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                            INCU.BATOR CAPITAL, INC.

                           CERTIFICATE OF DESIGNATION,
                            PREFERENCE AND RIGHTS OF
                      SERIES B CONVERTIBLE PREFERRED STOCK

We, Jason W. Galanis and Michael Bodnar, being the President and the Secretary,
respectively, of Incu.bator Capital, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY
that, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation and Section 151 of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, by unanimous consent duly executed as of July 7, 2000, duly adopted
the following resolution providing for the issuance of a series of preferred
stock:

         RESOLVED, that, pursuant to authority conferred upon the Board of
         Directors of Incu.bator Capital, Inc. (the "Corporation") by Article 4
         of the Amended and Restated Certificate of Incorporation of the
         Corporation, a series of Preferred Stock, par value $0.001 per share,
         hereby is created; and that the designations, powers, preferences and
         relative participating, optional and other special rights and relative
         qualifications, limitations, or restrictions of the shares of such
         series hereby are fixed as set forth in the "Certificate of
         Designations" as follows:

         1.  Designation and Number. Of the 25 million authorized shares of
         $0.001 par value Preferred Stock (the "Authorized Preferred Stock") of
         the Corporation, 1 million shares shall be issued in and as a series,
         the distinctive designation of which shall be "Series B Convertible
         Preferred Stock" (such series being hereafter called the "Series B").
         The number of Series B shares may not be increased.

         2.  Rank. The Series B Preferred Stock shall be senior in right and of
         senior right and priority with all other Authorized Preferred Stock
         issued by the Corporation except as provided in Sections 8 and 15
         below. All shares of the Authorized Preferred Stock shall be senior in
         right to all shares of the Corporation's Common Stock (the "Common
         Stock") and to all other shares of stock of the Corporation.

         3.  Dividends.


                  (a) Payment of Dividends. The holders of the Series B
         Preferred Stock (the "Holders") shall be entitled to receive an annual
         dividend rate of 8% on the liquidation preference amount as set forth
         in Section 8 below, which dividend shall accrue day to day from July 7,
         2000, whether or not earned or declared, and shall be payable, in
         arrears, quarterly commencing October 7, 2000. Such dividends shall be
         cumulative so that , if such dividends in respect of any previous or
         current quarterly period shall not have been paid at the annual rate
         specified above, the deficiency shall first be fully paid before any
         dividend or other distribution shall be paid on or declared and set
         apart for the shares of Common Stock . Any accumulation of dividends on
         the Series B Preferred Stock shall not bear interest. Cumulative
         dividends with respect to shares of Series B Preferred Stock which are
         accrued, payable and/or in arrears, shall, upon conversion of such
         shares of Series B Preferred Stock to Common Stock, be paid to the
         extent that assets are legally available therefor and any amounts for
         which assets are not legally available shall be paid promptly as assets
         become legally available. Any partial payment pursuant to the preceding
         sentence shall be made pro rata among the Holders; provided, however,
         that the Corporation may pay all or any portion of any outstanding
         dividend by issuing additional shares of Series B Preferred Stock in an
         aggregate amount equal to such payment divided by the Current Market
         Price per share of Common Stock (as defined in Section 5 (e) below) of
         the number of shares of Common Stock into which such Series B Preferred
         Stock shall be convertible at the time of such payment.
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                  (b) Restrictions in the Event Dividends are not paid. Unless
         full dividends on the Series B Preferred Stock for all past dividend
         periods and the the-current dividend period shall have been paid or
         declared and a sum sufficient for the payment thereof set apart: (i) no
         dividend whatsoever shall be paid or declared, and no distribution
         shall be made, on any shares of Common Stock; and (ii) no shares of
         Common Stock shall be purchased, redeemed or acquired by the
         Corporation and no funds shall be paid into or set aside or made
         available for a sinking fund for the purchase, redemption or
         acquisition thereof; provided, however, that this restriction shall not
         apply to the purchase of Common Stock held by employees, officers,
         directors, consultants or other persons performing services for the
         Corporation or any wholly-owned subsidiary that are subject to
         restrictive stock purchase agreements under which the Corporation has
         the option to repurchase such Common Stock at "cost" (as defined in
         such agreements) upon the occurrence of certain events, such as the
         termination of employment.

