EXHIBIT 4.1

              Description of Series A Convertible Preferred Stock









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                                                                       EXHIBIT A

                INTERNATIONAL PLASTICS AND EQUIPMENT CORPORATION

               DESCRIPTION OF SERIES A CONVERTIBLE PREFERRED STOCK

     Section 1.   LIQUIDATION RIGHTS.

            (a)   TREATMENT AT LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (i)      In the event of any liquidation, dissolution or
winding up of the affairs of the corporation, whether voluntary or involuntary,
before any payment is made to the holders of any other class or series of the
corporation's capital stock designated to be junior to the Series A Convertible
Preferred Stock, including the corporation's Common Stock, the holders of Series
A Convertible Preferred Stock shall be entitled to be paid from the assets of
the corporation available for distribution, an amount equal to the greater of
(A) $1.00 per share of Series A Convertible Preferred Stock (which amount shall
be subject to equitable adjustment whenever there shall occur a stock dividend,
distribution, combination of shares, reclassification or other similar event
with respect to Series A Convertible Preferred Stock) plus all dividends thereon
accrued but unpaid, to and including the date full payment shall be tendered to
the holders of Series A Convertible Preferred Stock with respect to such
liquidation, dissolution or winding up, or (B) the amount that would have been
payable to the holder of such share had all shares of Series A Convertible
Preferred Stock been converted to Common Stock pursuant to Section 2(a) hereof
immediately prior to such liquidation, dissolution or winding up.

                  (ii)    If the assets of the corporation shall be insufficient
to permit the payment in full to the holders of Series A Convertible Preferred
Stock of all amounts distributable to them under Section 1(a)(i) hereof, then
the entire assets of the corporation available for such distribution shall be
distributed ratably among the holders of Series A Convertible Preferred Stock.

            (b)   TREATMENT OF REORGANIZATIONS, CONSOLIDATIONS, MERGERS AND
SALES OF ASSETS. A consolidation or merger of the corporation, or a sale of all
or substantially all of the assets of the corporation (other than a merger,
consolidation or sale of all or substantially all of the assets of the
corporation in a transaction in which the shareholders of the corporation
immediately prior to the transaction possess more than 50% of the voting
securities of the surviving entity (or parent, if any) immediately after the
transaction) shall be regarded as a liquidation, dissolution or winding up of
the affairs of the corporation within the meaning of this Section 1, unless in
any such particular event the holders of more than sixty percent (60%) of the
then outstanding shares of the Series A Convertible Preferred Stock determine
that any such particular event shall not, for purposes of this Section 1, be
deemed a liquidation, dissolution or winding up.

            (c)   DISTRIBUTION OTHER THAN CASH.  Whenever the distribution
provided for in this Section 1 shall be payable in property other than cash, the
value of such distribution shall be


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one of the amounts set forth below, the Conversion Price shall be adjusted, as
of January 1, 2001, to the price set forth opposite the respective amount:

           EARNINGS BEFORE TAXES                     ADJUSTED CONVERSION PRICE

      At least $500,000 but less than                         $1.1481
                 $750,000

     At least $750,000 but less than                          $1.2353
                  $1,000,000

     At least $1,000,000 but less than                        $1.3333
                $1,500,000

     At least $1,500,000 but less than                        $1.5714
                $2,000,000

            $2,000,000 or more                                $1.8889


            (d)   ADJUSTMENTS TO CONVERSION PRICE FOR DILUTING ISSUES.

                  (i)     SPECIAL DEFINITIONS.  For purposes of this Section
2(d), the following definitions shall apply:

                          (A)    "OPTION" shall mean rights, options or warrants
     to subscribe for, purchase or otherwise acquire either Common Stock or
     Convertible Securities.

                          (B)    "ORIGINAL ISSUE DATE" shall mean the date on
     which a share of Series A Convertible Preferred Stock was first issued.

