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                                                                     EXHIBIT 4.1

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                    AND RELATIVE, PARTICIPATING, OPTIONAL AND
                        OTHER SPECIAL RIGHTS OF PREFERRED
                      STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                       OF

                 SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       OF

                            NEXTERA ENTERPRISES, INC.

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

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

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

                Nextera Enterprises, Inc., a Delaware corporation (the
"Corporation") certifies that pursuant to the authority contained in Article Six
of its Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation at a meeting duly called and held on December 14, 2000 adopted the
following resolution which resolution remains in full force and effect on the
date hereof:

                RESOLVED, that there is hereby established a series of
authorized preferred stock having a par value of $.001 per share, which series
shall be designated as "Series A Cumulative Convertible Preferred Stock" (the
"Series A Preferred Stock") and shall consist of 600,000 shares.

                RESOLVED FURTHER, that the Series A Preferred Stock shall have
the following voting powers, preferences and relative, participating, optional
and other special rights, and qualifications, limitations and restrictions
thereof as follows:

                1. Certain Definitions.

                Unless the context otherwise requires, the terms defined in this
paragraph 1 shall have, for all purposes of this resolution, the meanings herein
specified (with terms defined in the singular having comparable meanings when
used in the plural).

                Business Day. The term "Business Day" shall mean a day other
than a Saturday or Sunday or any federal holiday.

                Common Equity. The term "Common Equity" shall mean all shares
now or hereafter authorized of any class of Common Stock of the Corporation,
including the Class A Common Stock and Class B Common Stock, and any other stock
of the Corporation, howsoever designated, authorized after the Initial Issue
Date, which has the right (subject always to prior rights of any class or series
of



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preferred stock) to participate in the distribution of the assets and earnings
of the Corporation without limit as to per share amount.

                Class A Common Stock. The term "Class A Common Stock" shall mean
the Class A Common Stock, par value $.001 per share, of the Corporation.

                Class B Common Stock. The term "Class B Common Stock" shall mean
the Class B Common Stock, par value $.001 per share, of the Corporation.

                Common Stock. The term "Common Stock" shall mean the Class A
Common Stock and Class B Common Stock.

                Conversion Price. The term "Conversion Price" shall, for the
period commencing on June 30, 2001 and extending until the date that is
twenty-four months after the Initial Issue Date (the "Initial Conversion Price
Period"), mean the lesser of (i) $3.00 or (ii) one hundred and fifty percent
(150%) of the average of the Quoted Price of the Class A Common Stock for the
final ten (10) Trading Days (defined below) immediately preceding June 30, 2001
(the "Initial Conversion Price"), and thereafter shall be reset at the lower of
(i) the Initial Conversion Price, or (ii) eighty percent (80%) of the average of
the Quoted Price of the Class A Common Stock for the final thirty (30) Trading
Days of the Initial Conversion Price Period (the "Reset Conversion Price");
provided, however, that in no event shall the Conversion Price of the Series A
Preferred Stock be less than the Quoted Price of the Class A Common Stock on the
last trading day prior to the Initial Issue Date, subject to adjustment as
provided in paragraph 4 below.

                Dividend Payment Date. The term "Dividend Payment Date" shall
have the meaning set forth in subparagraph 2(c) below.

                Dividend Period. The term "Dividend Period" shall mean the
period from, and including, the Initial Issue Date to, but not including, the
first Dividend Payment Date and thereafter, each quarterly period from, and
including, the Dividend Payment Date to, but not including the next Dividend
Payment Date.

                Exchange Date. The term "Exchange Date" shall have the meaning
set forth in subparagraph 6(b) below.

                Exchange Debentures. The term "Exchange Debentures" shall mean
debentures of Nextera Enterprises, Inc. in a form substantially similar (and
with respect to economic terms identical, including, if applicable, identical
subordination agreements as in effect immediately prior to the Initial Issue
Date) to that certain Amended and Restated Debenture of Nextera Enterprises,
Inc., in the original principal amount of $24,970,000 dated as of December 31,
1997, as amended, except that the original issue date of the Exchange Debentures
shall be the Exchange Date.

                Initial Issue Date. The term "Initial Issue Date" shall mean the
date that shares of Series A Preferred Stock are first issued by the
Corporation.

                Junior Stock. The term "Junior Stock" shall mean, for purposes
of paragraph 2 below, Common Equity and any class or series of stock of the
Corporation authorized after the Initial Issue Date which is not entitled to
receive any dividends in any Dividend Period unless all dividends required to
have been paid or declared and set apart for payment on the Series A Preferred
Stock shall have been



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so paid or declared and set apart for payment, and for purposes of paragraph 3
below, shall mean Common Equity and any class or series of stock of the
Corporation authorized after the Initial Issue Date which is not entitled to
receive any assets upon liquidation, dissolution or winding up of the affairs of
the Corporation until the Series A Preferred Stock shall have received the
entire amount to which such stock is entitled upon such liquidation, dissolution
or winding up.

                Liquidation Preference. The term "Liquidation Preference" shall
mean $100 per share.

                Parity Stock. The term "Parity Stock" shall mean, for purposes
of paragraph 2 below, any class or series of stock of the Corporation authorized
after the Initial Issue Date which is entitled to receive payment of dividends
on a parity with the Series A Preferred Stock, and for purposes of paragraph 3
below, shall mean any class or series of stock of the Corporation authorized
after the Initial Issue Date which is entitled to receive assets upon
liquidation, dissolution or winding up of the affairs of the Corporation on a
parity with the Series A Preferred Stock.

                PIK Dividends. The term "PIK Dividends" shall have the meaning
set forth in subparagraph 2(b) below.

                Premium Redemption Price. The term "Premium Redemption Price"
shall have the meaning set forth in subparagraph 5(b) below.

