CERTIFICATE OF INCORPORATION

                                       OF

                           ESQUIRE COMMUNICATIONS LTD.


          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:

          FIRST: The name of this Corporation (hereinafter called the
"Corporation") is Esquire Communications Ltd.

          SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, City of Wilmington, County of New Castle 19801; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
The Corporation Trust Company.

          THIRD: The nature of the business and of the purposes to be conducted
and promoted by the Corporation are to conduct any lawful business, to promote
any lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

          FOURTH: The total number of shares of stock which the Corporation is
authorized to issue is 11,000,000 shares, of which 10,000,000 shares shall be
designated Common Stock, $.01 par value per share, and 1,000,000 shares shall be
designated Preferred Stock, $.01 par value per share. A. The Board of Directors
of the Corporation is hereby expressly granted the authority by resolution or
resolutions to issue one or more series of Preferred Stock with such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights, and with such
qualifications, limitations or restrictions thereon, as shall be stated and
expressed by the Board of Directors in such resolution or resolutions. B. Each
holder of Common Stock shall be entitled to vote and shall have one vote for
each share thereof held.

          FIFTH: The name and mailing address of the incorporator

are  as follows:           Martin H. Neidell, Esq.
                           Stroock & Stroock & Lavan LLP
                           180 Maiden Lane
                           New York, New York  10038-4982

          SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders, of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three- fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders, of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

          SEVENTH: The original By-Laws of the Corporation shall be adopted by
the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws,
and to adopt any new By-Law, shall be vested in the Board of Directors.

          EIGHTH: To the fullest extent that the General Corporation Law of the
State of Delaware, as it exists on the date hereof or as it may hereafter be
amended, permits the limitation or elimination of the liability of directors, no
director of this Corporation shall be personally liable to this Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Notwithstanding the foregoing, a director shall be liable to the
extent provided by applicable law (1) for any breach of the directors' duty of
loyalty to the Corporation or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the General Corporation Law of the State of
Delaware, or (4) for any transaction from which the director derived any
improper personal benefit. Neither the amendment or repeal of this Article, nor
the adoption of any provision of this Certificate of Incorporation inconsistent
with this Article shall adversely affect any right or protection of a director
of the Corporation existing at the time of such amendment or repeal.

          NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. The Corporation shall advance expenses to the
fullest extent permitted by said section. Such right to indemnification and
advancement of expenses shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. The indemnification and
advancement of expenses provided for herein shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.

          Executed at New York, New York on February 9, 1993.

                                    /S/ Martin H. Neidell
                                     Martin H. Neidell, Incorporator


<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           ESQUIRE COMMUNICATIONS LTD.

                        ---------------------------------

                            Under Section 242 of the
                        Delaware General Corporation Law
                        ---------------------------------

          It is hereby certified that:

          1. The name of the corporation (hereinafter called the "Corporation")
is Esquire Communications Ltd.

          2. The Certificate of Incorporation of the Corporation is hereby
amended to amend the first paragraph of Article FOURTH to increase the number of
shares of Common Stock which the Corporation is authorized to issue. The first
paragraph of Article FOURTH is hereby amended to read as follows:

                  "FOURTH:  The total number of shares of
         stock  which the Corporation is authorized to issue is
         26,000,000 shares, of which 25,000,000 shares shall be designated
         Common Stock, $.01 par value per share, and 1,000,000 shares shall be
         designated Preferred Stock, $.01 par value per share."

          3. This Certificate of Amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          Signed and attested to this 4th day of June, 1996.

                                   /s/ Malcom L. Elvey
                                       Name:  Malcolm L. Elvey
                                       Title: Chairman of the Board

Attest:

/s/ Vascan Thatham
Name:  Vasan Thatham
Title: Secretary

<PAGE>


                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RELATIVE,
                        PARTICIPATING, OPTIONAL OR OTHER
                              SPECIAL RIGHTS OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.
                               (the "Corporation")

                        ---------------------------------

                            Under Section 151 of the
                        Delaware General Corporation Law
                        ---------------------------------

          Esquire Communications Ltd., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

          That, pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation, the Board of Directors, at a meeting duly
called and held, adopted a resolution providing for the authorization of a
series of Preferred Stock consisting of 15,000 shares of Series A Convertible
Preferred Stock, which resolution is as follows:

                  RESOLVED, that pursuant to Article FOURTH of the Certificate
         of Incorporation of the Corporation, there be and hereby is authorized
         and created a series of Preferred Stock, hereby designated as the
         Series A Convertible Preferred Stock (the "SERIES A PREFERRED") to
         consist of 15,000 shares with a par value of $.01 per share and that
         the designations, preferences and relative participating, optional or
         other special rights of the Series A Preferred, and the qualifications,
         limitation or restrictions thereof be as follows:

          Section 1. DIVIDENDS.

          1.1 GENERAL OBLIGATION. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the General Corporation Law
of Delaware, the Corporation shall pay preferential dividends in cash to the
holders of the Series A Convertible Preferred Stock (the "SERIES A PREFERRED")
as provided in this Section 1. Dividends on each share of the Series A Preferred
(a "SHARE") shall accrue o a daily basis at the rate of 6% per annum, subject to
adjustments pursuant to Sections 1.4 and 9.2 (the "DIVIDEND RATE"), of the
Liquidation Value thereof from and including the date of issuance of such Share
to and including the first to occur of (i) the date on which the Liquidation
Value of such Share, plus all accrued and unpaid dividends thereon, is paid to
the holder thereof in connection with the liquidation of the Corporation or the
redemption of such Share by the corporation, (ii) the date on which such Share
is converted into shares of Conversion Stock hereunder or (iii) the date on
which such Share is otherwise acquired by the Corporation. Such dividends shall
accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Corporation legally available for the
payment of dividends, and such dividends shall be cumulative such that all
accrued and unpaid dividends shall be fully paid or declared with funds
irrevocably set apart for payment before any dividends, distributions,
redemptions or other payments may be made with respect to any Junior Securities
(as defined in Section 12 below). The date on which the Corporation initially
issues any Share shall be deemed to be its "date of issuance" regardless of the
number of times transfer of such Share is made on the stock records maintained
by or for the Corporation and regardless of the number of certificates which may
be issued to evidence such Share.

          1.2 DIVIDEND PAYMENT DATES. All dividends which have accrued on the
Series A Preferred shall be payable on November 1 of each year, beginning
November 1, 1997 (the "DIVIDEND PAYMENT DATE"). Failure to pay the accrued
dividends on the Shares on the Dividend Payment Date shall be an Event of
Noncompliance (as defined in Section 9 below).

          1.3 DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. 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 A Preferred, such payment
shall be distributed pro rata among the holders thereof based upon the number of
Shares held by each such holder.

          1.4 SEVENTH ANNIVERSARY INCREASE IN DIVIDEND RATE. Upon the seventh
anniversary of the Closing (as defined in the Purchase Agreement defined in
Section 12 below), if the Series A Preferred is still outstanding, then the
Dividend Rate shall increase to 15% per annum.

          Section 2. LIQUIDATION.

          Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Series A Preferred shall be
entitled to receive, prior and in preference to any distribution or payment made
to the holders of any Junior Securities, an amount in cash equal to the
aggregate Liquidation Value of all Shares held by such holder, plus all accrued
and unpaid dividends thereon, and the holders of Series A Preferred shall not be
entitled to any further payment. If upon any such liquidation, dissolution or
winding up of the Corporation the Corporation's assets to be distributed among
the holders of the Series A Preferred are insufficient to permit payment to such
holders of the aggregate amount which they are entitled to be paid under this
Section 2, then the entire assets available to be distributed to the
Corporation's stockholders shall be distributed pro rata among such holders of
Series A Preferred based upon the aggregate Liquidation Value, plus all accrued
and unpaid dividends, of the Series A Preferred held by each such holder. Prior
to the liquidation, dissolution or winding up of the Corporation, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Series A Preferred, but only to the extend of funds of the
Corporation legally available for the payment of dividends. Not less than 30
days prior to the payment date stated therein, the Corporation shall mail
written notice of any such liquidation, dissolution or winding up to each record
holder of Series A Preferred, setting forth in reasonable detail the amount of
proceeds to be paid with respect to each Share and each share of Common Stock in
connection with such liquidation dissolution or winding up. Neither the
consolidation or merger of the Corporation into or with any other entity or
entities (whether or not the Corporation is the surviving entity), nor the sale
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation nor any other form of
recapitalization or reorganization affecting the Corporation shall be deemed to
be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section 2. Instead, upon the occurrence of any event set forth
in the foregoing sentence, the provisions of Section 6.5 shall become
applicable.

          Section 3. PRIORITY OF SERIES C PREFERRED ON DIVIDENDS AND
REDEMPTIONS.

          So long as any Series A Preferred remains outstanding, without the
prior written consent of the holders of a majority of the outstanding shares of
Series A Preferred, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Securities, nor shall the Corporation directly or indirectly pay or
declare any dividend or make any distribution upon any Junior Securities, if at
any time of or immediately after any such redemption, purchase, acquisition,
dividend or distribution the Corporation has failed to or will be unable to pay
the full amount of dividends accrued on the Series A Preferred.

          Section 4. REDEMPTIONS.

          4.1 OPTIONAL REDEMPTIONS. The Corporation may redeem upon not less
than 30 day's notice at any time after (a) the fourth anniversary of the Closing
all, but not less than all, of the Shares of Series A Preferred then
outstanding; provided that the Average Market Price (determined at the time of
the sending of the notice) of Common Stock is not less than 200% of the
applicable Conversion Price or (b) the seventh anniversary of the Closing all,
but not less than all, of the Shares of Series A Preferred then outstanding.
Upon any such redemption, the Corporation shall pay to each holder of Shares a
price per Share equal to the Liquidation Value thereof, plus all accrued and
unpaid dividends thereon. At any time prior to the Redemption Date (as defined
in Section 12 below) any holder of Shares may elect to convert such holder's
Shares into Conversion Stock.

          4.2 REDEMPTION PAYMENTS. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Share) an amount in cash equal to
the Liquidation Value of such Share, plus all accrued and unpaid dividends
thereon. If the funds of the Corporation legally available for redemption of
Shares on any Redemption Date are insufficient to redeem the total number of
Shares to be redeemed on such date, the Corporation may not make a redemption
pursuant to Section 4.1. Prior to any redemption of Series A Preferred, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Shares which are to be redeemed, but only to the extent of funds
of the Corporation legally available for the payment of dividends.

          4.3 NOTICE OF REDEMPTION. Except as otherwise provided herein, the
Corporation shall mail written notice of any redemption of any Series A
Preferred to each record holder thereof not more than 60 nor less than 30 days
prior to the date on which such redemption is to be made. Upon mailing any
notice of redemption which relates to a redemption at the Corporation's option,
the Corporation shall become obligated to redeem the total number of Shares
specified in such notice at the time of redemption specified therein which are
not converted prior to such time.

          4.4 DIVIDENDS AFTER REDEMPTION DATE. No Share shall be entitled to any
dividends accruing after the date on which the Liquidation Value of such Share,
plus all accrued and unpaid dividends thereon, is paid to the holder of such
Share. On such date, all rights of the holder of such Share shall cease, and
such Share shall no longer be deemed to be issued and outstanding.

          4.5 REDEEMED OR OTHERWISE ACQUIRED SHARES. Any Shares which are
redeemed or otherwise acquired by the Corporation shall be canceled and retired
to authorized but unissued shares and shall not be reissued, sold or transferred
as Series A Preferred.

          4.6 OTHER REDEMPTIONS OR ACQUISITION. The Corporation shall not, nor
shall it permit any Subsidiary to, redeem or otherwise acquire any Shares of
Series A Preferred, except as expressly authorized herein.

          Section 5. VOTING RIGHTS.

          The holders of the Series A Preferred shall be entitled to notice of
all stockholders meetings in accordance with the Corporation's bylaws, and the
holders of the Series A Preferred shall be entitled to vote on all matters
submitted to the stockholders for a vote together with the holders of the Common
Stock voting together as a single class with each share of Common Stock entitled
to one vote per share and each Share of Series A Preferred entitled to one vote
for each whole share of Conversion Stock issuable upon conversion of the Series
A Preferred as of the record date for such vote or, if no record date is
specified, as of the date of such vote; provided, however, that all Shares held
beneficially or of record by a holder shall be aggregated in determining the
number of whole shares of Conversion Stock and thus the number of votes.

          Section 6. CONVERSION.

          6.1 CONVERSION PROCEDURE.

          (a) At any time, any holder of Series A Preferred may convert all, but
not less than all, of the Series A Preferred held by such holder into a number
of shares of Conversion Stock (as defined in Section 12 below) computed by
multiplying the number of Shares to be converted by the Liquidation Value, plus
any accrued and unpaid dividends thereon, and dividing the result by the
Conversion Price (as defined in Section 6.2 below) then in effect.