                          (C)    "CONVERTIBLE SECURITIES" shall mean any
     evidences of indebtedness, shares (other than Common Stock and Series A
     Convertible Preferred Stock) or other securities directly or indirectly
     convertible into or exchangeable for Common Stock.

                          (D)    "ADDITIONAL SHARES OF COMMON STOCK"  shall mean
     all shares of Common Stock issued (or, pursuant to Section 2(d)(iii),
     deemed to be issued) by the corporation after the Original Issue Date,
     other than the following (collectively, "Excluded Shares"):

                                 (I)   shares of Common Stock issued or issuable
            upon conversion of shares of Series A Convertible Preferred Stock
            or as a dividend or distribution to holders of Series A Convertible
            Preferred Stock; or


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                                 (II)  shares of Common Stock issued or issuable
            upon exercise or conversion of Options or Convertible Securities
            outstanding on the Original Issue Date; or

                                 (III)  shares of Common Stock issued or
            issuable to officers, employees or directors of, or consultants to,
            the corporation pursuant to a stock purchase or option plan or
            other employee stock bonus arrangement approved by the Board of
            Directors; or

                                 (IV)   shares of Common Stock issued or
            issuable pursuant to warrants issued in connection with the
            establishment of credit facilities for the corporation
            (including, without limitation, in connection with equipment
            leasing arrangements); or

                                  (V)   shares of Common Stock issued or
            issuable in connection with the acquisition by the corporation of
            another corporation or other business by a merger, the purchase of
            all or substantially all of the assets of such corporation or other
            business or a similar transaction; or

                                  (VI)  shares of Common Stock or Convertible
            Securities issued with the consent of the holders of at least sixty
            percent (60%) of the then outstanding shares of Series A Convertible
            Preferred Stock.

            (ii)   NO ADJUSTMENT OF CONVERSION PRICE. No adjustment in the
number of shares of Common Stock into which a share of Series A Convertible
Preferred Stock is convertible shall be made, by adjustment in the Conversion
Price in respect of the issuance of Additional Shares of Common Stock or
otherwise: (i) unless the consideration per share for an Additional Share of
Common Stock issued or deemed to be issued by the corporation is less than the
Conversion Price in effect on the date of, and immediately prior to, the issue
of such Additional Shares of Common Stock or, (ii) if prior to such issuance,
the corporation receives written consents from the holders of sixty percent
(60%) of the then outstanding shares of Series A Convertible Preferred Stock
agreeing that no such adjustment shall be made as the result of the issuance of
Additional Shares of Common Stock.

            (iii)  ISSUE OF SECURITIES DEEMED ISSUE OF ADDITIONAL SHARES OF
COMMON STOCK

                   (A) OPTIONS AND CONVERTIBLE SECURITIES. In the event the
     corporation at any time or from time to time after the Original Issue Date
     shall issue any Options or Convertible Securities, then the maximum number
     of shares (as set forth in the instrument relating thereto without regard
     to any provisions contained therein for a subsequent adjustment of such
     number) of Common Stock issuable upon the exercise of such Options or, in
     the case of Convertible Securities and Options therefor, the conversion or
     exchange of such Convertible Securities, shall be deemed to be Additional
     Shares of Common Stock issued as of the time of such issue, provided that
     Additional Shares of Common Stock shall not be deemed to have been issued
     unless the consideration per share (determined pursuant to Section 2(d)(v)
     hereof) of such Additional Shares of Common Stock would be less than the
     Conversion Price in effect on


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     the date of and immediately prior to such issue, and provided that in any
     such case in which Additional Shares of Common Stock are deemed to be
     issued:

                       (I)   no further adjustment in the Conversion Price shall
            be made upon the subsequent issue of Convertible Securities or
            shares of Common Stock upon the exercise of such Options or
            conversion or exchange of such Convertible Securities and, upon the
            expiration of any such Option or the termination of any such right
            to convert or exchange such Convertible Securities, the Conversion
            Price then in effect shall be adjusted to the Conversion Price that
            would have been in effect at the time of such expiration or
            termination had such Option or Convertible Securities, to the extent
            outstanding immediately prior to such expiration or termination,
            never been issued, and the Common Stock that was issuable thereunder
            shall no longer be deemed to be outstanding;