                Quoted Price. The term "Quoted Price" with respect to either the
Class A Common Stock or another security shall mean the last reported sales
price of the applicable security as reported by the National Association of
Securities Dealers, Inc. Automatic Quotations System, National Market System,
or, if the applicable security is listed or admitted for trading on a securities
exchange, the last reported sales price of the applicable security on the
principal exchange on which the applicable security is listed or admitted for
trading (which shall be for consolidated trading if applicable to such
exchange), or if neither so reported or listed or admitted for trading, the last
reported bid price of the applicable security in the over-the-counter market. In
the event that the Quoted Price cannot be determined as aforesaid, the Board of
Directors of the Corporation shall determine the Quoted Price on the basis of
such quotations as it in good faith considers appropriate. Such determination
may be challenged in good faith by a majority of holders of shares of Series A
Preferred Stock, and any dispute shall be resolved at the Corporation's cost, by
an investment banking firm of recognized national standing selected by the
Corporation and acceptable to such holders of Series A Preferred Stock and shall
be made in good faith and be conclusive absent manifest error.

                Record Date. The term "Record Date" shall mean the date
designated by the Board of Directors of the Corporation at the time a dividend
is declared; provided, however, that such Record Date shall not be more than
thirty (30) days nor less than ten (10) days prior to the respective Dividend
Payment Date or such other date designated by the Board of Directors for the
payment of dividends.

                Redemption Date. The term "Redemption Date" shall have the
meaning set forth in subparagraph 5(c) below.

                Redemption Price. The term "Redemption Price" shall mean a price
per share equal to the Liquidation Preference together with accrued and unpaid
dividends thereon to the Redemption Date.

                Reset Conversion Price. The term "Reset Conversion Price" shall
have the meaning set forth in the definition for Conversion Price in this
paragraph 1.



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                Senior Stock. The term "Senior Stock" shall mean, for purposes
of paragraph 2 below, any class or series of stock of the Corporation authorized
after the Initial Issue Date ranking senior to the Series A Preferred Stock in
respect of the right to receive dividends, and for purposes of paragraph 3
below, shall mean any class or series of stock of the Corporation authorized
after the Initial Issue Date ranking senior to the Series A Preferred Stock in
respect of the right to participate in any distribution upon liquidation,
dissolution or winding up of the affairs of the Corporation.

                Trading Day. The term "Trading Day" with respect to the Common
Stock shall mean any day on which any market in which the Common Stock is then
traded and in which a Quoted Price may be ascertained is open for business.

                2. Dividends.

                (a) Subject to the prior preferences and other rights of any
Senior Stock as to dividends, the record holders of Series A Preferred Stock
shall be entitled to receive dividends, when and as declared by the Board of
Directors of the Corporation, out of funds legally available for payment of
dividends. Except as provided in paragraph 6 below, such dividends shall be
cumulative and shall be payable at the rate of ten percent (10%) per annum of
the Liquidation Preference for the period commencing on the Initial Issue Date
and extending for through and including June 30, 2001. Thereafter, such dividend
shall be cumulative and shall be payable at the rate of seven percent (7%) per
annum of the Liquidation Preference.

                (b) Dividends on the Series A Preferred Stock shall be paid in
cash, or at the option of the Corporation, in substitute in whole or in part for
such cash, in additional fully paid and nonassessable shares of Series A
Preferred Stock legally available for such purpose (such dividends paid in kind
being herein called "PIK Dividends"). Dividends of additional shares of Series A
Preferred Stock shall be paid by delivering to each record holder of Series A
Preferred Stock a number of additional shares of Series A Preferred Stock
determined by dividing the total amount of the cash dividend which otherwise
would be payable on the Dividend Payment Date to such holder (rounded to the
nearest whole cent) by the Liquidation Preference, rounded up to the nearest
whole share. The issuance of any such PIK Dividend in such amount shall
constitute full payment of such dividend. In no event shall the election by the
Corporation to pay dividends, in whole or in part, in cash or in additional
shares of Series A Preferred Stock preclude the Corporation from making a
different election with respect to all or a portion of the dividends to be paid
on the Series A Preferred Stock on any subsequent Dividend Payment Date. Any
additional shares of Series A Preferred Stock issued pursuant to this paragraph
shall be governed by this resolution and shall be subject in all respects,
except as to the date of issuance and date from which dividends accrue and
cumulate as set forth below, to the same terms as the shares of Series A
Preferred Stock originally issued hereunder. All dividends (whether payable in
cash or in whole or in part in additional shares of Series A Preferred Stock)
paid pursuant to this paragraph shall be paid in equal pro rata proportions of
such cash and/or shares of Series A Preferred Stock to the holders entitled
thereto.

                (c) Dividends on shares of Series A Preferred Stock shall accrue
and be cumulative from the date of issuance of such shares. Dividends shall be
payable quarterly in arrears when and as declared by the Board of Directors of
the Corporation on March 15, June 15, September 15, and December 15 of each year
(a "Dividend Payment Date"), commencing on March 15, 2001 and for shares paid as
PIK Dividends, commencing on the first Dividend Payment Date after such shares
are issued. If any Dividend Payment Date occurs on a day that is not a Business
Day, any accrued



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dividends otherwise payable on such Dividend Payment Date shall be paid on the
next succeeding Business Day. The amount of dividends payable on Series A
Preferred Stock for each full Dividend Period shall be computed by dividing by
four (4) the annual rate per share set forth in subparagraph 2(a) above.
Dividends shall be paid to the holders of record of the Series A Preferred Stock
as their names shall appear on the share register of the Corporation on the
Record Date for such dividend. Dividends payable in any Dividend Period which is
less than a full Dividend Period in length will be computed on the basis of a
ninety (90) day quarterly period and actual days elapsed in such Dividend
Period. If a cash dividend may not legally be paid in the full amount to which
shares of Series A Preferred Stock are entitled with respect to any Dividend
Period, dividends in the full preferential amount hereby provided shall be, to
the extent legally and contractually permissible, declared and paid as PIK
Dividends. Dividends on account of arrears for any past Dividend Periods may be
declared and paid at any time to holders of record on the Record Date therefor.

