EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                        AMERTRANZ WORLDWIDE HOLDING CORP.


         The  undersigned,  being of legal age,  in order to form a  corporation
under and pursuant to the laws of the State of  Delaware,  does hereby set forth
as follows:

         FIRST: The name of the corporation is

                        AMERTRANZ WORLDWIDE HOLDING CORP.

         SECOND:  The address of the initial  registered and principal office of
this corporation in this state is c/o United Corporate  Services,  Inc., 15 East
North Street, in the city of Dover,  County of Kent, State of Delaware 19901 and
the name of the registered agent at said address is United  Corporate  Services,
Inc.

         THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which  corporations  may be organized under the corporation laws of
the State of Delaware.

         FOURTH:  The  corporation  shall be  authorized  to issue the following
shares:

          Class                     Number of Shares           Par Value

          COMMON                    15,000,000                   $ .01

         FIFTH: The name and address of the incorporator are as follows:

          NAME                                   ADDRESS

          Ray A. Barr                            10 Bank Street
                                                 White Plains, New fork 10606

         SIXTH: The following  provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation,  and for further
definition,  limitation and regulation of the powers of the  corporation  and of
its directors and stockholders:

         (1) The number of  directors of the  corporation  shall be such as from
time to time  shall be fixed  by,  or in the  manner  provided  in the  by-laws.
Election of directors need not be by ballot unless the By-Laws so provide.

         (2) The Board of Directors  shall have power without the assent or vote
of the stockholders:

              (a) To make, alter, amend, change, add to or repeal the By-Laws of
the  corporation;  to fix and vary the  amount  to be  reserved  for any  proper
purpose;  to authorize and cause to be executed  mortgages and liens upon all or
any  part  of  the  property  of the  corporation;  to  determine  the  use  and
disposition  of any  surplus  or net  profits;  and to fix  the  times  for  the
declaration and payment of dividends.

              (b) To determine from time to time whether,  and to what times and
places,  and under what  conditions  the accounts  and books of the  corporation
(other than the stock ledger) or any of them, shall be open to the inspection of
the stockholders.


                                       -1-

<PAGE>



         (3) The  directors in their  discretion  may submit any contract or act
for approval or ratification at any annual meeting of the  stockholders,  at any
meeting of the  stockholders  called for the purpose of considering any such act
or  contract,  or through a written  consent in lieu of a meeting in  accordance
with the requirements of the General Corporation Law of Delaware as amended from
time to time,  and any  contract  or act  that  shall  be so  approved  or be 50
ratified  by  the  vote  of the  holders  of a  majority  of  the  stock  of the
corporation  which is represented in person or by proxy at such meeting,  (or by
written  consent whether  received  directly or through a proxy) and entitled to
vote thereon (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be as valid and as binding upon the corporation and
upon all the stockholders as though it had been approved, ratified, or consented
to by every  stockholder of the corporation,  whether or not the contract or act
would otherwise be open to legal attack because of directors'  interest,  or for
any other reason.

         (4) In  addition  to the  powers  and  authorities  hereinbefore  or by
statute  expressly  conferred upon them,  the directors are hereby  empowered to
exercise  all such powers and do all such acts and things as may be exercised or
done  by  the  corporation;  subject,  nevertheless,  to the  provisions  of the
statutes of Delaware, of this certificate,  and to any by-laws from time to time
made by the  stockholders;  provided,  however,  that no  by-laws  so made shall
invalidate  any prior act of the  directors  which would have been valid if such
by-law had not been made.

         SEVENTH:  No director shall be liable to the  corporation or any of its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except  with  respect to (1) a breach of the  director's  duty of loyalty to the
corporation  or its  stockholders,  (2) acts or  omissions  not in good faith or
which  involve  intentional  misconduct  or a  knowing  violation  of  law,  (3)
liability  under Section 174 of the Delaware  General  Corporation  Law or (4) a
transaction from which the director  derived an improper  personal  benefit,  it
being the intention of the foregoing provision to eliminate the liability of the
corporation's  directors to the  corporation or its  stockholders to the fullest
extent permitted by Section  102(b)(7) of the Delaware General  Corporation Law,
as amended from time to time.  The  corporation  shall  indemnify to the fullest
extent  permitted  by  Sections  102(b)(7)  and  145  of  the  Delaware  General
Corporation  Law, as amended from time to time,  each person that such  Sections
grant the corporation the power to indemnify.

         EIGHTH:  Whenever a compromise or arrangement is proposed  between this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  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 this  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 this corporation under the provisions of Section 279 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 this  corporation,  as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing  three-fourths  (3/4)  in  value  of  the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case way be, agree to any compromise or arrangement  and to
any  reorganization  of this  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 this corporation, as the case may be,
and also on this corporation.

         NINTH: The corporation  reserves the right to amend,  alter,  change or
repeal any  provision  contained in this  certificate  of  incorporation  in the
manner now or hereafter  prescribed by law, and all rights and powers  conferred
herein on  stockholders,  directors  and officers  are subject to this  reserved
power.


         IN WITNESS WHEREOF,  the undersigned  hereby executes this document and
affirms that the facts set forth herein are true under the  penalties of perjury
this twelfth day of January, 1996.

                                       -2-

<PAGE>







                                         /S/RAY A. BARR
                                         Ray A. Barr, Incorporator


                                       -3-

<PAGE>



                         CERTIFICATE OF AMENDMENT TO THE
                         CERTIFICATE OF INCORPORATION OF
                        AMERTRANZ WORLDWIDE HOLDING CORP.


         The  undersigned,  being the President of Amertranz  Worldwide  Holding
Corp., hereby certifies that:

         FIRST: The name of the Corporation is Amertranz Worldwide Holding Corp.

         SECOND:  The original  Certificate of  Incorporation of the Corporation
was filed with the  Secretary  of State of the State of  Delaware on January 16,
1996.

         THIRD:  ARTICLE FOURTH of said  Certificate of  Incorporation is hereby
amended in its entirety to read as follows:

          The total  number of shares of all  classes of stock which the
          Corporation  shall have  authority  to  issue  is  17,500,000
          shares  consisting of (1) 2,500,000 shares of preferred stock,
          $10.00 par value (the "Preferred  Stock");  and (2) 15,000,000
          shares of common stock, $.01 par value (the "Common Stock").

         The Board of Directors  shall have  authority to establish the classes,
designations, powers, preferences and relative, participating, optional or other
special rights, and the qualifications,  limitations and restrictions thereof in
respect of the Preferred Stock and the Common Stock.

         FOURTH:  The  foregoing  amendment has been duly advised and adopted by
the Board of Directors of the  Corporation  and approved by the  stockholders of
the Corporation in accordance  with the applicable  provisions of Section 242 of
the General  Corporation  Law of the State of Delaware by written consent of the
stockholders  of the  Corporation  given in  accordance  with the  provisions of
Section  228 of the General  Corporation  Law of the State of  Delaware.  Prompt
written  notice of adoption  of the  foregoing  amendment  has been given to all
stockholders  who have not  consented to such  adoption in writing in accordance
with  the  provisions  of  Section  228(d)  of the  General  Corporation  Law of
Delaware.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
13th day of June, 1996.


ATTEST:                                     /s/ Stuart Hettleman
                                            President
/s/ Michael Barsa
Secretary


<PAGE>



                           CERTIFICATE OF DESIGNATION
                        AMERTRANZ WORLDWIDE HOLDING CORP.

         The  undersigned,  being the President of Amertranz  Worldwide  Holding
Corp.,  hereby certifies pursuant to Section 151 (g) of the General  Corporation
Law of Delaware:

         The Board of  Directors  of the  Corporation  have by  resolution  duly
adopted,   approved  the  powers,   designations,   preferences   and  relative,
participating  optional or other rights of the shares of Preferred Stock, $10.00
par value, of the Corporation as follows:

         Par Value.  The shares of Class A  Preferred  Stock shall have a par or
stated value of $10.00 per share.

         Dividends:  Holders of Class A  Preferred  Stock  shall be  entitled to
receive,  when,  as and if  declared  by the Board of  Directors  out of legally
available  funds,  dividends  at an  annual  rate of $1.00  per  share,  payable
semi-annually  in arrears on June 30 and December 31 of each year, in cash or in
shares of Class A  Preferred  Stock at the rate of $10.00 per  share.  Dividends
shall  accrue and are  cumulative  from the most recent date to which  dividends
have been paid. The Class A Preferred  Stock shall have priority as to dividends
over the Common  stock and all other  series or classes of the  Company's  stock
that rank junior to the Class A Preferred Stock ("Junior  Dividend  Stock").  No
dividend (other than dividends  payable solely in Common Stock,  Junior Dividend
Stock or warrants or other  rights to acquire  Common  Stock or Junior  Dividend
Stock) may be paid or set apart for payment on, and no purchase,  redemption  or
other  acquisition  may be made by the  Company  of, the Common  Stock or Junior
Dividend Stock unless all accrued and unpaid  dividends on the Class A Preferred
Stock,  including the full dividend for the  then-current  semi-annual  dividend
period, shall have been paid.