                       (II)   if such Options or Convertible Securities by their
            terms provide, with the passage of time or otherwise, for any
            increase or decrease in the consideration payable to the
            corporation, or any increase or decrease in the number of shares of
            Common Stock issuable upon the exercise, conversion or exchange
            thereof, the Conversion Price computed upon the original issue
            thereof (or upon the occurrence of a record date with respect
            thereto), and any subsequent adjustments based thereon, shall, upon
            any such increase or decrease becoming effective, be recomputed to
            reflect such increase or decrease insofar as it affects such Options
            or the rights of conversion or exchange under such Convertible
            Securities.

                 (B)   STOCK DIVIDENDS, STOCK DISTRIBUTIONS AND SUBDIVISIONS.
     In the event the corporation at any time or from time to time after the
     Original Issue Date shall declare or pay any dividend or make any other
     distribution on the Common Stock payable in Common Stock or effect a
     subdivision of the outstanding shares of Common Stock (by reclassification
     or otherwise than by payment of a dividend in Common Stock), then and in
     any such event, Additional Shares of Common Stock shall be deemed to have
     been issued:

                       (I)     in the case of any such dividend or distribution,
                 as of the time of actual payment of such dividend or
                 distribution, or

                 (II)    in the case of any such subdivision, at the close of
                 business on the date immediately prior to the date upon which
                 corporate action becomes effective.

                 (iv)  ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE OF
ADDITIONAL SHARES OF COMMON STOCK.


                       (A)   In the event the corporation shall issue Additional
     Shares of Common Stock (including, without limitation, Additional Shares of
     Common Stock deemed to be issued pursuant to Section 2(d)(iii) but
     excluding Additional Shares of Common Stock deemed to be issued pursuant to
     Section 2(d)(iii)(B), which event is dealt with in Section 2(d)(vi)
     hereof), without consideration or for a consideration per share


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     less than the applicable Conversion Price in effect on the date of and
     immediately prior to such issue, then and in such event, such Conversion
     Price shall be reduced, concurrently with such issue, to a price
     (calculated to the nearest cent) determined by multiplying such Conversion
     Price by a fraction, the numerator of which shall be (I) the number of
     shares of Common Stock outstanding immediately prior to such issue plus
     (II) the number of shares of Common Stock which the aggregate consideration
     received or deemed to have been received by the corporation for the total
     number of Additional Shares of Common Stock so issued would purchase at
     such Conversion Price, and the denominator of which shall be (I) the number
     of shares of Common Stock outstanding immediately prior to such issue plus
     (II) the number of Additional Shares of Common Stock so issued or deemed to
     be issued.

                       (B) For the purposes of Section 2(d)(iv)(A) hereof, (i)
     all shares of Common Stock issuable upon conversion of shares of Series A
     Convertible Preferred Stock outstanding immediately prior to any issue of
     Additional Shares of Common Stock, or any event with respect to which
     Additional Shares of Common Stock shall be deemed to be issued, shall be
     deemed to be outstanding; and (ii) immediately after any Additional Shares
     of Common Stock are deemed issued pursuant to Section 2(d)(iii), such
     Additional Shares of Common Stock shall be deemed to be outstanding.

               (v)     DETERMINATION OF CONSIDERATION. For purposes of this
Section 2(d), the consideration received by the corporation for the issue of any
Additional Shares of Common Stock shall be computed as follows:

                       (A)   CASH AND PROPERTY.  Such consideration shall:

                             (I)   insofar as it consists of cash, be
              computed at the aggregate amounts of cash received by the
              corporation excluding amounts paid or payable for accrued interest
              or accrued dividends;

                             (II) insofar as it consists of property other than
              cash, be computed at the fair market value thereof at the time of
              such issue, as determined in good faith by the Board of Directors;
              and

                             (III) in the event Additional Shares of Common
              Stock are issued together with other shares or securities or other
              assets of the corporation for consideration which covers both, be
              the proportion of such consideration so received, computed as
              provided in clauses (I) and (II) above, as determined in good
              faith by the Board of Directors.