          (b) Except as otherwise provided herein, each conversion of Series A
Preferred shall be deemed to have been effected as of the close of business on
the date on which the certificate or certificates representing the Series A
Preferred to be converted have been surrendered for conversion at the principal
office of the Corporation. At the time any such conversion has been effected,
the rights of the holder of the Shares converted as a holder of Series A
Preferred shall cease and the Person or Persons in whose name or names any
certificate or certificates for shares of Conversion Stock are to be issued upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Conversion Stock represented thereby.

          (c) The conversion rights of any Share subject to redemption hereunder
shall terminate on the Redemption Date for such Share unless the Corporation has
failed to pay to the holder thereof the Liquidation Value of such Share, plus
all accrued and unpaid dividends thereon.

          (d) Notwithstanding any other provision hereof, if a conversion of
Series A Preferred is to be made in connection with a Public Offering, Organic
Change (as defined in Section 6.5 below) or other transaction affecting the
Corporation, the conversion of any Shares of Series A Preferred may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated.

          (e) As soon as possible after a conversion has been effected (but in
any event within five business days), the Corporation shall deliver to the
converting holder:

                           (i)      a certificate or certificates representing
the number of shares of Conversion Stock issuable by reason of such conversion
in such name or names and such denomination or denominations as the converting
holder has specified; and

                           (ii)     the amount payable under Section 6.1(i)
below with respect to such  conversion.

          (f) The issuance of certificates for shares of Conversion Stock upon
conversion of Series A Preferred shall be made without charge to the holders of
such Series A Preferred for any original issuance tax in respect thereof (but
not any transfer taxes payable upon issuance of certificates to a person who is
not the owner of the Shares) or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Conversion
Stock. Upon conversion of each Share of Series A Preferred, the Corporation
shall take all such actions as are necessary in order to insure that the
Conversion Stock issuable with respect to such conversion shall be validly
issued, fully paid and nonassessable, free and clear of all taxes, liens,
charges and encumbrances with respect to the issuance thereof;

          (g) The Corporation shall not close its books against the transfer of
Series A Preferred or of Conversion Stock issued or issuable upon conversion of
Series A Preferred in any manner which interferes with the timely conversion of
Series A Preferred. The Corporation shall assist and cooperate with any holder
of Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Shares hereunder
(including, without limitation, making any filings required to be made by the
Corporation).

          (h) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Conversion Stock, solely for the
purpose of issuance upon the conversion of the Series A Preferred, such number
of shares of Conversion Stock issuable upon the conversion of all outstanding
Series A Preferred. All shares of Conversion Stock which are so issuable shall,
when issued, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof. The
Corporation shall take all such actions as may be necessary to assure that all
such shares of Conversion Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Conversion Stock may be listed (except
for official notice of issuance which shall be immediately delivered by the
Corporation upon each such issuance). The Corporation shall not take any action
which would cause the number of authorized but unissued shares of Conversion
Stock to be less than the number of such shares required to be reserved
hereunder for issuance upon conversion of the Series A Preferred.

          (i) If any fractional interest in a share of Conversion Stock would,
except for the provisions of this subsection, be delivered upon any conversion
of the Series A Preferred, the Corporation, in lieu of delivering the fractional
share therefor, shall pay an amount to the holder thereof equal to the Closing
Price of such fractional interest as of the date of conversion.

          6.2 CONVERSION PRICE.

          (a) The initial Conversion Price shall be $3.00. In order to prevent
dilution of the conversion rights granted under this Section 6. The Conversion
Price shall be subject to adjustment from time to time pursuant to this Section
6.2.

          (b) If and whenever on or after the original date of issuance of the
Series A Preferred the Corporation issues or sells, or in accordance with
Section 6.3 is deemed to have issued or sold, any shares of its Common Stock for
a consideration per share less than the Conversion Price in effect immediately
prior to the time of such issue or sale, then immediately upon such issue or
sale or deemed issue or sale the Conversion Price shall be reduced to the
Conversion Price determined by dividing (i) the sum of (A) the product derived
by multiplying the Conversion Price in effect immediately prior to such issue or
sale by the number of shares of Common Stock Deemed Outstanding immediately
prior to such issue or sale, plus (B) the consideration, if any, received by the
Corporation upon such issue or sale, by (ii) the number of shares of Common
Stock Deemed Outstanding immediately after such issue or sale.

          (c) Notwithstanding the foregoing, there shall be no adjustment in the
Conversion Price as a result of (i) any issue or sale (or deemed issue or sale)
of Common Stock or Options at not less than the Closing Price of the Common
Stock at such time of issuance to employees, directors, or consultants of the
Corporation and its Subsidiaries pursuant to stock option plans and stock
ownership plans approved by the Corporation's Board of Directors (as such number
of shares is proportionately adjusted for subsequent stock splits, combinations
and dividends affecting the Common Stock); (ii) any issue or sale of Common
Stock at not less than the Closing Price in conjunction with an acquisition of
the stock or other equity securities of a company or the assets of a business,
or (iii) any issue or sale of Common Stock issued or sold upon the exercise or
conversion of any Options or Convertible Securities outstanding on the date of
the initial issuance of the Series A Preferred.

          6.3 EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Conversion Price under Section 6.2, the following shall
be applicable:

          (a) ISSUANCE OF RIGHTS OR OPTIONS. If the Corporation in ally manner
grants or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Options, is less than
the Conversion Price in effect immediately prior to the time of the granting or
sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to be outstanding and to have been issued and
sold by the Corporation at the time of the granting or sale of such Options for
such price per share. For purposes of this paragraph the "price per share for
which Common Stock is issuable" shall be determined by dividing (i) the total
amount, if any, received or receivable by the Corporation as consideration for
the granting or sale of such Options, plus the minimum aggregate amount of
additional consideration payable to the Corporation upon 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 to the Corporation upon the issuance or sale of such Convertible
Securities and the conversion or exchange thereof; by (ii) the total maximum
number of shares of Common Stock issuable upon the exercise of such Options or
upon the conversion or exchange of all such Convertible Securities issuable upon
the exercise of such Options. No further adjustment of the Conversion Price
shall be made when Convertible Securities are actually issued upon the exercise
of such Options or when Common Stock is actually issued upon the exercise of
such Options or the conversion or exchange of such Convertible Securities.

          (b) ISSUANCE OF CONVERTIBLE SECURITIES. If the Corporation in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less than
the Conversion Price in effect immediately prior to the time of such issue or
sale, then the maximum number of shares of Common Stock issuable upon conversion
or exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Corporation at the time of the issuance or
sale of such Convertible Securities for such price per share. For the purposes
of this paragraph, the "price per share for which Common Stock is issuable"
shall be determined by dividing (i) the total amount received or receivable by
the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (ii)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this Section 6, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

          (c) CHANGE IN OPTION PRICE OR CONVERSION RATE. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time (other than by reason of the antidilution provisions
contained therein), the Conversion Price in effect at the time of such change
shall be immediately adjusted 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:
provided that if such adjustment would result in an increase of the Conversion
Price then in effect, such adjustment shall not be effective until 30 days after
written notice thereof has been given by the Corporation to all holders of the
Series A Preferred. For purposes of Section 6.3, if the terms of any Option or
Convertible Security which was outstanding as of the date of issuance of the
Series A Preferred are changed in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change.

          (d) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided that if such expiration or termination would result
in an increase in the Conversion Price then in effect, such increase shall not
be effective until 30 days after written notice thereof has been given to all
holders of the Series A Preferred. For purposes of Section 6.3, the expiration
or termination of any Option or Convertible Security which was outstanding as of
the date of issuance of the Series A Preferred shall not cause the Conversion
Price hereunder to be adjusted unless, and only to the extent that, a change in
the terms of such Option or Convertible Security caused it to be deemed to have
been issued after the date of issuance of the Series A Preferred.

          (e) CALCULATION OF CONSIDERATION RECEIVED. If any Common Stock, Option
or Convertible Security is 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 Corporation therefor (net of discounts, commissions and related
expenses). If any Common Stock, Option or Convertible Security is issued or sold
for a consideration other than cash, the amount of the consideration other than
cash received by the Corporation shall be the fair value of such consideration,
except where such consideration consists of securities, in which case the amount
of consideration received by the Corporation shall be the Closing Price thereof
as of the date of receipt. If any Common Stock, Option or Convertible Security
is issued to the owners of the non-surviving entity in connection with any
merger in which the Corporation 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 entity as is attributable to
such Common Stock, Option or Convertible Security, as the case may be. The fair
value of any consideration other than cash and securities shall be determined
jointly by the Corporation and the holders of a majority of the outstanding
Series A Preferred. If such parties are unable to reach agreement within a
reasonable period of time, the fair value of such consideration shall be
determined by an independent appraiser experienced in valuing such type of
consideration jointly selected by the Corporation and the holders of a majority
of the outstanding Series A Preferred. The determination of such appraiser shall
be final and binding upon the parties, and the fees and expenses of such
appraiser shall be borne by the Corporation.

          (f) INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.01.

          (g) TREASURY SHARES. 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 Corporation or any Subsidiary, and the disposition of any shares so owned
or held shall be considered an issue or sale of Common Stock.

          (h) RECORD DATE. If the Corporation takes a record of the holders of
Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (ii) 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 upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

          6.4 SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more series of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

          6.5 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock, is referred to herein as an "Organic Change." Prior to the
consummation of any Organic Change, the Corporation shall make appropriate
provisions (in form and substance satisfactory to the holders of a majority of
the Series A Preferred then outstanding) to insure that each of the holders of
Series A Preferred shall thereafter have the right to acquire and receive, at
such holder's election, either (a) such shares of stock, securities or assets as
such holder would have received in connection with such Organic Change if such
holder had converted its Series A Preferred immediately prior to such Organic
Change or (b) such shares of stock of the successor entity having the same or
comparable rights, privileges and preferences as the Series A Preferred. In each
such case, the Corporation shall also make appropriate provisions (in form and
substance satisfactory to the holders of a majority of the Series A Preferred
then outstanding) to insure that the provisions of this Section 6 and Sections 7
and 8 hereof shall thereafter be applicable to the Series A Preferred
(including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Price to the value for the Common Stock
reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of shares of Conversion Stock
acquirable and receivable upon conversion of Series A Preferred, if the value so
reflected is less than the Conversion Price in effect immediately prior to such
consolidation, merger or sale). If the successor entity after a consolidation,
merger or sale is other than the Corporation, then prior to the consummation
thereof, the holders of Series A Preferred shall have the right to convert all
of their Shares to Conversion Stock. To the extent that Shares are not converted
to Conversion Stock in such case, the Corporation shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form and substance satisfactory to
the holders of a majority of the Series A Preferred then outstanding) the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

          6.6 CERTAIN EVENTS. If any event occurs of the type contemplated by
the provisions of this Section 6 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features or the
payment, issuance or distribution by the Corporation to the holders of Common
Stock of any debt securities of the Corporation), then the Corporation's Board
of Directors shall make an appropriate adjustment in the Conversion Price so as
to protect the rights of the holders of Series A Preferred; provided that no
such adjustment shall increase the Conversion Price as otherwise determined
pursuant to this Section 6 or decrease the number of shares of Conversion Stock
issuable upon conversion of each Shares of Series A Preferred.

          6.7 NOTICES.

          (a) Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Series A
Preferred, setting forth in reasonable detail and certifying the calculation of
such adjustment.

          (b) The Corporation shall give written notice to all holders of Series
A Preferred at least 20 days prior to the date on which the Corporation closes
its books or takes a record (i) with respect to any dividend or distribution
upon Common Stock, (ii) with respect to any pro rata subscription offer to
holders of Common Stock or (iii) for determining rights to vote with respect to
any Organic Change, dissolution or liquidation.

          (c) The Corporation shall also give written notice to the holders of
Series C Preferred at least 20 days prior to the date on which any Organic
Change shall take place.

          6.8 MANDATORY CONVERSION. Beginning on the second anniversary of the
date of issuance, the Corporation may require the conversion of all, but not
less than all, of the outstanding shares of Series A Preferred in the event of
the consummation of a firm commitment underwritten Public Offering of shares of
the Corporation's Common Stock in which (a) the aggregate price paid by the
public for the shares shall be at least $30 million and (b) the price per share
paid by the public for such shares shall be at least 200% of the then applicable
Conversion Price. Any such automatic conversion shall only be effected at the
time of and subject to the closing of the sale of such shares pursuant to such
Public Offering and upon written notice of such automatic conversion delivered
to all holders of Series A Preferred at least seven days prior to such closing.

          Section 7. LIQUIDATING DIVIDENDS.