         Preference on  Liquidation.  In a case of the voluntary or  involuntary
liquidation,  dissolution  or  winding up of the  Company,  holders of shares of
Class A Preferred Stock then outstanding shall be entitled to be paid out of the
assets of the Company  available for  distribution  to stockholders an amount in
cash equal to $10.00 per share,  plus an amount  equal to any accrued and unpaid
dividends,  whether or not declared,  to the payment date, before any payment or
distribution shall be made to the holders of Common Stock or any other series or
class of stock  that  ranks  junior  as to  liquidation  rights  to the  Class A
Preferred Stock.

         Voting.  The  holders of Class A  Preferred  Stock shall have no voting
rights  except as  required  by law.  In  exercising  any  voting  rights,  each
outstanding share of Class A Preferred Stock shall be entitled to one vote.

         Conversion  Rights.  Each holder of Class A Preferred  Stock shall have
the right,  at the  holder's  option,  to convert  any or all shares into Common
Stock at any time at a  conversion  price  (subject to  adjustment  as described
below) of the lower of (i) the  price per share of Common  Stock in the  Initial
Public Offering of the Corporation's Common Stock, or (ii) 80% of the average of
the closing  bid and asked  price per share of Common  Stock on the day prior to
the conversion date.

         The  Conversion  price is subject  to  adjustment  in  certain  events,
including  (i) the payment of a dividend on any class of the  Company's  capital
stock in shares of Common Stock or any other securities issued by the Company or
any of its subsidiaries;  (ii) subdivisions or combinations of the Common Stock;
(iii) the  issuance  to all  holders of Common  Stock of rights or  warrants  to
subscribe  for or  purchase  Common  Stock  or  securities  convertible  into or
exchangeable  for Common Stock,  for a  consideration  per share of Common Stock
less than the  current  market  price per share of the date of  issuance  of the
securities.

         Registration  Rights.  At the  request of a holder of shares of Class A
Preferred  Stock, the Company shall register for resale under the Securities Act
of 1933,  as amended  ("Securities  Act") any shares of Common Stock issued upon
conversion of shares of the Class A Preferred Stock.



<PAGE>



         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
18th day of June, 1996.

                                            /s/ Stuart Hettleman
                                            Stuart Hettleman, President


Attest:


/s/ Michael Barsa
Michael Barsa



                                       -2-

<PAGE>



                   CERTIFICATE OF CORRECTION FILED TO CORRECT
                A CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATION
                      OF AMERTRANZ WORLDWIDE HOLDING CORP.
                  FILED IN THE OFFICE OF THE SECRETARY OF STATE
                           OF DELAWARE ON JULY 1, 1996


         Amertranz Worldwide Holding Corp., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware does
hereby certify:

         1.   The  name  of the  corporation  is  Amertranz  Worldwide
              Holding Corp.

         2.   That a  Certificate  of  Designation  was filed with the
              Secretary of State of Delaware on July 1, 1996, and that
              said  Certificate  requires  correction  as permitted by
              Section 103 of the General  Corporation Law of the State
              of Delaware.

         3.   The  inaccuracy  or  defect  of said  Certificate  to be
              corrected is as follows:

              The  number of shares  designated  as Class A  Preferred
              Stock was  omitted.  The  Certificate  is  corrected  by
              inserting  a  paragraph  immediately  after  the  second
              paragraph  and   immediately   preceding  the  paragraph
              entitled "Par Value" to read as follows:

                   "Class  A  Preferred   Stock.   Five   Hundred
                   Thousand  (500,000)  shares  of the  Preferred
                   Stock   authorized  in  the   Certificate   of
                   Incorporation  are to be designated as Class A
                   Preferred Stock."

         IN WITNESS WHEREOF,  said Amertranz  Worldwide Holding Corp. has caused
this Certificate to be signed by Stuart Hettleman, its President,  this 10th day
of June, 1997.

                                            AMERTRANZ WORLDWIDE HOLDING CORP.


                                            By: /s/ Stuart Hettleman


<PAGE>



                           CERTIFICATE OF DESIGNATION
                        AMERTRANZ WORLDWIDE HOLDING CORP.


         The  undersigned,  being the President of Amertranz  Worldwide  Holding
Corp.  (the  "Company"),  hereby  certifies,  pursuant to Section  151(g) of the
General  Corporation  Law of  Delaware,  that  the  Board  of  Directors  of the
Corporation has duly adopted and approved the powers, designations,  preferences
and relative,  participating optional or other rights of the shares of Preferred
Stock, $10.00 par value per share, of the Corporation as follows:

         RESOLVED, that the following is hereby adopted and approved:

         Class B Preferred Stock:  Twenty-five  thousand  (25,000) shares of the
Preferred  Stock  authorized  in  the  Certificate  of  Incorporation  are to be
designated as Class B Preferred Stock.

         Par value:  The shares of Class B  Preferred  Stock shall have a par or
stated value of $10.00 per share.

         Dividends:  No dividend  will be paid or declared  and set aside by the
Board of Directors for holders of Class B Preferred Stock.

         No  Preference  on  Liquidation:  In  the  event  of the  voluntary  or
involuntary  liquidation,  dissolution or winding up of the Company,  holders of
shares of Class B Preferred Stock then  outstanding  shall not be entitled to be
paid out of the assets of the Company before any payment or distribution is made
to the holders of Common Stock or any other series or class of stock.

         Voting:  The  holders of Class B  Preferred  Stock shall have no voting
rights  except as  required  by law.  In  exercising  any  voting  rights,  each
outstanding share of Class B Preferred Stock shall be entitled to one vote.

         Conversion  Rights:  Each holder of Class B Preferred  Stock shall have
the right to convert any or all shares of Class B Preferred Stock into shares of
fully paid and  nonassessable  Common Stock,  at the conversion  rate of one (1)
share of Class B  Preferred  Stock for ten (10) shares of Common  Stock.  In the
event of any change in the  outstanding  shares of Common Stock by reason of any
share dividend or split, recapitalization or other similar corporate change, the
conversion rate shall be accordingly adjusted.  The right of such conversion may
be exercised at the option of the holder of shares of Class B Preferred Stock at
any time and from time to time following the first  anniversary of the merger of
Consolidated  Air  Services,Inc.,  an  Arizona  corporation,  with  and into the
Company pursuant to the Agreement of Merger dated as of September 30, 1996.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
8th of October, 1996.


                                            /s/ Stuart Hettleman
                                            Stuart Hettleman, President

ATTEST:

/s/ Michael Barsa


<PAGE>



                              CERTIFICATE OF MERGER
                                       OF
                         CONSOLIDATED AIR SERVICES, INC.
                                      INTO
                        AMERTRANZ WORLDWIDE HOLDING CORP.


         The undersigned corporation does hereby certify:

         FIRST:  That  the  name  and  state  of  incorporation  of  each of the
constituent corporations of the merger is as follows:

         Name                                         State of Incorporation
         Consolidated Air Services, Inc.              Arizona
         Amertranz Worldwide Holding Corp.            Delaware

         SECOND:  That an Agreement of Merger  between the parties to the merger
has been approved, adopted, certified,  executed and acknowledged by each of the
constituent  corporations in accordance with the  requirements of section 252 of
the General Corporation Law of the State of Delaware.

         THIRD:  That the name of the  surviving  corporation  of the  merger is
Amertranz Worldwide Holding Corp., a Delaware corporation.

         FOURTH:  That the Certificate of Incorporation  of Amertranz  Worldwide
Holding Corp., a Delaware  corporation  which is surviving the merger,  shall be
the Certificate of Incorporation of the surviving corporation.

         FIFTH:  That  the  executed  Agreement  of  Merger  is on  file  at the
principal place of business of the surviving  corporation,  the address of which
is 2001 Marcus Avenue, Lake Success, New York 11042.

         SIXTH:  That a copy of the Agreement of Merger will be furnished by the
surviving  corporation,  on request and without cost, to any  stockholder of any
constituent corporation.

         SEVENTH: The authorized capital stock of each foreign corporation which
is a party to the merger is as follows:  

                                              Number        Par Value
Corporation                         Class     of Shares     per Share

Consolidated Air Services, Inc.     Common    100,000       $1.00
Number Par Value  Corporation  Class of

         EIGHTH:  That this Certificate of Merger shall be effective upon filing
with the Secretary of State of the State of Delaware.