                       (B) OPTIONS AND CONVERTIBLE SECURITIES. The
     consideration per share received by the corporation for Additional Shares
     of Common Stock deemed to have been issued pursuant to Section
     2(d)(iii)(A), relating to Options and Convertible Securities, shall be
     determined by dividing (I) the total amount, if any, received or receivable
     by the corporation as consideration for the issue of such Options or
     Convertible Securities, plus the minimum aggregate amount of additional
     consideration (as set forth in the instruments relating thereto, without
     regard to any provision contained


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     therein for a subsequent adjustment of such consideration) payable to the
     corporation upon the exercise of such Options or the conversion or exchange
     of such Convertible Securities, or in the case of Options for Convertible
     Securities, the exercise of such Options for Convertible Securities and the
     conversion or exchange of such Convertible Securities, by (II) the maximum
     number of shares of Common Stock (as set forth in the instruments relating
     thereto, without regard to any provision contained therein for a subsequent
     adjustment of such number) issuable upon the exercise of such Options or
     the conversion or exchange of such Convertible Securities.

                       (vi)  ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS,
SUBDIVISIONS, COMBINATIONS OR CONSOLIDATIONS OF COMMON STOCK.

                       (A)   STOCK DIVIDENDS, DISTRIBUTIONS OR SUBDIVISIONS.
     In the event the corporation shall issue Additional Shares of Common Stock
     pursuant to Section 2(d)(iii)(B) in a stock dividend, stock distribution or
     subdivision, the Conversion Price in effect immediately prior to such stock
     dividend, stock distribution or subdivision shall, concurrently with the
     effectiveness of such stock dividend, stock distribution or subdivision, be
     proportionately decreased.

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

          (e)     NO IMPAIRMENT. The corporation shall not, by amendment of
its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the corporation but
shall at all times in good faith assist in the carrying out of all the
provisions of this Section 2 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holders of Series A Convertible Preferred Stock against impairment.

          (f)     CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section 2,
the corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each affected
holder of Series A Convertible Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The corporation shall, upon the written
request at any time of any affected holder of Series A Convertible Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Price
at the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon
conversion of each share of Series A Convertible Preferred Stock.

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          (g)     NOTICES OF RECORD DATE. In the event of any taking by the
corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend which is the same as cash dividends paid in
previous quarters) or other distribution, the corporation shall mail to each
holder of Series A Convertible Preferred Stock at least ten (10) days prior to
such record date a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

          (h)     COMMON STOCK RESERVED. The corporation shall reserve and
keep available out of its authorized but unissued Common Stock such number of
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all convertible Series A Convertible Preferred Stock.

          (i)      CERTAIN TAXES. The corporation shall pay any issue or
transfer taxes payable in connection with the conversion of any shares of Series
A Convertible Preferred Stock; provided, however, that the corporation shall not
be required to pay any tax which may be payable in respect of any transfer to a
name other than that of the holder of such Series A Convertible Preferred Stock.

          (j)      CLOSING OF BOOKS. The corporation shall at no time close
its transfer books against the transfer of any Series A Convertible Preferred
Stock, or of any shares of Common Stock issued or issuable upon the conversion
of any shares of Series A Convertible Preferred Stock, in any manner which
interferes with the timely conversion of transfer of such Series A Convertible
Preferred Stock.

     Section 3.    VOTING RIGHTS.

