CERTIFICATE OF INCORPORATION OF

                          AMERICAN BINGO & GAMING CORP.
                               A STOCK CORPORATION


1.     The  name  of  this  Corporation  is:  AMERICAN  BINGO  &  GAMING  CORP.

2.     Its  Registered  office  in  the State of Delaware is to be located at 15
EAST  NORTH  STREET  in the CITY OF DOVER, COUNTY OF KENT, 19901. The Registered
Agent  in  charge  thereof  is  INCORPORATING  SERVICES,  LTD.

3.     The purpose of the corporation is to engage in any lawful act or activity
for  which  corporations  may  be organized under the General Corporation Law of
Delaware.

4.     The  amount  of the total authorized capital stock of this corporation is
TWENTY  MILLION  (20,000,000)  COMMON  SHARES  WITH  PAR  VALUE  OF  .001.

5.     The  name  and  mailing  address  of  the  incorporator  are:

     JAMES  GERACI
     C/O  INTERCOUNTY  CLEARANCE  CORPORATION
     194  WASHINGTON  AVE.
     ALBANY,  NY  12210

I,  THE  UNDERSIGNED, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate, and do certify
that  the  facts  herein stated are true, and I have accordingly hereunto set my
hand  this  8th  day  of  September,  A.D.  1994.

                                                       /s/  James  Geraci
                                                       ------------------
                                                       James  Geraci
                                                       Incorporator

<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          AMERICAN BINGO & GAMING CORP.

     American  Bingo & Gaming Corp., a Delaware corporation (the "Corporation"),
hereby  certifies  as  follows:

FIRST:     That  the Board of Directors of the Corporation, by unanimous written
consent  dated  October,  1994  in  lieu  of  a meeting of such Board, adopted a
resolution  proposing  and  declaring  advisable the following amendments to the
Certificate  of  Incorporation  of  the  Corporation,  and  declaring  that such
proposed  amendments  be  submitted for consideration by the stockholders of the
Corporation  entitled  to  vote in respect thereof. The resolution setting forth
the  proposed  amendments  is  as  follows:

RESOLVED,  that  the Certificate of Incorporation of this Corporation be amended
as  follows:

     II.     Paragraph  4  of  the  Certificate of Incorporation relating to the
capitalization  of the Corporation, is hereby deleted and amended to read in its
entirety  as  follows:

"4.a.     Authorized  Shares.  The  total  number  of  shares of stock which the
          ------------------
Corporation  shall  have  authority to issue is twenty-one million (21,000,000),
which  shall consist of 20,000,000 shares, $.001 par value, designated as Common
Stock  and  one  million  (1,000,000)  shares,  $.01  par  value,  designated as
Preferred  Stock.

4.b.     Preferred  Stock. Shares of the Preferred Stock may be issued from time
         ----------------
to  time in series or otherwise and the Board of Directors of the Corporation is
hereby  authorized, subject to the limitations provided by law, to establish and
designate  series,  if  any, of the Preferred Stock, to fix the number of shares
constituting  any  such  series, and to fix the voting powers, designations, and
relative,  participating, option rights, conversion, redemption and other rights
of  the  shares  of  Preferred  Stock or series thereof, and the qualifications,
limitations and restrictions thereof, and to increase and to decrease the number
of  shares  of  Preferred  Stock  or  shares  constituting  any such series. The
authority of the Board of Directors of the Corporation with respect to shares of
Preferred  Stock or any series thereof shall include but shall not be limited to
the  authority  to  determine  the  following-:

     (i)     the  number  of  shares  constituting  any  such  series,  and  the
distinctive  designations  thereof;

     (ii)     the  terms  and  conditions  of the voting rights of the Preferred
Stock  or  any  series  thereof,  including but not limited to, the right of the
holders  of  such  shares  to  vote as a separate class either alone or with the
holders  of  shares  of one or more other class or series of Preferred Stock and
the  right  to  have  more  than  one  vote  per  share;

<PAGE>
     (iii)     the  increase,  and  the  decrease  to a number not less than the
number  of  the outstanding shares of the Preferred Stock of any series thereof,
of  the  number  of  shares  constituting  such  series  theretofore  fixed.

     (iv)     the  rate  or  rates and times at which dividends on the shares of
Preferred  Stock or any series thereof shall be paid and, whether such dividends
shall  be  cumulative and, if cumulative, the date or dates from and after which
they  shall  accumulate;

     (v)     the  redemption  price  or  prices,  if  any,  and  the  terms  and
conditions on which shares of the Preferred Stock or any series thereof shall be
redeemable  including  but  not limited to the date or dates upon or after which
such  shares shall be redeemable and the amount per share which shall be payable
upon  such redemption which amount may vary under different circumstances and at
different  redemption  dates;

     (vi)     the requirement of any sinking funds to be applied to the purchase
or redemption of shares of the Preferred Stock or series thereof, and if so, the
amount  of  such  fund  or  funds  and  the  manner  of  application;

     (vii)     the rights of shares of the Preferred Stock or any series thereof
in  the  event  of  liquidation,  dissolution  or  winding  up  of,  or upon any
distribution  of  the  assets  of,  the  Corporation;

     (viii)     the  rights,  if  any, of the holders of shares of the Preferred
Stock  or  any  series thereof, to convert such shares into, or to exchange such
shares  for, shares of any other class, classes or series of stock and the price
or  prices  or  the  rates  of exchange and the adjustments at which such shares
shall be convertible or exchangeable, and any other terms and conditions of such
conversion  or  exchange;  and

     (ix)     any  other  preferences  and  relative, participating, optional or
other  special rights of shares of the Preferred Stock or any series thereof and
qualifications,  limitations or restrictions of rights or powers to which shares
of  any  future  series  shall  be  subject.

4.c.     Common  Stock.

     (i)     Dividends.  Subject  to the preferential dividend rights applicable
             ---------
to  shares  of  Preferred  Stock, the holders of shares of Common Stock shall be
entitled to receive such dividends as may be declared by the Board of Directors,

                                        2
<PAGE>
     (ii)     Liquidation.  In  the  event  of  any  voluntary  or  involuntary
              -----------
liquidation, dissolution or winding up of the Corporation, after distribution in
full  of  the preferential amounts to be distributed to the holders of shares of
Preferred  Stock,  the  holders  of  shares of Common Stock shall be entitled to
receive  all  of  the  remaining  assets  of  the  Corporation  available  for
distribution  to holders of Common Stock, ratably in proportion to the number of
shares  of  the  Common  Stock  held  by  them.

     (iii)     A  New  Paragraph 6 to the Certificate of Incorporation, relating
to  a  compromise  or  arrangement between the Corporation and its creditors, is
added  as  follows:

"6.     Whenever a compromise or arrangement is proposed between the Corporation
and  its  creditors  or  any  class of them, any court of equitable jurisdiction
within  the  state  of Delaware may, on the application in a summary way of this
corporation  or  of any creditor or stockholder thereof or on the application of
any  receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution  or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors  or  class  of  creditors, and/or of the stockholders or class of
stockholders  of  the  Corporations,  as the case may be, to be summoned in such
manner  as  the  said  court  directs.  If  a  majority  in  number representing
three-fourths  in  value  of  the creditors or class of creditors, and/or of the
stockholders  or  class  of stockholders of the Corporation, as the case may be,
agree  to  any  compromise  or  arrangement  and  to  any  reorganization of the
corporation  as  consequence  of  such  compromise  or  arrangement,  the  said
compromise  or  arrangement  and the said reorganization shall, if sanctioned by
the  court  to  which  the said application has been made, be binding on all the
creditors  or  class  of  creditors,  and/or on all the stockholders or class of
stockholders,  of  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation."

     (iv)     A new paragraph 7 to the Certificate of Incorporation, relating to
the  indemnification  of  Directors  and  Officers  is  added  as  follows:

"7.(a)     The Corporation shall, to the full extent permitted by Section 145 of
the  Delaware  General Corporation Law, as amended, from time to time, indemnify
all  persons  whom  it  may  indemnify  pursuant  thereto.

(b)     A  director  of  the  Corporation  shall not be personally liable to the
Corporation  or  its  stockholders  for monetary damages for breach of fiduciary
duty  as  a  director,  except for liability (i) for any breach of the directors
duty  of  loyalty  to  the  Corporation  or  its  stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  (iii) under Section 174 of the Delaware General Corporation
Law,  or  (iv)  for  any transaction from which the director derived an improper
personal  benefit.

                                        3
<PAGE>
(c)     Each  person  who  was  or is made a Party or is threatened to be made a
party  to  or  is  involved  in  any  action, suit or proceeding, whether civil,
criminal,  administrative,  or  investigative  (hereinafter  a "proceeding"), by
reason  of  the  fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the Corporation or is or was
serving  at  the  request of the Corporation as a director, officer, employee or
agent, of another corporation or of a partnership, joint venture, trust or other
enterprise,  including  service  with respect to employee benefit plans, whether
the  basis  of  such  proceeding  is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the  Corporation  to  the  fullest  extent  authorized  by  the Delaware General
Corporation  Law,  as  the  same exists or may hereafter be amended (but, in the
case  of  any such amendment, only to the extent that such amendment permits the
Corporation  to  provide  broader indemnification rights than said law permitted
the  Corporation  to  provide  prior  to  such  amendment), against all expense,
liability  and  loss  (including  attorneys fees, judgments, fines, ERISA excise
taxes  or  penalties  and  amounts  paid or to be paid in settlement) reasonably
incurred  or  suffered  by  such  person  in  connection  therewith  and  such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors  and  administrators;  provided,  however, that, except as provided in
                                 --------   -------
paragraph  (d)  hereof, the Corporation shall indemnify and such persons seeking
indemnification  in  connection  with  a  proceeding (or part thereof) which was
authorized  by  the  board  of  directors  of  the  Corporation.  The  right  to
indemnification  conferred  in  this  Paragraph  7 shall be a contract right and
shall  include  the right to be paid by the Corporation the expenses incurred in
defending  any  such  proceeding  in advance of its final disposition; provided,
                                                                       --------
however,  that  if the Delaware General Corporation Law requires, the payment of
-------
such  expenses  incurred  by  a  director or officer in his or her capacity as a
director  or  officer  (and not in any other capacity in which service was or is
rendered  by  such  person  while  a  director  or  officer,  including, without
limitation,  service  to  an  employee  benefit  plan)  in  advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of  an  undertaking,  by  or on behalf of such director or officer, to repay all
amounts  so  advanced if it shall ultimately be determined that such director or
officer  is  not entitled to be indemnified under this paragraph 7 or otherwise.
The  Corporation  may,  by  action  of  its  Board  of  Directors,  provide
indemnification  to  employees and agents of the Corporation with the same scope
and  effect  as  the  foregoing  indemnification  of  directors  and  officers.

                                        4
<PAGE>
(d)     If  a  claim  under sub-paragraph (c) of this Paragraph 7 is not paid in
full  by  the  Corporation  within  thirty  days  after a written claim has been
received  by the Corporation, the claimant may at any time thereafter bring suit
against  the  Corporation  to  recover  the  unpaid  amount of the claim and, if
successful  in  whole or in part, the claimant shall be entitled to be paid also
the  expense of prosecuting such claim. It shall be a defense to any such action
(other  than  an  action  brought  to  enforce  a claim for expenses incurred in
defending  any proceeding in advance of its final disposition where the required
undertaking,  if any is required, has been tendered to the Corporation) that the
claimant  has  not  met the standards of conduct which make it permissible under
the  Delaware  General  Corporation  Law  for  the  Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation.; Neither the failure of the Corporation (including its Board
of  Directors,  independent  legal  counsel, or its stockholders) to have made a
determination  prior  to the commencement of such action that indemnification of
the  claimant  is  proper  in  the  circumstances  because he or she has met the
applicable  standard  of  conduct  set forth in the Delaware General Corporation
Law,  nor  an  actual  determination  by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create  a  presumption  that the claimant has not met the applicable standard of
conduct.

(e)     The  right  to  indemnification  and the payment of expenses incurred in
defending  a  proceeding  in  advance of its final disposition conferred in this
Paragraph  7 shall not be exclusive of any other right which any person may have
or  hereafter  acquire  under  any  statute,  provision  of  the  Certificate of
Incorporation,  by-law,  agreement,  vote  of  stockholders  or  disinterested
directors  or  otherwise.

(f)     The  Corporation  may  maintain  insurance,  at  its expense, to protect
itself  and  any  director,  officer,  employee  or  agent of the Corporation or
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against any such expense liability or loss, whether or not the Corporation would
have  the power to indemnify such person against such expense, liability or loss
under  the  Delaware  Corporation  Law."

(v)     A  new  paragraph  8 to the Certificate of Incorporation relating to the
management  of  the  Corporation  is  added  as  follows:

"8.a.     The  business  affairs of the Corporation shall be managed by or under
the  direction  of  the  Board  of  Directors  consisting  of  not less than two
directors.  The  number  of  directors which shall constitute the whole Board of
Directors  shall  be  fixed  by, or in the manner provided in, the By-laws.; and

                                        5
<PAGE>
b.     A  director shall hold office until the annual meeting when his successor
shall  be  elected  and  shall  qualify,  subject,  however,  to  prior  death,
resignation, retirement, disqualification or removal from office. Any vacancy on
the  Board of Directors that results from an increase in the number of directors
may  be  filled  by a majority of the Board of Directors then in office, and any
other vacancy occurring in the Board of Directors may be filled by a majority of
the  directors  then  in  office,  although  less  than  a  quorum, or by a sole
remaining  director.

(vi)     A  new  paragraph  9  to  the  Certificate of Incorporation relating to
meetings  of  stockholders  of  the  Corporation  is  added  as  follows:

"9.a.     Special  meetings  of  the  stockholders, for any purpose or purposes,
unless  otherwise  prescribed  by  statute,  may  be called (A) upon the written
request  of the Chairman of the Board, the President or the Secretary; or (B) at
the  written  request  of  a  majority  of  the  Board  of  Directors.

b.     For  business  to be properly brought before an annual or special meeting
by  a  stockholder,  the  stockholder  must  have given timely notice thereof in
writing to the Secretary of the Corporation. A stockholder's notice related to a
proposal  to be presented at an annual or special meeting, to be timely, must be
received  at the Corporation's principal executive offices not less than 60 days
nor more than 90 days prior to the meeting; provided, however, that if less than
70  days'  notice or prior public disclosure of the date of the meeting is given
or  made  to  stockholders,  notice  by  the stockholder to be timely must be so
received  not later than the close of business on the 10th day following the day
on  which a notice of the date of the annual or special meeting, as the case may
be, was mailed or such public disclosure was made. A stockholder's notice to the
Secretary  shall  set  forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before  the meeting and the reasons for conducting such business at the meeting,
(b)  the  name  and  address,  as they appear on the Corporation's books, of the
stockholder  proposing  such business, (c) the class and number of shares of the
Corporation  which  are  beneficially  owned  by  the  stockholder,  and (d) any
material  interest  of  the  stockholder  in  such business. The Chairman of the
meeting  shall,  if the facts warrant, determine and declare to the meeting that
business  was  not  properly  brought  before the meeting in accordance with the
provisions of this Article and if he should so determine, he shall so declare to
the  meeting and any such business not properly brought before the meeting shall
not  be  transacted.

