per Series A Preferred Shares, plus an
amount  equal  to  all  declared  and  unpaid  dividends  thereon,   less  total
accumulated  dividends paid thereto (but not less than zero).  In the event that
the number of outstanding Series A Preferred Shares are adjusted by stock split,
reverse split, or other corporate action,  the preference stated herein shall be
adjusted accordingly.

         (b) Remaining Proceeds.  Subject to the rights and preferences of other
classes or series of Preferred  Shares after the payment or  distribution to the
Holders of the Series A Preferred Shares of the full  preferential  amount,  the
Holders of the Series A Preferred Shares,  Holders of other Series or Classes of
Preferred Shares according to the Rights and Designations thereof and Holders of
Common  Stock then  outstanding  shall be entitle  to receive  ratably,  with al
Series A Preferred  Shares treated as if it had been converted into Common Stock
pursuant  to  Section 5 hereof,  all  remaining  proceeds  of the  Company to be
distributed.

         (c)  Valuation  of  securities  received  pursuant  to a merger,  share
exchange,  sale of substantially all the assets or similar  transaction.  In the
event that a transaction  occurs pursuant to which a non-cash assts are received
an to which this Section  applies,  the assets received for the purposes of this
Section shall be valued as follows:

         (i) If the assets  received are securities that are listed on NASDAQ or
an  exchange,  the value  shall be deemed to be the 3 day high  average  closing
price (or average between bid/ask if OTC) on such exchange or NASDAQ over the 30
day period prior to the closing of the  transaction  by which the securities are
received.

         (ii) If the assets received are of readily  ascertainable  market value
then that value shall be used.

         (iii) If the assets are unlisted securities or other assets that do not
have a readily  ascertainable  value,  the Board of Directors in good faith will
value said assets.

         (iv) If the fact  that  assets  exist  which may  require  a  valuation
process as described herein shall not delay closing the transaction by which the
assets are being received.

(d) Notice With respect to any  transaction  which involves a merger or exchange
of shares,  or a sale of substantially all the assets not in the ordinary course
of  business,  the Series A  shareholders  shall  receive not less than ten days
notice of the transaction and the terms and conditions thereof.

4. Voting Rights

         (a) Each Holder of Series A Preferred  Shares shall be entitles to vote
on all matters whatever upon which shareholders may vote,  including election of
the Board of


<PAGE>


Directors.and,eShaitbe'entitledlb -theesslyprovided h-
number.-of-votes-that  -.equal 1wice thenumbbr-,of GominonVW" Vilich"Said Sefies
A  Preferred   Shares~couldbe   convertfor,eaclr,o~'Serieshiiii   6~06mm.OwSh  A
Preferred Sbare~(adjusted for -cons6lidations~'giind-di.vidiftidg-'i6f-c,-

(b Unless  otherwise  required by law,  Series A Preferr - ed  shareholders  and
Common,,sbareholders,shaH,vbtet6gpt,ber,'~on  -all  4nattirsuMdrs are peffnitted
to                 e696,6_a'~sietillw.heft-Seirilea?A'                 Preferred
Shar-eholders'aex-askA"otiiequired'1by,saia~e..m1a!,"Sdp
-~class.,.f6r,,fapproval~.,.of~4emaj6nity~of`'the~claisg.-shd     bezwif    -ghf
---"the J (c) --,Y,  n  Votingri  s.shallibe-,adjusted'A'  mventdfadjustmeh.ts"n
the-c-onversion   -Ratio.,,,except  ~that   -increiscs,or,reductions   thAvapply
eq6allyto'.Series   X-Preferr&&Shares  and  Common  Shares-shall   not,cause  an
adjustment to be made. 4

The,  ,C7,omp  ersvf-S-eri  iany;_=d:  -,old  es,,APrcfar-ed-  in's  Pon  -a -of
en'es-,-A,~.-P-rtfetT,-M--!Shar6s,shWI  be (a), Rkghrlo Convert.  -..E Ch share.
-.S 'b -i 41~ ~suffic-ent,,C-ommn-Shar-es,,4Ahbriz~ed,-and7.iso~r at -follow"S4"
oneforth qZwedth Ip wur --gsuance to apFmv_ed.'kby 6ei.qbm 1QW, C e-S-eries A -f
ng-the  -Preferred   SharIder  may   be.converied:to:Common   Shares-  611bV6  a
16-1h,606lident  -fV-,irft1cW--  &Md7.&dh--`  assemble shares of Common Stock at
the  Conversion  Rate sc hereunder  (as  adjusted).  In the event that  Series.A
Preferred    Shares~subject   thereto   shall   have   been   trans&rted-   -the
timepcnod,for~-,onversion~shdPbe--measured-ftom   the  date  of  issuance   here
,itothe-initidlof,lder (b) Automatic Conversion at Election of Cg=4M. (i ~-Jlach
shart-o-f Se ~es~A,~Pri~fer-red,;Sharits~shaU-,automaft)icaUy~at..the election n
of the  Company  be  converted  into'shares  of  Common'Sto6kbased  on the  then
effective  Conversion  Rate set forth in  Section  5(c)  hereunder  (as  ---,#ad
s*-Iiifqnc~of   Jhe&   dlowi,,   -,shalfx   b  ,  ~v  ~qg  1A)  The'  ju  _;-ofi
Senc~s,A,--PreferrediShares;oikstanding~hav,,e-givennotice-of           election
t9,conveq.-as:prDvided.-  -ein,;in,.S 5~ e o r ct -her -6ct -4 B) Th -.Board,. M
e ors of the Company shallhaveapiproved, a plan.-of-,reorganization,  texchange,
merger or consolidation  to, which the Company is a party, or an  acquisition,of
the  Company;  (C)  Immediately  upon  the.,dosing:  of an  underwritten  public
offering pursuant to an effective registration statem, ept under- the Securities
Aztof,49334~,A& amended, with respect to

the-,  lbe-Company,  including-shares  registered-by  selling  Common  Stock of,
Milinx  PrelerrePagea4es,  Arriended  Series A Series A Preferred  shareholders)
where the amount of such -securities sold is 35,000 ore-, (1p) When the, Company
-shall have a net worth.of
000 or m_,I  $5,000,900-or  more.  (E.) After the Common Shares,  shalLhave been
listed on _NASDAQ  for a period of not less than three  months.  (ii).  upon'the
occurTence  of any of the  events  specified-  in  -paragraph:  5(b.Xi)  and the
eIecIiop.(ifapp!jc0te)  being so made by the Company,  the outstanding Shares of
Seq.'e:s  A  Preferred,  Shares  Ahall-be  converted.   automaticaU  withou  any
further.action.-by  the Holders of such Series A t Preferred Shares and.-whether
or-not   t.be.certificates-_representing.such  Series  A  Preferred  Shares  are
surrendered  to the  Company or its  transfer  agent;  providpdathowever,  -that
the,,Compan y shallnot be oblig ed to ssu the sham o Commow Stock  issuable upon
ie  certificates   evidencing  .  f  the   conv-ersion.uniess..the.cer,tificates
evidencing such Series A-Preferred Shares are eit* delivered to the.  Corrtpzu~y
or  its,trapffer  Agent  or the  Holder  notifiesany,orits  transfer-agent  that
such,certificate have beenlost,.istolen.pr.,destroved,.and~,exewtes an agreement
satisfactoryt.qft.,           inpapytOndemaj.           'the-Companyhromany,loss
incuro4_by_ii-:mlbppneaiort--witcates-.     conversion,ghall    be    deemed.to.
haveoc.ourred immediatelyiprior to the,busines& day on
which the Series A 6ertificates are. to be Wn-endered,  and the person entitled.
to   g~i~,e   P~Lqommpn   ,   suqh-,a   conversion.shall   be  deemed  a  Common
ShareholdCr-oftew        dr       .Of-       -T,        goo.,        ffiardate.~
,,,,,-.,,-,,,(c).Coriversion2Rate,gustments..  ,F-xcept-" vide"sewhereberein for
7.00 adjustment  of.ponce,,iqp-based  on;s other actors,  the Conversion Rate is
Three Common  Shares-for  One-series  APrqferred  -Share.:.  The Conversion Rate
shall'be  subject  to  adjustment  from  time  -to  time  as~provided  below;Lno
adjustmerit-shall.   Apply   after  a  Series  A   Preferred   Share.   has-been
converted.,,.