          If the Corporation declares or pays a dividend upon the Common Stock
payable otherwise than in cash out of earnings or earned surplus (determined in
accordance with generally accepted accounting principles, consistently applied)
except for a stock dividend payable in shares of Common Stock (a "LIQUIDATING
DIVIDEND"), then the Corporation shall pay to the holders of Series A Preferred
at the time of payment thereof the Liquidating Dividends which would have been
paid on the shares of Conversion Stock had such Series A Preferred been
converted immediately prior to the date on which a record is taken for such
Liquidating Dividend, or, if no record is taken, the date as of which the record
holders of Common Stock entitled to such dividends are to be determined.

          Section 8. PURCHASE RIGHTS.

          If at any time the Corporation grants, issues or sells any Options,
(Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"PURCHASE RIGHTS"), then each holder of Series A Preferred shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Conversion Stock acquirable upon conversion of such
holder's Series A Preferred immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

          Section 9. EVENTS OF NONCOMPLIANCE.

          9.1 DEFINITION. An "Event of Noncompliance" shall have occurred if:

          (a) the Corporation fails to pay on any Dividend Payment Date the full
amount of dividends then accrued on the Series A Preferred, whether or not such
payment is legally permissible or is prohibited by any agreement to which the
Corporation is subject;

          (b) the Corporation fails to make any redemption payment with respect
to the Series A Preferred which it is required to make hereunder, whether or not
such payment is legally permissible or is prohibited by any agreement to which
the Corporation is subject;

          (c) the Corporation breaches or otherwise fails to perform or observe
any other covenant or agreement set forth herein or in the Purchase Agreement,
provided that no Event of Noncompliance shall have occurred under this Section
9.1(c) if the Corporation establishes (to the reasonable satisfaction of the
holders of at least a majority of the Series A Preferred then outstanding) that
the Event of Noncompliance is not material to the financial condition, operating
results, operations, assets or business prospects of the Corporation and its
Subsidiaries, taken as a whole;

          (d) any representation or warranty contained in the Purchase Agreement
or required to be furnished to any holder of Series A Preferred pursuant to the
Purchase Agreement, or any information contained in writing furnished by the
Corporation or any Subsidiary to any holder of Series A Preferred, is not true
and correct in all material respects on the date made or furnished; or

          (e) the Corporation makes an assignment for the benefit of creditors
or admits in writing its inability to pay its debts generally as they become
due; or an order, judgment or decree is entered adjudicating the Corporation
bankrupt or insolvent (which is not dismissed within 30 days); or any order for
relief with respect to the Corporation is entered under the Federal Bankruptcy
Code; or the Corporation petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator of the Corporation
or of any substantial part of the assets of the Corporation, or commences any
proceeding relating to the Corporation under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Corporation and such petition, application
or proceeding is not dismissed within 60 days.

          9.2 CONSEQUENCES OF EVENTS OF NONCOMPLIANCE.

          If an Event of Noncompliance has occurred, the then applicable
Dividend Rate on the Series A Preferred shall increase immediately by an
increment of two percentage points (2%) and shall be payable on the sum of the
Liquidation Value plus all accrued and unpaid dividends thereon. Any increase of
the dividend rate resulting from the operation of this subparagraph shall
terminate as of the close of business on the date on which no Event of
Noncompliance exists, subject to subsequent increases pursuant to this Section.

          Section 10. REGISTRATION OF TRANSFER.

          The Corporation shall keep at its principal office a register for the
registration of Series A Preferred. Upon the surrender of any certificate
representing Series A Prefrred at such place, the Corporation shall, at the
request of the record holder of such certificate, execute and deliver (at the
Corporation's expense) a new certificate or certificates in exchange therefor
representing in the aggregate the number of Shares represented by the
surrendered certificate. Each such new certificate shall be registered in such
name and shall represent such number of Shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and dividends shall accrue on the Series A Preferred
represented by such new certificate from the date to which dividends have been
fully paid on such Series A Preferred represented by the surrendered
certificate.

          Section 11. REPLACEMENT.

          Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
Shares of Series A Preferred, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall 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 certificate a new
certificate of like kind representing the number of Shares of such Series
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Series A Preferred represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          Section 12. DEFINITIONS.

          "AVERAGE MARKET PRICE" of any security means the average of the
closing prices of such security's sales on all securities exchanges on which
such security may at the time be listed, or, if there has been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the Nasdaq System as of 4:00 P.M. New York time, or, if on any day such security
is not quoted in the Nasdaq System, the average of the highest bid and lowest
asked prices on such day in the domestic over-the-counter market as reported by
the National Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of 90 days consisting of
the day as of which "Average Market Price" is being determined and the 89
consecutive business days prior to such day. If at any time such security is not
listed on any securities exchange or quoted in the Nasdaq System or the
over-the-counter market, the "Average Market Price" shall be the fair value
thereof determined jointly by the Corporation and the holders of a majority of
the Series A Preferred. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation
and the holders of a majority of the Series A Preferred. The determination of
such appraiser shall be final and binding upon the parties, and the Corporation
shall pay the fees and expenses of such appraiser.

          "CLOSING" shall have the meaning ascribed to such term in the Purchase
Agreement.

          "CLOSING PRICE" of any security means the average of the closing
prices of such security's sales on all securities exchanges on which such
security may at the time be listed on the trading day immediately prior to any
date of determination, or, if there has been no sales on any such exchange, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any such day such security is not so listed, the
average of the representative bid and asked prices quoted in the Nasdaq System
as of 4:00 P.M., New York time, or, if on any such day such security is not
quoted in the Nasdaq System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization.
If At any time such security is not listed on any securities exchange or quoted
in the Nasdaq System or the over-the-counter market, the "Closing Price" shall
be the fair value thereof determined jointly by the Corporation and the holders
of a majority of the Series A Preferred. If such parties are unable to reach
agreement within a reasonable period of time, such fair value shall be
determined by an independent appraiser experienced in valuing securities jointly
selected by the Corporation and the holders of a majority of the Series A
Preferred. The determination of such appraiser shall be final and binding upon
the parties, and the Corporation shall pay the fees and expenses of such
appraiser.

          "COMMON STOCK" means, collectively, the Corporation's Common Stock,
par value $.01 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

          "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the number
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Section 6.3(a) and
(b) hereof whether or not the Options or Convertible Securities are actually
exercisable at such time, but excluding any shares of Common Stock issuable upon
conversion of the Series A Preferred.

          "CONVERSION STOCK" means shares of the Corporation's Common Stock, par
value $0.01 per share; provided that if there is a change such that the
securities issuable upon conversion of the Series A Preferred are issued by an
entity other than the Corporation or there is a change in the type or Series of
securities so issuable, then the term "Conversion Stock " shall mean one share
of the security issuable upon conversion of the Series A Preferred if such
security is issuable in shares, or shall mean the smallest unit in which such
security is issuable if such security is not issuable in shares.

          "CONVERTIBLE SECURITIES" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

          "JUNIOR SECURITIES" means any capital stock or other equity securities
of the Corporation, except for the Series A Preferred.

          "LIQUIDATION VALUE" of any Share as of any particular date shall be
equal to $1,000.

          "OPTIONS" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

          "PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

          "PUBLIC OFFERING" means any offering by the Corporation of its capital
stock or equity securities to the public pursuant to an effective registration
statement under the Securities Act of 1933, as then in effect, or any comparable
statement under any similar federal statute then in force; provided that for
purposes of Section 6.8 hereof, a Public Offering shall not include an offering
made in connection with a business acquisition or combination or an employee
benefit plan.

          "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of October
23, 1996, by and among the Corporation, Antares Leveraged Capital Corp. and
Golder, Thoma, Cressey, Rauner Fund IV Limited Partnership, as such agreement
may from time to time be amended in accordance with its terms.

          "REDEMPTION DATE" as to any Share means the date specified in the
notice of any redemption at the Corporation's option; provided that no such date
shall be a Redemption Date unless the Liquidation Value of such Share, plus all
accrued and unpaid dividends thereon, is actually paid in full on such date, and
if not so paid in full, the Redemption Date shall be the date on which such
amount is fully paid.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

          Section 13. AMENDMENT AND WAIVER.

          No amendment, modification or waiver shall be binding or effective
with respect to any provision of Sections 1 to 14 hereof without the prior
written consent of the holders of a majority of the Series A Preferred
outstanding at the time such action is taken; provided that no change in the
terms hereof may be accomplished by merger or consolidation of the Corporation
with another corporation or entity unless the Corporation has obtained the prior
written consent of the holders of the applicable percentage of the Series A
Preferred then outstanding.

          Section 14. NOTICES.

          Except as otherwise expressly provided hereunder, all notices referred
to herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested and postage prepaid, or by reputable overnight
courier service, charges prepaid, and shall be deemed to have been given when so
mailed or sent (a) to the Corporation, at its principal executive offices and
(b) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder).

                                  * * * * * * *

<PAGE>

          IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made herein are true under the penalties of perjury
this 23rd day of October, 1996.


                                    /S/ MALCOLM L. ELVEY
                                        Malcolm L. Elvey
                                        Chairman of the Board


ATTEST:

/S/ VASAN THATHAM
Vasan Thatham
Secretary

<PAGE>


                       AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.

           (Under Section 151 of the Delaware General Corporation Law)


          Esquire Communications Ltd., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(hereinafter called the "Corporation"), hereby certifies that:

          1. The name of the Corporation is Esquire Communications Ltd.

          2. The Certificate of Incorporation of the Corporation is hereby
amended as follows: The number of shares constituting the Series A Convertible
Preferred Stock of the Corporation, as provided in the Certificate of
Designations, Preferences and Relative, Participating, Optional or Other Special
Rights of the Series A Convertible Preferred Stock is hereby increased from
15,000 shares to 22,500 shares and that pursuant to authority conferred upon the
Board of Directors by the Certificate of Incorporation, said Board of Directors
adopted a resolution providing for the increase in the number of shares of
Series A Convertible Preferred Stock, which resolution is as follows:

                           RESOLVED, that pursuant to the Certificate of
                  Incorporation of the Corporation, the number of shares
                  constituting the Series A Convertible Preferred Stock is
                  hereby increased from 15,000 shares with a par value of $.01
                  per share to 22,500 shares with a par value of $.01 per share.

          3. This Certificate of Amendment and the amendment to the Certificate
of Incorporation contained herein were declared advisable and adopted by the
Board of Directors of the Corporation at a meeting duly held and were approved
by written consent of the holders of the outstanding shares of the Series A
Convertible Preferred Stock pursuant to Section 228 of the General Corporation
Law of the State of Delaware, and have thereby been duly adopted in accordance
with the provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this ____ day of July, 1997.

                                ESQUIRE COMMUNICATIONS LTD.

                                By:/s/ Malcolm L. Elvey
                                       Malcolm L. Elvey
                                       Chairman of the Board
<PAGE>


                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RELATIVE,
                        PARTICIPATING, OPTIONAL OR OTHER
                              SPECIAL RIGHTS OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.
                               (the "Corporation")

                        ---------------------------------

                            Under Section 151 of the
                        Delaware General Corporation Law
                        ---------------------------------

          Esquire Communications Ltd., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

          That, pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation, the Board of Directors, at a meeting duly
called and held, adopted a resolution providing for the authorization of a
series of Preferred Stock consisting of 5,000 shares of Series B Convertible
Preferred Stock, which resolution is as follows:

          RESOLVED, that pursuant to Article FOURTH of the Certificate of
Incorporation of the Corporation, there be and hereby is authorized and created
a series of Preferred Stock, hereby designated as the Series B Convertible
Preferred Stock (the "Series B Preferred") to consist of 5,000 shares with a par
value of $.01 per share and that the designations, preferences and relative
participating, optional or other special rights of the Series B Preferred, and
the qualifications, limitation or restrictions thereof be as follows:

          Section 1. DIVIDENDS.

          1.1 GENERAL OBLIGATION. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the General Corporation Law
of Delaware, the Corporation shall pay preferential dividends in cash to the
holders of the Series B Convertible Preferred Stock (the "SERIES B PREFERRED")
as provided in this Section l. Dividends on each share of the Series B Preferred
(a "SHARE") shall accrue on a daily basis at the rate of 6% per annum, subject
to adjustments pursuant to Sections 1.4 and 9.2 (the "DIVIDEND RATE"), of the
Liquidation Value thereof from and including the date of issuance of such Share
to and including the first to occur of (i) the date on which the Liquidation
Value of such Share, plus all accrued and unpaid dividends thereon, is paid to
the holder thereof in connection with the liquidation of the Corporation or the
redemption of such Share by the Corporation, (ii) the date on which such Share
is converted into shares of Conversion Stock hereunder or (iii) the date on
which such Share is otherwise acquired by the Corporation. Such dividends shall
accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Corporation legally available for the
payment of dividends, and such dividends shall be cumulative such that all
accrued and unpaid dividends shall be fully paid or declared with funds
irrevocably set apart for payment before any dividends, distributions,
redemptions or other payments may be made with respect to any Junior Securities
(as defined in Section 12 below). The date on which the Corporation initially
issues any Share shall be deemed to be its "date of issuance" regardless of the
number of times transfer of such Share is made on the stock records maintained
by or for the Corporation and regardless of the number of certificates which may
be issued to evidence such Share.

