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                                                                    EXHIBIT 4.45

              CERTIFICATE OF DESIGNATION OF RIGHTS AND
                                   PREFERENCES
                                       OF
                       CLASS H CONVERTIBLE PREFERRED STOCK
                                       OF
                                  WAM!NET INC.

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         The undersigned, Edward J. Driscoll, Jr., hereby certifies that:

         A. He is the duly elected and acting Secretary of WAM!NET Inc. (the
"Company"), a Minnesota corporation.

         B. The Articles of Incorporation of this Company provide for a class of
up to 9,900,000 shares known as Undesignated Stock, par value $.01 per share,
which shares may be issued from time to time in one or more classes or series.

         C. The Board of Directors of the Company is authorized, pursuant to
Article 6 of the Company's Articles of Incorporation and Minnesota Statutes,
Section 302A.401, to fix or alter the rights, preferences, privileges, and
restrictions granted to or imposed upon any wholly unissued series of
Undesignated Stock, to fix the number of shares constituting the series, and to
determine the designation thereof.

         D. It is the desire of the Board of Directors of the Company, pursuant
to its authority, to fix the rights, preferences, restrictions and other matters
relating to the Undesignated Stock and the number of shares of Undesignated
Stock.
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         E. Pursuant to authority given by Article 6 of the Company's Articles
of Incorporation, the Company's Board of Directors has adopted the following
resolutions as of September 29, 2000:

         RESOLVED, that, pursuant to Article 6 of the Articles of Incorporation
of WAM!NET Inc. (the "Company"), the Board of Directors of the Company (the
"Board") hereby creates and designates a series of Convertible Preferred Stock,
par value $0.01 per share, and authorizes the issuance of up to 60,000 of such
shares, and hereby fixes the designations, powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions, of such shares, as follows:

         1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated "Class H Convertible Preferred Stock" (the "Class H Preferred Stock")
and the number of shares constituting such series shall be 60,000.

         2. RANK. The Class H Preferred Stock shall rank, with respect to
dividend rights and distribution of assets on any Liquidation of the Company (as
defined herein) (a) junior to any other class or series of the Company's
preferred stock which shall specifically provide that such class or series shall
rank senior to the Class H Preferred Stock (the "Senior Stock"); (b) on parity
with (i) the Company's Class A Preferred Stock, par value $10.00 per share (the
"Class A Preferred Stock") (except with respect to a Liquidation of the Company
resulting from the merger or consolidation of the Company into or with another
corporation, the merger or consolidation of any other corporation into or with
the Company or the sale of all or substantially all the assets of the Company,
which events do not give rise to a right of the holders of the Class A Preferred
Stock to receive distributions), (ii) the Company's Class B Convertible
Preferred Stock, par value $0.01 per share (the "Class B Preferred Stock"),
(iii) the Company's Class C Convertible Preferred Stock, par value $0.01 per
share (the "Class C Preferred Stock"), (iv) the Company's Class D Convertible
Preferred Stock, par value $0.01 per share (the "Class D Preferred Stock"), (v)
the Company's Class E Convertible Preferred Stock, par value $0.01 per share
(the "Class E Preferred Stock"), (vi) the Company's Class F Convertible
Preferred Stock, par value $0.01 per share (the "Class F Preferred Stock"),
(vii) the Company's Class G Convertible Preferred Stock, par value $0.01 per
share (the "Class G Preferred Stock"), and (viii) any other class or series of
the Company's preferred stock which shall specifically provide that such class
or series shall rank on parity with the Class H Preferred Stock ((i) through
(vii) collectively, the "Parity Stock"); and (c) prior to (i) the Company's
common stock, par value $0.01 per share (the "Common Stock"), and (ii) any other
class or series of the Company's Undesignated Stock except for any class or
series which is Senior Stock or Parity Stock ((i) and (ii) together, the "Junior
Stock").

         3. DIVIDENDS.

                  (a) Each holder of Class H Preferred Stock shall be entitled
         to receive, in respect of each Dividend Period, when, as and if
         declared by the Board of Directors of the

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         Company, out of funds legally available for the payment of dividends,
         cumulative dividends in an amount per share equal to the Applicable
         Percentage of the Accreted Value as of the immediately preceding
         Dividend Payment Date (or, for the initial Dividend Period, as of the
         date of issuance). Dividends paid pursuant to this paragraph 3(a) shall
         be payable in arrears monthly on the last day of each month (each of
         such dates being a "Dividend Payment Date" and each such monthly period
         being a "Dividend Period"). Such dividends shall accrue from the date
         of issue (except that dividends on any amounts added to Accreted Value
         pursuant to Section 3(b) shall accrue from the date such amounts are
         added to Accreted Value), whether or not in any Dividend Period or
         Periods there shall be funds of the Company legally available for the
         payment of such dividends. Each such dividend shall be payable to the
         holders of record of shares of the Class H Preferred Stock on the 25th
         day of each month, as they appear on the stock records of the Company
         at the close of business on such record dates.

                  (b) At the Company's option, dividends may be paid in cash. If
         dividends are not paid in cash on any Dividend Payment Date for the
         immediately preceding Dividend Period (or portion thereof if less than
         a full Dividend Period), the unpaid amount shall be added to the
         Accreted Value for purposes of calculating succeeding periods'
         dividends. Notwithstanding anything else contained herein, once any
         dividends for the immediately preceding Dividend Period (or portion
         thereof if less than a full Dividend Period) are so added to Accreted
         Value, such dividends will no longer be payable in cash.

                  (c) The Applicable Percentage for each full Dividend Period
         for the Class H Preferred Stock shall be 0.5834%. The Applicable
         Percentage for the initial Dividend Period, or any other period shorter
         or longer than a full Dividend Period, on the Class H Preferred Stock
         shall be computed on the basis of a per annum rate of 7.0008% and the
         actual number of days elapsed over 12 30-day months and a 360-day year.

                  (d) So long as any shares of the Class H Preferred Stock are
         outstanding, no dividends, except as described in the next succeeding
         sentence, shall be declared or paid or set apart for payment on Parity
         Stock for any period unless full cumulative dividends have been or
         contemporaneously are declared and paid or declared and a sum
         sufficient for the payment thereof set apart for such payment on the
         Class H Preferred Stock (or the unpaid amount shall have been added to
         the Accreted Value pursuant to Section 3(b)) for all Dividend Periods
         terminating on or prior to the date of payment of the dividend on such
         class or series of Parity Stock. When dividends are not paid in full or
         a sum sufficient for such payment is not set apart, as aforesaid, all
         dividends declared upon shares of the Class H Preferred Stock and all
         dividends declared upon any other class or series of Parity Stock shall
         be declared ratably in proportion to the respective amounts of
         dividends accrued on the Class H Preferred Stock and accrued and unpaid
         on such Parity Stock.

                  (e) Limit on Junior Dividends and Redemption. For so long as
         the Class H Preferred Stock remains outstanding, the Company shall not
         pay any dividend upon the Junior Stock, whether in cash or other
         property (other than in shares of Junior Stock with respect to Junior
         Stock existing as of the date of the filing of the Certificate of
         Designation of the Class H Preferred Stock (the "Filing Date")), or
         purchase, redeem or otherwise acquire any such Junior

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         Stock other than as required with respect to written agreements
         existing as of the Filing Date, but in no event prior to September 29,
         2003.