Dated:   October 10, 1996

                                            AMERTRANZ WORLDWIDE HOLDING CORP.

                                            By: /s/ Stuart Hettleman
                                                Stuart Hettleman, President


<PAGE>



                          CERTIFICATE OF DESIGNATIONS,
                             PREFERENCES AND RIGHTS
                                       of
                     CLASS C 10% CONVERTIBLE PREFERRED STOCK
                                       of
                        AMERTRANZ WORLDWIDE HOLDING CORP.

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

Amertranz  Worldwide  Holding Corp., a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies  that,  pursuant to the authority  vested in the Board of Directors of
the   Corporation   (the  "Board  of  Directors")   under  its   Certificate  of
Incorporation,  and in  accordance  with  Section  151 of the  Delaware  General
Corporation Law, the Board of Directors has adopted the following resolution:

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of Directors of this  Corporation in accordance with the provisions of its
Certificate  of  Incorporation,  the  Board of  Directors  does  hereby  create,
authorize  and  provide  for  the  issuance  of a  series  of the  Corporation's
preferred  stock,  par value $10.00 per share, and hereby states the designation
and number of shares,  and fixes the relative rights,  preferences,  privileges,
powers and restrictions thereof as follows:

         Class C 10% Convertible Preferred Stock:

         1.  Designation  and Amount.  The  designation  of this  series,  which
consists of 400,000 shares of Preferred  Stock,  is the Class C 10%  Convertible
Preferred  Stock  (the  "Preferred  Stock")  and the stated  value  shall be Ten
Dollars ($10.00) per share (the "Stated Value").

         2. (a) Rank. All shares of the Preferred Stock shall rank senior to the
Corporation's  common stock, par value $0.01 per share (the "Common Stock"), and
to any other class of capital stock or series of preferred stock now existing or
established  hereafter  by the Board of  Directors  (collectively,  the  "Junior
Securities"), as to the distribution of assets upon liquidation,  dissolution or
winding  up of the  Corporation,  whether  voluntary  or  involuntary,  and with
respect to the payment of dividends.  The Corporation  shall not issue any class
or series of capital  stock  which  ranks pari passu with the Class C  Preferred
Stock; provided,  however, that the Corporation shall have the right to create a
series of Class D preferred stock ("Class D Preferred Stock"),  which shall rank
pari passu with the  Preferred  Stock,  for  issuance to certain  holders of the
Corporation's  indebtedness  existing as of May 1, 1997 only in the event any or
all of such indebtedness is converted into Class D Preferred Stock in accordance
with the terms of an agreement between such holders and the Corporation dated as
of May 1, 1997. Such Class D Preferred  Stock,  if created,  shall have the same
terms as the  Corporation's  existing Class A Preferred  Stock,  except that the
Class D Preferred Stock will rank pari passu with the Preferred Stock.

         3. Dividends.

              (a) The  Corporation  shall  pay out of  funds  legally  available
therefor a fixed dividend on each outstanding share of Preferred Stock at a rate
per annum equal to 10.0% of the Stated Value thereof. Dividends shall be payable
in arrears  quarterly  as of March 31, June 30,  September 30 and December 31 of
each year  (each a  "Dividend  Payment  Date") to the  holders  of record of the
Preferred Stock on the preceding March 15, June 15, September 15 and December 15
(each a "Regular  Dividend Date").  Dividends shall also be immediately  payable
upon (i)  conversion  of the  Preferred  Stock  into  shares of Common  Stock in
accordance  with  Section  5(a) (such  dividends  accruing  through  the date of
conversion),  (ii) the occurrence of a Liquidation  Event as provided in Section
4(a) (such dividends  accruing through the date of distribution of the Company's
assets) and (iii) the redemption of the Preferred Stock as provided in Section 6
(such dividends accruing through the date of redemption). Dividends accruing for
any period less than a full  dividend  period will be computed on the basis of a
360-day year comprised of twelve 30-day months.  Dividends shall be payable on a
cumulative  basis,  such that any  unpaid  dividends  shall  accumulate  and the
arrearage  shall be paid in full prior to any dividends being paid to holders of
Junior Securities.



<PAGE>



              (b) 1) Except in connection  with the payment of dividends  upon a
Liquidation  Event or  redemption of the  Preferred  Stock,  any dividend on the
Preferred  Stock  pursuant  to  Section  3(a)  shall  be,  at the  option of the
Corporation,  payable  either (i) in cash or (ii) if and only if a  registration
statement  registering  the issuance by the Company of shares of Common Stock as
dividends under the Securities Act of 1933 is current and effective  through the
issuance of a number of shares  (rounded to the nearest  whole  share) of Common
Stock  (the  "Dividend  Shares")  equal to the  dividend  amount  divided by the
average  last sale  price of a share of Common  Stock on the five  trading  days
ending two business days prior to each Dividend Payment Date.

              (c) In the  event  that  full  dividends  are  not  paid  or  made
available to the holders of all outstanding shares of Preferred Stock and of any
Class D Preferred  Stock and funds  available for payment of dividends  shall be
insufficient  to permit payment in full to holders of all such stock of the full
preferential  amounts to which they are then  entitled,  then the entire  amount
available for payment of dividends  shall be distributed  ratably among all such
holders of Preferred  Stock and of any Class D Preferred  Stock in proportion to
the full amount to which they would otherwise be respectively entitled.

         4. Liquidation Preference.

              (a) If the  Corporation  shall commence a voluntary case under the
Federal  bankruptcy laws or any other  applicable  Federal or State  bankruptcy,
insolvency  or similar law, or consent to the entry of an order for relief in an
involuntary case under any law or to the appointment of a receiver,  liquidator,
assignee,  custodian,  trustee,  sequestrator (or other similar official) of the
Corporation or of any  substantial  part of its property,  or make an assignment
for the benefit of its  creditors,  or admit in writing its inability to pay its
debts  generally  as they  become  due,  or if a decree or order  for  relief in
respect of the  Corporation  shall be entered by a court having  jurisdiction in
the premises in an  involuntary  case under the Federal  bankruptcy  laws or any
other  applicable  Federal  or  State  bankruptcy,  insolvency  or  similar  law
resulting in the  appointment of a receiver,  liquidator,  assignee,  custodian,
trustee,  sequestrator (or other similar  official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and any such decree or order shall be unstayed and in effect for a
period of 60 consecutive days and, on account of any such event, the Corporation
shall  liquidate,  dissolve or wind up, or if the  Corporation  shall  otherwise
liquidate,  dissolve or wind up (any and all of the foregoing  being referred to
as a "Liquidation  Event"),  no distribution shall be made to the holders of any
Junior  Securities  unless prior  thereto the holders of shares of the Preferred
Stock and any outstanding  shares of Class D Preferred Stock shall have received
the  Liquidation  Preference  (as defined in Section  4(c)) with respect to each
share.  If upon the  occurrence  of a  Liquidation  Event,  the assets and funds
available for distribution  among the holders of the Preferred Stock and holders
of any Class D Preferred  Stock shall be  insufficient  to permit the payment to
such holders of the Liquidation  Preference (as defined below) payable  thereon,
then the  entire  assets  and funds of the  Corporation  legally  available  for
distribution  to the  Preferred  Stock and any Class D Preferred  Stock shall be
distributed  ratably  among  such  shares in  proportion  to the ratio  that the
Liquidation  Preference  payable  on each  such  share  bears  to the  aggregate
Liquidation Preference payable on all such shares.

              (b) For purposes hereof, the "Liquidation  Preference" of a holder
of  Preferred  Stock means the greater of (i) the Stated  Value of the shares of
Preferred  Stock held by the holder  plus the amount of any  accrued  and unpaid
dividends (in cash) through the date of final distribution to the holder thereof
(or with  respect  to any  other  event as of the date the  measurement  of such
Liquidation  Preference  is relevant to such event) and (ii) the amount equal to
what the holder would have received had he converted  the  Preferred  Stock into
Common Stock on the business day  immediately  prior to the record date for such
Liquidation Event.

              (c) The Corporation  shall not effect any distribution as a result
of a Liquidated  Event,  unless each holder of  Preferred  Stock has been mailed
written  notice of such  distribution  at least 20 days prior  thereto and in no
event  later  than 10 days  prior to the record  date for the  determination  of
shareholders entitled to participate in such distribution.

         5. Conversion Rights.

              (a) Each holder of shares of the Preferred  Stock may, at any time
and from time to time upon surrender of the certificates  therefor,  convert any
or all of its shares of Preferred Stock into shares of Common Stock.  Each share
of  Preferred  Stock  shall be  convertible  into such  number of fully paid and
nonassessable shares of Common Stock as is determined by dividing (x) the Stated
Value thereof by (y) the Conversion Price (as defined below) then in effect.

