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                   CERTIFICATE OF DESIGNATIONS, PREFERENCES,
                             AND RELATIVE RIGHTS,
                        QUALIFICATIONS, LIMITATIONS AND
                                 RESTRICTIONS
                                    OF THE
                    SERIES B 8% CUMULATIVE PREFERRED STOCK
                                      OF
                            UNIFIED HOLDINGS, INC.

                            -----------------------

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

                            -----------------------


            Unified Holdings, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the provisions of the General Corporation
Law of the State of Delaware, certifies as follows:

            FIRST:  The Certificate of Incorporation of the Corporation
authorizes the issuance of 1,000,000 shares of Preferred Stock, par value $0.01
per share (the "Preferred Stock"), and, further, authorizes the Board of
Directors of the Corporation, by resolution or resolutions, at any time and from
time to time, to divide and establish any or all of the unissued shares of
Preferred Stock not then allocated to any series of Preferred Stock into one or
more series and, without limiting the generality of the foregoing, to fix and
determine the designation of each such share, the number of shares which shall
constitute such series and certain powers, preferences and relative
participating, optional or other special rights and qualifications, limitations
and restrictions of the shares of each series so established.

            SECOND:  By unanimous written consent of the Board of Directors of
the Corporation dated December 29, 1993, the following resolution was adopted
setting forth the designations, powers, preferences and rights, and the
qualifications, limitations or restrictions of a certain series of said
Preferred Stock:

            RESOLVED:  Pursuant to Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors designates 10,000 shares of the
Preferred Stock as Series B 8% Cumulative Preferred Stock (the "Series B
Preferred Stock").  The designations, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of the Series B
Preferred Stock of the Corporation shall be as follows:

            1.    Definitions.
                  -----------

            As used herein, the following terms shall have the respective
meanings ascribed to them:

            "Board" shall mean the Board of Directors of the Corporation.



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            "Business Day" shall mean any day which is not a Saturday or a
Sunday or a day on which banks are permitted to close in St. Louis, Missouri.
If any action otherwise required hereunder is scheduled for a day other than a
Business Day, then such action may be taken on the next successive Business Day.

            "Common Stock" shall mean the Common Stock of the Corporation,
without par value.

            "Corporation" shall mean Unified Holdings, Inc., a Delaware
corporation.

            "Dividend Reference Date" shall mean the last day of January, April,
July and October of each year commencing April 25, 1994, and continuing through
and including January 25, 2014.

            "GCL" shall mean the General Corporation Law of the State of
Delaware, as amended.

            "Junior Security" shall mean any equity security of any kind which
the Corporation shall at any time issue or be authorized to issue other than the
Series A Preferred Stock and the Series B Preferred Stock.

            "Liquidation Value" of any share of Series B Preferred Stock as of
any particular date shall be equal to the sum of (i) the Stated Value plus
                                                                      ----
(ii) an amount equal to any accrued and unpaid dividends on such share.

            "Payment Default" shall mean (i) any time at which the aggregate
unpaid dividends on both the Series A Preferred Stock and the Series B Preferred
Stock equal or exceed two (2) times the amount of the then regular quarterly
dividend payment with respect to all then outstanding shares of each of such
series of Preferred Stock, and (ii) any time after January 25, 2014, until such
time as the Corporation has redeemed all shares of Series B Preferred Stock as
required by paragraph 4(c) hereof.

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

            "Preferred Stock" shall mean the Preferred Stock, par value $0.01
per share, authorized to be issued by the Corporation pursuant to its
Certificate of Incorporation.

            "Redemption Date" shall mean (i) the Dividend Reference Date
specified in a Redemption Notice for a redemption of shares of Series B
Preferred Stock pursuant to paragraph 4(b) hereof, and (ii) January 25, 2014 for
a redemption of shares of Series B Preferred Stock pursuant to paragraph 4(c)
hereof.

            "Redemption Notice" shall mean the notice specified in paragraph
4(d) below.