         4. LIQUIDATION, DISSOLUTION OR WINDING-UP.

                  (a) Liquidation Preference. In the event of any Liquidation of
         the Company, the holders of shares of Class H Preferred Stock then
         outstanding shall be entitled to be paid out of the assets of the
         Company available for distribution to its stockholders, after and
         subject to the payment in full of all amounts required to be
         distributed to the holders of Senior Stock upon such Liquidation of the
         Company and before any payment shall be made to the holders of Junior
         Stock, the Liquidation Amount (as defined herein) per share of Class H
         Preferred Stock. If upon any such Liquidation of the Company, the
         remaining assets of the Company available for the distribution to its
         stockholders after payment in full of amounts required to be paid or
         distributed to holders of Senior Stock shall be insufficient to pay the
         holders of shares of Parity Stock the full amount to which they shall
         be entitled, the holders of the Class H Preferred Stock shall share
         ratably with the holders of Parity Stock in any distribution of the
         remaining assets and funds of the Company in proportion to the
         respective amounts which would otherwise be payable in respect of the
         shares held by them upon such distribution if all amounts payable on or
         with respect to said shares were paid in full. After the payment of all
         preferential amounts required to be paid to the holders of Senior Stock
         and Parity Stock and any other series of the Company's preferred stock
         upon any Liquidation of the Company, the holders of shares of Junior
         Stock then outstanding shall be entitled to receive the remaining
         assets and funds of the Company available for distribution to its
         stockholders in accordance with the terms thereof.

                  (b) Certain Definitions. (i) The term "Liquidation of the
         Company" shall mean any voluntary or involuntary liquidation,
         dissolution or winding-up of the affairs of the Company.

                           (ii) The term "Liquidation Amount" shall mean an
                  amount per share of Class H Preferred Stock equal to the
                  greater of: (A) the Accreted Value plus any per share
                  dividends accrued on the Class H Preferred Stock (whether or
                  not earned or declared) since the most recent Dividend Payment
                  Date and (B) the per share amount that holders of the Class H
                  Preferred Stock would have received had they exercised their
                  right to convert the Class H Preferred Stock to Common Stock
                  immediately prior to a Liquidation of the Company.

         5. VOTING.

                  (a) Number of Votes. (i) Each issued and outstanding share of
         Class H Preferred Stock shall be entitled to the number of votes equal
         to the number of shares of Common Stock into which each such share of
         Class H Preferred Stock is then convertible (as adjusted from time to
         time), at each meeting of holders of the Common Stock of the Company
         (or any written consent without a meeting in accordance with the
         Minnesota Business Corporation Act) with respect to any and all matters
         presented to such shareholders for their action or consideration,
         provided that no Winstar Holder, as defined in Section (b) (based
         solely on its ownership of Class E Preferred Stock, Class H

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         Preferred Stock and shares of Common Stock issued upon exercise of
         warrants issued in connection with the issuance of the Class H
         Preferred Stock ("Warrant Shares")) shall be entitled to more than the
         number of votes equal to 17.5% of the votes cast at any meeting for
         which a vote is being taken ("Maximum Percentage") (and therefore to
         the extent that its ownership of Class E Preferred Stock, Class H
         Preferred Stock and Warrant Shares could entitle it to voting power in
         excess of 17.5%, the voting power with respect to votes cast shall be
         reduced to the Maximum Percentage). Notwithstanding the foregoing,
         effective as of any April 1 on or after April 1, 2002, upon written
         notice to the Corporation given to it by any holder whose voting power
         has been limited to the Maximum Percentage provided for in the previous
         sentence (the "Voting Limitation") no later than the March 31 prior
         thereto, the Voting Limitation shall be terminated and cease to have
         further effect for such security holder. Except as provided by law, by
         the provisions of this Section 5 or by the provisions establishing any
         other series of the Company's preferred stock, holders of Class H
         Preferred Stock and of any other outstanding preferred stock then
         entitled to vote shall vote together with the holders of Common Stock
         as a single class.

                           (ii) Notwithstanding anything to the contrary, no
                  Voting Limitation shall apply to any shares of Class H
                  Preferred Stock assigned pursuant to Section 3.4 of the
                  Securities Purchase Agreement among the Company, Winstar
                  Communications, Inc., and Winstar Credit Corp. dated September
                  29, 2000 ("Purchase Agreement").

                  (b) Winstar Director. So long as Winstar Communications, Inc.
         or any of its subsidiaries (collectively, "Winstar Holders") continues
         to own at least 24,000 shares of Class H Preferred Stock and/or such
         number of shares of Common Stock into which such shares of Class H
         Preferred Stock are convertible, and to the extent Winstar has not
         assigned such right pursuant to subsection 5(c) below, such Winstar
         Holders shall have the right to appoint two persons to serve as
         directors of the Company (the "Winstar Directors") which may,
         individually or collectively, at the sole discretion of the Winstar
         Holders serve as non-voting observers of the Company; provided that (i)
         so long as the Voting Limitation is in effect, the Winstar Holders of
         the Class E Preferred Stock and Class H Preferred Stock shall
         collectively be entitled to appoint only one person to serve as a
         Winstar Director who, at the sole discretion of the Winstar Holders,
         may be a non-voting observer and (ii) if the Corporation consummates an
         initial public offering of its securities, the Winstar Holders shall
         collectively only be entitled to appoint one person to serve as a
         Winstar Director, who at the sole discretion of the Winstar Holders,
         may be a non-voting observer. Notwithstanding the foregoing, in the
         event the Winstar Holders own collectively less than 24,000 but more
         than 12,000 shares of Class H Preferred Stock and/or such number of
         shares of Common Stock into which such shares of Class H Preferred
         Stock are convertible, the Winstar Holders shall collectively have the
         right to appoint only one person to serve as a director of the
         Corporation who may, at the sole discretion of Winstar, serve as a
         non-voting observer of the Corporation. In the event the Winstar
         Holders own collectively, 12,000 or less than 12,000 shares of Class H
         Convertible Preferred Stock and/or such number of Shares of Common
         Stock into which such shares of Class H Preferred Stock are
         convertible, the Winstar Holders shall have no right to appoint anyone
         to serve as a director of the Corporation and no right to appoint
         anyone as a non-voting observer. Any vacancy in the position of a
         Winstar Director or the observer may be filled by and only by the
         Winstar Holders. Any Winstar Director may, during his or her term of
         office, be removed at any time, with or without cause, by and only by
         the Winstar Holders.