                                       -2-

<PAGE>



Additionally,  at the time of  delivery  of the  shares  of  Common  Stock  upon
conversion, the Company shall pay any and all dividends accrued on the Preferred
Stock through the date of conversion in cash or shares of Common Stock.

              (b)  Conversion   Price.   Subject  to  Section  5(c)  below,  the
"Conversion Price" shall be equal to $1.00 per share of Common Stock.

              (c) Conversion Price and Other  Adjustments.  The Conversion Price
and the  number of  shares  of Common  Stock  issuable  upon  conversion  of the
Preferred Stock shall be subject to adjustment from time to time as follows:

                   (i) Adjustment Due to Stock Split, Stock Dividend, Etc. If at
any time when any shares of  Preferred  Stock are issued  and  outstanding,  the
number of  outstanding  shares of Common  Stock is  increased  by a stock split,
stock  dividend,  combination,  reclassification  or other  similar  event,  the
Conversion  Price  shall  be  proportionately  reduced,  or  if  the  number  of
outstanding  shares of Common  Stock is  decreased  by a  reverse  stock  split,
combination  or   reclassification  of  shares,  or  other  similar  event,  the
Conversion  Price  shall  be  proportionately  increased.  In  such  event,  the
Corporation  shall  notify the  Transfer  Agent of such  change on or before the
effective date thereof.

                   (ii) Adjustment Due to Merger, Consolidation, Etc. If, at any
time when any shares of Preferred Stock are issued and outstanding,  there shall
be (each  of the  following  being  referred  to as a  "Merger  Event")  (a) any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value,  or from par value to no par value,  or from no par value
to par  value,  or as a result of a  subdivision  or  combination  described  in
Section 5(c)(i) above),  (b) any consolidation or merger of the Corporation with
any other  corporation  (other  than a merger in which  the  Corporation  is the
surviving or continuing entity and its capital stock is unchanged), (c) any sale
or transfer of all or substantially  all of the assets of the Corporation or (d)
any share  exchange  pursuant to which all of the  outstanding  shares of Common
Stock are  converted  into other  securities  or  property,  then the holders of
Preferred  Stock shall  thereafter  have the right to receive upon conversion of
their  Preferred  Stock,  upon  the  basis  and upon the  terms  and  conditions
specified  herein  and in lieu of the  shares of Common  Stock,  such  shares of
stock,  securities  and other property as would have been issuable or payable in
connection  with the Merger  Event with respect to or in exchange for the number
of shares of Common Stock immediately  theretofore  issuable and receivable upon
the conversion of the Preferred Stock held by such holders had such Merger Event
not taken place, and in any such case appropriate  provisions shall be made with
respect to the rights and interests of the holders of the Preferred Stock to the
effect that the provisions hereof (including, without limitation, provisions for
adjustment of the  Conversion  Price and the  corresponding  number of shares of
Common Stock issuable upon conversion of the Preferred  Stock) shall  thereafter
be  applicable,  as nearly as may be  practicable  in  relation to any shares of
stock or securities  thereafter  deliverable  upon the conversion  thereof.  The
Corporation  shall not effect any transaction  described in this subsection (ii)
unless (x) each holder of the Preferred  Stock has been mailed written notice of
such  transaction  at least 20 days prior  thereto and in no event later than 10
days prior to the record date for the determination of shareholders  entitled to
vote with respect thereto,  and (y) the resulting  successor or acquiring entity
(if not the Corporation)  assumes by written  instrument the obligations of this
subsection  (ii).  The above  provisions  shall  similarly  apply to  successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges.

                   Notwithstanding the foregoing,  upon receipt of notice of any
Merger Event,  each holder of Preferred  Stock shall have the right,  by written
notice to the  Corporation at any time prior to the Merger Event,  to elect,  in
his sole discretion,  to treat such Merger Event as a Liquidation  Event, and be
paid his Liquidation Preference on consummation of the Merger Event.

                   (iii)  Adjustment Due to  Distribution.  In the event that at
any time or from time to time the Corporation shall distribute to all holders of
Common Stock (a) any dividend or other  distribution  of cash,  evidences of its
indebtedness,  shares of its capital stock or any other properties or securities
or (b) any options, warrants or other rights to subscribe for or purchase any of
the  foregoing  (other  than,  in each case,  the issuance of any rights under a
shareholder rights plan (a  "Distribution"),  then, in each such case, after the
date of record for determining  shareholders entitled to such Distribution,  but
prior to the date of  Distribution,  the  holders of  Preferred  Stock  shall be
entitled, upon conversion of shares of Preferred Stock, to receive the amount of
such assets which would have been payable to the holder had such holder been the
holder of such shares of Common  Stock on the record date for the  determination
of shareholders  entitled to such Distribution.  The Conversion Price for shares
of  Preferred  Stock not  converted  prior to the date of  Distribution  will be
reduced to a price  determined  by  decreasing  the  Conversion  Price in effect
immediately prior to the record date

                                       -3-

<PAGE>



of the Distribution by an amount equal to the fair market value of the assets so
distributed  per share of Common  Stock  (calculated  as if all shares of Common
Stock issuable upon conversion of outstanding shares of Preferred Stock had been
converted  as  of  the  record  date  of  the  Distribution).  For  purposes  of
determining the fair market value of any assets so distributed,  the fair market
value of any cash  distributed  shall be the  amount  of such  cash and the fair
value of any other assets so  distributed  shall be  determined in good faith by
the  Board  of  Directors  of the  Corporation,  whose  determination  shall  be
evidenced by a board resolution,  a copy of which will be sent to the holders of
the Preferred Stock upon request.

                           (iv) Adjustment Due to Rights Issue.  If, at any time
when shares of Preferred Stock are issued and outstanding, the Corporation shall
distribute  to all holders of its Common  Stock any rights,  options or warrants
entitling  the  holders  thereof to  subscribe  for shares of Common  Stock,  or
securities  convertible  into or  exchangeable  or exercisable  for Common Stock
(collectively,  "Rights")  at a price  per share  that is less than the  Current
Market  Value (as  defined  in  Section  5(g)) as of the date such  Right  first
becomes exercisable (the  "Exercisability  Date"), then the Conversion Price for
shares of Preferred Stock not converted prior to such  Exercisability Date shall
be reduced to a price  determined by multiplying the Conversion  Price in effect
immediately prior to the Exercisability Date by a fraction, (i) the numerator of
which is an amount  equal to the sum of (x) the number of shares of Common Stock
actually  outstanding  immediately prior to the Exercisability Date plus (y) the
quotient  (expressed as a number) obtained by dividing (A) the aggregate minimum
consideration  receivable  by the  Corporation  upon  the  exercise  of all such
Rights,  by (B) the  Current  Market  Value in effect  immediately  prior to the
Exercisability  Date and (ii) the  denominator  of which is the total  number of
shares of Common Stock Deemed  Outstanding (as defined below)  immediately after
the  Exercisability  Date. For purposes of this Section 5(c)(iv),  "Common Stock
Deemed  Outstanding"  shall mean the number of shares of Common  Stock  actually
outstanding  plus the maximum  total number of shares of Common  Stock  issuable
upon the exercise,  conversion or exchange of all Rights or securities  issuable
upon exercise of Rights.

                           (v) Other Events. If any event occurs as to which the
foregoing  provisions  of this Section 5(c) are not strictly  applicable  or, if
strictly  applicable,  would  not,  in the good faith  judgment  of the Board of
Directors  of the  Corporation,  fairly and  adequately  protect the  conversion
rights of the  Preferred  Stock in  accordance  with the  essential  intent  and
principles  of such  provisions,  then the Board of  Directors  shall  make such
adjustments  in the  application  of such  provisions,  in accordance  with such
essential intent and principles,  as shall be reasonably necessary,  in the good
faith opinion of the Board of Directors,  to protect such  conversion  rights as
aforesaid,  but in no  event  shall  any such  adjustment  have  the  effect  of
increasing  the  Conversion  Price or decreasing  the number of shares of Common
Stock issuable upon conversion of any shares of Preferred Stock.

