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                                                                   Exhibit 4(c)


                                 DESIGNATION OF
                            SERIES B PREFERRED STOCK

   SECTION 1. DESIGNATION OF AMOUNT; RANKING.

      The issuance of Fifteen Thousand (15,000) shares of the Series B
Preferred Stock is hereby authorized. When issued and outstanding, the Series B
Preferred Stock shall rank senior to all other issued and outstanding classes
and series of equity securities of the Corporation now existing or hereafter
created (collectively, the "Junior Stock") with respect to dividend rights,
rights of redemption, rights of conversion and rights of Liquidation (as
hereinafter defined).

   SECTION 2. DEFINITIONS.

      As used herein, the following terms shall have the following meanings:

            "AFFILIATE" means, with respect to any specified Person, (1) any
other Person who, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person,
(2) any other Person who is an executive officer or partner or is, directly or
indirectly, the beneficial owner of ten percent (10%) or more of any class of
equity Securities, of the specified Person or a Person described in clause (1)
above, (3) any other Person of whom the specified Person is an executive officer
or partner or is, directly or indirectly, the beneficial owner of ten percent
(10%) or more of any class of equity Securities, (4) any other Person in whom
the specified Person has a substantial beneficial interest or as to whom the
specified Person serves as trustee or in a similar capacity, or (5) any relative
or spouse of the specified Person or any of the foregoing Persons, any relative
of such spouse or any spouse of any such relative. As used in this definition,
the term "control" means the possession, directly or indirectly, of the power to
direct the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise. As used in this definition, the
term "relative" means any parent, grandparent, great-grandparent, child,
grandchild, great-grandchild, sibling, first uncle, first aunt or first cousin
(in each case, whether natural or adoptive).

            "APPLICABLE DIVIDEND RATE" means, for each Dividend Period (i) for
dividends paid in cash on the last day of such period, at a rate of 10.0% per
annum and (ii) in all other circumstances, at a rate of 13.25% per annum.

            "BEAR STEARNS" shall have the meaning ascribed thereto in the Stock
and Warrant Purchase Agreement.

            "BEST KNOWLEDGE" shall have the meaning ascribed thereto in the
Stock and Warrant Purchase Agreement.

            "BOARD" shall mean the Board of Directors of the Corporation.
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            "BT CAPITAL" shall have the meaning ascribed thereto in the Stock
and Warrant Purchase Agreement.

            "BUSINESS" shall have the meaning ascribed thereto in the Stock and
Warrant Purchase Agreement.

            "CHANGE OF CONTROL" means the occurrence of any of the following
events: (i) any Person or any Persons, excluding Lerner and the Investors,
acting together which would constitute a "group" for purposes of Section 13(d)
of the Exchange Act, together with any Affiliates thereof, shall beneficially
own, directly or indirectly, 30% or more of the total voting stock of the
Corporation; (ii) all or substantially all of the Corporation's assets, on a
consolidated basis, are sold as an entirety to any Person or related group of
Persons or there shall be consummated any consolidation or merger of the
Corporation (A) in which the Corporation is not the continuing or surviving
corporation (other than a consolidation or merger with a wholly-owned Subsidiary
of the Corporation in which all shares of Common Stock outstanding immediately
prior to the effectiveness thereof are changed into or exchanged for the same
consideration) or (B) pursuant to which the Common Stock would be converted into
cash, securities or other property, in any case, other than a consolidation or
merger of the Corporation in which the holders of the Common Stock immediately
prior to the sale of assets or consolidation or merger have, directly or
indirectly, at least a majority of the Common Stock of the transferee or
continuing or surviving corporation immediately after such sale of assets or
consolidation or merger or (iii) Lerner shall cease to beneficially own at least
30% of the total voting stock of the Corporation.

            "COMMON EQUIVALENTS" shall have the meaning ascribed thereto in the
Voting Agreement.

            "COMMON STOCK" means, collectively, the Common Stock, $.01 par
value, of the Corporation.

            "DESIGNATIONS" means, with respect to the Series B Preferred Stock
of the Corporation, the designations, powers, preference and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof.

            "DIVIDEND PERIOD" means (a) the period commencing as of the Original
Issuance Date and expiring as of September 30, 1997 or the date of redemption
of a share of Series B Preferred Stock, if earlier, and (b) thereafter each
period commencing on a Preferred Dividend Payment Date and expiring on the day
immediately preceding the next Preferred Dividend Payment Date or the date of
redemption of a share of Series B Preferred Stock, if earlier.

            "EFFECTIVE DATE" shall mean December 30, 1997.

            "ENCUMBRANCE" shall have the meaning ascribed thereto in the Stock
and Warrant Purchase Agreement.