(d)  Mec cs of  Conversio  Each  Holder  of-Series  A  Preferred  Shares  who e-
sarnie'into,  sharcate, Common Stock shall surrenderthe c desires to conv _rt be
ertifi duly  endo,rsed,_iLt.the,office  of the Company or of any transfer  agent
for the Series A  Prefen-ed.Shares,  or  Conanon  Stock,  and shall  givewritten
notice tothe  Company at- such office  that,such  -Holder  elects to convert the
same and sball istate therein the number.of shares of Series- A Preferred Shares
beingconverted.  ThereuponAhe.-Companyshall  promptly issue  and,deliYer to such
Holdera certificate Pr certificates for the number of shares of Comm.on.Stock to
which,such  Holder is entitled.  ~Such conversion shall be,, deemed to have been
made  immediately,prior-to the close of business,on-the date of such surre:qde)r
ofthe certificate'  representing the Series. A Preferred,Shares  tobe converted,
And the person entitled to receive the shares of Common Stock issuable.upon such
conversion shall be treated for all purposes as the record Holder of such shares
of Common Stock on such date,

time  totime~effects  a--subdivisio'n  of  the  butgandills  Common  Stock,  the
Conversion tetheninelf  :immed-a-tely-befrti  natelyuincreased,shall-b P nb' the
outstanding and  conversely,  if  the-C-om-pany  at anytime or from time to-tune
con' ines shares of Common Stock into a smaller number of shares, the.Conversion
Rate then-in  effectAmmediarely  -before the coly~d__:oeasedlAnbe  pro~ortibnate
ecr, y  adjustmentitind~ffbctiirblift'(e)  shall 6 ' k -- I he dlose of business
on the date the subdivisionLot-c6mbuiation  becomes-effective.  ' tibilivisions;
or combinations of Series A.Prefbrred'Sbards~ slidlfb6 kmiltily cons"ide r&d to"
compute the final adjustment to the Conve mi-onRate  toreflect  stotksp,lits and
66mDinations.-

-~(f,).-~'Adjustment~-fj6rReclassificafim~'~-Exchabs~M,   In  the   event   that
at.~anytixne,orfrotnt  el  tirrieitthe-Co-m-mo'n'StidA,-e~'-u'pon~6e  conversion
of-the  Series,A~Preferred   Shares-lis  -changed-intb_Ahe  salnieor,_  i'Merent
number of shares of any class or,  clasw~6fvock-,,-w  PM,  auo,  (other than c-o
irbinationof or-- it iliiLimoia,66k-dividiiiid~Orareorgm tonmerger,


any.such,event 6ad Ider-of Series A Preferrdd:Shar&~shalthay& the right thereaf*
to    -c6hilmrsuch'.    woka.    h-   9&   thie;~hw   e   kc   iii   if   6%   s
and~pro.pedy;rec,eii~&le,upon~stich~reicapitafintiol~-reclassifica 'on or: other
change, by  Holders,.of,sharesfofz,C-,eiamon~Stock-,ixitb  whidli-such sh.aiesx,
oPSeri I es'A Preferred.Shares  -c-QuIdAlavebOPPO~P~iV)niaat#ly-pnorlosuch4~ion~
reclassification or ___--chan e a111-sub Of, -~u =n as-



W,  sprovi  AM  -f  -Cons  t  time  or  a  q&fio  Lbbs  6rgq  s  ftom  -ti,  me,
recapitalization;,,sti  wivision~  combination,  reclass'ification:4  exdoiie of
snares provided for!e1sewbere  -in4hist6fttion) -or,  -wmerger,orlex'c"hange  sh
ofthe   ompany~M6-or   into   another   corporation,   or   lhe-tAle   of  allor
ssubstantiio4fl  ofthe Company s properties and assets to any other person, then
as a part of such reorganization, merger, consolidation,&essoe-,~ dders'oftbe' e
-Seri s A Preferred

pr6vision4hAllbe-'mad ' Ahat4h H

Shares shaffhavwthe right thereafterlo convert sucli sto'ek- int6lthe riumbdr,of
shares of stock or-other.s6cunti6vor property to which a~Hblder ofthe number"o f
~hms of Common -,Stock -deliverable -upon conversi , on woul&rhave been entitled
on -such capital reorganization-,,  merger,'-  tconsolidation,  or sale. -in any
such tais_e,~ appropriai  adjustment shall be -made.in-  th6,apolication;of  the
provisions,  ofrthis~Sbctio I n wit - fik-respect _ to the rights of the Holders
on~tmerger,,g-  A-Preferred-~Shares after ih6,rp6 consolidation or ~sale-to the-
end   tharthe    provisionsoflhis~'s6cfi    -on"    'fincludinjkAdl6stment    of
the.Conversion Rate -,then in~ effect- and We nUinber--of-shares ~eceivable upon
conversion  of  the.Series  A-Preferred'Shares)-shall  beappliclible  after that
event and be as;n'early equivalent -,as may be practicable~

(h) Sale of Common Shares Below S2.00 12er Share.


(i) After June 1, 1999, if at any.  time,or  -from  time.to.  timei.the  Company
issues or sells~_or  is,deemed.by,#eex  .ppsp.r.ovisions-ofti~ussubsecuon(i)  to
have  issued  or  sold~  additional  shares  of  Common  Stock  (as  hereinafter
defined),,fbr an  eff-ectiveprice;(as  .hqeji~fter-defined)4hat_  is. less -than
$2.OOShare.(9ras  Adjusted  afterapp!  ion of.  adjustments  provided fin sectio
(e),(f),(g)_hprtab9ve),,   0  ents  ns-ep~.i4addi4ont  anypthera4justm  provided
herein and in eachisuch  cW#~e then ~existmg  Conversion Rate shall be increased
the  increase.b  ing,  cQmp eM9pted to reflelct the.  proportionate  decrease in
price over all of the  previously  existing  Common Shares su& lower  pripewpuld
-produce.

(ii) For the purpose of mal4ng any~adjustmeritreq*ed under subsection.  5(h)(i),
the  considerationreceived  by,tho-Com.any  for any  issue or sme of  securities
shall (aa) to the extent it  consists  of cash be computed at the amount of cash
for whichAe:sewrities  awm"-(bh)-_to the extent it consists of prpperW otherthan
caskbe.?computed-At the fair value of that property as determined in good,fhith~
by4he Board.,

(i)  fractional  b;z;issuedinefractionalredSham,  amounts.  Rg~rvaiqon-of  Stock
Issuable 11pon  C-onver.sion',~,-.,T-.he-Com0any-  shall at all times  -reserve,
and keep availabps,.out,  iefits.  authorized,~,  _t;ed  shares~of~Common fi -po
Stock, solely: orthe.pur  se_ofefares,nof-htheoSeriesoA Shares, suchnumberof its
Ahares-ointimeoto timebe
sufficient to ef~em.thq:,converse

Shares that.shall,be convertible,  at- that timqand,ifat anyfime the. number -of
authorized but unissued shares ofCommon Stock shall, not be sufficient to effbct
the,conversion of all

outstandin

g shares -of the SeriesA  Preferred,Shares-tbat  shall be  -.convertible at that
time,   the  ~Company  will,   take  such  corporate  .  action:as   ~may~-Jnjhe
opinionof.its,  counseL be  ~necessary to increase  its,authorized  but unissued
sharesof Common Stock to such number ,of shares as shall be sufficient. for such
purpose.  _  Shouldthis.actionrequire.  the affirmative  ,vote of the.Holderslof
Series  A.   P.refen-ed:,-Sh~wes,.whetbe,,r,,asa,-Class~or-,voted   with  Common
Shares,  saidHolders of Series  A.-Preferred  Shares Ishallbc  deemed,solely for
this   purpose  to  have   consented   thereto,   and,,   shE4,   be  deemed  to
irrevocably,constituted  management.  of  the_~,  Company..  astheir  proxy  and
attorney in fact:solely  for-,  this:purpose  to execute such documents asmay be
required -to efFect this. consent.

