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                                                                     EXHIBIT 3.3



                CERTIFICATE OF DESIGNATIONS, RIGHTS, PREFERENCES
                ------------------------------------------------
                               AND PRIVILEGES OF

                        SERIES A JUNIOR PREFERRED STOCK

                                       OF

                               ASECO CORPORATION

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


     The undersigned, Sebastian J. Sicari and Robert V. Jahrling, III, do hereby
certify:

     1.  That they are the duly elected and acting Vice President, Finance and
Administration and Secretary, respectively, of ASECO CORPORATION, a Delaware
corporation (the "Corporation").

     2.  That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the said Corporation, the said Board of
Directors on August 15, 1996 adopted the following resolutions creating a series
of shares of Preferred Stock designated as Series A Junior Preferred Stock:

          "RESOLVED, that pursuant to the authority vested in the Board of
     Directors of the Corporation by the Certificate of Incorporation, the Board
     of Directors does hereby provide for the issue of a series of Preferred
     Stock, $0.01 par value, of the Corporation, to be designated "Series A
     Junior Preferred Stock," initially consisting of 15,000 shares and to the
     extent that the designations, powers, preferences and relative and other
     special rights and the qualifications, limitations and restrictions of the
     Series A Junior Preferred Stock are not stated and expressed in the
     Certificate of Incorporation, does hereby fix and herein state and express
     such designations, powers, preferences and relative and other special
     rights and the qualifications, limitations and restrictions thereof, as
     follows (all terms used herein which are defined in the Certificate of
     Incorporation shall be deemed to have the meanings provided therein):

     Section 1.  Designation and Amount.  The shares of such series shall be
designated as "Series A Junior Preferred Stock," par value $0.01 per share, and
the number of shares constituting such series shall be 15,000.

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     Section 2.  Dividends and Distributions.
                    ---------------------------

          (A)  Subject to the prior and superior right of the holders of any
     shares of any series of Preferred Stock ranking prior and superior to the
     shares of Series A Junior Preferred Stock with respect to dividends, the
     holders of shares of Series A Junior Preferred Stock shall be entitled to
     receive when, as and if declared by the Board of Directors out of funds
     legally available for the purpose, quarterly dividends payable in cash on
     the last day of March, June, September and December in each year (each such
     date being referred to herein as a "Quarterly Dividend Payment Date")
     commencing on the first Quarterly Dividend Payment Date after the first
     issuance of a share or fraction of a share of Series A Junior Preferred
     Stock, in an amount per share (rounded to the nearest cent) equal to,
     subject to the provision for adjustment hereinafter set forth, 1,000 times
     the aggregate per share amount of all cash dividends, and 1,000 times the
     aggregate per share amount (payable in kind) of all non-cash dividends or
     other distributions other than a dividend payable in shares of Common Stock
     or a subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock of the
     Corporation (the "Common Stock") since the immediately preceding Quarterly
     Dividend Payment Date, or, with respect to the first Quarterly Dividend
     Payment Date, since the first issuance of any share or fraction of a share
     of Series A Junior Preferred Stock. In the event the Corporation shall at
     any time after August 15, 1996 (the "Rights Declaration Date") (i) declare
     any dividend on Common Stock payable in shares of Common Stock, (ii)
     subdivide the outstanding Common Stock, or (iii) combine the outstanding
     Common Stock into a smaller number of shares, then in each such case the
     amount to which holders of shares of Series A Junior Preferred Stock were
     entitled immediately prior to such event under the preceding sentence shall
     be adjusted by multiplying such amount by a fraction, the numerator of
     which is the number of shares of Common Stock outstanding immediately after
     such event and the denominator of which is the number of shares of Common
     Stock that ere outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
     Series A Junior Preferred Stock as provided in paragraph (A) above
     immediately after it declares a dividend or distribution on the Common
     Stock (other than a dividend payable in shares of Common Stock).

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series A Junior Preferred Stock from the Quarterly Dividend
     Payment Date next preceding the date of issue of such shares of Series A
     Junior Preferred Stock, unless the date of issue of such shares is prior to
     the record date for the first Quarterly Dividend Payment Date, in which
     case dividends on such shares shall begin to accrue from the date of issue
     of such shares,

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     or unless the date of issue is a Quarterly Dividend Payment Date or is a
     date after the record date for the determination of holders of shares of
     Series A Junior Preferred Stock entitled to receive a quarterly dividend
     and before such Quarterly Dividend Payment Date, in either of which events
     such dividends shall begin to accrue and be cumulative from such Quarterly
     Dividend Payment Date. Accrued but unpaid dividends shall not bear
     interest. Dividends paid on the shares of Series A Junior Preferred Stock
     in an amount less than the total amount of such dividends at the time
     accrued and payable on such shares shall be allocated pro rata on a share-
     by-share basis among all such shares at the time outstanding. The Board of
     Directors may fix a record date for the determination of holders of shares
     of Series A Junior Preferred Stock entitled to receive payment of a
     dividend or distribution declared thereon, which record date shall be no
     more than 30 days prior to the date fixed for the payment thereof.

     Section 3.  Voting Rights.  The holders of shares of Series A Junior
Preferred Stock shall have the following voting rights.

          (A) Subject to the provision for adjustment hereinafter set forth,
     each share of Series A Junior Preferred Stock shall entitle the holder
     thereof to 1,000 votes on all matters submitted to a vote of the
     stockholders of the Corporation. In the event the Corporation shall at any
     time after the Rights Declaration Date (i) declare any dividend on Common
     Stock payable in shares of Common Stock, (ii) subdivide the outstanding
     Common Stock, or (iii) combine the outstanding Common Stock to a smaller
     number of shares, then in each such case the number of votes per share to
     which holders of shares of Series A Junior Preferred Stock were entitled
     immediately prior to such event shall be adjusted by multiplying such
     number by a fraction, the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (B) Except as otherwise provided herein or by law, the holders of
     shares of Series A Junior Preferred Stock and the holders of shares of
     Common Stock shall vote together as one class on all matters submitted to a
     vote of stockholders of the corporation.