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            "EQUITY OFFERING" shall mean any underwritten public offering for
the account of the Corporation of Common Stock pursuant to a registration
statement filed under the Securities Act.

            "EVENT OF DEFAULT" means a material breach of any of the
representations, warranties or covenants in any of the Related Documents that
continues (x) with respect to payment defaults, 10 days and (y) with respect to
all other defaults, 30 days after Notice from any holder of Series B Preferred
Stock.

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

            "EXISTING INDEBTEDNESS" means the Indebtedness of the Corporation
under the Credit Agreement.

            "GUARANTY" means any obligation, contingent or otherwise, of any
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation of any other Person in any manner, whether
directly or indirectly, including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment of such
Indebtedness or other obligation, (ii) to purchase property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (iii) to purchase or otherwise pay for
merchandise, materials, supplies, services or other property under an
arrangement which provides that payment for such merchandise, materials,
supplies, services or other property shall be made regardless of whether
delivery of such merchandise, materials, supplies, services or other property is
ever made or tendered, or (iv) to maintain the working capital, equity capital
or other financial statement condition of any primary obligor, PROVIDED,
HOWEVER, that the term Guaranty shall not include endorsement of instruments for
deposit and collection in the ordinary course of business.

            "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by (or which
customarily would be evidenced by) bonds, debentures, notes or similar
instruments, (c) all reimbursement obligations of such Person with respect to
letters of credit and similar instruments, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property
or assets purchased by such Person, (e) all obligations of such Person
incurred, issued or assumed as the deferred purchase price of property or
services other than accounts payable incurred and paid on terms customary in
the business of such Person (it being understood that the "deferred purchase
price" in connection with any purchase of property or assets shall include only
that portion of the purchase price which shall be deferred beyond the date on
which the purchase is actually consummated), (f) all obligations secured by (or
for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed, (g)
all obligations of such Person under forward sales, futures, options and other
similar hedging arrangements (including interest rate hedging or protection
agreements), (h) all obligations of such Person to purchase or otherwise pay
for merchandise, materials, supplies, services or other

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property under an arrangement which provides that payment for such merchandise,
materials, supplies, services or other property shall be made regardless of
whether delivery of such merchandise, materials, supplies, services or other
property is ever made or tendered, (i) all Guaranties by such Person of
obligations of others and (j) all capitalized lease obligations of such Person.

            "INVESTORS" shall have the meaning ascribed thereto in the Stock and
Warrant Purchase Agreement.

            "LERNER" means Michael Lerner and any Affiliate of Michael Lerner.

            "LIABILITY" means, to the Best Knowledge of the Corporation, any
material liability or obligation, asserted or unasserted, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated and whether due or
to become due, regardless of when asserted.

            "LIEN" means any security interest, lien, pledge, claim, charge,
escrow, encumbrance, option, right of first offer, right of first refusal,
preemptive right, mortgage, indenture, security agreement or other similar
agreement, arrangement, contract, commitment, understanding or obligation,
whether written or oral and whether or not relating in any way to credit or the
borrowing of money.

            "LIQUIDATION" shall mean any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation.

            "MATERIAL ADVERSE EFFECT" means, with respect to any Person, a
material adverse effect on the business, condition (financial and otherwise),
operations, results of operations, assets (including levels of working capital
and components thereof), Liabilities and customer, vendor and employee
relationships of such Person.

            "ORIGINAL COST" initially means, with respect to any share of Series
B Preferred Stock, $1,000. In the event of any change (by way of any
recapitalization, subdivision or recombination) in the number or kind of shares
of Preferred Stock, the Original Cost of such shares of Preferred Stock
immediately prior to such change shall be allocated ratably among such shares of
Preferred Stock immediately after such change.

            "ORIGINAL ISSUANCE DATE" shall mean July 30, 1997.

            "PERSON" shall be construed as broadly as possible and shall include
an individual, a partnership (including a limited liability partnership), a
corporation, an association, a joint stock company, a limited liability company,
a trust, a joint venture, an unincorporated organization and a Governmental
Authority.

            "QUALIFIED HOLDER" means (i) each Person who initially acquires
Series B Preferred Stock from the Corporation and (ii) any other holder of
Series B Preferred Stock who, together with its Affiliates, owns at least 25% of
the outstanding shares of Series B Preferred Stock at the time in question.


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            "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of July 30, 1997 among the Corporation and the Investors
named therein, as amended from time to time.

            "RELATED DOCUMENTS" means, this Certificate of Designation, the
Stock and Warrant Purchase Agreement, the Warrants, the SBA Letter, the Voting
Agreement, the Registration Rights Agreement and the Credit Agreement.