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            "Series A Preferred Stock" shall mean the Series A 8% Cumulative
Preferred Stock established pursuant to a resolution of the Board adopted
concurrently herewith.

            "Series B Preferred Stock" shall mean the Series B 8% Cumulative
Preferred Stock established pursuant to this resolution of the Board.

            "Sinking Fund" shall mean the sinking fund established by the
Corporation pursuant to paragraph 4(a) below.

            "Sinking Fund Payment" shall mean an amount, calculated with respect
to each fiscal quarter of the Corporation, equal to the lesser of (a) Applicable
Percentage of the aggregate stated value of Series A Preferred Stock and Series
B Preferred Stock issued and outstanding as of the end of the fiscal quarter for
which such Sinking Fund Payment is being determined, and (b) the Net Account
Income determined with respect to such fiscal quarter.  The Applicable
Percentage shall be 0.04375 (4.375%) with regard to the first and second Sinking
Fund Payments, which are due April 25, 1994 and July 25, 1994, respectively;
0.0425 (4.25%) with regard to the third and fourth Sinking Fund Payments, which
are due October 25, 1995 and January 25, 1995, respectively; and shall continue
to decline by one-eighth of one percentage point (.125%) with regard to each
subsequent pair of successive Sinking Fund Payments until it shall become 0.0375
(3.75%) with regard to the Sinking Fund Payments that are due on October 25,
1996 and January 25, 1997.  The Applicable Percentage shall be 0.0375 (3.75%)
with regard to all Sinking Fund Payments due on or after January 25, 1997.  "Net
Account Income" shall mean the excess of (i) Gross Account Income, over (ii)
Account Expenses.  "Gross Account Income" shall mean the sum of (i) the Service
Income attributable to Accounts invested from the four Unified Family of Funds
and the three Liquid Green Funds into the Quest for Value/Oppenheimer Capital
Funds pursuant to certain transactions closing on or about January 23, 1993, and
(ii) forty percent (40%) of the Service Income attributable to any other
Accounts (including zero balance Accounts).  "Account" or "Accounts" shall mean
any customer accounts documented on the records of Management at any time on or
between January 1, 1990 and January 31, 1993.  "Service Income" shall mean
Distribution Assistance Fees (including 12(b)-(1) fees, as may from time to time
be amended or recodified by the Securities Exchange Commission) received by
Management for services and expenses incurred in connection with the assets
transferred pursuant to acquisition agreements executed among the various
Unified Funds and Liquid Green Trusts and comparable funds managed by Quest for
Value Advisors.  Notwithstanding anything to the contrary, Service Income shall
not mean or include transfer agency fees, fund accounting fees, administration
and compliance fees, brokerage fees, or commissions associated with servicing
the Accounts.  "Account Expenses" shall mean any commissions or fees due to
introducing broker/dealers in connection with any Account.

            "Stated Value" of any share of Series B Preferred Stock shall mean
One Hundred Dollars ($100.00).

            2.    Dividends.
                  ---------

            (a)   General Dividend Obligation.  To the extent funds of the
                  ---------------------------
Corporation are legally available therefor, the Board shall declare that the
Corporation shall pay to the holders

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of the Series B Preferred Stock, out of the assets of the Corporation available
for the payment of dividends under the GCL, preferential dividends at the times
and in the amounts provided for in this paragraph 2 and no more.  Dividends
shall be paid by mailing the Corporation's good check in the proper amount to
each holder of the Series B Preferred Stock to such holder (or the designee of
such holder) at such holder's address (or designee's address) as it appears on
the Corporation's register on or prior to the due date of each dividend or by
transferring funds to such holder (or designee) by wire transfer or otherwise so
as to be received by such holder (or designee) on the due date of such dividend.