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                  (c) Assignee Director. Winstar Credit Corp. ("Winstar Sub")
         may transfer its right to appoint Winstar Director(s) to any assignee
         of Winstar Sub pursuant to Section 3.4 of the Purchase Agreement who
         purchases at least 15,000 shares of Class H Preferred Stock and/or such
         number of shares of Common Stock into which such shares are convertible
         pursuant to the Purchase Agreement (an "Assignee Director"). No more
         than one director seat may be assigned to any one assignee unless such
         assignee purchased at least 30,000 shares of Class H Preferred Stock
         and/or such number of shares of Common Stock into which such shares are
         convertible. Winstar Sub also has the right to provide up to two
         observer rights to the Company's Board of Directors. Observer rights
         may only be granted to assignees who have purchased at least 15,000
         shares of Class H Preferred Stock and/or such number of shares of
         Common Stock into which such shares are convertible. Any vacancy in the
         position of the Assignee Director or observer may be filled by and only
         by such assignee. Any Assignee Director may, during his or her term in
         office, be removed at any time, with or without cause, by and only by
         such assignee. Any assignee who has been granted the right to appoint
         director(s) and/or observer(s) to the Company shall only be able to
         exercise such right if and only if (i) with respect to the right to
         appoint an Assignee Director, such assignee owns at least 15,000 shares
         of Class H Preferred Stock and/or such number of shares of Common Stock
         into which such shares are convertible and (ii) with respect to the
         right to appoint an observer to the Company's Board of Directors, if
         such assignee owns at least 10,000 shares of the Class H Preferred
         Stock and/or such number of shares of Common Stock into which such
         shares are convertible. The provisions of Sections 7.14(b) and (c) of
         the Purchase Agreement shall apply with respect to the Assignee
         Director or observer to the same extent that they apply to any Winstar
         Director.

                  (d) Protective Provisions. In addition to any other rights
         provided by law, the Company shall not (i) without first obtaining the
         affirmative vote or written consent of a majority of the holders of the
         Class H Preferred Stock, voting separately as a class, (A) amend, alter
         or repeal any provision of the Company's Articles of Incorporation or
         By-Laws in a manner that is adverse to the holders of the Class H
         Preferred Stock, or (B) authorize the issuance of a Senior Stock or a
         class or series of capital stock having preferences or rights with
         respect to voting, dividends or dissolution or the distribution of
         assets that would be superior to the preferences or rights of the Class
         H Preferred Stock, and (ii) without first obtaining the affirmative
         vote or written consent of a majority of the holders of the Company's
         Voting Securities other than MCI WORLDCOM, Inc. (together with its
         majority-owned subsidiaries and other controlled affiliates, "MCI
         WCOM"), (A) authorize any transaction of a type referred to in clause
         (i) or clause (ii) of the definition of "Change of Control," (B)
         authorize or consent to any liquidation, dissolution or winding-up of
         the affairs of the Company, or (C) enter into any merger or
         consolidation into or with MCI WCOM or enter into any other contract or
         arrangement involving the sale or license of the Company's material
         assets with MCI WCOM (excluding contractual arrangements with MCI WCOM
         existing as of the Filing Date).

         6. OPTIONAL CONVERSION. At any time and from time to time, each share
of Class H Preferred Stock may be converted, at the option of the holder
thereof, into the number of fully paid and nonassessable shares of Common Stock
obtained by dividing the amount determined pursuant to clause (A) of the
definition of Liquidation Amount by the Conversion Price then in effect (the
"Conversion Rate"); provided, however, that upon any Liquidation of the Company,
the right of conversion shall terminate at the close of business on the full
business day

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next preceding the date fixed for such redemption or for the payment of any
amounts distributable on liquidation to the holders of Class H Preferred Stock.
No notice delivered by the Company of any proposed redemption, change of control
or other event will limit in any way the holders' rights to convert Class H
Preferred Stock into Common Stock of the Company.

                  (a) Initial Conversion Rate. The initial Conversion Rate for
         the Class H Preferred Stock shall be 193.7984 shares of Common Stock
         for each one share of Class H Preferred Stock surrendered for
         conversion representing an initial Conversion Price of $5.16 per share
         of Common Stock. The applicable Conversion Rate and Conversion Price
         from time to time in effect is subject to adjustment as hereinafter
         provided.

                  (b) No Fractional Shares. If any fraction of a share of Common
         Stock would be issuable upon conversion of any Class H Preferred Stock,
         the Company shall round up to the next whole share the number of shares
         of Class H Preferred Stock to be issued upon such conversion.

                  (c) Adjustment. Whenever the Conversion Rate and Conversion
         Price shall be adjusted as provided herein, the Company shall forthwith
         file at each office designated for the conversion of Class H Preferred
         Stock, a statement, signed by the President, any Vice President or
         Treasurer of the Company, showing in reasonable detail the facts
         requiring such adjustment and the Conversion Rate that will be
         effective after such adjustment. The Company shall also cause a notice
         setting forth any such adjustments to be sent by mail, first class,
         postage prepaid, to each record holder of Class H Preferred Stock at
         his or its address appearing on the stock register. If such notice
         relates to an adjustment resulting from an event referred to in Section
         7(g), such notice shall be included as part of the notice required to
         be mailed and published under the provisions of such Section 7(g).

                  (d) Exercise. In order to exercise the conversion privilege,
         the holder of any Class H Preferred Stock to be converted shall
         surrender his or its certificate or certificates therefore to the
         principal office of the transfer agent for the Class H Preferred Stock
         (or if no transfer agent be at the time appointed, then the Company at
         its principal office), and shall give written notice to the Company at
         such office that the holder elects to convert the Class H Preferred
         Stock represented by such certificates, or any number thereof. Such
         notice shall also state the name or names (with address) in which the
         certificate or certificates for shares of Common Stock which shall be
         issuable on such conversion shall be issued, subject to any
         restrictions on transfer relating to shares of the Class H Preferred
         Stock or shares of Common Stock upon conversion thereof. If so required
         by the Company, certificates surrendered for conversion shall be
         endorsed or accompanied by written instrument or instruments of
         transfer, in form satisfactory to the Company, duly authorized in
         writing. The date of receipt by the transfer agent (or by the Company
         if the Company serves as its own transfer agent) of the certificates
         and notice shall be the conversion date. Within three Market Days after
         receipt of such notice and the surrender of the certificate or
         certificates for Class H Preferred Stock as set forth herein, the
         Company shall cause to be issued and delivered at such office to such
         holder, or on his or its written order, a certificate or certificates
         for the number of full shares of Common Stock issuable on such
         conversion in accordance with the provisions hereof and cash as
         provided in Section

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         6(b) in respect of any fraction of a share of Common Stock otherwise
         issuable upon such conversion.

                  (e) Reservation of Shares of Common Stock. The Company shall
         at all times while any shares of Class H Preferred Stock shall be
         outstanding, reserve and keep available out of its authorized but
         unissued stock, for the purposes of effecting the conversion of the
         Class H Preferred Stock, such number of its duly authorized shares of
         Common Stock as shall from time to time be sufficient to effect the
         conversion of all outstanding Class H Preferred Stock. Before taking
         any action which would cause an adjustment reducing the Conversion
         Price below the then par value of the shares of Common Stock issuable
         upon conversion of the Class H Preferred Stock, the Company will take
         any corporate action which may, in the opinion of its counsel, be
         necessary in order that the Company may validly and legally issue fully
         paid and nonassessable shares of such Common Stock at such adjusted
         Conversion Price.

