RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          COYOTE NETWORK SYSTEMS, INC.

         The  corporation was originally  incorporated  under the name Roy Minor
Corporation  and its original  certificate of  incorporation  was filed with the
Secretary of State of Delaware on January 25, 1961.

         This Restated Certificate of Incorporation has been duly adopted by the
board of  directors of the  corporation  in  accordance  with Section 245 of the
General  Corporation  Law of the State of Delaware to restate and  integrate but
not  further  amend the  certificate  of  incorporation  of the  corporation  as
heretofore   amended.   Upon  the  filing  of  this  Restated   Certificate   of
Incorporation   with  the  Secretary  of  State,  the   corporation's   original
certificate of incorporation,  as theretofore amended or supplemented,  shall be
superseded; and thenceforth, this Restated Certificate of Incorporation shall be
the certificate of incorporation of the corporation.

                                    ARTICLE I

         The  name  of  the   corporation   (hereinafter   referred  to  as  the
"Corporation") is COYOTE NETWORK SYSTEMS, INC.

                                   ARTICLE II

         The address of the registered office of the Corporation in the State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Street,  in the City of
Wilmington,  County  of New  Castle.  The name of its  registered  agent at such
address is The Corporation Trust Company.

                                   ARTICLE III

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

                                   ARTICLE IV

         The  total  number  of  shares  of  stock  of  all  classes  which  the
corporation  shall have  authority to issue is  20,000,000,  of which  5,000,000
shares  shall be shares of  Preferred  Stock,  $.01 par  value  per  share,  and
15,000,000 shares shall be shares of Common Stock, $1.00 par value per share.

         The  designations  and the  powers,  preferences  and  rights,  and the
qualifications, limitations or restrictions of the shares of each class of stock
of the Corporation are as follows:

         1. The Board of Directors is  expressly  authorized  to provide for the
issue of all or any shares of the Preferred Stock, in one or more series, and to
fix for each such  series  such voting  powers,  full or  limited,  or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights and such  qualifications,  limitations  or  restrictions
thereof,  as shall be stated and  expressed  in the  resolution  or  resolutions
adopted by the Board of Directors  providing for the issue of such series and as
may be  permitted  by the  General  Corporation  Law of the  State of  Delaware,
including, without limitation, the authority to provide that any such series may
be (i) subject to  redemption at such time or times and at such price or prices;
(ii) entitled to receive dividends (which may be cumulative or noncumulative) at
such rates, on such conditions,  and at such times and payable in preference to,
or in such relation to, the  dividends  payable on any other class or classes or
any other series; (iii) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, of the Corporation at
such price or prices or at such rates of exchange and with such adjustments; all
as may be stated in such resolution or resolutions.

         2. All shares of the Common Stock of the Corporation shall be identical
and,  except  as  otherwise  required  by law or as  otherwise  provided  in the
resolution  or  resolutions,  if any,  adopted  by the Board of  Directors  with
respect to any series of Preferred  Stock, the holders of the Common Stock shall
exclusively  possess all voting power, and each share of Common Stock shall have
one vote.

         The Board of Directors of the Corporation has provided for the issuance
of a  series  of 700  shares  of  Preferred  Stock  designated  as "5%  Series A
Convertible  Preferred  Stock"  The  voting  powers,  preferences  and  relative
participation, optional or other special rights and qualifications,  limitations
or restrictions of the 5% Series A Convertible Preferred Stock are as follows:

                  Section 1.  Designation,  Amount and Par Value.  The series of
preferred  stock shall be designated as 5% Series A Convertible  Preferred Stock
(the  "Preferred  Stock")  and the number of shares so  designated  shall be 700
(which  shall not be subject to  increase  without the consent of the holders of
the Preferred Stock (each, a "Holder" and  collectively,  the "Holders")).  Each
share of  Preferred  Stock shall have a par value of $.01 and a stated  value of
$10,000 (the "Stated Value").

                  Section 2.        Dividends.

     (a) Holders shall be entitled to receive, when and as declared by the Board
of Directors out of funds legally available therefor, and the Company shall pay,
cumulative  dividends at the rate per share (as a percentage of the Stated Value
per share) equal to 5% per annum, payable on a quarterly basis on March 31, June
30,  September  30 and  December 31 of each year during the term hereof  (each a
"Dividend Payment Date"), commencing on September 30, 1998 and thereafter,  upon
the  earlier  to occur of a  Dividend  Payment  Date and a  Conversion  Date (as
defined herein), in cash or shares of Common Stock (as defined in Section 8) at,
subject to the terms and conditions set forth herein, the option of the Company.
Dividends on the  Preferred  Stock shall be calculated on the basis of a 360-day
year,  shall accrue daily  commencing on the Original  Issue Date (as defined in
Section 8), and shall be deemed to accrue  from such date  whether or not earned
or declared and whether or not there are profits,  surplus or other funds of the
Company legally  available for the payment of dividends.  Any dividends not paid
on any  Dividend  Payment  Date  shall  continue  to accrue and shall be due and
payable upon  conversion  of the Preferred  Stock.  A party that holds shares of
Preferred  Stock on a Dividend  Payment  Date will be entitled  to receive  such
dividend  payment and any other accrued and unpaid dividends which accrued prior
to such Dividend Payment Date, without regard to any sale or disposition of such
Preferred  Stock  subsequent to the applicable  record date. All overdue accrued
and unpaid  dividends and other amounts due herewith  shall entail a late fee at
the rate of 15% per annum (to accrue  daily,  from the date such dividend is due
hereunder  through  and  including  the date of  payment).  Except as  otherwise
provided  herein,  if at any time the Company pays less than the total amount of
dividends then accrued on account of the Preferred Stock,  such payment shall be
distributed  ratably  among the Holders  based upon the number of shares held by
each Holder.  The Company shall  provide the Holders  notice of its intention to
pay  dividends  in cash or shares of Common  Stock not less than 10 Trading Days
prior to any Dividend  Payment Date for so long as shares of Preferred Stock are
outstanding.  If  dividends  are paid in shares of Common  Stock,  the number of
shares of Common Stock issuable on account of such dividend shall equal the cash
amount of such dividend on such Dividend  Payment Date divided by the Conversion
Price (as defined below) on such date.

     (b) Notwithstanding  anything to the contrary contained herein, the Company
may not issue shares of Common  Stock in payment of  dividends on the  Preferred
Stock (and must deliver cash in respect thereof) if:

          (i) the  number  of shares  of  Common  Stock at the time  authorized,
     unissued  and  unreserved  for all  purposes  is  insufficient  to pay such
     dividends in shares of Common Stock;

          (ii) such  shares  of  Common  Stock  are not  registered  for  resale
     pursuant to an effective Underlying Securities  Registration  Statement (as
     defined  in  Section  8) and may not be sold  without  volume  restrictions
     pursuant  to Rule 144  promulgated  under the  Securities  Act of 1933,  as
     amended (the  "Securities  Act"),  as  determined by counsel to the Company
     pursuant to a written opinion letter,  addressed to the Company's  transfer
     agent in the form and substance acceptable to the Holders and such transfer
     agent (such shares, "Restricted Shares"),  provided, that the Company shall
     be entitled,  prior to the earlier to occur of (A) the  Effectiveness  Date
     (as  defined in the  Registration  Rights  Agreement)  and (B) the date the
     Underlying Securities  Registration  Statement is declared effective by the
     Securities and Exchange Commission (the "Commission"),  to issue Restricted
     Shares in payment of dividends on the Preferred Stock,  provided,  however,
     that,  no  later  than  three  (3)  Trading  Days  following  the  date the
     Underlying Securities  Registration  Statement is declared effective by the
     Securities  and  Exchange   Commission,   the  Company  shall  replace  any
     Restricted  Shares  issued in payment of dividends on the  Preferred  Stock
     with the equivalent  stock  certificates  evidencing  such shares of Common
     Stock issued in payment of dividends on the Preferred  Stock which shall be
     free of any restrictive legend;

          (iii) the Common  Stock is not then  Actively  Traded  (as  defined in
     Section 8) or listed for trading on the New York Stock  Exchange,  American
     Stock  Exchange,  Nasdaq  National Market or Nasdaq SmallCap Market (each a
     "Subsequent Market");

          (iv)  the  Company  has  failed  to  timely   satisfy  its  conversion
     obligations hereunder; or

          (v) the  issuance of such shares of Common  Stock would  result in the
     recipient  thereof  beneficially  owning,  as determined in accordance with
     Rule  13d-3  promulgated  under the  Securities  Exchange  Act of 1934,  as
     amended  (the  `Exchange  Act"),  more than  4.999% of the then  issued and
     outstanding shares of Common Stock.

     (c) So long as any Preferred  Stock shall remain  outstanding,  neither the
Company nor any subsidiary  thereof shall redeem,  purchase or otherwise acquire
directly  or  indirectly  any Junior  Securities  (as defined in Section 8), nor
shall the Company directly or indirectly pay or declare any dividend or make any
distribution  (other than a dividend  or  distribution  described  in Section 5)
upon, nor shall any  distribution  be made in respect of, any Junior  Securities
(as  defined in Section  8), nor shall any monies be set aside for or applied to
the purchase or  redemption  (through a sinking fund or otherwise) of any Junior
Securities  (unless,  in the case of pari passu securities,  the Preferred Stock
receives such amount on a pro rata basis with such other pari passu securities).