6. . Relostration Rights

(a) At any time after.  Series A Preferred  Shares- shall 1have been.  converted
into Common  Shares at the  election of the Company as provided in Section  5(b)
-and  the  Comparry  shall  have  exercised  its  fight  to  require  conversion
thereunder,  or if the Holders of a majority  of the Series A  Preferred  Shares
shalLhave  given notice of election for  Conversion as provided in Section 5(a),
the Holders of a majority of the Series A


Preferred  Shares"may'request  "piggybacV  -registration of the-Common Shares in
conjunction  with~  a  registration   -planned  -by  the;Cotnpany   -subject  to
underwriter  approval.  U pon such -a  Tequest  beifig'made-by  theHolders  of a
majority of the Series A Preferred  Sbaresi  the  Company  vAlFnotify~all  ofthe
remaining  Holders  of Series A  Preferred  Shares as well as -all  Holders,  of
Common Shares who, slWl -have previously eries

convertedS ' A*Prdfl~  ~",-,-"Sh-ar6g-(bui-n6tTthe:suc6essortherecififby  sale),
and they shall be deemedistration andushall beFefully subject thereto.


(c) The Company will luse i&bestlifforteto-  effect a single public registration
on the appropriate form available thereto of all converted  shares.  The Company
will be under no obligation to secure an  underwriter  or  othersellet  for thel
shares   and  sales  of  shares   after   the   registration   -will  be  solely
the-fespohsibility oftheHolder thereof

-(d) To!the~extconverting-4shareholders shall My cooperate wicounsel.oFailure-tb
cooperate -will entitle the Company to exclude a Holder from the,registratiorL,

7. Efrect-4- uAuce4f-4A'herSer4es Vf TWerred'Shares

(a) Nothing  contained inthis  idesignation of rights shall limit the ability.of
the

Comp                            %authorize,,aM',--.isstie.ot,'heT,,'Siifies-I.Of
P.~rdferred,-~ShA-me,,or.other.  classes  WS~orVrefl  5~,ftt~are  ;, - s I enior
-',Sl  A MnW t  %ese ~ di  Im-ut-or  redbce~thd  tij)xts  or-prd4renWsI,6T-tbese
Series    A     Preferf     ~vlhiht:.zvent,thgt~cither"Series     or     Classes
of:Prdbrr6d~Sharesare:   -fiii~nldss*therwise   provided  -inthe-t  esignationbf
fights of  -said,~oth~r-Seriesior~Ctiams,,t-4itse!Senes  A ~PreferredShares sbaU
-vote -on RIF - ron ~thw-conversiori ratesiadjusted,4nto common- ghEir6sprovided
-herein, -and -6aid.,s-neh~otherpref6rred-sham -shall -havesuch voting-tights as
is provided inAhe designationthereofthus,  if there~were,1000 Series A-Preferred
"of

Shares  Issued,  ~they  'would have the  voting-rights'  -1,000,000  -Shares of,
Common Stock.,and if  1000ztherpreffifed  shares,,had  voting ri6ts of 1,000,000
shares of Conunon"Stock,.and,,ihere-~.w'ere---~I 0,000~OW shares ofCommorrStoe-k
-issued and outstanding,  theii-,,i.n~afl.votes.!forthe-tioard  of Directors; or
any  other-matters  in which  shareholders:may  vote, all Eornmon  Shareholders,
andAlPreferred  Shareholders  shall.-vote  together,  andPrefer-red.'ShareSwould
lave the  weight  based on their  conversiominto  -common.  ~ There  shall be n6
classvotes of these Series A Preferred  Shares unless said vote is  non-waivable
and is required by law. (b) Unless  otherwise,  provided in the  designation  of
rights and  ~preferences  of other  preferred  shares~ any  preferences of these
Series A Preferred Shares shall be other  seriesor.classes  of-Preferred  Shares
that may be hereafter designated. Dated this Ath day of June, 19,99 By: C5, 4't;
~ IG IWUnx Preferred-Page,,BAnvencied Series A
 <PAGE>

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09.00 AM 0611711999
991244095 - 2977468

Certificate  of  Designation  of Rights of Series B Preferred  Shares Of Milinix
Business Group, Inc.
Pursuant to Section 151 (g) of Title 8 of the'Geheral  orporate Law of the State
of Deiaware and Article V of the A?1icles ofIncorporation,  the Directors hereby
designate

The  voting  powers,  designations,   preferences,  rights  and  qualifications,
limitations and restrictions of:

"Series B Preferred Shares9'

And  there  is-authorized  to  be  issued   10,000,000-shares'thereof  with  the
following  rights,  terms and preferences:  NiZ n- Rights of Ser iqui xatio rife
ies B rred Shares.
(a) Pr8ference."S ubJ ect tothe rights,  and, p references of other cl asses, Or
series of -,d  Shares in the event  ofariy  liquidation,  dissol  ution,  or win
ng-upofthe

di C~_ Coany, whether voluntary or involuntary, (except when there -shall .,have
been CAW".a felec 'on for  conversion by the Holders under Section  4(4),,,hereu
de lions,,AalLh - been- Ifilled fora, ave 1b conversio
n-bythe,Company.,as. provvidedtim,.

Section 4(b) hereunder, whether or not notification thereof has been made by the
Company,  (unless the Company shall  expressly  give notice it elects -,riot to.
require  such  conversion)),tht  Holders of the Series B  Preferred  Shares-then
outstanding  shall be  entitled  to be  paid,out  ofthe  assets  of the  Company
available  for  distribution  to its  shareholders,  whether  such  assets.  are
capital,  surplus,  or earnings,  before any payment or -declaration and setting
apart for  payment of any amount  shall be made in respect of the Common  Stock,
-an  amount  equal to $ 4.00 per  Series B  Preferred  Shareheld  thereby,  less
accumulated total dividends  paid-thereto (but not less than zero).- If upon any
liquidation,  dissolution,  or winding  -up of the  Company,  whether  voluntary
orinvoluntary,  the  assets to be  distributed  to the  Holders  of the Series B
Preferred   Shares  shall  be   insufficient   to  permil  the  payment-to  such
shareholders-of the full preferential,  amount aforesaid, then all of the assets
of the Company~tob  ebstributed shall  be-distributed  ratably to the Holders of
the Series B Preferred'ShaTes,  ~ubjecfto any rights or preferences of any other
classes or series of Preferred  Shares,  on the basis of the number of shares of
Series B Preferred Shares so held.

(b) Payments to Common Stock. After the preferred payment of $ 4.00 per Series B
Preferred Share is made to Holders of the Series B Preferred  Shares the Holders
of the Series B Preferred  Shares shall be entitled to share with Common Shares,
based on the adjusted  conversion  ratio of Preferred  Series B Shares to Common
Shares as if converted,  and as to other  Classes or Series of Preferred  Shares
based on the  conversion  ratio of said Shares to Common as if  converted  or as
otherwise provided in the rights and designation's

thereof  as may  from  time  to time be made  by the  Board  of  Directors,  all
remaining assets of the Company to be distributed.

(c) Effect of  Adjustments  of  Shares.  In the event that the number of outstan
ding

Series B Preferred  Shares are a~ojuste_d  by.stock split,  revers . e split, or
other  corporate  action,  the  preference  itatie'd  herein  ~hail be  adjusted
accordingly.