            "REQUISITE HOLDERS" shall mean, at any time, Persons holding a
majority of the shares of Series B Preferred Stock outstanding at such time.

            "SBA LETTER" shall have the meaning ascribed thereto in the Stock
and Warrant Purchase Agreement.

            "SECURITIES" means "securities" as defined in Section 2(1) of the
Securities Act.

            "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.

            "CREDIT AGREEMENT" shall have the meaning ascribed thereto in the
Stock and Warrant Purchase Agreement.

            "STOCK AND WARRANT PURCHASE AGREEMENT" means the Stock and Warrant
Agreement dated as of July 30, 1997 among the Corporation and the Investors
named therein, as amended from time to time.

            "STOCK OPTION PLANS" shall have the meaning ascribed thereto in the
Stock and Warrant Purchase Agreement.

            "SUBSIDIARY" shall have the meaning ascribed thereto in the Stock
and Warrant Purchase Agreement.

            "VOTING AGREEMENT" means the Voting Agreement dated as of July 30,
1997 among the Corporation, the Investors and the Stockholders named therein, as
amended from time to time.

            "WARRANTS" shall have the meaning ascribed thereto in the Stock and
Warrant Purchase Agreement.

   SECTION 3. DIVIDENDS AND DISTRIBUTIONS.

      (a) When, as, and if declared by the Board, out of funds legally available
for that purpose, the holders of Series B Preferred Stock shall be entitled to
receive dividends, which shall accrue on a daily basis at the Applicable
Dividend Rate on the sum of the Original Cost of a share of Series B Preferred
Stock plus all accumulated and unpaid dividends thereon, payable on each March
31, June 30, September 30 and December 31 (each, a "PREFERRED DIVIDEND PAYMENT
DATE"), the first such Preferred Dividend Payment Date being as of September


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30, 1997. Dividends shall accrue at the Applicable Dividend Rate regardless of
whether the Board has declared a dividend payment or whether there are any
profits, surplus or other funds of the Corporation legally available for
dividends. Any dividends which accrue pursuant to this SECTION 3(a) and which
are not paid on the next succeeding Preferred Dividend Payment Date shall be
classified as "accumulated dividends" and shall remain "accumulated and unpaid
dividends" until paid or otherwise satisfied pursuant to this Certificate of
Designation. Dividends on each share of Preferred Stock shall accrue pursuant
to this SECTION 3(a) from and including the Original Issuance Date to and
including the date such share is redeemed in full and all accrued but unpaid
dividends thereon are also paid in full. All payments due under this SECTION
3(a) to any holder of shares of Series B Preferred Stock shall be made to the
nearest cent.

      (b) The dividends payable with respect to the Series B Preferred Stock on
each Preferred Dividend Payment Date shall be paid to the holders of shares of
the Preferred Stock as they appear on the stock records of the Corporation on
such date (the "PREFERRED RECORD DATE") as shall be fixed by the Board, which
Preferred Record Date shall not be more than 60 days prior to the applicable
Preferred Dividend Payment Date and shall not precede the date upon which the
resolution fixing such Preferred Record Date is adopted, and if the Board shall
not fix a Preferred Record Date, the Preferred Record Date shall be deemed to
be the same date as the applicable Preferred Dividend Payment Date.

      (c) No dividend or distribution shall be paid to the holders of any class
of Series B Preferred Stock pursuant to this SECTION 3 in any form of
consideration other than cash (or the accumulation thereof in accordance with
the provisions of this Certificate) unless the Requisite Holders, at the time
of the distribution, approve such distribution (including the valuation of the
consideration being distributed).

      (d) Except as otherwise provided herein, if at any time the Corporation
pays less than the total amount of dividends then accrued with respect to the
Series B Preferred Stock, such payment shall be distributed ratably among the
holders of the Series B Preferred Stock based upon the number of shares of
Series B Preferred Stock then held by each holder.

   SECTION 4. LIQUIDATION.

       In the event of any Liquidation, the holders of shares of Series B
Preferred Stock then outstanding shall be entitled to receive, out of the assets
of the Corporation legally available for distribution to its stockholders,
before any payment shall be made to the holders of any stock ranking on
Liquidation junior to the Series B Preferred Stock, an amount per share equal to
the Original Cost of such share plus an amount equal to all accrued and unpaid
dividends (whether or not declared) on each share, if any, to the date of
payment (the "SERIES B PREFERRED LIQUIDATION PREFERENCE"). If, upon any
Liquidation, the assets of the Corporation available for distribution to its
stockholders shall be insufficient to pay the holders of shares of the Series B
Preferred Stock the full amounts to which they respectively shall be entitled,
the holders of shares of Series B Preferred Stock shall share ratably in any
distribution of assets according to the respective amounts which would be
payable with respect to the shares held by them upon such distribution if all
amounts payable on or with respect to said



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shares were paid in full. In the event of any Liquidation, after payment shall
have been made to the holders of shares of Series B Preferred Stock in the full
amount to which they are entitled, the holders of shares of capital stock
ranking junior to the Series B Preferred Stock on Liquidation shall be
entitled, to the exclusion of the holders of the Series B Preferred Stock, to
share, according to their respective rights and preferences, in all remaining
assets of the Corporation available for distribution to its stockholders.