                  (f) Surrender. All shares of Class H Preferred Stock which
         shall have been surrendered for conversion as herein provided shall no
         longer be deemed to be outstanding and all rights with respect to such
         shares, including the rights, if any, to receive notices and to vote,
         shall forthwith cease and terminate except only the right of the holder
         thereof to receive shares of Common Stock in exchange therefor and
         payment of any accrued and unpaid dividends on such shares of Common
         Stock. Any shares of Class H Preferred Stock so converted shall be
         retired and canceled and shall not be reissued, and the Company may
         from time to time take such appropriate action as may be necessary to
         reduce the authorized Class H Preferred Stock accordingly.

         7. ANTI-DILUTION PROVISIONS.

                  (a) General. In order to prevent dilution of the rights
         granted hereunder, the Conversion Price shall be subject to adjustment
         from time to time in accordance with this Section 7. Upon each
         adjustment of the Conversion Price pursuant to this Section 7, the
         registered holder of shares of Class H Preferred Stock shall thereafter
         be entitled to acquire upon conversion, at the Conversion Price
         resulting from such adjustment, the number of shares of Common Stock
         obtainable by multiplying the Conversion Price in effect immediately
         prior to such adjustment by the number of shares of Common Stock
         acquirable immediately prior to such adjustment and dividing the
         product thereof by the Conversion Price resulting from such adjustment.

                  (b) Adjustment of Conversion Price. Except as provided in
         Sections 7(c) or 7(f) below, if and whenever on or after the Filing
         Date, the Company shall issue or sell, or shall pursuant to Section
         7(b)(1) through (9) inclusive, be deemed to have issued or sold any
         shares of its Common Stock for a consideration per share that is (i) at
         any time prior to the closing of a Qualified Initial Public Offering,
         less than the per share Conversion Price in effect immediately prior to
         the time of such issue or sale or (ii) at any time during the
         three-year period after the closing of a Qualified Initial Public
         Offering, less than 90% of the Current Market Price Per Common Share
         calculated as of the date of such issue or sale, then forthwith upon
         such issue or sale (the "Triggering Transaction"), the Conversion Price
         shall, subject to Section 7(b)(1) through (9) inclusive, be reduced to
         the Conversion Price (calculated to the nearest one-

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         hundredth of a cent) determined by dividing: (A) an amount equal to the
         sum of the product derived by multiplying the Number of Common Shares
         Deemed Outstanding immediately prior to such Triggering Transaction by
         the Conversion Price then in effect, plus the consideration, if any,
         received by the Company upon consummation of such Triggering
         Transaction by (B) an amount equal to the sum of the Number of Common
         Shares Deemed Outstanding immediately prior to such Triggering
         Transaction plus the number of shares of Common Stock issued (or deemed
         to be issued in accordance with Section 7(b)(1) through (9) inclusive)
         in connection with the Triggering Transaction. The term "Number of
         Common Shares Deemed Outstanding" at any given time shall mean the sum
         of (i) the number of shares of Common Stock outstanding at such time,
         (ii) the number of shares of Common Stock issuable upon conversion or
         exchange at such time of all of the Company's outstanding securities
         that are then convertible into, or exchangeable for, Common Stock and
         (iii) the number of shares of the Company's Common Stock deemed to be
         outstanding under Section 7(b)(1) through (9) inclusive, at such time.
         For purposes of determining the adjusted Conversion Price under this
         Section 7(b), the following provisions shall be applicable:

                           (1) In case the Company at any time shall in any
                  manner grant (whether directly or by assumption in a merger or
                  otherwise) any rights to subscribe for or to purchase, or any
                  options for the purchase of, Common Stock or any stock or
                  other securities convertible into or exchangeable for Common
                  Stock (such rights or options being herein called "Options"
                  and such convertible or exchangeable stock or securities being
                  herein called "Convertible Securities"), whether or not such
                  Options or the right to convert or exchange any such
                  Convertible Securities are immediately exercisable and the
                  price per share for which the Common Stock is issuable upon
                  exercise, conversion or exchange (determined by dividing (Y)
                  the total amount, if any, received or receivable by the
                  Company as consideration for the granting of such Options,
                  plus the minimum aggregate amount of additional consideration
                  payable to the Company upon the exercise of all such Options,
                  plus, in the case of such Options which relate to Convertible
                  Securities, the minimum aggregate amount of additional
                  consideration, if any, payable upon the issue or sale of such
                  Convertible Securities and upon the conversion or exchange
                  thereof, by (Z) the total maximum number of shares of Common
                  Stock issuable upon the exercise of such Options or the
                  conversion or exchange of such Convertible Securities) shall
                  be less than the Conversion Price in effect immediately prior
                  to the time of the granting of such Option, then the total
                  maximum amount of Common Stock issuable upon the exercise of
                  such Options or in the case of Options for Convertible
                  Securities, upon the conversion or exchange of such
                  Convertible Securities shall (as of the date of granting of
                  such Options) be deemed to be outstanding and to have been
                  issued and sold by the Company for such price per share. No
                  further adjustment of the Conversion Price shall be made upon
                  the actual issue of such shares of Common Stock or such
                  Convertible Securities upon the exercise of such Options,
                  except as otherwise provided in Section 7(b)(3).

                           (2) In case the Company at any time shall in any
                  manner issue (whether directly or by assumption in a merger or
                  otherwise) or sell any Convertible Securities, whether or not
                  the rights to exchange or convert thereunder are immediately
                  exercisable, and the price per share for which Common Stock is
                  issuable upon such

                                      -9-
<PAGE>

                  conversion or exchange (determined by dividing (Y) the total
                  amount received or receivable by the Company as consideration
                  for the issue or sale of such Convertible Securities, plus the
                  minimum aggregate amount of additional consideration, if any,
                  payable to the Company upon the conversion or exchange
                  thereof, by (Z) the total maximum number of shares of Common
                  Stock issuable upon the conversion or exchange of all such
                  Convertible Securities) shall be less than the Conversion
                  Price in effect immediately prior to the time of such issue or
                  sale, then the total maximum number of shares of Common Stock
                  issuable upon conversion or exchange of all such Convertible
                  Securities shall (as of the date of the issue or sale of such
                  Convertible Securities) be deemed to be outstanding and to
                  have been issued and sold by the Company for such price per
                  share. No further adjustment of the Conversion Price shall be
                  made upon the actual issue of such Common Stock upon exercise
                  of the rights to exchange or convert under such Convertible
                  Securities, except as otherwise provided in Section (7)(b)(3).