                                        6
<PAGE>
c.     Only  persons  who  are  nominated  in accordance with the procedures set
forth in this Article 9 shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders by or at the direction of the Board of Directors or
by  any  stockholder  of  the  Corporation  entitled to vote for the election of
Directors  at  the  meeting who complies with the notice procedures set forth in
this  section. Such nominations, other than those made by or at the direction of
the  Board  of  Directors, shall be made pursuant to timely notice in writing to
the  Secretary of the Corporation. To be timely, a stockholder's notice shall be
received  at the Corporation's principal executive offices not less than 60 days
nor more than 90 days prior to the meeting; provided, however, that if less than
70  days'  notice or prior public disclosure of the date of the meeting is given
or  made  to  stockholders,  notice  by  the stockholder to be timely must be so
received  not later than the close of business on the 10th day following the day
on which such disclosure was made. Such stockholder's notice shall set forth (a)
as  to  each  person  whom  the stockholder proposes to nominate for election or
re-election  as  a  Director,  (i) the name, age, business address and residence
address  of  such person, (ii) the class and number of shares of the Corporation
which  are  beneficially  owned  by  such person and (iv) any of the information
relating  to  such  person  that is required to be disclosed in solicitations of
proxies  for  election  of  Directors,  or  is  otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including  without  limitation  such persons' written consent to being named in
the  proxy  statement as a nominee and to serving as a Director if elected); and
(b)  as  to  the stockholder giving the notice (i) the name and address, as they
appear  on  the  Corporation's books, of such stockholder and (ii) the class and
number  of  shares  of  the  Corporation  which  are  beneficially owned by such
stockholder.  At  the  request of the Board of Directors any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of  the Corporation that information required to be set forth in a stockholder's
notice  of nomination which pertains to the nominee. No person shall be eligible
for  election  as  a  Director of the Corporation unless nominated in accordance
with  the  procedures  set  forth  in  this Section. The Chairman of the meeting
shall,  if  the  facts  warrant,  determine  and  declare  to the meeting that a
nomination  was  not  made  in accordance with the procedures prescribed by this
Article,  and  if he should so determine, he shall so declare to the meeting and
the  defective  nomination  shall  be  disregarded."

(vii)     A  new  paragraph  10  to the Certificate of Incorporation relating to
By-Laws;  is  added  as  follows:

"10.     Power  to  make,  alter,  or  repeal  the By-Laws; and to adopt any new
By-Law,  shall  be  vested  in  the  Board  of  Directors,"

                                        7
<PAGE>
(viii)     A  new  paragraph  11 to the Certificate of Incorporation relating to
amendments  is  added  as  follows:

"11.     From  time  to  time  any  of  the  provisions  of  this Certificate of
Incorporation  may  be  amended,  altered  or  repealed,  and  other  provisions
authorized  by  the  laws  of  the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights  at  any  time conferred upon the stockholders of the Corporation by this
Certificate  of  Incorporation  are  granted  subject  to the provisions of this
Article  11."

12.     The  Corporation  is  to  have  perpetual  existence.

SECOND:     The  amendments  affected herein were authorized on October 14, 1994
by  the  consent  in  writing,  setting forth the action so taken, signed by the
holders  of  at  least  a  majority  of  all  of  the  outstanding shares of the
corporation  entitled  to  vote  thereon  pursuant to Section 228 of the General
Corporation  Law  of  the  State  of  Delaware.

THIRD:     The  amendments  effected herein were duly adopted in accordance with
the  applicable  provisions of Section 242 of the General Corporation Law of the
State  of  Delaware.

     IN  WITNESS  WHEREOF,  the  American  Bingo  & Gaming Corp. has caused this
Certificate  of  Amendment  of Certificate of Incorporation to be signed by Greg
Wilson,  its Chairman, and attested to by Robert Hersch, its Secretary this 18th
day  of  October,  1994.

                              AMERICAN  BINGO  &  GAMING  CORP.


                              /s/  Greg  Wilson
                              -----------------
                              GREG  WILSON,  Chairman

ATTEST  TO:


/s/  Robert  Hersch
-------------------
ROBERT  HERSCH

                                        8
<PAGE>
                          AMERICAN BINGO & GAMING CORP.

                         CERTIFICATE OF DESIGNATIONS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

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

     American  Bingo & Gaming Corp., a Delaware corporation (the "Corporation"),
in  accordance with the provisions of Section 103 of the General Corporation Law
of  the  State  of  Delaware  (the  "DGCL")  DOES  HEREBY  CERTIFY:

     That  pursuant  to  authority  vested  in  the  Board  of  Directors of the
Corporation  (the  "Board  of  Directors"  or the "Board") by the Certificate of
Incorporation,  as  amended,  of  the  Corporation,  the  Board of Directors, by
unanimous  written  consent  dated July 29, 1997, adopted a resolution providing
for  the  creation  of  a  series of the Corporation's Preferred Stock, $.01 par
value,  which series is designated "Series A Convertible Preferred Stock", which
resolution  is  as  follows:

     RESOLVED,  that  pursuant  to authority vested in the Board of Directors by
the Certificate of Incorporation, as amended, the Board of Directors does hereby
provide  for  the  creation  of  a series of the Preferred Stock, $.01 par value
(hereafter  called the "Preferred Stock"), of the Corporation, and to the extent
that  the  voting  powers  and  the  designations,  preferences  and  relative,
participating,  optional or other special rights thereof and the qualifications,
limitations  or  restrictions  of  such  rights  have  not been set forth in the
Certificate  of  Incorporation,  as amended, of the Corporation, does hereby fix
the  same  as  follows:

     The rights, preferences, privileges, and limitations granted to and imposed
on the Series A Convertible Preferred Stock (the "Series A Convertible Preferred
Stock"), which series shall consist of 3,000 shares, are as set forth below. The
following  rights,  preferences,  privileges, and limitations are subject to the
designation,  description,  and  terms  of  one  or  more  subsequent  series of
Preferred Stock by the Board of Directors of American Bingo & Gaming Corp., (the
"Corporation")  pursuant  to  authority  granted  by  the  Certificate  of
Incorporation.  To  the  extent  that  the  rights, preferences, privileges, and
limitations  of any such subsequent series conflict or are inconsistent with any
of  the  rights,  preferences,  privileges,  and  limitations  of  the  Series A
Convertible  Preferred  Stock,  the  designation and description of terms of the
subsequent  series  which  is the latest so designated shall control and prevail
over  the  rights,  preferences,  privileges,  and  limitations  of the Series A
Convertible  Preferred  Stock.

     SECTION 1. DEFINITIONS.  As used herein, the following terms shall have the
                -----------
following  meanings:

     "AMEX"  shall  mean  the  American  Stock  Exchange,  Inc.

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

<PAGE>
     "Business  Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized or required by law
to  remain  closed.

     "Common  Stock"  shall  mean  the  Common  Stock,  $.001  par value, of the
Corporation.

     "Computed  Price"  of  one share of Common Stock on any date shall mean the
product obtained by multiplying (a) the Conversion Percentage applicable on such
date  times  (b)  the  arithmetic  average  of the per share Market Price of the
      -----
Common  Stock for the Measurement Period with respect to the applicable dividend
payment  date;  provided,  however,  that  in  no event shall the Computed Price
                --------   -------
determined  in accordance with this clause (2) be greater than $5.50 (subject to
equitable  adjustments  for  stock  splits,  stock  dividends,  combinations,
recapitalizations,  reclassifications  and  similar events occurring on or after
the  date  of  filing  of this Certificate of Designations with the Secretary of
State  of  the  State  of  Delaware).

     "Conversion  Agent"  shall mean American Stock Transfer & Trust Company, or
its  duly  appointed  successor.

     "Conversion  Amount"  initially  shall  be  equal  to $1,000.00, subject to
adjustment  as  hereinafter  provided.

     "Conversion  Date" shall mean the date on which the notice of conversion is
actually  received  by  the Conversion Agent, whether by mail, courier, personal
service,  telephone  line  facsimile  transmission, or other means, in case of a
conversion  at  the  option  of  the  holder  pursuant  to  Section  10(a).

     "Conversion  Deferral  Notice" shall mean a notice given by the Corporation
to  the  Holders  of  Series  A  Convertible Preferred Stock pursuant to Section
10(a)(iii),  which notice shall state (1) that the Corporation is exercising its
right  to  defer conversion of all or a portion of the Excess Shares pursuant to
Section  10(a)(iii),  (2)  the number of Excess Shares held by such holder as to
which conversion is deferred, and (3) the Conversion Value per unredeemed Excess
Share  or  the  formula  for determining the same, determined in accordance with
Section  10(a)(iii).

     "Conversion  Notice"  shall  mean  a  written  notice, duly signed by or on
behalf  of  the  holder,  stating  the  number of shares of Series A Convertible
Preferred  Stock  to  be  converted  in  the  form specified in the Subscription
Agreement.

     "Conversion  Percentage"  shall  mean  80%.

     "Conversion  Rate"  shall  have  the  meaning  provided  in  Section 10(a).

     "Conversion  Value"  initially  shall  be  equal  to  $1,000.00, subject to
adjustment  as  provided  in  Section  10(a)(iii).

                                        2
<PAGE>
     "Converting  Holder"  shall  mean  a holder of Series A Preferred Stock who
delivers  to  the  Corporation  a  Conversion  Notice.

     "Current  Market  Price" shall mean with respect to any date the arithmetic
average  of  the  Market Price of the Common Stock on the 30 consecutive trading
days  commencing  45  trading  days  before  such  date.

     "Excess  Shares"  shall  have  the  meaning  set  forth  in  Section  9.

     "Exchange  Act" shall mean the Securities Exchange Act of 1934, as amended.

     "First  Conversion  Period" shall mean the period beginning on the 90th day
after  the  Issuance  Date  and ending on the 134th day after the Issuance Date.

     "Floor  Price"  shall  mean $4.00 per share subject to equitable adjustment
from  time  to time, on terms reasonably acceptable to the holders of a majority
of the outstanding shares of Series A Convertible Preferred Stock, for (i) stock
splits,  (ii)  stock dividends, (iii) combinations (iv) capital reorganizations,
(v)  issuance  to  all holders of Common Stock of rights or warrants to purchase
shares  of  Common  Stock  at a price per share less than the Market Price which
would  otherwise  be  applicable,  (vi)  the  distribution by the Company to all
holders  of  Common  Stock  of  evidences of indebtedness of the Company or cash
(other  than  regular  quarterly  cash  dividends),  (vii)  tender offers by the
Company  or  any  subsidiary  of  the  Company or other repurchases of shares of
Common Stock on one or more transaction which, individually or in the aggregate,
result  in  the  purchase  of  more than 10% or the Common Stock outstanding and
(viii)  similar  events  relating  to  the Common Stock, in each such case which
occur  during  the  Measurement  Period.

     "Floor  Price Amount" shall mean the number of shares of Common Stock which
would  be  issuable to a Converting Holder on any Conversion Date, assuming that
the  Preferred  Shares surrendered for conversion by such Converting Holder were
converted  at  the  Floor  Price.

     "Floor  Price Shares" shall mean the number of shares of Series A Preferred
Stock  which,  if converted at the Conversion Price, would be convertible into a
number  of  shares  of  Common  Stock  equal  to  the  Floor  Price  Amount.

     "Fourth Conversion Period" shall mean the period beginning on the 240th day
after  the  Issuance  Date.

     "Inconvertibility  Notice"  shall  have  the  meaning  provided  in Section
7(a)(2).

     "Issuance Date" shall mean the first date of original issuance of any share
of  Series  A  Convertible  Preferred  Stock.

     "Junior  Dividend Stock" shall mean, collectively, the Common Stock and any
other  class or series of capital stock of the Corporation, ranking junior as to
dividends  to  the  Series  A  Convertible  Preferred  Stock.

                                        3
<PAGE>
     "Junior  Liquidation  Stock" shall mean the Common Stock or any other class
or  series  of the Corporation's capital stock, ranking junior as to liquidation
rights  to  the  Series  A  Convertible  Preferred  Stock.

     "Liquidation Preference" shall mean, for each share of Series A Convertible
Preferred  Stock, the sum of (i) all dividends accrued and unpaid thereon to the
date  of final distribution to such holders, (ii) accrued and unpaid interest on
dividends  in  arrears (computed in accordance with Section 5(a)) to the date of
distribution,  and  (iii)  $  1,000.00.

     "Market  Price" of any security on any date shall mean the closing high bid
price  of  such  security  on  such date on the principal securities exchange or
other  market  on which such security is listed for trading, as reported by such
exchange  or  other  market;  provided,  however, that if during any Measurement
                              --------   -------
Period:

     (i)     The  Corporation  shall  declare  or  pay  a  dividend  or  make  a
distribution  to all holders of the outstanding Common Stock in shares of Common
Stock  or  fix  any record due for any such action, then the Market Price of the
Common Stock for each day in such Measurement Period prior to the earlier of (1)
the  date  fixed  for the determination of stockholders entitled to receive such
dividend  or other distribution and (2) the date on which ex-dividend trading in
the  Common  Stock with respect to such dividend or distribution begins shall be
reduced  by  multiplying  the  Market  Price  (determined without regard to this
proviso) for each such day in such Measurement Period by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of  business  on the earlier of (1) the record date fixed for such determination
and  (2)  the date on which ex-dividend trading in the Common Stock with respect
to  such dividend or distribution begins and the denominator shall be the sum of
such  number of shares and the total number of shares constituting such dividend
or  other  distribution;

     (ii)     The  Corporation  shall issue rights or warrants to all holders of
its  outstanding shares of Common Stock, or fix a record date for such issuance,
which  rights  or  warrants  entitle  such holders (for a period expiring within
forty-five  (45) days after the date fixed for the determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of  Common  Stock  at  a  price per share less than the Market Price (determined
without  regard to this proviso) for any day in such Measurement Period which is
prior to the end of such 45-day period, then the Market Price for such day shall
be  reduced so that the same shall equal the price determined by multiplying the
Market  Price (determined without regard to this proviso) by a fraction of which
the  numerator  shall be the number of shares of Common Stock outstanding at the
close of business on the record date fixed for the determination of stockholders
entitled  to receive such rights or warrants plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase
at such Market Price, and of which the denominator shall be the number of shares
of  Common  Stock  outstanding on the close of business on such record date plus
the  total  number  of  additional  shares  of  Common  Stock  so  offered  for
subscription  or purchase. In determining whether any rights or warrants entitle
the holders to subscribe for or purchase shares of Common Stock at less than the
Market Price (determined without regard to this proviso), and in determining the
aggregate  offering  price  of such shares of Common Stock, there shall be taken
into  account  any consideration received for such rights or warrants, the value
of  such  consideration, if other than cash, to be determined in good faith by a
resolution  of  the  Board  of  Directors  of  the  Corporation;