                  Section 3. Voting Rights.  Except as otherwise provided herein
and as  otherwise  required  by law,  the  Preferred  Stock shall have no voting
rights.  However, so long as any shares of Preferred Stock are outstanding,  the
Company  shall  not  and  shall  cause  its  subsidiaries  not to,  without  the
affirmative  vote of the  Holders  of two  thirds  of all of the  shares  of the
Preferred  Stock then  outstanding,  (a) alter or change  adversely  the powers,
preferences  or rights  given to the  Preferred  Stock,  (b) alter or amend this
Certificate of  Designation,  (c) authorize or create any class of stock ranking
as to  dividends or  distribution  of assets upon a  Liquidation  (as defined in
Section 4) senior to or  otherwise  pari  passu with or senior to the  Preferred
Stock,  (d) amend its  Certificate  of  Incorporation,  bylaws or other  charter
documents so as to affect adversely any rights of any Holders,  (e) increase the
authorized  number of shares of Preferred Stock, or (f) enter into any agreement
with respect to the foregoing.

                  Section 4. Liquidation.  Upon any liquidation,  dissolution or
winding-up of the Company,  whether voluntary or involuntary (a  "Liquidation"),
the  Holders  shall be  entitled  to receive  out of the assets of the  Company,
whether such assets are capital or surplus, for each share of Preferred Stock an
amount  equal to the Stated Value plus all due but unpaid  dividends  per share,
whether declared or not, before any distribution or payment shall be made to the
holders of any Junior  Securities,  and if the  assets of the  Company  shall be
insufficient  to  pay in  full  such  amounts,  then  the  entire  assets  to be
distributed  to the Holders shall be  distributed  among the Holders  ratably in
accordance  with the respective  amounts that would be payable on such shares if
all amounts payable thereon were paid in full. A sale, conveyance or disposition
of all or substantially  all of the assets of the Company or the effectuation by
the Company of a  transaction  or series of related  transactions  in which more
than 33% of the voting power of the Company is disposed  of, or a  consolidation
or merger of the Company with or into any other  company or companies  shall not
be treated as a  Liquidation,  but instead shall be subject to the provisions of
Section 5. The Company shall mail written  notice of any such  Liquidation,  not
less than 45 days prior to the  payment  date  stated  therein,  to each  record
Holder.

                  Section 5.        Conversion.

          (a)(i) Conversions at Option of Holder.  Each share of Preferred Stock
     shall  be  convertible   into  shares  of  Common  Stock  (subject  to  the
     limitations set forth in Section  5(a)(iii) hereof) at the Conversion Ratio
     (as defined in Section 8) at the option of the Holder, at any time and from
     time to time,  from and after the 120th day  following  the Original  Issue
     Date  (the  "Initial  Conversion  Date"),  thereafter  any  conversions  of
     Preferred  Stock are limited in each monthly period to 25% of the number of
     shares of Preferred Stock  originally  issued to the Holder on the Original
     Issue Date,  on a  cumulative  basis (for  example,  during the first month
     following the Initial  Conversion Date, the Holder may convert up to 25% of
     the number of shares of Preferred  Stock issued to it on the Original Issue
     Date and during the first two (2) months  following the Initial  Conversion
     Date the Holder may convert up to 50% of the number of shares of  Preferred
     Stock  issued to it on the  Original  Issue  Date).  Holders  shall  effect
     conversions by surrendering  the  certificate or certificates  representing
     the shares of Preferred Stock to be converted to the Company, together with
     the form of conversion  notice  attached hereto as Exhibit A (a "Conversion
     Notice").  Each  Conversion  Notice  shall  specify the number of shares of
     Preferred Stock to be converted and the date on which such conversion is to
     be  effected,  which date may not be prior to the date the Holder  delivers
     such  Conversion  Notice  by  facsimile  (the  "Conversion  Date").  If  no
     Conversion  Date is specified in a Conversion  Notice,  the Conversion Date
     shall be the date that the Conversion Notice is deemed delivered hereunder.
     If the  Holder is  converting  less  than all  shares  of  Preferred  Stock
     represented by the certificate or certificates  tendered by the Holder with
     the Conversion  Notice, or if a conversion  hereunder cannot be effected in
     full for any reason,  the Company shall promptly deliver to such Holder (in
     the manner and within the time set forth in Section 5(b)) a certificate for
     such number of shares as have not been converted.

          (ii)  Automatic   Conversion.   Subject  to  the  provisions  in  this
     paragraph,  all outstanding  shares of Preferred Stock for which conversion
     notices have not previously  been received or for which  redemption has not
     been made or required  hereunder  shall be  automatically  converted on the
     third  anniversary of the Original  Issue Date at the  Conversion  Price on
     such date. The conversion contemplated by this paragraph shall not occur if
     (a)  (1) an  Underlying  Securities  Registration  Statement  is  not  then
     effective or (2) the Holder is not  permitted to resell  Underlying  Shares
     pursuant to Rule  144(k)  promulgated  under the  Securities  Act,  without
     volume  restrictions,   as  evidenced  by  an  opinion  letter  of  counsel
     acceptable to the Holder and the transfer  agent for the Common Stock;  (b)
     there are not sufficient shares of Common Stock authorized and reserved for
     issuance upon such  conversion;  or (c) the Company shall have defaulted on
     its covenants and obligations  hereunder or under the Purchase Agreement or
     Registration   Rights  Agreement.   Notwithstanding   the  foregoing,   the
     three-year period for conversion under this Section shall be extended (on a
     day-for-day  basis)  for any  Trading  Days  after the  earlier  of (i) the
     Effectiveness   Date,   and  (ii)  the  date  the   Underlying   Securities
     Registration  Statement is declared  effective by the  Commission  that the
     Purchaser  is  unable  to  resell  Underlying  Shares  under an  Underlying
     Securities  Registration  Statement  due to (a) the Common  Stock not being
     Actively Traded or not listed on any Subsequent Market , (b) the failure of
     an Underlying Securities Registration Statement to be declared effective by
     the  Commission  by  the  Effectiveness  Date,  or  (c)  if  an  Underlying
     Securities Registration Statement shall have been declared effective by the
     Commission,  (x) the  failure of such  Underlying  Securities  Registration
     Statement to remain  effective at all times thereafter as to all Underlying
     Shares,  or (y) the suspension of the Holder's ability to resell Underlying
     Shares thereunder.

          (iii)  Certain  Conversion  Restrictions.  (A)(1) The Holder shall not
     convert  shares of  Preferred  Stock to the extent  such  conversion  would
     result in the Holder  beneficially owning (as determined in accordance with
     Section  13(d) of the Exchange Act and the rules  thereunder)  in excess of
     4.999% of the then issued and outstanding shares of Common Stock, including
     shares  issuable upon  conversion of the shares of Preferred  Stock held by
     such  Holder  after  application  of this  Section.  To the extent that the
     limitation  contained in this Section applies, the determination of whether
     shares of Preferred Stock are convertible (in relation to other  securities
     owned by a Holder) and of which shares of Preferred  Stock are  convertible
     shall be in the sole discretion of the Holder, and the submission of shares
     of  Preferred  Stock for  conversion  shall be  deemed  to be the  Holder's
     determination of whether such shares of Preferred Stock are convertible (in
     relation to other  securities  owned by the Holder) and of which portion of
     such shares of  Preferred  Stock are  convertible,  in each case subject to
     such  aggregate  percentage  limitation,  and  the  Company  shall  have no
     obligation to verify or confirm the accuracy of such determination. Nothing
     contained  herein  shall be deemed to  restrict  the right of the Holder to
     convert shares of Preferred  Stock at such time as such conversion will not
     violate the provisions of this Section. The provisions of this Section will
     not apply to any conversion  pursuant to Section 5 (a)(ii) hereof,  and may
     be waived by a Holder  (but only as to itself and not to any other  Holder)
     upon not less than 75 days prior notice to the Company (in which case,  the
     Holder shall make such filings with the  Commission,  including  under Rule
     13D or 13G, as are required by applicable  law), and the provisions of this
     Section shall continue to apply until such 75th day (or later, if stated in
     the  notice of  waiver).  Other  Holders  shall be  unaffected  by any such
     waiver.

     (2) The Holder shall not convert  shares of  Preferred  Stock to the extent
such conversion would result in the Holder beneficially owning (as determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon conversion of the shares of Preferred Stock held
by such  Holder  after  application  of this  Section.  To the  extent  that the
limitation  contained  in this Section  applies,  the  determination  of whether
shares of Preferred Stock are convertible (in relation to other securities owned
by a Holder) and of which shares of Preferred Stock are convertible  shall be in
the sole  discretion  of the Holder,  and the  submission of shares of Preferred
Stock for conversion shall be deemed to be the Holder's determination of whether
such shares of Preferred Stock are convertible (in relation to other  securities
owned by the Holder) and of which portion of such shares of Preferred  Stock are
convertible,  in each case subject to such aggregate percentage limitation,  and
the Company  shall have no  obligation to verify or confirm the accuracy of such
determination. Nothing contained herein shall be deemed to restrict the right of
the Holder to convert shares of Preferred  Stock at such time as such conversion
will not violate the provisions of this Section.  The provisions of this Section
will not apply to any conversion  pursuant to Section 5 (a)(ii) hereof,  and may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less than 75 days prior notice to the Company,  and the  provisions  of this
Section shall continue to apply until such 75th day (or later,  if stated in the
notice of waiver). Other Holders shall be unaffected by any such waiver.