         4.  No Redemption by Holders. The Holders shall have no right to
         require the Corporation to redeem the Series B Preferred Stock. The
         Corporation shall have the right to redeem all or any portion of the
         Series B Preferred Stock on no less than 30 day's notice to the
         Holders. In the event the Corporation shall redeem less than all of the
         then outstanding shares of Series B Preferred Stock, such redemption
         shall be made on a pro rata basis among all of the Holders.

         5.  Right to Convert Shares of Series B Preferred Stock.

                  (a) Grant of Conversion Right. The Holders shall have the
         right, commencing on the date of issuance of a share of Series B
         Preferred Stock and continuing for so long as any shares of Series B
         Preferred Stock shall be outstanding, to convert all or any part of the
         Series B Preferred Stock shares into shares of Common Stock at the rate
         of $4.00 per share of Common Stock, adjusted as provided in Section 6
         below, (the "Conversion Price") based on the $1.00 per share
         liquidation preference of the Series B Preferred Stock as provided in
         Section 8 so that initially upon the conversion of four shares of
         Series B Preferred Stock one share of Common Stock (the "Conversion
         Stock") shall be issued.

                  (b) Manner of Conversion. A Holder who converts his Series B
         Preferred Stock (a "Converting Holder") shall effect such conversion,
         in whole or in part, by giving written notice thereof to the
         Corporation, accompanied by the certificates representing the shares of
         Series B Preferred Stock to be converted. As soon as practicable after
         the receipt of such written notice and receipt of such certificates,
         the Corporation shall issue the number of shares of Conversion Stock
         issuable upon such conversion, which shall be duly issued, fully paid
         and non-assessable, and shall deliver to the Converting Holder a
         certificate or certificates therefor, registered in such Converting
         Holder's name, representing such Conversion Stock.
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                  (c) Investment Representation. If reasonably required by the
         Corporation counsel to comply with any applicable federal or state laws
         or regulations, a Converting Holder shall represent that the Conversion
         Stock to be issued upon conversion of his shares of Series B Preferred
         Stock will be acquired by him for investment only and not for resale or
         with a view to the distribution thereof, and shall agree that any
         certificates representing the Conversion Stock as to which such
         representation applies may bear such legend, conspicuously noting such
         restriction, as the Corporation shall deem reasonably necessary or
         desirable to enable the Corporation to comply with any applicable
         federal or state laws or regulations.

                  (d) Covenants of Corporation. The Corporation shall at all
         times reserve and keep available out of its authorized but unissued
         Common Stock. solely for the purposes of effecting the conversion of
         the shares of Series B Preferred Stock, such number of shares of Common
         Stock as shall from time to time be sufficient to effect the conversion
         of all outstanding Series B Preferred Stock. If at any time the number
         of authorized but unissued Common Stock shall not be sufficient to
         effect the conversion of all of the then outstanding shares of Series B
         Preferred Stock, in addition to such other remedies as shall be
         available to the Holders, the Corporation shall take such corporate
         action as may, in the opinion of its counsel, be necessary to increase
         the authorized but unissued shares of Common Stock to such number as
         shall be sufficient for such purpose.

         6.  Adjustment of Conversion Price.

         The Conversion Price and the number of shares of Conversion Stock
         issuable upon conversion of the Series B Preferred Stock as provided
         herein shall be subject to adjustment with respect to events after May
         30, 2000 as follows:

                  (a) Adjustment for Change in Capital Stock. Except as provided
         in Paragraph 5 (l) below, if the Corporation shall (i) declare a
         dividend on its outstanding Common Stock in shares of its capital
         stock, (ii) subdivide its outstanding Common Stock, (iii) combine its
         outstanding Common Stock into a smaller number of shares, or (iv) issue
         any shares of its capital stock by reclassification of its Common Stock
         (including any such reclassification in connection with a consolidation
         or merger in which the Corporation is the continuing corporation), then
         in each such case the Conversion Price in effect immediately prior to
         such action shall be adjusted so that if the shares of Series B
         Preferred Stock are thereafter converted, the Converting Holder may
         receive the number and kind of shares which he would have owned
         immediately following such action if he had converted the shares of
         Series B Preferred Stock immediately prior to such action. Such
         adjustment shall be made successively whenever such an event shall
         occur. The adjustment shall become effective immediately after the
         record date in the case of a dividend or distribution and immediately
         after the effective date in the case of a subdivision, combination or
         reclassification. If after an adjustment the Converting Holder upon
         conversion of the shares of Series B Preferred Stock may receive shares
         of two or more classes of capital stock of the Corporation, the
         Corporation's Board of Directors shall determine the allocation of the
         adjusted Conversion Price between the classes of capital stock. After
         such allocation, the Conversion Price of each class of capital stock
         shall thereafter be subject to adjustment on terms comparable to those
         applicable to Common Stock in this Section 5.
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                  (b) Adjustment for Certain Issuances of Common Stock. If the
         Corporation shall at any time or from time to time issue any shares of
         Common Stock (other than shares issued as a dividend or distribution as
         provided in Section 5 (a) above) for a consideration per share less
         than the lower of the Conversion Price in effect on the date of such
         issue or the Current Market Price per share of Common Stock (as defined
         in Section 5 (e) below), then, forthwith upon such issue, the
         Conversion Price in effect immediately prior to such action (the
         "Existing Conversion Price") shall be reduced by dividing the number of
         shares so issued by the total number of shares outstanding after such
         issuance, multiplying the quotient by the amount, if any, by which the
         Existing Conversion Price exceeds the price of the shares so issued and
         subtracting the result from the Existing Conversion Price. In the case
         of an issue of additional shares of Common Stock for cash, the
         consideration received by the Corporation therefor shall be deemed to
         be the net cash proceeds received for such shares, excluding cash
         received on account of accrued interest or accrued dividends and after
         deducting therefrom any and all commissions and expenses paid or
         incurred by the Corporation for any underwriting of, or otherwise in
         connection with, the issue of such shares. The term "issue" shall be
         deemed to include the sale or other disposition of shares held in the
         Corporation's treasury. The number of shares outstanding at any given
         time shall not include shares in the Corporation's treasury.

                  (c) Subscription Offerings. In case the Corporation shall
         issue rights, options, or warrants entitling the holders thereof to
         subscribe for or purchase Common Stock (or securities convertible into
         or exchangeable for Common Stock) at a price per share (or having a
         conversion price per share, in the case of a security convertible into
         or exchangeable for Common Stock) less than the lower of the then
         Conversion Price or the Current Market Price per share (as defined in
         Paragraph 5 (e) below) on the record date for the determination of
         stockholders entitled to receive such rights, then in each such case
         the Conversion Price shall be adjusted by multiplying the Conversion
         Price in effect immediately prior to such record or granting date by a
         fraction, of which the numerator shall be the number of shares of
         Common Stock outstanding on such record or granting date plus the
         number of shares of Common Stock which the aggregate offering price of
         the total number of shares of Common Stock so to be offered (or the
         aggregate initial conversion price of the convertible securities so to
         be offered) would purchase at such Conversion Price or Current Market
         Price, as the case may be, and of which the denominator shall be the
         number of shares of Common Stock outstanding on such record or granting
         date plus the number of additional shares of Common Stock to be offered
         for subscription or purchase (or into which the convertible or
         exchangeable securities so to be offered are initially convertible or
         exchangeable). Such adjustment shall become effective at the close of
         business on such record date; provided, however, that, to the extent
         the shares of Common Stock (or securities convertible into or
         exchangeable for shares of Common Stock) are not delivered, the
         Conversion Price shall be readjusted after the expiration of such
         rights, options, or warrants (but only to the extent that the shares of
         Series B Preferred Stock are not converted after such expiration), to
         the Conversion Price which would then be in effect had the adjustments
         made upon the issuance of such rights or warrants been made upon the
         basis of delivery of only the number of shares of Common Stock (or
         securities convertible into or exchangeable for shares of Common Stock)
         actually issued. In case any subscription price may be paid in a
         consideration part or all of which shall be in a form other than cash,
         the value of such consideration shall be as determined in good faith by
         the Corporation's Board of Directors. Shares of Common Stock owned by
         or held for the account of the Corporation or any majority-owned
         subsidiary shall not be deemed outstanding for the purpose of any such
         computation.
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                  (d) Other Rights to Acquire Common Stock. In case the
         Corporation shall distribute to all holders of its Common Stock
         evidences of its indebtedness or assets (excluding cash dividends or
         distributions paid from retained earnings of the Corporation) or rights
         or warrants to subscribe or purchase (excluding those referred to in
         Paragraph (c) above), then in each such case the Conversion Price shall
         be adjusted so that the same shall equal the price determined by
         multiplying the Conversion Price in effect immediately prior to the
         date of such distribution by a fraction of which the numerator shall be
         the Current Market Price per share (as defined in Paragraph 5 (e)
         below) of the Common Stock on the Record Date mentioned below less the
         then fair market value (as determined by the Board of Directors of the
         Corporation) of the portion of the assets or evidences of indebtedness
         so distributed or of such rights or warrants applicable to one share of
         Common Stock, and the denominator shall be the Current Market Price per
         share of the Common Stock. Such adjustment shall become effective
         immediately after the Record Date for the determination of shareholders
         entitled to receive such distribution.