2. Merger, Cons6lidafio'n.

(a) Preference. Subject to the rights and preferences of other classes or series

Preferred Shares in the event dfa~ny merger or share excb . ange of the Company,
or a sale or other  disposition of all or substantially all of the assets of the
Company  {except when there shall have been eithera  notification of electionfor
conversion  by. the  Holders-under  Section 4(a),  hereunder,  or the conditions
sh.all-hue-been-f~lf-illed-for a conver on by the Company as provided in Section
4(b)  hereunder,   whether  or  not  notification  -thereof  has  been  made  by
the-Company.,  (unless-the. Company shall expressly give notice it elects not to
require such  conversion))  the  Holders-bf-1he  Series B Preferr~d  Shares then
outstanding shall.be -e~ntitlddv- re.pei*e-r!!~ _,apyw  ayment-ordeclaration.and
setting  apart for payment of  a-n-'y-amou'nt.'s-hall-"be~,mE6ffi~in  respect of
the  Common  Stock-,   for  each  share  of   such.Scries7'3-`Pfbferfed*   Stock
sb1-he-l&,z,,  in-cash or in securities  (.including,  without limitation,  debt
securities) mceived-from the acquiring corporation, at,the closing.of any

such trans
Uifl7 tie BPreferred Share ess actim  an-amount--e  -6s- -total a6c U_m` dlaitcl
~di"Vid6nds-'.;thedevenCthafthe'number  T~rdf~i-r ares are split, -reverse split
6f'other     of     outstanding'ea-sh"s;,B~-      corporateladion;      TheAptef
6ence'djusted*accordingly

 .  ~b):RerriainingTroceeds.  Subject to the ri , gbts and~preferences , of other
classes or -series ofPreferred  Shares,aifteuthe  payrnenfor,distribution to the
Holders of the Series B Preferred Share&of the  fullLpreferential.  amount', the
Holdersl:of the Series -,B Preferred Shares,  Holders of other Serieslor Classes
of  Preferred   Shares,according   to  the  Rights  and   Designations   thereof
and-Holders-of  Common.Stock  then outstandirig  shall:be  -entitled to receive.
ratably

xvith,all  Series B Preferred  Shares  treated as if it had been  converted into
Common  Stock  pursuant  to  Section .4 hereof,  all  remaining.proceeds  of the
Company to be distributed.'

(c) Valuation of securities-received  pursuant to a-merger, share exchange, sale
of  substantially  all the.assets or  siinila'r"transaction.  In the event thata
transaction occ hr,

pursuant  to which  non-cash  assets are-  received  and  towhich  this  Section
applies,t  assets recei Ved for the purposes of this Section  shall be valued as
follows:

(i) If the  assets  received  are  securities  that  are'listed  on NASDAQ or an
exchange,  the value shall.be  deemed to be the 3 day high average closing price
(or average between' bid/asilif OTC) 'on such exchange or NASDAQ,over the 36 day
period  prior to the closifij of the  transaction  by which the  securities  are
received.

(ii) If the assets received are of readily ascertainable market value, then that
value shall be used.

(iii) If the assets- are -unlisted securities or -other -assets that do not have
a readily  ascertainable value,  the.Board,of  Directors in goodfaitb will value
said assets.

(iv)  The  fact,that  assd.ts.,exist.which.may~.require~a'valuation  process  as
described herein shall not delay closing the,transaction by which the assets are
being received.

(d) Notice, With respect to zny~ transaction which involves a merger or exchange
of shares, or a sale of substantially all 4he assets not in the-ordinary  course
of business,  the Series  B,shareholders  shall  receive not  less,than ten days
notice-of the transaction and the terms and conditions thereof.

Vating'Rights.

(a) Each Hol der of Series B Preferred  Shares  -shallFbe-  entitled to vote -on
aff

Board-of

~-matters whatever upon which shareholders may vote, includirfg--election of the
Directors and, except as otherwise expressly provided heroin,  shall be entitled
to the -ibe

-_,thun    r~    ..-to    wh    es~-    0;,motes.xhat     equal    the    number
of`~Common_Shidhssaid-Seri  2it, 'iT -C Shares  fbr~ea_61h.L'~.:-i  M6 6& Shares
could  be,convertedlbutmot less th=-2 ommon I~rqforred Share(adj usted forconslo
idations zhddi'vidends -of Common- Shams)_

(b) Unless  otherwise  required by law,'Senes B Rreferred  shareholders,  others
Series Preferred shareholders (subjeatto the Designationsr,thereof),  and Common
shareholders  shall vote  together on all matters  upon which  shareholders  are
permitted to vote and not as separate  classes..,In  thos;  casesrwhere Senes~ B
Preferred  Shareholders are required by law to vote as a separate  classthe vote
required by mid class for approval of the proposed  action  -shall -be. a simple
majority of the class.

(c)  Voting-rights.shall  be.adj.usted  in  the  event  of  adjustments  in  the
Conversion  Ratio,  except that.  increases  or  reductions  that apply  equally
to'Series B Preferred  Shares and Common Shares shall not cause an adjustment to
be made,

4. Conversion.

The  Company  and the  Holders  of  Series;B  Preferred  Shares:  shall have the
following conversion rights:

(a)  Ri-ghtto  Convert.  Each  share of Series  BrPTeferred  Shares  'shall  be'
 .convertible, if there shall -be sufficent Common Shares authorized and issuable
therefor at the option of the-Holder as  provided'i  In-Section  (c) at any time
aRer September 30,1999.

(b) Automatic Conversion at Election of ComPany.

(1) Each.share of Series B Preferre&Shares:shall  automatically at the el ection
of the Company  -be  -converted  into  shares of Common  Stock based on the then
effective  Conversion  Rate set forth in Section 4(c) hereunder (as adjusted) if
any  one  of  the  following  shall  occur:  (A)  The  Holders  of  5.1%  of the
Series~B.Preferred Shares outstanding have given .notice of electim.  to'convert
asp rovided herein in Section 61 (B) The Board of Directors of the Company shall
have approved a plan of  reorganization,  ekchange,  merger or  consolidation to
which the  Company is a  party...  -,or-an  acquisition  of  the~Cornpany;~  (C)
Immediately upon the -an eff ti

closing-,of -anecdvewritten public, uffering-pursuant-,to registration statement
under the S=udties_Aaof' -1933,  asamended,:with  respect to the Common Stock of
the  Company   (inaluding-shares  rg  isterC  -by  selling   -Scries.,BPreferred
shareholders) where the amount e d ofsuch-securities  sold  -is-~$-.M,000,000 or
more; (D)Vhen,  the Company (E)After the Common  .ShaTes.shaU'bave~-been:.Ij~t~.
SDAQ  for  a-penod;of  not  less  than  -thTee-,mdhths'  e -,ev  pati -ft & pec'
ed-irrpar V.. aph-A(b)(i) i~,,U -the
-bocurren'   M"   ents   s  Ifi   ffie,.,,ele   (Jfa-to   the,   ~Ah&t   clion'.
,Iiaiblo~i~ng,somade,,byThelComt*n  Y" rp aT  hal  tstandintshards.-,of  Serioj&
0-11 -Rrp  ~ioally,without-.44~1-  tion4bylhe Holders of such Series B -hethe~_-
otthe  certificates-representing  such  r  Preferred,,-Sha~br'iid  _W  Series  8
--Pre-fer.red,~hares..aTe~,surrendered,,to the',Company. ~or its transfer
agent;. provided -however-,that the. Company -shall not be -obligated to

cer-tificates,,e-~i.dencing.t-he~shares~of.~Common~-stock      issuable     upon
the-eco,oversion:unless,the,certi-ficates  evidencing  such  Series B  Preferred
Shares -are either delivered to th6'.~Company  or,  its-transfer  agent,- or the
Holder  notifies the Company or its transfer  agent that such  certificate  have
been lost,  stolemor  destroyedand  executes an -agreement  satisfactory tothe .
Company  to   indernnify   the  i  Company  from  any  loss   incurred   by-Itin
connectionxwthzsuch  certificates.  The  conversion  shall  be  deemed  to  have
occurred   immediately   prior  to  the  business  day  on  which.the  Series  B
certificates  are to be surrendered~  -and-Ithe  person  entitledto  receive the
Common shares upon such a conversion  shall be deemed.a  Common  Shareholder  of
record as of that ~ date.,:

(c)  Conversion  Rate,  adjustments.  Except as  provided  elsewhere  herein for
adjustment of conversion based on share-price, recapitalizationor other factors,
the Conversion Rate is Two Common ~ Shares, for One Series. B-. Preferred Share.
The  .Conversion  Rate shall be subjectlo  adj  ustment,from  time to.,  time as
provided below;  no adjustment  shall apply after a Series B Preferred Share has
been converted.