          (B) If on any  Conversion  Date (A) the  Common  Stock is  listed  for
     trading on the Nasdaq SmallCap Market or the Nasdaq  National  Market,  (B)
     the  Conversion  Price then in effect is such that the aggregate  number of
     shares of Common Stock that would then be issuable upon  conversion in full
     of all then  outstanding  shares  of  Preferred  Stock  and as  payment  of
     dividends  thereon in shares of Common  Stock,  together with any shares of
     the Common Stock  previously  issued upon conversion of shares of Preferred
     Stock and as payment of dividends thereon, would equal or exceed 20% of the
     number of shares of the Common Stock outstanding on the Original Issue Date
     (such  number of shares as would not equal or exceed  such 20%  limit,  the
     "Issuable  Maximum" and any such Conversion  Date, the "Record Date"),  and

     (C) the Company shall not have previously obtained the vote of shareholders
     (the "Shareholder Approval"),  if any, as may be required by the applicable
     rules and  regulations  of The Nasdaq Stock Market (or any success  entity)
     applicable  to approve the  issuance of shares of Common Stock in excess of
     the Issuable Maximum in a private  placement whereby shares of Common Stock
     are deemed to have been  issued at a price that is less than the greater of
     book or fair market value of the Common Stock, then the Company shall issue
     to the Holder so requesting a conversion a number of shares of Common Stock
     equal to the  Issuable  Maximum and,  with respect to the  remainder of the
     aggregate  Stated Value of the shares of Preferred  Stock then held by such
     Holder for which a conversion in accordance with the Conversion Price would
     result in an issuance  of Common  Stock in excess of the  Issuable  Maximum
     (the "Excess Stated  Value"),  the Company shall,  within three (3) days of
     the Record Date, provide the converting Holder with a notice (the "Notice")
     as to whether or not it has  elected to use its best  efforts to obtain the
     Shareholder  Approval  applicable  to such  issuance.  If the Company shall
     either (i) fail to provide the  converting  Holder  with the Notice  within
     three (3) days of the Record Date,  or (ii)  indicate in the Notice that it
     does not  intend to obtain  the  Shareholder  Approval  applicable  to such
     issuance,  or (iii) fail to obtain the Shareholder  Approval  applicable to
     such  issuance  prior  to the 60th  day  following  the  Record  Date,  the
     converting  Holder  shall have the option to require  the Company to either
     (1) if the Company has not prior thereto attempted and failed to obtain the
     Shareholder  Approval in accordance with this Section, use its best efforts
     to obtain the Shareholder  Approval  applicable to such issuance as soon as
     is  possible,  but in any  event not  later  than the 60th day  after  such
     request,  or (2)(i)  issue and deliver to such Holder a number of shares of
     Common Stock as equals (x) the Excess Stated Value, plus accrued and unpaid
     dividends on all shares of Preferred Stock being converted,  divided by (y)
     the closing sales price of the Common Stock on the Original Issue Date, and
     (ii) cash in an amount  equal to the  product  of (x) the Per Share  Market
     Value on the  Conversion  Date and (y) the number of shares of Common Stock
     in excess of such  Holder's pro rata  portion of the Issuable  Maximum that
     would  have  otherwise  been  issuable  to the  Holder in  respect  of such
     conversion  but for the  provisions  of this  Section  (such amount of cash
     being  hereinafter  referred to as the "Discount  Equivalent"),  or (3) pay
     cash  to  the  converting  Holder  in an  amount  equal  to  the  Mandatory
     Redemption Amount (as defined in Section 8) for the Excess Stated Value. If
     the  Company  fails  to  pay  the  Discount  Equivalent  or  the  Mandatory
     Redemption  Amount,  as the case may be, in full  pursuant to this  Section
     within seven (7) days after the date payable, the Company will pay interest
     thereon at a rate of 15% per annum to the converting Holder, accruing daily
     from the Conversion Date until such amount, plus all such interest thereon,
     is paid in full.

          (iv)(1)  Subject  to  compliance  with  the  conditions  set  forth in
     paragraph (2) of this Section 5(a)(iv),  if the Conversion Price applicable
     to a conversion at the option of the Holder is less than $5.50, the Company
     shall  have the  option  of  either  (i)  converting  all of the  shares of
     Preferred  Stock  specified in the Conversion  Notice into shares of Common
     Stock, as provided in Section 5(a)(i), (ii) paying such Holder within three
     (3) Trading  Days of the  Conversion  Date cash in the amount  equal to the
     product of (A) the  number of  Underlying  Shares  into which the shares of
     Preferred  Stock  specified in the  Conversion  Notice  would  otherwise be
     convertible  and (B) the  closing  sales  price of the Common  Stock on the
     Conversion  Date or (iii)  converting  certain of the  shares of  Preferred
     Stock  specified in the Conversion  Notice into shares of Common Stock (the
     shares of  Preferred  Stock not so  converted,  called  the  "Non-Converted
     Preferred  Shares")  and paying such Holder cash in the amount equal to the
     product of (A) the number of Underlying Shares into which the Non-Converted
     Preferred  Shares would  otherwise be convertible and (B) the closing sales
     price of the Common Stock on the Conversion Date.

     (2) The Company may not pay cash in lieu of issuing  Underlying Shares upon
conversions  of  Preferred  Stock or as payment of  dividends  thereon (and must
deliver Underlying Shares in respect thereof) unless the Company shall, no later
than the Trading Day prior to the Conversion  Date,  have delivered by facsimile
to the  Holders  a notice  stating  its  intention  to pay such cash in lieu and
setting forth the total amount of cash it intends to pay for such  purpose.  The
Company's  ability  to pay  cash in lieu of  issuing  Underlying  Shares  upon a
conversion  of  Preferred  Stock and as payment of  dividends  thereon  shall be
limited to the amount  indicated  in such  notice.  The  Company  may state in a
notice under this  Section that such notice shall remain in effect  either for a
defined period of time or until revoked in writing by the Company. Holders shall
be  affected  by any such  notice  pro rata in  accordance  with the  shares  of
Preferred Stock then held by them. If the Company shall have elected to pay cash
in lieu of issuing  Underlying  Shares upon a conversion of Preferred  Stock and
shall have  failed to deliver  payment of the amount of such cash due on account
of such  conversion  by the third (3rd)  Trading  Day  following  such  election
pursuant  to Section  5(b)(iv)  hereof,  the Holder  shall be entitled to demand
delivery  within three (3) Trading Days  thereafter of the Common Stock issuable
upon conversion of such Preferred Stock.

          (b)(i) Not later than three (3) Trading Days after any Conversion Date
     and subject to Sections  5(a)(iii)-(iv),  the Company  will  deliver to the
     Holder  (i)  except  where the  Company is  permitted  pursuant  to Section
     5(a)(iv) to pay cash in lieu of issuing  Underlying Shares upon conversion,
     a certificate or  certificates  which shall be free of restrictive  legends
     and trading  restrictions  (other than those  required by Section 3.1(b) of
     the Purchase  Agreement)  representing the number of shares of Common Stock
     being acquired upon the conversion of shares of Preferred Stock (subject to
     the  limitations  set  forth  in  Section  5(a)(iii)(B),  (ii)  one or more
     certificates  representing  the  number of shares  of  Preferred  Stock not
     converted, (iii) a bank check in the amount of accrued and unpaid dividends
     (if the Company has elected to pay accrued and unpaid  dividends  in cash),
     (iv) if the Company has elected and is  permitted  hereunder to pay accrued
     and unpaid dividends in shares of Common Stock,  certificates,  which shall
     be free of restrictive  legends and trading  restrictions (other than those
     required by Section 3.1(b) of the Purchase  Agreement),  representing  such
     shares of Common Stock, and (v) if the Company is permitted and has elected
     pursuant  to Section  5(a)(iv)  to pay cash in lieu of  issuing  Underlying
     Shares upon a conversion  of Preferred  Stock,  payment by wire transfer of
     immediately available funds to an account designated by the Holder for such
     purpose of an amount equal to the amount due  pursuant to Section  5(a)(iv)
     in respect of such conversion (in the event the amount of cash permitted to
     be  paid  by  the  Company  in  accordance  with  Section  5(a)(iv)  is not
     sufficient  to cover the  conversion  in full of shares of Preferred  Stock
     tendered for such conversion,  the Company shall issue Underlying Shares in
     respect  of  such  excess  in  accordance  with  subparagraph  (i) of  this
     Section);  provided,  however,  that the Company  shall not be obligated to
     issue  certificates  evidencing  the shares of Common Stock  issuable  upon
     conversion of any shares of Preferred Stock until  certificates  evidencing
     such shares of Preferred  Stock are either  delivered for conversion to the
     Company or any transfer agent for the Preferred  Stock or Common Stock,  or
     the  Holder  of  such  Preferred  Stock  notifies  the  Company  that  such
     certificates  have been lost,  stolen or destroyed  and provides a bond (or
     other  adequate  security)  reasonably   satisfactory  to  the  Company  to
     indemnify the Company from any loss incurred by it in connection therewith.
     The Company  shall,  upon  request of the  Holder,  if  available,  use its
     reasonable  efforts to deliver any certificate or certificates  required to
     be delivered by the Company under this Section  electronically  through the
     Depository Trust Corporation or another  established  clearing  corporation
     performing similar functions.  If in the case of any Conversion Notice such
     certificate or certificates,  including for purposes hereof,  any shares of
     Common Stock to be issued on the Conversion  Date on account of accrued but
     unpaid  dividends  hereunder,  are not  delivered  to or as directed by the
     applicable Holder by the third (3rd) Trading Day after the Conversion Date,
     the Holder  shall be entitled by written  notice to the Company at any time
     on or before its receipt of such certificate or certificates thereafter, to
     rescind  such  conversion,  in which  event the Company  shall  immediately
     return the certificates representing the shares of Preferred Stock tendered
     for conversion.