            (b)   Calculation of Dividends.  Dividends on each share of Series
                  ------------------------
B Preferred Stock shall be calculated cumulatively on a daily basis at the rate
and in the manner prescribed herein from (but not including) the date of
issuance of such share to and including the date on which the Liquidation Value
of such share is paid pursuant to the provisions hereof, whether or not such
dividends shall have been declared and whether or not there shall be (at the
time such dividends are calculated or become payable or at any other time)
profits, surplus or other funds of the Corporation legally available for the
payment of dividends.  For purposes of this paragraph 2(b), the date on which
the Corporation shall initially issue any share of Series B Preferred Stock
shall be deemed to be its "date of issuance" regardless of the number of times
transfer of such share shall be made on the stock records maintained by or for
the Corporation and regardless of the number of certificates which may be
originally issued to evidence such share (whether by reason of transfer of such
share or for any other reason).

            (c)   Dividend Rate and Payment.  Dividends shall be calculated
                  -------------------------
cumulatively (but shall not compound) on a daily basis on each share of Series B
Preferred Stock at the rate of eight percent (8.0%) per annum (based on a
365/366-day year) of the Stated Value thereof.  Dividends shall be paid to the
holders of the shares of Series B Preferred Stock on each Dividend Reference
Date commencing April 25, 1994.  Each of such dividend payments on each such
Dividend Reference Date shall be in an amount equal to the dividends calculated
from (but not including) the preceding Dividend Reference Date (or from, but not
including, the original date of issuance of the Series B Preferred Stock in the
case of the initial Dividend Reference Date).  Notwithstanding the foregoing, in
no event shall the Corporation be required to pay any such dividend to the
extent the payment of such dividend would violate any provision of the GCL.  Any
dividends not paid on their respective Dividend Reference Dates shall continue
to accumulate (and shall not compound) until paid.

            (d)   Distribution of Partial Dividend Payments.  If on any
                  -----------------------------------------
Dividend Reference Date the Corporation shall pay less than the total amount of
dividends then calculated on the Series B Preferred Stock, such payment shall be
distributed among the holders of the Series B Preferred Stock so that an equal
amount shall be paid with respect to each outstanding share.

            3.    Liquidation.  Upon any liquidation, dissolution or winding
                  -----------
up of the Corporation, whether voluntary or involuntary, the holders of the
Series B Preferred Stock shall be entitled, after all liquidating distributions
have been made with respect to the then outstanding shares of Series A Preferred
Stock and before any distribution or payment is made upon any Junior Securities
of the Corporation, to be paid out of the assets of the Corporation remaining
available for distribution to its stockholders (whether from capital, surplus or
earnings) an

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amount in cash equal to the aggregate Liquidation Value of all shares of Series
B Preferred Stock outstanding, and the holders of the Series B Preferred Stock
shall not be entitled to any further payment.  If upon such liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the assets of the Corporation to be distributed among the holders of the Series
B Preferred Stock, after all liquidating distributions have been made with
respect to the then outstanding shares of Series A Preferred Stock, shall be
insufficient to permit payment to the holders of Series B Preferred Stock of the
amount which they are entitled to be paid as aforesaid, then the entire
remaining assets of the Corporation shall be distributed to the holders of the
Series B Preferred Stock ratably based upon the aggregate Liquidation Value of
the shares of Series B Preferred Stock held by them.  Upon any such liquidation,
dissolution or winding up of the Corporation, after the holders of the Series B
Preferred Stock shall have been paid in full the amounts to which they shall be
entitled, the remaining assets of the Corporation may be distributed to the
holders of Junior Securities of the Corporation.  Written notice of such
liquidation, dissolution or winding up, stating a payment date, the amount of
the payment and the place where the amounts distributable shall be payable,
shall be mailed by the Corporation by certified or registered mail, return
receipt requested, not less than thirty (30) days prior to the payment date
stated therein, to each record holder of any share of Series B Preferred Stock
at the address of such record holder shown on the Corporation's records.
Neither the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale, exchange or transfer by the
Corporation of less than substantially all of its assets, nor any reduction of
the capital of the Corporation, shall of itself be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of any of the
provisions of this paragraph 3.