          1.2 DIVIDEND PAYMENT DATES. All dividends which have accrued on the
Series B Preferred shall be payable on November l of each year, beginning
November 1, 1998 (the "Dividend Payment Date"). Failure to pay the accrued
dividends on the Shares on the Dividend Payment Date shall be an Event of
Noncompliance (as defined in Section 9 below).

          1.3 DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. 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, such payment
shall be distributed pro rata among the holders thereof based upon the number of
Shares held by each such holder.

          1.4 SEVENTH ANNIVERSARY INCREASE IN DIVIDEND RATE. Upon the seventh
anniversary of the Closing (as defined in the Purchase Agreement defined in
Section 12 below), if the Series B Preferred is still outstanding, then the
Dividend Rate shall increase to 15% per annum.

          Section 2. LIQUIDATION.

          Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Series B Preferred shall be
entitled to receive, prior and in preference to any distribution or payment made
to the holders of any Junior Securities (but after distributions to the holders
of Series A Preferred), an amount in cash equal to the aggregate Liquidation
Value of all Shares held by such holder, plus all accrued and unpaid dividends
thereon, and the holders of Series B Preferred shall not be entitled to any
further payment. If upon any such liquidation, dissolution or winding up of the
Corporation the Corporation's assets to be distributed among the holders of the
Series B Preferred are insufficient to permit payment to such holders of the
aggregate amount which they are entitled to be paid under this Section 2, then
the entire assets then remaining after distributions with respect to the Series
A Preferred and available to be distributed to the Corporation's stockholders
shall be distributed pro rata among such holders of Series B Preferred based
upon the aggregate Liquidation Value, plus all accrued and unpaid dividends, of
the Series B Preferred held by each such holder. Prior to the liquidation,
dissolution or winding up of the Corporation, the Corporation shall declare for
payment all accrued and unpaid dividends with respect to the Series B Preferred,
but only to the extent of funds of the Corporation legally available for the
payment of dividends. Not less than 30 days prior to the payment date stated
therein, the Corporation shall mail written notice of any such liquidation,
dissolution or winding up to each record holder of Series B Preferred, setting
forth in reasonable detail the amount of proceeds to be paid with respect to
each Share and each share of Common Stock in connection with such liquidation,
dissolution or winding up. Neither the consolidation or merger of the
Corporation into or with any other entity or entities (whether or not the
Corporation is the surviving entity), nor the sale or transfer by the
Corporation of all or any part of its assets, nor the reduction of the capital
stock of the Corporation nor any other form of recapitalization or
reorganization affecting the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
2. Instead, upon the occurrence of any event set forth in the foregoing
sentence, the provisions of Section 6.5 shall become applicable.

          Section 3. PRIORITY OF SERIES B PREFERRED ON DIVIDENDS AND
REDEMPTIONS.

          So long as any Series B Preferred remains outstanding, without the
prior written consent of the holders of a majority of the outstanding shares of
Series B Preferred, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Securities, nor shall the Corporation directly or indirectly pay or
declare any dividend or make any distribution upon any Junior Securities, if at
the time of or immediately after any such redemption, purchase, acquisition,
dividend or distribution the Corporation has failed to or will be unable to pay
the full amount of dividends accrued on the Series B Preferred.

          Section 4. REDEMPTIONS.

          4.1 OPTIONAL REDEMPTIONS. The Corporation may redeem upon not less
than 30 day's notice at any time after (a) the fourth anniversary of the Closing
all, but not less than all, of the Shares of Series B Preferred then
outstanding; provided that the Average Market Price (determined at the time of
the sending of the notice) of Common Stock is not less than 200% of the
applicable Conversion Price or (b) the seventh anniversary of the Closing all,
but not less than all, of the Shares of Series B Preferred then outstanding.
Upon any such redemption, the Corporation shall pay to each holder of Shares a
price per Share equal to the Liquidation Value thereof, plus all accrued and
unpaid dividends thereon. At any time prior to the Redemption Date (as defined
in Section l2 below) any holder of Shares may elect to convert such holder's
Shares into Conversion Stock.

          4.2 REDEMPTION PAYMENTS. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Share) an amount in cash equal to
the Liquidation Value of such Share, plus all accrued and unpaid dividends
thereon. If the funds of the Corporation legally available for redemption of
Shares on any Redemption Date are insufficient to redeem the total number of
Shares to be redeemed on such date, the Corporation may not make a redemption
pursuant to Section 4.1. Prior to any redemption of Series B Preferred, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Shares which are to be redeemed, but only to the extent of funds
of the Corporation legally available for the payment of dividends.

          4.3 NOTICE OF REDEMPTION. Except as otherwise provided herein, the
Corporation shall mail written notice of any redemption of any Series B
Preferred to each record holder thereof not more than 60 nor less than 30 days
prior to the date on which such redemption is to be made. Upon mailing any
notice of redemption which relates to a redemption at the Corporation's option,
the Corporation shall become obligated to redeem the total number of Shares
specified in such notice at the time of redemption specified therein which are
not converted prior to such time.

          4.4 DIVIDENDS AFTER REDEMPTION DATE. No Share shall be entitled to any
dividends accruing after the date on which the Liquidation Value of such Share,
plus all accrued and unpaid dividends thereon, is paid to the holder of such
Share. On such date, all rights of the holder of such Share shall cease, and
such Share shall no longer be deemed to be issued and outstanding.

          4.5 REDEEMED OR OTHERWISE ACQUIRED SHARES. Any Shares which are
redeemed or otherwise acquired by the Corporation shall be canceled and retired
to authorized but unissued shares and shall not be reissued, sold or transferred
as Series B Preferred.

          4.6 OTHER REDEMPTIONS OR ACQUISITIONS. The Corporation shall not, nor
shall it permit any Subsidiary to, redeem or otherwise acquire any Shares of
Series B Preferred, except as expressly authorized herein.

          Section 5. VOTING RIGHTS.

          The holders of the Series B Preferred shall be entitled to notice of
all stockholders meetings in accordance with the Corporation's bylaws, and the
holders of the Series B Preferred shall be entitled to vote on all matters
submitted to the stockholders for a vote together with the holders of the Common
Stock voting together as a single class with each share of Common Stock entitled
to one vote per share and each Share of Series B Preferred entitled to one vote
for each whole share of Conversion Stock issuable upon conversion of the Series
B Preferred as of the record date for such vote or, if no record date is
specified, as of the date of such vote; provided, however, that all Shares held
beneficially or of record by a holder shall be aggregated in determining the
number of whole shares of Conversion Stock and thus the number of votes.

          Section 6. CONVERSION.

          6.1 CONVERSION PROCEDURE.

          (a) At any time, any holder of Series B Preferred may convert all, but
not less than all, of the Series B Preferred held by such holder into a number
of shares of Conversion Stock (as defined in Section 12 below) computed by
multiplying the number of Shares to be converted by the Liquidation Value, plus
any accrued and unpaid dividends thereon, and dividing the result by the
Conversion Price (as defined in Section 6.2 below) then in effect.

          (b) Except as otherwise provided herein, each conversion of Series B
Preferred shall be deemed to have been effected as of the close of business on
the date on which the certificate or certificates representing the Series B
Preferred to be converted have been surrendered for conversion at the principal
office of the Corporation. At the time any such conversion has been effected,
the rights of the holder of the Shares converted as a holder of Series B
Preferred shall cease and the Person or Persons in whose name or names any
certificate or certificates for shares of Conversion Stock are to be issued upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Conversion Stock represented thereby.

          (c) The conversion rights of any Share subject to redemption hereunder
shall terminate on the Redemption Date for such Share unless the Corporation has
failed to pay to the holder thereof the Liquidation Value of such Share, plus
all accrued and unpaid dividends thereon.

          (d) Notwithstanding any other provision hereof, if a conversion of
Series B Preferred is to be made in connection with a Public Offering, Organic
Change (as defined in Section 6.5 below) or other transaction affecting the
Corporation, the conversion of any Shares of Series B Preferred may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated.

          (e) As soon as possible after a conversion has been effected (but in
any event within five business days), the Corporation shall deliver to the
converting holder:

                           (i) a certificate or certificates representing the
                  number of shares of Conversion Stock issuable by reason of
                  such conversion in such name or names and such denomination or
                  denominations as the converting holder has specified; and

                           (ii) the amount payable under Section 6.1(i) below
                  with respect to such conversion.

          (f) The issuance of certificates for shares of Conversion Stock upon
conversion of Series B Preferred shall be made without charge to the holders of
such Series B Preferred for any original issuance tax in respect thereof (but
not any transfer taxes payable upon issuance of certificates to a person who is
not the owner of the Shares) or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Conversion
Stock. Upon conversion of each Share of Series B Preferred, the Corporation
shall take all such actions as are necessary in order to insure that the
Conversion Stock issuable with respect to such conversion shall be validly
issued, fully paid and nonassessable, free and clear of all taxes, liens,
charges and encumbrances with respect to the issuance thereof.

          (g) The Corporation shall not close its books against the transfer of
Series B Preferred or of Conversion Stock issued or issuable upon conversion of
Series B Preferred in any manner which interferes with the timely conversion of
Series B Preferred. The Corporation shall assist and cooperate with any holder
of Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Shares hereunder
(including, without limitation, making any filings required to be made by the
Corporation).

          (h) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Conversion Stock, solely for the
purpose of issuance upon the conversion of the Series B Preferred, such number
of shares of Conversion Stock issuable upon the conversion of all outstanding
Series B Preferred. All shares of Conversion Stock which are so issuable shall,
when issued, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof. The
Corporation shall take all such actions as may be necessary to assure that all
such shares of Conversion Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Conversion Stock may be listed (except
for official notice of issuance which shall be immediately delivered by the
Corporation upon each such issuance). The Corporation shall not take any action
which would cause the number of authorized but unissued shares of Conversion
Stock to be less than the number of such shares required to be reserved
hereunder for issuance upon conversion of the Series B Preferred.

          (i) If any fractional interest in a share of Conversion Stock would,
except for the provisions of this subsection, be delivered upon any conversion
of the Series B Preferred, the Corporation, in lieu of delivering the fractional
share therefor, shall pay an amount to the holder thereof equal to the Closing
Price of such fractional interest as of the date of conversion.

          6.2 CONVERSION PRICE.

          (a) The initial Conversion Price shall be $6.00. In order to prevent
dilution of the conversion rights granted under this Section 6, the Conversion
Price shall be subject to adjustment from time to time pursuant to this Section
6.2.

          (b) If and whenever on or after the original date of issuance of the
Series B Preferred the Corporation issues or sells, or in accordance with
Section 6.3 is deemed to have issued or sold, any shares of its Common Stock for
a consideration per share less than the Conversion Price in effect immediately
prior to the time of such issue or sale, then immediately upon such issue or
sale or deemed issue or sale the Conversion Price shall be reduced to the
Conversion Price determined by dividing (i) the sum of (A) the product derived
by multiplying the Conversion Price in effect immediately prior to such issue or
sale by the number of shares of Common Stock Deemed Outstanding immediately
prior to such issue or sale, plus (B) the consideration, if any, received by the
Corporation upon such issue or sale, by (ii) the number of shares of Common
Stock Deemed Outstanding immediately after such issue or sale.

          (c) Notwithstanding the foregoing, there shall be no adjustment in the
Conversion Price as a result of (i) any issue or sale (or deemed issue or sale)
of Common Stock or Options at not less than the Closing Price of the Common
Stock at such time of issuance to employees, directors, or consultants of the
Corporation and its Subsidiaries pursuant to stock option plans and stock
ownership plans approved by the Corporation's Board of Directors (as such number
of shares is proportionately adjusted for subsequent stock splits, combinations
and dividends affecting the Common Stock); (ii) any issue or sale of Common
Stock at not less than the Closing Price in conjunction with an acquisition of
the stock or other equity securities of a company or the assets of a business,
or (iii) any issue or sale of Common Stock issued or sold upon the exercise or
conversion of any Options or Convertible Securities outstanding on the date of
the initial issuance of the Series B Preferred.

          6.3 EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Conversion Price under Section 6.2, the following shall
be applicable:

          (a) ISSUANCE OF RIGHTS OR OPTIONS. If the Corporation in any manner
grants or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Options, is less than
the Conversion Price in effect immediately prior to the time of the granting or
sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to be outstanding and to have been issued and
sold by the Corporation at the time of the granting or sale of such Options for
such price per share. For purposes of this paragraph, the "price per share for
which Common Stock is issuable" shall be determined by dividing (i) the total
amount, if any, received or receivable by the Corporation as consideration for
the granting or sale of such Options, plus the minimum aggregate amount of
additional consideration payable to the Corporation upon 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 to the Corporation upon the issuance or sale of such Convertible
Securities and the conversion or exchange thereof, by (ii) the total maximum
number of shares of Common Stock issuable upon the exercise of such Options or
upon the conversion or exchange of all such Convertible Securities issuable upon
the exercise of such Options. No further adjustment of the Conversion Price
shall be made when Convertible Securities are actually issued upon the exercise
of such Options or when Common Stock is actually issued upon the exercise of
such Options or the conversion or exchange of such Convertible Securities.