                (d) In the event that full dividends are not paid or made
available to the holders of all outstanding shares of Series A Preferred Stock
and of any Parity Stock and funds available for payment of dividends shall be
insufficient to permit payment in full to holders of all such stock of the full
preferential amounts to which they are then entitled, then the entire amount
available for payment of dividends shall be distributed ratably among all such
holders of Series A Preferred Stock and of any Parity Stock in proportion to the
full amount to which they would otherwise be respectively entitled. For purposes
of this subparagraph, the amount of legally available PIK Dividends shall be
deemed funds available for payment of dividends, but shall not require payment
of PIK Dividends on Parity Stock.

                (e) Notwithstanding anything contained herein to the contrary,
no dividends on shares of Series A Preferred Stock shall be declared by the
Board of Directors of the Corporation or paid or set apart for payment by the
Corporation at such time as the terms and provisions of any agreement of the
Corporation, including any agreement relating to its indebtedness, prohibits
such declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

                (f) So long as any shares of Series A Preferred Stock shall be
outstanding, without the written approval of holders of a majority of the
outstanding shares of Series A Preferred Stock, the Corporation shall not
declare, pay or set apart for payment on any Junior Stock any dividends
whatsoever, whether in cash, property or otherwise (other than dividends payable
in shares of the class or series upon which such dividends are declared or paid,
or payable in shares of Common Stock with respect to Junior Stock other than
Common Stock), nor shall the Corporation make any distribution on any Junior
Stock, nor shall any Junior Stock be purchased, redeemed or otherwise acquired
by the Corporation.

                3. Distributions Upon Liquidation, Dissolution or Winding Up.

                (a) In the event of any voluntary or involuntary liquidation,
dissolution or other winding up of the affairs of the Corporation, subject to
the prior preferences and other rights of any Senior Stock as to liquidation
preferences, but before any payment or distribution shall be made to the holders
of Junior Stock, the holders of Series A Preferred Stock shall be entitled to be
paid out of the assets of the Corporation in cash or property at its fair market
value as determined by the Board of Directors of the Corporation the Liquidation
Preference per share plus an amount equal to all dividends accrued and unpaid
thereon to the date of such liquidation or dissolution or such other winding up.



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Except as provided in this paragraph, holders of Series A Preferred Stock shall
not be entitled to any distribution in the event of liquidation, dissolution or
winding up of the affairs of the Corporation.

                (b) If, upon any such liquidation, dissolution or other winding
up of the affairs of the Corporation the assets of the Corporation shall be
insufficient to permit the payment in full of the Liquidation Preference per
share plus an amount equal to all dividends accrued and unpaid on the Series A
Preferred Stock and the full liquidating payments on all Parity Stock, then the
assets of the Corporation remaining after the distributions to holders of any
Senior Stock of the full amounts to which they may be entitled shall be ratably
distributed among the holders of Series A Preferred Stock and of any Parity
Stock in proportion to the full amounts to which they would otherwise be
respectively entitled if all amounts thereon were paid in full.

                (c) The merger or consolidation of the Corporation into or with
another corporation in which the Corporation is not the surviving corporation or
any other transaction which results in the Corporation's stockholders
immediately prior to such transaction owning less than 50% of the Corporation's
voting power immediately after such transaction, or the sale of all or
substantially all of the assets of the Corporation, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for purposes of this
paragraph 3. The amount deemed distributed to the holders of Series A Preferred
Stock upon any such merger or consolidation shall be the cash or the value of
the property, rights or securities distributed to such holders by the acquiring
person, firm or other entity.

                4. Conversion Rights.

                (a) Subject to and upon compliance with the provisions of this
paragraph 4, each share of Series A Preferred Stock shall, at the option of the
holder thereof, be convertible at any time after June 30, 2001 into that number
of fully paid and non-assessable shares of Class A Common Stock (calculated as
to each conversion to the nearest 1/100th of a share) obtained by dividing the
Liquidation Preference by the Conversion Price in effect at such time and by
surrender of such share so to be converted in the manner provided in paragraph
4(b).

                (b) In order to exercise the conversion privilege, the holder of
one or more shares of Series A Preferred Stock to be converted shall surrender
such shares at any of the offices or agencies to be maintained for such purpose
by the Corporation accompanied by the funds, if any, required by the last
paragraph of this section 4(b) and shall give written notice by first class
mail, postage prepaid, to the Corporation at such office or agency that the
holder elects to convert the shares of Series A Preferred Stock specified in
said notice. Such notice shall also state the name or names, together with
address or addresses, in which the certificate or certificates for shares of
Class A Common Stock which shall be issuable in such conversion shall be issued.
Each share of Series A Preferred Stock surrendered for conversion shall, unless
the shares issuable on conversion are to be issued in the same name as the name
in which such share is registered, be accompanied by instruments of transfer, in
form satisfactory to the Corporation, duly executed by the holder or his duly
authorized attorney and an amount sufficient to pay any transfer or similar tax.
As promptly as practicable after the surrender of such shares of Series A
Preferred Stock and the receipt of such notice, instruments of transfer and
funds, if any, as aforesaid, the Corporation shall issue and shall deliver at
such office or agency to such holder, or on his written order a certificate or
certificates for the number of full shares of Class A Common Stock issuable upon
the conversion of such share of Series A Preferred Stock in accordance with the
provisions of this paragraph 4 and a check or cash in respect of any fractional
interest in a share of Class A Common Stock arising upon such conversion, as
provided in paragraph 4(c).



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                Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which such shares of
Series A Preferred Stock shall have been surrendered and such notice (and any
applicable instruments of transfer and any required taxes) received by the
Corporation as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Class A Common Stock shall be issuable
upon such conversion shall be deemed to have become the holder or holders of
record of the shares represented thereby at such time on such date, and such
conversion shall be at the Conversion Price in effect at such time on such date,
unless the stock transfer books of the Corporation shall be closed on that date,
in which event such person or persons shall be deemed to have become such holder
or holders of record at the close of business on the next succeeding day on
which such stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such shares of Series A
Preferred Stock shall have been surrendered and such notice received by the
Corporation. No adjustment shall be made for dividends accrued on any shares of
Series A Preferred converted as provided in this paragraph.