            4.    Sinking Fund; Redemption by Corporation.
                  ---------------------------------------

            (a)   No later than the 20th day of each January, April, July and
October, the Corporation shall transfer and set aside into a separate fund (the
"Sinking Fund") an amount of cash equal to the Sinking Fund Payment computed for
the fiscal quarter ending on the immediately preceding Dividend Reference Date.
The amounts held from time to time in the Sinking Fund shall be used solely for
the payment of dividends and the cost of redemption of the Series A Preferred
Stock and the Series B Preferred Stock.

            (b)  The Corporation may, at its sole option and discretion, redeem
on any Dividend Reference Date any whole number of shares of Series B Preferred
Stock, provided that (i) all accrued dividends on the Series A Preferred Stock
and Series B Preferred Stock then have been paid, (ii) the balance of the
Sinking Fund is sufficient to effect such redemption, (iii) immediately
following such redemption of shares of Series B Preferred Stock, the ratio of
the number of shares of Series B Preferred Stock outstanding after such
redemption to the maximum number of shares of Series B Preferred Stock that were
outstanding at any time will be equal to or greater than the ratio of the number
of shares of Series A Preferred Stock then outstanding to the maximum number of
shares of Series A Preferred Stock that were outstanding at any time, and (iv)
the Corporation has funds (including the amounts held in the Sinking Fund)
legally available to effect such redemption.  The price at which such shares of
Series B Preferred Stock may be redeemed shall be an amount per share equal to
the Liquidation Value.  The shares of Series B Preferred Stock which the
Corporation elects to redeem pursuant to this paragraph 4(b)


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shall be redeemed from the holders of such shares on a pro rata basis, based on
the number of shares of Series B Preferred Stock owned by each such holder as a
proportion of the total number of shares of Series B Preferred Stock then
outstanding.

            (c)  Subject to paragraph 5 below, the Corporation shall redeem all
of the issued and outstanding shares of Series B Preferred Stock on January 25,
2014, at an amount per share equal to the Liquidation Value.

            (d)  Not more than sixty (60) days and not less than thirty (30)
days prior to any Dividend Reference Date on which the Corporation desires to
redeem any shares of Series B Preferred Stock pursuant to paragraph 4(b), the
Corporation shall mail to each holder of shares of Series B Preferred Stock a
written notice of redemption (the "Redemption Notice") at his post office
address last shown on the stock register of the Corporation.  The Redemption
Notice shall:

                  (i)  Identify the number of shares of Series B Preferred Stock
      which are outstanding and the total number of such shares to be redeemed;

                  (ii)  State the date on which such shares are to be redeemed
      and the Liquidation Value as of such date; and

                  (iii)  State that any holder of shares of Series B Preferred
      Stock to be redeemed shall surrender to the Corporation, in the manner
      and at the place designated, the certificate or certificates
      representing the shares of Series B Preferred Stock to be redeemed.

            (e)  In connection with a redemption pursuant to paragraph 4(b) or
4(c), the Corporation shall give irrevocable instructions and authority to the
appropriate officers of the Corporation to set apart and pay from the Sinking
Fund (or any other funds legally available therefor, in the event of a
redemption under paragraph 4(c) hereof), on or after the Redemption Date, the
Liquidation Value to the respective record holders upon the surrender of their
share certificates.  In the event less than all of the shares represented by any
such certificate are redeemed, the Corporation shall issue a new certificate
representing the unredeemed shares.  From and after the Redemption Date, the
shares of Series B Preferred Stock so redeemed shall no longer be outstanding
and dividends shall cease to accrue (except as provided in the last sentence of
paragraph 5 below), and the holders thereof shall cease to be stockholders with
respect thereto and shall have no further rights regarding the shares so
redeemed except the right to receive payment of the Liquidation Value of such
shares, without interest, upon surrender of their certificates therefor.  Any
monies so set apart and unclaimed at the end of two years (or any longer period
required by law) from the Redemption Date shall no longer be set aside and shall
become unallocated assets of the Corporation, and thereafter the holders of
shares who were entitled to such monies shall, subject to applicable laws, look
to the Corporation for payment of the Liquidation Value thereof.