                  (e) Current Market Price. For the purpose of any computation
         under Paragraphs (b) through (d) of this Section 5, the Current Market
         Price per share of Common Stock on any date shall be deemed to be the
         average of the daily closing prices for the 30 consecutive trading days
         commencing 45 trading days before such date. The closing price for each
         day shall be the last reported sales price regular way or, in case no
         such reported sale takes place on such day, the closing bid price
         regular way, in either case on the principal national securities
         exchange on which the Common Stock is listed or admitted to trading or,
         if the Common Stock is not listed or admitted to trading on any
         national securities exchange, the highest reported bid price as
         furnished by the National Association of Securities Dealers, Inc.
         through NASDAQ or similar organization if NASDAQ is no longer reporting
         such information, or by the National Daily Quotation Bureau or similar
         organization if the Common Stock is not then quoted on an inter-dealer
         quotation system. If on any such date the Common Stock is not quoted by
         any such organization, the fair value of the Common Stock on such date,
         as determined by the Corporation's Board of Directors, shall be used.

                  (f) Action to Permit Valid Issuance of Common Stock. Before
         taking any action which would cause an adjustment reducing the
         Conversion Price below the then par value, if any, of the shares of
         Common Stock issuable upon conversion of the shares of Series B
         Preferred Stock, the Corporation will take all corporate action which
         may, in the opinion of its counsel, be necessary in order that the
         Corporation may validly and legally issue shares of such Common Stock
         at such adjusted Conversion Price.

                  (g) Minimum Adjustment. No adjustment in the Conversion Price
         shall be required if such adjustment is less than $0.01; provided,
         however, that any adjustments, which by reason of this Paragraph (g)
         are not required to be made, shall be carried forward and taken into
         account in any subsequent adjustment. All calculations under this
         Section 5 shall be made to the nearest cent or to the nearest
         one-hundredth of a share, as the case may be. Anything to the contrary
         notwithstanding, the Corporation shall be entitled to make such
         reductions in the conversion price, in addition to those required by
         this Paragraph 5 (g), as it in its discretion shall determine to be
         advisable in order that any stock dividends, subdivision of shares,
         distribution of rights to purchase stock or securities, or distribution
         of securities convertible into or exchangeable for stock hereafter made
         by the Corporation to its stockholders shall not be taxable.
<PAGE>

                  (h) Referral of Adjustment. In any case in which this Section
         5 shall require that an adjustment in the Conversion Price be made
         effective as of a record date for a specified event, if the shares of
         Series B Preferred Stock shall have been converted after such record
         date the Corporation may elect to defer until the occurrence of such
         event issuing to the Converting Holder the shares, if any, issuable
         upon such conversion over and above the shares, if any, issuable upon
         such conversion on the basis of the Conversion Price in effect prior to
         such adjustment; provided, however, that the Corporation shall deliver
         to the Converting Holder a due bill or other appropriate instrument
         evidencing the Converting Holder's right to receive such additional
         shares upon the occurrence of the event requiring such adjustment.

                  (i) Number of Shares. Upon each adjustment of the Conversion
         Price as a result of the calculations made in Paragraphs (a) through
         (d) of this Section 5, the shares of Series B Preferred Stock shall
         thereafter evidence the right to convert, at the adjusted Conversion
         Price, into that number of shares (calculated to the nearest
         thousandth) obtained by dividing (i) the product obtained by
         multiplying the number of shares to be acquired upon conversion of the
         shares of Series B Preferred Stock prior to adjustment of the number of
         shares by the Conversion Price in effect prior to adjustment of the
         Conversion Price by (ii) the Conversion Price in effect after such
         adjustment of the Conversion Price.