                                        4
<PAGE>
     (iii)     The outstanding shares of Common Stock shall be subdivided into a
greater  number  of  shares  of  Common  Stock  or  a  record  date for any such
subdivision  shall  be fixed, then the Market Price of the Common Stock for each
day  in  such  Measurement Period prior to the earlier of (1) the day upon which
such subdivision becomes effective and (2) the date on which ex-dividend trading
in  the  Common  Stock  with  respect  to  such  subdivision  begins  shall  be
proportionately  reduced,  and  conversely,  in  case  the outstanding shares of
Common  Stock shall be combined into a smaller number of shares of Common Stock,
the  Market  Price for each day in such Measurement Period prior to the day upon
which  such  combination  becomes  effective shall be proportionately increased;

     (iv)     The Corporation shall, by dividend or otherwise, distribute to all
holders  of  its  Common  Stock  shares  of  any  class  of capital stock of the
Corporation  (other  than  any dividends or distributions to which clause (i) of
this  proviso  applies)  or  evidences  of its indebtedness, cash or other asset
(including  securities,  but  excluding  any  rights  or warrants referred to in
clause  (ii) of this proviso and dividends and distributions paid exclusively in
cash  and excluding any capital stock, evidences of indebtedness, cash or assets
distributed  upon  a merger or consolidation) (the foregoing hereinafter in this
clause  (iv)  of this proviso called the "Securities"), or fix a record date for
any  such distribution, then, in each such case, the Market Price for any day in
such  Measurement  Period  prior  to the earlier of (1) the record date for such
distribution  and  (2) the date on which ex-dividend trading in the Common Stock
with respect to such distribution begins shall be reduced so that the same shall
be  equal  to  the  price determined by multiplying the Market price (determined
without  regard  to  this proviso) by a fraction of which the numerator shall be
the  Market  Price (determined without regard to this proviso) on such date less
the fair market value (as determined in good faith by resolution of the Board of
Directors  of  the  Corporation)  on  such  date of the portion of Securities so
distributed  or  to  be  distributed  to  one  share  of  Common  Stock  and the
denominator  shall  be  the  Market  Price  (determined  without  regard to this
proviso);  provided, however that in the event the then fair market value (as so
           --------  -------
determined)  of  the  portion of the Securities so distributed applicable to one
share  of  Common Stock is equal to or greater than the Market Price (determined
without  regard to this clause (iv) of this proviso) on any such day, in lieu of
the  foregoing  adjustment, adequate provision shall be made so that the holders
of  shares  of  Series  A  Convertible  Preferred  Stock shall have the right to
receive  in  payment of dividends on the share of Series A Convertible Preferred
Stock  or upon conversion of the shares of Series A Convertible Preferred Stock,
as  the  case may be, the amount of Securities the holders of shares of Series A
Convertible  Preferred  Stock  would  have  received had the number of shares of
Common Stock to be issued in payment of such dividends on the shares of Series A
Convertible Preferred Stock, or had the holder of shares of Series A Convertible
Preferred Stock converted the shares of Series A Convertible Preferred Stock, in
either  such case immediately prior to the record date for such distribution. If
the  Board  of  Directors of the Corporation determines the fair market value of
any  distribution for purposes of this clause (iv) by reference to the actual or
when  issued  trading  market  for  any securities comprising all or put of such
distribution, it must in doing so consider the prices in such market on the same
day  for  which  an  adjustment  in  the  Market  Price  is  being  determined.

                                        5
<PAGE>
     For  purposes of this clause (iv) and clauses (i) and (ii) of this proviso,
any  dividend  or distribution to which this clause (iv) is applicable that also
includes  shares  of  Common  Stock,  or  rights or warrants to subscribe for or
purchase shares of Common Stock to which clause (ii) of this proviso applies (or
both),  shall  be  deemed  instead  to  be (1) a dividend or distribution of the
evidences  of  indebtedness, assets, shares of capital stock, rights or warrants
other  than  such  shares  of Common Stock or rights or warrants to which clause
(ii)  of  this  proviso applies (and any Market Price reduction required by this
clause  (iv)  with  respect to such dividend or distribution shall then be made)
immediately  followed by (2) a dividend or distribution of such shares of Common
Stock  or  such  rights  or  warrants  (and  any  further Market Price reduction
required  by  clauses (i) and (ii) of this proviso with respect to such dividend
or  distribution  shall  then  be  made), except that any shares of Common Stock
included  in  such  dividend or distribution shall not be deemed "outstanding at
the  close  of  business  on  the  date fixed for such determination" within the
meaning  of  clause  (i)  of  this  proviso;

     (v)     The  Corporation  or any subsidiary of the Corporation shall (x) by
dividend or otherwise, distribute to all holders of its Common Stock cash in (or
fix  any  record date for any such distribution), or (y) repurchase or reacquire
shares  of  its  Common  Stock  (other than shares surrendered in payment of the
exercise  price or tax obligations incurred in connection with the exercise of a
stock  option  issued  to  any  of  the  Corporation's  employees, directors, or
consultants;  each,  an  "Option  Share  Surrender")  for,  in  either  case, an
aggregate  amount that, combined with (1) the aggregate amount of any other such
distributions  to all holders of its Common Stock made exclusively in cash after
Issuance Date and within the twelve (12) months preceding the date of payment of
such distribution, and in respect of which no adjustment pursuant to this clause
(v)  has  been  made,  (2) the aggregate amount of any cash plus the fair market
value  (as determined in good faith by a resolution of the Board of Directors of
the  Corporation)  of  consideration  paid in respect of any repurchase or other
reacquisition  by  the  Corporation  or any subsidiary of the Corporation of any
shares  of  Common  Stock  (other than an Option Share Surrender) made after the
Issuance Date and within the twelve (12) months preceding the date of payment of
such  distribution  or  making of such repurchase or  reacquisition, as the case
may  be,  and  in respect of which no adjustment pursuant to this clause (v) has
been made, and (3) the aggregate of any cash plus the fair market value (as good
faith  by  a  resolution  of  the  Board  of  Directors  of  the Corporation) of
consideration  payable  in respect of any tender offer by the Corporation or any
of  its subsidiaries for all or any portion of the Common Stock concluded within
the  twelve  (12)  months  preceding the date of payment of such distribution or
completion  of  such  repurchase  or  reacquisition,  as the case may be, and in
respect  of which no adjustment pursuant to clause (vi) of this proviso has been

                                        6
<PAGE>
made,  exceeds 10% of the product of the Market Price (determined without regard
to  this  proviso) on any day in such Measurement Period prior to the earlier of
(1)  the record date with respect to such distribution and (2) the date on which
ex-dividend trading in the Common Stock with respect to such distribution begins
or  the  date of such repurchase or reacquisition, as the case may be, times the
number  of  shares  of  Common Stock outstanding on such date, then, and in each
such case, the Market Price for such day shall be reduced so that the same shall
equal  the  price determined by multiplying the Market Price (determined without
regard  to  this  proviso) for such day by a fraction (i) the numerator of which
shall  be  equal to the Market Price (determined without regard to this proviso)
for  such  day  less  an  amount equal to the quotient of (x) the excess of such
combined  amount  over  such  10%  and  (y) the number of shares of Common Stock
outstanding  on such day and (ii) the denominator of which shall be equal to the
Market  Price  (determined  without  regard  to  proviso) on such day; provided,
                                                                       --------
however that in the event the portion of the cash so distributed or paid for the
-------
repurchase  or reacquisition of shares (determined per share based on the number
of  shares  of Common Stock outstanding) applicable to one share of Common Stock
is  equal to or greater than the Market Price (determined without regard to this
clause  (v) of this proviso) of the Common Stock on any such day, in lieu of the
foregoing  adjustment,  adequate  provision shall be made so that the holders of
shares  of  Series A Convertible Preferred Stock shall have the right to receive
in  payment  of  dividends  on shares of Series A Convertible Preferred Stock or
upon  conversion  of shares of Series A Convertible Preferred Stock, as the case
may  be,  the  amount  of  cash  the  holders  of shares of Series A Convertible
Preferred  Stock would have received had the number of shares of Common Stock to
be  issued  in  payment  of  such  dividends  on  shares of Series A Convertible
Preferred  Stock, or had the holders of shares of Series A Convertible Preferred
Stock  converted  shares of Series A Convertible Preferred Stock, in either such
case,  immediately prior to the record date for such distribution or the payment
date  of  such  repurchase,  as  applicable;  or

     (vi)     A  tender offer made by the Corporation or any of its subsidiaries
for  all  or  any portion of the Common Stock shall expire and such tender offer
(as  amended  upon  the  expiration  thereof)  shall  require  the  payment  to
stockholders  (based on the acceptance (up to any maximum specified in the terms
of  the  tender  offer)  of Purchased Shares (as defined below)) of an aggregate
consideration  having  a  fair  market  value  (as  determined  in good faith by
resolution  of the Board of Directors of the Corporation) that combined together
with  (1) the aggregate of the cash plus the fair market value (as determined in
good  faith by a resolution of the Board of Directors of the Corporation), as of
the  expiration of such tender offer, of consideration payable in respect of any
other tender offer, by the Corporation or any of its subsidiaries for all or any
portion of the Common Stock expiring within the twelve (12) months preceding the
expiration,  of such tender offer and in respect of which no adjustment pursuant
to this clause (vi) has been made, (2) the aggregate amount of any cash plus the
fair  market  value (as determined in good faith by a resolution of the Board of
Directors of the Corporation) of consideration paid in respect of any repurchase
or  other  reacquisition by the Corporation or any subsidiary of the Corporation
of  any shares of Common Stock (other than an Option Share Surrender) made after
the  Issuance Date and within the twelve (12) months preceding the expiration of
such  tender offer and in respect of which no adjustment pursuant to this clause

                                        7
<PAGE>
(vi)  has  been  made,  and (3) the aggregate amount of any distributions to all
holders of the Corporation's Common Stock made exclusively in cash within twelve
(12)  months  preceding,  the  expiration of such tender offer and in respect of
which  no  adjustment  pursuant  to  clause  (v)  of this proviso has been made,
exceeds  10%  of  the  product of the Market Price (determined without regard to
this  proviso)  on  any  day in such period times the number of shares of Common
Stock outstanding on such day, then, and in each such case, the Market Price for
such  day  shall be reduced so that the same shall equal the price determined by
multiplying  the  Market  Price  (determined without regard to this proviso) for
such  day  by a fraction of which the numerator shall be the number of shares of
Common  Stock outstanding on such day multiplied by the Market Price (determined
without  regard  to  this proviso) for such day and the denominator shall be the
sum  of  (x)  the  fair  market value (determined as aforesaid) of the aggregate
consideration payment to stockholders based on the acceptance (up to any maximum
specified  in  the  terms  tender  offer) of all shares validly tendered and not
withdrawn  as  of  the  last  time tenders could have been made pursuant to such
tender  offer  (the "Expiration Time") (the shares deemed so accepted, up to any
such maximum being referred to as the "Purchased Shares") and (y) the product of
the  number of shares of Common Stock outstanding (less any Purchased Shares) on
such  day and the Market Price determined without regard to this proviso) of the
Common  Stock  on  the  trading day next succeeding the Expiration Time.  If the
application of this clause (vi) to any tender offer would result  in an increase
in  the market Price (determined without regard to this proviso) for any day, no
adjustment  shall  be made for such tender offer under this clause (vi) for such
day;

provided  further,  however,  that  if  on  any  date there shall be no reported
--------  -------
closing  high  bid price of such security, the "Market Price" on such date shall
------
be the closing high bid of such security on the date next preceding such date on
which  a closing high bid price for such security has been so reported; provided
                                                                        --------
further,  however,  that  if on any date there shall be no reported closing high
-------   -------
bid  price  of such security and at the time the closing high bid price for such
date  is  being  determined  there  shall  be  known a closing high bid price so
reported  for  the date next subsequent to such date on which a closing high bid
price  shall have been so reported, then the Market Price on such date for which
there  shall  have been no reported closing high bid price shall be the lower of
(x)  the  Market  Price  as  determined  pursuant  to the second proviso to this
definition and (y) the closing high bid price as so reported for such succeeding
day  for  which  a  closing  high  bid  price  as  so  reported  is  known.

     "Maximum Share Amount" shall mean 937,450 shares, or such greater number as
would  be  permitted by the rules which are proposed to be adopted by the Nasdaq
(such  amount  to be subject to equitable adjustment from time to time for stock
splits,  stock  dividends,  combinations,  capital  reorganizations  and similar
events  relating  to  the  Common  Stock occurring after the date of filing this
Certificate  of  Designations  with  the  Secretary  of  State  of  the State of
Delaware),  of  Common  Stock.

     "Measurement  Period"  shall  mean, with respect to any date, the period of
twenty  (20)  consecutive  days  ending  one  day  prior  to  such  date.

     "Nasdaq"  shall  mean  the  Nasdaq  Small  Cap  Market.

                                        8
<PAGE>
     "NYSE"  shall  mean  the  New  York  Stock  Exchange,  Inc.

     "Parity Dividend Stock" shall mean any class or series or the Corporation's
Capital  stock  ranking,  as  to  dividends,  on  a  parity  with  the  Series A
Convertible  Preferred  Stock.

"Parity  Liquidation  Stock" shall mean any class or series of the Corporation's
capital  stock  having  parity  as  to  liquidation  rights  with  the  Series A
Convertible  Preferred  Stock.

     "Redemption  Date" shall mean the date of a redemption of share of Series A
Convertible  Preferred  Stock  pursuant  to  Section 9, determined in accordance
therewith.

     "Redemption  Notice"  shall  mean  a notice given by the Corporation to the
holders  of  Series  A  Convertible Preferred Stock pursuant to Section 9, which
notice  shall  state  (1) that the Corporation is exercising its right to redeem
all  or  a portion of the Excess Shares pursuant to Section 9, (2) the number of
Excess  Shares  held by such holder which are to be redeemed, (3) the Redemption
Price  per  share  of Series A Convertible Preferred Stock to be redeemed or the
formula  for determining the same, determined in accordance herewith and (4) the
applicable  Redemption  Date.

     "Redemption  Price" shall mean the greater of (i) the sum of (a) the sum of
(1)  the  Conversion  Value,  (2)  an  amount  equal  to  the accrued and unpaid
dividends  on  such  share  of  Series A Convertible Preferred Stock, and (3) an
amount  equal  to  the  accrued  and  unpaid  interest  on  dividends in arrears
(determined  as  provided  in Section 5) through the Redemption Date plus (b) an
                                                                     ----
amount  equal  to  the product obtained by multiplying (x) the sum stated in the
immediately  preceding  clause  (a)  times  (y)  the  quotient  (expressed  as a
                                     -----
percentage)  obtained  by dividing (A) the amount determined by subtracting from
100  percent  the  Conversion Percentage in effect on the Redemption Date by (B)
the  Conversion  Percentage  in effect on the Redemption Date and (ii) an amount
equal  to the product obtained by multiplying (x) the number of shares of Common
Stock  which would, but for the redemption pursuant to Section 9, be issuable on
conversion in accordance with Section 10(a) of one share of Series A Convertible
Preferred Stock and any accrued and unpaid dividends thereon and any accrued and
unpaid  interest  on  dividends  thereon  in arrears if a Conversion Notice were
given by the holder of such share of Series A Convertible Preferred Stock on the
Redemption  Date  (determined  without  regard  to  any limitation on conversion
contained in Section 10(a)) times (y) the arithmetic average of the Market Price
                            -----
of  the  Common Stock for the twenty consecutive trading days ending one trading
day  prior  to  the  Redemption  Date.