          Except as otherwise provided herein or required by law or by the
provisions establishing any other series of Preferred Stock, the holders of
Series A Convertible Preferred Stock shall be entitled to notice of any
stockholders' meeting and shall vote, together with the holders of Common Stock
and the holders of any other series of Preferred Stock, as one class upon any
matter submitted to the stockholders for a vote. Holders of Series A Convertible
Preferred Stock shall have that number of votes per share of Series A
Convertible Preferred Stock as is equal to the number of shares of Common Stock
into which each such share of Series A Convertible Preferred Stock held by such
holder could be converted on the date for determination of stockholders entitled
to vote at the meeting.

     Section 4.   DIVIDENDS.

     (a) Dividends shall accrue on each outstanding share of the Series A
Convertible Preferred Stock, whether or not funds are legally available therefor
and whether or not declared by the Board of Directors, at the rate per annum
equal to $0.05 per share (the "Series A Dividends"). Series A Dividends shall be
payable only when and as declared by the Board of Directors and only out of
funds legally available therefor. From time to time the Board of Directors of
the corporation may declare and pay dividends or distributions on shares of the
Common Stock or on any other class or series of capital stock of the
corporation, but only if all

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accrued Series A Dividends shall have been paid in full prior to the date of any
such declaration, payment or distribution.

     (b) In the event the Board of Directors of the corporation shall declare a
dividend payable upon the then outstanding shares of the Common Stock (other
than a dividend payable entirely in shares of the Common Stock of the
corporation), the Board of Directors shall declare at the same time a dividend
upon the then outstanding shares of the Series A Convertible Preferred Stock,
payable at the same time as the dividend paid on the Common Stock, in an amount
equal to the amount of dividends per share of Series A Convertible Preferred
Stock, as would have been payable on the largest number of whole shares of
Common Stock into which each share of Series A Convertible Preferred Stock held
by each holder thereof if such Series A Convertible Preferred Stock had been
converted to Common Stock pursuant to the provisions of Section 2 hereof as of
the record date for the determination of holders of Common Stock entitled to
receive such dividends.

     (c) In the event the Board of Directors of the corporation shall declare a
dividend payable upon any class or series of capital stock of the corporation
other than Common Stock, the Board of Directors shall declare at the same time a
dividend upon the then outstanding shares of Series A Convertible Preferred
Stock, payable at the same time as such dividend on such other class or series
of capital stock in an amount equal to (i) in the case of any series or class
convertible into Common Stock, that dividend per share of Series A Convertible
Preferred Stock, as would equal the dividend payable on such other class or
series determined as if all such shares of such class or series had been
converted to Common Stock and all shares of Convertible Preferred Stock have
been converted to Common Stock on the record date for the determination of
holders entitled to receive such dividend or (ii) if such class or series of
capital stock is not convertible into Common Stock, at a rate per share of
Series A Convertible Preferred Stock determined by dividing the amount of the
dividend payable on each share of such class or series of capital stock by the
original issuance price of such class or series of capital stock and multiplying
such fraction by the Conversion Price then in effect.

     Section 5.    REDEMPTION

     (a)    At any time on or after the earlier to occur of (i) the date on
which either Charles L. Long, Jr. or Joseph Giordano, Jr. ceases to be actively
involved in the operation of the corporation's business (other than by reason of
his death or permanent disability) or (ii) January 1, 2007, the corporation
shall, at the written request of the holders of at least sixty percent (60%) of
the outstanding shares of Series A Convertible Preferred Stock, call for
redemption in accordance with Section 5(b) hereof and, on each of (i) the
ninetieth (90th) day after the date on which such request is made (the "Initial
Redemption Date") (ii) the first anniversary of the Initial Redemption Date and
(iii) the second anniversary of the Initial Redemption Date (each, a "Redemption
Date"), shall redeem for the applicable Redemption Amount (as hereinafter
defined) from each holder of Series A Convertible Preferred Stock such number of
shares of Series A Convertible Preferred Stock held by such holder on the
initial Redemption Date. For the purposes of this Section 5, the term
"Redemption Amount" means, for each share of Series A Convertible Preferred
Stock to be redeemed, the sum of (A) $1.00 plus (B) an amount equal to any
dividends accrued and unpaid thereon at the time of such redemption.