    SECTION 5. REDEMPTION.

      (a) REDEMPTION AT THE CORPORATION'S OPTION. The Corporation may redeem at
any time and at its option, any or all of the shares of Series A Preferred Stock
then outstanding. The per share redemption price at which shares of Class B
Preferred Stock are to be redeemed pursuant to this SECTION 5(a) shall be equal
to the Original Cost thereof plus all accrued and unpaid dividends thereon. If
less than all of the outstanding shares of the Class B Preferred Stock are to be
redeemed pursuant to this SECTION 5(a), the shares shall be redeemed from the
holders thereof PRO RATA based upon the number of shares of Class B Preferred
Stock held by each such holder. At least 10 days but not more than 180 days
prior to the date fixed for any redemption pursuant to this SECTION 5(a) (each,
a "Company Redemption Date") of shares of the Class B Preferred Stock, a written
notice (the "Company Redemption Notice") shall be given to each holder of record
of shares of the Class B Preferred Stock to be redeemed. Such notice shall
specify (1) the number of shares being redeemed from such holder, (2) the
Company Redemption Date, (3) the amount to be paid for each share of Class B
Preferred Stock to be redeemed and (4) any conditions precedent to the
redemption. The Company Redemption Notice shall call upon such holder to
surrender to the Corporation on the Company Redemption Date, the certificate or
certificates representing the number of shares of the Class B Preferred Stock to
be redeemed from such holder as specified in the Company Redemption Notice. If
less than all of the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the shares not redeemed.

      (b) OTHER REDEMPTIONS. (i) At any time on or after the first to occur of
(A) the sixth anniversary of the Original Issuance Date, (B) 180 days after the
date upon which the Corporation repays all its indebtedness under the Credit
Agreement (but not earlier than the fifth anniversary of the Original Issuance
Date), (C) a Change of Control, (D) an Equity Offering or (E) 90 days after the
occurrence or continuation of an Event of Default; AND (provided that conditions
(A) and (B) described in clause (ii) of this Section 5(b) are met and complied
with) at any time on and after the Effective Date; the Requisite Holders may
elect to have the Corporation redeem all (but not less than all) of the
outstanding shares of Series B Preferred Stock (except in the case of either the
occurrence of the situation described in (i) of the definition of Change of
Control with respect to 51% (and not 30%) or more of the total voting stock or
of the occurrence of any of the situations described in (ii) of the definition
of Change of Control, and in any such case all of the outstanding shares of
Series B Preferred Stock shall, at the election of the Corporation by service of
notice to the holders of shares of Series B Preferred Stock, be mandatorily
redeemed, in which case the Corporation shall be required to redeem all
outstanding shares of Series B Preferred Stock) at a price per share equal to
the Original Cost thereof plus all accrued and unpaid dividends thereon, by
giving written notice to the Corporation of such election (which written notice
shall be deemed to have been given in the case of the occurrence of any of the
situations described in the prior parenthetical provided that the Corporation
shall previously have served prior notice as required by the provisions
contained in the prior parenthetical) (the "INVESTOR NOTICE OF ELECTION"),
whereupon the Corporation shall be obligated to repurchase such shares of Series
B Preferred Stock on such date (the "INVESTOR REDEMPTION DATE") as shall be
determined by the Corporation, but in any event not earlier than 10 days and not
later than 30 days after the date on which the Investor Notice of Election is
delivered (or deemed to be delivered, as the case may be) to the Corporation.
Promptly (but in no event later than five days) after the delivery of the
Investor Notice of Election to the Corporation (or its deemed delivery, as the
case may be), the Corporation shall send written notice (the "REDEMPTION
NOTICE") to each of the holders of the Series B Preferred Stock. The Redemption
Notice shall specify the Investor Redemption Date and the location of the
Corporation's principal executive office or place of business where the closing
will occur.