     "Restricted  Person"  shall  have  the  meaning  provided in Section 10(a).

     "Second Conversion Period" shall mean the period beginning on the 135th day
after  the  Issuance  Date  and ending on the 179th day after the Issuance Date.

     "SEC"  shall  mean  the  United  States Securities and Exchange Commission.

     "Senior  Dividend Stock" shall mean any class or series of capital stock of
the  Corporation  ranking  senior  as  to  dividends to the Series A Convertible
Preferred  Stock.

                                        9
<PAGE>
     "Senior  Liquidation Stock" shall mean any class or series of capital stock
of  the  orporation  ranking  senior  as  to  liquidation rights to the Series A
Convertible  Preferred  Stock.

     "Series  A Convertible Preferred Stock" shall mean the Series A Convertible
Preferred  Stock  of  the  Corporation.

     "Share  Limitation  Redemption  Date"  shall  mean  each  date on which the
Corporation is required to redeem shares of Series A Convertible Preferred Stock
as  provided  in  this  Section  7(a).

     "Share  Limitation  Redemption Price" shall mean the greater of (i) the sum
of  (a)  the sum of (1) the Conversion Value, (2) an amount equal to the accrued
but  unpaid dividends on the share of Series A Convertible Preferred Stock to be
redeemed  pursuant  to Section 7(a), and (3) an amount to the accrued and unpaid
interest on dividends in arrears on such share of Series A Convertible Preferred
Stock  through  the  applicable Share Limitation Redemption Date (as provided in
Section  5)  plus (b) an amount equal to the product obtained by multiplying (x)
             ----
the  sum  stated  in the immediately preceding clause (a) times (y) the quotient
                                                          -----
(expressed  as  a  percentage) obtained by dividing (A) the amount determined by
subtracting  from  100  percent  the  Conversion  Percentage  in  effect  on the
applicable  Share Limitation Redemption Date by (B) the Conversion Percentage in
                                             --
effect  on  the  applicable  Share Limitation Redemption Date and (ii) an amount
equal  to the product obtained by multiplying (x) the number of shares of Common
Stock  which would, but for the redemption pursuant to Section 7(a), be issuable
on  conversion  in  accordance  with  Section  10(a)  of  one  share of Series A
Convertible Preferred Stock and any accrued and unpaid dividends thereon and any
accrued  and  unpaid  interest  on  dividends thereon in arrears if a Conversion
Notice  were given by the holder of such share of Series A Convertible Preferred
Stock  on  the  applicable  Share Limitation Redemption Date (determined without
regard to any limitation on conversion contained in Section 10(a)) times (y) the
                                                                   -----
arithmetic  average  of  the  Market  Price  of  the  Common  Stock for the five
consecutive  trading  days  ending one trading day prior to the applicable Share
Limitation  Redemption  Date.

     "Stockholder  Approval"  shall mean the approval by a majority of the votes
cast  by  the  holders  of  shares  of Common Stock (in person or by proxy) at a
meeting  of the stockholders of the Corporation (duly convened at which a quorum
was present), or a written consent of holders of shares of Common Stock entitled
to  such  number  of  votes  given  without  a  meeting,  of the issuance by the
Corporation of 20% or more of the Common Stock of the Corporation outstanding on
the  Issuance Date for less than the greater of the book or market value of such
Common  Stock  on conversion of the Series A Convertible Preferred Stock, as and
to  the  extent  required  under  rules  proposed  to  be adopted by the Nasdaq.

     "Subscription  Agreement" shall mean the Subscription Agreement between the
Corporation  and the original holder of shares of Series A Convertible Preferred
Stock  pursuant to which the shares of Series A Convertible Preferred Stock were
issued.

     "Tender  Offer"  means  a  tender  offer  or  exchange  offer.

                                       10
<PAGE>
     "Third  Conversion Period" shall mean the period beginning on the 180th day
after  the  Issuance  Date  and ending on the 239th day after the Issuance Date.

     SECTION  2.  DESIGNATION  AND  AMOUNT.  The  shares of such series shall be
                  ------------------------
designated  as  "Series A Convertible Preferred Stock", and the number of shares
constituting  the Series A Convertible Preferred Stock shall be 3,000, and shall
not  be  subject  to  increase.

     SECTION  3.  STATED CAPITAL. The amount to be represented in stated capital
                  --------------
at all times for each share of Series A Convertible Preferred Stock shall be the
greater  of  (i) the sum of (a) the sum of (1) $1,000, (2) to the extent legally
available,  the  accrued  but  unpaid  dividends  on  such  share  of  Series  A
Convertible  Preferred  Stock, and (3) an amount equal to the accrued and unpaid
interest  on dividends in arrears (as provided in Section 5) through the date of
determination  plus  (b)  an amount equal to the product obtained by multiplying
               ----
(x)  the  sum  stated  in  the  immediately  preceding  clause (a) times (y) the
                                                                   -----
quotient  (expressed  as  a  percentage)  obtained  by  dividing  (A) the amount
determined  by  subtracting from 100 percent the Conversion Percentage in effect
on such date of determination by (B) the Conversion Percentage in effect on such
                              --
date  of  determination  and  (ii)  an  amount  equal to the product obtained by
multiplying (x) the number or shares of Common Stock which would, at the time of
such  determination,  be issuable on conversion in accordance with Section 10(a)
of  one share of Series A Convertible Preferred Stock and any accrued and unpaid
dividends  thereon  and  any accrued and unpaid interest on dividends thereon in
arrears  if  a  Conversion  (as defined herein) were given by the holder of such
share  of Series A Convertible Preferred Stock on the date of such determination
(determined  without  regard to any limitation on conversion contained in 10(a))
times (y) the arithmetic average of the Market Price of the Common Stock for the
 ----
five  consecutive  trading days ending one trading day prior to the date of such
determination.  The  Corporation  shall  take  such action as may be required to
maintain  the  amount  required  by  this  Section 3 to be represented in stated
capital  for  the  Series A Convertible Preferred Stock not less frequently than
monthly.

     SECTION  4.  RANK.  All Series A Convertible Preferred Stock shall rank (i)
                  ----
senior  to the Common Stock, now or hereafter issued, as to payment of dividends
and  distribution  of assets upon liquidation, dissolution, or winding up of the
Corporation,  whether  voluntary  or  involuntary,  (ii)  on  a  parity with any
additional  series  of  the  class  of Preferred Stock which series the Board of
Directors  may  from time to time authorize, both as to payment of dividends and
as  to  distributions  of assets upon liquidation, dissolution, or winding up of
the  Corporation,  whether  voluntary or involuntary, (iii) on a parity with the
shares  of any additional class of preferred stock (or series of preferred stock
of such class) which the Board of Directors or the stockholders may from time to
time  authorize  in  accordance herewith, which class (or series thereof) by its
terms  ranks on a parity with the shares of Series A Convertible Preferred Stock
and  (iv)  senior to any other class or series of preferred stock (other than as
stated  in the immediately preceding clauses (ii) and (iii)) of the Corporation.

                                       11
<PAGE>
     SECTION  5.  DIVIDENDS  AND  DISTRIBUTIONS.  (a)  The  holders of shares of
                  -----------------------------
Series A Convertible Preferred Stock shall be entitled to receive, when, as, and
if  declared  by  the Board of Directors out of funds legally available for such
purpose, dividends at the rate of $70.00 per annum per share, and no more, which
shall  be  fully  cumulative, shall accrue without interest (except as otherwise
provided  herein  as to dividends in arrears) from the date of original issuance
until the second anniversary of the Issuance Date and shall be payable quarterly
on  February 1, May 1, August 1, and November 1 of each year commencing November
1,  1997  (except that if any such date is a Saturday, Sunday, or legal holiday,
then  such  dividend  shall  be payable on the next succeeding day that is not a
Saturday,  Sunday,  or legal holiday) to holders of record as they appear on the
stock  books  of the Corporation on such record dates, not more than 20 nor less
than  10  days preceding the payment dates for such dividends, as shall be fixed
by  the  Board.  Dividends  on the Series A Convertible Preferred Stock shall be
paid  in  cash  or, subject to the limitations in Section 5(b) hereof, shares of
Common  Stock of the Corporation or any combination of cash and shares of Common
Stock,  at the option of the Corporation as hereinafter provided.  The amount of
the dividends payable per share of Series A Convertible Preferred Stock for each
quarterly  dividend  period  shall  be  computed by dividing the annual dividend
amount by four.  The amount of dividends payable for the initial dividend period
and  any  period shorter than a full quarterly dividend period shall be computed
on the basis of a 360-day year of twelve 30-day months.  Dividends not paid on a
payment  date,  whether  or  not  such  dividends  have been declared, will bear
interest  at  the  rate  of  12%  per  annum  until  paid. No dividends or other
distributions,  other  than the dividends payable solely in shares of any Junior
Dividend  Stock,  shall be paid or set apart for payment on any shares of Junior
Dividend  Stock, and no purchase, redemption, or other acquisition shall be made
by  the  Corporation of any shares of Junior Dividend Stock unless and until all
accrued  and  unpaid  dividends  on the Series A Convertible Preferred Stock and
interest  on  dividends  in arrears at the rate specified herein shall have been
paid  or  declared  and  set  apart  for  payment.

     If  at  any  time any dividend on any the Senior Dividend Stock shall be in
default,  in  whole  or  in  part, no dividend shall be paid or declared and set
apart  for  payment on the Series A Convertible Preferred Stock unless and until
all  accrued  and  unpaid  dividends  with respect to the Senior Dividend Stock,
including  the  full  dividends for the then current dividend period, shall have
been  paid  or  declared  and  set  apart for payment, without interest. No full
dividends  shall  be  paid  or  declared and set apart for payment on any Parity
Dividend  Stock  for  any  period  unless  all accrued but unpaid dividends (and
interest  on  dividends  in  arrears at the rate specified herein) have been, or
contemporaneously  are,  paid  or declared and set apart for such payment on the
Series  A  Convertible  Preferred  Stock.  No  full  dividends  shall be paid or
declared  and  set apart for payment on the Series A Convertible Preferred Stock
for  any  period  unless  all  accrued  but  unpaid  dividends  have  been,  or
contemporaneously  are, paid or declared and set apart for payment on the Parity
Dividend  Stock  for all dividend periods terminating on or prior to the date of
payment  of  such  full  dividends. When dividends are not paid in full upon the
Series  A  Convertible  Preferred  Stock  and  the  Parity  Dividend  Stock, all
dividends  paid  or  declared  and set apart for payment upon shares of Series A
Convertible  Preferred  Stock  (and interest on dividends in arrears at the rate
specified  herein)  and  the Parity Dividend Stock shall be paid or declared and
set apart for payment pro rata, so that the amount of dividends paid or declared
and  set apart for payment per share on the Series A Convertible Preferred Stock
and  the  Parity  Dividend  Stock shall in all cases bear to each other the same
ratio  that  accrued  and  unpaid  dividends per share on the shares of Series A
Convertible  Preferred  Stock  and the Parity Dividend Stock bear to each other.

                                       12
<PAGE>
     Any  references  to "distribution" contained in this Section 5 shall not be
deemed  to  include  any stock dividend or distributions made in connection with
any  liquidation,  dissolution,  or  winding  up  of  the  Corporation,  whether
voluntary  or  involuntary.

     (b)     If the Corporation elects in the exercise of its sole discretion to
issue shares of Common Stock in payment of dividends on the Series A Convertible
Preferred Stock, the Corporation shall issue and dispatch, or cause to be issued
and  dispatched,  by  the  fifth trading day after such dividend payment date to
each holder of such shares a certificate representing the number of whole shares
of  Common  Stock  arrived  at  by dividing the per share Computed Price of such
shares of Common Stock into the total amount of cash dividends such holder would
be  entitled  to  receive if the aggregate dividends on the Series A Convertible
Preferred  Stock  held  by  such holder which are being paid in shares of Common
Stock  were  being  paid  in  cash;  provided,  however,  that  if  certificates
                                     --------   -------
representing  shares  of  Common  Stock  are issued and dispatched to holders of
Series A Convertible Preferred Stock subsequent to the fifth trading day after a
dividend  payment date, the percentage used to calculate the Computed Price will
be  reduced by one percentage point for each trading day after the third trading
day  following  such  dividend payment date to the date of dispatch of shares of
Common  Stock.  No  fractional shares of Common Stock shall be issued in payment
of dividends. In lieu thereof, the Corporation shall pay cash in an amount equal
to  the  product of (x) the Market Price of the Common Stock for the Measurement
Period  applicable  to such dividend times (y) the fraction of a share of Common
                                     -----
Stock  which  would  otherwise  be  issuable by the Corporation. The Corporation
shall  not  exercise  its  right  to  issue shares of Common Stock in payment of
dividends  on  Series  A  Convertible  Preferred  Stock  if:

     (i)     the  number  of  shares  of  Common  Stock  at the time authorized,
unissued and unreserved for all purposes, or held in the Corporation's treasury,
is  insufficient  to  pay  the portion of such dividends to be paid in shares of
Common  Stock;

     (ii)     the  issuance  or delivery of shares of Common Stock as a dividend
payment  would  require  registration  with  or  approval  of  any  governmental
authority under any law or regulation, and such registration or approval has not
been  effected  or  obtained;

     (iii)     the  shares  of  Common  Stock to be issued as a dividend payment
have  not  been authorized for listing, upon official notice of issuance, on any
securities  exchange or market on which the Common Stock is then listed; or have
not  been  approved  for  quotation  if  the  Common  Stock  is  traded  in  the
over-the-counter  market;

     (iv)     the  Computed  Price  (determined without regard to the proviso to
the definition thereof) is less than the par value of one share of Common stock;

     (v)     the  shares  of  Common  Stock  (A)  cannot  be sold or transferred
without  restriction  by  unaffiliated holders who receive such shares of Common
Stock as a dividend payment or (B) are no longer listed on a national securities
exchange,  on  the  Nasdaq  National  Market  or  the Nasdaq SmallCap Market; or

                                       13
<PAGE>
     (vi)     the  issuance of shares of Common Stock in payment of dividends on
Series  A Convertible Preferred Stock held by any Restricted Person would result
in any Restricted Person beneficially owning more than 4.9% of the Common Stock,
determined  as  provided  in the proviso to the second sentence of Section 10(a)
hereof.

     Shares  of  Common  Stock  issued  in  payment  of  dividends  on  Series A
Convertible  Preferred  Stock  pursuant  to  this  Section shall be, and for all
purposes  shall  be  deemed  to be, validly issued, fully paid and nonassessable
shares  of Common stock of the Corporation; the issuance and delivery thereof is
hereby  authorized, and the dispatch thereof will be, and for all purposes shall
be  deemed  to  be, payment in full of the cumulative dividends to which holders
are  entitled  on  the  applicable  dividend  payment  date.