                  (j) Transactions Not Requiring Adjustments. No adjustment need
         be made for a transaction referred to in Paragraphs (a) through (d) of
         this Section 5 if the Holder is permitted to participate in the
         transaction on a basis no less favorable than any other party and at a
         level which would preserve such Holder's percentage equity
         participation in the Common Stock upon conversion of the shares of
         Series B Preferred Stock. No adjustment need be made for sales of
         Common Stock pursuant to a Corporation plan for reinvestment of
         dividends or interest, the granting of options and/or the exercise of
         options outstanding under any of the Corporation's currently existing
         stock option plans, the exercise of currently existing incentive stock
         options or incentive stock options which may be granted in the future,
         or the exercise of any other of the Corporation's currently outstanding
         options. No adjustment need be made for a change in the par value or no
         par value of the Common Stock. If the shares of Series B Preferred
         Stock become exercisable solely into cash, no adjustment need be made
         thereafter. Interest will not accrue on the cash.

                  (k) Notice of Adjustments. Whenever the Conversion Price is
         adjusted, the Corporation shall promptly mail to the Holder a notice of
         the adjustment together with a certificate from the Corporation's Chief
         Financial Officer briefly stating (i) the facts requiring the
         adjustment, (ii) the adjusted Conversion Price and the manner of
         computing it; and (iii) the date on which such adjustment becomes
         effective. The certificate shall be prima facia evidence that the
         adjustment is correct, absent manifest error.
<PAGE>

                  (l) Reorganization of Corporation. If the Corporation and/or
         the holders of Common Stock are parties to a merger, consolidation or a
         transaction in which (i) the Corporation transfers or leases
         substantially all of its assets; (ii) the Corporation reclassifies or
         changes its outstanding Common Stock; or (iii) the Common Stock is
         exchanged for securities, cash or other assets; the person who is the
         transferee or lessee of such assets or is obligated to deliver such
         securities, cash or other assets shall assume the terms of the Series B
         Preferred Stock. If the issuer of securities deliverable upon
         conversion of the Series B Preferred Stock is an affiliate of the
         surviving, transferee or lessee corporation, that issuer shall join in
         such assumption. The assumption agreement shall provide that the Holder
         may convert the Series B Preferred Stock into the kind and amount of
         securities, cash or other assets which he would have owned immediately
         after the consolidation, merger, transfer, lease or exchange if he had
         converted the B Warrants immediately before the effective date of the
         transaction. The assumption agreement shall provide for adjustments
         that shall be as nearly equivalent as may be practical to the
         adjustments provided for in this Section 5. The successor company shall
         mail to the Holder a notice briefly describing the assumption
         agreement. If this Paragraph applies, Paragraph 5 (a) above does not
         apply.

                  (m) Voluntary Reduction. The Corporation from time to time may
         reduce the Conversion Price by any amount for any period of time if the
         period is at least 20 days and if the reduction is irrevocable during
         the period. Whenever the Conversion Price is reduced, the Corporation
         shall mail to the Holder a notice of the reduction. The Corporation
         shall mail the notice at least 15 days before the date the reduced
         Conversion Price takes effect. The notice shall state the reduced
         Conversion Price and the period it will be in effect. A reduction of
         the Conversion Price does not change or adjust the Conversion Price
         otherwise in effect for purposes of Paragraphs 5 (a) through (d) above.

         (n) Fractional Shares. If the number of shares of Common Stock issuable
         upon the conversion of the Series B Preferred Stock is adjusted
         pursuant to Section 5 hereof, the Corporation shall nevertheless not be
         required to issue fractions of shares upon conversion of the shares of
         Series B Preferred Stock or otherwise, or to distribute certificates
         that evidence fractional shares. Instead the Corporation will round any
         fractional share to the nearest share so that if the fraction is less
         than 0.5 no share shall be issued and if the fraction is 0.5 or higher
         the Corporation shall issue one full share.