      (ii) If the Requisite Holders wish to elect to have the Corporation
redeem the outstanding shares of Series B Preferred Stock at any time on and
after the Effective Date but


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prior to the first to occur of the events described in clause (A) through (E) of
Section 5(b)(i), they may do so only if (A) they are, at such time, collectively
the registered owners of all of the Warrants issued by the Corporation pursuant
to the Stock and Warrant Purchase Agreement, except for any Warrants cancelled
in accordance with their terms (together with any Warrants issued after the
Original Issue Date in substitution or exchange for any Warrants in accordance
with the provisions of the Stock and Warrant Purchase Agreement or the
Warrants), and (b) they surrender all such Warrants to the Corporation for
cancellation for no consideration simultaneously with the delivery of the
Investor Notice of Election.
 
      (c) REDEMPTION CLOSING.

            (i)  The closing of the Corporation's redemption of the Series B
      Preferred Stock pursuant to SECTIONS 5(a) and 5(b) above shall take place
      at 11:00 a.m. New York City time on the date upon which the Change of
      Control is consummated, the Company Redemption Date or the Investor
      Redemption Date (as applicable) at the Corporation's principal executive
      office or place of business. At the closing, the Corporation shall pay to
      each of the holders of the Series B Preferred Stock, against the
      Corporation's receipt from such holder of the certificate or certificates
      representing the shares of such series of Series B Preferred Stock then
      held by such holder, an amount equal to the aggregate payment due pursuant
      to this Section for all such shares. All such payments shall be made by
      wire transfer of immediately available funds, or if such holder shall not
      have specified wire transfer instructions to the Corporation prior to the
      closing, by certified or official bank check made payable to the order of
      such holder.
        
            (ii) In the event of a redemption pursuant to clause (D) of SECTION
      5(b) above, the Series B Preferred Stock shall be redeemable only to the
      extent of the net proceeds to the Corporation from such Equity Offering
      after repayment, if applicable, of sums contractually payable, if any, by
      the Corporation pursuant to the Credit Agreement. If the funds of the
      Corporation legally available subsequent to an Equity Offering for
      redemption of shares of Series B Preferred Stock are insufficient to
      redeem the total number of such shares to be redeemed on such date, (A)
      those funds which are legally available shall be used to redeem the
      maximum possible number of shares ratably among the holders of such shares
      based upon the aggregate number of such shares held by each such holder
      and (B) the net proceeds to the Corporation from any subsequent Equity
      Offerings shall be used to redeem the remaining number of shares left
      outstanding after the ratable redemption contemplated under clause (A)
      hereunder.

            (iii) If the funds of the Corporation legally available (and without
      rendering the Corporation insolvent) for redemption of shares of Series B
      Preferred Stock on any Investor Redemption Date are insufficient to redeem
      the total number of such shares to be redeemed on such date, those funds
      which are legally available (and which will not render the Corporation
      insolvent) shall be used to redeem the maximum possible number of shares
      ratably among the holders of such shares based upon the aggregate number
      of such shares held by each such

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      holder. At any time thereafter when additional funds of the Corporation
      are legally available (and which will not render the Corporation
      insolvent) for the redemption of shares (including, without limitation,
      funds from any Equity Offerings) such funds shall immediately be used to
      redeem the balance of the shares which the Corporation has become
      obligated to redeem on any Investor Redemption Date but which it had not
       redeemed.

            (iv) No shares of Series B Preferred Stock are entitled to any
      dividends accruing after the date on which the full redemption price for
      such share is paid to the holder thereof. On such date all rights of the
      holder of such share shall cease, and such share shall not be deemed to be
      outstanding.

            (v) Any shares of Series A Preferred Stock which are redeemed or
      otherwise acquired by the Corporation shall be canceled and shall not be
      reissued (as treasury shares), sold or transferred.

            (vi) Neither the Corporation nor any subsidiaries of the Corporation
      shall offer to purchase, redeem or acquire any shares of Series B
      Preferred Stock other than pursuant to the terms of this Certificate of
      Designation or pursuant to a purchase offer made to all holders of Series
      B Preferred Stock pro rata based upon the number of such shares owned by
      each such holder.

    SECTION 6. VOTING.

      (a) Except as otherwise required by law and by paragraph (b) below, the
holders of Series B Preferred Stock shall not be entitled to vote such shares on
any matter on which the stockholders of the Corporation shall be entitled to
vote, and shares of Series B Preferred Stock shall not be included in
determining the number of shares voting or entitled to vote on any such matters.

      (b) So long as any shares of Series B Preferred Stock are outstanding, the
Corporation shall not, without the affirmative vote of the holders of at least a
majority of the shares of Series B Preferred Stock then outstanding, or the
unanimous written consent of the holders of all the outstanding shares of Series
B Preferred Stock, in each case with holders of Series B Preferred Stock being
entitled to one vote for each share held on any matter as to which they shall be
entitled to vote, change the Designations with respect to the Series B Preferred
Stock so as to affect such stock adversely.