     (c)     Neither the Corporation nor any subsidiary of the Corporation shall
redeem,  repurchase  or  otherwise  acquire  in any one transaction or series of
related transactions any shares of Common Stock, Junior Dividend Stock or Junior
Liquidation  Stock if the number of shares so repurchased, redeemed or otherwise
acquired  in  such  transaction or series of related transactions (excluding any
Option  Share Surrender) is more than either (x) 5.0% of the number of shares of
Common Stock, Junior Dividend Stock or Junior Liquidation Stock, as the case may
be,  outstanding  immediately  prior  to  such  transaction or series of related
transactions  or (y) 1% of the number of shares of Common Stock, Junior Dividend
Stock  or  Junior Liquidation Stock, as the case may be, outstanding immediately
prior  to such transaction or series of related transactions if such transaction
or  series of related transactions is with any one person or group of affiliated
persons,  unless  the Corporation or such subsidiary offers to purchase for cash
from  each  holder of shares of Series A Convertible Preferred Stock at the time
of  such  redemption,  repurchase  or  acquisition  the  same percentage of such
holder's shares of Series A Convertible Preferred Stock as the percentage of the
number  of  outstanding  shares of Common Stock, Junior Dividend Stock or Junior
Liquidation  Stock,  as  the  case  may  be,  to  be so redeemed, repurchased or
acquired  at  a purchase price per share of Series A Convertible Preferred Stock
equal  to the greater of (i) the sum of (a) the sum of (1) the Conversion Value,
(2)  an amount equal to the accrued but unpaid dividends on such share of Series
A  Convertible  Preferred  Stock,  plus  (3)  an amount equal to the accrued and
                                   ----
unpaid  interest  on  dividends in arrears (determined as provided in Section 5)
through  the  date  of purchase pursuant to this Section 5(c) plus (b) an amount
                                                              ----
equal  to  the  product  obtained  by  multiplying  (x)  the  sum  stated in the
immediately  preceding  clause  (a)  times  (y)  the  quotient  (expressed  as a
                                     -----
percentage)  obtained  by dividing (A) the amount determined by subtracting from
100 percent the Conversion Percentage in effect on the date of purchase pursuant
to  this  Section 5(c) by (B) the Conversion Percentage in effect on the date of
                       --
purchase  pursuant  to this Section 5(c) and (ii) an amount equal to the product
obtained  by  multiplying  (x) the number of shares of Common Stock which would,
but for the purchase pursuant to this Section 5(c), be issuable on conversion in
accordance  with  Section  10(a)  of one share of Series A Convertible Preferred
Stock  and  any  accrued and unpaid dividends thereon and any accrued and unpaid
interest  on  dividends  thereon in arrears if a Conversion Notice were given by
the  holder of such share of Series A Convertible Preferred Stock on the date of
purchase  pursuant  to  this  Section  5(c)  (determined  without  regard to any
limitation  on  conversion  contained in Section 10(a)) times (y) the arithmetic
                                                        -----
average  of the Market Price of the Common Stock for the Measurement Period with
respect  to  the  date  of  purchase  pursuant  to  this  Section  5(c).

                                       14
<PAGE>
     (d)     Neither the Corporation nor any subsidiary of the Corporation shall
(1)  make  any  Tender  Offer for outstanding shares of Common Stock, unless the
Corporation  contemporaneously  therewith  makes  an offer, or (2) enter into an
agreement regarding a Tender Offer for outstanding shares of Common Stock by any
person  other  than the Corporation or any subsidiary of the Corporation, unless
such person agrees with the Corporation to make an offer, in either such case to
each  holder  of  outstanding  shares of Series B Convertible Preferred Stock to
purchase  for  cash  at  the  time  of  purchase  in  such Tender Offer the same
percentage of shares of Series A Convertible Preferred Stock held by such holder
as  the percentage of outstanding shares of Common Stock offered to be purchased
in  such  Tender  Offer  at  a price per share of Series A Convertible Preferred
Stock  equal  to the greater of (i) the sum of (a) the sum of (1) the Conversion
Value,  (2) an amount equal to the accrued but unpaid dividends on such share of
Series A Convertible Preferred Stock, and (3) an amount equal to the accrued and
unpaid  interest  on  dividends in arrears (determined as provided in Section 5)
through  the  date  of purchase pursuant to this Section 5(d) plus (b) an amount
                                                              ----
equal  to  the  product  obtained  by  multiplying  (x)  the  sum  stated in the
immediately  preceding  clause  (a)  times  (y)  the  quotient  (expressed  as a
                                     -----
percentage)  obtained  by dividing (A) the amount determined by subtracting from
100 percent the Conversion Percentage in effect on the date of purchase pursuant
to  this  Section 5(d) by (B) the Conversion Percentage in effect on the date of
                       --
purchase  pursuant  to this Section 5(d) and (ii) an amount equal to the product
obtained  by  multiplying  (x) the number of shares of Common Stock which would,
but for the purchase pursuant to this Section 5(d), be issuable on conversion in
accordance  with  Section  10(a)  of one share of Series A Convertible Preferred
Stock  and  any  accrued and unpaid dividends thereon and any accrued and unpaid
interest  on  dividends  thereon in arrears if a Conversion Notice were given by
the  holder of such share of Series A Convertible Preferred Stock on the date of
purchase  pursuant  to  this  Section  5(d)  (determined  without  regard to any
limitation  on  conversion  contained  in Section 10(a)) times (y) the price per
                                                         -----
share  of  Common  Stock  offered  in  such  Tender  Offer.

     SECTION  6.  LIQUIDATION  PREFERENCE.  In  the  event  of  a  liquidation,
                  -----------------------
dissolution, or winding up of the Corporation, whether voluntary or involuntary,
the holders of Series A Convertible Preferred Stock shall be entitled to receive
out  of  the  assets  Of  the Corporation, whether such assets constitute stated
capital  or  surplus  of any nature, an amount per share of Series A Convertible
Preferred  Stock  equal  to  the Liquidation Preference, and no more, before any
payment  shall  be  made  or  any  assets  distributed  to the holders of Junior
Liquidation  Stock;  provided,  however,  that  such  rights shall accrue to the
                     --------   -------
holders  of  Series  A  Convertible  Preferred  Stock only in the event that the
Corporation's payments with respect to the liquidation preference of the holders
of Senior Liquidation Stock are fully met.  After the liquidation preferences of
the Senior Liquidation Stock are fully met, the entire assets of the Corporation
available  for  distribution  shall be distributed ratably among (the holders of
the  Series  A  Convertible  Preferred Stock and any Parity Liquidation Stock in
proportion to the respective preferential amounts to which each is entitled (but
only  to  the extent of such preferential amounts). After payment in full of the
liquidation  price of the shares of the Series A Convertible Preferred Stock and
the  Parity  Liquidation Stock, the holders of such shares shall not be entitled
to  any  further participation in any distribution of assets by the Corporation.
Neither  a  consolidation  or merger of the Corporation with another corporation
nor  a  sale  or  transfer  of all or part of the Corporation's assets for cash,
securities, or other property in and of itself will be considered a liquidation,
dissolution,  or  winding  up  of  the  Corporation.

                                       15
<PAGE>
     SECTION  7.  MANDATORY  REDEMPTION  BASED  ON MAXIMUM SHARE AMOUNT.  (1) If
                  -----------------------------------------------------
rules  of the Nasdaq SmallCap Market ("Nasdaq") relating to stockholder approval
of  certain  matters  which  rules,  at  the  date of filing this Certificate of
Designations,  are  proposed  to  be  adopted  by the Nasdaq, are adopted by the
Nasdaq  and  are  applicable  in  conversion  of  shares of Series A Convertible
Preferred  Stock  so  as to limit the number of shares of Common Stock which the
Corporation  may  issue  upon  conversion  of  shares  of  Series  A Convertible
Preferred  Stock  and  payment  of  dividends  on shares of Series A Convertible
Preferred  Stock,  then  the  provisions  of this Section 7 shall be applicable.
Notwithstanding  any  other  provision  herein,  unless the Stockholder Approval
shall  have  been obtained from the stockholders of the Corporation or waived by
the  Nasdaq,  the  Corporation shall not be required to issue upon conversion of
shares  of Series A Convertible Preferred Stock pursuant to Section 10 more than
the  Maximum  Share  Amount, less the aggregate number of shares of Common Stock
issued  by  the  Corporation  pursuant to Section 5 as dividends on the Series A
Convertible  Preferred  Stock. The Maximum Share Amount shall be allocated among
the  shares  of  Series  A  Convertible  Preferred  Stock at the time of initial
issuance  thereof  pro  rata  based  on the total number of authorized shares of
Series A Convertible Preferred Stock provided in Section 2. Each certificate for
shares  of  Series  A  Convertible Preferred Stock initially issued shall bear a
notation  as  to  the  number  of shares constituting the portion of the Maximum
Share  Amount  allocated  to  the shares of Series A Convertible Preferred Stock
represented  by  such  certificate  for  purposes  of  conversion  thereof.  The
Corporation  shall  maintain  records  which show the number of shares of Common
Stock issued by the Corporation pursuant to Section 5 as dividends on the shares
of  Series  A Convertible Preferred Stock represented by each certificate, which
records shall be controlling to the absence of manifest error. Upon surrender of
any  certificate for shares of Series A Convertible Preferred Stock for transfer
or  re-registration  thereof  (or,  at  the option of the holder, for conversion
pursuant to Section 10(a) of less than all of the shares of Series A Convertible
Preferred  Stock  represented thereby), the Corporation shall make a notation on
the  new  certificate issued upon such transfer or re-registration or evidencing
such  unconverted  shares,  as  the  case  may be, as to the remaining number of
shares  of  Common  Stock  from the Maximum Share Amount remaining available for
conversion  of  the  shares of Series A Convertible Preferred Stock evidenced by
such  new certificate (including, without limitation, by taking into account the
number of shares of Common Stock issued by the Corporation pursuant to Section 5
as  a dividend on the shares of Series A Convertible Preferred Stock represented
by  the  certificate  so  surrendered  and  not  previously  reflected  on  the
certificate  so  surrendered,  as  shown  on  the  records  maintained  by  the
Corporation).  If  any  certificate for shares of Series A Convertible Preferred
Stock  is surrendered for split-up into two or more certificates representing an
aggregate  number of shares of Series A Convertible Preferred Stock equal to the
number  of  shares  of  Series  A Convertible Preferred Stock represented by the
certificate  so  surrendered  (as  reduced  by any contemporaneous conversion of
shares of Series A Convertible Preferred Stock represented by the certificate so
surrendered),  each certificate issued on such split-up shall bear a notation of
the portion of the Maximum Share Amount allocated thereto determined by pro rata
allocation  from  among  the  remaining  portion  of  the  Maximum  Share Amount
allocated  to  the  certificate  so  surrendered.  If  any  shares  of  Series A
Convertible Preferred Stock represented by a single certificate are converted in
full  pursuant  to  Section  10,  all of the portion of the Maximum Share Amount
allocated  to  such shares of Series A Convertible Preferred Stock which remains
unissued after such conversion shall be re-allocated pro rata to the outstanding
shares  of  Series A Convertible Preferred Stock held of record by the holder of
record  at the close of business on the date of such conversion of the shares of
Series  A  Convertible  Preferred  Stock  so converted, and if there shall be no
other  shares  of  Series  A  Convertible Preferred Stock held of record by such
holder  at  the close of business on such date, then such portion of the Maximum
Share  Amount  shall  be  allocated  pro  rata  among  the  shares  of  Series A
Convertible  Preferred  Stock  outstanding  on  such  date.

                                       16
<PAGE>
     (2)     The  Corporation  shall  promptly,  but in no event later than five
business  days  after  the  occurrence, give notice to each holder (by telephone
line  facsimile  transmission  at  such  number  as such holder has specified in
writing  to  the Corporation for such purposes or, if such holder shall not have
specified  any  such  number,  by overnight courier or first class mail, postage
prepaid,  at such holder's address as the same appears on the stock books of the
Corporation)  and any holder may at any time after the occurrence give notice to
the  Corporation, in either case if on any ten trading days within any period of
20  consecutive  trading  days  the  Corporation would not have been required to
convert  shares  of  Series  A  Convertible  Preferred  Stock  of such holder in
accordance  with  Section 10(a) as a consequence of the limitations set forth in
Section  7(a)(1)  had  all  outstanding shares of Series A Convertible Preferred
Stock  held  by  such  holder  been converted into Common Stock on each such day
determined without regard to the limitation, if any, on such holder contained in
the  proviso  to  the second sentence of Section 10(a) (any such notice, whether
given  by  the  Corporation  or  a holder, an "Inconvertibility Notice"). If the
Corporation  shall  have  given  or  been  required to give any Inconvertibility
Notice, or if a holder shall have given any Inconvertibility Notice, then within
ten business days after such Inconvertibility Notice is given or was required to
be  given,  the  holder  receiving  or  giving,  as  the  case  may  be,  the
Inconvertibility  Notice  shall  have  the  right  by  written  notice  to  the
Corporation  (which  written  notice  may  be  contained in the Inconvertibility
Notice  given  by the holder) to direct the Corporation to redeem the portion of
such holder's outstanding shares of Series A Convertible Preferred Stock (which,
if  applicable,  shall  be  all  of such holder's outstanding shares of Series A
Convertible Preferred Stock) as shall not, on the business day prior to the date
of  such redemption, be convertible into shares of Common Stock by reason of the
limitations  set  forth  in  Section  7(a)(1)  (determined without regard to the
limitation,  if  any,  on  such  holder  contained  in the proviso to the second
sentence  of  Section  10(a)),  within  ten  business  days after such holder so
directs  the  Corporation,  at  a  price per share equal to the Share Limitation
Redemption  Price.  If  a  holder  directs the Corporation to redeem outstanding
shares  of  Series  A  Convertible  Preferred  Stock  and, prior to the date the
Corporation  is required to redeem such shares of Series A Convertible Preferred
Stock, the Corporation would have been able, within the limitations set forth in
Section  7(a)(1), to convert all of such holder's outstanding shares of Series A
Convertible  Preferred  Stock  (determined  without regard to the limitation, if
any,  on such holder contained in the proviso to the second sentence, of Section
10(a))  on any ten trading days within any period of 20 consecutive trading days
commencing  after  the  period of 20 consecutive trading days which gave rise to
the  applicable  Inconvertibility  Notice from the Corporation or such holder of
shares  of  Series A Convertible Preferred Stock, as the case may be, had all of
such  holder's  outstanding  shares of Series A Convertible Preferred Stock been
surrendered  for  conversion  into Common Stock on each of such ten trading days
within  such  20 trading days period, then the Corporation shall not be required
to  redeem  any shares of Series A Convertible Preferred Stock by reason of such
Inconvertibility  Notice.

                                       17
<PAGE>
     (3)     Notwithstanding  the giving of any notice by the Corporation to the
holders  of  Series A Convertible Preferred Stock pursuant to Section 7(a)(2) or
the  giving  or  the  absence  of  any  notice  by  the  holders of the Series A
Convertible  Preferred  Stock in response thereto or any redemption of shares of
Series A Convertible Preferred Stock pursuant to Section 7(a)(2), thereafter the
provisions  of  Section  7(a)(2) shall continue to be applicable on any occasion
unless  the  Stockholder Approval shall have been obtained from the stockholders
of  the  Corporation  or  waived  by  the  Nasdaq.