                  (o) Notices. If (i) the Corporation takes any action that
         would require an adjustment in the Conversion Price pursuant to this
         Section 5; or (ii) there is a liquidation or dissolution of the
         Corporation, the Corporation shall mail to the Holder a notice stating
         the proposed record date for a distribution or effective date of a
         reclassification, consolidation, merger, transfer, lease, liquidation
         or dissolution. The Corporation shall mail the notice at least 15 days
         before such date. Failure to mail the notice or any defect in it shall
         not affect the validity of the transaction.
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                  (p) Determination by Corporation Conclusive. Any determination
         that the Corporation or its Board of Directors must make pursuant to
         this Section 5 shall be conclusive, absent manifest error.

                  (q) Reservation of Shares. The Corporation shall at all times
         reserve and keep available out of its authorized but unissued stock,
         for the purpose of effecting the issuance of stock upon conversion of
         the shares of Series D Preferred Stock, such number of shares as shall
         from time to time be sufficient to effect the issuance of shares of
         Common Stock upon such conversion.

         7.  Right to Registration.

                  (a) "Piggy Back" Registration Rights. If at any time prior to
         December 31, 2002, the Corporation proposes to file a registration
         statement ("Registration Statement") with the Securities and Exchange
         Commission (the "Commission") under the Securities Act of 1933 (the
         "Act") with respect to any of its securities (except one relating to
         employee benefit plans or a merger or similar transaction) (a "Public
         Offering"), the Corporation shall give notice of its intention to
         effect such filing to all Holders at least 30 days prior to filing such
         Registration Statement. A Holder who desires to include his Conversion
         Stock in the Registration Statement shall notify the Corporation in
         writing within 15 days after receipt of such notice from the
         Corporation, in which event the Corporation shall include the
         Conversion Stock of such Holder in the Registration Statement. Any
         Holder who elects to include his Conversion Stock in the Registration
         Statement as set forth herein, shall, in a timely fashion, provide the
         Corporation and its counsel with such information and execute such
         documents as its counsel may reasonably require to prepare and process
         the Registration Statement.

                  (b) Copies of Registration Statements and Prospectuses. The
         Corporation will provide each Holder who requests registration with a
         copy of the Registration Statement and any amendment thereto, and
         copies of the final prospectus included therein in such quantities as
         may reasonably be required to permit such Holder to sell its Conversion
         Stock after the Registration Statement is declared effective by the
         Commission.

                  (c) The Corporation's Obligation to Bear Expenses of
         Registration. The Corporation will bear all expenses (except
         underwriting discounts and commission, if any, and the legal fees and
         expenses, if any, of counsel to a Holder) necessary and incidental to
         the performance of its obligations under this Section 7.

                  (d) Indemnification. The Corporation and any Holder whose
         Conversion Stock is included in a Registration Statement pursuant to
         this Section 7 shall provide appropriate cross indemnities to each
         other covering the information supplied by the indemnifying party for
         inclusion in the Registration Statement.
<PAGE>

                  (e) Restriction on Sale of Conversion Stock. Any Holder whose
         Conversion Stock is included in a Registration Statement pursuant to
         this Section 7 agrees that as a condition therefor, in the event that
         the Registration Statement in which the Conversion Stock is included
         relates to a Public Offering to be effected through or with the
         assistance of an underwriter, he will consent to restrict the sale of
         the Conversion Stock or reduce the number of shares of Conversion Stock
         that may be included in such registration in accordance with the
         reasonable requirements of such underwriter.

                  (f) Cancellation of Registration Rights. Anything to the
         contrary not withstanding, the Corporation shall not be required to
         register any Conversion Stock which, in the reasonable opinion of the
         Company's counsel, may be sold pursuant to the exemption from
         registration provided by Section (k) of Rule 144 promulgated under the
         Act.

         8.  Preference on Liquidation.

                  (a) Preferences. The Authorized Preferred Stock shall be
         preferred with respect to both the earnings and the assets of the
         Corporation. In the event of any liquidation, dissolution or winding up
         of the corporation, either voluntary or involuntary, the Holders shall
         be entitled to receive, before any payment or distribution of the
         assets of the Corporation shall be made or set apart to the holders of
         the Common Stock or any other stock of the Corporation including the
         Authorized Preferred Stock except as provided below, an amount per
         share of Series B Preferred Stock equal to the sum of (i) $1.00 for
         each outstanding share of Series B Preferred Stock (the "Original Issue
         Price") and (ii) an amount equal to declared but unpaid dividends on
         such Series B Preferred Stock (the "Premium"), after the holders of the
         shares of Series A Preferred Stock outstanding at the time of such
         liquidation dissolution or winding-up of the Corporation shall have
         received cash for their Stock in accordance with the terms of the
         Series A Preferred Stock. If, upon the occurrence of the liquidation,
         dissolution or winding up of the corporation, the assets and funds
         thereof distributed to the Holders of the Series B Preferred Stock
         shall be insufficient to permit the payment to such Holders in full of
         the Original Issue Price and the Premium, then the entire assets and
         funds of the corporation legally available for distribution shall be
         distributed ratably among the Holders in proportion to the amount of
         Series B Preferred Stock held by each.