                (c) No fractional shares or scrip representing fractions of
shares of Class A Common Stock shall be issued upon conversion of Series A
Preferred Stock. In lieu of any fractional interest in a share of Class A Common
Stock which would otherwise be deliverable upon the conversion of any share of
Series A Preferred Stock, the Corporation shall pay to the holder of such shares
an amount in cash (computed to the nearest cent) equal to the Quoted Price of
the Class A Common Stock on the business day next preceding the day of
conversion multiplied by the fractional interest that otherwise would have been
deliverable upon conversion of such share.

                (d) The Conversion Price shall be subject to adjustment from
time to time by the Corporation as follows:

                        (i) In case the Corporation shall (A) pay a dividend or
make a distribution on its Common Stock in shares of Common Stock, (B) subdivide
its outstanding shares of Common Stock into a greater number of shares, (C)
combine its outstanding shares of Common Stock into a smaller number of shares,
or (D) issue by reclassification of its Common Stock any shares of capital stock
of the Corporation, then in each such case the Conversion Price in effect
immediately prior to such action shall be adjusted so that the holder of any
share of Series A Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other capital stock
of the Corporation which he would have owned or been entitled to receive
immediately following such action had such share been converted immediately
prior to the occurrence of such event. An adjustment made pursuant to this
paragraph 4(d)(i) shall become effective immediately after the record date, in
the case of a dividend or distribution, or immediately after the effective date,
in the case of a subdivision, combination or reclassification. If, as a result
of an adjustment made pursuant to this paragraph 4(d)(i), the holder of any
share of Series A Preferred Stock thereafter surrendered for conversion shall
become entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and other capital stock of the Corporation, the Board of
Directors (whose determination shall be conclusive and shall be described in a
statement filed by the Corporation with the stock transfer or conversion agent,
as appropriate) shall determine the allocation of the adjusted Conversion Price
between or among shares of such classes of capital stock or shares of Common
Stock and other capital stock.

                        (ii) In case the Corporation shall issue rights or
warrants to all holders of its outstanding shares of Common Stock entitling them
(for a period expiring within 45 days after the record date mentioned below) to
subscribe for or purchase shares of Common Stock at a price



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per share less than the current market price per share (as determined pursuant
to paragraph 4(d)(iv)) of the Common Stock (other than pursuant to any stock
option, restricted stock or other incentive or benefit plan or stock ownership
or purchase plan for the benefit of employees, directors or officers or any
dividend reinvestment plan of the Corporation in effect at the time hereof or
any other similar plan adopted or implemented hereafter), then the Conversion
Price in effect immediately prior thereto shall be adjusted so that it shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to the date of issuance of such rights or warrants by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants (immediately
prior to such issuance) plus the number of shares which the aggregate offering
price of the total number of shares so offered would purchase at such current
market price, and of which the denominator shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights or warrants
(immediately prior to such issuance) plus the number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment shall be made
successively whenever any rights or warrants are issued, and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; provided, however, in
the event that all the shares of Common Stock offered for subscription or
purchase are not delivered upon the exercise of such rights or warrants, upon
the expiration of such rights or warrants the Conversion Price shall be
readjusted to the Conversion Price which would have been in effect had the
numerator and the denominator of the foregoing fraction and the resulting
adjustment been made based upon the number of shares of Common Stock actually
delivered upon the exercise of such rights or warrants rather than upon the
number of shares of Common Stock offered for subscription or purchase. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such current market price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the Corporation
for such rights or warrants, the value of such consideration, if other than
cash, to be determined by the Board of Directors (whose determination shall be
conclusive and shall be described in a statement filed by the Corporation with
the stock transfer or conversion agent, as appropriate).

                        (iii) In case the Corporation shall, by dividend or
otherwise, distribute to all holders of its outstanding Common Stock or capital
stock (other than Common Stock), evidences of its indebtedness or assets
(including securities and cash, but excluding any cash dividends paid by the
Corporation in the ordinary course, and excluding dividends or distributions
payable in stock for which adjustment is made pursuant to paragraph 4(d)(i) or
rights or warrants to subscribe for or purchase securities of the Corporation
(excluding those referred to in paragraph 4(d)(ii)), then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the record date of such distribution by a fraction of which the numerator shall
be the current market price per share as determined pursuant to paragraph
4(d)(iv) of the Common Stock less the fair market value on such record date (as
determined by the Board of Directors, whose determination shall be conclusive
and shall be described in a statement filed by the Corporation with the stock
transfer or conversion agent, as appropriate) of the portion of the capital
stock or assets or the evidences of indebtedness or assets so distributed to the
holder of one share of Common Stock or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator shall be
such current market price per share of Common Stock. Such adjustment shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.

                        (iv) For the purpose of any computation under paragraphs
4(d)(ii) and (iii), the current market price per share of Common Stock on any
date shall be deemed to be the



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average of the Quoted Price for the shorter of (A) 30 consecutive Trading Days
ending on the last full trading day prior to the Time of Determination or (B)
the period commencing on the date next succeeding the first public announcement
of the issuance of such rights or warrants or such distribution through such
last full Trading Day prior to the Time of Determination. For purposes of the
foregoing, the term "Time of Determination" shall mean the time and date of the
earlier of (I) the record date for determining stockholders entitled to receive
the rights, warrants or distributions referred to in paragraphs 4(d)(ii) and
(iii) or (II) the commencement of "ex-dividend" trading on the exchange or
market referred to in the definition of Quoted Price.

                        (v) If the Corporation shall issue any Common Stock
(other than "Excluded Stock," as defined below, or stock dividends,
subdivisions, split-ups, combinations or dividends which are covered by
paragraph 4(d)(i)), for a consideration per share less than the Conversion Price
in effect immediately prior to the issuance of such Common Stock (with such
Conversion Price for the period until June 30, 2001 deemed to be $3.00), the
Conversion Price in effect immediately after each such issuance shall forthwith
be adjusted to a price determined by multiplying the Conversion Price in effect
immediately prior to the issuance of such Common Stock by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issue plus the number of shares of Common Stock which
the aggregate consideration received by the Corporation for the total number of
additional shares of Common Stock so issued would purchase at such Conversion
Price in effect immediately prior to such issuance, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such issue plus the number of such additional shares of Common Stock so issued.