     (4)     On  each  Share  Limitation  Redemption Date, the Corporation shall
make  payment  in immediately available funds of the applicable Share Limitation
Redemption  Price  to  such  holder  of shares of Series A Convertible Preferred
Stock  to  be  redeemed to or upon the order of such holder as specified by such
holder  in  writing  to  the Corporation at least one business day prior to such
Share  Limitation Redemption Date.  If the Corporation is required to redeem all
or  any  portion  of  a  holder's  outstanding  shares  of  Series A Convertible
Preferred  Stock  pursuant  to  this  Section  7(a),  the Corporation shall make
payment  to such holder of the shares of Series A Convertible Preferred Stock to
be  redeemed in respect of each share of Series A Convertible Preferred Stock to
be  redeemed  of  an amount equal to the Share Limitation Redemption Price. Upon
redemption  of  less  than  all  of the shares of Series A Convertible Preferred
Stock  evidenced  by  a  particular certificate, promptly, but in no event later
than three business days after surrender of such certificate to the Corporation,
the Corporation shall issue a replacement certificate for the shares of Series A
Convertible  Preferred  Stock  evidenced by such certificate which have not been
redeemed.  Only  whole  shares  of  Series  A Convertible Preferred Stock may be
redeemed.

     SECTION  8.  NO SINKING FUND.  The shares of Series A Convertible Preferred
                  ---------------
Stock  shall  not  be  subject  to  the  operation of a purchase, retirement, or
sinking  fund.

     SECTION  9.  REDEMPTION  BASED  ON  FLOOR  PRICE  AMOUNT.  (1)  Except  as
                  -------------------------------------------
required  by  Section  10(a)(iv), the Corporation shall not be required to issue
upon  conversion  of  shares of Series A Convertible Preferred Stock pursuant to
Section  10  more  than  the  Floor  Price  Amount.  Upon receiving a Conversion
Notice, the Corporation shall promptly determine whether the Conversion Price is
less  than  the  Floor  Price.  If  the  Conversion Price is less than the Floor
Price,  the  Corporation  shall have the right, exercisable by written notice to
the  holders of record of the shares of Series A Convertible Preferred Stock who
delivered  such  Conversion  Notice ("Converting Holders"), to redeem any shares
("Excess  Shares")  of  Series  A  Convertible  Preferred  Stock as to which the
Converting  Holders  delivered  a  Conversion  Notice which are in excess of the
Floor  Price  Shares.  If  the  Corporation  does  not  exercise  its  right  to
redemption  as  to  all  of  the  Excess  Shares,  it shall deliver a Conversion
Deferral  Notice  to each Converting Holder pursuant to Section 10(a)(iii).  Any
Redemption  Notice  under  this  Section  shall  be  delivered to the Converting
Holders  at  their  addresses appearing on the records of the Corporation within
one  Business  Day  after  receipt of the applicable Conversion Notice and shall
specify  a  date  for  completing  the redemption (the "Redemption Date") within
three  Business  Days after receipt of the Conversion Notice; provided, however,
                                                              --------  -------
that  any failure or defect in the giving of notice to any such holder shall not
affect  the  validity  of  notice  to  or  the  redemption of shares of Series A
Convertible  Preferred  Stock  of  any  other  holder.

                                       18
<PAGE>
     (2)     On  the  Redemption  Date  and  after receipt by the Corporation of
certificates  for  shares of Series A Preferred Stock to be redeemed pursuant to
this  Section  9,  the  Corporation shall make payment, in immediately available
funds,  of the applicable Redemption Price to each holder of Excess Shares to be
redeemed  to  or  upon  the  order of such holder as specified by such holder in
writing  to  the  Corporation  at least one business day prior to the Redemption
Date.  Upon  redemption  of  less than all of the shares of Series A Convertible
Preferred Stock evidenced by a particular certificate, promptly, but in no event
later  than  three  business  days  after  surrender  of such certificate to the
Corporation,  the Corporation shall issue and deliver to the holder of record of
the  surrendered  certificate  (or  such  holder's  assignee)  a  replacement
certificate  for  the  shares of Series A Convertible Preferred Stock which have
not  been  redeemed.  Only  whole shares of Series A Convertible Preferred Stock
may  be redeemed. If the Corporation exercises its right to redeem less than all
Excess  Shares  of  Series  A  Convertible Preferred Stock, then such redemption
shall  be  made,  as  nearly as practical pro rata among the Converting Holders.

     SECTION  10.  CONVERSION.
                   ----------

     (A)     CONVERSION  AT OPTION OF HOLDER.  (i) Subject to the limitation set
             -------------------------------
forth  in  Section  9, the limitations set forth in the legends to appear on the
certificates  for  the  share of Series A Preferred Stock as provided in Section
10(a)(ii),  and  the  provisions  of  Section 10(a)(iii) regarding conversion of
Excess  Shares,  the  holders  of  the  Series A Convertible Preferred Stock may
convert  any or all of their shares of Series A Convertible Preferred Stock into
fully  paid  and  nonassessable shares of Common Stock and such other securities
and  property as hereinafter provided. Subject to the limitations referred to in
the  preceding  sentence, each share of Series A Convertible Preferred Stock may
be  converted  at the office of the Conversion Agent or at such other additional
office  or  offices,  if any, as the Board of Directors may designate, initially
into  such  number  of  fully  paid  and  nonassessable  shares  of Common Stock
(calculated  as to each conversion to the nearest 1/100th of a share) determined
by  dividing  (x)  the  sum of (i) the Conversion Value, (ii) accrued but unpaid
dividends to the applicable Conversion Date on the share of Series A Convertible
Preferred  Stock  being  converted, and (iii) accrued but unpaid interest on the
dividends  on  the share of Series A Convertible Preferred Stock being converted
in  arrears  to the applicable Conversion Date at the rate provided in Section 5
(such  sum,  the  "Conversion  Amount") by (y) the product of (I) the Conversion
Percentage  with  respect  to  the  applicable  Conversion  Date  times (II) the
                                                                  -----
arithmetic  average  of the Market Price of the Common Stock for the Measurement
Period  with  respect to the applicable Conversion Date; provided, however, that
                                                         --------  -------
in  no  event  shall  the  amount  determined  in accordance with this clause be
greater  than  $5.50  nor  less  than  $4.00 U.S. per share of Common Stock (the
"Floor  Price")  (subject  to  equitable  adjustments  for  stock  splits, stock
dividends, combinations, recapitalizations, reclassifications and similar events
occurring  on  or  after  the date of filing of this Certificate of Designations
with  the  Secretary of State of the State of Delaware), in each case subject to
adjustment  as  hereinafter  provided (the "Conversion Rate"); provided further,
                                                               ----------------
however,  that  in  no  event shall any holder of shares of Series A Convertible
-------
Preferred  Stock  be  entitled  to  convert  any  shares of Series A Convertible
Preferred  Stock  in  excess  of  that  number of shares of Series A Convertible
Preferred  Stock upon conversion of which the sum of (1) the number of shares of
Common  Stock  beneficially owned by such holder and any person whose beneficial
ownership  of  Common  Stock  would  be  aggregated with such holders beneficial
ownership  of  shares  of  Common  Stock  for  purposes  of Section 13(d) of the
Exchange  Act,  and  Regulation 13D-G thereunder (each a "Restricted Person" and
collectively,  the  "Restricted  Persons")  (other  than  shares of Common Stock
deemed  beneficially owned through the ownership of unconverted shares of Series
A  Convertible  Preferred  Stock)  and  (2) the number of shares of Common Stock
issuable  upon  the  conversion  of the number of shares of Series A Convertible
Preferred  Stock  with  respect  to  which the determination in this provisio is
being  made,  would  result  in  beneficial  ownership  by  such  holder and all
Restricted Persons of such holder of more than 4.9% of the outstanding shares of
Common Stock. For purposes of the proviso to the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange  Act  and  Regulation 13D-G thereunder, except as otherwise provided in
clause  (1)  of  the  proviso  to  the  immediately  preceding  sentence.

                                       19
<PAGE>
     (ii)     (A)     15% of the certificates for shares of Series A Convertible
Preferred  Stock  shall, until such time as such legend, by its terms, no longer
applies,  contain  the  following  legend:

"THESE  SECURITIES  ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL
ON  OR  AFTER  THE  90TH  DAY  FOLLOWING  THE  ORIGINAL  ISSUANCE  THEREOF."

     (B)     25%  of  the  certificates  for  shares  of  Series  A  Convertible
Preferred  Stock  shall, until such time as such legend, by its terms, no longer
applies,  contain  the  following  legend:

"THESE  SECURITIES  ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL
ON  OR  AFTER  THE  135TH  DAY  FOLLOWING  THE  ORIGINAL  ISSUANCE  THEREOF."

     (C)     30%  of  the  certificates  for  shares  of  Series  A  Convertible
Preferred  Stock  shall, until such time as such legend, by its terms, no longer
applies,  contain  the  following  legend:

"THESE  SECURITIES  ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL
ON  OR  AFTER  THE  180TH  DAY  FOLLOWING  THE  ORIGINAL  ISSUANCE  THEREOF."

     (D)     30%  of  the  certificates  for  shares  of  Series  A  Convertible
Preferred  Stock  shall, until such time as such legend, by its terms, no longer
applies,  contain  the  following  legend:

"THESE  SECURITIES  ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL
ON  OR  AFTER  THE  240TH  DAY  FOLLOWING  THE  ORIGINAL  ISSUANCE  THEREOF."

                                       20
<PAGE>
Any  new  certificate issued upon transfer of any shares of Series A Convertible
Preferred  Stock  or,  in  connection  with  a  conversion of shares of Series A
Convertible  Preferred  Stock,  to evidence the unconverted balance of shares of
Series  A  Convertible  Preferred  Stock  shall  bear  the  same  legend  as the
certificate  surrendered  to  the  Corporation  in  connection  herewith,  if
applicable.

     (iii)     If  the  Corporation  does  not  exercise its right to redeem all
Excess  Shares  pursuant  to  Section 9, the Corporation shall, during the First
Conversion Period, the Second Conversion Period and the Third Conversion Period,
have  the  right  to defer conversion of such Excess Shares by delivering to the
Converting  Holders,  with  a  copy to the Transfer Agent, a Conversion Deferral
Notice  within  one Business Day after receipt of the Conversion Notice to which
such Conversion Deferral Notice relates. Any Conversion Deferral Notice shall be
delivered  to the Converting Holders at their addresses appearing on the records
of  the  Corporation.  If  the  Corporation elects to defer conversion of Excess
Shares  instead  of  redeeming  them,  the  Conversion Value for each unredeemed
Excess Share shall be multiplied by 105%; provided, however, that the Conversion
                                          --------  -------
Value  for each Excess Share may be adjusted pursuant to this Section 10(a)(iii)
only  once  during  each  of  the First Conversion Period, the Second Conversion
Period,  and  the Third Conversion Period, although the Conversion Value for any
Excess  Share  may  be  adjusted  pursuant  to  this  Section  10(a)(iii) during
successive  conversion  periods.  Each  certificate  for  shares  of  Series  A
Convertible  Preferred  Stock  shall,  until  such time as such legend no longer
applies.  contain  the  following  legend:

"THE  CONVERSION  VALUE OF THESE SECURITIES IS SUBJECT TO ADJUSTMENT AS PROVIDED
IN  SECTION  10(a)(iii)  OF  THE  CERTIRCATE  OF  DESIGNATIONS."

     (iv)     The  Corporation  shall  have  no right to defer conversion of any
Excess Shares during the Fourth Conversion Period. If the Corporation receives a
Conversion  Notice  during  the fourth Conversion Period, and does not deliver a
Redemption  Notice  to the Converting Holders in accordance with Section 9, then
the  Converting  Holders  shall  have  the  right to proceed with the conversion
described  in  the Conversion Notice notwithstanding the limitation set forth in
Section  9.

     (B)     OTHER  PROVISIONS.  (1)  Notwithstanding  anything  in this Section
             -----------------
10(b)  to  the  contrary, no change in the Conversion Amount pursuant to Section
10(b)  shall  actually  be  made  until the cumulative effect of the adjustments
called  for  by  this  Section  10(b)  since  the date of the last change in the
Conversion  Amount  would change the Conversion Amount by more than 1%. However,
once  the  cumulative  effect would result in such a change, then the Conversion
Rate  shall  actually  be  changed to reflect all adjustments called for by this
Section  10(b) and not previously made. Notwithstanding anything in this Section
10(b),  no  change in the Conversion Amount shall be made that would result in a
Conversion  Price  of  less  than  the  par value of the Common Stock into which
shares  of  Series  A  Convertible  Preferred Stock are at the time convertible.

                                       21
<PAGE>
     (2)     The  holders  of  shares of Series A Convertible Preferred Stock at
the  close of business on the record date for any dividend payment to holders of
Series  A  Convertible Preferred Stock shall be entitled to receive the dividend
payable  on  such  shares  on  the  corresponding  dividend  payment  date
notwithstanding  the  conversion thereof after such dividend payment record date
or  the  Corporation's  default  in  payment of the dividend due on such payment
date;  provided,  however,  that  the  holder  of shares of Series A Convertible
       --------   -------
Preferred  Stock  surrendered for conversion during the period between the close
of  business  on  any  record  date  for  a  dividend payment and the opening of
business on the corresponding dividend payment date must pay to the Corporation,
within  five  days after receipt by such holder, an amount equal to the dividend
payable on such shares on such dividend payment date if such dividend is paid by
the  Corporation  to  such  holder.  A  holder of shares of Series A Convertible
Preferred  Stock  on  a  record  date  for  a  dividend  payment  who  (or whose
transferee) tenders any of such share for conversion into shares of Common Stock
on  or after such dividend payment date will receive the dividend payable by the
Corporation on such shares of Series A Convertible Preferred Stock on such date,
and  the  converting  holder  need  not  make  any payment of the amount of such
dividend  in  connection  with such conversion of shares of Series A Convertible
Preferred  Stock.  Except  as  provided  above,  no  adjustment shall be made in
respect  of  cash  dividends  on  Common Stock or Series A Convertible Preferred
Stock  that  may  be  accrued  and  unpaid at the date of surrender of shares of
Series  A  Convertible  Preferred  Stock.