          (b) ISSUANCE OF CONVERTIBLE SECURITIES. If the Corporation in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less than
the Conversion Price in effect immediately prior to the time of such issue or
sale, then the maximum number of shares of Common Stock issuable upon conversion
or exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Corporation at the time of the issuance or
sale of such Convertible Securities for such price per share. For the purposes
of this paragraph, the "price per share for which Common Stock is issuable"
shall be determined by dividing (i) the total amount received or receivable by
the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (ii)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this Section 6, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

          (c) CHANGE IN OPTION PRICE OR CONVERSION RATE. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time (other than by reason of the antidilution provisions
contained therein), the Conversion Price in effect at the time of such change
shall be immediately adjusted 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;
provided that if such adjustment would result in an increase of the Conversion
Price then in effect, such adjustment shall not be effective until 30 days after
written notice thereof has been given by the Corporation to all holders of the
Series B Preferred. For purposes of Section 6.3, if the terms of any Option or
Convertible Security which was outstanding as of the date of issuance of the
Series B Preferred are changed in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change.

          (d) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided that if such expiration or termination would result
in an increase in the Conversion Price then in effect, such increase shall not
be effective until 30 days after written notice thereof has been given to all
holders of the Series B Preferred. For purposes of Section 6.3, the expiration
or termination of any Option or Convertible Security which was outstanding as of
the date of issuance of the Series B Preferred shall not cause the Conversion
Price hereunder to be adjusted unless, and only to the extent that, a change in
the terms of such Option or Convertible Security caused it to be deemed to have
been issued after the date of issuance of the Series B Preferred.

          (e) CALCULATION OF CONSIDERATION RECEIVED. If any Common Stock, Option
or Convertible Security is 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 Corporation therefor (net of discounts, commissions and related
expenses). If any Common Stock, Option or Convertible Security is issued or sold
for a consideration other than cash, the amount of the consideration other than
cash received by the Corporation shall be the fair value of such consideration,
except where such consideration consists of securities, in which case the amount
of consideration received by the Corporation shall be the Closing Price thereof
as of the date of receipt. If any Common Stock, Option or Convertible Security
is issued to the owners of the non-surviving entity in connection with any
merger in which the Corporation 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 entity as is attributable to
such Common Stock, Option or Convertible Security, as the case may be. The fair
value of any consideration other than cash and securities shall be determined
jointly by the Corporation and the holders of a majority of the outstanding
Series B Preferred. If such parties are unable to reach agreement within a
reasonable period of time, the fair value of such consideration shall be
determined by an independent appraiser experienced in valuing such type of
consideration jointly selected by the Corporation and the holders of a majority
of the outstanding Series B Preferred. The determination of such appraiser shall
be final and binding upon the parties, and the fees and expenses of such
appraiser shall be borne by the Corporation.

          (f) INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.0l.

          (g) TREASURY SHARES. 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 Corporation or any Subsidiary, and the disposition of any shares so owned
or held shall be considered an issue or sale of Common Stock.

          (h) RECORD DATE. If the Corporation takes a record of the holders of
Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (ii) 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 upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

          6.4 SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more series of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

          6.5 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock, is referred to herein as an Organic Change. Prior to the
consummation of any Organic Change, the Corporation shall make appropriate
provisions (in form and substance satisfactory to the holders of a majority of
the Series B Preferred then outstanding) to insure that each of the holders of
Series B Preferred shall thereafter have the right to acquire and receive, at
such holder's election, either (a) such shares of stock, securities or assets as
such holder would have received in connection with such Organic Change if such
holder had converted its Series B Preferred immediately prior to such Organic
Change or (b) such shares of stock of the successor entity having the same or
comparable rights, privileges and preferences as the Series B Preferred. In each
such case, the Corporation shall also make appropriate provisions (in form and
substance satisfactory to the holders of a majority of the Series B Preferred
then outstanding) to insure that the provisions of this Section 6 and Sections 7
and 8 hereof shall thereafter be applicable to the Series B Preferred
(including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Price to the value for the Common Stock
reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of shares of Conversion Stock
acquirable and receivable upon conversion of Series B Preferred, if the value so
reflected is less than the Conversion Price in effect immediately prior to such
consolidation, merger or sale). If the successor entity after a consolidation,
merger or sale is other than the Corporation, then prior to the consummation
thereof, the holders of Series B Preferred shall have the right to convert all
of their Shares to Conversion Stock. To the extent that Shares are not converted
to Conversion Stock in such case, the Corporation shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form and substance satisfactory to
the holders of a majority of the Series B Preferred then outstanding) the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

          6.6 CERTAIN EVENTS. If any event occurs of the type contemplated by
the provisions of this Section 6 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features or the
payment, issuance or distribution by the Corporation to the holders of Common
Stock of any debt securities of the Corporation), then the Corporation's Board
of Directors shall make an appropriate adjustment in the Conversion Price so as
to protect the rights of the holders of Series B Preferred; provided that no
such adjustment shall increase the Conversion Price as otherwise determined
pursuant to this Section 6 or decrease the number of shares of Conversion Stock
issuable upon conversion of each Share of Series B Preferred.

          6.7 NOTICES.

          (a) Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Series B
Preferred, setting forth in reasonable detail and certifying the calculation of
such adjustment.

          (b) The Corporation shall give written notice to all holders of Series
B Preferred at least 20 days prior to the date on which the Corporation closes
its books or takes a record (i) with respect to any dividend or distribution
upon Common Stock, (ii) with respect to any pro rata subscription offer to
holders of Common Stock or (iii) for determining rights to vote with respect to
any Organic Change, dissolution or liquidation.

          (c) The Corporation shall also give written notice to the holders of
Series B Preferred at least 20 days prior to the date on which any Organic
Change shall take place.

          6.8 MANDATORY CONVERSION. Beginning on the second anniversary of the
date of issuance, the Corporation may require the conversion of all, but not
less than all, of the outstanding shares of Series B Preferred in the event of
the consummation of a firm commitment underwritten Public Offering of shares of
the Corporation's Common Stock in which (a) the aggregate price paid by the
public for the shares shall be at least $30 million and (b) the price per share
paid by the public for such shares shall be at least 200% of the then applicable
Conversion Price. Any such automatic conversion shall only be effected at the
time of and subject to the closing of the sale of such shares pursuant to such
Public Offering and upon written notice of such automatic conversion delivered
to all holders of Series B Preferred at least seven days prior to such closing.

          Section 7. LIQUIDATING DIVIDENDS.

          If the Corporation declares or pays a dividend upon the Common Stock
payable otherwise than in cash out of earnings or earned surplus (determined in
accordance with generally accepted accounting principles, consistently applied)
except for a stock dividend payable in shares of Common Stock (a "Liquidating
Dividend"), then the Corporation shall pay to the holders of Series B Preferred
at the time of payment thereof the Liquidating Dividends which would have been
paid on the shares of Conversion Stock had such Series B Preferred been
converted immediately prior to the date on which a record is taken for such
Liquidating Dividend, or, if no record is taken, the date as of which the record
holders of Common Stock entitled to such dividends are to be determined.

          Section 8. PURCHASE RIGHTS.

          If at any time the Corporation grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then each holder of Series B Preferred shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Conversion Stock acquirable upon conversion of such
holder's Series B Preferred immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

          Section 9. EVENTS OF NONCOMPLIANCE.

          9.1 DEFINITION. An "Event of Noncompliance" shall have occurred if:

          (a) the Corporation fails to pay on any Dividend Payment Date the full
amount of dividends then accrued on the Series B Preferred, whether or not such
payment is legally permissible or is prohibited by any agreement to which the
Corporation is subject;

          (b) the Corporation fails to make any redemption payment with respect
to the Series B Preferred which it is required to make hereunder, whether or not
such payment is legally permissible or is prohibited by any agreement to which
the Corporation is subject;

          (c) the Corporation breaches or otherwise fails to perform or observe
any other covenant or agreement set forth herein or in the Purchase Agreement,
provided that no Event of Noncompliance shall have occurred under this Section
9.1(c) if the Corporation establishes (to the reasonable satisfaction of the
holders of at least a majority of the Series B Preferred then outstanding) that
the Event of Noncompliance is not material to the financial condition, operating
results, operations, assets or business prospects of the Corporation and its
Subsidiaries, taken as a whole;

          (d) any representation or warranty contained in the Purchase Agreement
or required to be furnished to any holder of Series B Preferred pursuant to the
Purchase Agreement, or any information contained in writing furnished by the
Corporation or any Subsidiary to any holder of Series B Preferred, is not true
and correct in all material respects on the date made or furnished; or

          (e) the Corporation makes an assignment for the benefit of creditors
or admits in writing its inability to pay its debts generally as they become
due; or an order, judgment or decree is entered adjudicating the Corporation
bankrupt or insolvent (which is not dismissed within 30 days); or any order for
relief with respect to the Corporation is entered under the Federal Bankruptcy
Code; or the Corporation petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator of the Corporation
or of any substantial part of the assets of the Corporation, or commences any
proceeding relating to the Corporation under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Corporation and such petition, application
or proceeding is not dismissed within 60 days.

          9.2 CONSEQUENCES OF EVENTS OF NONCOMPLIANCE.

          If an Event of Noncompliance has occurred, the then applicable
Dividend Rate on the Series B Preferred shall increase immediately by an
increment of two percentage points (2%) and shall be payable on the sum of the
Liquidation Value plus all accrued and unpaid dividends thereon. Any increase of
the dividend rate resulting from the operation of this subparagraph shall
terminate as of the close of business on the date on which no Event of
Noncompliance exists, subject to subsequent increases pursuant to this Section.

          Section 10. REGISTRATION OF TRANSFER.

          The Corporation shall keep at its principal office a register for the
registration of Series B Preferred. Upon the surrender of any certificate
representing Series B Preferred at such place, the Corporation shall, at the
request of the record holder of such certificate, execute and deliver (at the
Corporation's expense) a new certificate or certificates in exchange therefor
representing in the aggregate the number of Shares represented by the
surrendered certificate. Each such new certificate shall be registered in such
name and shall represent such number of Shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and dividends shall accrue on the Series B Preferred
represented by such new certificate from the date to which dividends have been
fully paid on such Series B Preferred represented by the surrendered
certificate.

          Section 11. REPLACEMENT.

          Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
Shares of Series B Preferred, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall 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 certificate a new
certificate of like kind representing the number of Shares of such Series
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Series B Preferred represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          Section 12. DEFINITIONS.

          "AVERAGE MARKET PRICE" of any security means the average of the
closing prices of such security's sales on all securities exchanges on which
such security may at the time be listed, or, if there has been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such
security is not quoted in the Nasdaq System, the average of the highest bid and
lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 90 days
consisting of the day as of which "Average Market Price" is being determined and
the 89 consecutive business days prior to such day. If at any time such security
is not listed on any securities exchange or quoted in the Nasdaq System or the
over-the-counter market, the "Average Market Price" shall be the fair value
thereof determined jointly by the Corporation and the holders of a majority of
the Series B Preferred. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation
and the holders of a majority of the Series B Preferred. The determination of
such appraiser shall be final and binding upon the parties, and the Corporation
shall pay the fees and expenses of such appraiser.

          "CLOSING" shall have the meaning ascribed to such term in the Purchase
Agreement.

          "CLOSING PRICE" of any security means the average of the closing
prices of such security's sales on all securities exchanges on which such
security may at the time be listed on the trading day immediately prior to any
date of determination, or, if there has been no sales on any such exchange, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any such day such security is not so listed, the
average of the representative bid and asked prices quoted in the Nasdaq System
as of 4:00 P.M., New York time, or, if on any such day such security is not
quoted in the Nasdaq System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization.
If at any time such security is not listed on any securities exchange or quoted
in the Nasdaq System or the over-the-counter market, the "Closing Price" shall
be the fair value thereof determined jointly by the Corporation and the holders
of a majority of the Series B Preferred. If such parties are unable to reach
agreement within a reasonable period of time, such fair value shall be
determined by an independent appraiser experienced in valuing securities jointly
selected by the Corporation and the holders of a majority of the Series B
Preferred. The determination of such appraiser shall be final and binding upon
the parties, and the Corporation shall pay the fees and expenses of such
appraiser.

          "COMMON STOCK" means, collectively, the Corporation's Common Stock,
par value $.0l per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

          "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the number
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Section 6.3(a) and
(b) hereof whether or not the Options or Convertible Securities are actually
exercisable at such time, but excluding any shares of Common Stock issuable upon
conversion of the Series B Preferred.