                           (3) If the purchase price provided for in any Options
                  referred to in Section 7(b)(1), the additional consideration,
                  if any, payable upon the conversion or exchange of any
                  Convertible Securities referred to in Sections 7(b)(1) or (2),
                  or the rate at which any Convertible Securities referred to in
                  Sections 7(b)(1) or (2) are convertible into or exchangeable
                  for Common Stock shall change at any time (other than under or
                  by reason of provisions designed to protect against dilution
                  of the type set forth in Sections 7(b) or 7(d)), the
                  Conversion Price in effect at the time of such change shall
                  forthwith be readjusted to the Conversion Price which would
                  have been in effect at such time had such Options or
                  Convertible Securities still outstanding provided for such
                  changed purchase price, additional consideration or conversion
                  rate, as the case may be, at the time initially granted,
                  issued or sold. If the purchase price provided for in any
                  Option referred to in Section 7(b)(1) or the rate at which any
                  Convertible Securities referred to in Sections 7(b)(1) or (2)
                  are convertible into or exchangeable for Common Stock, shall
                  be reduced at any time under or by reason of provisions with
                  respect thereto designed to protect against dilution, then in
                  case of the delivery of Common Stock upon the exercise of any
                  such Option or upon conversion or exchange of any such
                  Convertible Security, the Conversion Price then in effect
                  hereunder shall forthwith be adjusted to such respective
                  amount as would have been obtained had such Option or
                  Convertible Security never been issued as to such Common Stock
                  and had adjustments been made upon the issuance of the shares
                  of Common Stock delivered as set forth herein, but only if as
                  a result of such adjustment the Conversion Price then in
                  effect hereunder is hereby reduced.

                           (4) On the expiration of any Option or the
                  termination of any right to convert or exchange any
                  Convertible Securities, the Conversion Price then in effect
                  hereunder shall forthwith be increased to the Conversion Price
                  which would have been in effect at the time of such expiration
                  or termination had such Option or Convertible Securities, to
                  the extent outstanding immediately prior to such expiration or
                  termination, never been issued.

                           (5) In case any Options shall be issued in connection
                  with the issue or sale of other securities of the Company,
                  together comprising one integral transaction in

                                      -10-
<PAGE>

                  which no specific consideration is allocated to such Options
                  by the parties thereto, such Options shall be deemed to have
                  been issued without consideration.

                           (6) In case any shares of Common Stock, Options or
                  Convertible Securities shall be issued or sold or deemed to
                  have been issued or sold for cash, the consideration received
                  therefor shall be deemed to be the amount received by the
                  Company therefor. In case any shares of Common Stock, Options
                  or Convertible Securities shall be issued or sold for a
                  consideration other than cash, the amount of the consideration
                  other than cash received by the Company shall be the fair
                  value of such consideration as determined in good faith by the
                  Board. In case any shares of Common Stock, Options or
                  Convertible Securities shall be issued in connection with any
                  merger in which the Company is the surviving corporation, the
                  amount of consideration therefor shall be deemed to be the
                  fair value of such portion of the net assets and business of
                  the non-surviving corporation as shall be attributable to such
                  Common Stock, Options or Convertible Securities, as the case
                  may be.

                           (7) The number of shares of Common Stock outstanding
                  at any given time shall not include shares owned or held by or
                  for the account of the Company, and the disposition of any
                  shares so owned or held shall be considered an issue or sale
                  of Common Stock for the purpose of this Section 7(b).

                           (8) In case the Company shall declare a dividend or
                  make any other distribution upon the stock of the Company
                  payable in Options or Convertible Securities, then in such
                  case any Options or Convertible Securities, as the case may
                  be, issuable in payment of such dividend or distribution shall
                  be deemed to have been issued or sold without consideration.

                           (9) For purposes of this Section 7(b), in case the
                  Company shall take a record of the holders of its Common Stock
                  for the purpose of entitling them to receive a dividend or
                  other distribution payable in Common Stock, Options or in
                  Convertible Securities or to subscribe for or purchase Common
                  Stock, Options or Convertible Securities, then such record
                  date shall be deemed to be the date of the issue or sale of
                  the shares of Common Stock deemed to have been issued or sold
                  upon the declaration of such dividend or the making of such
                  other distribution or the date of the granting of such right
                  or subscription or purchase, as the case may be.

                  (c) Liquidating Dividends. In the event the Company shall
         declare a dividend upon the Common Stock (other than a dividend payable
         in Common Stock) payable otherwise than out of earnings or earned
         surplus, determined in accordance with generally accepted accounting
         principles, including the making of appropriate deductions for minority
         interests, if any, in subsidiaries (herein referred to as "Liquidating
         Dividends"), then the Company shall pay to the person converting such
         Class H Preferred Stock an amount equal to the aggregate value of such
         Liquidating Dividends (including but not limited to the Common Stock
         which would have been issued at the time of such earlier exercise and
         all other securities which would have been issued with respect to such
         Common Stock by reason of stock splits, stock dividends, mergers or
         reorganizations, or for any other reason). For the purposes of this
         Section 7(c), a dividend other

                                      -11-
<PAGE>

         than in cash shall be considered payable out of earnings or earned
         surplus only to the extent that such earnings or earned surplus are
         charged an amount equal to the fair value of such dividend as
         determined in good faith by the Board.

                  (d) Subdivisions and Dividends; Combinations. In case the
         Company shall at any time (i) subdivide the outstanding Common Stock or
         (ii) issue a stock dividend on its outstanding Common Stock, the number
         of shares of Common Stock issuable upon conversion of the Class H
         Preferred Stock shall be proportionately increased by the same ratio as
         the subdivision or dividend (with appropriate adjustments to the
         Conversion Price in effect immediately prior to such subdivision or
         dividend). In case the Company shall at any time combine its
         outstanding Common Stock, the number of shares issuable upon conversion
         of the Class H Preferred Stock immediately prior to such combination
         shall be proportionately decreased by the same ratio as the combination
         (with appropriate adjustments to the Conversion Price in effect
         immediately prior to such combination).

                  (e) Reorganizations, etc. If any capital reorganization or
         reclassification of the capital stock of the Company, or consolidation
         or merger of the Company with another corporation, or the sale of all
         or substantially all of its assets to another corporation shall be
         effected in such a way that holders of Common Stock shall be entitled
         to receive stock, securities, cash or other property with respect to or
         in exchange for Common Stock, then, as a condition of such
         reorganization, reclassification, consolidation, merger or sale, lawful
         and adequate provision shall be made whereby the holders of the Class H
         Preferred Stock shall have the right to acquire and receive upon
         conversion of the Class H Preferred Stock, which right shall be prior
         to the rights of the holders of Junior Stock, equal to the rights of
         the holders of Parity Stock and after and subject to the rights of
         holders of Senior Stock, such shares of stock, securities, cash or
         other property issuable or payable (as part of the reorganization,
         reclassification, consolidation, merger or sale) with respect to or in
         exchange for such number of outstanding shares of Common Stock as would
         have been received upon conversion of the Class H Preferred Stock at
         the Conversion Price then in effect.

                  (f) Exceptions to Antidilution. The provisions of this Section
         7 shall not apply to any Common Stock issued, issuable or deemed
         outstanding under Section 7(b)(1) through (9) inclusive (and no such
         transaction shall constitute a Triggering Transaction): (i) to any
         person pursuant to any stock option, stock purchase or similar plan or
         arrangement for the benefit of employees, consultants or other
         representatives of the Company or its subsidiaries (A) in effect on the
         Filing Date or (B) thereafter adopted by the Board and approved by the
         holders of the Voting Securities, (ii) pursuant to options, warrants
         and conversion rights in existence on the Filing Date (other than as
         provided for in Section 7(b)(9)) or (iii) on conversion of the Class B
         Preferred Stock, the Class C Preferred Stock or the Class D Preferred
         Stock.