     (3)     (A)     The  right of the holders of Series A Convertible Preferred
Stock  to  convert  their  shares shall be exercised by delivering (which may be
done  by  telephone  line  facsimile  transmission)  a  Conversion Notice to the
Conversion  Agent,  as  provided  above.  If  a  holder  of Series A Convertible
Preferred  Stock  elects to convert any shares of Series A Convertible Preferred
Stock  in  accordance  with  Section 10(a), such holder shall not be required to
physically  surrender  the  certificate(s)  representing such shares of Series A
Convertible  Preferred  Stock  to  the  Corporation  unless all of the shares of
Series A Convertible Preferred Stock represented thereby are so converted.  Each
holder  of  shares  of  Series A Convertible Preferred Stock and the Corporation
shall  maintain  records showing the number of shares so converted and the dates
of  such conversions or shall use such other method, satisfactory to such holder
and  the  Corporation,  so  as  to  not  require  physical  surrender  of  such
certificates  upon  each  such  conversion.  In  the  event  of  any  dispute or
discrepancy,  such  records  of  the  Corporation  shall  be  controlling  and
determinative  in the absence of manifest error.  Notwithstanding the foregoing,
if  any shares of Series A Convertible Preferred Stock evidenced by a particular
certificate  therefor  are  converted  as  aforesaid,  the  holder  of  Series A
Convertible  Preferred  Stock  may  not transfer the certificate(s) representing
such  shares  of  Series  A Convertible Preferred Stock unless such holder first
physically  surrenders  such  certificate(s)  to  the Corporation, whereupon the
Corporation  will  forthwith  issue and deliver upon the order of such holder of
shares of Series A Convertible Preferred Stock new certificate(s) of like tenor,
registered  as  such  holder  of  shares of Series A Convertible Preferred Stock
(upon  payment  by such holder of shares of Series A Convertible Preferred Stock
of any applicable transfer taxes) may request, representing in the aggregate the
remaining  number  of shares of Series A Convertible Preferred Stock represented
by  such certificate(s). Each holder of shares of Series A Convertible Preferred
Stock,  by  acceptance of a certificate for such shares, acknowledges and agrees
that  (1) by reason of the provisions of this paragraph, following conversion of
any  shares  of  Series  A  Convertible  Preferred  Stock  represented  by  such
certificate,  the  number  of  shares  of  Series  A Convertible Preferred Stock
represented  by such certificate may be less than the number of shares stated on
such  certificate  and by reason of Section 7(a), the number of shares of Common
Stock  from  the  Maximum  Share  Amount  allocated  to  the  shares of Series A
Convertible  Preferred  Stock  represented  by  such certificate for purposes of
conversion  of  such  shares  may be less than the number thereof stated on such
certificate  and  (2) the Corporation may place a legend on the certificates for
shares  of Series A Convertible Preferred Stock which refers to or describes the
provisions  of  this  paragraph.

                                       22
<PAGE>
     (B)     The  Corporation  shall  pay any transfer tax arising in connection
with  any  conversion  of  shares of Series A Convertible Preferred Stock except
that  the Corporation shall not however, be required to pay any tax which may be
payable  in  respect  of  any  transfer  involved in the issue and delivery upon
conversion  of  shares of Common Stock or other securities or property in a name
other  than  that  of  the  holder  of  the  shares  of the Series A Convertible
Preferred  Stock  being  converted  and the Corporation shall not be required to
issue  or  deliver  any  such  shares or other securities or property unless and
until  the  person or persons requesting the issuance thereof shall have paid to
the  Corporation  the  amount  of  any such tax or shall have established to the
satisfaction  of  the  Corporation  that  such tax has been paid.  The number of
shares  of  Common Stock to be issued upon each conversion of shares of Series C
Convertible  Preferred  Stock  shall  be  the number set forth in the applicable
Conversion  Notice  which  number shall be conclusive absent manifest error. The
Corporation shall notify a holder who has given a Conversion Notice of any claim
of  manifest  error  within  one  business  day  after  such  holder  gives such
Conversion Notice and no such claim of error shall limit of delay performance of
the  Corporation's  obligation to issue upon such conversion the number of share
of  Common  Stock  which are not in dispute. A Conversion Notice shall be deemed
for  all  purposes to be in proper form unless the Corporation notifies a holder
of  shares  of  Series  A Convertible Preferred Stock being converted within one
business  day  after  a  Conversion  Notice  has  been given (which notice shall
specify  all  defects  in  the  Conversion  Notice)  and  any  Conversion Notice
containing  any  such defect shall nonetheless be effective on the date given if
the  converting  holder  promptly  corrects  all  such  defects.

     (4)     The  Corporation  (and  any  successor  corporation) shall take all
action  necessary  so  that  a  number  of shares of the authorized but unissued
Common  Stock  (or  common  stock  in  the  case  of  any successor corporation)
sufficient  to  provide for the conversion of the Series A Convertible Preferred
Stock  outstanding  upon  the  basis  herein  before  provided  are at all times
reserved by the Corporation (or any successor corporation), free from preemptive
rights,  for  such  conversion, subject to the provisions of the next succeeding
paragraph.  If  the Corporation shall issue any securities or make any change in
its  capital  structure  which would change the number of shares of Common Stock
into  which  each  share  of  the  Series A Convertible Preferred Stock shall be
convertible as herein provided, the Corporation shall at the same time also make
proper provision so that thereafter there shall be a sufficient number of shares
of  Common  Stock  authorized  and  reserved,  free  from preemptive rights, for
conversion  of  the  outstanding Series A Convertible Preferred Stock on the new
basis.  If  at  any  time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all of the outstanding
shares  of  Series A Convertible Preferred Stock, the Corporation promptly shall
seek  such  corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares  as  shall  be  sufficient  for  such  purpose.

                                       23
<PAGE>
     (5)     In  case of any consolidation or merger of the Corporation with any
other  corporation  (other than a wholly-owned subsidiary of the Corporation) in
which  the  Corporation is not the surviving corporation, or in case of any sale
or  transfer of all or substantially all of the assets of the Corporation, or in
the  case  of any share exchange pursuant to which all of the outstanding shares
of Common Stock are converted into other securities or property, the Corporation
shall  make  appropriate  provision or cause appropriate provision to be made so
that  each  holder  of  shares  of  Series  A  Convertible  Preferred Stock then
outstanding  shall  have the right thereafter to convert such shares of Series A
Convertible  Preferred  Stock  into  the  kind  of  shares  of  stock  and other
securities  and  property  receivable  upon  such  consolidation,  merger, sale,
transfer,  or  share  exchange  by a holder of shares of Common Stock into which
such  shares  of  Series A Convertible Preferred Stock could have been converted
immediately  prior  to  the  effective date of such consolidation, merger, sale,
transfer, or share exchange and on a basis which preserves the economic benefits
of  the  conversion  rights  of  the  holders  of shares of Series A Convertible
Preferred Stock on a basis as nearly as practical as such rights exist hereunder
prior  thereto.  If,  in  connection  with any such consolidation, merger, sale,
transfer,  or  share exchange, each holder of shares of Common Stock is entitled
to  elect  to  receive securities, cash, or other assets upon completion of such
transaction,  the  Corporation  shall  provide  or  cause to be provided to each
holder  of  Series  A  Convertible  Preferred  Stock  the  right  to  elect  the
securities,  cash, or other assets into which the Series A Convertible Preferred
Stock  held  by  such  holder  shall be convertible after completion of any such
transaction  on  the some terms and subject to the same conditions applicable to
holders  of the Common Stock (including, without limitation, notice of the right
to  elect,  limitations  on the period in which such election shall be made, and
the  effect  of  failing  to  exercise  the election). The Corporation shall not
effect  any  such  transaction unless the provisions of this paragraph have been
complied  with.  The  above  provisions  shall  similarly  apply  to  successive
consolidations,  mergers,  sales,  transfers,  or  share  exchanges.

     (6)     If  a  holder  shall  have  given a Conversion Notice for shares of
Series  A convertible Preferred Stock and the Corporation shall not have given a
Redemption  Notice  pursuant  to  Section  9(a)  or a Conversion Deferral Notice
pursuant  to Section 10(a)(iii), the Corporation shall issue and deliver to such
person  certificates  for  the Common Stock issuable upon such conversion within
three  business  days  after  such  Conversion  Notice  is  given and the person
converting  shall  be  deemed  to  be  the  holder of record of the Common Stock
issuable  upon  such  conversion,  and  all  rights  with  respect to the shares
surrendered  shall  forthwith  terminate  except the right to receive the Common
Stock or other securities, cash, or other assets as herein provided. If a holder
shall  have  given  a  Conversion  Notice  as provided herein, the Corporation's
obligation  to  issue  and  deliver  the  certificates for Common Stock shall be
absolute  and  unconditional,  irrespective  of  any  action  or inaction by the
converting holder to enforce the same, any waiver or consent with respect to any
provision thereof, the recovery of any judgment against any person or any action
to  enforce  the  same,  any  failure  or  delay in the enforcement of any other
obligation  of  the  Corporation  to  the  holder  of  record,  or  any  setoff,
counterclaim,  recoupment,  limitation  or termination, or any breach or alleged
breach  by  the holder of any obligation to the Corporation, and irrespective of
any  other  circumstance  which  might  otherwise  limit  such obligation of the
Corporation to the holder in connection with such conversion. If the Corporation
fails  to  issue and deliver the certificates for the Common Stock to the holder
converting  shares of Series A Convertible Preferred Stock pursuant to the first
sentence  of  this  paragraph  as and when required to do so, in addition to any
other  liabilities  the  Corporation may have hereunder and under applicable law
(1)  the  Corporation  shall  pay  or  reimburse  such  holder on demand for all

                                       24
<PAGE>
out-of-pocket  expenses  including,  without  limitation,  reasonable  fees  and
expenses  of  legal counsel incurred by such holder as a result of such failure,
(2)  the Conversion Percentage applicable to such conversion shall be reduced by
two-and-one-half  percentage  points  from  the  Conversion Percentage otherwise
applicable  to  such conversion and (3) such holder may by written notice (which
may  be  given  by  mail,  courier, personal service or telephone line facsimile
transmission)  or  oral notice (promptly confirmed in writing) given at any time
prior  to  delivery  to such holder of the certificates for the shares of Common
Stock  issuable upon such conversion of shares of Series A Convertible Preferred
Stock,  rescind  such  conversion, whereupon such holder shall have the right to
convert  such  shares  of  Series  A  Convertible  Preferred Stock thereafter in
accordance  herewith.

     (7)     No  fractional  shares  of  Common  Stock  shall  be  issued  upon
conversion  of Series A Convertible Preferred Stock but, in lieu of any fraction
of  a  share of Common Stock to purchase fractional shares of Common Stock which
would  otherwise  be  issuable in respect of the aggregate number of such shares
surrendered for conversion at one time by the same holder, the Corporation shall
pay  in cash an amount equal to the product of (i) the arithmetic average of the
Market  Price  of  a share of Common Stock on the three consecutive trading days
ending  on  the  trading  day immediately preceding the Conversion Date and (ii)
such  fraction  of  a  share.

     (8)     The  Conversion  Amount  shall  he adjusted from time to time under
certain circumstances, subject to the provisions of Section 10(b)(1) as follows:

     (i)     In  case  the  Corporation  shall issue rights or warrants on a pro
rata  basis  to  all  holders  of  the  Common  Stock  entitling such holders to
subscribe for or purchase Common Stock on the record date referred to below at a
price per share less than the Current Market Price for such record date, then in
each  such  case  the  Conversion  Amount  in effect on such record due shall be
adjusted  in  accordance  with  the  formula

C1  =  C  x O + N
           --------
          0 + N x P
           --------
                  M

where

     C1    =     the  adjusted  Conversion  Amount

     C     =     the  current  Conversion  Amount

     O     =     the  number of shares of Common Stock outstanding on the record
                 date.

     N     =     the  number  of  additional  shares  of  Common  Stock issuable
                 Pursuant  to  the  exercise  of  such  rights  or  warrants.

     P     =     the  offering  price  per share of the additional shares (which
                 amount  shall  include  amounts  received by the Corporation in
                 respect  of  the  issuance  and  exercise  of  such  rights  or
                 warrants).

                                       25
<PAGE>
     M     =     the  Current  Market  Price  per  share  of Common Stock on the
                 record date.

Such adjustment shall become effective immediately after the record date for the
determination  of  stockholders  entitled to receive such rights or warrants. If
any  or  all  such  rights  or warrants are not so issued or expire or terminate
before being exercised, the Conversion Amount then in effect shall he readjusted
appropriately.

     (ii)     In  case  the  Corporation  shall,  by  dividend  or  otherwise,
distribute to all holders of its Junior Stock (as hereinafter defined) evidences
of  its indebtedness or assets (including securities, but excluding any warrants
or subscription rights referred to in subparagraph (i) above and any dividend or
distribution paid in cash out of the retained earnings of the Corporation), then
in  each  such  case  the  Conversion Amount then in effect shall be Adjusted in
accordance  with  the  formula

     C1 = C x M
              ---
              M-F

where

     C1    =     the  adjusted  Conversion  Amount

     C     =     the  current  Conversion  Amount

     M     =     the  Current  Market  Price  per  share  of Common Stock on the
                 record  date  mentioned  below.

     F     =     the  aggregate  amount  of  such  cash  dividend  and/or  the
                 fair  market  value  on  the  record  date  of  the  assets  or
                 securities to be distributed divided by the number of shares of
                 Common  Stock  outstanding  on  the  record date. The Board  of
                 Directors  shall  determine  such  fair  market  value,  which
                 determination  shall  be  conclusive.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.
For  purposes  of this subparagraph (ii), "Junior Stock" shall include any class
of  capital  stock  ranking  junior  as  to dividends or upon liquidation to the
Series  A  Convertible  Preferred  Stock.

     (iii)     All  calculations  hereunder shall be made to the nearest cent or
to  the  nearest  1/100  of  a  share,  as  the  case  may  be.

     (iv)     If  at  any  time  as  a  result of an adjustment made pursuant to
Section  10(b)(5),  the  holder  of  any  Series  A Convertible Preferred Stock,
thereafter  surrendered  for  conversion  shall  become  entitled  to  receive
securities, cash or assets other than Common Stock, the number or amount of such
securities  or  property  so  receivable  upon  conversion  shall  be subject to
adjustment  from  time  to  time  in  a manner and on terms nearly equivalent as
practicable  to  provisions  with  respect  to  the  Common  Stock  contained in
subparagraphs  (i)  to  (iii)  above.

                                       26
<PAGE>
     (9)     Except  as  otherwise  provided  above  in  this  Section  10,  no
adjustment  in  the Conversion Amount shall be made in respect of any conversion
for share distributions or dividends theretofore declared and paid or payable on
the  Common  Stock.

     (10)     Whenever the Conversion Amount is adjusted as herein provided, the
Corporation  shall  send to each holder and each transfer agent, if any, for the
Series A Convertible Preferred Stock and the Common Stock, a statement signed by
the  Chairman  of  the  Board,  the  President,  or  any  Vice  President of the
Corporation  and  by  its  Treasurer  or its Secretary or an Assistant Secretary
stating  the  adjusted  Conversion Amount determined as provided in this Section
10,  and any adjustment so evidenced, given in good faith, shall be binding upon
all  stockholders  and  upon  the Corporation. Whenever the Conversion Amount is
adjusted,  the  Corporation will give notice by mail to the holders of record of
Series  A Convertible Preferred Stock, which notice shall be made within 15 days
after  the  effective date of such adjustment and shall state the adjustment and
the  Conversion Amount. Notwithstanding the foregoing notice provisions, failure
by  the  Corporation  to  give  such notice or a defect in such notice shall not
affect  the  binding  nature  of  such  corporate  action  of  the  Corporation.