          "CONVERSION STOCK" means shares of the Corporation's Common Stock, par
value $0.01 per share; provided that if there is a change such that the
securities issuable upon conversion of the Series B Preferred are issued by an
entity other than the Corporation or there is a change in the type or Series of
securities so issuable, then the term "Conversion Stock" shall mean one share of
the security issuable upon conversion of the Series B Preferred if such security
is issuable in shares, or shall mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

          "CONVERTIBLE SECURITIES" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

          "JUNIOR SECURITIES" means any capital stock or other equity securities
of the Corporation, except for the Corporation's Series A Convertible Preferred
Stock, par value $.0l per share, and the Series B Preferred.

          "LIQUIDATION VALUE" of any Share as of any particular date shall be
equal to $1,000. 

          "OPTIONS" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

          "PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

          "PUBLIC OFFERING" means any offering by the Corporation of its capital
stock or equity securities to the public pursuant to an effective registration
statement under the Securities Act of 1933, as then in effect, or any comparable
statement under any similar federal statute then in force; provided that for
purposes of Section 6.8 hereof, a Public Offering shall not include an offering
made in connection with a business acquisition or combination or an employee
benefit plan.

          "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of October
23, 1996, by and among the Corporation, Antares Leveraged Capital Corp. and
Golder, Thoma, Cressey, Rauner Fund IV Limited Partnership, as such agreement
may from time to time be amended in accordance with its terms.

          "REDEMPTION DATE" as to any Share means the date specified in the
notice of any redemption at the Corporation's option; provided that no such date
shall be a Redemption Date unless the Liquidation Value of such Share, plus all
accrued and unpaid dividends thereon, is actually paid in full on such date, and
if not so paid in full, the Redemption Date shall be the date on which such
amount is fully paid.

          "SERIES A PREFERRED" means the Corporation's Series A Convertible
Preferred Stock, par value of $.01 per share.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity. Section 13.
AMENDMENT AND WAIVER.

          No amendment, modification or waiver shall be binding or effective
with respect to any provision of Sections l to 14 hereof without the prior
written consent of the holders of a majority of the Series B Preferred
outstanding at the time such action is taken; provided that no change in the
terms hereof may be accomplished by merger or consolidation of the Corporation
with another corporation or entity unless the Corporation has obtained the prior
written consent of the holders of the applicable percentage of the Series B
Preferred then outstanding.

          Section 14. NOTICES.

          Except as otherwise expressly provided hereunder, all notices referred
to herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested and postage prepaid, or by reputable overnight
courier service, charges prepaid, and shall be deemed to have been given when so
mailed or sent (a) to the Corporation, at its principal executive offices and
(b) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder).


                                   * * * * * *

<PAGE>


          IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made herein are true under the penalties of penury
this 19th day of January, 1998.


                                  /S/ ________________________
                                      Title:
                                      Name:


ATTEST:


/S/___________________
Name:
Title:

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.
                       -----------------------------------

                            Under Section 242 of the
                        Delaware General Corporation Law
                       -----------------------------------

         It is hereby certified that:

          1. The name of the corporation (hereinafter called the "Corporation")
is Esquire Communications Ltd.

          2. The Certificate of Incorporation of the Corporation is hereby
amended to amend the first paragraph of Article FOURTH to increase the number of
shares of Common Stock which the Corporation is authorized to issue. The first
paragraph of Article FOURTH is hereby amended to read as follows:

                  "FOURTH:  The total number of shares of stock which
         the  Corporation is authorized to issue is 101,000,000
         shares, of which  100,000,000 shares shall be designated
         Common Stock, $.01 par value per  share, and 1,000,000
         shares shall be designated Preferred Stock, $.01 par  value
         per share."

          3. This Certificate of Amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware. 

          Signed and attested to this 24th day of February, 1998.

                                    /s/ Malcolm L. Elvey
                                    Name:  Malcolm L. Elvey
                                    Title: Chairman of the Board
Attest:

/s/ David A. Higson
Name:  David A. Higson
Title: Secretary
<PAGE>


                       AMENDED CERTIFICATE OF DESIGNATION
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.

           (Under Section 151 of the Delaware General Corporation Law)


          Esquire Communications Ltd., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(hereinafter called the "Corporation"), hereby certifies that:

          1. The name of the Corporation is Esquire Communications Ltd.

          2. The Certificate of Incorporation of the Corporation is hereby
amended as follows: The number of shares constituting the Series B Convertible
Preferred Stock of the Corporation, as provided in the Certificate of
Designations, Preferences and Relative, Participating, Optional or Other Special
Rights of the Series B Convertible Preferred Stock is hereby increased from
5,000 shares to 7,500 shares and that pursuant to authority conferred upon the
Board of Directors by the Certificate of Incorporation, said Board of Directors
adopted a resolution providing for the increase in the number of shares of
Series B Convertible Preferred Stock, which resolution is as follows:

                        RESOLVED, that pursuant to the Certificate of
                  Incorporation of the Corporation, the number of shares
                  constituting the Series B Convertible Preferred Stock is
                  hereby increased from 5,000 shares with a par value of $.01
                  per share to 7,500 shares with a par value of $.01 per share.

          3. This Certificate of Amendment and the amendment to the Certificate
of Incorporation contained herein were declared advisable and adopted by the
Board of Directors of the Corporation at a meeting duly held and were approved
by written consent of the holders of the outstanding shares of the Series B
Convertible Preferred Stock pursuant to Section 228 of the General Corporation
Law of the State of Delaware, and have thereby been duly adopted in accordance
with the provisions of Sections 228 and 242 of the General Corporation Law of
the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this ____ day of June, 1998.

                                     ESQUIRE COMMUNICATIONS LTD.


                                     By:_______________________________


<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.
                       -----------------------------------

                            Under Section 242 of the
                        Delaware General Corporation Law
                       -----------------------------------

         It is hereby certified that:

          1. The name of the corporation (hereinafter called the "Corporation")
is Esquire Communications Ltd.

          2. In connection with a reverse split of the Corporation's outstanding
Common Stock and an increase in the par value of the Corporation's Common Stock,
the Certificate of Incorporation of the Corporation is hereby amended to amend
the first paragraph of Article FOURTH. The first paragraph of Article FOURTH is
hereby amended to read as follows:

                  "FOURTH:  The total number of shares of stock which
         the Corporation is authorized to issue is 101,000,000
         shares, of which 100,000,000 shares shall be designated
         Common Stock, $.02 par value per share, and 1,000,000
         shares shall be designated Preferred Stock, $.01 par  value
         per share."

          3. This Certificate of Amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          Signed and attested to this 17th day of November, 1998.


                                       ------------------------------
                                        Name:  David A. White
                                        Title: Chief Executive Officer
Attest:

 ---------------------------
Name:  David A. Higson
Title: Secretary


<PAGE>


                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RELATIVE,
                        PARTICIPATING, OPTIONAL OR OTHER
                              SPECIAL RIGHTS OF THE
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                           ESQUIRE COMMUNICATIONS LTD.
                               (the "Corporation")
                      ------------------------------------

                            Under Section 151 of the
                        Delaware General Corporation Law
                      ------------------------------------

          Esquire Communications Ltd., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:

          That, pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation, the Board of Directors, at a meeting duly
called and held, adopted a resolution providing for the authorization of a
series of Preferred Stock consisting of 2,500 shares of Series C Convertible
Preferred Stock, which resolution is as follows:

                  RESOLVED, that pursuant to Article FOURTH of the Certificate
         of Incorporation of the Corporation, there be and hereby is authorized
         and created a series of Preferred Stock, hereby designated as the
         Series C Convertible Preferred Stock (the "Series C Preferred") to
         consist of 2,500 shares with a par value of $.01 per share and that the
         designations, preferences and relative participating, optional or other
         special rights of the Series C Preferred, and the qualifications,
         limitation or restrictions thereof be as follows:

          Section 1. Dividends.

          1.1 General Obligation. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the General Corporation Law
of Delaware, the Corporation shall pay preferential dividends in cash to the
holders of the Series C Convertible Preferred Stock (the "Series C Preferred")
as provided in this Section 1. Dividends on each share of the Series C Preferred
(a "Share") shall accrue on a daily basis at the rate of 6% per annum, subject
to adjustments pursuant to Sections 1.4 and 9.2 (the "Dividend Rate"), of the
Liquidation Value thereof from and including the date of issuance of such Share
to and including the first to occur of (i) the date on which the Liquidation
Value of such Share, plus all accrued and unpaid dividends thereon, is paid to
the holder thereof in connection with the liquidation of the Corporation or the
redemption of such Share by the Corporation, (ii) the date on which such Share
is converted into shares of Conversion Stock hereunder or (iii) the date on
which such Share is otherwise acquired by the Corporation. Such dividends shall
accrue whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Corporation legally available for the
payment of dividends, and such dividends shall be cumulative such that all
accrued and unpaid dividends shall be fully paid or declared with funds
irrevocably set apart for payment before any dividends, distributions,
redemptions or other payments may be made with respect to any Junior Securities
(as defined in Section 12 below). The date on which the Corporation initially
issues any Share shall be deemed to be its "date of issuance" regardless of the
number of times transfer of such Share is made on the stock records maintained
by or for the Corporation and regardless of the number of certificates which may
be issued to evidence such Share.

          1.2 Dividend Payment Dates. All dividends which have accrued on the
Series C Preferred shall be payable on February 1 of each year, beginning
February 1, 2000 (the "Dividend Payment Date"). Failure to pay the accrued
dividends on the Shares on the Dividend Payment Date shall be an Event of
Noncompliance (as defined in Section 9 below).

          1.3 Distribution of Partial Dividend Payments. 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 C Preferred, such payment
shall be distributed pro rata among the holders thereof based upon the number of
Shares held by each such holder.

          1.4 Seventh Anniversary Increase in Dividend Rate. Upon the seventh
anniversary of the Closing (as defined in the Purchase Agreement defined in
Section 12 below), if the Series C Preferred is still outstanding, then the
Dividend Rate shall increase to 15% per annum.

          Section 2. Liquidation.

          Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Series C Preferred shall be
entitled to receive, prior and in preference to any distribution or payment made
to the holders of any Junior Securities (but after distributions to the holders
of Series A Preferred and holders of Series B Preferred), an amount in cash
equal to the aggregate Liquidation Value of all Shares held by such holder, plus
all accrued and unpaid dividends thereon, and the holders of Series C Preferred
shall not be entitled to any further payment. If upon any such liquidation,
dissolution or winding up of the Corporation the Corporation's assets to be
distributed among the holders of the Series C Preferred are insufficient to
permit payment to such holders of the aggregate amount which they are entitled
to be paid under this Section 2, then the entire assets then remaining after
distributions with respect to the Series A Preferred and the Series B Preferred
and available to be distributed to the Corporation's stockholders shall be
distributed pro rata among such holders of Series C Preferred based upon the
aggregate Liquidation Value, plus all accrued and unpaid dividends, of the
Series C Preferred held by each such holder. Prior to the liquidation,
dissolution or winding up of the Corporation, the Corporation shall declare for
payment all accrued and unpaid dividends with respect to the Series C Preferred,
but only to the extent of funds of the Corporation legally available for the
payment of dividends. Not less than 30 days prior to the payment date stated
therein, the Corporation shall mail written notice of any such liquidation,
dissolution or winding up to each record holder of Series C Preferred, setting
forth in reasonable detail the amount of proceeds to be paid with respect to
each Share and each share of Common Stock in connection with such liquidation,
dissolution or winding up. Neither the consolidation or merger of the
Corporation into or with any other entity or entities (whether or not the
Corporation is the surviving entity), nor the sale or transfer by the
Corporation of all or any part of its assets, nor the reduction of the capital
stock of the Corporation nor any other form of recapitalization or
reorganization affecting the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
2. Instead, upon the occurrence of any event set forth in the foregoing
sentence, the provisions of Section 6.5 shall become applicable.

          Section 3. Priority of Series C Preferred on Dividends and
Redemptions.

          So long as any Series C Preferred remains outstanding, without the
prior written consent of the holders of a majority of the outstanding shares of
Series C Preferred, the Corporation shall not, nor shall it permit any
Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any
Junior Securities, nor shall the Corporation directly or indirectly pay or
declare any dividend or make any distribution upon any Junior Securities, if at
the time of or immediately after any such redemption, purchase, acquisition,
dividend or distribution the Corporation has failed to or will be unable to pay
the full amount of dividends accrued on the Series C Preferred.

          Section 4. Redemptions.