-(d) Mecbanics,of Conversion. Each.Holder ofSeries B Preferred Shareswho

,desires - to convert.1he  same.into shares qUCommon Stock shall suri--ender the
certificate,  duty  pridorsedat-the  office  ofthe  Company or of any  -transfer
agentfior  the  Series B  Preferred  Shares or Con  mon,Stock,,and  shall.  give
Written.notice  to the  Company  at such  office,  that such  Holder  ele'ets to
convertthesame    and    shall.-state,iherein-the    number    of    shares   of
Series,BPTeferred   Shares  being   converted.:.   Thereupon   the  C  panyshall
proMptly.is  d deliver to such  Holdera  certificate  or  certificates.  for the
number  of  shares-~pf   Common-Stock  towhich  such  Holder.i5   -entitled.   .
Such-conversion  shall be,  deemed to have been made  immediately,  prior to the
close-of business on the.date,of such surrender of-the certificate  representing
the  Series B  Preferred  Shares to be  converted,  and the person  entitled  to
receive,  the, shares  of-Common Stock issuable upon isuch  conversion  shall be
treated for all purposes as the record  Holder of such shares of Common Stock on
such date.

(e) Adjustment for Stock Splits and Combination . If the,  Company at -anytime r
from  time  to  time,.e  ffects,  a  subdivision  of  the-,  outstanding  Common
Stock-,the-.::-   -,onv  ,effect   -immediat-.rsubdivis'~shafl-_e   -that,   -7b
-ersionRate then. in I on m to .Proportionately  increased,  and conversely,  if
the Com pany at anytime or fro -time Aj,  in.e.-combines.the;,outstandmg  shares
of Common:  Stock-iritoa-smal  ler number.-of  shares,  the Conversio' n~ Rate I
then  in.effect  -immediately  before  the  combination  shall  be.,  ption tely
-decreased.,  Any.,adjustment:,under.-t.his-,s.ubsec-tion.~q)~sliall,'..6d  rt a
effoctive~;At4he  close,  ofbusiness-  on.  the  date  the..suhdi.Vision.   or.,
combinatiom,   Deco  m.es   v6.-   -S.4aivisiInY~or.com   binations   of  Series
B;Preferred,Shares~shall  be !final  adiustment..to  -the  ~Convvrsion  Rate,to.
reflect. st6ck,',,-splits--__
qomputq.the
-and ~combinations.

(f) --Adjustments,for Reclassification,  ~xchange and Substitution. In the event
that at any time.~or  -from.time to -time,  the Common Stock issuable.  upon the
conversion  of the  Series B  Preferred,  Shares  ischanged  into the sam e or a
differe.  anumber  of shares  of any class or  classes  of  stock,  whet-her  by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination of shares or stock dividend or a reorganization,  merger, exchangeof
shares, or sale of assets,  provided for-els6where in-this Section), then and in
any such event each  Holder of Series B  Preferred  Shares  sball have the right
thereafter  to convert such stock into the kind and the maximum  amount of stock
and  other  securities.   and,property  receivable  upon  such-reca  italization
reclassifieation or

_p
other  change,  by Holders-  ofshares.of  Common  Stockinto  which such sharesof
Series B Preferred Shares could, have been;converted  immediately prior -to such
recapitalization,  reclassification,or charige,all subjdcl to further adjustment
as provided herein.

(g) ReorgMizations, Mergers, 'Consolidations or Sales of Assets. If -at any time
or from time to time there is a capital  reorganizationof the Common &Gck (other
than a recapitalization, subdivision, combination; r6classification, or exchange
of shares  provided for  elsewhere in this  Section) or a MeTgeT  orexchange  of
shares of the Company  with or into another  corporation,  or the sale of all or
substantiallyall of the

Company's  properties  and  assets to any other  person,  then as a part of such
reorganization, merger, -consolidation or sale, provision. shall be made so that
the  Holders  of the  Sen'es B  'Preferred.:Shares  shal 1:  have  tfie-~  right
therdaftdr-to  cbrivert  -such stock into the number of shafts of stock-or other
securities  or  property  towhic'h -a  Hold6r,bf  the  number.of  shares of Comm
oneStock   deliverablempon   conv&ss.i6n   would   havebeen   entitled  on  such
capitaltdorganization,   merg6r,  -consolidation,   ousale.  In  any'such  case,
appropriate  adjustment  shall be made in the  application of  fhe~pi6visions_of
this'Section  with  respect to the rights of the HoldeMbf the Series B Preferred
Shartvafterthd-~ reorganization,  merger, consolidation or sale to the end, that
the,'Provisibns  of this Section  (including  adjustment -of the Conversion Rate
then -in -eftct'ahd the nuniberof  shares  receivable upon conversion -.Of the I
Series B Preferred  Shares)-shall  be  applicable;  after that  event-and  be as
nearly equivalent as may-be practicable.,

(h) Sale of Common Shares Below S2.00 pqr S are'
_O)After  Sune  30,1  99.9,4fkany..time.or  ftom.tim&-..to  tirde'i-the  Company
issuesor--sells,torisded         dd-by-the:expr.e~spr6,~isioris6fthis~siib~ction
'sharesbfCoirfimon~Stact(as   orilVe   ectiv   "he~r6inafter   de,pr-i6e,~(se4he
then-txkiAing  n. ~d  :the-initrea'se  bbing  computed to  bhversio  'Rate shifl
'e:45crease   :e   ect-,the   pToportio    q;Wepease,    in    viiceover:a]lof,,
ffi-&-previousIv  T nat uld-prbduce;  purpose of making any adjustment  required
-under subsection  4(h)(~),- the  consideration  received by the Company for any
issue or sale of securities shall
(aa),lo.the  extent,,it.cotisists  -of-,.cash  be.,computed atthe amount of cash
-for  which  the  securities  are  sold,  (bb)  to  Ahe,extent   it,consists  of
'propertyather-Ahan,cash,  be  compatedat-the  fair  value of that  property  as
determined in ~good. faith- by the BoaTd.

 .(i) Fractional  Shares.  Series B, Preferred Shares may be,issued in fractional
amounts.  Reservation~of  StockIssuable Upon Conversion..  -The Company shall at
all    times     reserve;     and    -keep     availableoutof     its;authorized
b-ut,unisgued!shares:of~C-6iimon     Stock,:     solely    for    the    purpose
of,.effecting:thetonversion of the shares of the Series B Shares, such number of
its shares of Common Stock as shall from: time to timebe sufficient to effect
the conversion of all outstanding  shares of the Series B Preferred  Shares that
shaltbe  converti  - ble  at-that-time;  and  if at any  time  the  -nurnber  of
authorized  but  unissued  shares of Commow  Stock- shal I not  be-sufficieritto
effect the conversion of all then-  outstanding  shares of theSeries B Preferred
Shares  that s-bAll  be~convertible  at that time,  the  Company  will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its. authorized but unissued sharesof Common Stock to

such  number of shares as shall be  sufficient  for such  purpose.  Should  this
action require the affirmative vote of the Holders of Series B Preferred Shares,
whether  as a Class or voted  with  Common  Shares,  said  Holders  of  Series B
Preferred  Shares  shall be deemed  solely for this  purpose  to have  consented
thereto,  and shall be  deemed  to  irrevocably  constituted  management  of the
Company as their proxy and  attorney in fact solely for this  purpose to execute
such documents as may be required to effect this consent.