                  (g) Procedures. In the event that (i) the Company shall
         declare any cash dividend upon its Common Stock, (ii) the Company shall
         declare any dividend upon its Common Stock payable in stock or make any
         special dividend or other distribution to the holders of its Common
         Stock, (iii) the Company shall offer for subscription pro rata to the
         holders of its Common Stock any additional shares of stock of any class
         or other rights, (iv) there shall be any capital reorganization or
         reclassification of the capital stock of the Company, including any

                                      -12-
<PAGE>

         subdivision or combination of its outstanding shares of Common Stock,
         or consolidation or merger of the Company with, or sale of all or
         substantially all of its assets to, another corporation, (v) there
         shall be a voluntary or involuntary dissolution, liquidation or
         winding-up of the Company, then, in connection with any such event, the
         Company shall give to the holders of the Class H Preferred Stock (A) at
         least twenty (20) days prior written notice of the date on which the
         books of the Company shall close or a record shall be taken for such
         dividend, distribution or subscription rights or for determining rights
         to vote in respect of any such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding-up;
         and (B) in the case of any such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding-up, at
         least twenty (20) days prior written notice of the date when the same
         shall take place. Such notice in accordance with the foregoing clause
         (A) shall also specify, in the case of any such dividend, distribution
         or subscription rights, the date on which the holders of Common Stock
         shall be entitled thereto, and such notice in accordance with the
         foregoing clause (B) shall also specify the date on which the holders
         of Common Stock shall be entitled to exchange their Common Stock for
         securities or other property deliverable upon such reorganization,
         reclassification consolidation, merger, sale, dissolution, liquidation
         or winding-up, as the case may be. Each such written notice shall be
         given by first class mail, postage prepaid, addressed to the holders of
         the Class H Preferred Stock at the address of each such holder as shown
         on the books of the Company.

                  (h) Intended Effect. If any event occurs as to which, in the
         opinion of the Board, the provisions of this Section 7 are not strictly
         applicable or if strictly applicable would not fairly protect the
         rights of the holders of the Class H Preferred Stock in accordance with
         the essential intent and principles of such provisions, then the Board
         shall make an adjustment in the application of such provisions, in
         accordance with such essential intent and principles, so as to protect
         such rights as set forth herein, but in no event shall any adjustment
         have the effect of increasing the Conversion Price as otherwise
         determined pursuant to any of the provisions of this Section 7 except
         in the case of a combination of shares of a type contemplated in
         Section 7(d) and then in no event to an amount greater than the
         Conversion Price as adjusted pursuant to Section 7(d).

         8. MANDATORY CONVERSION.

                  (a) Mandatory Conversion. Each share of Class H Preferred
         Stock shall automatically be converted into shares of Common Stock at
         the Conversion Price in effect on the last Market Day of the first
         consecutive period of twenty Market Days during which the Current
         Market Price Per Common Share is at least 155% of the Conversion Price
         beginning after the later to occur of the closing of an underwritten
         offering which is a "Qualified Initial Public Offering" pursuant to an
         effective registration statement under the Securities Act or the third
         anniversary of the date of issuance of the Class H Preferred Stock
         ("Initial Issuance Date").

                  (b) A "Qualified Initial Public Offering" shall mean an
         initial public offering of the Company's Common Stock raising not less
         than $50,000,000 of gross proceeds.

                  (c) Procedures. All holders of record of shares of Class H
         Preferred Stock will be given prompt written notice of the occurrence
         of mandatory conversion and at least sixty

                                      -13-
<PAGE>

         (60) days prior written notice of the date fixed for any optional
         conversion and also of the place designated for conversion of all of
         such shares of Class H Preferred Stock. Such notice will be sent by
         mail, first class, postage prepaid, to each record holder of shares of
         Class H Preferred Stock at such holder's address appearing on the stock
         register. Each holder of shares of Class H Preferred Stock shall
         surrender his or its certificates or certificates for all such shares
         to the Company at the place designated in such notice, and shall
         thereafter receive certificates for the number of shares of Common
         Stock to which such holder is entitled pursuant to this Section 8. On
         the date of occurrence of mandatory conversion or the date fixed for
         any optional conversion, all rights with respect to the Class H
         Preferred Stock so converted will terminate, except only the rights of
         the holders thereof, upon surrender of their certificate or
         certificates therefore, to receive certificates for the number of
         shares of Common Stock into which such Class H Preferred Stock has been
         converted and payment of any accrued and unpaid dividends thereon. If
         so required by the Company, certificates surrendered for conversion
         shall be endorsed or accompanied by written instrument or instruments
         of transfer, in form satisfactory to the Company, duly executed by the
         registered holder or by his attorneys duly authorized in writing. All
         certificates evidencing shares of Class H Preferred Stock which are
         required to be surrendered for conversion in accordance with the
         provisions hereof shall, from and after the date such certificates are
         so required to be surrendered, be deemed to have been retired and
         canceled and the shares of Class H Preferred Stock represented thereby
         converted into Common Stock for all purposes, notwithstanding the
         failure of the holder or holders thereof to surrender such
         certificates. As soon as practicable after the surrender of the
         certificate or certificates for Class H Preferred Stock as set forth
         herein, the Company shall cause to be issued and delivered to such
         holder, or on his or its written order, a certificate or certificates
         for the number of full shares of Common Stock issuable on such
         conversion in accordance with the provisions hereof and as provided in
         Section 6(b) in respect of any fraction of a share of Common Stock
         otherwise issuable upon such conversion.

         9. CHANGE OF CONTROL OFFER.

                  (a) Promptly after the occurrence of a Change of Control (the
         date of such occurrence being the "Change of Control Date"), the
         Company shall commence (or cause to be commenced) an offer to purchase
         all outstanding shares of Class H Preferred Stock pursuant to the terms
         described in Section 9(d) (the "Change of Control Offer") at a purchase
         price equal to the Change of Control Amount on the Change of Control
         Payment Date, and shall purchase (or cause the purchase of) any shares
         of Class H Preferred Stock tendered in the Change of Control Offer
         pursuant to the terms hereof.

                  (b) At the Company's option, the Change of Control Amount
         shall be payable in cash or in shares of Common Stock (or the
         securities of the entity into which the Common Stock became converted
         in connection with the Change of Control), which shares shall be valued
         for purposes of this Section 9(b) at 97% of the Current Market Price
         Per Common Share on the Change of Control Payment Date.

                  (c) If the Company elects to pay the Change of Control Amount
         in cash, prior to the mailing of the notice referred to in Section
         9(d), but in any event within 30 days following the date on which a
         Change of Control has occurred, the Company shall (A) promptly
         determine

                                      -14-
<PAGE>

         if the purchase of the Class H Preferred Stock for cash would violate
         or constitute a default under the indebtedness of the Company or the
         terms of any other series of the Company's outstanding preferred stock
         and (B) either shall repay to the extent necessary all such
         indebtedness or preferred stock of the Company that would prohibit the
         repurchase of the Class H Preferred Stock pursuant to a Change of
         Control Offer or obtain any requisite consents or approvals under
         instruments governing any indebtedness or preferred stock of the
         Company to permit the repurchase of the Class H Preferred Stock for
         cash. The Company shall first comply with this Section 9(c) before it
         shall repurchase for cash any Class H Preferred Stock pursuant to this
         Section 9.