            5.    Insufficient Funds.  If on January 25, 2014, the funds of
                  ------------------
the Corporation legally available for a redemption shall be insufficient to
redeem all shares of Series B Preferred


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Stock required to be redeemed under paragraph 4(c) hereof (whether due to the
provisions of the GCL or otherwise), funds to the maximum extent legally
available for such purpose shall be utilized by the Corporation, first, to
redeem the maximum number of shares of Series A Preferred Stock on such date
which may be redeemed from such funds, and second, to redeem the maximum number
of shares of Series B Preferred Stock on such date which may be redeemed from
such funds.  Such redemption shall be made following the redemption of
outstanding shares of Series A Preferred Stock and on a pro rata basis to the
holders of shares of Series B Preferred Stock.  If, because sufficient funds are
not legally available, the Corporation shall fail to redeem all of the issued
and outstanding shares of Series B Preferred Stock at such time, the Corporation
shall redeem such shares as promptly as practicable following the redemption of
all outstanding shares of Series A Preferred Stock and after funds are legally
available therefor as shown by the Corporation's quarterly or annual financial
statements.

            6.  Status of Shares.  Shares of Series B Preferred Stock
                ----------------
redeemed, purchased or otherwise acquired for value by the Corporation,
including by redemption in accordance with paragraph 4, shall, after such
acquisition, have the status of authorized and unissued shares of Preferred
Stock and may be reissued by the Corporation at any time as shares of any series
of Preferred Stock.

            7.    Restrictions.
                  ------------

            (a)   So long as any Series B Preferred Stock shall be outstanding,
the Corporation shall not, except with the written consent of the holders of not
less than a majority of the then outstanding shares of Series B Preferred Stock,
create any class or series of stock ranking as to payment of dividends or as to
liquidation preference, having a priority over or on a parity with the Series B
Preferred Stock, except only (i) shares of Series A Preferred Stock, and (ii)
shares of any series of Preferred Stock issued in replacement or exchange for
outstanding shares of Series A Preferred Stock, provided that the aggregate
liquidation preference and the dividend rate of such series is not more than the
aggregate liquidation preference and dividend rate of the Series A Preferred
Stock immediately prior to such exchange or replacement.

            (b)   So long as any Series B Preferred Stock shall remain
outstanding, the Corporation shall not, except with the written consent of the
holders of not less than a majority of then outstanding shares of Series B
Preferred Stock, amend, alter or repeal the Corporation's Certificate of
Incorporation (or any certificate amendatory or supplementary thereto) or
by-laws in a manner adversely affecting any of the powers, preferences and
rights set forth herein.

            (c)   So long as any Series B Preferred Stock shall remain
outstanding, no dividend shall be declared or paid, nor shall any other
distribution (including but not limited to a distribution in redemption) be
made, upon any Junior Securities by the Corporation, except distributions
pursuant to the written consent of the holders of not less than a majority of
all then outstanding shares of Series B Preferred Stock.  Notwithstanding the
immediately preceding sentence, in no event shall the Corporation pay any
dividend or make any other distribution upon any Junior Securities unless all
dividends and other payments (including but not limited to


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redemption payments) theretofore required to be paid by the Corporation with
respect to the Series A Preferred Stock and Series B Preferred Stock have been
paid in full.

            8.  Voting Rights.
                -------------

            (a)  Except as otherwise expressly provided herein or as required
under Delaware law, the holders of shares of Series B Preferred Stock shall not
be entitled to vote on matters coming before the stockholders of the
Corporation.