5. Effect of Issuance of other Series of Preferred Shares

(a)Nothing  contained in this  designation  of rights shall limit the ability of
the Company to authorize  and issue other  Series of  Preferred  Shares or other
classes of Preferred  Shares with rights or preferences that are senior to these
Series B Preferred  Shares or that limit or reduce the rights or  preferences of
these  Series B Preferred  Shares.  In the event that other Series or Classes of
Preferred  Shares are authorized and issued,  unless  otherwise  provided in the
designation of rights of said other Series or Classes,  these Series B Preferred
Shares shall:  vote on all matters based on the  conversion  rates  adjusted nto
common  shares,-~provided.  herein,  and said such other preferred  shares shall
have such voting-rights as is provided in the designation thereof There shall be
no  class  votes   ofihese-Series   B  Preferred  Shares  unless  said  vote  is
non-waivable and is required by-law Unless otherwise provided in the designation
of  rights  and   preferenceg,~.',bfoth.er   lial'!  b-  preferred  shares,  any
preferences of these Series B Preferred  Sba'res,s 'ratable with other series or
classes- of Preferred Shares that may be
               .7. designated.
Dated this 15th th day of June 1999
               By: /s/ Mikiko Fujisawa
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 1111211999

Of MUbw Bminess Group, Inc. Pursu t6 &6tion 151 W -of 7-Itle 8 of-the GeniialCor
- A 0 *6 he i~le aht ' po it la ~ ft S- of De Ware and A rticle Kof tho Articles
-  effi   rafiom,the&   ~Idiihereb~   designate   ts  and  qudlific  The  voting
powepreferences,  righali-ons'l6itations,  and  re-stricti6m  o  -Series  C  1~i
ed.Shares". And there isauthorized.-Io be:is;sucd40r'000;000  shares;thereofwith
the following rights, tc= and-pref:rences

klQft i - -ri In -pre, -:o other 'Rif 'N ds,-.-Su*kf 6- _d^ f c. asses r series,
h 6 03 6" d, 0 ip  PrcfmTed,Sha=1cxcaPt  When there  shall  have,  been either a
notificz-flonof election for con~6isiork_b  .,y,UWNd'01d6r,tz-orl&-coikdon  Sto.
hs 'he'  Aft"ihall  have 7-77" 7. -~41 co"5 -, - A; 4- -5 -f -. ~ PFPY Actioic -
X. W -or no;,~rq a qq!k.  ereof has a- mpany Y v ifle'-d  t07 Uie  shall~.4pnjsl
1ii1M  ladry.,  r  therefor  apon.,quing  re p  1~7  ~- 1  "1  7 - "  ce  of  10
*,_*n,caihdi_viden -WYA,777~74 77 totalace Addimu'lends per ~en'I=C_Prehe Thesv~
dividends  ,y - =dShW  h,014,0web  sh~all_be - i - . - _Y~  Y~thoiaoord  ,pa 0 -
shares shall be non-curnulative,  them "I be no minimum diAdends,  and no rights
shall accrue
to  the   Holders   ofthe~Series   -C  Pref   vlenttlat.   the   Company   shall
fail,to,declazzior.,' di "dends- the Seni-6,C-Prefin-ed -Shares, wheitheror. not
the                 par                 ;                 V.1                 on
c=inpcof-thei~C,ompt6y-itf-dwprevious-fis6g-yw-,-wttemfficiat,lo-        ',sUc-h
dividends   pay  in  whole   oTinpait   In  the   event   that  the   number  of
ouWAhdink9e6e,4'C?rAferrcd  Shares are adjusted by stock split, reverse split or
other  corporate  action,   the  prefervmce  stated  herein  shall  be  adjusted
accordingly.  Tbc balance of any suchdivid -so dedla' r-cd,ihall be allocated as
between  Series C  Preferred  Shares  and  Common  Shares,  as if said  Series C
PrefckredS  Iiidbocn 66mirQ-6 Con- m on the Conversion Ratio (as i M- 16 y othir
'. c . lasses or .__ senes ok'Preferred Shares in a=rdance ~wifli fh~ii 6ts
          2.00 ~jqi~6tio,ii"Ri0ti"61,Se' CPiefeffidS6'

(a)            Prehcrenc  Su~ject to the.righ and pr;f -.,.,of  other classes or
               series  - - -p , g=cL of  PTeforied  Shares  in the  event of any
               liquidation,  dissolution,  or winding-up of the Company, whether
               voluntary  or  involuntary,  (except  when there  shall have been
               either a noti.ficidon of election for conversion

Arnanded WAUrM PapfIrred Shares, Swim C V929

by,the Holders  under,SecUon 4(a) herpmdor,  or.:tIne  cqn4idqns~shall have been
fulfilled for a conversion I~y Company as provided In Section 4(b)

hereunder, whetAcroof has been made by the

IAPtifiCatiGn  Company..  (unless the Conipany  shall  expressly  give notice it
elects not to ,rpq 4; the edes, referred ares jiqh-conversion))~ 1~*k ofthe-S CP
Sh Apz~  p~shallbcvnthl  tD._bcpw4.,ouuofJhc  assetii 4 the' od )ai,  u~onto,iii
cr-suchassets -are cdoiw. surf4greany payrne . nt or do laration gs, 00, setting
apart for payment of any% amount  shall be made in respect of the Coa=on  Stock,
an amount equal, to S 1.00.Der Series C Preferred Share ess" W- "t divide dipaid
thereto  (but not low held  thereby,  I ""a6cft , ktad than Zero).  If upon ainy
liquidation,   dissolution,   or  winding-  up  of  the  Man  Yj"Wbether-  -assd
lo~bbidistributedw  V unfvy, ;01 j~the, ts the Holders of the Series C Pref;rr6d
Sham  shall  be  insaifficim"o-permit  -the  paymcM  -  -Ashareholdeis~  the  AM
preferential amount aforesaid, then- alLof the -assetsof, the ~C- orn~any to -be
distributed sh#1 p.,~distdbute&4-  ratably tolheHoldm of the Serie's C Preferred
Sbares,  M%jeCt W MY--- ow  othcr,cla  res-bagedowthd',co  th,;WLM~  ~dnv ~ZVW`o
tild6~' 0 ~~gkrhorn-UMCA,641m 4,5o stri -ir=gdiqg-lasseiiof,,thecok4awto"t)i~ffi
buted.  Effectgf  A~dlq=oiftsy Zveilt --a nu~iki of standing  cerefor-red-Sharld
are  adjusted-?by,-stookspli~,ravasd  -$Cries &here  action,  pref ==c state be~
3.00 Mervkr,~ PPM04 (a~ pr*
er asses
_nces pf oth A or.,sedes  Shares in e eve f pt, o ;ny. mgger or share  exchange,
of the  Company,'ora-sWeor'o-,ther.~l.-,wA6'~4.all;6r-oubstmtiW'  7`~  assets of
the CC,pemyMi6rca pn notification of election for conversion by the-Holdersunder
Section  4(a),  .q. ,U or-a 'on by the  Company  as  provided  in  Section  4(b)
hereunder,  whether or not  notification  thereof has-been mad&by the Coirnpany,
(unless the Company Amended MMnx PrPager2d shares, sarles C V9.U shall expressly
give notice it elects not to require such conversion)) the Holders of the Series
C  Prelen-ed-S*qsffien  outstanding  shall  be  entitled  to  receive,  bef6many
pAym,~ntjq T. 4eplo#eq 2~R~4g apart for payment a MM94 , ;ock, f oaq amou, f t~h
or each shimbf C W,.in zgh or. in securities
luding,   without'16i   on,  debt   securities)   received  from  the  acquiring
corporation,  at the, closing of any such transaction,  an amount equal to $1.00
per Series C Preferred Share, less-total accurn4gted'dividends paid thereto (but
not less than zero).  In the event that the ~~ of  outa=ding  Series C Preferred
Sham.are adjuste#~Iy~tp* sp4 3myerse split, or other


(b) R g Proc I i~  'and  prqfarences  of  other  cla!  ise I s 1. or  series  of
Piefa-rred  ShapBs-after-the,  rnantor distribution to the i1irs of I prefe ed~'
     Shares of -fill  F

(C) of substartic'y  ;I&Iiil assets a or  transactiOn.ow,  M-.,PWB =- ed. and to
'which thi S app. s , ection 't.1m.imc-b~m:eivedfor~-the.purposes of this

Section gWl'be VMued fbUOWS:

as

(i) If the assets, received are securities tMt an listed, on NASDAQ or

an exchange,  the value shall be deemed to be the 3 day high  &verage,qlosIngpnc
~.ouaveMqbetpme  -Wd/askfif OTC) on such eicharige'Or NASDAQ over the 30 dayp od
or to the -closizig of the transaction by which the securities am received.