                  (d) Conversion and Liquidation Preference Election Procedures.
In order to convert  shares of Preferred  Stock into full shares of Common Stock
(or to elect to receive the Liquidation Preference as a result of a Merger Event
in lieu of the  adjustment  required  pursuant to Section 4(c)), a holder shall:
(i) prior to 5:00 p.m.,  New York City time on the Election  Date (as defined in
subsection (iv) below),  fax or otherwise  deliver notice ("Notice of Election")
to the  Corporation  that the holder  elects to  convert  the same (or elects to
receive the Liquidation Preference),  which notice shall be signed by the holder
and shall  specify the number of shares of Preferred  Stock to be converted  (or
liquidated),  the Conversion  Price and a calculation of the number of shares of
Common Stock issuable upon such conversion (or the amount of cash to be received
in  respect of the  Liquidation  Preference)  and (ii)  surrender  the  original
certificates  representing  the Preferred  Stock being converted (the "Preferred
Stock Certificates"), duly endorsed, along with a copy of the Notice of Election
within three  business days  thereafter to the office of the  Corporation or the
Transfer Agent, if any, for the Preferred  Stock.  The Corporation  shall not be
obligated to issue  certificates  evidencing the shares of Common Stock issuable
upon such  conversion (or payment of the Liquidation  Preference)  unless either
the  Preferred  Stock  Certificates  are  delivered  to the  Corporation  or its
Transfer Agent as provided  above, or the holder notifies the Corporation or its
Transfer  Agent  that such  certificates  have been  lost,  stolen or  destroyed
(subject  to the  requirements  of  subparagraph  (i)  below).  In the case of a
dispute  as  to  the  calculation  of  the  Conversion   Price  (or  Liquidation
Preference)  other  than  manifest  error by a  holder,  the  Corporation  shall
promptly  issue such number of shares of Common  Stock that are not  disputed in
accordance with subparagraph  (ii) below (or deliver the Liquidation  Preference
pursuant  to  Section  4(c)).   The   Corporation   shall  submit  the  disputed
calculations to its independent  auditors via facsimile within two business days
of  receipt  of  the  Notice  of  Election.   The  accountant  shall  audit  the
calculations  and notify the  Corporation and the holder of the results no later
than two business days from the time it receives the disputed calculations.  The
accountant's calculation shall be deemed conclusive, absent manifest error.


                                       -4-

<PAGE>



                           (i) Lost or Stolen Certificates.  Upon receipt by the
Corporation  of evidence of the loss,  theft,  destruction  or mutilation of any
Preferred Stock Certificates representing shares of Preferred Stock, and (in the
case of  loss,  theft  or  destruction)  of  indemnity  or  security  reasonably
satisfactory  to the  Corporation,  and upon surrender and  cancellation  of the
Preferred Stock Certificate(s),  if mutilated, the Corporation shall execute and
deliver new Preferred Stock  Certificate(s) of like tenor and date. However, the
Corporation  shall not be  obligated  to reissue  such lost or stolen  Preferred
Stock Certificate(s) if the holder contemporaneously delivers to the Corporation
a Notice of Election electing to convert such shares of Preferred Stock.

                           (ii) Delivery of Common Stock Upon  Conversion.  Upon
the surrender of Preferred Stock  Certificates as described above by a holder of
Preferred Stock accompanied by a Notice of Election, the Corporation shall issue
and,  within three  business  days after the later of the Election  Date and the
date  of  such  surrender  (or,  in  the  case  of  lost,  stolen  or  destroyed
certificates,  after  provision of  agreement  and  indemnification  pursuant to
subparagraph (i) above) (the "Delivery Period"), deliver to or upon the order of
the holder (a) that number of shares of Common Stock  applicable to that portion
of shares of Preferred  Stock  converted as shall be  determined  in  accordance
herewith, (b) a certificate  representing the balance of the shares of Preferred
Stock not converted, if any, and (c) dividends in the form of either (x) a check
payable to the holder for any and all dividends  accrued on the Preferred  Stock
being converted,  through the date of conversion, or (y) shares of Common Stock.
Upon  delivery of a Notice of Election  and  surrender  of the  Preferred  Stock
Certificate  related  thereto  (or  an  indemnification  agreement  if  required
pursuant to paragraph (i) above), the Corporation's obligation to deliver shares
of Common Stock shall be absolute and unconditional  and the Corporation  agrees
not to assert (and hereby  waives to the fullest  extent  permitted  by law) any
defenses  against its  obligation  to so deliver such  shares.  In the event the
Corporation fails to deliver such shares,  the Corporation  understands that the
holder will be entitled to pursue actual damages (whether or not such failure is
caused  by  the  Corporation's  failure  to  maintain  a  sufficient  number  of
authorized  shares of Common Stock as required  pursuant to the terms of Section
5(e)  hereof),  and each  holder  shall  have the right to pursue  all  remedies
available  at law or in equity  (including a decree of specific  performance  or
injunctive relief).

                           (iii) No  Fractional  Shares.  If any  conversion  of
Preferred  Stock  would  result  in a  fractional  share of Common  Stock,  such
fractional  share shall be disregarded  and the number of shares of Common Stock
issuable  upon the  conversion  of the  Preferred  Stock shall be rounded to the
nearest whole number of shares.

                           (iv) Election Date. The "Election  Date" shall be the
date specified in the Notice of Election; provided, however, that if the copy of
the  Notice  of  Election  is not  submitted  by  facsimile  (or by other  means
resulting in notice) to the Corporation before 5:00 p.m., New York City time, on
the Election  Date  indicated in the Notice of Election,  then the Election Date
shall be the next day. Upon  submission by a holder of the Preferred  Stock of a
Notice of Election with respect to shares of Preferred Stock,  such shares shall
be  irrevocably  deemed  converted into shares of Common Stock (or liquidated in
accordance with the Liquidation  Preference) and the holder's rights as a holder
of such shares of Preferred Stock shall cease and terminate,  excepting only the
right to receive certificates for such shares of Common Stock in accordance with
and subject to this Section 5(d).

                           (v) Rights of Reversion.  Any holder that delivers to
the Corporation a Notice of Election at any time during the period  beginning on
the date the Corporation first mails notice to holders of Preferred Stock of any
contemplated  Liquidation  Event,  Merger Event or redemption ( in each case, an
"Event") and the day  immediately  prior to the date the Event is to be effected
or  consummated,  shall have the absolute right,  his in discretion,  and in the
event the Event is not effected or consummated as contemplated,  to rescind such
Notice of Election by written notice delivered to the Corporation within 10 days
after the date on which the  Corporation  delivers  notice to such holder of the
cancellation of the Event ("Notice of  Cancellation").  A Notice of Cancellation
shall be delivered by the Corporation to each holder of Preferred Stock within 3
days of the cancellation of any contemplated Event.

                  (e)  Reservation  of  Shares.   A  number  of  shares  of  the
authorized but unissued Common Stock sufficient to provide for the conversion of
the Preferred Stock  outstanding at the then current  Conversion  Price shall at
all times be reserved by the Corporation,  free from preemptive rights, for such
conversion.  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 Preferred  Stock shall be  convertible  at the then
current  Conversion  Price,  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 Preferred Stock

                                       -5-

<PAGE>



on such new  basis.  If, at any time,  a holder  of  shares of  Preferred  Stock
submits  a Notice  of  Election  and the  Corporation  does not have  sufficient
authorized  but  unissued  shares  of Common  Stock  available  to  effect  such
conversion in accordance  with the provisions of this Section,  the  Corporation
shall issue to the holder all of the shares of Common Stock which are  available
to effect such  conversion and shall  thereafter use its best efforts to obtain,
as soon as  practicable,  shareholder  approval  to  authorize  the  issuance of
sufficient  shares of Common Stock to effect  conversion of the Preferred  Stock
outstanding.

                  (f)  Calculation  of  Adjustment.  Upon the occurrence of each
adjustment or readjustment  of the Conversion  Price pursuant to this Section 5,
the  Corporation,  at its expense,  shall  promptly  compute such  adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of  Preferred  Stock a  certificate  setting  forth  such  adjustment  or
readjustment  and  showing in detail the facts  upon  which such  adjustment  or
readjustment is based.  The Corporation  shall,  upon the written request at any
time of any holder of Preferred Stock,  furnish or cause to be furnished to such
holder a like  certificate  setting forth (i) such  adjustment or  readjustment,
(ii) the  Conversion  Price at the time in effect and (iii) the number of shares
of Common Stock and the amount,  if any, of other securities or properties which
at the time should be received upon conversion of a share of Preferred Stock.