                  (b) Definitions. For purposes of the Section 8, a liquidation,
         dissolution or winding up of the corporation shall be deemed to be
         occasioned by, or to include the acquisition of the corporation or the
         sale of its assets, unless the corporation's shareholders of record as
         constituted immediately prior to such acquisition or sale will
         immediately thereafter hold at least fifty percent of the voting power
         of the surviving or acquiring entity. For purposes of this subsection
         (b), (i) "acquisition" shall mean the acquisition of the Corporation by
         any other entity by means of any transaction or series of related
         transactions (including, without limitation, any reorganization, merger
         or consolidation but excluding any merger effected exclusively for the
         purpose of changing the domicile of the corporation); and (ii) "sale of
         assets" shall mean a sale of all or substantially all of the assets of
         the Corporation.
<PAGE>

                  (c) Valuation of Certain Assets. In the event of liquidation
         as described above, all non-cash assets of the Corporation shall be
         valued as follows:

                           (i) Securities not subject to legend, investment
                  letter or other similar restrictions on marketability shall be
                  valued at their Current Market Price as defined in Section 5
                  (e) above;

                           (ii) Securities subject to legend, investment letter
                  or other similar restrictions shall be valued at an
                  appropriate discount from the current market price, as
                  mutually determined by the Corporation and the Holders of at
                  least a majority of the then-outstanding shares of Series B
                  Preferred Stock.

                           (iii) In the event that the Corporation and the
                  Holders of at least a majority of the then-outstanding shares
                  of Series B Preferred Stock cannot agree on a valuation
                  pursuant to subsection (ii) above then the dispute shall be
                  resolved as follows: (A) immediately after written notice of a
                  valuation dispute, either the Corporation the Holders may
                  initiate an arbitration in accordance with the Commercial
                  Arbitration Rules of the American Arbitration Association; (B)
                  within ten days after notice of the commencement of such
                  arbitration, the parties shall jointly designate an arbitrator
                  or, if they cannot agree, each shall designate an arbitrator
                  and both such arbitrators shall, within ten days, designate a
                  third arbitrator; (C) within sixty days after the selection of
                  the arbitrator(s) has been completed, the Arbitrator(s) shall
                  hold the arbitration hearing; (D) the arbitrator(s) shall
                  award the costs and expenses of arbitration, including
                  reasonable attorneys' and expert witness fees tot he
                  prevailing party; and (E) the arbitration award shall be
                  final, non-appealable and may be enforced by any court of
                  competent jurisdiction.

                  (d) The Corporation shall give each Holder notice of any
         transaction of the type described in this Section 8 not later than (i)
         twenty days prior to the shareholder's meeting called to approve such
         transaction (ii) twenty days prior tot the closing of such transaction
         or (iii) the applicable notice period prescribed by law, whichever is
         earlier, and shall also notify such Holders in writing of the final
         approval of such transaction. The first such notice shall describe the
         material terms and conditions of the contemplated transaction and the
         effect thereon of the provisions of this Section 8, and the Corporation
         shall thereafter give such Holders prompt notice of any material
         changes in such terms and conditions. The contemplated transaction
         shall in no event take place sooner than twenty days after the
         Corporation has given the first notice provided herein; provided,
         however, that such period may be shortened upon the written consent of
         at least a majority of the Holders of the then-outstanding shares of
         Series B Preferred Stock.

         9.  Voting. The Holders shall have no voting rights except as required
by law.



<PAGE>


         10. Transfer of Series B Shares. The shares of Series B Preferred Stock
         have not been and will not be registered under the Act and cannot be
         sold or offered for sale or otherwise transferred except pursuant to an
         effective Registration Statement under the Act or pursuant to an
         exemption therefrom, the availability of which is to be established to
         the reasonable satisfaction of the Corporation. A legend stating this
         restriction shall be placed on each certificate representing shares of
         Series B Stock.