        For the purposes of any adjustment of a Conversion Price pursuant to
this paragraph 4(d)(v), the following provisions shall be applicable:

                        (1) In the case of the issuance of Common Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
without deducting any discounts or commissions paid or incurred by the
Corporation in connection with the issuance and sale thereof.

                        (2) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair value thereof as determined by the Board of
Directors of the Corporation.

                        (3) In the case of the issuance of (i) options to
purchase or rights to subscribe for Common Stock (other than Excluded Stock),
(ii) securities by their terms convertible into or exchangeable for Common Stock
(other than Excluded Stock), or (iii) options to purchase or rights to subscribe
for securities by their terms convertible into or exchangeable for Common Stock
(other than Excluded Stock):

                (A) the aggregate maximum number of shares of Common Stock
deliverable upon exercise of such options to purchase or rights to subscribe for
Common Stock shall be deemed to have been issued at the time such options or
rights were issued and for a consideration equal to the consideration
(determined in the manner provided in subdivisions (1) and (2) above), if any,
received by the Corporation upon the issuance of such options or rights plus the
minimum purchase price provided in such options or rights for the Common Stock
covered thereby;

                (B) the aggregate maximum number of shares of Common Stock
deliverable upon conversion of or in exchange for any such convertible or
exchangeable securities, or upon the exercise



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of options to purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange thereof, shall be
deemed to have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to the
consideration, if any, received by the Corporation for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration, if
any, to be received by the Corporation upon the conversion or exchange of such
securities or the exercise of any related options or rights (the consideration
in each case to be determined in the manner provided in subdivisions (1) and (2)
above);

                (C) on any change in the number of shares of Common Stock
deliverable upon exercise of any such options or rights or conversion of or
exchange for such convertible or exchangeable securities, or on any change in
the minimum purchase price of such options, rights or securities, other than a
change resulting from the antidilution provisions of such options, rights or
securities, the Conversion Price shall forthwith be readjusted to such
Conversion Price as would have obtained had the adjustment made upon (x) the
issuance of such options, rights or securities not exercised, converted or
exchanged prior to such change, as the case may be, been made upon the basis of
such change or (y) the options or rights related to such securities not
converted or exchanged prior to such change, as the case may be, been made upon
the basis of such change; and

                (D) on the expiration of any such options or rights, the
termination of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable securities, the
Conversion Price shall forthwith be readjusted to such Conversion Price as would
have obtained had the adjustment made upon the issuance of such options, rights,
convertible or exchangeable securities or options or rights related to such
convertible or exchangeable securities, as the case may be, been made upon the
basis of the issuance of only the number of shares of Common Stock actually
issued upon the exercise of such options or rights, upon the conversion or
exchange of such convertible or exchangeable securities or upon the exercise of
the options or rights related to such convertible or exchangeable securities, as
the case may be.

                        (vi) "Excluded Stock" shall mean:

                (A) All shares of capital stock issuable upon conversion of
shares of Series A Preferred Stock;

                (B) All shares of Common Stock or other securities issued to
employees, consultants or directors pursuant to stock option, stock grant, stock
purchase or similar plans or arrangements approved by the Board of Directors,
including without limitation upon the exercise of options currently outstanding;

                (C) All shares of Common Stock or other securities issued as a
dividend or other distribution in connection with which an automatic adjustment
in the Conversion Price is made; or

                (D) All shares of Common Stock issued pursuant to warrants or
other convertible securities outstanding as of the Initial Issue Date.

        All outstanding shares of Excluded Stock (including any shares issuable
upon conversion of the Series A Preferred Stock or upon exercise of outstanding
options, warrants or other convertible securities, but excluding shares reserved
for issuance for option plans for which options have not yet been granted) shall
be deemed to be outstanding for all purposes of the computations of paragraph
4(d)(v) above.



                                       10
<PAGE>   11

                        (vii) In any case in which this paragraph 4(d) shall
require that an adjustment be made immediately following a record date or an
effective date the Corporation may elect to defer (but only until the filing by
the Corporation with the stock transfer or conversion agent, as the case may be,
of the certificate required by paragraph 4(d)(ix)) issuing to the holder of any
share of Series A Preferred Stock converted after such record date or effective
date the shares of Common Stock issuable upon such conversion over and above the
shares of Common Stock issuable upon such conversion on the basis of the
Conversion Price prior to adjustment, and paying to such holder any amount of
cash in lieu of a fractional share.

                        (viii) No adjustment in the Conversion Price shall be
required to be made unless such adjustment would require an increase or decrease
of at least one percent of such price; provided, however, that any adjustments
which by reason of this paragraph (viii) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this paragraph 4(d) shall be made to the nearest cent or to
the nearest 1/1000th of a share, as the case may be. Anything in this paragraph
4(d) to the contrary notwithstanding, the Corporation shall be entitled to make
such reduction in the Conversion Price, in addition to those required by this
paragraph 4(d), as it in its discretion shall determine to be advisable in order
that any stock dividend, subdivision of shares, distribution of rights to
purchase stock or securities, or distribution of securities convertible into or
exchangeable for stock hereafter made by the Corporation to its stockholders
shall not be taxable to the recipients. Except as set forth in paragraphs
4(d)(i), (ii), (iii) and (iv) above, the Conversion Price shall not be adjusted
for the issuance of Common Stock, or any securities convertible into or
exchangeable for Common Stock or carrying the right to purchase any of the
foregoing, in exchange for cash, property or services.

