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                           SYNERGISTIC HOLDINGS CORP.


                            ------------------------
                           CERTIFICATE OF DESIGNATION
                                       OF
                    8.5% SERIES A CONVERTIBLE PREFERRED ST0CK
                            SETTING FORTH THE POWERS,
                      PREFERENCES, RIGHTS, QUALIFICATIONS,
                         LIMITATIONS AND RESTRICTIONS OF
                         SUCH SERIES OF PREFERRED STOCK

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

         Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, Synergistic Holdings Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:

         That pursuant to the authority of Directors of the Board of Directors
of the Corporation by of Article IV of the Certificate of Incorporation of the
Corporation (the Certificate of Incorporation"), and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors of the corporation adopted the following
resolution creating a series of preferred stock designated as 8.5% Series A
Convertible Preferred Stock.

         RESOLVED that, pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the General Corporation Law of
the State of Delaware and the provisions of the Certificate of Incorporation, a
series of the class of authorized Preferred Stock, liquidation preference $100
per share, of the Corporation is hereby created and that the designation and
number of shares thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations and restrictions thereof, are as follows:

    Section 1. Designation, Number and Rank. (a) The shares of such series shall
be designated "8.5% Series A Convertible Preferred Stock" (the "Series A
Preferred Stock"). The number of shares initially constituting the Series A
Preferred Stock shall be 20,000, par value $.01 per share, which number may be
decreased (but not increased) by the Board of Directors without a vote of
stockholders; provided, however, that such number may not



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be decreased below the number of then outstanding shares of Series A Preferred
Stock.

         (b) The Series A Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution or winding up, rank prior to the
common stock, par value $. 01 per share, of the Corporation (the "Common Stock")
and any other issue of preferred stock.

    Section 2. Dividends and Distributions. (a) The holders of shares of Series
A Preferred Stock, in preference to the holders of shares of Common Stock and of
any shares of other capital stock of the Corporation shall be entitled to
receive, out of the assets of the Corporation legally available therefor,
cumulative cash dividends of $8.50 per annum per share, payable semi-annually
in payments of $4.25, subject to appropriate adjustment in the event of any
stock split, or reverse stock split. Dividends shall be payable semi-annually,
in arrears, on the last business day of October and April in each year,
commencing October 1996.

         (b) Dividends payable pursuant to paragraph (a) of this Section 2 shall
begin to accrue and be cumulative from the data of issuance, whether or not
earned or declared. The amount of dividends so payable shall be determined on
the basis of twelve 30-day months and a 360-day year. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend declared
hereon, which record date shall be no more than sixty days prior to the date
fixed for the payment thereof.

         (c) No dividends or other distributions shall be paid or set apart for
payment on, and no purchase, redemption or other acquisition shall be made by
the Corporation of any shares of Common Stock unless and until all accrued and
unpaid dividends on the Series A Preferred Stock, including the full dividend
for the then-current semi-annual dividend period, shall have been paid or
declared and set apart for payment.

         (d) The holders of shares of Series A Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein,

    Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
are not entitled to vote on any matters brought before the stockholders of the
Corporation.


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    Section 4. Redemption at the Option of the Corporation.

         (a) Provided the Corporation has not received a notice of conversion
pursuant to Section 7 hereof, the Corporation may at any time after the date of
issuance, at the option of the Board of Directors, redeem in whole or in part
the Series A Preferred Stock by paying in cash therefor a sum equal to $100
per share, together with any accrued and unpaid dividends thereon (the
"Redemption Price"). At least, fifteen (15) but no more than thirty (30) days
prior to the Redemption Date (as hereinafter defined) set forth. therein,
written notice shall be mailed, first class postage prepaid, to each holder of
record (at the close of business on the business day next preceding the day on
which notice is given) of the Series A Preferred Stock to be redeemed, at the
address last shown on the records of the Corporation for such holder, notifying
such holder of the redemption to be effected, specifying the number of shares to
be redeemed from such holder, the date of such redemption (the "Redemption
Date"), the Redemption Price, the place at which payment may be obtained and
calling upon such holder to surrender to the Corporation, in the manner and at
the place designated, his, her or its certificate or certificates representing
the shares to be redeemed (the "Redemption Notice"). Any redemption effected
pursuant to this Section 4 shall be made on a pro rata basis among the holders
of the Series A Preferred Stock in proportion to the number of shares of Series
A Preferred Stock then held by them. Each holder of Series A Preferred Stock to
be redeemed shall surrender to the Corporation the certificate or certificates
representing such shares, in the manner and at the place designated in the
Redemption Notice, and thereupon the Redemption Price of such shares shall be
payable to the order of the person whose name appears on such certificate or
certificates as the owner thereof and each surrendered certificate shall be
cancelled.

         (b) From and after the applicable Redemption Date, unless there shall
have been a default in payment of the Redemption Price, all rights of the
holders of shares of Series A Preferred Stock designated for redemption in the
Redemption Notice as holders of Series A Preferred Stock (except the right to
receive the Redemption Price without interest upon surrender of their
certificate or certificates) or referred to in Section 4 (a) as the case may be,
shall cease with respect to such shares.

     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
converted, redeemed, purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares of Series A Preferred Stock shall upon their
cancellation, and upon the filing of an appropriate certificate with the
Secretary of State of the State of Delaware, become authorized but unissued
shares of Preferred Stock, liquidation


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preference $100 share, of the Corporation and may be reissued as part of another
series of Preferred Stock, liquidation preference $100 per share, of the
Corporation, subject to the conditions or restrictions on issuance set forth
herein.