          (C) Except as required by law, holders of Series A Junior Preferred
     Stock shall have no special voting rights and their consent shall not be
     required (except to the extent they are entitled to vote with holders of
     Common Stock as set forth herein) for taking any corporate action.

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     Section 4.  Certain Restrictions.
                 --------------------

          (A)  The Corporation shall not declare any dividend on, make any
     distribution on, or redeem or purchase or otherwise acquire for
     consideration any shares of Common Stock after the first issuance of a
     share or fraction of a share of Series A Junior Preferred Stock unless
     concurrently therewith it shall declare a dividend on the Series A Junior
     Preferred Stock as required by Section 2 hereof.

          (B)  Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Junior Preferred Stock as provided in Section 2 are
     in arrears, thereafter and until all accrued and unpaid dividends and
     distributions, whether or not declared, on shares of Series A Junior
     Preferred Stock outstanding shall have been paid in full, the Corporation
     shall not

               (i)  declare or pay dividends on, make any other distributions
          on, or redeem or purchase or otherwise acquire for consideration any
          shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Junior
          Preferred Stock;

               (ii)  declare or pay dividends on or make any other distributions
          on any shares of stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with Series A Junior
          Preferred Stock, except dividends paid ratably on the Series A Junior
          Preferred Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total amounts to which the
          holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series A Junior
          Preferred Stock, provided that the Corporation may at any time redeem,
          purchase or otherwise acquire shares of any such parity stock in
          exchange for shares of any stock of the Corporation ranking junior
          (either as to dividends or upon dissolution, liquidation or winding
          up) to the Series A Junior Preferred Stock;

               (iv) purchase or otherwise acquire for consideration any shares
          of Series A Junior Preferred Stock, or any shares of stock ranking on
          a parity with the Series A Junior Preferred Stock, except in
          accordance with a purchase offer made in writing or by publication (as
          determined by the Board of Directors) to all holders of such shares
          upon such terms as the Board of Directors, after consideration of the
          respective annual dividend rates and other relative rights and
          preferences of the respective series and classes, shall determine in
          good faith will result in fair and equitable treatment among the
          respective series or classes.

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          (C) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise acquire for consideration any shares of stock of
     the Corporation unless the Corporation could, under paragraph (A) of this
     Section 4, purchase or otherwise acquire such shares at such time and in
     such manner.

     Section 5.  Reacquired Shares.  Any shares of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

     Section 6.     Liquidation, Dissolution or Winding Up.
                    --------------------------------------

          (A) Upon any liquidation (voluntary or otherwise), dissolution or
     winding up of the Corporation, no distribution shall be made to the holders
     of shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Junior Preferred
     Stock unless, prior thereto, the holders of shares of Series A Junior
     Preferred Stock shall have received an amount equal to accrued and unpaid
     dividends and distributions thereon, whether or not declared, to the date
     of such payment, plus an amount equal to the greater of (1)$1,000 per
     share, provided that in the event the Corporation does not have sufficient
     assets, after payment of its liabilities and distribution to holders of
     Preferred Stock ranking prior to the Series A Junior Preferred Stock,
     available to permit payment in full of the $1,000 per share amount, the
     amount required to be paid under this Section 6(A)(1) shall, subject to
     Section 6(B) hereof, equal the value of the amount of available assets
     divided by the number of outstanding shares of Series A Junior Preferred
     Stock or (2) subject to the provisions for adjustment hereinafter set
     forth, 1,000 times the aggregate per share amount to be distributed to the
     holders of Common Stock (the greater of (1) or (2), the "Series A
     Liquidation Preference"). In the event the Corporation shall at any time
     after the Rights Declaration Date (i) declare any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivide the outstanding Common
     Stock, or (iii) combine the outstanding Common Stock into a smaller number
     of shares, then in each such case the amount to which holders of shares of
     Series A Junior Preferred Stock were entitled immediately prior to such
     event under clause (2) of the preceding sentence shall be adjusted by
     multiplying such amount by a fraction the numerator of which is the number
     of shares of Common Stock that were outstanding immediately after such
     event and the denominator of which is the number of shares of Common Stock
     that were outstanding immediately prior to such event.

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

     Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Junior Preferred Stock shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     Section 8.  No Redemption.  The shares of Series A Junior Preferred
                 -------------
Stock shall not be redeemable.

     Section 9.  Ranking.  The Series A Junior Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

     Section 10.  Amendment.  The Certificate of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preference or special rights of the Series A Junior
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series A Junior
Preferred Stock, voting separately as a class.

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     Section 11.  Fractional Shares.  Series A Junior Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Preferred Stock.

           RESOLVED FURTHER, that the President or any Vice President and the
     Secretary or any Assistant Secretary of this Corporation be, and they
     hereby are, authorized and directed to prepare and file a Certificate of
     Designations, Rights, Preferences and Privileges in accordance with the
     foregoing resolution and the provisions of Delaware law and to take such
     actions as they may deem necessary or appropriate to carry out the intent
     of the foregoing resolution."

     3.   That the authorized number of shares of Preferred Stock of the
Corporation is 1,000,000 and that no such Preferred Stock has been issued.

     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this 15th day of
August, 1996.


                                     /s/ Sebastian J. Sicari
                                     --------------------------
                              Name:  Sebastian J. Sicari
                              Title: Vice President,
                                     Finance and Administration


Attest:

   /s/ Robert V. Jahrling, III
------------------------------
Name:  Robert V. Jahrling, III
Title: Secretary

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