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     (b)    Call for redemption shall be made by the corporation by notice sent
by first class mail, postage prepaid, to each holder of record of Series A
Convertible Preferred Stock to be redeemed, not less than thirty (30) days nor
more than sixty (60) days prior to the Redemption Date set forth therein, at
such holder's address as it appears on the books of the corporation. Such notice
shall set forth (i) the Redemption Date and the place of redemption, and (ii)
the Redemption Amount per share and the aggregate Redemption Amount to be paid
with respect to the shares to be redeemed. The corporation shall be obligated to
redeem shares of Series A Convertible Preferred Stock in accordance with Section
5(a) hereof whether or not any notice of redemption is given as required herein.
If before the close of business on the relevant Redemption Date any holder of
record of Series A Convertible Preferred Stock shall have surrendered any shares
of Series A Convertible Preferred Stock for conversion pursuant to Section 2
hereof, the corporation shall credit against the number of shares of Series A
Convertible Preferred Stock otherwise required to be redeemed from such holder,
and shall not redeem, the number of shares of Series A Convertible Preferred
Stock which had been converted by such holder on or before such Redemption Date
and which had not previously been credited against any redemption.

     (c)    If, on or before any Redemption Date, the funds necessary for such
redemption shall have been set aside by the corporation and deposited with a
bank or trust company, in trust for the pro rata benefit of the holders of
Series A Convertible Preferred Stock to be redeemed pursuant to Section 5(a)
hereof, then, whether or not any certificates for such shares of Series A
Convertible Preferred Stock to be redeemed have been surrendered for
cancellation, the shares represented thereby shall no longer be deemed
outstanding from and after the Redemption Date, and all rights of holders of
such shares shall on the Redemption Date, cease and terminate, excepting only
the right to receive the full Redemption Amount therefor to which they are
entitled, but without interest. Any interest accrued on funds so deposited and
unclaimed by stockholders entitled thereto shall be paid to such stockholders at
the time their respective shares are redeemed or to the corporation at the time
unclaimed amounts are paid to it. Any funds so deposited with a bank or trust
company which shall not be required for such redemption by reason of the
exercise, subsequent to the date of such deposit, of the right of conversion of
any shares, or otherwise, shall be returned to the corporation forthwith.

     (d)    If the corporation for any reason fails to redeem any shares of
Series A Convertible Preferred Stock in accordance with Section 5(a) hereof on
or prior to the Redemption Dates specified therein, then the corporation may not
incur any indebtedness for money borrowed (unless the proceeds of such
incurrence of indebtedness are used to make all overdue redemptions) or borrow
or reborrow any amounts under any lines of credit which it may than have
outstanding, without the prior written consent of the holders of not less than
sixty percent (60%) of the then outstanding shares of Series A Convertible
Preferred Stock; provided, however, that the corporation may incur indebtedness
for money borrowed or borrow or reborrow any amounts under any outstanding lines
of credit without the aforesaid approval if (i) the proceeds of such borrowing
are intended to be, and are in fact, used to pay obligations of the corporation
arising in the ordinary course of business as they become due and payable or
otherwise to maintain the operations of the corporation at the then current
level and not to expand the operations of the corporation in any respect,
whether through expansion or


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enhancement of, or additions to, the corporation's then current product line,
facilities, equipment, other capital assets or workforce, or otherwise, (ii) the
corporation provides prior written notice of such borrowing to all holders of
Series A Convertible Preferred Stock, which notice shall include a statement of
the intended use of the proceeds of such borrowing and (iii) promptly upon
request therefor, the corporation shall provide to any holder of Series A
Convertible Preferred Stock a certificate signed by the President and the Chief
Financial Officer of the corporation certifying as to the allocation and use of
the proceeds of such borrowing.