          (ii) Except  where the  Company is  permitted  and has  elected  under
     Section  5(a)(iv)  to pay solely  cash in lieu of  Underlying  Shares  upon
     conversion  hereunder,  if the Company  fails to deliver to the Holder such
     certificate  or  certificates  pursuant to Section  5(b)(i),  including for
     purposes hereof,  any shares of Common Stock to be issued on the Conversion
     Date on account of accrued but unpaid  dividends  hereunder,  by the fourth
     (4th) Trading Day after the Conversion  Date, the Company shall pay to such
     Holder,  in cash,  as liquidated  damages and not as a penalty,  $2,500 for
     each day after such fourth (4th)  Trading Day until such  certificates  are
     delivered.  Nothing  herein shall limit a Holder's  right to pursue  actual
     damages  for the  Company's  failure to deliver  certificates  representing
     shares of Common Stock upon conversion  within the period  specified herein
     and such Holder shall have the right to pursue all remedies available to it
     at law or in equity  including,  without  limitation,  a decree of specific
     performance and/or injunctive relief. The exercise of any such rights shall
     not prohibit a Holder from seeking to enforce damages pursuant to any other
     Section hereof or under applicable law.  Further,  if the Company shall not
     have delivered any cash due in respect of conversions of Preferred Stock or
     as payment of dividends  thereon by the fourth (4th)  Trading Day after the
     Conversion  Date,  the Holder  may, by notice to the  Company,  require the
     Company to issue  Underlying  Shares pursuant to Section 5(c),  except that
     for such  purpose the  Conversion  Price  applicable  thereto  shall be the
     lesser of the Conversion  Price on the  Conversion  Date and the Conversion
     Price on the date of such Holder demand. Any such Underlying Shares will be
     subject to the provision of this Section.

          (iii) In  addition  to any other  rights  available  to the Holder and
     except  where the  Company  is  permitted  and has  elected  under  Section
     5(a)(iv) to pay solely cash in lieu of  Underlying  Shares upon  conversion
     hereunder,  if the Company fails to deliver to the Holder such  certificate
     or certificates pursuant to Section 5(b)(i), including for purposes hereof,
     any shares of Common Stock to be issued on the  Conversion  Date on account
     of accrued but unpaid dividends hereunder,  by the fourth (4th) Trading Day
     after the  Conversion  Date, and if after such fourth (4th) Trading Day the
     Holder  purchases (in an open market  transaction  or otherwise)  shares of
     Common  Stock to deliver in  satisfaction  of a sale by such  Holder of the
     Underlying  Shares  which  the  Holder  anticipated   receiving  upon  such
     conversion (a  "Buy-In"),  then the Company shall pay in cash to the Holder
     (in  addition to any  remedies  available  to or elected by the Holder) the
     amount by which (x) the Holder's total purchase price (including  brokerage
     commissions,  if any) for the shares of Common Stock so  purchased  exceeds
     (y) the aggregate  stated value of the shares of Preferred  Stock for which
     such  conversion  was  not  timely  honored.  For  example,  if the  Holder
     purchases  shares of Common Stock having a total  purchase price of $11,000
     to cover a Buy-In  with  respect  to an  attempted  conversion  of  $10,000
     aggregate  stated value of the shares of Preferred Stock, the Company shall
     be required to pay the Holder $1,000.  The Holder shall provide the Company
     written notice  indicating the amounts  payable to the Holder in respect of
     the Buy-In.

          (c)(i) The  conversion  price for each share of  Preferred  Stock (the
     "Conversion Price") in effect on any Conversion Date shall be the lesser of
     (a) the  Initial  Conversion  Price (as  defined in Section 8), and (b) 87%
     (the "Discount Rate") multiplied by the average of the three (3) lowest Per
     Share  Market  Values  during the ten (10)  Trading Day period  immediately
     preceding the applicable Conversion Date, provided,  however, that such ten
     (10) Trading Day period  shall be extended for the number of Trading  Days,
     if any, during such period in which (A) trading in the Common Stock was not
     Actively  Traded  or  suspended  from such  Subsequent  Market on which the
     Common Stock is then listed,  or (B) after the date  declared  effective by
     the Commission,  the Underlying  Securities  Registration  Statement is not
     effective, or (C) after the date declared effective by the Commission,  the
     Prospectus included in the Underlying Securities Registration Statement may
     not be used by the Holder for the resale of Underlying  Shares.  If: (a) an
     Underlying  Securities  Registration  Statement is not filed on or prior to
     the  Filing  Date  (if  the  Company  files  such   Underlying   Securities
     Registration  Statement  without  affording the Holder the  opportunity  to
     review  and  comment  on the  same  as  required  by  Section  3(a)  of the
     Registration  Rights  Agreement,  the  Company  shall not be deemed to have
     satisfied  this  clause  (a)),  or (b) the  Company  fails to file with the
     Commission  a request  for  acceleration  in  accordance  with Rule  12d1-2
     promulgated under the Securities  Exchange Act of 1934, as amended,  within
     five (5) days of the  date  that the  Company  is  notified  (orally  or in
     writing,  whichever  is  earlier)  by the  Commission  that  an  Underlying
     Securities Registration Statement will not be "reviewed," or not subject to
     further review, or (c) the Underlying Securities  Registration Statement is
     not declared  effective by the Commission on or prior to the  Effectiveness
     Date  (as  defined  in the  Registration  Rights  Agreement),  or (d)  such
     Underlying  Securities  Registration  Statement  is filed with and declared
     effective by the Commission but thereafter ceases to be effective as to all
     Registrable Securities (as defined in the Registration Rights Agreement) at
     any time prior to the expiration of the "Effectiveness  Period" (as defined
     in the Registration  Rights Agreement),  without being succeeded within ten
     (10) days by a  subsequent  Underlying  Securities  Registration  Statement
     filed with and  declared  effective  by the  Commission,  or (e) the Common
     Stock shall fail to be Actively  Traded,  or (f) the Common  Stock shall be
     delisted or suspended  from trading on any  Subsequent  Market on which the
     Common  Stock is then listed for more than three (3)  Business  Days (which
     need not be consecutive days), (g) the conversion rights of the Holders are
     suspended for any reason or (h) an amendment to the  Underlying  Securities
     Registration  Statement  is not filed by the  Company  with the  Commission
     within ten (10) days of the  Commission's  notifying  the Company that such
     amendment is required in order for the Underlying  Securities  Registration
     Statement  to be  declared  effective  (any such  failure  or breach  being
     referred to as an "Event," and for  purposes of clauses  (a),  (c), (e) and
     (g) the date on which such Event occurs,  or for purposes of clause (b) the
     date on which  such five (5) day period is  exceeded,  or for  purposes  of
     clauses (d) and (h) the date which such 10 day-period  is exceeded,  or for
     purposes  of  clause  (f)  the  date  on  which  such  three  (3)  Business
     Day-period,  is exceeded,  being referred to as "Event Date"),  then on the
     Event  Date and each  monthly  anniversary  thereof  until such time as the
     applicable Event is cured, the Company shall, within five (5) Business Days
     of each  such  date,  either  (x) pay to the  Holder,  in  cash,  2% of the
     aggregate  Stated Value of the shares of Preferred  Stock then held by such
     Holder,  as  liquidated  damages  and not as a penalty,  or (y) each of the
     Initial  Conversion Price and the Discount Rate shall be decreased by 2% on
     the Event Date and on each monthly  anniversary  thereof until such time as
     the  applicable  Event is cured (i.e.,  the Discount Rate would decrease to
     85% as of the  Event  Date and 83% as of the one month  anniversary  of the
     Event Date); provided,  that, commencing on the second month anniversary of
     the Event Date,  the Holder (and not the  Company)  shall have the right to
     require either  further  cumulative 2% discounts to continue or require the
     Company to pay the 2% cash  amounts  referenced  in clause (x) above  until
     such time as the Event in  question is cured.  Any  decrease in the Initial
     Conversion Price and Discount Rate pursuant to this Section shall remain in
     effect  notwithstanding  the fact that the Event  causing such decrease has
     been  subsequently  cured and further  monthly  decreases have ceased.  The
     provisions  of this Section are not exclusive and shall in no way limit the
     Company's obligations under the Registration Rights Agreement.

