CERTIFICATE OF DESIGNATION
                          OF THE RELATIVE RIGHTS
                     OF THE CLASS A PREFERRED STOCK OF
                          AMBER RESOURCES COMPANY

     This Certificate is made pursuant to the provisions of
S151 of the General Corporation Law of the State of Delaware.

     Name of Corporation: Amber Resources Company

     Adopted Resolution: The following resolution designating the
relative rights of the Class A Preferred Stock was adopted by the
Board of Directors of this Corporation.

         RESOLVED, that the Board hereby creates a series of
Preferred Stock pursuant to the Restated Articles of Incorporation
filed on March 4, 1988 As follows:

         (a)  The designation of the series Preferred Stock created by
this resolution shall be "Class A Preferred Stock" (hereinafter in
this resolution referred to as "Class A Stock").  The Class A Stock
series shall consist of two million (2,000,000) shares.

         (b)  Subject to the applicable provisions of the General
Corporation Law of Delaware, when and as dividends are declared by
the Board of Directors, the Corporation will pay cumulative
dividends at the rate of nine percent (9%) per annum to the holder
of Class A Stock.

         (c)  Class A Stock shall not be separately redeemable and
shall be convertible at, the option of the Corporation only, as
provided in paragraph (f) below.

         (d)  In the event of voluntary or involuntary liquidation,
dissolution, winding up the distribution of the assets of the
Corporation, holders of Class A Stock shall be preferred over all
holders of Common Stock of the Corporation, to the amount of One
Dollar ($1.00) per share and accumulated or accrued and unpaid
dividends thereon.

         (e)  Class A Stock shall not be redeemable through sinking
fund payments.

         (f)  Class A Stock shall be convertible, at the option of the
Corporation only, into fully paid and nonassessable shares of
Common Stock of the Corporation at the rate of twelve and one-half
(12 1/2) shares of Common Stock for each one (1) share of Class A
Stock; subject, however, to the terms and conditions hereinafter
stated with respect to the adjustment of such rate.  The
Corporation's option to convert may be exercised at any time by
written notice to the owners of Class A Stock as shown on the
Corporation's records.

         In case the Corporation shall (i) pay a dividend on
its Common Stock in shares of this Corporation, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common
Stock into a smaller number of shares, or (iv) issue by
reclassification of its Common Stock (whether pursuant to a merger
of consolidation or otherwise) any shares of the Corporation, then
each holder of shares of Class A Stock shall be entitled to receive
upon the conversion of such share the number of shares of the
Corporation which such holder would have owned or have been
entitled to receive after the happening of any of the events
described above and had such shares been converted immediately
prior to the happening of such event.  Such adjustment shall be
made whenever any of the events listed above shall occur.  An
adjustment made pursuant to this paragraph shall become effective
retroactively with respect to conversions made subsequent to the
record data in the case of a dividend, and in the case of the
subdivision, combination, or reclassification.  If any event occurs
of the type contemplated by the provisions of this paragraph, but
not expressly provided for by such provisions, the Board of
Directors of the Corporation will make an appropriate adjustment in
the conversion rate so as to protect the rights of the holders of
Class A Stock; provided that no such adjustment will decrease the
number of shares of Common Stock issuable upon conversion of each
share of Class A stock.

         In addition to any voting rights provided by the General
Corporation Law of Delaware, holders of Class A Stock shall be
entitled to thirty (30) votes per share on all matters to be voted
on by the Corporation's Stockholders.  However, if any event occurs
of the type contemplated in the immediately preceding paragraph,
the Board of Directors of the Corporation will make an
appropriate adjustment in the votes per share.  Class A
Stockholders shall not be entitled to vote as a class.  In all
voting matters, the votes of Class A Stockholders shall be treated
in the same manner as and counted along with the votes of Common
Stockholders.

         The undersigned, being the President and Secretary
respectively, of Amber Resources Company, do hereby make this
Certificate, declaring and certifying that this is our act and deed
and the facts herein stated are true, and accordingly, have
hereunto set our hands this 25th day of July, 1989.               
      
                             AMBER RESOURCES COMPANY

                             s/George M. Schneider
         
                             George M. Schneider
                             President

ATTEST:
s/A.J. Davis
A.J. Davis, Assistant Secretary