    SECTION 7. COVENANTS.

      (a) As long as any shares of Series B Preferred Stock remain outstanding,
the Corporation shall, and shall cause its Subsidiaries, as applicable, to:

            (i) pay or accrue, as the case may be, the required dividends on the
      shares of Series B Preferred Stock and any other amounts payable under
      the Related Documents in accordance with the terms of this Certificate.
        


        
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            (ii) pay and discharge, and cause each of its Subsidiaries to pay
      and discharge, before the same shall become delinquent, (i) all amounts of
      taxes, assessments and governmental charges or levies imposed upon it or
      upon its property and (ii) all lawful claims that, if unpaid, could
      reasonably be expected by law to become an Encumbrance upon its property;
      provided, however, that neither the Corporation nor any of its
      Subsidiaries shall be required to pay or discharge any such tax,
      assessment, charge or claim (y) that is being contested in good faith and
      by proper proceedings and as to which appropriate reserves are being
      maintained or (z) the non-payment or non-discharge of which could not
      reasonably be expected to have a Material Adverse Effect.

            (iii) shall preserve and maintain, and cause each of its
      Subsidiaries to preserve and maintain, its corporate existence; provided,
      however, that any Subsidiary may merge or consolidate with any other
      Subsidiary or the Corporation. The Corporation shall preserve and
      maintain, and cause each of its Subsidiaries to preserve and maintain, its
      rights (charter and statutory), and all material permits, licenses,
      approvals, privileges and franchises necessary or desirable in the normal
      conduct of its business, except any thereof the non-preservation or
      non-maintenance of which could not reasonably be expected to have a
      Material Adverse Effect.

            (iv) shall keep, and cause each of its Subsidiaries to keep, proper
      books of record and account, in which entries which are full and correct
      in all material respects shall be made of all financial transactions and
      the assets and business of the Corporation and each such Subsidiary in
      accordance with generally accepted accounting principles.

            (v) shall maintain and preserve, and cause each of its Subsidiaries
      to maintain and preserve, all of its properties that are reasonably
      required in the conduct of its business in good working order and
      condition, ordinary wear, tear and depletion excepted, except any thereof
      the non-maintenance or non-preservation of which could not reasonably be
      expected to have a Material Adverse Effect.

            (vi) conduct, and cause each of its Subsidiaries to conduct, all
      transactions otherwise permitted under the Related Documents with any of
      their Affiliates on terms that are fair and reasonable and no less
      favorable to the Company or such Subsidiary than it would obtain in a
      comparable arm's-length transaction with a Person not an Affiliate.

      (b) The Corporation shall not, without the affirmative consent or approval
of the Requisite Holders:

            (i) in any manner authorize, create, designate, issue or sell any
      class or series of capital stock of the Corporation (including any shares
      of treasury stock) or rights, options, warrants or other Securities
      convertible into or exercisable or 






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<PAGE>   11
      exchangeable for capital stock or any debt security which by its terms is
      convertible into or exchangeable for any equity security or has any other
      equity participation feature or any security that is a combination of
      debt and equity, which, in each case as to the equity or convertible
      component thereof, as to the payment of dividends, distribution of assets
      or redemptions, including, without limitation, distributions to be made
      upon the liquidation, dissolution or winding up of the Corporation or a
      merger, consolidation or sale of the assets thereof, is senior to or pari
      passu with the Series B Preferred Stock;
        
            (ii) reclassify any Securities of the Corporation into shares of any
      class or series of capital stock of the Corporation (A) ranking, either as
      to payment of dividends, distributions of assets or redemptions,
      including, without limitation, distributions to be made upon the
      liquidation, dissolution or winding up of the Corporation or a merger,
      consolidation or sale of the assets thereof, senior to or pari passu with
      the Series B Preferred Stock or (B) which in any manner adversely affects
      the rights of the holders of Series B Preferred Stock in their capacity as
      such;

            (iii) in any manner authorize, issue or sell any shares of Series B
      Preferred Stock other than as contemplated by the Stock and Warrant
      Purchase Agreement or this Certificate;

            (iv) reclassify, cancel or in any manner alter or change the terms,
      designations, powers, preferences or relative, optional or other special
      rights, or the qualifications, limitations or restrictions thereof, of the
      Series B Preferred Stock;

            (v) amend, repeal or modify any provision of this Certificate of
      Designation that adversely affects the powers, preferences or special
      rights of the Series B Preferred Stock;