          (ii) If the Company,  at any time while any shares of Preferred  Stock
     are  outstanding,  shall  (a)  pay a stock  dividend  or  otherwise  make a
     distribution or  distributions  on shares of its Junior  Securities or pari
     passu  securities  (in  the  case of pari  passu  securities,  only if such
     dividend  or  distribution  is not  also  made on a pro  rata  basis to the
     Preferred   Stock)  payable  in  shares  of  Common  Stock,  (b)  subdivide
     outstanding  shares of Common  Stock into a larger  number of  shares,  (c)
     combine outstanding shares of Common Stock into a smaller number of shares,
     or (d) issue by  reclassification  of shares of Common  Stock any shares of
     capital  stock  of the  Company,  the  Initial  Conversion  Price  shall be
     multiplied  by a  fraction  of which the  numerator  shall be the number of
     shares of  Common  Stock  outstanding  before  such  event and of which the
     denominator shall be the number of shares of Common Stock outstanding after
     such event.  Any  adjustment  made pursuant to this Section  5(c)(ii) shall
     become effective immediately after the record date for the determination of
     stockholders  entitled to receive such dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision, combination or re-classification.

          (iii) If the Company,  at any time while any shares of Preferred Stock
     are outstanding,  shall issue rights, warrants or options to all holders of
     Common Stock  entitling them to subscribe for or purchase  shares of Common
     Stock at a price per share  less  than the Per  Share  Market  Value at the
     record date mentioned  below,  then the Initial  Conversion  Price shall be
     multiplied  by a fraction,  the  numerator  of which shall be the number of
     shares of Common  Stock  outstanding  immediately  prior to the issuance of
     such rights, warrants or options, plus the number of shares of Common Stock
     which the aggregate offering price of the total number of shares so offered
     would purchase at such Per Share Market Value, and the denominator of which
     shall be the sum of the  number  of  shares  of  Common  Stock  outstanding
     immediately  prior to such  issuance  plus the  number  of shares of Common
     Stock offered for  subscription or purchase.  Such adjustment shall be made
     whenever  such rights or warrants are issued,  and shall  become  effective
     immediately  after the record date for the  determination  of  stockholders
     entitled to receive such rights or warrants.  However,  upon the expiration
     of any right,  warrant  or option to  purchase  shares of Common  Stock the
     issuance  of  which  resulted  in an  adjustment  in the  Conversion  Price
     pursuant to this Section  5(c)(iii),  if any such right,  warrant or option
     shall expire and shall not have been exercised,  the Conversion Price shall
     immediately   upon  such  expiration  shall  be  recomputed  and  effective
     immediately  upon such expiration  shall be increased to the price which it
     would have been (but  reflecting  any other  adjustments  in the Conversion
     Price made  pursuant to the  provisions of this Section 5 upon the issuance
     of other rights or warrants)  had the  adjustment of the  Conversion  Price
     made upon the  issuance of such rights,  warrants,  or options been made on
     the basis of offering  for  subscription  or  purchase  only that number of
     shares of Common Stock actually purchased upon the exercise of such rights,
     warrants or options actually exercised.

          (iv) If the Company or any  subsidiary  thereof,  as  applicable  with
     respect to Common Stock  Equivalents (as defined below),  at any time while
     any shares of Preferred Stock are outstanding, shall issue shares of Common
     Stock or  rights,  warrants,  options or other  securities  or debt that is
     convertible  into or exchangeable for shares of Common Stock ("Common Stock
     Equivalents")  entitling any Person to acquire  shares of Common Stock at a
     price per share less than the Conversion  Price,  then the Conversion Price
     shall be  multiplied  by a fraction,  the  numerator  of which shall be the
     number  of  shares of Common  Stock  outstanding  immediately  prior to the
     issuance of shares of Common  Stock or such Common Stock  Equivalents  plus
     the  number of shares of Common  Stock  which the  offering  price for such
     shares of Common Stock or Common Stock  Equivalents  would  purchase at the
     Conversion  Price,  and the  denominator  of which  shall be the sum of the
     number  of shares of Common  Stock  outstanding  immediately  prior to such
     issuance  plus the number of shares of Common  Stock so issued or issuable,
     provided,  that for  purposes  hereof,  all shares of Common Stock that are
     issuable  upon  exercise or exchange of Common Stock  Equivalents  shall be
     deemed  outstanding  immediately  after the  issuance of such Common  Stock
     Equivalents.  Such adjustment  shall be made whenever such shares of Common
     Stock or  Common  Stock  Equivalents  are  issued,  provided,  that no such
     adjustment  shall be made in the case of issuances by the Company of Common
     Stock  Equivalents  pursuant  to Section  3.11(a)(i)-(vi)  of the  Purchase
     Agreement (the "Permitted Issuances"),  provided, however, that an issuance
     of by the  Company  of Common  Stock  Equivalents,  in  connection  with an
     acquisition  by the  Company of  non-affiliated  third  parties,  shall not
     constitute a Permitted  Issuance if a  Shareholder  Approval is required by
     the  applicable  rules and  regulations  of The Nasdaq Stock Market (or any
     success entity) applicable to approve such acquisition.

          (v) If the Company,  at any time while  shares of Preferred  Stock are
     outstanding,  shall  distribute  to all holders of Common Stock (and not to
     Holders)  evidences of its  indebtedness or assets or rights or warrants to
     subscribe  for or purchase any  security  (excluding  those  referred to in
     Sections   5(c)(ii)-(iv)  above),  then  in  each  such  case  the  Initial
     Conversion Price at which each share of Preferred Stock shall thereafter be
     convertible shall be determined by multiplying the Initial Conversion Price
     in effect  immediately  prior to the record date fixed for determination of
     stockholders  entitled to receive such  distribution by a fraction of which
     the  denominator  shall  be the Per  Share  Market  Value of  Common  Stock
     determined  as of  the  record  date  mentioned  above,  and of  which  the
     numerator  shall be such Per Share Market Value of the Common Stock on such
     record  date less the then fair  market  value at such  record  date of the
     portion  of  such  assets  or  evidence  of   indebtedness  so  distributed
     applicable  to one  outstanding  share of Common Stock as determined by the
     Board of Directors in good faith; provided, however, that in the event of a
     distribution  exceeding ten percent (10%) of the net assets of the Company,
     if the Holders of a majority in interest  of the  Preferred  Stock  dispute
     such valuation,  such fair market value shall be determined by a nationally
     recognized or major regional investment banking firm or firm of independent
     certified public accountants of recognized  standing (which may be the firm
     that  regularly  examines  the  financial  statements  of the  Company) (an
     "Appraiser")  selected  in good  faith  by the  Holders  of a  majority  in
     interest of the shares of Preferred Stock then  outstanding;  and provided,
     further,  that the  Company,  after  receipt of the  determination  by such
     Appraiser shall have the right to select an additional  Appraiser,  in good
     faith, in which case the fair market value shall be equal to the average of
     the  determinations by each such Appraiser.  In either case the adjustments
     shall be described in a statement provided to the Holders of the portion of
     assets or evidences of  indebtedness  so distributed  or such  subscription
     rights  applicable to one share of Common Stock.  Such adjustment  shall be
     made  whenever any such  distribution  is made and shall  become  effective
     immediately after the record date mentioned above.

          (vi)  All  calculations  under  this  Section  5 shall  be made to the
     nearest cent or the nearest 1/100th of a share, as the case may be.

          (vii)  Whenever the Conversion  Price is adjusted  pursuant to Section
     5(c)(i),(ii),(iii),(iv),  or (v) the Company  shall  promptly  mail to each
     Holder,  a notice setting forth the Conversion  Price after such adjustment
     and setting forth a brief statement of the facts requiring such adjustment.

          (viii) In case of any  reclassification  of the Common  Stock,  or any
     compulsory  share exchange  pursuant to which the Common Stock is converted
     into other  securities,  cash or  property  (other  than  compulsory  share
     exchanges which constitute Change of Control Transactions),  the Holders of
     the Preferred  Stock then  outstanding  shall have the right  thereafter to
     convert  such  shares  only into the shares of stock and other  securities,
     cash and property receivable upon or deemed to be held by holders of Common
     Stock following such reclassification or share exchange, and the Holders of
     the  Preferred  Stock  shall be  entitled  upon such event to receive  such
     amount of securities,  cash or property as a holder of the number of shares
     of the Common  Stock of the  Company  into which such  shares of  Preferred
     Stock could have been converted  immediately prior to such reclassification
     or share exchange would have been entitled.  This provision shall similarly
     apply to successive reclassifications or share exchanges.