                        (ix) Whenever the Conversion Price is adjusted as herein
provided, (A) the Corporation shall promptly file with the stock transfer or
conversion agent, as appropriate, a certificate setting forth the Conversion
Price after such adjustment and a brief statement of the facts requiring such
adjustment and the manner of computing the same, which certificate shall be
conclusive evidence of the correctness of such adjustment, and (B) the
Corporation shall also mail or cause to be mailed by first class mail, postage
prepaid, as soon as practicable to each holder of record of shares of Series A
Preferred Stock a notice stating that the Conversion Price has been adjusted and
setting forth the adjusted Conversion Price. The stock transfer or conversion
agent, as the case may be, shall not be under any duty or responsibility with
respect to the certificate required by this paragraph 4(d)(ix) except to exhibit
the same to any holder of shares of Series A Preferred Stock who requests to
inspect it.

                        (x) In the event that at any time, as a result of an
adjustment made pursuant to paragraph 4(d), the holder of any share of Series A
Preferred Stock thereafter surrendered for conversion shall become entitled to
receive any shares of the Corporation other than shares of Class A Common Stock,
thereafter the Conversion Price of such other shares so receivable upon
conversion of any share of Series A Preferred Stock shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to Class A Common Stock contained in
this paragraph.

                        (xi) The Corporation from time to time may decrease the
Conversion Price by any amount for any period of time if the period is at least
20 days and if the decrease is irrevocable during the period. Whenever the
Conversion Price is so decreased, the Corporation shall mail to holders of
record of shares of Series A Preferred Stock a notice of the



                                       11
<PAGE>   12

decrease at least 15 days before the date the decreased Conversion Price takes
effect, and such notice shall state the decreased Conversion Price and the
period it will be in effect.

                (e) In case:

                        (i) the Corporation shall take any action which would
require an adjustment in the Conversion Price pursuant to paragraph 4(d); or

                        (ii) the Corporation shall authorize the granting to the
holders of its Common Stock generally of rights or warrants to subscribe for or
purchase any shares of stock of any class or of any other rights; or

                        (iii) there shall be any reorganization or
reclassification of the Common Stock (other than a subdivision or combination of
the outstanding Common Stock and other than a change in the par value of the
Common Stock), or any merger or consolidation to which the Corporation is a
party or any statutory exchange of securities with another corporation and for
which approval of any stockholders of the Corporation is required, or any sale
or transfer of all or substantially all of the assets of the Corporation; or

                        (iv) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Corporation;

then in each such case the Corporation shall cause to be given to the holders of
shares of Series A Preferred Stock and the stock transfer or conversion agent,
as appropriate, as promptly as possible, but in any event at least 20 days prior
to the applicable date hereinafter specified, a notice stating (A) the date on
which a record is to be taken for the purpose of such action or granting of
rights or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such distribution, rights or
warrants are to be determined, or (B) the date on which such reorganization,
reclassification, merger, consolidation, sale, transfer, statutory exchange,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities, cash
or other property deliverable upon such reorganization, reclassification,
merger, consolidation, sale, transfer, statutory exchange, dissolution,
liquidation or winding-up. Failure to give such notice or any defect therein
shall not affect the legality or validity or the proceedings described in
paragraphs 4(e)(i), (ii), (iii) or (iv).

                (f) The Corporation covenants that it will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Class A Common Stock or its issued shares of
Class A Common Stock held in its treasury, or both, for the purpose of effecting
conversions of shares of Series A Preferred Stock, the full number of shares of
Class A Common Stock deliverable upon the conversion of all outstanding shares
of Series A Preferred Stock not theretofore converted and on or before (and as a
condition of) taking any action that would cause an adjustment of the Conversion
Price resulting in an increase in the number of shares of Class A Common Stock
deliverable upon conversion above the number thereof previously reserved and
available therefor, the Corporation shall take all such action so required. For
purposes of this paragraph 4(f), the number of shares of Class A Common Stock
which shall be deliverable upon the conversion of all outstanding shares of
Series A Preferred Stock shall be computed as if at the time of computation all
outstanding shares of Series A Preferred Stock were held by a single holder.



                                       12
<PAGE>   13

                Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value (if any) of the shares of
Class A Common Stock deliverable upon conversion of the shares of Series A
Preferred Stock, the Corporation shall take any corporate action which may, in
the opinion of its counsel, be necessary in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of Class A Common
Stock at such adjusted Conversion Price.

                (g) The Corporation shall pay any and all documentary stamp,
issue or transfer taxes, and any other similar taxes payable in respect of the
issue or delivery of shares of Class A Common Stock upon conversions of shares
of Series A Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issue or delivery of shares of Class A Common
Stock in a name other than that of the holder of the shares of Series A
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.

                (h) If the Common Stock issuable upon the conversion of shares
of Series A Preferred Stock shall be changed into the same or different number
of shares of any class or classes of stock, either by capital reorganization,
reclassification, or otherwise (other than a subdivision or combination of
shares or stock dividend provided for above, or a reorganization, merger,
consolidation, or sale of assets provided for in paragraph 3(c) above), then and
in each such event the holder of each such share of Series A Preferred Stock
shall have the right thereafter to convert such share into the kind and amount
of shares of stock and other securities and property receivable upon such
reorganization, reclassification or other change, by holders of the number of
shares of Common Stock into which such shares of Series A Preferred Stock might
have been converted immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.

                The above provisions of this paragraph 4(h) shall similarly
apply to successive mergers, consolidations, sales, transfers or statutory
exchanges.

                (i) Covenant as to Common Stock. The Corporation covenants that
all shares of Common Stock which may be delivered upon conversions of shares of
Series A Preferred Stock will upon delivery be duly and validly issued and fully
paid and non-assessable, free of all liens and charges and not subject to any
preemptive rights.

            5. Optional Redemption by the Corporation

            (a) The Series A Preferred Stock may be redeemed, in whole or in
part, at the option of the Corporation at the Redemption Price, commencing on
the Initial Issue Date and continuing through and including June 30, 2001.