            (vi) redeem or repurchase any shares of capital stock of the
      Corporation or any warrants, options or other derivative Securities or
      rights to acquire any shares of capital stock of the Corporation (other
      than (x) pursuant to the Stock and Warrant Purchase Agreement, (y) the
      redemption of capital stock of the Corporation pursuant to the provisions
      of this Certificate of Designation and (z) the "cashless exercise" of
      employee stock options pursuant to the Stock Option Plans);
        
            (vii) incur any Indebtedness or create any Lien on the assets of the
      Corporation in connection therewith except for (i) the Existing
      Indebtedness or Indebtedness used to refinance the Existing Indebtedness
      or (ii) funded Indebtedness incurred for normal, ordinary course working
      capital requirements which is only secured (if at all) by current assets;




                                      -11-
<PAGE>   12
            (viii) enter to any commitment to a third party, or otherwise bind
      the Corporation to a third party, concerning any single or series of
      related capital expenditures in excess of a limit set annually by the
      Board;

            (ix) declare, pay or set aside or reserve amounts for the payment of
      any dividend on or with respect to any Common Stock or other capital stock
      issued by the Corporation that is junior to or on a par with the Series B
      Preferred Stock;

            (x) enter into any transaction with any Affiliate of the Corporation
      (an "AFFILIATE TRANSACTION") on terms more favorable to such Affiliate
      than would have been obtainable in a transaction with an unrelated third
      party on an arms-length basis in the ordinary course of business;

            (xi) enter into or engage in any business or activity other than the
      Business;

            (xii) enter into any agreement or commitment or otherwise become
      bound or obligated to do or perform any of the foregoing actions; or

            (xiii) permit the number of members of the Board (other than members
      appointed or selected by the Investors) of the Corporation to exceed ten
      (10) and the Corporation agrees to use its best efforts to add the
      respective designees of BT Capital and Bear Stearns to the extent it is
      obligated to do so pursuant to the Voting Agreement.

            SECTION 8. INFORMATION RIGHTS.

      (a) FINANCIAL REPORTS. The Corporation shall furnish each Qualified Holder
with the following:

            (i) QUARTERLY STATEMENTS. (a) Upon the request of such Qualified
      Holder, within 45 days after the end of each quarterly accounting period,
      except after the end of the fourth quarterly accounting period in the
      Corporation's fiscal year in which case the time period shall be 90 days,

      an unaudited financial report of the Corporation, which report shall be
      prepared in accordance with generally accepted accounting principles
      consistently applied, and which shall include the following:

                  (A) a profit and loss statement for such quarterly accounting
      period, together with a cumulative profit and loss statement from the
      first day of the current year to the last day of such quarterly accounting
      period;

                  (B) a balance sheet as at the last day of such quarterly
      accounting period;

                                      -12-
<PAGE>   13

                  (C) a cash flow analysis for such quarterly accounting period
      on a cumulative basis for the fiscal year to date;

                  (D) a schedule showing all expenditures of a capital nature in
      excess of $250,000 individually during such quarterly accounting period;
      and

                  (E) a comparison between the actual figures for such quarterly
      accounting period and the comparable figures (with respect to clauses (i)
      and (ii) only) for the prior year (if any) for such quarterly accounting
      period, with an explanation of any material differences between them.

            (ii) Copies of all financial statements, reports, press releases,
      notices, proxy statements and other documents sent by the Corporation to
      its stockholders generally or released to the public and copies of all
      regular and periodic reports filed by the Corporation with the SEC, or any
      securities exchange.

            (iii) Upon the request of such Qualified Holder, copies of all
      reports prepared for or delivered to the management of the Corporation by
      its Accountants;

            (iv) Upon the request of such Qualified Holder, any other routinely
      collected financial or other information available to management of the
      Corporation (including, without limitation, routinely collected
      statistical data);

            (v) Upon the request of such Qualified Holder, within sixty (60)
      days after commencement of each new fiscal year, a business plan and
      projected financial statements for such fiscal year, which financial
      statements shall include a comparison between the actual figures for such
      fiscal year and the comparable figures for the prior year (if any) for
      such fiscal year, with an explanation of any material differences between
      them; and

            (vi) Promptly following its receipt of notice of the commencement of
      any action, suit, claim, legal or administrative or arbitration proceeding
      or investigation, any of which could reasonably be expected, on the basis
      of current economic conditions and other facts and circumstances known to
      the Corporation at the time, to have a material adverse effect on the
      financial condition and operations of the Corporation, the Corporation
      shall deliver a written notice to each Qualified Holder describing in
      reasonable detail such proceeding.

            (B) ACCESS TO RECORDS AND PROPERTIES.