                  (d) Within 30 days following the date on which a Change in
         Control has occurred, the Company shall send, by first-class mail,
         postage prepaid, a notice to each holder of Class H Preferred Stock. If
         applicable, such notice shall contain all instructions and materials
         necessary to enable such holders to tender Class H Preferred Stock
         pursuant to the Change of Control Offer. Such notice shall state:

                           (i) that a Change of Control has occurred, that a
                  Change of Control Offer is being made pursuant to this Section
                  9 and that all Class H Preferred Stock validly tendered and
                  not withdrawn will be accepted for payment;

                           (ii) the purchase price (including the amount of
                  accrued dividends, if any) and the purchase date (which must
                  be no earlier than 30 days nor later than 60 days from the
                  date such notice is mailed, other than as may be required by
                  law) (the "Change of Control Payment Date");

                           (iii) that any shares of Class H Preferred Stock not
                  tendered will continue to accrue dividends;

                           (iv) that, unless the Company defaults in making
                  payment therefor, any share of Class H Preferred Stock
                  accepted for payment pursuant to the Change of Control Offer
                  shall cease to accrue dividends after the Change of Control
                  Payment Date;

                           (v) that holders electing to have any share of Class
                  H Preferred Stock purchased pursuant to a Change of Control
                  Offer will be required to surrender stock certificates
                  representing such shares of Class H Preferred Stock, properly
                  endorsed for transfer, together with such other customary
                  documents as the Company and the Transfer Agent may reasonably
                  request to the Transfer Agent and registrar for the Class H
                  Preferred Stock at the address specified in the notice prior
                  to the close of business on the business day prior to the
                  Change of Control Payment Date;

                           (vi) that holders will be entitled to withdraw their
                  election if the Company receives, not later than five business
                  days prior to the Change of Control Payment Date, a telegram,
                  facsimile transmission or letter setting forth the name of the
                  holder, the number of shares of Class H Preferred Stock the
                  holder delivered for purchase and a statement that such holder
                  is withdrawing its election to have such shares of Class H
                  Preferred Stock purchased;

                                      -15-
<PAGE>

                           (vii) that holders who tender only a portion of the
                  shares of Class H Preferred Stock represented by a certificate
                  delivered will, upon purchase of the shares tendered, be
                  issued a new certificate representing the unpurchased shares
                  of Class H Preferred Stock; and

                           (viii) the circumstances and relevant facts regarding
                  such Change of Control (including information with respect to
                  pro forma historical income, cash flow and capitalization
                  after giving effect to such Change of Control).

                  (e) The Company will comply with any tender offer rules under
         the Exchange Act which then may be applicable in connection with any
         offer made by the Company to repurchase the shares of Class H Preferred
         Stock as a result of a Change of Control. To the extent that the
         provisions of any securities laws or regulations conflict with
         provisions of this Certificate of Designation, the Company shall comply
         with the applicable securities laws and regulations and shall not be
         deemed to have breached its obligation under this Certificate of
         Designation by virtue thereof.

                  (f) On the Change of Control Payment Date, the Company shall
         (i) accept for payment the shares of Class H Preferred Stock validly
         tendered pursuant to the Change of Control Offer, (ii) pay to the
         holders of shares so accepted the purchase price therefor in cash or
         Common Stock (or the securities of the entity into which the Common
         Stock became converted in connection with the Change of Control) as
         provided above and (iii) cancel each surrendered certificate and retire
         the shares represented thereby. Unless the Company defaults in the
         payment for the shares of Class H Preferred Stock tendered pursuant to
         the Change of Control Offer, dividends will cease to accrue with
         respect to the shares of Class H Preferred Stock tendered and all
         rights of holders of such tendered shares will terminate, except for
         the right to receive payment therefor on the Change of Control Payment
         Date.

                  (g) To accept the Change of Control Offer, the holder of a
         share of Class H Preferred Stock shall deliver, prior to the close of
         business on the business day prior to the Change of Control Payment
         Date, written notice to the Company (or an agent designated by the
         Company for such purpose) of such holder's acceptance, together with
         certificates evidencing the shares of Class H Preferred Stock with
         respect to which the Change of Control Offer is being accepted, duly
         endorsed for transfer.

                  (h) For the avoidance of doubt, nothing in this Section 9
         shall restrict the right of the holders of Class H Preferred Stock, in
         connection with a Change of Control, to convert and to receive the kind
         and amount of consideration payable to holders of Common Stock in
         respect of the Common Stock into which the Class H Preferred Stock may
         be converted.

         10. CERTAIN MERGERS. In connection with any consolidation with or
merger with or into, any person in a transaction where the Common Stock is
converted into or exchanged for securities of such person or an affiliate of
such person, the Company covenants that the person issuing such securities will
be organized and existing under the laws of a jurisdiction which allows for the
issuance of preference stock and that the Class H Preferred Stock shall be
converted into or exchanged for and shall become shares of such person having in
respect of such person substantially the same powers, preference and relative
participating,

                                      -16-
<PAGE>

optional or other special rights and the qualifications, limitations or
restrictions thereon that the Class H Preferred Stock had immediately prior to
such transaction.

                                      -17-
<PAGE>

         11. REDEMPTION.

                  (a) Mandatory Redemption. On December 31, 2008, the Company
         will be required to redeem all of the outstanding shares of Class H
         Preferred Stock at a redemption price per share equal to the
         Liquidation Amount on such date.

                  (b) Optional Redemption. At any time after the third
         anniversary of the Initial Issuance Date, the Company may, at its
         option, redeem all (but not less than all) of the shares of Class H
         Preferred Stock at a cash redemption price equal to 155% of the
         Liquidation Amount on the date specified for redemption plus accrued
         dividends thereon from such date to the date of payment of the
         redemption price.

                  (c) Notice. Notice of such redemption shall be given by the
         Company by first class mail, postage prepaid, mailed not less than 30
         days nor more than 60 days prior to the redemption date, to each holder
         of record of the shares to be redeemed at such holder's address as the
         same appears on the stock register of the Company; provided that
         neither the failure to give such notice nor any defect therein shall
         affect the validity of the giving of notice for the redemption of any
         share of Class H Preferred Stock to be redeemed except as to the holder
         to whom the Company has failed to give said notice or except as to the
         holder whose notice was defective. Each such notice shall state: (i)
         the redemption date; (ii) the redemption price; (iii) the place or
         places where certificates for such shares are to be surrendered for
         payment of the redemption price; and (iv) that dividends on the shares
         to be redeemed will cease to accrue on such redemption date.