                  (g) Current Market Value.  For purposes of this Certificate of
Designation,  "Current  Market  Value"  per share of  Common  Stock or any other
security  at any date  means (i) if the  security  is not  registered  under the
Exchange  Act, (a) the value of the  security,  determined  in good faith by the
Board  of  Directors  and  certified  in a board  resolution,  based on the most
recently completed arm's-length transaction between the Corporation and a Person
other than an affiliate of the Corporation (or between any two such Persons) and
the  closing  of which  occurs on such date or shall  have  occurred  within the
six-month period  preceding such date, or (b) if no such transaction  shall have
occurred on such date or within such six-month period, the value of the security
as  determined  by an  independent  financial  expert or (ii) if the security is
registered  under the  Exchange  Act,  the average of the closing bid prices for
each trading day during the period  commencing  10 trading days before such date
and ending on the date one day prior to such date,  or if the  security has been
registered  under the  Exchange  Act for less than 10  consecutive  trading days
before  such date,  the average of the closing bid prices for all of the trading
days  before  such  date for which  daily  closing  bid  prices  are  available;
provided,  however,  that if the  closing bid price is not  determinable  for at
least five  trading  days in such  period,  the  "Current  Market  Value" of the
security,  shall be determined as if the security were not registered  under the
Exchange Act.

         6. Redemption.  Subject to the conversion rights set forth in Section 4
of this  Certificate,  the Company may redeem the  Preferred  Stock at any time,
upon 30 day's  written  notice,  for an amount in cash equal to its Stated Value
plus all accrued and unpaid  dividends  through the date of  redemption if (i) a
registration  statement  registering  the resale of the  shares of Common  Stock
issuable upon conversion of all the then  outstanding  shares of Preferred Stock
is current and  effective  and (ii) the last sale price of the Common  Stock has
been at least $2.50 on all 20 of the trading days ending on the third date prior
to the date on which notice of redemption is given.

         7. Voting  Rights.  The holders of record of shares of Preferred  Stock
shall not be  entitled  to any voting  rights  other than  those  voting  rights
required by applicable law.

         8. No  Impairment.  The  Corporation  will  not,  by  amendment  of its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this  Certificate  and in the taking of all such action as
may be  necessary or  appropriate  in order to protect the rights of the holders
against impairment.

         9.  Cancellation  of  Preferred  Stock.  In the  event  any  shares  of
Preferred Stock shall be converted  pursuant to Section 5, or redeemed  pursuant
to Section 6, the shares so  converted  shall be  canceled,  shall return to the
status of unissued  preferred  stock of no designated  series,  and shall not be
issuable by the Corporation as Class C 10% Convertible Preferred Stock.

         10. Amendments and Other Actions.  So long as shares of Preferred Stock
are outstanding, the Corporation shall not, without first obtaining the approval
(by vote or  written  consent)  of the  holders  of all of the then  outstanding
shares of Preferred Stock:

                                       -6-

<PAGE>




                  (a) alter or change the rights,  preferences  or privileges of
the  Preferred  Stock or any other  capital  stock of the  Corporation  so as to
affect adversely the Preferred Stock; or

                  (b)  create any new class or series of senior to or pari passu
with the Preferred Stock, other than the Class D Preferred Stock.

         Notwithstanding  the  foregoing,  the  Corporation  when  authorized by
resolutions of its Board of Directors may amend or supplement  this  Certificate
without  the  consent  of,  any  Holder  to  cure  any   ambiguity,   defect  or
inconsistency  or make  any  other  change  provided  that  such  amendments  or
supplements shall not adversely affect the interests of the Holders.

         11.  Registration and Transfer.  The Corporation  shall maintain at its
principal  executive  offices  (or at the  principal  executive  offices  of its
transfer  agent or such  other  office or agency  of the  Corporation  as it may
designate by notice to the holders of the Preferred  Stock) a stock register for
the  Preferred  Stock in which  the  Corporation  shall  record  the  names  and
addresses of person in whose name the shares of Preferred  Stock are issued,  as
well as the name and address of each transferee.  Holders of share  certificates
for the Preferred Stock may present such  certificates for transfer and exchange
at such offices.

                  Prior to due presentment  for  registration of transfer of any
Preferred Stock, the Corporation may deem and treat the person in whose name any
Preferred  Stock is registered as the absolute owner of such Preferred Stock and
the Corporation shall not be affected by notice to the contrary.

                  No service charge shall be made to a holder of Preferred Stock
for any registration, transfer or exchange.

         12. Transfer Without Registration.  If, at the time of the surrender of
any share  certificate in connection  with any transfer or exchange of shares of
Preferred  Stock,  such shares shall not be registered  under the Securities Act
and under  applicable  state  securities or blue sky laws, the  Corporation  may
require,  as a condition  of  allowing  such  transfer or exchange  (i) that the
holder or transferee,  as the case may be, furnish to the  Corporation a written
opinion of counsel (which opinion and counsel shall be reasonably  acceptable to
the  Corporation)  to the effect  that such  transfer  or  exchange  may be made
without  registration  under  the  Securities  Act and  under  applicable  state
securities  or blue sky laws,  (ii) that the holder or  transferee  execute  and
deliver to the  Corporation  a letter in form and  substance  acceptable  to the
Corporation  stating that the transferee is acquiring such shares for investment
purposes  only and not with a view towards  distribution  thereof and (iii) that
the transferee be an "accredited investor" as defined in Rule 501(a) promulgated
under the Securities Act;  provided,  however,  that no such opinion,  letter or
status as an  "accredited  investor"  shall be  required  in  connection  with a
transfer pursuant to Rule 144 under the Securities Act (but such other customary
documentation reasonably requested by the Corporation shall be required).

         13.  Method of Payment.  Payments will be made as to dividends (if cash
payment is elected by the Corporation), Liquidation Preferences, redemptions and
all other  payments  by wire  transfer  of  immediately  available  funds to the
accounts specified by the holders thereof or, if no such account is specified by
a holder, by mailing a certified check to such holder's registered address.

         IN WITNESS WHEREOF,  AMERTRANZ  WORLDWIDE HOLDING CORP. has caused this
Certificate of Designations to be duly executed by its Chief Executive  Officer,
who affirms that the  information  contained  in the  foregoing  Certificate  of
Designations is true under the penalties of perjury this 13th day of June, 1997.

                                            AMERTRANZ WORLDWIDE HOLDING CORP.


                                            By:      /s/ Stuart Hettleman
                                                     Stuart Hettleman
                                                     Chief Executive Officer

                                       -7-

<PAGE>



                         CERTIFICATE OF AMENDMENT TO THE
                         CERTIFICATE OF INCORPORATION OF
                        AMERTRANZ WORLDWIDE HOLDING CORP.


                  THE  UNDERSIGNED,  being the President of Amertranz  Worldwide
Holding Corp., hereby certifies that:

         FIRST: The name of the Corporation is Amertranz Worldwide Holding Corp.

         SECOND:  The original  Certificate of  Incorporation of the Corporation
was filed with the  Secretary  of State of the State of  Delaware on January 16,
1996.

         THIRD:  ARTICLE FOURTH of said  Certificate of  Incorporation is hereby
amended in its entirety to read as follows:

         "The  total  number  of  shares  of all  classes  of  stock  which  the
         Corporation   shall  have  authority  to  issue  is  32,500,000  shares
         consisting of (1) 2,500,000 shares of preferred stock, $10.00 par value
         (the  "Preferred  Stock");  and (2) 30,000,000  shares of common stock,
         $.01 par value (the "Common Stock")."

         The Board of Directors  shall have  authority to establish the classes,
designations, powers, preferences and relative participating,  optional or other
special rights, and the qualifications,  limitations and restrictions thereof in
respect of the Preferred Stock and the Common Stock.

         FOURTH:  The  foregoing  amendment has been duly advised and adopted by
the Board of Directors of the  Corporation  and approved by the  stockholders of
the Corporation in accordance  with the applicable  provisions of Section 242 of
the General  Corporation  Law of the State of Delaware by written consent of the
stockholders  of the  Corporation  given in  accordance  with the  provisions of
Section 228 of the General Corporation Law of the State of Delaware.

         IN WITNESS  WHEREOF,  the undersigned has hereunto set his hand on this
9th day of July, 1997.

ATTEST:


/s/  Philip J. Dubato                       /s/  Stuart Hettleman
Secretary                                   President


C64892.198



<PAGE>



                           CERTIFICATE OF DESIGNATIONS
                        AMERTRANZ WORLDWIDE HOLDING CORP.

                  The  undersigned,  being the President of Amertranz  Worldwide
Holding Corp. (the "Company"),  hereby certifies,  pursuant to Section 151(g) of
the General  Corporation  Law of  Delaware,  that the Board of  Directors of the
Corporation has duly adopted and approved the powers, designations,  preferences
and relative,  participating optional or other rights of the shares of Preferred
Stock, $10.00 par value per share, of the Corporation as follows:

                  RESOLVED, that the following is hereby adopted and approved:

                  Class D Preferred Stock: Two hundred thousand (200,000) shares
of the Preferred Stock authorized in the Certificate of Incorporation  are to be
designated as Class D Preferred Stock.