            (i) The Corporation shall afford to any Qualified Holder and its
      employees, counsel and other authorized representatives, during normal
      business hours, access, upon reasonable advance notice, to all of the
      books, records and properties of the Corporation and to make copies of
      such records and permit such Persons to discuss all aspects of the
      Corporation with any officers, employees or accountants of the
      Corporation; provided, however, that such investigation shall 

                                      -13-
<PAGE>   14

      not unreasonably interfere with the operations of the Corporation. The
      Corporation will instruct its independent public accountants to discuss
      such aspects of the financial condition of the Corporation with any such
      holder and its representatives as such holder may reasonably request, and
      to permit such holder and its representatives to inspect, copy and make
      extracts from such financial statements, analyses, work papers and other
      documents and information (including electronically stored documents and
      information) prepared by such accountants with respect to the Corporation
      as such holder may reasonably request. All costs and expenses incurred by
      such holder and its representatives in connection with exercising such
      rights of access shall be borne by such Persons, and all out-of-pocket
      costs and expenses incurred by the Corporation in complying with any
      extraordinary requests by such holder and its representatives in
      connection with exercising such access rights shall be borne by such
      holder.
        
            (ii) Each Qualified Holder shall use best efforts to maintain the
      confidentiality of any confidential and proprietary information obtained
      by it under this SECTION 8 and shall not use, or permit the use of, any of
      such confidential and proprietary information in its business or the
      business of any company in which it may have an ownership interest or in
      any manner or for any other purpose except as contemplated hereby;
      provided, however, that the foregoing shall in no way limit or otherwise
      restrict the ability of such holder or such authorized representatives to
      disclose any such information concerning the Corporation which it may be
      required to disclose (i) to its partners or limited partners to the extent
      required to satisfy its

      fiduciary obligations to such persons or (ii) otherwise pursuant to or as
      required by law.

            (c) OBSERVER RIGHTS.

            (i) The Corporation hereby covenants that the holders of Preferred
      Stock shall have the right to have that number of representatives (each
      such representative, an "OBSERVER") determined as hereinafter provided
      present at all meetings of the Board. Such right shall from time to time
      be exercisable by delivery to the Corporation of written notice from the
      Requisite Holders specifying the names of such Observers. The number of
      Observers shall at all times and from time to time be equal to that number
      of members of the Board that the holders of the Common Equivalents are
      then entitled to designate pursuant to the Voting Agreement but whose
      seats on the Board are at the time vacant.

            (ii) The Corporation will give each Observer reasonable prior notice
      (it being agreed that the same prior notice given to the Board shall be
      deemed reasonable prior notice) in any manner permitted in the
      Corporation's By-laws for notices to directors of the time and place of
      any proposed meeting of the Board, such notice in all cases to include
      true and complete copies of all documents furnished to any director in
      connection with such meeting. Each such Observer will be entitled to be
      present in person as an observer at any such meeting or, if a      


                                      -14-
<PAGE>   15
      meeting is held by telephone conference, to participate therein for the
      purpose of listening thereto.
        
            (iii) The Corporation will deliver to each Observer copies of all
      papers which may be distributed from time to time to the directors of the
      Corporation at such time as such papers are so distributed to them,
      including copies of any written consent.

            SECTION 9. MISCELLANEOUS.

      (a) REGISTRATION OF TRANSFER. The Corporation shall keep at its principal
office (or such other place as the Corporation reasonably designates) a
register for the registration of shares of the Series B Preferred Stock. Upon
the surrender of any certificate representing shares of the Series B Preferred
Stock at such place, the Corporation shall, at the request of the registered
holder of such certificate, execute and deliver a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of the Series B Preferred Stock represented by the surrendered
certificate, and the Corporation forthwith shall cancel such surrendered
certificate. Each such new certificate will represent such number of shares of
the Series B Preferred Stock as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate. Subject to any other restrictions on transfer to which such holder
or the Series B Preferred Stock may be bound, the Corporation will also
register such new certificate in such name as requested by the holder of the
surrendered certificate.

      (b) REPLACEMENT. Upon receipt of evidence reasonably satisfactory to the
Corporation (an affidavit of the registered holder will be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of the Series B Preferred Stock, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation (provided, however, that if the holder is a
nationally-chartered financial institution or other institutional investor, its
own agreement will be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such number of shares of the Series B Preferred Stock
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

      (c) NOTICES. All notices referred to herein shall be in writing, shall be
delivered personally or by first class mail, postage prepaid, and shall be
deemed to have been given when so delivered or mailed to the Corporation at its
principal executive offices and to any stockholder at such holder's address as
it appears in the stock records of the Corporation (unless otherwise specified
in a written notice to the Corporation by such holder).

                                    * * * * *





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