          (ix) If (a)  the  Company  shall  declare  a  dividend  (or any  other
     distribution)  on its Common Stock, (b) the Company shall declare a special
     nonrecurring  cash dividend on or a redemption of its Common Stock, (c) the
     Company  shall  authorize  the  granting to all holders of the Common Stock
     rights or warrants to subscribe for or purchase any shares of capital stock
     of any class or of any rights,  (d) the approval of any stockholders of the
     Company shall be required in connection  with any  reclassification  of the
     Common  Stock of the  Company,  any  consolidation  or  merger to which the
     Company is a party, any sale or transfer of all or substantially all of the
     assets of the  Company,  of any  compulsory  share of exchange  whereby the
     Common Stock is converted into other securities,  cash or property,  or (e)
     the Company  shall  authorize  the  voluntary or  involuntary  dissolution,
     liquidation  or winding up of the affairs of the Company;  then the Company
     shall cause to be filed at each office or agency maintained for the purpose
     of  conversion  of  Preferred  Stock,  and shall  cause to be mailed to the
     Holders at their last  addresses  as they shall appear upon the stock books
     of the Company, at least 20 calendar days prior to the applicable record or
     effective  date  hereinafter  specified,  a notice  stating (x) the date on
     which  a  record  is  to  be  taken  for  the  purpose  of  such  dividend,
     distribution,  redemption,  rights or warrants, or if a record is not to be
     taken,  the date as of which the  holders  of Common  Stock of record to be
     entitled to such dividend,  distributions,  redemption,  rights or warrants
     are to be  determined  or (y) the  date  on  which  such  reclassification,
     consolidation,  merger,  sale,  transfer  or share  exchange is expected to
     become  effective  or close,  and the date as of which it is expected  that
     holders of Common  Stock of record  shall be  entitled  to  exchange  their
     shares of Common Stock for securities,  cash or other property  deliverable
     upon such reclassification,  consolidation, merger, sale, transfer or share
     exchange;  provided,  however,  that the failure to mail such notice or any
     defect  therein or in the mailing  thereof shall not affect the validity of
     the corporate  action required to be specified in such notice.  Holders are
     entitled to convert  shares of  Preferred  Stock  during the 20-day  period
     commencing  the date of such  notice  to the  effective  date of the  event
     triggering such notice.

          (x) If the Company (i) makes a public  announcement that it intends to
     enter into a Change of  Control  Transaction  (as  defined in Section 8) or
     (ii) any person,  group or entity  (including the Company,  but excluding a
     Holder or any affiliate of a Holder) publicly  announces a bona fide tender
     offer,  exchange offer or other  transaction to purchase 33% or more of the
     Common  Stock  (such  announcement  being  referred  to  herein as a "Major
     Announcement"  and the date on  which a Major  Announcement  is  made,  the
     "Announcement  Date"),  then,  in the event that a Holder  seeks to convert
     shares of  Preferred  Stock on or  following  the  Announcement  Date,  the
     Conversion Price shall, effective upon the Announcement Date and continuing
     through  the  earlier  to  occur  of  the   consummation  of  the  proposed
     transaction or tender offer,  exchange offer or other  transaction  and the
     Abandonment  Date (as  defined  below),  be  equal to the  lower of (x) the
     average  Per  Share  Market  Value on the  five  Trading  Days  immediately
     preceding (but not including) the Announcement  Date and (y) the Conversion
     Price that would  otherwise have been in effect on the Conversion  Date for
     such Preferred Stock but for the application of this section.  "Abandonment
     Date"  means with  respect to any  proposed  transaction  or tender  offer,
     exchange  offer or other  transaction  for which a public  announcement  as
     contemplated  by this  paragraph  has been  made,  the date upon  which the
     Company  (in the case of clause (i) above) or the  person,  group or entity
     (in the case of clause (ii) above)  publicly  announces the  termination or
     abandonment of the proposed transaction or tender offer,  exchange offer or
     another transaction which caused this paragraph to become operative.

          (d) The Company  covenants  that it will at all times reserve and keep
     available out of its  authorized  and unissued  Common Stock solely for the
     purpose of  issuance  upon  conversion  of  Preferred  Stock and payment of
     dividends on Preferred Stock, each as herein provided, free from preemptive
     rights or any other actual contingent purchase rights of persons other than
     the  Holders,  not less than such number of shares of Common Stock as shall
     (subject to any additional requirements of the Company as to reservation of
     such shares set forth in the Purchase  Agreement) be issuable  (taking into
     account the adjustments and  restrictions of Section 5(a) and Section 5(c))
     upon the  conversion  of all  outstanding  shares  of  Preferred  Stock and
     payment of dividends  hereunder.  The Company  covenants that all shares of
     Common  Stock that shall be so  issuable  shall,  upon  issue,  be duly and
     validly  authorized,  issued  and  fully  paid,  nonassessable  and  freely
     tradeable,  subject to the  legend  requirements  of Section  3.1(b) of the
     Purchase Agreement.

          (e) Upon a conversion  hereunder  the Company shall not be required to
     issue stock certificates  representing fractions of shares of Common Stock,
     but may if otherwise permitted, make a cash payment in respect of any final
     fraction of a share based on the Per Share  Market  Value at such time.  If
     the  Company  elects not, or is unable,  to make such a cash  payment,  the
     Holder of a share of Preferred Stock shall be entitled to receive,  in lieu
     of the final fraction of a share, one whole share of Common Stock.

          (f) The  issuance  of  certificates  for  shares  of  Common  Stock on
     conversion of Preferred  Stock shall be made without  charge to the Holders
     thereof for any  documentary  stamp or similar taxes that may be payable in
     respect of the issue or delivery  of such  certificate,  provided  that the
     Company shall not be required to pay any tax that may be payable in respect
     of any  transfer  involved  in  the  issuance  and  delivery  of  any  such
     certificate upon conversion in a name other than that of the Holder of such
     shares  of  Preferred  Stock so  converted  and the  Company  shall  not be
     required to issue or deliver such  certificates  unless or until the person
     or persons  requesting the issuance  thereof shall have paid to the Company
     the amount of such tax or shall have established to the satisfaction of the
     Company that such tax has been paid.

          (g) Shares of  Preferred  Stock  converted  into Common Stock shall be
     canceled. The Company may not reissue any shares of Preferred Stock.

          (h) Any and all notices or other  communications  or  deliveries to be
     provided  by the  Holders  of the  Preferred  Stock  hereunder,  including,
     without  limitation,  any  Conversion  Notice,  shall  be  in  writing  and
     delivered  personally,  by  facsimile  or sent by a  nationally  recognized
     overnight  courier  service,  addressed  to  the  attention  of  the  Chief
     Financial  Officer of the  Company  at the  facsimile  telephone  number or
     address of the  principal  place of business of the Company as set forth in
     the  Purchase  Agreement.  Any and all notices or other  communications  or
     deliveries to be provided by the Company  hereunder shall be in writing and
     delivered  personally,  by  facsimile  or sent by a  nationally  recognized
     overnight  courier  service,  addressed  to each  Holder  at the  facsimile
     telephone  number or address of such Holder  appearing  on the books of the
     Company,  or if no such facsimile  telephone number or address appears,  at
     the  principal  place  of  business  of the  Holder.  Any  notice  or other
     communication  or deliveries  hereunder shall be deemed given and effective
     on the  earliest  of (i)  the  date of  transmission,  if  such  notice  or
     communication is delivered via facsimile at the facsimile  telephone number
     specified in this Section prior to 8:00 p.m. (New York City Time), (ii) the
     date after the date of  transmission,  if such notice or  communication  is
     delivered via facsimile at the facsimile telephone number specified in this
     Section  later than 8:00 p.m.  (New York City Time) on any date and earlier
     than 11:59 p.m. (New York City Time) on such date,  (iii) upon receipt,  if
     sent by a nationally  recognized  overnight  courier service,  or (iv) upon
     actual receipt by the party to whom such notice is required to be given.


<PAGE>
                  Section 6.        Optional Redemption.

          (a) The Company shall have the right,  exercisable at any time upon 20
     Trading  Days' notice (an "Optional  Redemption  Notice") to the Holders of
     the  Preferred  Stock  given at any time after the  Original  Issue Date to
     redeem all or any portion of the shares of  Preferred  Stock which have not
     previously  been  converted or  redeemed,  at a price equal to the Optional
     Redemption Price (as defined below).  The entire Optional  Redemption Price
     shall be paid in cash.  Holders  may convert  (and the Company  shall honor
     such  conversions  in  accordance  with the  terms  hereof)  any  shares of
     Preferred Stock, including shares subject to an Optional Redemption Notice,
     during the period from the date thereof  through the 20th Trading Day after
     the receipt of an Optional Redemption Notice,  provided,  however,  that in
     the event that the Optional  Redemption  Price is not paid in full prior to
     the  expiration  of the 20th  Trading  Day after the receipt of an Optional
     Redemption Notice,  such conversion rights shall continue to exist as if no
     Optional Redemption Notice were delivered.

          (b) If any portion of the Optional  Redemption Price shall not be paid
     by the Company by the 20th  Trading  Day after the  delivery of an Optional
     Redemption  Notice,  the  Optional  Redemption  Notice  with regard to such
     unpaid  portion  shall be null and void and ab initio.  In such event,  the
     Company  shall not again be permitted  to exercise any optional  redemption
     rights  with  respect to the  Preferred  Stock  without  the consent of the
     Holders.

          (c) "Optional Redemption Price" shall equal the sum of (i) the greater
     of (A) 125% of the aggregate -------------------------- Stated Value of the
     shares  of  Preferred  Stock to be  redeemed  and all  accrued  and  unpaid
     dividends thereon, and (B) the product of (a) the Per Share Market Value on
     the  Trading  Day  immediately  preceding  (x)  the  date  of the  Optional
     Redemption Notice, or (y) the date of payment in full by the Company of the
     Optional  Redemption  Price,  whichever is greater,  and (b) the Conversion
     Ratio calculated on the date of the Optional  Redemption  Notice,  and (ii)
     all other amounts, costs, expenses and liquidated damages due in respect of
     such shares of Preferred Stock.

                  Section 7.        Redemption Upon Triggering Events.