            (b) On or after the fourth anniversary of the Initial Issue Date,
the Series A Preferred Stock may be redeemed, in whole or in part, at the option
of the Corporation, provided that the average of the Quoted Price of the Class A
Common Stock for the thirty (30) trading days preceding the date that the
Corporation provides notice of such redemption to the holders of the Series A
Preferred Stock is at least one hundred and fifty percent (150%) of the Reset
Conversion Price. For the twelve-month period commencing on the fourth
anniversary of the Initial Issue Date any Series A Preferred Stock redeemed by
the Corporation pursuant to this subparagraph 5(b) shall be redeemed at



                                       13
<PAGE>   14

one hundred and six percent (106%) of the Redemption Price (the "Premium
Redemption Price"). On each subsequent anniversary of the Initial Issue Date,
the Premium Redemption Price shall decrease by 100 basis points for the
following twelve-month period. Commencing on the tenth anniversary of the
Initial Issue Date and thereafter, the Premium Redemption Price shall be equal
to the Redemption Price.


                (c) The date fixed by the Corporation on which the Redemption
Price or Premium Redemption Price is paid is referred to as the "Redemption
Date."

                (d) In case of redemption of less than all shares of Series A
Preferred Stock at the time outstanding, the shares to be redeemed shall be
selected pro rata or by lot, among such applicable series, as determined by the
Corporation in its sole discretion.

                (e) Notice of any redemption shall be sent by or on behalf of
the Corporation not more than thirty (30) days nor less than seven (7) days
prior to the Redemption Date, by first class mail, postage prepaid, to all
holders of record of the Series A Preferred Stock at their respective last
addresses as they shall appear on the books of the Corporation; provided,
however, that no failure to give such notice or any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the redemption
of any shares of Series A Preferred Stock except as to the holder to whom the
Corporation has failed to give notice or except as to the holder to whom notice
was defective. Such notice shall state: (i) the Redemption Date; (ii) the
Redemption Price or the Premium Redemption Price, as applicable; (iii) the
number of shares of Series A Preferred to be redeemed and, if less than all
shares held by such holder are to be redeemed, the number of such shares to be
redeemed; (iv) the place or places where certificates for such shares are to be
surrendered for payment of the Redemption Price or Premium Redemption Price, as
applicable; and (v) that dividends on the shares to be redeemed will cease to
accrue on the Redemption Date. Upon the mailing of any such notices of
redemption, the Corporation shall become obligated to redeem at the Redemption
Date specified thereon all shares called for redemption.

                (f) If notice has been mailed in accordance with subparagraph
5(e) above and provided that on or before the Redemption Date specified in such
notice, all funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds in trust for the pro rata
benefit of the holders of the shares so called for redemption, so as to be, and
to continue to be available therefor, then, from and after the Redemption Date,
dividends on the shares of the Series A Preferred Stock so called for redemption
shall cease to accrue, and said shares shall no longer be deemed to be
outstanding and shall not have the status of shares of Series A Preferred Stock,
and all rights of the holders thereof as stockholders of the Corporation (except
the right to receive from the Corporation the Redemption Price or the Premium
Redemption Price, as applicable) shall cease. Upon surrender, in accordance with
said notice, of the certificates for any shares so redeemed (properly endorsed
or assigned for transfer, if the Corporation shall so require and the notice
shall so state), such shares shall be redeemed by the Corporation at the
Redemption Price or Premium Redemption Price, as applicable. In case fewer than
all the shares represented by any such certificate are redeemed, a new
certificate or certificates shall be issued representing the unredeemed shares
without cost to the holder thereof.

                (g) Any funds deposited with a bank or trust company for the
purpose of redeeming Series A Preferred Stock shall be irrevocable except that:



                                       14
<PAGE>   15

                        (i) the Corporation shall be entitled to receive from
such bank or trust company the interest or other earnings, if any, earned on any
money so deposited in trust, and the holders of any shares redeemed shall have
no claim to such interest or other earnings; and

                        (ii) any balance of monies so deposited by the
Corporation and unclaimed by the holders of the Series A Preferred Stock
entitled thereto at the expiration of two (2) years from the applicable
Redemption Date shall be repaid, together with any interest or other earnings
earned thereon, to the Corporation, and after any such repayment, the holders of
the shares entitled to the funds so repaid to the Corporation shall look only to
the Corporation for payment without interest or other earnings.

                (h) No Series A Preferred Stock may be redeemed except with
funds legally available for the payment of the Redemption Price or the Premium
Redemption Price, as applicable.

                (i) Notwithstanding the foregoing provisions of this paragraph
5, unless the full cumulative dividends on all outstanding shares of Series A
Preferred Stock shall have been paid or contemporaneously are declared and paid
for all past dividend periods, none of the shares of Series A Preferred Stock
shall be redeemed unless all outstanding shares of Series A Preferred Stock are
simultaneously redeemed.

                (j) All shares of Series A Preferred Stock redeemed pursuant to
this paragraph 5 shall be retired and shall be restored to the status of
authorized and unissued shares of preferred stock, without designation as to
series and may thereafter be reissued as shares of any series of preferred
stock.

                (k) All decisions to be made by the Corporation relating to
optional redemption of the Series A Preferred Stock under this paragraph 5 shall
be made by a committee of the Corporation's Board of Directors comprised
entirely of directors who are independent of any holder of the Series A
Preferred Stock. The Corporation's Board shall cause such an independent
committee to be formed and properly constituted upon the written request of any
member of the Board of Directors. In the event, however, that it is not possible
for such a committee of independent directors to so serve, then the Corporation
shall use an alternative means to cause all such decisions to be made
independent of the interests of any holder of Series A Preferred Stock.

                6. Exchange.

                (a) The Corporation, at its option, may, commencing on the
Initial Issue Date and continuing through and including June 30, 2001, exchange
all or a portion of the shares of Series A Preferred Stock then outstanding for
the Exchange Debentures. If the Corporation elects to exercise this exchange
option, each holder of shares of the Series A Preferred Stock subject to such
exchange option will be entitled to receive on the Exchange Date (as defined
below) an Exchange Debenture having an aggregate principal amount equal to the
Liquidation Preference, plus accrued and unpaid dividends (computed pursuant to
the following sentence), for all outstanding shares of Series A Preferred Stock
held by such holder. Solely for purpose of determining the principal amount of
the Exchange Debenture to be issued pursuant to this paragraph 6, the shares of
Series A Preferred Stock subject to the exchange shall be deemed to have accrued
dividends at the rate of twelve percent (12%) per annum of the Liquidation
Preference retroactive to the Initial Issue Date of such shares.