          4.1 Optional Redemptions. The Corporation may redeem upon not less
than 30 day's notice at any time after (a) the fourth anniversary of the Closing
all, but not less than all, of the Shares of Series C Preferred then
outstanding; provided that the Average Market Price (determined at the time of
the sending of the notice) of Common Stock is not less than 200% of the
applicable Conversion Price or (b) the seventh anniversary of the Closing all,
but not less than all, of the Shares of Series C Preferred then outstanding.
Upon any such redemption, the Corporation shall pay to each holder of Shares a
price per Share equal to the Liquidation Value thereof, plus all accrued and
unpaid dividends thereon. At any time prior to the Redemption Date (as defined
in Section 12 below) any holder of Shares may elect to convert such holder's
Shares into Conversion Stock.

          4.2 Redemption Payments. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Share) an amount in cash equal to
the Liquidation Value of such Share, plus all accrued and unpaid dividends
thereon. If the funds of the Corporation legally available for redemption of
Shares on any Redemption Date are insufficient to redeem the total number of
Shares to be redeemed on such date, the Corporation may not make a redemption
pursuant to Section 4. 1. Prior to any redemption of Series C Preferred, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Shares which are to be redeemed, but only to the extent of funds
of the Corporation legally available for the payment of dividends.

          4.3 Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of any redemption of any Series C
Preferred to each record holder thereof not more than 60 nor less than 30 days
prior to the date on which such redemption is to be made. Upon mailing any
notice of redemption which relates to a redemption at the Corporation's option,
the Corporation shall become obligated to redeem the total number of Shares
specified in such notice at the time of redemption specified therein which are
not converted prior to such time.

          4.4 Dividends After Redemption Date. No Share shall be entitled to any
dividends accruing after the date on which the Liquidation Value of such Share,
plus all accrued and unpaid dividends thereon, is paid to the holder of such
Share. On such date, all rights of the holder of such Share shall cease, and
such Share shall no longer be deemed to be issued and outstanding.

          4.5 Redeemed or Otherwise Acquired Shares. Any Shares which are
redeemed or otherwise acquired by the Corporation shall be canceled and retired
to authorized but unissued shares and shall not be reissued, sold or transferred
as Series C Preferred.

          4.6 Other Redemptions or Acquisitions. The Corporation shall not, nor
shall it permit any Subsidiary to, redeem or otherwise acquire any Shares of
Series C Preferred, except as expressly authorized herein.

          Section 5. Voting Rights.

          The holders of the Series C Preferred shall be entitled to notice of
all stockholders meetings in accordance with the Corporation's bylaws, and the
holders of the Series C Preferred shall be entitled to vote on all matters
submitted to the stockholders for a vote together with the holders of the Common
Stock voting together as a single class with each share of Common Stock entitled
to one vote per share and each Share of Series C Preferred entitled to one vote
for each whole share of Conversion Stock issuable upon conversion of the Series
C Preferred as of the record date for such vote or, if no record date is
specified, as of the date of such vote; provided, however, that all Shares held
beneficially or of record by a holder shall be aggregated in determining the
number of whole shares of Conversion Stock and thus the number of votes.

          Section 6. Conversion.

          6.1 Conversion Procedure.

          (a) At any time, any holder of Series C Preferred may convert all, but
not less than all, of the Series C Preferred held by such holder into a number
of shares of Conversion Stock (as defined in Section 12 below) computed by
multiplying the number of Shares to be converted by the Liquidation Value, plus
any accrued and unpaid dividends thereon, and dividing the result by the
Conversion Price (as defined in Section 6.2 below) then in effect.

          (b) Except as otherwise provided herein, each conversion of Series C
Preferred shall be deemed to have been effected as of the close of business on
the date on which the certificate or certificates representing the Series C
Preferred to be converted have been surrendered for conversion at the principal
office of the Corporation. At the time any such conversion has been effected,
the rights of the holder of the Shares converted as a holder of Series C
Preferred shall cease and the Person or Persons in whose name or names any
certificate or certificates for shares of Conversion Stock are to be issued upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Conversion Stock represented thereby.

          (c) The conversion rights of any Share subject to redemption hereunder
shall terminate on the Redemption Date for such Share unless the Corporation has
failed to pay to the holder thereof the Liquidation Value of such Share, plus
all accrued and unpaid dividends thereon.

          (d) Notwithstanding any other provision hereof, if a conversion of
Series C Preferred is to be made in connection with a Public Offering, Organic
Change (as defined in Section 6.5 below) or other transaction affecting the
Corporation, the conversion of any Shares of Series C Preferred may, at the
election of the holder thereof, be conditioned upon the consummation of such
transaction, in which case such conversion shall not be deemed to be effective
until such transaction has been consummated.

          (e) As soon as possible after a conversion has been effected (but in
any event within five business days), the Corporation shall deliver to the
converting holder:

                           (i) a certificate or certificates representing the
                  number of shares of Conversion Stock issuable by reason of
                  such conversion in such name or names and such denomination or
                  denominations as the converting holder has specified; and

                           (ii) the amount payable under Section 6.1(i) below
                  with respect to such conversion.

          (f) The issuance of certificates for shares of Conversion Stock upon
conversion of Series C Preferred shall be made without charge to the holders of
such Series C Preferred for any original issuance tax in respect thereof (but
not any transfer taxes payable upon issuance of certificates to a person who is
not the owner of the Shares) or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Conversion
Stock. Upon conversion of each Share of Series C Preferred, the Corporation
shall take all such actions as are necessary in order to insure that the
Conversion Stock issuable with respect to such conversion shall be validly
issued, fully paid and nonassessable, free and clear of all taxes, liens,
charges and encumbrances with respect to the issuance thereof.

          (g) The Corporation shall not close its books against the transfer of
Series C Preferred or of Conversion Stock issued or issuable upon conversion of
Series C Preferred in any manner which interferes with the timely conversion of
Series C Preferred. The Corporation shall assist and cooperate with any holder
of Shares required to make any governmental filings or obtain any governmental
approval prior to or in connection with any conversion of Shares hereunder
(including, without limitation, making any filings required to be made by the
Corporation).

          (h) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Conversion Stock, solely for the
purpose of issuance upon the conversion of the Series C Preferred, such number
of shares of Conversion Stock issuable upon the conversion of all outstanding
Series C Preferred. All shares of Conversion Stock which are so issuable shall,
when issued, be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof. The
Corporation shall take all such actions as may be necessary to assure that all
such shares of Conversion Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Conversion Stock may be listed (except
for official notice of issuance which shall be immediately delivered by the
Corporation upon each such issuance). The Corporation shall not take any action
which would cause the number of authorized but unissued shares of Conversion
Stock to be less than the number of such shares required to be reserved
hereunder for issuance upon conversion of the Series C Preferred.

          (i) If any fractional interest in a share of Conversion Stock would,
except for the provisions of this subsection, be delivered upon any conversion
of the Series C Preferred, the Corporation, in lieu of delivering the fractional
share therefor, shall pay an amount to the holder thereof equal to the Closing
Price of such fractional interest as of the date of conversion.

          6.2 Conversion Price.

          (a) The initial Conversion Price shall be $10.00. In order to prevent
dilution of the conversion rights granted under this Section 6, the Conversion
Price shall be subject to adjustment from time to time pursuant to this Section
6.2.

          (b) If and whenever on or after the original date of issuance of the
Series C Preferred the Corporation issues or sells, or in accordance with
Section 6.3 is deemed to have issued or sold, any shares of its Common Stock for
a consideration per share less than the Conversion Price in effect immediately
prior to the time of such issue or sale, then immediately upon such issue or
sale or deemed issue or sale the Conversion Price shall be reduced to the
Conversion Price determined by dividing (1) the sum of (A) the product derived
by multiplying the Conversion Price in effect immediately prior to such issue or
sale by the number of shares of Common Stock Deemed Outstanding immediately
prior to such issue or sale, plus (B) the consideration, if any, received by the
Corporation upon such issue or sale, by (ii) the number of shares of Common
Stock Deemed Outstanding immediately after such issue or sale.

          (c) Notwithstanding the foregoing, there shall be no adjustment in the
Conversion Price as a result of (i) any issue or sale (or deemed issue or sale)
of Common Stock or Options at not less than the Closing Price of the Common
Stock at such time of issuance to employees, directors, or consultants of the
Corporation and its Subsidiaries pursuant to stock option plans and stock
ownership plans approved by the Corporation's Board of Directors (as such number
of shares is proportionately adjusted for subsequent stock splits combinations
and dividends affecting the Common Stock); (ii) any issue or sale of Common
Stock at not less than the Closing Price in conjunction with an acquisition of
the stock or other equity securities of a company or the assets of a business,
or (iii) any issue or sale of Common Stock issued or sold upon the exercise or
conversion of any Options or Convertible Securities outstanding on the date of
the initial issuance of the Series C Preferred.

          6.3 Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under Section 6.2, the following shall
be applicable:

          (a) Issuance of Rights or Options. If the Corporation in any manner
grants or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Options, is less than
the Conversion Price in effect immediately prior to the time of the granting or
sale of such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of the
total maximum amount of such Convertible Securities issuable upon the exercise
of such Options shall be deemed to be outstanding and to have been issued and
sold by the Corporation at the time of the granting or sale of such Options for
such price per share. For purposes of this paragraph, the "price per share for
which Common Stock is issuable" shall be determined by dividing (i) the total
amount, if any, received or receivable by the Corporation as consideration for
the granting or sale of such Options, plus the minimum aggregate amount of
additional consideration payable to the Corporation upon 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 to the Corporation upon the issuance or sale of such Convertible
Securities and the conversion or exchange thereof, by (ii) the total maximum
number of shares of Common Stock issuable upon the exercise of such Options or
upon the conversion or exchange of all such Convertible Securities issuable upon
the exercise of such Options. No further adjustment of the Conversion Price
shall be made when Convertible Securities are actually issued upon the exercise
of such Options or when Common Stock is actually issued upon the exercise of
such Options or the conversion or exchange of such Convertible Securities.

          (b) Issuance of Convertible Securities. If the Corporation in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less than
the Conversion Price in effect immediately prior to the time of such issue or
sale, then the maximum number of shares of Common Stock issuable upon conversion
or exchange of such Convertible Securities shall be deemed to be outstanding and
to have been issued and sold by the Corporation at the time of the issuance or
sale of such Convertible Securities for such price per share. For the purposes
of this paragraph, the "price per share for which Common Stock is issuable"
shall be determined by dividing (i) the total amount received or receivable by
the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (ii)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities. No further adjustment of the
Conversion Price shall be made when Common Stock is actually issued upon the
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this Section 6, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

          (c) Change in Option price or Conversion Rate. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the conversion or exchange of any Convertible Securities or the rate at which
any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time (other than by reason of the antidilution provisions
contained therein), the Conversion Price in effect at the time of such change
shall be immediately adjusted 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;
provided that if such adjustment would result in an increase of the Conversion
Price then in effect, such adjustment shall not be effective until 30 days after
written notice thereof has been given by the Corporation to all holders of the
Series C Preferred. For purposes of Section 6.3, if the terms of any Option or
Convertible Security which was outstanding as of the date of issuance of the
Series C Preferred are changed in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change.

          (d) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided that if such expiration or termination would result
in an increase in the Conversion Price then in effect, such increase shall not
be effective until 30 days after written notice thereof has been given to all
holders of the Series C Preferred. For purposes of Section 6.3, the expiration
or termination of any Option or Convertible Security which was outstanding as of
the date of issuance of the Series C Preferred shall not cause the Conversion
Price hereunder to be adjusted unless, and only to the extent that, a change in
the terms of such Option or Convertible Security caused it to be deemed to have
been issued after the date of issuance of the Series C Preferred.

          (e) Calculation of Consideration Received. If any Common Stock, Option
or Convertible Security is 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 Corporation therefor (net of discounts, commissions and related
expenses). If any Common Stock, Option or Convertible Security is issued or sold
for a consideration other than cash, the amount of the consideration other than
cash received by the Corporation shall be the fair value of such consideration,
except where such consideration consists of securities, in which case the amount
of consideration received by the Corporation shall be the Closing Price thereof
as of the date of receipt. If any Common Stock, Option or Convertible Security
is issued to the owners of the non-surviving entity in connection with any
merger in which the Corporation 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 entity as is attributable to
such Common Stock, Option or Convertible Security, as the case may be. The fair
value of any consideration other than cash and securities shall be determined
jointly by the Corporation and the holders of a majority of the outstanding
Series C Preferred. If such parties are unable to reach agreement within a
reasonable period of time, the fair value of such consideration shall be
determined by an independent appraiser experienced in valuing such type of
consideration jointly selected by the Corporation and the holders of a majority
of the outstanding Series C Preferred. The determination of such appraiser shall
be final and binding upon the parties, and the fees and expenses of such
appraiser shall be borne by the Corporation.

          (f) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.01.

          (g) Treasury Shares. 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 Corporation or any Subsidiary, and the disposition of any shares so owned
or held shall be considered an issue or sale of Common Stock.