          (a) Upon the occurrence of a Triggering  Event,  each Holder shall (in
     addition  to all other  rights it may have  hereunder  or under  applicable
     law),  have the right,  exercisable  at the sole option of such Holder,  to
     require the Company to redeem all or a portion of the Preferred  Stock then
     held by such Holder for a redemption  price,  in cash,  equal to the sum of
     (i) the Mandatory Redemption Amount plus (ii) the product of (A) the number
     of  Underlying  Shares  issued in respect of  conversions  or as payment of
     dividends  hereunder  and then  held by the  Holder  and (B) the Per  Share
     Market  Value on the  date  such  redemption  is  demanded  or the date the
     redemption  price  hereunder  is paid in full,  whichever  is greater  (the
     "Redemption  Price").  The Redemption Price shall be due and payable within
     ten (10) days of the date on which the notice for the  payment  therefor is
     provided by a Holder.

          (b) If the Company fails to pay the redemption price hereunder in full
     pursuant to this  Section  within seven (7) days after the date when due in
     accordance  with the terms of Section  7(a),  the Company will pay interest
     thereon at a rate of 15% per annum,  accruing  daily from such  seventh day
     until the  redemption  price,  plus all such interest  thereon,  is paid in
     full.  For  purposes  of  this  Section,  a share  of  Preferred  Stock  is
     outstanding  until such date as the Holder shall have  received  Underlying
     Shares upon a conversion (or attempted conversion) thereof.

          (c) A "Triggering Event" means any one or more of the following events
     (whatever  the reason and whether it shall be voluntary or  involuntary  or
     effected by operation of law or pursuant to any  judgment,  decree or order
     of any court,  or any order,  rule or regulation of any  administrative  or
     governmental body):

          (i) the failure of an Underlying Securities  Registration Statement to
     be declared  effective by the Commission on or prior to the 180th day after
     the Original Issue Date;

          (ii) if, during the  Effectiveness  Period,  the  effectiveness of the
     Underlying Securities  Registration Statement lapses for any reason, or the
     Holder shall not be permitted to resell  Registrable  Securities  under the
     Underlying Securities Registration Statement;

          (iii) the failure of the Common Stock to be Actively Traded or, if the
     Common Stock shall have become listed on a Subsequent Market, the delisting
     or the  suspension  from trading of the Common  Stock from such  Subsequent
     Market for more than three (3) Business Days (which need not be consecutive
     Business Days);

          (iv) the  Company  shall fail for any  reason to deliver  certificates
     representing  Underlying  Shares issuable upon a conversion  hereunder that
     comply  with  the  provisions  hereof  prior  to the  10th  day  after  the
     Conversion  Date  or the  Company  shall  provide  notice  to  any  Holder,
     including by way of public announcement,  at any time, of its intention not
     to comply with requests for conversion of any Preferred Stock in accordance
     with the terms hereof;

          (v) (A) the Company shall consummate a Change of Control  Transaction,
     or  shall  sell  (in  one  or a  series  of  related  transactions)  all or
     substantially  all of its assets (whether or not such sale would constitute
     a Change of Control  Transaction),  provided,  that (x) the  Company  shall
     notify the Holder if it enters into an  agreement  for such a  transaction,
     (y) the  agreement for such  transaction  shall  explicitly  state that the
     redemption  contemplated  by this Section shall be made in full at the time
     of the  consummation  of such  transaction  and (z) if such  transaction is
     consummated, the dated used for calculating the Per Share Market Value used
     in  calculating  the  Redemption  Price  shall be the date on which (i) the
     Company  enters  into  an  agreement  for  such   transaction,   (ii)  such
     transaction is consummated,  or (iii) the Redemption Price is paid in full,
     whichever of such dates  contemplated  in clauses (i),  (ii) or (iii) above
     yields the greatest Per Share Market Value, or (B) the Company shall redeem
     more than a de  minimis  number of shares of Common  Stock or other  Junior
     Securities (other than redemptions of Underlying Shares);

          (vi) an Event  shall not have been  cured to the  satisfaction  of the
     Holders  prior to the  expiration  of thirty  (30) days from the Event Date
     relating thereto;

          (vii) the Company shall fail for any reason to deliver the certificate
     or certificates required pursuant to Section 5(b)(iii) or the cash pursuant
     to a Buy-In  within  seven  (7)  days  after  notice  is  deemed  delivered
     hereunder;

          (viii) the Company shall fail to have available a sufficient number of
     authorized  and  unreserved  shares of Common Stock to issue to such Holder
     upon a conversion hereunder; or

          (ix) the Consolidated Tangible Net Worth of the Company as of any date
     on which any shares of Preferred Stock are outstanding (the  "Determination
     Date") shall be less than the sum of (A) the aggregate  Redemption Price as
     of the  Determination  Date for all of the shares of  Preferred  Stock then
     outstanding,  and (B) $1,500,000,  unless the Company within 10 days of the
     Determination  Date provides  written notice to the Holder that the Company
     irrevocably  elects to redeem in whole the  Company's  11.25%  Subordinated
     Debentures due 2002 issued  pursuant to the Indenture,  dated as of January
     1, 1992, between the Company and National City Bank, as trustee,  excluding
     any  amendments  thereto  (the  "Indenture")  and the Company  subsequently
     redeems such Subordinated  Debentures in whole in accordance with the terms
     and conditions of the Indenture.

               Section 8.  Definitions.  For the purposes hereof,  the following
          terms shall have the following meanings:

               "Actively Traded" shall mean, on any date of determination,  that
          the average daily trading  volume of the Common Stock for the previous
          three (3) months is greater than 75,000 shares of Common Stock.

                  "Change of Control Transaction" means the occurrence of any of
(i) an  acquisition  after the date hereof by an  individual  or legal entity or
"group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
in excess of 33% of the voting securities of the Company,  (ii) a replacement of
more than one-half of the members of the Company's  board of directors  which is
not approved by those  individuals  who are members of the board of directors on
the date hereof in one or a series of related transactions,  (iii) the merger of
the  Company  with  or  into  another  entity,  consolidation  or sale of all or
substantially  all of the  assets of the  Company  in one or a series of related
transactions,  unless following such  transaction,  the holders of the Company's
securities  continue  to hold at least  33% of such  securities  following  such
transaction  or (iv) the  execution  by the Company of an agreement to which the
Company is a party or by which it is bound,  providing for any of the events set
forth above in (i), (ii) or (iii).

                  "Common  Stock" means the Company's  common  stock,  par value
$1.00 per  share,  and stock of any other  class  into  which  such  shares  may
hereafter have been reclassified or changed.

                  "Consolidated  Subsidiary"  means a subsidiary  of the Company
whose financial  statements are included in the most recent annual  consolidated
financial statements of the Company.

                  "Consolidated  Tangible  Net  Worth"  means  the  total of all
assets  appearing  on a  consolidated  balance  sheet  of the  Company  and  all
Consolidated  Subsidiaries,  prepared  in  accordance  with  generally  accepted
accounting  principles  less the sum of (i) the book  value of all assets of the
Company  and all of its  Consolidated  Subsidiaries  which  would be  treated as
intangibles under generally accepted accounting  principles  including,  without
limitation,  such items as goodwill,  trademarks,  trade names,  service  marks,
copyrights,  patents and licenses and rights with respect to the  foregoing  but
excluding  as an  intangible  any item  representing  the  deferred  portion  of
expenses  incurred in  connection  with the issuance of  indebtedness,  (ii) all
liabilities of the Company and all of its Consolidated  Subsidiaries  determined
in accordance  with  generally  accepted  accounting  principles,  and (iii) the
portion  of the  total  of all  assets  of  all  of the  Company's  Consolidated
Subsidiaries  are attributable to minority  interests  (excluding any portion of
the assets referred to in (i) above attributable to minority interests).

                  "Conversion  Ratio"  means,  at  any  time,  a  fraction,  the
numerator of which is Stated Value plus accrued but unpaid dividends  (including
any  accrued but unpaid  late fees  thereon)  but only to the extent not paid in
shares of Common Stock in accordance with the terms hereof,  and the denominator
of which is the Conversion Price at such time.

                  "Initial Conversion Price" means $6.32.

                  "Junior  Securities"  means  the  Common  Stock  and all other
equity  securities  of the  Company  which are junior in rights and  liquidation
preference to the Preferred Stock.

                  "Mandatory  Redemption  Amount"  for each  share of  Preferred
Stock means the sum of (i) the  greater of (A) 125% of the Stated  Value and all
accrued and unpaid  dividends with respect to such share, and (B) the product of
(a) the Per Share Market Value on the Trading Day immediately  preceding (x) the
date of the Triggering  Event or the Conversion Date, as the case may be, or (y)
the date of payment in full by the Company of the applicable  redemption  price,
whichever is greater, and (b) the Conversion Ratio calculated on the date of the
Triggering Event, or the Conversion Date, as the case may be, and (ii) all other
amounts, costs, expenses and liquidated damages due in respect of such shares of
Preferred Stock.

                  "Original  Issue  Date"  shall  mean  the  date  of the  first
issuance  of any  shares of the  Preferred  Stock  regardless  of the  number of
transfers of any  particular  shares of Preferred  Stock and  regardless  of the
number of certificates which may be issued to evidence such Preferred Stock.