                  Par Value.  The shares of Class D Preferred Stock shall have a
par or stated value of $10.00 per share.

                  Rank.  All shares of the Class D  Preferred  Stock  shall rank
senior to the  Company's  common  stock,  par value $.01 per share (the  "Common
Stock"),  and to any other class of capital  stock or series of preferred  stock
now existing or established  hereafter by the Board of Directors  other than the
Company's Class C 10% Convertible Preferred Stock (the "Class C Preferred Stock;
the Common  Stock and all such  classes of capital  stock other than the Class C
Preferred  Stock  are  hereinafter  collectively  referred  to  as  the  "Junior
Securities"), as to the distribution of assets upon liquidation,  dissolution or
winding up of the Company, whether voluntary or involuntary, and with respect to
the payment of  dividends.  The  Company  shall not issue any class or series of
capital stock which ranks pari passu with the Class D Preferred Stock except the
Class C Preferred Stock.

                  Dividends:  Holders  of  Class  D  Preferred  Stock  shall  be
entitled to receive,  when,  as and if declared by the Board of Directors out of
legally available funds, dividends at an annual rate of $1.00 per share, payable
semi-annually  in arrears on June 30 and December 31 of each year, in cash or in
shares of Class D  Preferred  Stock at the rate of $10.00 per  share.  Dividends
shall  accrue and are  cumulative  from the most recent date to which  dividends
have been paid. The priority of dividends payable on shares of Class D Preferred
Stock  shall rank pari  passu  with the  priority  of  dividends  payable on the
Company's  Class C Preferred Stock and shall have priority over dividends or any
distributions payable on any Junior Securities.

                  Preference  on  Liquidation.  In a case  of the  voluntary  or
involuntary  liquidation,  dissolution or winding up of the Company,  holders of
shares of Class D Preferred Stock then outstanding  shall be entitled to be paid
out of the assets of the Company  available for  distribution to stockholders an
amount in cash equal to $10.00 per share,  plus an amount  equal to any  accrued
and unpaid dividends,  whether or not declared,  to the payment date, before any
payment or distribution  shall be made to the holders of any Junior  Securities.
The  liquidation  preference  payable on shares of Class D Preferred Stock shall
rank pari passu with the liquidation preference payable on the Company's Class C
Preferred  Stock and shall  have  priority  over any  liquidation  distributions
payable on any Junior Securities.

                  Voting.  The holders of Class D Preferred  Stock shall have no
voting rights except as required by law. In exercising any voting  rights,  each
outstanding share of Class D Preferred Stock shall be entitled to one vote.

                  Conversion  Rights.  Each  holder of Class D  Preferred  Stock
shall have the right, at the holder's option, from time to time and at any time,
to convert any or all such shares of Class D Preferred  Stock into Common Stock.
Each share of Class D Preferred Stock shall be convertible into such number


<PAGE>



of fully  paid and  nonassessable  shares of Common  Stock as is  determined  by
dividing (i) the par or stated value  thereof by (ii) the  Conversion  Price (as
hereinafter  defined) then in effect.  The "Conversion  Price" shall be equal to
the lower of the following,  subject to adjustment as described below: (a) $6.00
per share of Common  Stock,  or (b) 80% of the  average of the  closing  bid and
asked price per share of Common Stock on the day prior to the conversion date.

                  The  Conversion  Price is  subject  to  adjustment  in certain
events,  including  (i) the payment of a dividend on any class of the  Company's
capital  stock in shares of Common Stock or any other  securities  issued by the
Company or any of its  subsidiaries;  (ii)  subdivisions  or combinations of the
Common  Stock;  (iii) the  issuance to all holders of Common  Stock of rights or
warrants to subscribe  for or purchase  Common Stock or  securities  convertible
into or exchangeable for Common Stock,  for a consideration  per share of Common
Stock less than the  current  market  price per share of the date of issuance of
the securities.

                  Registration  Rights.  At the request of a holder of shares of
Class D  Preferred  Stock,  the  Company  shall  register  for resale  under the
Securities Act of 1933, as amended ("Securities Act") any shares of Common Stock
issued upon conversion of shares of the Class D Preferred Stock.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
on this 26th day of November, 1997.

                                                     /s/ Stuart Hettleman
                                                     Stuart Hettleman, President


Attest:


/s/ Hillel Tendler
Hillel Tendler, Assistant Secretary

                                       -2-

<PAGE>



             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                           CLASS E PREFERRED STOCK OF
                        AMERTRANZ WORLDWIDE HOLDING CORP.


                  The  undersigned,  being the President of Amertranz  Worldwide
Holding Corp. (the "Company"),  hereby certifies,  pursuant to Section 151(g) of
the General  Corporation  Law of  Delaware,  that the Board of  Directors of the
Corporation has duly adopted and approved the powers, designations,  preferences
and relative,  participating optional or other rights of the shares of preferred
stock, Ten Dollars ($10.00) par value per share, of the Corporation as follows:

                    RESOLVED, that the following is hereby adopted and approved:

                 1. Designation and Amount. Two hundred fifty thousand (250,000)
shares of the preferred stock authorized in the Certificate of Incorporation are
to be designated as Class E Preferred Stock (the "Preferred Stock").

                 2. Par Value. The Shares of Preferred Stock shall have a par or
stated value of Ten Dollars ($10.00) per share (the "Stated Value").

                 3.  Dividends.  Holders of Preferred Stock shall be entitled to
receive out of legally available funds, dividends payable as follows:

                    (i)  Semi-annual  dividends  (the  "Semi-Annual  Dividends")
               shall be payable as of each  February 15 and September 30 of each
               year (the "Semi-Annual Distribution Dates"),  commencing February
               15, 1998, to holders of outstanding  shares of Preferred Stock of
               record on such  Semi-Annual  Distribution  Date. The  Semi-Annual
               Dividends  shall be payable  solely from the Company's  "Reported
               Net  Profits"  (as defined  below),  for the six (6) month period
               ending  on June  30 or  December  31  immediately  preceding  the
               Semi-Annual  Distribution Date (the "Six Month Period").  As used
               herein,  "Reported  Net  Profits"  means  the net  income  of the
               Company before amortization of goodwill for the applicable period
               as reported by the Company in its applicable financial statements
               filed on its  Quarterly  Report on Form 10-Q or Annual  Report on
               Form  10-K,  as the case may be,  filed  with the  United  States
               Securities and Exchange  Commission.  The Semi-Annual Dividend on
               each  outstanding  share of Preferred  Stock on each  Semi-Annual
               Distribution  Date  shall be equal to the  quotient  obtained  by
               dividing (a) twenty percent (20%) of the Reported Net Profits for
               the  preceding  Six  Month  Period,  by (b) the  number of issued
               shares of Preferred Stock including outstanding shares and shares
               which have been redeemed or otherwise acquired by the Company. In
               the event that in any Six Month Period the Company shall report a
               net loss, before  amortization of goodwill (the "Net Loss"),  the
               Net Loss  shall be  carried  forward  into  succeeding  Six Month
               Periods  and shall be used to reduce  the  Reported  Net  Profits
               reported in succeeding Six Month Period(s).

                    (ii) In addition to the  Semi-Annual  Dividends,  additional
               dividends  (the  "Additional  Dividends")  shall be payable as of
               February 15, 1998,  September  30, 1998,  February 15, 1999,  and
               September  30,  1999 (the  "Additional  Distribution  Date"),  to
               holders of  outstanding  shares of  Preferred  Stock of record on
               such  Additional  Distribution  Date. The Additional  Dividend on
               each  outstanding  share of  Preferred  Stock on each  Additional
               Distribution  Date  shall be equal to the  quotient  obtained  by
               dividing (a) the amount required to be paid by Target Airfreight,
               Inc., a Delaware  corporation and wholly-owned  subsidiary of the
               Company  ("Target"),  to  Amertranz  Worldwide,  Inc., a Delaware
               corporation and wholly-

                                       -1-

<PAGE>



               owned  subsidiary of the Company  ("Worldwide"),  pursuant to the
               Customer Sale Agreement dated as of June 20, 1997, by and between
               Worldwide  and  Target,  with  respect  to the Six  Month  Period
               immediately preceding the relevant Additional  Distribution Date,
               by (b) the number of issued shares of Preferred  Stock  including
               outstanding  shares  and  shares  which  have  been  redeemed  or
               otherwise acquired by the Company.