     (11)     Whenever  the Corporation shall propose to take any of the actions
specified  in  Section  10(b)(5)  or  in  subparagraphs  (i)  or (ii) of Section
10(b)(8)  which  would  result  in any adjustment in the Conversion Amount under
this  Section  10(b), the Corporation shall cause a notice to be mailed at least
20 days prior to the date on which the books of the Corporation will close or on
which  a  record  will be taken for such action, to the holders of record of the
outstanding  Series  A  Convertible  Preferred Stock on the date of such notice.
Such notice shall specify the action proposed to be taken by the Corporation and
the  date as of which holders of record of the Common Stock shall participate in
any such actions or be entitled to exchange their Common Stock for securities or
other  property  as  the  case  may  be.  Failure by the Corporation to mail the
notice  or  any  defect  in  such  notice  shall  not affect the validity of the
transaction.

     (C)     MANDATORY  CONVERSION.  There  shall  be no mandatory conversion of
             ---------------------
Series  A  Convertible  Preferred  Stock.

     SECTION  11.  REDEMPTION  AT  OPTION  OF HOLDERS.  The holders of shares of
                   ----------------------------------
Series  A  Convertible  Preferred  Stock  shall  not  be entitled to require the
Corporation  to  redeem  any  of  such  shares.

     SECTION  12.  VOTING  RIGHTS.  Except  as  otherwise  required  by  law  or
                   --------------
expressly  provided herein, shares of Series A Convertible Preferred Stock shall
not  be  entitled  to  vote  on  any  matter.

                                       27
<PAGE>
     The  affirmative  vote  or  consent  of  the  holders  of a majority of the
outstanding  shares  of  the  Series  A  Convertible  Preferred  Stock,  voting
separately  as  a  class, will be required for (1) any amendment, alteration, or
repeal,  whether  by merger  or consolidation or otherwise, of the Corporation's
Restated  Certificate  of  Incorporation if the amendment, alteration, or repeal
materially and adversely  affects  the powers, preferences, or special rights of
the  Series  A  Convertible Preferred Stock, or (2) the creation and issuance of
any  Senior  Dividend Stock or Senior Liquidation Stock; provided, however, that
                                                         --------  -------
any  increase  in  the  authorized  Preferred  Stock  of  the Corporation or the
creation  and  issuance  of any stock which is both Junior Dividend Stock of the
Corporation  or  the  creation  and  issuance  of any stock which is both Junior
Dividend  Stock  and  Junior  Liquidation  Stock  shall  not be deemed to affect
materially  and adversely such  powers,  preferences,  or special rights and any
such increase or creation and  issuance may be made without any such vote by the
holders of Series A Convertible  Preferred Stock except as otherwise required by
law.

     SECTION  13.  OUTSTANDING  SHARES.  For  purposes  of  this  Certificate of
                   -------------------
Designations  all shares of Series A Convertible Preferred Stock shall be deemed
outstanding  except  (i) from the date of surrender of certificates representing
shares of Series A Convertible Preferred Stock for conversion into Common Stock,
all  shares of Series A Convertible Preferred Stock converted into Common Stock;
(ii)  from  the  date  of  registration  of  transfer,  all  shares  of Series A
Convertible  Preferred Stock held of record by the Corporation or any subsidiary
or  Affiliate  (as  defined  herein) of the Corporation and (iii) from the Share
Limitation  Redemption  Date,  Redemption  Date  or Optional Redemption Date all
shares of Series A Convertible Preferred Stock which are redeemed, so long as in
each  case  the  Share  Limitation Redemption Price, the Redemption Price or the
Optional  Redemption  Price,  as  the  case  may  be, of such shares of Series A
Convertible  Preferred Stock shall have been paid by the Corporation as and when
required  hereby.  For  the  purposes  of  this  Certificate  of  Designations,
"Affiliate"  means  any person, other than the original holders of the shares of
Series  A  Convertible  Preferred  Stock,  directly or indirectly controlling or
controlled  by  or under direct or indirect common control with the Corporation.
"Control"  is  the  power  to  direct  the  management and policies of a person,
directly or through one or more intermediaries, whether through the ownership of
voting  securities,  by  contract,  or  otherwise.

          IN  WITNESS  WHEREOF,  American  Bingo & Gaming Corp., has caused this
certificate  to  be  signed  as  of  the  30th  day  of  July,  1997.

                              AMERICAN  BINGO  &  GAMING  CORP.

Attest:

                              By: /s/  Greg Wilson
                                  ----------------
                                  Chief  Executive  Officer

BY:
   -------------------

                                       28
<PAGE>


                          AMERICAN BINGO & GAMING CORP.

                         CERTIFICATE OF DESIGNATIONS OF
                            SERIES B PREFERRED STOCK

    (Pursuant to Section 151 of the of the Delaware General Corporation Law)



     American  Bingo & Gaming Corp., a Delaware corporation (the "Corporation"),
in  accordance with the provisions of Section 103 of the General Corporation Law
of  the  State  of  Delaware  (the  "DGCL")  DOES  HEREBY  CERTIFY:

     That  pursuant  to  authority  vested  in  the  Board  of  Directors of the
Corporation  (the  "Board  of  Directors"  or the "Board") by the Certificate of
Incorporation,  as  amended,  of  the  Corporation, the Board of Directors, at a
meeting  held August 4, 1998, adopted a resolution providing for the creation of
a  series  of the Corporation's Preferred Stock, $.01 par value, which series is
designated  "Series  B  Preferred  Stock",  which  resolution  is  as  follows:

     RESOLVED,  that  pursuant  to authority vested in the Board of Directors by
the Certificate of Incorporation, as amended, the Board of Directors does hereby
provide  for  the  creation  of  a series of the Preferred Stock, $.01 par value
(hereafter  called the "Preferred Stock"), of the Corporation, and to the extent
that  the  voting  powers  and  the  designations,  preferences  and  relative,
participating,  optional or other special rights thereof and the qualifications,
limitations  or  restrictions  of  such  rights  have  not been set forth in the
Certificate  of  Incorporation,  as amended, of the Corporation, does hereby fix
the  same  as  follows:

     The rights, preferences, privileges, and limitations granted to and imposed
on  the  Series B Preferred Stock (the "Series B Preferred Stock"), which series
shall  consist of 300,000 shares, are as set forth below.  The following rights,
preferences,  privileges,  and  limitations  are  subject  to  the  designation,
description,  and  terms  of one or more subsequent series of Preferred Stock by
the  Board  of  Directors  of  American Bingo & Gaming Corp. (the "Corporation")
pursuant  to  authority  granted  by  the  Certificate of Incorporation.  To the
extent  that  the  rights,  preferences, privileges, and limitations of any such
subsequent  series  conflict  or  are  inconsistent  with  any  of  the  rights,
preferences,  privileges,  and  limitations of the Series B Preferred Stock, the
designation  and  description  of  terms  of  the subsequent series which is the
latest  so  designated  shall  control and prevail over the rights, preferences,
privileges,  and  limitations  of  the  Series  B  Preferred  Stock.

          SECTION  1.  SERIES  B  PREFERRED  STOCK.  There  shall be a series of
Preferred  Stock  referred  to  "Series  B  Preferred  Stock."

<PAGE>
          SECTION 2.  DESIGNATION, PAR VALUE AND AMOUNT.  The shares of Series B
Preferred  Stock  shall  be with par value of $0.01 per share, and the number of
shares  constituting  such  series shall be 300,000; provided, however, that, if
more  than  a  total  of  300,000  shares  of  Series B Preferred Stock shall be
issuable  upon  the  exercise  of  Rights  (the "Rights") issued pursuant to the
Rights  Agreement,  dated  as  of  August  4,  1998, between the Corporation and
American  Stock  Transfer Company, as Rights Agent, as amended from time to time
(the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to
Section  151 of the Delaware General Corporation Law, shall direct by resolution
or  resolutions that a Certificate of Designation be properly executed and filed
providing  for the total number of shares of Series B Preferred Stock authorized
to  be  issued  to  be  increased  (to  the  extent  that  the  Certificate  of
Incorporation then permits) to the largest number of whole shares (rounded up to
the  nearest  whole  number)  issuable  upon  exercise  of  the  Rights.

          SECTION  3.  VOTING  RIGHTS.  The  holders  of  shares  of  Series  B
Preferred  Stock  shall  have  the  following  voting  rights:

          (A)     Except as required by applicable law, the holders of shares of
Series  B  Preferred Stock and the holders of shares of the Corporation's Common
Stock,  $0.001  par value (the "Common Stock"), shall vote together as one class
on  all  matters  submitted  to  a  vote  of  shareholders  of  the Corporation.

          (B)     Each  share  of  Series  B  Preferred  Stock shall entitle the
holder  thereof  to  1000  votes  on  all  matters  submitted  to  a vote of the
shareholders  of  the  Corporation.

          (C)     The  Certificate of Incorporation of the Corporation shall not
be  further  amended  in  any  manner which would materially alter or change the
powers,  preferences  or special rights of the Series B Preferred Stock so as to
affect  them adversely without the affirmative vote of the holders of at least a
majority  of  the  outstanding  shares  of  Series  B  Preferred  Stock,  voting
separately  as  a  class.

          (D)     Except  as  set  forth  herein  (or  as  otherwise required by
applicable  law),  holders  of Series B Preferred Stock shall have no general or
special  voting  rights  and  their consent shall not be required for taking any
corporate  action.

          SECTION  4.  DIVIDENDS.  The holders of Series B Preferred Stock shall
share  ratably  in  any  dividend or distribution declared by the Corporation on
shares  of  Common  Stock  in  a ratio of 1000 to one with respect to a share of
Series  B  Preferred  Stock  and  a  share  of  Common  Stock,  respectively.

          SECTION  5.  LIQUIDATION,  DISSOLUTION  OR  WINDING  UP.

                                        2
<PAGE>
          (A)     Subject  to  the  prior  and superior rights of holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series B Preferred Stock with respect to rights upon liquidation, dissolution
or  winding  up  (voluntary  or otherwise), no distribution shall be made to the
holders  of  shares  of  stock  ranking  junior  (either as to dividends or upon
liquidation,  dissolution  or winding up) to the Series B Preferred Stock unless
prior  thereto  the  holders  of  shares  of Series B Preferred Stock shall have
received  $0.01  per share, plus an amount equal to accrued and unpaid dividends
and  distributions  thereon,  if any, to the date of such payment (the "Series B
Liquidation  Preference").  Following  the  payment  of  the  full amount of the
Series  B  Liquidation  Preference, no additional distributions shall be made to
the  holders  of  shares  of Series B Preferred Stock unless, prior thereto, the
holders  of  shares of Common Stock shall have received an amount per share (the
"Capital  Adjustment") equal to the quotient obtained by dividing (i) the Series
B  Liquidation  Prefer-ence  by  (ii)  1000.  Following  the payment of the full
amount  of  the  Series  B  Liquidation Preference and the Capital Adjustment in
respect  of all outstanding shares of Series B Preferred Stock and Common Stock,
respectively,  holders  of  Series B Preferred Stock and holders of Common Stock
shall  receive  a  ratable and proportionate share of the remaining assets to be
distributed  in  the ratio of 1000 to one (1) with respect to Series B Preferred
Stock  and  Common  Stock,  on  a  per  share  basis,  respectively.

          (B)     If there are not sufficient assets available to permit payment
in  full  of the Series B Liquidation Preference and the liquidation preferences
of  all other series of preferred stock, if any, which rank on a parity with the
Series  B  Preferred  Stock,  then  such  remaining  assets shall be distributed
ratably  to  the  holders  of  Series  B Preferred Stock and the holders of such
parity  shares  in  proportion  to their respective liquidation preferences.  If
there  are  not  sufficient  assets  available  to permit payment in full of the
Capital  Adjustment,  then such remaining assets shall be distributed ratably to
the  holders  of  Common  Stock.

          SECTION 6.  CONSOLIDATION, MERGER, ETC.  In case the Corporation shall
enter  into any consolidation, merger, combination or other transaction in which
the  shares  of  Common  Stock  are exchanged for or changed into other stock or
securities,  cash and/or any other property, then in any such case the shares of
Series  B  Preferred  Stock  shall  at  the  same time be similarly exchanged or
changed  in  an  amount  per  share  equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may  be,  into  which  or  for  which  each  share of Common Stock is changed or
exchanged.

          SECTION  7.  NO  REDEMPTION.  The  shares  of Series B Preferred Stock
shall  not  be  redeemable.

          SECTION  8.  RANKING.  The  Series B Preferred Stock shall rank junior
to  the  Series  A  Convertible  Preferred  Stock and to all other series of the
Corporation's  Preferred  Stock  as  to  the  payment  of  dividends  and  the
distribution  of  assets,  unless  the  terms  of  any such series shall provide
otherwise.

     SECTION  9.  REACQUIRED  SHARES.  Any  shares  of  Series B Preferred Stock
purchased  or  otherwise  acquired  by  the Corporation in any manner whatsoever
shall  be retired and canceled promptly after the acquisition thereof.  All such
shares  shall  upon  their cancellation become authorized but unissued shares of
Preferred  Stock  and may be reissued as part of a new series of Preferred Stock
subject  to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, in any other Certificate of Designation creating a
series  of  Preferred  Stock  or  as  otherwise  required  by  law.

                                        3
<PAGE>
     IN  WITNESS  WHEREOF, this Certificate of Designation is executed on behalf
of  the  Corporation  by  its  Chief  Executive  Officer  as  of August 4, 1998.


                              /s/  Andre  M.  Hilliou
                              -----------------------
                                   Andre  M.  Hilliou,  Chairman  and
                                   Chief  Executive  Officer


                                        4
<PAGE>
                           CERTIFICATE OF ELIMINATION
                                       OF
                          AMERICAN BINGO & GAMING CORP.


     American  Bingo  & Gaming Corp., a corporation organized and existing under
the  General  Corporation  Law  of  the  State  of  Delaware (the "Company"), in
accordance  with  Section  103  of  the  General Corporation Law of the State of
Delaware,  does  hereby  certify  as  follows:

     1.  Pursuant  to the  authority  vested  in the Board of  Directors  of the
     Company by the Certificate of  Incorporation,  as amended,  of the Company,
     the Board of  Directors,  on September 10, 1999,  duly adopted  resolutions
     providing for the  elimination  of the Series B Preferred  Stock,  $.01 par
     value, of the Company, which resolutions are as follows:

          RESOLVED,  that  no  shares  of  the  Series  B  Preferred  Stock  are
          outstanding and none will be issued;

          FURTHER RESOLVED, that a Certificate of Elimination be executed, which
          shall have the effect when filed in Delaware of  eliminating  from the
          Certificate of  Incorporation  all reference to the Series B Preferred
          Stock.

     2.  None of the  authorized  shares  of the  Series B  Preferred  Stock are
     outstanding and none will be issued.

     3.  In  accordance  with  the  provisions  of  Section  151 of the  General
     Corporation Law of the State of Delaware, the Certificate of Incorporation,
     as amended,  of the Company is hereby amended to eliminate all reference to
     the Series B Preferred Stock.

     IN  WITNESS WHEREOF, the Company has caused this Certificate to be executed
by  Daniel  W. Deloney, the Chairman of the Board, President and Chief Executive
Officer  of  the  Company,  as  of  this  21st  day  of  September,  1999.
                                          ----

                                   American Bingo & Gaming Corp.


                                   By:  /s/ Daniel W. Deloney
                                        --------------------------------
                                        Daniel W. Deloney
                                        Chairman of the Board, President
                                        and Chief Executive Officer


<PAGE>