                  "Per Share Market Value" means on any particular  date (a) the
closing bid price per share of the Common Stock on such date on such  Subsequent
Market on which the  Common  Stock is then  listed or  quoted,  as  reported  by
Bloomberg Information Services,  Inc. (or any successor entity succeeding to its
function of reporting  prices),  or if there is no such price on such date, then
the closing bid price on such  Subsequent  Market on the date nearest  preceding
such date, as reported by Bloomberg Information Services, Inc. (or any successor
entity  succeeding  to its function of reporting  prices),  or (b) if the Common
Stock is not then listed or quoted on a Subsequent Market, the closing bid price
for a share of Common Stock in the  over-the-counter  market, as reported by the
National  Quotation  Bureau  Incorporated  or  similar  organization  or  agency
succeeding  to its  functions  of  reporting  prices) and as listed on Bloomberg
Information  Services,  Inc. (or any successor entity succeeding to its function
of  reporting  prices),  at the close of  business  on such date,  or (c) if the
Common Stock is not then reported by the National Quotation Bureau  Incorporated
(or similar  organization  or agency  succeeding  to its  functions of reporting
prices) and as listed on Bloomberg Information Services,  Inc. (or any successor
entity succeeding to its function of reporting prices),  then the average of the
"Pink Sheet" quotes for the relevant  conversion  period,  as determined in good
faith by the Holder,  or (d) if the Common Stock is not then publicly traded the
fair  market  value of a share of Common  Stock as  determined  by an  Appraiser
selected  in good  faith by the  Holders  of a  majority  of the  shares  of the
Preferred Stock.

                  "Person" means a corporation,  an association,  a partnership,
organization,  a business, an individual,  a government or political subdivision
thereof or a governmental agency.

                  "Purchase  Agreement"  means the  Convertible  Preferred Stock
Purchase Agreement, dated as of the Original Issue Date, between the Company and
the original Holder of the Preferred Stock.

                  "Registration  Rights Agreement" means the Registration Rights
Agreement,  dated as of the  Original  Issue  Date,  between the Company and the
original Holder of the Preferred Stock.

                  "Trading  Day"  means (a) a day on which the  Common  Stock is
traded on such  Subsequent  Market on which the Common  Stock is then  listed or
quoted, as reported on Bloomberg  Information  Services,  Inc. (or any successor
entity  succeeding  to its function of reporting  prices),  or (b) if the Common
Stock is not listed on a Subsequent  Market,  a day on which the Common Stock is
traded in the over-the-counter market, as reported by the OTC Bulletin Board, as
reported on  Bloomberg  Information  Services,  Inc.  (or any  successor  entity
succeeding to its function of reporting  prices),  or (c) if the Common Stock is
not quoted on the OTC Bulletin  Board, a day on which the Common Stock is quoted
in the  over-the-counter  market as reported by the  National  Quotation  Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices) and as listed on Bloomberg Information Services,  Inc. (or any
successor  entity  succeeding  to its function of reporting  prices);  provided,
however,  that in the event that the Common Stock is not listed or quoted as set
forth in (a),  (b) and (c)  hereof,  then  Trading Day shall mean any day except
Saturday,  Sunday and any day which  shall be a legal  holiday or a day on which
banking  institutions in the State of New York are authorized or required by law
or other government action to close.

                  "Underlying   Securities   Registration   Statement"  means  a
registration  statement that meets the  requirement of the  Registration  Rights
Agreement  and registers  the resale of all  Underlying  Shares by the recipient
thereof, who shall be named as a "selling stockholder" thereunder.

                  "Underlying Shares" means, collectively,  the shares of Common
Stock  into  which the Shares  are  convertible  and the shares of Common  Stock
issuable upon payment of dividends thereon in accordance with the terms hereof.

                                    ARTICLE V

         The term of existence of the Corporation shall be perpetual.

                                   ARTICLE VI

         The stockholders may hold their meetings,  annual or special, within or
without the State of Delaware as may be provided in the  By-Laws,  and the Board
of  Directors  or any  Committee  thereof may hold all or any of their  meetings
within or without  the State of  Delaware  at such  places as the By-Laws or the
Board of Directors may designate.  The  Corporation may have one or more offices
and keep any of the books of the  Corporation  subject to the  provisions of the
laws of the State of  Delaware  within or without  the State of Delaware at such
places  as may  from  time to time be  designated  by the  Board  of  Directors.
Elections of directors  need not be by written  ballot unless the By-Laws of the
Corporation shall so provide.

                                   ARTICLE VII

         The  Corporation  shall  possess  and may  exercise  all the powers and
privileges  granted by the  General  Corporation  Law or by any other law of the
State  of  Delaware  at the time in force  or by this  Restated  Certificate  of
Incorporation,  together  with any  powers  incidental  thereto,  so far as such
powers and such privileges are necessary or convenient to the conduct, promotion
or  attainment  of the  purpose  set  forth  in  Article  III of  this  Restated
Certificate of Incorporation.

                                  ARTICLE VIII

         In addition to the powers and  authorities  hereinbefore  or by statute
expressly  conferred  upon them,  the Board of  Directors  may exercise all such
powers  and do all  such  acts and  things  as may be  exercised  or done by the
Corporation, subject, nevertheless, to the express provisions of the laws of the
State of Delaware,  of this Restated  Certificate of  Incorporation,  and of the
By-Laws of the Corporation.
                                   ARTICLE IX

         The  Corporation  shall,  to the full extent  permitted  by the General
Corporation  Law of the  State of  Delaware,  indemnify  all  persons  whom this
Corporation may indemnify pursuant thereto.

         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  director's
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 and improper
personal  benefit.  If the Delaware  General  Corporation  Law is amended  after
approval by the  stockholders  of this provision to authorize  corporate  action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

         Any  repeal  or  modification   of  the  foregoing   paragraph  by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a director of the Corporation  existing at the time of such repeal
or modification.

                                    ARTICLE X

         All  transactions  between  the  Corporation  and  one or  more  of its
directors or officers,  or between the  Corporation  and any other  corporation,
partnership,  association  or other  organization  in  which  one or more of its
directors or officers are directors or officers,  or have a financial  interest,
shall be valid to the full extent  permitted by the General  Corporation  Law of
the State of Delaware.

                                   ARTICLE XI

         The Corporation  reserves the right to amend,  alter,  change or repeal
any provision  contained in this Restated  Certificate of  Incorporation  in the
manner  now or  hereafter  prescribed  by  statute,  and all  rights  and powers
conferred  herein on  stockholders,  directors  and officers are subject to this
reservation.

                                   ARTICLE XII

         The Board of  Directors  shall be divided  into 3 classes;  the term of
office of the  directors  of the 1st class to expire at the  annual  meeting  of
shareholders  to be held in 1988;  that of the 2nd class to expire at the annual
meeting of  shareholders to be held in 1989; and that of the 3rd class to expire
at the annual meeting of shareholders to be held in 1990. At each annual meeting
starting in 1988 the number of directors  equal to the number of the class whose
term expires at the time of such  meeting  shall be elected to hold office until
the 3rd succeeding  annual  meeting.  The number of directors of the corporation
shall be six.  This number of directors  may be changed only by the  affirmative
vote of (i)  the  holders  of at  least  75% of the  shares  of the  corporation
entitled to vote on such change,  or (ii) a majority of the  directors in office
at the time of the vote.  When the number of directors is changed,  any increase
or decrease in  directorships  shall be  apportioned  among the classes so as to
make all classes as nearly equal in number as possible.

         A  director  may be removed  from  office  only for cause,  and only by
affirmative  vote of a majority of the shares  entitled to vote for the election
of such director,  taken at a meeting of  shareholders  called for that purpose.
Except as may otherwise be provided by law, cause for removal shall be construed
to exist only if the director  whose removal is proposed has been convicted of a
felony by a court of competent  jurisdiction  and such  conviction  is no longer
subject  to  direct  appeal  or  has  been  adjudged  by a  court  of  competent
jurisdiction to be liable for negligence or misconduct in the performance of his
duty  to  the  corporation  in  a  matter  of  substantial   importance  to  the
corporation, and such adjudication is no longer subject to direct appeal.

         All nominations  for election to the Board of Directors,  including any
nomination  to fill a vacancy  (whether  created by an increase in the number of
directors,  a  resignation  of a  Director  or the  removal  of a  Director,  or
otherwise),  other than those made by the  remaining  directors  then in office,
must be made at a meeting of shareholders called for the election of directors.

         Special  meetings of the  shareholders,  for any  purpose or  purposes,
unless  otherwise  prescribed by statute,  may be called only by the Chairman of
the Board or the Secretary, or the Board of Directors.

         This  Article  XII may be  altered,  amended  or  repealed  only by the
affirmative  vote of not less  than  seventy-five  percent  (75%) of the  shares
present or represented at an annual or special  meeting of the  stockholders  at
which a quorum is in attendance.

     IN WITNESS WHEREOF,  COYOTE NETWORK SYSTEMS,  INC. has caused this Restated
Certificate of  Incorporation  to be signed by its President and attested by its
Secretary, this 4th day of September, 1998.

                                   COYOTE NETWORK SYSTEMS, INC.


                            BY     /s/ Daniel W. Latham
                                   ------------------------------------- 
                                   Daniel W. Latham
                                   President and Chief Operating Officer
Attest:

/s/ Brian A. Robson
---------------------------
Brian A. Robson, Secretary