                    (iii)  In  addition  to the  Semi-Annual  Dividends  and the
               Additional Dividends, special dividends (the "Special Dividends")
               shall be payable on  outstanding  shares of Preferred  Stock from
               the net cash  proceeds to the Company from the sale of any equity
               securities  prior to mandatory  conversion  or  redemption of the
               Preferred  Stock,  as  follows:  To the  extent  at least  thirty
               percent  (30%) of such net cash  proceeds  are not used to redeem
               shares of Preferred  Stock (such amount not used to redeem shares
               of  Preferred  Stock  being   hereinafter   referred  to  as  the
               "Aggregate Special Dividend Proceeds"),  a Special Dividend shall
               be paid on each outstanding share of Preferred Stock. The Special
               Dividend to be paid on each outstanding  share of Preferred Stock
               shall be equal  to the  quotient  obtained  by  dividing  (a) the
               Aggregate Special Dividend Proceeds,  by (b) the number of issued
               shares of Preferred Stock including outstanding shares and shares
               which have been  redeemed or  otherwise  acquired by the Company.
               Any  Special  Dividend  shall  be  payable  on the  tenth  (10th)
               business  day  following  the  receipt by the Company of such net
               cash proceeds to holders of outstanding shares of Preferred Stock
               of record on such date.

                  The cumulative amount of all Semi-Annual Dividends, Additional
Dividends, and Special Dividends (collectively,  "Dividends") to be paid on each
share of Preferred Stock throughout the time such share is outstanding shall not
exceed  the  Stated   Value.   Anything   contained   herein  to  the   contrary
notwithstanding,  the aggregate  amount of Dividends  payable on any Semi-Annual
Distribution  Date or  Additional  Dividend  Date,  as the case may be, shall be
reduced by the amount of all payments required to be made by the Company on such
date pursuant to Paragraphs 4(A), 4(B) and 4(D) of the Extension and Composition
Agreement dated as of November 7, 1997, by and among the Company, Worldwide, and
certain general unsecured  creditors of Worldwide,  and any such reduction shall
be applied pro rata among all outstanding  shares of Preferred  Stock.  Anything
contained herein to the contrary notwithstanding,  no Dividends shall be paid if
such payment would cause a default under, or violate the terms or conditions of,
any agreement between the Company and one or more of its secured creditors.  Any
Dividends not paid as a result of any  agreement  between the Company and one or
more of its secured creditors shall accrue and be paid when permitted.

                  4. Rank.  With  respect  to the  distribution  of assets  upon
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary,  the shares of the  Preferred  Stock shall rank:  (i) senior to the
Company's  common  stock,  par value $.01 per share (the "Common  Stock");  (ii)
junior to the  Company's  Class C 10%  Convertible  Preferred  Stock and Class D
Preferred  Stock;  and (iii) pari passu with any other class of capital stock or
series of preferred stock now existing or established  hereafter by the Board of
Directors.

                  5. Voting.  The holders of the  Preferred  Stock shall have no
voting rights except as required by law. In exercising any voting  rights,  each
outstanding share of the Preferred Stock shall be entitled to one vote.

                  6. Mandatory  Conversion.  All unredeemed  shares of Preferred
Stock shall be deemed  canceled  on the books and records of the Company  and/or
its Transfer Agent on December 1, 2004 (the  "Conversion  Date") with no further
action on the part of any holder of shares of Preferred Stock. In

                                       -2-

<PAGE>



exchange for such  cancellation,  each holder of shares of Preferred Stock shall
receive, as soon as practicable after the Conversion Date, such number of shares
of Common Stock equal to:

         (i) the product obtained by multiplying

                  (a) the number of shares of Preferred  Stock held of record by
such holder, by

                  (b) the Stated Value,

         divided by

         (ii) the greater of

                  (a) the  closing  market  price  of the  Common  Stock  on the
Conversion Date, as quoted on the market on which the shares are traded, or

                  (b) an amount equal to the sum of

                           (A) Three Dollars ($3.00), plus

                           (B) an  amount  equal  to  the  product  obtained  by
multiplying (1) Three Dollars ($3.00), by (2) a fraction, the numerator of which
is the  aggregate  Dividends  paid  as on a share  of  Preferred  Stock  and the
denominator of which is one and one-quarter (1.25).

If any  conversion  of Preferred  Stock would  result in a  fractional  share of
Common  Stock,  such  fractional  share shall be  disregarded  and the number of
shares of Common Stock issuable upon the conversion of the Preferred Stock shall
be rounded to the nearest whole number of shares.

                  7. Redemption.  Prior to mandatory conversion, as set forth in
Section 6 of this Certificate,  the Company may redeem all or any portion of the
outstanding  shares  of  Preferred  Stock,  at any time,  upon 15 days'  written
notice,  for an  amount in cash  equal to the  Stated  Value  for each  share of
Preferred Stock so redeemed.

                  8.  Registration  and Transfer.  The Company shall maintain at
its principal  executive  offices (or at the principal  executive offices of its
Transfer  Agent  or  such  other  office  or  agency  of the  Company  as it may
designate) a stock  register for the Preferred  Stock in which the Company shall
record the names and  addresses  of person in whose name the shares of Preferred
Stock are issued, as well as the name and address of each transferee. Holders of
share  certificates  for the Preferred Stock may present such  certificates  for
transfer and exchange at such offices. Prior to due presentment for registration
of transfer of any shares of Preferred Stock, the Company may deem and treat the
person  in whose  name any  shares of  Preferred  Stock  are  registered  as the
absolute  owner of such shares of Preferred  Stock and the Company  shall not be
affected by notice to the contrary.  No service charge shall be made to a holder
of Preferred Stock for any registration, transfer or exchange.

                  9. Transfer Without  Securities  Registration.  The Company is
not required to register  any shares of Preferred  Stock or any shares of Common
Stock into which outstanding shares of Preferred Stock are convertible  pursuant
to the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  or any
applicable state securities or blue sky laws (the "State Acts"). If, at the time
of the surrender of any share  certificate  in  connection  with any transfer or
exchange of shares of Preferred Stock,  such shares are not registered under the
Securities  Act and  applicable  State  Acts,  the  Company  may  require,  as a
condition of allowing such transfer

                                       -3-

<PAGE>



or exchange (i) that the holder or  transferee,  as the case may be,  furnish to
the Company a written  opinion of counsel  (which  opinion and counsel  shall be
reasonably  acceptable  to the  Company)  to the effect  that such  transfer  or
exchange  may  be  made  without  registration  under  the  Securities  Act  and
applicable State Acts, (ii) that the holder or transferee execute and deliver to
the Company a letter in form and  substance  acceptable  to the Company  stating
that the transferee is acquiring  such shares for  investment  purposes only and
not with a view towards distribution thereof and (iii) that the transferee is an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided, however, that no such opinion, letter or status as an "accredited
investor" shall be required in connection  with a transfer  pursuant to Rule 144
under the  Securities  Act (but such other  customary  documentation  reasonably
requested by the Company shall be required).

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
on this 30th of January, 1998.


                                                    /s/ Stuart Hettleman
                                                    Stuart Hettleman, President

ATTEST:


/s/ Philip J. Dubato
Philip J. Dubato, Secretary

                                       -4-

<PAGE>



                   CERTIFICATE OF CORRECTION FILED TO CORRECT
                A CERTAIN ERROR IN THE CERTIFICATE OF DESIGNATION
                      OF AMERTRANZ WORLDWIDE HOLDING CORP.
                  FILED IN THE OFFICE OF THE SECRETARY OF STATE
                         OF DELAWARE ON FEBRUARY 5, 1998


         Amertranz Worldwide Holding Corp., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware does
hereby certify:

         1.    The name of the corporation is Amertranz Worldwide Holding Corp.

         2.    That a Certificate of Designation was filed with the Secretary of
               State of Delaware on February 5, 1998, and that said  Certificate
               requires  correction  as  permitted by Section 103 of the General
               Corporation Law of the State of Delaware.

         3.    The  inaccuracy or defect of said  Certificate to be corrected is
               as follows:

               The procedure for redemption by the Company of outstanding shares
               of  Class E  Preferred  Stock  set  forth  in  Section  7 of said
               Certificate  was not in  accordance  with  the  corporate  action
               referred to therein.  The  Certificate  is  corrected by revising
               said Section 7 to read in its entirety as follows:

               "7. Redemption.  Prior to mandatory  conversion,  as set forth in
               Section 6 of this Certificate,  the Company may redeem all or any
               portion of the  outstanding  shares of  Preferred  Stock,  at any
               time,  effective upon written notice, for an amount in cash equal
               to the  Stated  Value  for  each  share  of  Preferred  Stock  so
               redeemed."

         IN WITNESS WHEREOF,  said Amertranz  Worldwide Holding Corp. has caused
this Certificate to be signed by Stuart Hettleman, its President,  this 24th day
of September, 1998.

                                            AMERTRANZ WORLDWIDE HOLDING CORP.


                                            By:      /s/ Stuart Hettleman



<PAGE>