                  (d) Dividends; Payment. Notice having been mailed as
         aforesaid, from and after the redemption date (unless default shall be
         made by the Company in providing money for the payment of the
         redemption price of the shares called for redemption), dividends on the
         shares of Class H Preferred Stock so called for redemption shall cease
         to accrue, and all rights of the holders thereof as shareholders of the
         Company (except the right to receive from the Company the redemption
         price) shall cease. Upon surrender in accordance with said notice of
         the certificates for any shares so redeemed (properly endorsed or
         assigned for transfer, if the Board of Directors of the Company shall
         so require and the notice shall so state), such share shall be redeemed
         by the Company at the redemption price aforesaid.

         12. CONVERTED AND REACQUIRED SHARES. Any shares of Class H Preferred
Stock converted into Common Stock, redeemed, purchased or otherwise acquired by
the Company in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of undesignated stock of the Company and
may be reissued subject to the conditions and restrictions on issuance in the
Articles of Incorporation, in any other Certificate of Designation creating a
series of preferred stock or any similar stock or as otherwise required by law.

         13. PRE-EMPTIVE RIGHTS. Until the closing of a Qualified Initial Public
Offering, the holders of the Class H Preferred Stock shall have pre-emptive
rights to the extent set forth in Section 302A.413 of the Minnesota Business
Corporation Act as in effect on the Filing Date, except that the provisions of
subdivision 4, clause (e) thereof shall not apply.

                                      -18-
<PAGE>

         14. AMENDMENT. If any proposed amendment to the Articles of
Incorporation, including this Certificate of Designation, would alter or change
the preferences, special rights or powers given to the holders of the Class H
Preferred Stock so as to affect such holders adversely, or would authorize the
issuance of a class or classes of stock having preferences or rights with
respect to dividends or dissolution or the distribution of assets that would be
superior to the preferences or rights of the Class H Preferred Stock, then the
holders of the Class H Preferred Stock shall be entitled to vote as a class upon
such amendment, and the affirmative vote of two-thirds of the outstanding shares
of Class H Preferred Stock shall be necessary for the adoption thereof, in
addition to such other vote as may be required by law.

         15. MISCELLANEOUS. If, in connection with a Change of Control Offer
pursuant to Section 9 or a redemption pursuant to Section 11, the Company
determines to pay the Change of Control Amount or the redemption price in shares
of Common Stock, the Company will (a) file a registration statement to register
such shares of Common Stock under the Securities Act, (b) cause such
registration statement to be effective at or prior to the time that the Company
will deliver such shares to the holders of Class H Preferred Stock, (c) have
such shares listed on the principal trading market for the Common Stock and (d)
take such other actions as may reasonably be required to register the issuance
(or, as appropriate, the re-sale) of the shares of Common Stock to be delivered
to the holders of the Class H Preferred Stock to enable such shares of Common
Stock to be sold without restriction.

         16. DEFINITIONS. The following terms, as used herein, shall have the
following meanings:

         "Accreted Value" equals, with respect to one share of Class H Preferred
Stock, $1,000 plus the amount of any dividends added to Accreted Value in
accordance with Section 3(b) (which aggregate amount shall be subject to
adjustment whenever there shall occur a stock split, combination,
re-classification or other similar event involving the Class H Preferred Stock).

         "Change of Control" means: (i) the sale, lease, transfer, conveyance
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the
Company and its subsidiaries taken as a whole to any "person" (as such term is
used in Section 13(d)(3) of the Exchange Act, other than a holder of Class H
Preferred Stock on the Initial Issuance Date, (ii) the consummation of any
transaction (including any merger or consolidation) the result of which is that
(A) any "person" (as defined above) other than a holder of Class H Preferred
Stock on the Initial Issuance Date becomes the beneficial owner (as determined
in accordance with Rules 13d-3 and 13d-5 under the Exchange Act except that a
person will be deemed to have beneficial ownership of all shares that such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 50% of
the Voting Securities of the Company, other than in connection with an
underwritten public offering of securities of the Company or (B) the holders of
Voting Securities become entitled to receive less than 50% of the voting power
of holders of the equity securities of the surviving entity, or (iii) the first
day on which a majority of the members of the Board of Directors of the Company
are not Continuing Directors.

                                      -19-
<PAGE>

         "Change of Control Amount" means, with respect to one share of Class H
Preferred Stock, the greater of (i) 125% of the Liquidation Amount per share on
the Change of Control Payment Date or (ii) the per share amount a holder of
Class H Preferred Stock would have received had he exercised his right to
convert a share of Class H Preferred Stock into shares of Common Stock
immediately prior to the issuance of a Change of Control.

         "Continuing Directors" means individuals who constituted the Board of
Directors of the Company on the Filing Date (the "Incumbent Directors");
provided that any individual becoming a director during any year shall be
considered to be an Incumbent Director if such individual's election,
appointment or nomination was recommended or approved by at least two-thirds of
the other Incumbent Directors continuing in office following such election,
appointment or nomination present, in person or by telephone, at any meeting of
the Board of Directors of the Company, after the giving of a sufficient notice
to each Incumbent Director so as to provide a reasonable opportunity for such
Incumbent Directors to be present at such meeting.

         "Current Market Price Per Common Share" means, as of any date, the
average (weighted by daily trading volume) of the Daily Prices per share of
Common Stock for the 20 consecutive Market Days immediately prior to such date.

         "Daily Price" means, as of any date, (i) if the shares of such class of
Common Stock then are listed and traded on the New York Stock Exchange, Inc.
("NYSE"), the closing price on such date as reported on the NYSE Composite
Transactions Tape; (ii) if the shares of such class of Common Stock then are not
listed and traded on the NYSE, the closing price on such date as reported by the
principal national securities exchange on which the shares are listed and
traded; (iii) if the shares of such class of Common Stock then are not listed
and traded on any such securities exchange, the last reported sale price on such
date on Nasdaq National Market; or (iv) if the shares of such class of Common
Stock then are not traded on the Nasdaq National Market, the average of the
highest reported bid and lowest reported asked price on such date as reported by
Nasdaq.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Market Day" means a day on which the principal national securities
market or exchange on which the Common Stock is listed or admitted for trading
is open for the transaction of business.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Voting Securities" means securities of the Company ordinarily having
the power to vote for the election of directors of the Company, including but
not limited to the Common Stock and all classes and series of Undesignated Stock
the holders of which have the right to vote with holders of the Common Stock as
a class.

         RESOLVED FURTHER, that the officers of this Company be, and each of
them acting alone is, hereby authorized and instructed to take all steps
necessary to execute, deliver and file, for and on behalf of this Company and in
its name, any and all documents required in connection with the establishment
and authorization of the Company's Class H Preferred Stock, including

                                      -20-
<PAGE>

but not limited to filing the Statement of Rights and Preferences with the
Minnesota Secretary of State in accordance with Minnesota Statutes, Section
302A.401.

         F. The undersigned further declares under penalty of perjury that the
matters set out in the foregoing Certificate are true and correct of his own
knowledge.

                                      -21-
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this certificate as of
the 2nd day of October, 2000.






                                             /s/ Edward J. Driscoll, Jr.
                                             -----------------------------------
                                             Edward J. Driscoll, Jr.
                                             Secretary

                                      -22-