     (e)    If the funds of the corporation legally available for redemption of
shares of the corporation's capital stock on a Redemption Date are insufficient
to redeem the total number of shares of Series A Convertible Preferred Stock
required to be redeemed on such Redemption Date, those funds which are legally
available will be used to redeem the maximum number of whole shares of Series A
Convertible Preferred Stock, pro rata from among all holders of Series A
Convertible Preferred Stock on the basis of the full aggregate redemption amount
then payable by the corporation to each such holder on such Redemption Date. The
shares of Series A Convertible Preferred Stock not redeemed shall remain
outstanding and entitled to all rights and preferences provided herein. At any
time thereafter when additional funds of the corporation are legally available
for the redemption of such shares of Series A Convertible Preferred Stock, such
funds will be used, at the end of the next succeeding fiscal quarter, to redeem
the balance of such shares and of such shares of Series A Convertible Preferred
Stock, or such portion of each, pro rata, for which funds are then legally
available.

     Section 6.   COVENANTS

     As long as any of the Series A Convertible Preferred Stock shall be
issued and outstanding, the corporation shall not, without first obtaining the
approval (by vote or written consent as provided by law) of the holders of at
least sixty percent (60%) of the shares of Series A Convertible Preferred Stock
then outstanding:

     (a)    alter or change the rights, preferences, privileges or powers of, or
the restrictions provided for the benefit of, the Series A Convertible Preferred
Stock;

     (b)     create any new class or series of shares having preferences over,
or being on parity with, any outstanding shares of Series A Convertible
Preferred Stock as to dividends or assets, or authorize or issue shares of stock
of any class or series or any bonds, debentures, notes or other obligations
convertible into or exchangeable for, or having option rights to purchase, any
shares of stock of the corporation having any preference or priority as to
dividends or assets superior to any such preference or priority of any
outstanding shares of the Series A Convertible Preferred Stock;

     (c)     redeem, purchase or otherwise acquire (or pay into or set aside for
a sinking fund for such purpose) any share or shares of the corporation's equity
securities; provided, however, that this restriction shall not apply to the
redemption of shares of Series A Convertible Preferred Stock in accordance with
their terms or the repurchase of shares of Common Stock or any other equity
securities of the corporation ranking junior to the Series A Convertible
Preferred Stock from employees, officers, directors, consultants or other
persons performing services for the


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corporation or any subsidiary pursuant to agreements under which the corporation
has the option to repurchase such shares at cost upon the occurrence of certain
events, such as the termination of employment;

     (d)     reclassify any class or series of any Common Stock into shares
having any preference or priority as to dividends or assets superior to, or on a
par with, any such preference or priority of the Series A Convertible Preferred
Stock; or

     (e)     effect any sale or other disposition (other than the grant of a
mortgage or security interest in connection with indebtedness for borrowed
money) of all or substantially all the assets of the corporation, any
liquidation, dissolution or winding up of the corporation, or any consolidation
or merger involving the corporation (other than a merger or consolidation in
which the corporation is the surviving entity or in which the shareholders of
the corporation immediately prior to the transaction possess more than fifty
percent (50%) of the voting securities of the surviving entity (or parent, if
any) immediately after such transaction).

     Section 7.   NO REISSUANCE OF SERIES A CONVERTIBLE PREFERRED STOCK.

            No share or shares of Series A Convertible Preferred Stock acquired
by the corporation by reason of redemption, purchase, conversion or otherwise
shall be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares which the corporation shall be authorized to issue.

     Section 8.   PRIORITY WITH RESPECT TO CERTAIN RIGHTS.

            The Series A Convertible Preferred Stock shall, with respect to
dividend rights and rights on liquidation, winding-up and dissolution, rank
senior to (i) all outstanding shares of Common Stock, and (ii) all outstanding
classes and series of capital stock of the corporation, whether authorized now
or in the future, that do not expressly provide that they rank senior to, or on
parity with, the Series A Convertible Preferred Stock as to dividend rights and
rights on liquidation, winding-up and dissolution of the corporation.




PABOS2:WEK:301058_2




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