     Section 6. Liquidation, Dissolution or Winding Up.

         (a) If the Corporation shall commence a voluntary case under the
Federal bankruptcy laws or any other applicable Federal or state bankruptcy,
insolvency or similar law, or consent to the entry of an order for relief in an
involuntary case under such law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of the
Corporation or of any substantial part of its property, or make an assignment
for the benefit of its creditors, or admit in writing its inability to pay its
debts generally as they become due, or if a decree or order for relief in
respect of the Corporation shall be entered by a court having jurisdiction
in the premises in an involuntary case under the Federal bankruptcy laws or any
other applicable federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Corporation or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and any
such decree or order shall be unstayed and in effect for a period of 150
consecutive days and on account of any such event the Corporation shall
liquidate, dissolve or wind up, or if the corporation shall otherwise liquidate,
dissolve or wind up, no distribution shall be made (i) to the holders of shares
of Common Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 with respect to each share (as adjusted
for any stock dividends, combinations or splits with respect to such shares)
plus all declared or accumulated but unpaid dividends on such shares.

         (b) Neither the consolidation, merger or other business combination of
the Corporation with or into any other Person or Persons nor the sale of all or
substantially all the assets of the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for purposes of this
Section 6.

     Section 7. Conversion. The holders of the Series A Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

         (a) Right to Convert. On the Conversion Date (as hereinafter defined)
each share of Series A Preferred Stock, if not redeemed by the Corporation, is
convertible into that number of shares of Common Stock which has an aggregate
"value" equal to twice the liquidation preference of the Series A Preferred
Stock being converted. For purposes of calculating the conversion rate, the
aggregate "value" of the common stock shall be deemed

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to be the average closing bid price of the Common Stock as reported on Nasdaq
(or such other exchange on which the Common stock is traded) for the ten (10)
day trading period immediately preceding the date on which the notice of
conversion is tendered to the Corporation; provided, however, in no event shall
the conversion rate of the Common Stock, for purposes of calculating the number
of shares of Common Stock into which the Series Preferred Stock is convertible,
be less than $.50 per share

         (b) Conversion Date: For purposes of Section 7 hereof, "Conversion
Date" shall mean: any time after (a) July 31, 1998 if the Corporation's public
warrants (or successor securities issued by the Corporation) are registered
pursuant to a Registration Statement that is declared effective by the SEC on or
before December 31, 1996 or (b) December 31, 1996 if the Registration Statement
is not declared effective by the SEC by December 31, 1996.

         (c) Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, he
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Series A Preferred
Stock, and shall give written notice to the Corporation at its principal
corporate office, of the election to convert the same and shall state therein
the name or names in which the certificate or certificates for shares of Common
Stock are to be issued. The Corporation shall, as soon as practible thereafter,
issue and deliver at such office to such holder of Series A Preferred Stock, or
to the nominee or nominees of such holder, a certificate or certificates for the
number of shares of Common Stock to which such holder shall be entitled as
aforesaid. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the shares of Series A
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock as
of such date.

         (d) In case any shares of Series A Preferred Stock are to be redeemed
pursuant to Section 4, such right of conversion shall cease and terminate as to
the shares of Series A Preferred Stock to be redeemed at the close of business
on the business day next preceding the date fixed for redemption unless the
Corporation shall default in the payment of the Redemption Price.

         (e) Upon conversion, the holder of shares of Series A Preferred Stock
shall be entitled to receive, in cash, any accrued and unpaid dividends on the
shares of Series A Preferred Stock surrendered for conversion to the date of
such conversion.

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         (f) Once the Corporation has received the written notice of the holder
of the election to convert, the right of the Corporation to redeem such shares
of Series A Preferred Stock shall terminate.

         (g) The Corporation shall at all times reserve and keep available for
issuance upon the conversion of the Series A Preferred Stock, such number of
its authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of Series A
Preferred Stock, and shall take all action required to increase the authorized
number of shares of Common Stock if necessary to permit the conversion of all
outstanding shares of Series A Preferred Stock.

     Section 8 Protective Provision. In addition to any other class vote that
may be required by law, the Corporation shall not, without obtaining approval
(by vote or written consent, as provided by law) of the holders of more than 50%
of the outstanding Series A Preferred Shares voting separately, create any new
class or series of shares having preferences over or being on parity with the
Series A Preferred Shares 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 or on a parity with any such
preference or priority of the Series A Preferred Shares.

     Section 9 Certain Covenants. Any registered holder of Series A Preferred
Stock may proceed to protect and enforce its rights and the rights of such
holders by any available remedy by proceeding at law or in equity to protect and
enforce any such rights, whether for the specific enforcement of any provision
in this Certificate of Designation or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.








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     IN WITNESS WHEREOF, a duly authorized officer of the corporation has caused
this Certificate to be duly executed on this day __ of September, 1996.





                                                   SYNERGISTIC HOLDINGS CORP.


                                                  By: /s/ T. Marshall Swartwood
                                                      -------------------------
                                                  Name: T. Marshall Swartwood
                                                  Title: Chairman of the
                                                         Board of Directors
Attests


By:
   --------------------------
   Name: Thomas M. Swartwood
   Title: Secretary



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