                                       15
<PAGE>   16

                (b) Notice of the intention to exchange shall be sent by or on
behalf of the Corporation not more than thirty (30) days nor less than seven (7)
days prior to the date fixed for the exchange (the "Exchange Date"), by first
class mail, postage prepaid, to all holders of record of Series A Preferred
Stock at their respective last addresses as they shall appear on the books of
the Corporation; provided, however, that no failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for the exchange of any Series A Preferred Stock except as to the
holder to whom the Corporation has failed to give notice or except as to a
holder to whom notice was defective. Such notice shall state: (i) the Exchange
Date; (ii) the place or places where certificates for such shares are to be
surrendered for exchange; and (iii) that dividends on the shares to be exchanged
will cease to accrue on the Exchange Date. The Exchange Debentures to be issued
in exchange shall be duly executed and issued as of the Exchange Date and the
Corporation will pay interest on the Exchange Debentures at the rate and on the
dates specified in such Exchange Debenture from the Exchange Date.

                (c) The Corporation will pay any and all taxes that may be
payable in respect of the issuance or delivery of Exchange Debentures in
exchange for shares of Series A Preferred Stock. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of Exchange Debentures in a name
other than that in which the shares of Series A Preferred Stock so exchanged
were registered, and no such issuance or delivery shall be made unless and until
the person requesting such issuance has paid to the Corporation the amount of
any such tax or has established to the satisfaction of the Corporation that such
tax has been paid.

                (d) If notice of any exchange by this Corporation pursuant to
this paragraph 6 shall have been mailed as provided in subparagraph 6(b) above,
and if on or before the Exchange Date the Exchange Debentures shall have been
duly executed and issued, then on and after the close of business on the
Exchange Date, the shares of Series A Preferred Stock to be exchanged,
notwithstanding that any certificate therefor shall not have been surrendered
for cancellation, shall be retired and shall be restored to the status of
authorized and unissued shares of preferred stock, without designation as to
series and may thereafter be reissued as shares of any series of preferred
stock, and all rights with respect to such shares shall forthwith cease and
terminate, except the right of the holder thereof to receive upon surrender of
their certificates the Exchange Debentures.

                (e) All decisions to be made by the Corporation relating to
exchange of Series A Preferred Stock for Exchange Debentures under this
paragraph 6 shall be made by a committee of the Corporation's Board of Directors
comprised entirely of directors who are independent of any holder of the Series
A Preferred Stock. The Corporation's Board shall cause such an independent
committee to be formed and properly constituted upon the written request of any
member of the Board of Directors. In the event, however, that it is not possible
for such a committee of independent directors to so serve, then the Corporation
shall use an alternative means to cause all such decisions to be made
independent of the interests of any holder of Series A Preferred Stock.

                7. Voting Rights.

                Each holder of outstanding shares of Series A Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Series A Preferred Stock held by such
holder are convertible (as adjusted from time to time pursuant to Section 4
hereof), at each meeting of stockholders of the Corporation (and written actions
of stockholders in lieu of meetings) with respect to any and all matters
presented to the stockholders of the



                                       16
<PAGE>   17

Corporation for their action or consideration. Except as provided by law holders
of Series A Preferred Stock shall vote together with the holders of Common Stock
as a single class.

                8. Protective Provisions. For so long as shares of Series A
Preferred Stock shall be outstanding, the Corporation shall not, without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least 50% of the outstanding shares of Series A Preferred Stock:

                (i) Create Any New Class or Series. Authorize, create or issue
any new class or series of stock having any preference or priority superior to
or on a par with the Series A Preferred Stock.

                (ii) No Adverse Change to Charter. Amend or repeal any provision
of, or add any provision to, the Corporation's Certificate of Incorporation if
such action would adversely alter or change in any material respect the rights,
preferences, privileges or restrictions of the Series A Preferred Stock.

                (iii) Incur Any Indebtedness. Incur any indebtedness for
borrowed money other than in the ordinary course business.

                9. Exclusion of Other Rights.

                Except as may otherwise be required by law, the shares of Series
A Preferred Stock shall not have any voting powers, preferences and relative,
participating, optional or other special rights, other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time) and in the Certificate of Incorporation. The shares of Series A Preferred
Stock shall have no preemptive or subscription rights.

                10. Headings of Subdivisions.

                The headings of the various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

                11. Severability of Provisions.

                If any voting powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred and qualifications,
limitations and restrictions thereof set forth in this resolution (as such
resolution may be amended from time to time) is invalid, unlawful or incapable
of being enforced by reason of any rule of law or public policy, all other
voting powers, preferences and relative, participating, optional and other
special rights of Series A Preferred Stock and qualifications, limitations and
restrictions thereof set forth in this resolution (as so amended) which can be
given effect without the invalid, unlawful or unenforceable voting powers,
preferences and relative, participating, optional and other special rights of
Series A Preferred Stock and qualifications, limitations and restrictions
thereof shall, nevertheless, remain in full force and effect, and no voting
powers, preferences and relative, participating, optional or other special
rights of Series A Preferred Stock and qualifications, limitations and
restrictions thereof herein set forth shall be deemed dependent upon any other
such voting powers, preferences and relative, participating, optional or other
special rights of Series A Preferred Stock and qualifications, limitations and
restrictions thereof unless so expressed herein.



                                       17
<PAGE>   18

                IN WITNESS WHEREOF, the Corporation has caused this certificate
to be duly executed by David Schneider, President and Chief Executive Officer,
and attested by Stanley E. Maron, its secretary, this 14th day of December,
2000.

                                            NEXTERA ENTERPRISES, INC.


                                            By: /s/ Michael P. Muldowney
                                               ---------------------------------
                                            Michael P. Muldowney
                                            Chief Financial Officer

ATTEST:


By: /s/ Stanley E. Maron
   ---------------------------------
   Stanley E. Maron, Secretary



                                       18