          (h) Record Date. If the Corporation takes a record of the holders of
Common Stock for the purpose of entitling them (i) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (ii) 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 upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

          6.4 Subdivision or Combination of Common Stock. If the Corporation at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced, and if the Corporation at any
time combines (by reverse stock split or otherwise) one or more series of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

          6.5 Reorganization, Reclassification, Consolidation, Merger or Sale.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock, is referred to herein as an "Organic Change." Prior to the
consummation of any Organic Change, the Corporation shall make appropriate
provisions (in form and substance satisfactory to the holders of a majority of
the Series C Preferred then outstanding) to insure that each of the holders of
Series C Preferred shall thereafter have the right to acquire and receive, at
such holder's election, either (a) such shares of stock, securities or assets as
such holder would have received in connection with such Organic Change if such
holder had converted its Series C Preferred immediately prior to such Organic
Change or (b) such shares of stock of the successor entity having the same or
comparable rights, privileges and preferences as the Series C Preferred. In each
such case, the Corporation shall also make appropriate provisions (in form and
substance satisfactory to the holders of a majority of the Series C Preferred
then outstanding) to insure that the provisions of this Section 6 and Sections 7
and 8 hereof shall thereafter be applicable to the Series C Preferred
(including, in the case of any such consolidation, merger or sale in which the
successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Price to the value for the Common Stock
reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of shares of Conversion Stock
acquirable and receivable upon conversion of Series C Preferred, if the value so
reflected is less than the Conversion Price in effect immediately prior to such
consolidation, merger or sale). If the successor entity after a consolidation,
merger or sale is other than the Corporation, then prior to the consummation
thereof, the holders of Series C Preferred shall have the right to convert all
of their Shares to Conversion Stock. To the extent that Shares are not converted
to Conversion Stock in such case, the Corporation shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form and substance satisfactory to
the holders of a majority of the Series C Preferred then outstanding) the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

          6.6 Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 6 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features or the
payment, issuance or distribution by the Corporation to the holders of Common
Stock of any debt securities of the Corporation), then the Corporation's Board
of Directors shall make an appropriate adjustment in the Conversion Price so as
to protect the rights of the holders of Series C Preferred; provided that no
such adjustment shall increase the Conversion Price as otherwise determined
pursuant to this Section 6 or decrease the number of shares of Conversion Stock
issuable upon conversion of each Share of Series C Preferred.

          6.7 Notices.

          (a) Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Series C
Preferred, setting forth in reasonable detail and certifying the calculation of
such adjustment.

          (b) The Corporation shall give written notice to all holders of Series
C Preferred at least 20 days prior to the date on which the Corporation closes
its books or takes a record (i) with respect to any dividend or distribution
upon Common Stock, (ii) with respect to any pro rata subscription offer to
holders of Common Stock or (iii) for determining rights to vote with respect to
any Organic Change, dissolution or liquidation.

          (c) The Corporation shall also give written notice to the holders of
Series C Preferred at least 20 days prior to the date on which any Organic
Change shall take place.

          6.8 Mandatory Conversion. Beginning on the second anniversary of the
date of issuance, the Corporation may require the conversion of all, but not
less than all, of the outstanding shares of Series C Preferred in the event of
the consummation of a firm commitment underwritten Public Offering of shares of
the Corporation's Common Stock in which (a) the aggregate price paid by the
public for the shares shall be at least $30 million and (b) the price per share
paid by the public for such shares shall be at least 200% of the then applicable
Conversion Price. Any such automatic conversion shall only be effected at the
time of and subject to the closing of the sale of such shares pursuant to such
Public Offering and upon written notice of such automatic conversion delivered
to all holders of Series C Preferred at least seven days prior to such closing.

          Section 7. Liquidating Dividends.

          If the Corporation declares or pays a dividend upon the Common Stock
payable otherwise than in cash out of earnings or earned surplus (determined in
accordance with generally accepted accounting principles, consistently applied)
except for a stock dividend payable in shares of Common Stock (a "Liquidating
Dividend"), then the Corporation shall pay to the holders of Series C Preferred
at the time of payment thereof the Liquidating Dividends which would have been
paid on the shares of Conversion Stock had such Series C Preferred been
converted immediately prior to the date on which a record is taken for such
Liquidating Dividend, or, if no record is taken, the date as of which the record
holders of Common Stock entitled to such dividends are to be determined.

          Section 8. Purchase Rights.

          If at any time the Corporation grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then each holder of Series C Preferred shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of Conversion Stock acquirable upon conversion of such
holder's Series C Preferred immediately before the date on which a record is
taken for the grant, issuance or sale of such Purchase Rights, or if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

          Section 9. Events of Noncompliance.

          9.1 Definition. An "Event of Noncompliance" shall have occurred if:

          (a) the Corporation fails to pay on any Dividend Payment Date the full
amount of dividends then accrued on the Series C Preferred, whether or not such
payment is legally permissible or is prohibited by any agreement to which the
Corporation is subject;

          (b) the Corporation fails to make any redemption payment with respect
to the Series C Preferred which it is required to make hereunder, whether or not
such payment is legally permissible or is prohibited by any agreement to which
the Corporation is subject;

          (c) the Corporation breaches or otherwise fails to perform or observe
any other covenant or agreement set forth herein or in the Purchase Agreement,
provided that no Event of Noncompliance shall have occurred under this Section
9.1 (c) if the Corporation establishes (to the reasonable satisfaction of the
holders of at least a majority of the Series C Preferred then outstanding) that
the Event of Noncompliance is not material to the financial condition, operating
results, operations, assets or business prospects of the Corporation and its
Subsidiaries, taken as a whole;

          (d) any representation or warranty contained in the Purchase Agreement
or required to be furnished to any holder of Series C Preferred pursuant to the
Purchase Agreement, or any information contained in writing furnished by the
Corporation or any Subsidiary to any holder of Series C Preferred, is not true
and correct in all material respects on the date made or furnished; or

          (e) the Corporation makes an assignment for the benefit of creditors
or admits in writing its inability to pay its debts generally as they become
due; or an order, judgment or decree is entered adjudicating the Corporation
bankrupt or insolvent (which is not dismissed within 30 days); or any order for
relief with respect to the Corporation is entered under the Federal Bankruptcy
Code; or the Corporation petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator of the Corporation
or of any substantial part of the assets of the Corporation, or commences any
proceeding relating to the Corporation under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Corporation and such petition, application
or proceeding is not dismissed within 60 days.

          9.2 Consequences of Events of Noncompliance.

          If an Event of Noncompliance has occurred, the then applicable
Dividend Rate on the Series C Preferred shall increase immediately by an
increment of two percentage points (2%) and shall be payable on the sum of the
Liquidation Value plus all accrued and unpaid dividends thereon. Any increase of
the dividend rate resulting from the operation of this subparagraph shall
terminate as of the close of business on the date on which no Event of
Noncompliance exists, subject to subsequent increases pursuant to this Section.

          Section 10. Registration of Transfer.

          The Corporation shall keep at its principal office a register for the
registration of Series C Preferred. Upon the surrender of any certificate
representing Series C Preferred at such place, the Corporation shall, at the
request of the record holder of such certificate, execute and deliver (at the
Corporation's expense) a new certificate or certificates in exchange therefor
representing in the aggregate the number of Shares represented by the
surrendered certificate. Each such new certificate shall be registered in such
name and shall represent such number of Shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and dividends shall accrue on the Series C Preferred
represented by such new certificate from the date to which dividends have been
fully paid on such Series C Preferred represented by the surrendered
certificate.

          Section 11. Replacement.

          Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
Shares of Series C Preferred, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall 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 certificate a new
certificate of like kind representing the number of Shares of such Series
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Series C Preferred represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          Section 12. Definitions.

          "Average Market Price" of any security means the average of the
closing prices of such security's sales on all securities exchanges on which
such security may at the time be listed, or, if there has been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the Nasdaq System as of 4:00 P.M., New York time, or, if on any day such
security is not quoted in the Nasdaq System, the average of the highest bid and
lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 90 days
consisting of the day as of which "Average Market Price" is being determined and
the 89 consecutive business days prior to such day. If at any time such security
is not listed on any securities exchange or quoted in the Nasdaq System or the
over-the-counter market, the "Average Market Price" shall be the fair value
thereof determined jointly by the Corporation and the holders of a majority of
the Series C Preferred. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an independent
appraiser experienced in valuing securities jointly selected by the Corporation
and the holders of a majority of the Series C Preferred. The determination of
such appraiser shall be final and binding upon the parties, and the Corporation
shall pay the fees and expenses of such appraiser.

          "Closing" shall have the meaning ascribed to such term in the Purchase
Agreement.

          "Closing Price" of any security means the average of the closing
prices of such security's sales on all securities exchanges on which such
security may at the time be listed on the trading day immediately prior to any
date of determination, or, if there has been no sales on any such exchange, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any such day such security is not so listed, the
average of the representative bid and asked prices quoted in the Nasdaq System
as of 4:00 P.M., New York time, or, if on any such day such security is not
quoted in the Nasdaq System, the average of the highest bid and lowest asked
prices on such day in the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar successor organization.
If at any time such security is not listed on any securities exchange or quoted
in the Nasdaq System or the over-the-counter market, the "Closing Price" shall
be the fair value thereof determined jointly by the Corporation and the holders
of a majority of the Series C Preferred. If such parties are unable to reach
agreement within a reasonable period of time, such fair value shall be
determined by an independent appraiser experienced in valuing securities jointly
selected by the Corporation and the holders of a majority of the Series C
Preferred. The determination of such appraiser shall be final and binding upon
the parties, and the Corporation shall pay the fees and expenses of such
appraiser.

          "Common Stock" means, collectively, the Corporation's Common Stock,
par value $.01 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding up of the Corporation.

          "Common Stock Deemed Outstanding" means, at any given time, the number
of shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Section 6.3(a) and
(b) hereof whether or not the Options or Convertible Securities are actually
exercisable at such time, but excluding any shares of Common Stock issuable upon
conversion of the Series C Preferred.

          "Conversion Stock" means shares of the Corporation's Common Stock, par
value $0.01 per share; provided that if there is a change such that the
securities issuable upon conversion of the Series C Preferred are issued by an
entity other than the Corporation or there is a change in the type or Series of
securities so issuable, then the term "Conversion Stock" shall mean one share of
the security issuable upon conversion of the Series C Preferred if such security
is issuable in shares, or shall mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

          "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

          "Junior Securities" means any capital stock or other equity securities
of the Corporation, except for the Series A Preferred, the Series B Preferred
and the Series C Preferred.

          "Liquidation Value" of any Share as of any particular date shall be
equal to $1,000.

          "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

          "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

          "Public Offering" means any offering by the Corporation of its capital
stock or equity securities to the public pursuant to an effective registration
statement under the Securities Act of 1933, as then in effect, or any comparable
statement under any similar federal statute then in force; provided that for
purposes of Section 6.8 hereof, a Public Offering shall not include an offering
made in connection with a business acquisition or combination or an employee
benefit plan.

          "Purchase Agreement" means the Purchase Agreement, dated as of October
23, 1996, by and among the Corporation, Antares Leveraged Capital Corp. and
Golder, Thoma, Cressey, Rauner Fund IV Limited Partnership, as such agreement
may from time to time be amended in accordance with its terms.

          "Redemption Date" as to any Share means the date specified in the
notice of any redemption at the Corporation's option; provided that no such date
shall be a Redemption Date unless the Liquidation Value of such Share, plus all
accrued and unpaid dividends thereon, is actually paid in full on such date, and
if not so paid in full, the Redemption Date shall be the date on which such
amount is fully paid.

          "Series A Preferred" means the Corporation's Series A Convertible
Preferred Stock, par value of $.01 per share.

          "Series B Preferred" means the Corporation's Series B Convertible
Preferred Stock par value of $.01 per share.

          "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control the managing general partner of such limited liability
company, partnership, association or other business entity.

          Section 13. Amendment and Waiver.

          No amendment, modification or waiver shall be binding or effective
with respect to any provision of Sections 1 to 14 hereof without the prior
written consent of the holders of a majority of the Series C Preferred
outstanding at the time such action is taken; provided that no change in the
terms hereof may be accomplished by merger or consolidation of the Corporation
with another corporation or entity unless the Corporation has obtained the prior
written consent of the holders of the applicable percentage of the Series C
Preferred then outstanding.

          Section 14. Notices.

          Except as otherwise expressly provided hereunder, all notices referred
to herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested and postage prepaid, or by reputable overnight
courier service, charges prepaid, and shall be deemed to have been given when so
mailed or sent (a) to the Corporation, at its principal executive offices and
(b) to any stockholder, at such holder's address as it appears in the stock
records of the Corporation (unless otherwise indicated by any such holder). 

                                  * * * * * *

<PAGE>


          IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made herein are true under the penalties of perjury
this ________day of January, 1999.

                                    /s/ David A. White
                                    -----------------------
                                    Title: Chief Executive Officer
                                    Name: David A. White


ATTEST:

/s/ David Higson
---------------------
Name: David Higson
Title: Secretary