(ii) if the assets re , ceived - of  Teadily,43certainable  market  value~  then
that value shallbe.used.

(iii) If the assets are unlisied  securities  or other assets that do not have a
readily ascertainable value, thetorsin good faith will value I S . aid assets.

(iv)  ,~fwffiatas3ets-exist.wliichmay-re  -a valuation  process as qmm described
herein-zhall  not  delay-closing  the  transaction by which the assets are being
received, Amended Well= PPager3ed Sharm, Berim C V9.29

Witb- (d) Ngtj~ on which involVes a, merger or efth" if b Assets not in the UrMo
IM9.1 ~O's
C.A~64ers shall receive not action and the and conditions  AessIban  tenAii6~ ih
,th 4.00 V-~ftg Mob (a) -Each H' d r C_PrtfiirtaS~  '_SbAllU entitled to vote on
all ft  Wh&c'v'tr,'V-po-n,,W  6-4 1. a' . ay I-- yotq,  MOluding election of the
Board of Direct6rs  and,  exccpt~as  otherwise'e-xpr'e'ss,l,y,-provided  herein,
shall be entitled -to &e number of  yotes,"that  equal the number of Common 10 W
converted  shi o_ d W` a- vi sp -ig  kend  ~~ '~ d t  psi6d  pxnnionS6res).  0 U
_061,6  Tequ  ed,-b  a  es  Pf~`i   hirehold   iffi-  y  S,  MI&AIP  ~1W-  Desi'
tRm';_`s,therepp  &W 1 gnaqf 'o 75  ttedA&V'  6 e-, "no  asileparate  claiies e,
~~I-~`;-  ef 4CIp ~ W7M d are,req y, aw to vo- te as d"' ase ft  Ir*fW'idd*,"iId
aofIhe_._  I-para  f9k ro  -of-the  class.  be--a  simp y AM, UU; 3 Mo- n ~o pit
-cqtwjy to Of" "R 116.6 ons 'C "P696ife S~ ~shlll not -cause an adjustment-to be
made. "Convenion'!  Thp-'Compio~'thsballdhavefthei~ries- Mg followingconversion.
i 'h -1.00000 Rilaht to CQ rt. Each share of Series C Preferred  Shares,shall be
Zonve~  ibld~thbui6l  4hall  be-W "C  authorized  and  issuable  therefor  atthe
optiou;dihi~H Idei it pn~dded in Section (c) at any time afta December 31, 1999.

(b)            Automatic- C-onvefti& idEli6ti~pf Corn

(i)  Each  share  of  Series  C  Pref=cd  Shares   shall.automatically   at  the
eJectkm-of.thwCJin     -    ;J    a    15adve     Cbh*crsi6n    Rate    fo    in
-Stockbased-,Olsetfrthhefi  -111A , Section 4(c) herezmddr  (ass.Awed) if a I ny
oxic of the followin Afnendvid MIUnxPagef4nvd Sham, Swries C V9M AJ 4 ~%, le es-
Shal!1-60=`~(A)r   The,   HdIi-dersbf   5j%bfthe-Siri   CPreferred   -Shaics  ou
havitilvev"I'loti6c   oftlictio-a   to  convert  as  pided.   in   Sb66ah;6;-(B)
TT-h6-Boka--of-Vh=  tors  of the  '~P  "0  -CM6  dia  Miie:Oprov,  tf too  gdon,
exchange,  C erdr  ompany is a pam,  or an '~Rcq PC,  -me Y- , ~ tim clos ing of
registration with shams .......... (D) When -the

Co;npai~Y.slialfta;4 &P06i&6f$'10--,000A00 or more;

(E)After  th*;~Ctim~  Sbart~hi4b^6'`ezi  -listed  on NASDAQ  for a period if not
less,than  flizve,  months.  graph the  Shares  diall the  cilcvi es~ or not the
'Shares are x, id ;p vi to d' Ue c X-OPPYI,  issuabIe upon v s a Series C or Its
transfer  wefflapk~ ffi6 d- ageM or the Bolder notifies the Com or *tq,tr -%fi t
that or, stfo d,,.and  executes an ye agreernent  iidiew y C' '0 to -I 6;ih~ the
Company  :roin.  "--'dby-it'in6  on i4th any  SSr'Ifidu I rie  certificates.  -7
ber~'converslotfth& de~lohavi6cc immediately pnor W tk-b are to be' e owentid "'
to'Tective  e  on=on  e~d  -.-A  C  ~t  upon  si  IckikWiv  -  em  .  owobIff-be
deeifiMl~omrnon Shie,661d6f" -of r6664 ii or, th, t 'dij (c)-, 'Con-y6ftiokRaty,
f4witrnerits.",  lt~ept as '. pmviijilledr e JjS~ere herein for an or other "on,
'adju dftaii ion,

SerieS  C  factorsi'llhe  C0nUeneionAAe'-'-  ~  fidcorninon  on  te_' I bt b" dt
toadjustment  from  ?refbr-rdd  'Share.  T-IeC6n  time   tottim'-e'"I!~-,PrOdddd
be-AlC`iAi-P-`n&"  .p a Strip py cr a Prefenvd  Share has been  convi~rt6d.  (d)
Mechanics  of  Coriversiom-  Ea~h  J4oldleri  (if Series C  Prefened  Shares who
desirUs to convert  the'same kto shares of Common Stock shall sun-ender  Amenftd
Milinx Prwhrmd ww", sems c vs.29 pap 5 th ~F~,  uly-endors gftjo 4~pfftConq=y or
of any YTI~sftF-agep  Series C.P~Mfexed  SharewCommon Stock, and shall that such
Holder W*qi  notic,,;-V,*-Qqm_panjM  Office pgv,  ~",~#Aglmwp  .00 the number of
sham of RM* ~7 -
shall for ad. 4 !h,,po.  or to -Ahe,  of the =tif icate nverteA d son .th d i~co
an the per entitl #iq.!s -.,$WWw upon such M uable "the,  purpo 4*cord Holder of
such  sharcs,-6tcomm  Stock-on  on,__  (c)  AdLugMg_qt,fbr  ss.ta &  Solits  and
Combiggtons.an _Wth CovWoy~ f-~tbe outstian ding

j  ..qff'ptiMMe40t0Y_  ore k9n om ~Ate :bef MY P03,MRSOM and conversely,  if tbo
-M.  60  -the  OUt3tand-ing  Ines  --shaiis~Urt-ammo  :8to  k4pto..  -Conversion
6m~i~ybpfprqlthp,  0 -subsection, (a) shall -~Xl 7W=_ T f bw -thesubdivision -or
s C -'ons.  zvj R nix Inthe event J0 ailol~ to& po Ihe  4-yMeAq~A  eX,,qM  "~,"S
issuable u n in 0 enei JRrt - to the same or a -of  gq)~cjas qp stocl~,  whether
by ree on,  -t.qr.P*r0*IqI*,than  a subdivision or ;com, 0 Om, Paz ex shares, or
s4l"f rovidek,  cts,,,p ~, j-* el qi saw here in this  da,;nrmch-event.each,  AD
Series C Preferred Shares.shall hi ri&,~to.c'onvertsuch  stock into the kind and
-of   stock,andic?#k   unties-andprope   J,  #y  bl,  DA~4   K#p0itall"   pqni~*
_,k;#LcMA3p-Jpther   chtmge,   by  COMMOU,   :R0*4raS  Of  SCriC3  C  as;  could
haynp,beqnpq~l   W,!F0   #ptglyrprior   to  such  _MpqInI*  iifl  ~o  -chap  ~;q
0.0-1Wfirther idj!"o;`4--~ -i-l-, -bj wanentas prov Min.