         11. Identical Rights. Each Series B share shall have the same relative
         rights and preferences as, and shall be identical in all respects with,
         all other Series B shares.

         12. Certificates. So long as any shares of Series B Stock are
         outstanding, there shall be set forth on the face or back of each stock
         certificate issued by the Corporation a statement that the Corporation
         shall furnish without charge to each Holder who so requests, a copy of
         the document or documents setting forth the powers, preferences and
         rights of each class of stock or series thereof and the qualifications,
         limitations or restrictions of such preferences or such rights.

         13. Affirmative Covenant of the Corporation. The Corporation covenants
         that, so long as any Series B share is outstanding, it shall deliver
         copies of all financial statements and reports as it shall file with
         the Commission or send to the holders of the Common Stock to each
         Holder.

         14. Waiver of Covenant. The Corporation may omit in any particular
         instance compliance with the covenant set forth in Section 13 of this
         Certificate if, before or after the time for such compliance, the
         Holders of a majority of the then outstanding Series B shares shall, in
         writing, waive compliance with that covenant either in that instance or
         generally, but no waiver shall affect the covenant except to the extent
         so expressly waived and, until the waiver becomes effective, the
         obligations of the Corporation in respect of any such covenant shall
         remain in full force and effect.

         15. Protective Provisions. So long as any shares of Series B Preferred
         Stock are outstanding, the Corporation shall not, without first
         obtaining the approval (by vote or by written consent, as provided by
         law) of the Holders of no less than a majority of the then outstanding
         shares of Series B Preferred Stock (except for the actions referred to
         in (ii) or (iii) of this Section 15 which shall require the approval of
         all of the Holders of the then outstanding shares of Series B Preferred
         Stock): (i) sell, convey or otherwise dispose of or encumber all or
         substantially all of its property or business or merge into or
         consolidate with any other corporation (other than a wholly-owned
         subsidiary corporation) or effect any transaction or series of related
         transactions in which more than 50% of the voting power of the
         Corporation is disposed of; (ii) alter or change the rights,
         preferences or privileges of the Series B Preferred Stock so as to
         adversely affect such Series B Preferred Stock; (iii) increase or
         decrease (other than by redemption or conversion) the total number of
         authorized shares of Series B Preferred Stock; (iv) authorize or issue,
         or obligate itself to issue, any other equity security, including any
         other security convertible into or exercisable for any equity security
         (A) having preference over, or being on a parity with, the Series B
         Preferred Stock with respect to dividends or upon liquidation, or (B)
         having rights similar to any of the rights of the series B Preferred
         Stock under this Section 15; (v) redeem, purchase or otherwise acquire
         (or pay into or set aside for a sinking fund for such purpose) any
         Authorized Preferred Stock (except for Series A Preferred Stock in
         accordance with its terms or Series b Preferred Stock as provided in
         Section 4 above) or any Common Stock; provided, however, that this
         restriction shall not apply to the purchase of Common Stock held by
         employees, officers, directors, consultants or other persons performing
         services for the Corporation or any wholly-owned subsidiary that are
         subject to restrictive stock purchase agreements under which the
         Corporation has the option to repurchase such Common Stock at "cost"
         (as defined in such agreements) upon the occurrence of certain events,
         such as the termination of employment; (vi) amend the Corporation's
         Certificate of Incorporation or bylaws; or (vii) change the authorized
         number of directors of the Corporation.
<PAGE>

         15. Notices. Any notice required by the provisions hereof to be given
         to the Holders shall be in writing and shall be deemed given in the
         second day after mailing, postage prepaid, and addressed to each Holder
         of record at such Holder's address appearing on the books of the
         Corporation.

IN WITNESS WHEREOF, we have hereunto set our hands and seals as President and
Secretary of the Corporation this 11th day of July, 2000 and we hereby affirm
that the foregoing Certificate is our act and deed and the act and deed of the
Corporation and that the facts stated therein are true.


                                                 /s/ Jason W. Galanis
                                                 ---------------------------
                                                 Jason W. Galanis, President


                                                 /s/ Michael Bodnar
                                                 ---------------------------
                                                 Michael Bodnar, Secretary