            (b)  At such time as there occurs a Payment Default, and thereafter
at each annual and special meeting (or action by written consent in lieu of a
meeting) of stockholders of the Corporation during which a Payment Default
continues to exist, the holders of Series B Preferred Stock shall be entitled to
vote on all matters coming to the attention of the stockholders of the
Corporation, such shares to be voted together with the holders of the Common
Stock, and not as a class.  Such voting right shall continue until no dividend
arrearages exist with respect to the Series A Preferred stock or the Series B
Preferred Stock and the dividends on both the Series A Preferred Stock and the
Series B Preferred stock have been timely paid in full for two consecutive
quarters (or if such voting right occurs as a result of the Corporation's
failure to redeem the Series B Preferred stock on January 25, 2014, then until
all shares of Series B Preferred Stock have been redeemed).  The number of votes
per share of Series B Preferred Stock which the holder thereof shall be entitled
to cast at any time during the continuance of a Payment Default shall be equal
to (i) two (2) times the number of votes represented by all then outstanding
               -----
Junior Securities having voting rights, divided by (ii) the sum of the number
                                        ----------
of outstanding shares of Series A Preferred Stock and the number of outstanding
shares of Series B Preferred Stock.

            (c)  No vote or consent of the holders of the Series B Preferred
Stock shall be required for the authorization (including an increase in the
authorized number of shares of any Junior Securities) or issuance of any Junior
Securities of the Corporation; provided, however, that the Corporation shall not
issue any Junior Securities which have class voting rights beyond those required
by law, except upon the prior written consent of the holders of a majority of
the then outstanding shares of Series B Preferred Stock.

            9.    Closing of Books.  The Corporation will not close its books
                  ----------------
against the transfer of any share of Series B Preferred Stock.

            10.   Registration of Transfer.  The Corporation shall keep at its
                  ------------------------
principal office in the State of Indiana (or at such other place as the
Corporation reasonably designates) a register for the registration of shares of
Series B Preferred Stock.  Upon the surrender of any certificate representing
shares of Series B Preferred Stock at such place, the Corporation shall, at the
request of the registered holder of such certificate, execute and deliver a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares of Series B Preferred Stock represented by the surrendered
certificate (and the Corporation forthwith shall cancel such surrendered
certificate), subject to the requirements of applicable securities laws.  Each
such new certificate shall be registered in such name and shall represent such
number of shares of Series B Preferred Stock as shall be requested by the holder
of the surrendered


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certificate and shall be substantially identical in form to the surrendered
certificate; and dividends shall be calculated cumulatively on a daily basis on
the shares of Series B Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on the shares represented by
the surrendered certificate at the rate and in the manner applicable to such
surrendered certificate.  The issuance of new certificates shall be made without
charge to the holders of the surrendered certificates for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such issuance; provided that the Corporation shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of the holder of the
surrendered certificate.

            11.   Replacement.
                  -----------

                  (a)  Upon receipt of evidence reasonably satisfactory to the
Corporation of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of Series B Preferred Stock and,
in the case of any such loss, theft or destruction, upon receipt of indemnity
and/or a bond reasonably satisfactory to the Corporation, or, in the case of any
such mutilation, upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of shares of Series B Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, on which
dividends shall be calculated cumulatively on a daily basis from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate at the rate and in the manner applicable to such
certificate.

                  (b)  The term "outstanding" when used herein with reference to
shares of Series B Preferred Stock as of any particular time shall not include
any such shares represented by any certificate in lieu of which a new
certificate has been executed and delivered by the Corporation in accordance
with paragraph 10 or this paragraph 11, but shall include only those shares
represented by such new certificate.

            12.   Amendment and Waiver.  No amendment, modification or waiver
                  --------------------
of any provision hereof shall extend to or affect any obligation not expressly
amended, modified or waived or impair any right consequent thereon.  No course
of dealing, and no failure to exercise or delay in exercising any right, remedy,
power of privilege granted hereby shall operate as a waiver, amendment or
modification of any provision hereof.


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            IN WITNESS WHEREOF, Unified Holdings, Inc. has caused this
Certificate to be signed by its President this 31 day of December, 1993.


                                       UNIFIED HOLDINGS, INC.



                                       By:  /s/ Lynn E. Wood
                                            ---------------------------------
                                            President

                                   Attest:  /s/ Janice Hayles
                                            ---------------------------------
                                            Janice Hayles, Secretary

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