-9.00000 RepEMizations- MIMers. Consolidations.or Sales atAssets. If at any time
ortram time UAI.Wi _peoM on of the Common  AMD.ndad MQInx rW*rred  3hans,  W06 C
V9.2g I  Stock  (other  th= A  rmapitalizatiQ.116,  sFb-4iAss.ion,  combination,
reclassification or qoang; of,~_ yT,'  ~*,for-,;1semhere in this Vtthq,q()fnpany
with or into anothe;.coqqropr~ so substai~ Lof the Company's propotes.gpd,assets
tq-,2ny.q  ,Okep  1-14,parvof  -such  reorpp~p%p  c-9 psal;  r si 4WI be made so
w,44p~ piq 'Fr-qA-m -that t be-Rolders  of~the-Seriea  Aares,shatthave tha sight
thereafter  to. such- of  J#tqfiWp~of-  Shares- stock or other -WL,  ~JoIO.q~ of
=Niowwoul& -been entitled on 'P 4 hm w Q~I~Stoc v V _'P _91~ConV n. MMpri conpli

r"I R=Zabp ~~or sale Ih my such 'cM of the prov*j*--of-Abi-rca~p -the Holders of
the #on,with  _pqcvtcJbeiriSbxs.of..  goriiib P- t md9a,  consolidation e 4-_ ha
pro, IS ,.,orsal  i9psof thi's ~j4qcfl=  ~Cmcluding  adjustment of  t-hcCozrvczm
~*qin      t-and      ithe~nusnber-of-,shares       receivable      0      upon,
convmion~ofthe-:SeTics.,(~Pi-i~.f_,w,,ed-  -ba,, al -,bd  applicable  after that
event and W~n'culy equivalent as may-In practicable.  (h) 'Sale of Common Shares
]aglow SLQO-pz Share, 7~71 After.~e 9 -ia  ~,tEmetor,~,from-.timt,,to~time,  the
at _W, *~3 CO si 's-of 3,qr WAy-express  provi on thissub I hav 4 diti6rdlzharis
of r 600) fbr.  tflectivc ~ price (as  Commonsi;&'  hq--inafta  ded  'hereinafta
dqf(ordastatustod       -idediii,sectiohs       (c),(J~,(g)       pwi      _)Ahm
-~dd~anyAotheradjustmezsts    provided    Jn    herein    ai4i'.~eachsuchwo--Ihe
thewcxistinwConversion  Rate  shall be  increwed,  increase  being  computed  to
reflect  the  ppo  'c6mmon-SharesaWk  cewould  preduce,(U)  For the  .-.,pur  ~q
ust=trequired  znder.,subsecdon  Pos~  f;4~My ;dj  *W~tbeZGnsidqation  redeived-
by1he,   CotrIfAny.,   -Ior  any  issue  or  'Oalc~of   se=-'U;&  shall  ~.(aq).
toAhe.extentitconsists',,of  cash be 'ties  ar id,  _,pd  at-theamoupt,  cash.,$
compffi  of  -which'the.-,own  eso  -to,  zxtentit   OonsJstsof,.pvpe'rty   'the
-othert'anfeashbe  rompsted  at:"rvalue  of-that  property-as  determinadmi good
faith by the Board. W EMqtjznal-Shares.  Series. CPrefcrmd Shares maybe issuedin
fractional  amounts.

(J)  Reservation  of Stock  Issuabic Lbmn  Conversion.  'Me Company shall at all
times reserve and keep avOable out of its authorized but unissued sham

Amended  hMIInz  Pan*e7red  Shams,  series  c v9= c  Aodryffir-i6"Fifir  6ieof e
conversion  of the  sha'r'es-of  the-fiar6i"!  i6&i  of"Its,  gh~df Common Stock
tmthall-frorn  firai-164ki'a - - ciii1tto-6541 - a conversion of all Ou&Ii&"M*Ii
wtw 2  shiii~-'"l  be  ized  but  to  6-k  ~66tbi~  cfrza  the  ft`iiii~67dielS~
t"Prefen-ed  Shares  tvi -6= C 66  ~--oh b lb&-,  such  corporate  'n ss Ilie ew
increase its io M "p, bt~  'CounseL,  arY lhon2i,  'ut, ber of ft num  i~laction
require sharesm'; or su -'Pi#'Po ~,thezaffiirrn whether Asf , , ass a- C nsented
of the _ICWMPM~ e to Wcecu Isuc. 77- y. 'h RegistiestionRig ts e Z_ Thcc 6 Will,
Ri'hts  Agreement  %%rithHolders  of  enter  into A  R-04,~  C  wy-O~W~sc  3t wt
Preferre&  G.'sh6W,sv  I il -~ pwswar.  va.  4P-dhi olft H 1,6r the benefit of P
6h-4  W`M&,~I  !'0,  "Me  the.  It  -cornmis  ;514xCM=r,,cUV.dnhx;,  tv t  ommon
Stockacquired upono Serl~, V =ayi A, req =mber of Holders Y, Wing deft Milinx is
Ab  Adt.  ~b)  Anmjont~-WS'efled'S-PM  elijible  must  request  the  to  ow'.  ~
14tauce-':  9, 'Pem 111  Pstre-ti  ,to I - -IMYof  multiple 'y 4ii h QAh t~hibiv
VrI`  ffflik*'Is"reporting  under  P2 of  'anes  10  ;Ve:ritW  ~~4aV  ' of  `con
Company), the 410 I mm.6hShAr6s4n4Y demand a giSUatio , ~Wjiich.,djj; -aft"-- _C
Te   TIP   pany   Wffl**Otbr   undertake~   subject   to  the   toks   listedbel
excapflons-'andoW.,i  ti (c)  There  will be only one  demand  registration,  so
holders of Prcf=ed  Shares ty to convert and  particip4tt  in the  registration.
Amended Milinx PrafBerad Shares, Seri" C V9.29
(d)Those  not so  electing  will lose  their  regisuvdon  rights.  This does not
preclude sales under Rule 144 or other available exemptions to such a holder.

(e)            Registration rights terminate Dn November 15, 20DO.

(f) Registration may be delayed or suspended ifthe CompW is engaged in an
offering  or is about to  engage  in an  oftning  whae  the  placement  agent or
underwriter requests such a suspension, in which cue registration may be further
delayed if a lockup is required thereby.

(g) In addition,  in the event of certain  Company  events,  such as a merger or
other significant event, an existing  registration may be suspended or a pending
registratiori-delayed  so that adequate  disclosure of the event. in the opinion
of the Company, may be~ eflected.

In all cases,  the  shareholders who are selling - pursisant to the registration
will be  considered  "selling  shareholde&'and  i~ill  be  required  to  dcliver
prospectuses and other requirements underthe Securities Act of 1933.

          7.00 Effect of Issuance of other Series of Preferred Shares

Nothing  contained in this designation of rights shall limit  the,abiliry of the
~Conipany  to  authorize  and issue  other  -Series of  Preferred  Sham or other
classes  o0referasdii~h61a.sII  ses ofent that Prefen-ed Shares are, authorized,
and Issuediunless; otherwise provided in the designation of rights of said other
Series or  -Classes,  these Series C Prefen-ed  Sharesshall  vote on all matters
based on .,the  Oonvmion rates  adjusted into common sham provided  herein,  and
sold such other preferred shares shall have such voting rights as is provided in
the  designation  thereof  There  shall  be no cIass  votes  of  these  Series C
Preferred Shares unless said vote is non-waivable and is required by law.

(b) Unless other-wise provided in the designation of rights and preferences of

other preferred  shares,  any,  preferences of these Series  C.Preferred  Shares
shall be ratable with other  series or classes of  Preferred  Shares that may be
hereafta designated.

Dated this 11 "day ofNovember, 1999.

By:

Barry Philips, Designated Officer