Exhibit 4.2
Form 10-K 2001, Amendment No. 1
Headway Corporate Resources, Inc.
File No. 1-16025

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                       AND RIGHTS OF SERIES G CONVERTIBLE
              PREFERRED STOCK OF HEADWAY CORPORATE RESOURCES, INC.

     HEADWAY  CORPORATE  RESOURCES,  INC., a corporation  organized and existing
under the General Corporation Law of the State of Delaware (the  "Corporation"),
DOES HEREBY CERTIFY THAT:

     A.  Pursuant  to  authority  conferred  upon the  Board of  Directors  (the
"Board")  by  the  Certificate  of   Incorporation   of  the  Corporation   (the
"Certificate of Incorporation")  and pursuant to the provisions of ss.151 of the
Delaware  General  Corporation  Law, the Board, at a telephonic  meeting held on
September 6, 2001, by vote of a majority of the Board present,  duly adopted and
approved the following  resolution  providing for the designations,  preferences
and relative, participating,  optional and other rights, and the qualifications,
limitations and restrictions of the Series G Convertible Preferred Stock.

          WHEREAS, the Certificate of Incorporation  provides for two classes of
     shares  known as common  stock,  $0.0001  par value per share (the  "Common
     Stock"),  and preferred stock,  $0.0001 par value per share (the "Preferred
     Stock"); and

          WHEREAS,  the Board is authorized by the Certificate of  Incorporation
     to provide for the issuance of the shares of Preferred Stock in series, and
     by filing a  certificate  pursuant  to the  applicable  law of the State of
     Delaware,  to  establish  from  time to time the  number  of  shares  to be
     included in such series and to fix the designations, preferences and rights
     of the shares of each such series and the  qualifications,  limitations and
     restrictions thereof.

          NOW, THEREFORE,  BE IT RESOLVED, that the Board deems it advisable to,
     and hereby does, designate a Series G Convertible Preferred Stock and fixes
     and determines the  preferences,  rights,  qualifications,  limitations and
     restrictions  relating  to the  Series  G  Convertible  Preferred  Stock as
     follows:

     1.  Designation.  The shares of such  series of  Preferred  Stock  shall be
designated  "Series G Convertible  Preferred  Stock"  (referred to herein as the
"Series G Stock").

     2. Authorized Number. The number of shares  constituting the Series G Stock
shall be 1,000.

     3.  Ranking.  The  Series G Stock  shall  rank,  as to  dividends  and upon
Liquidation  Payments (as defined in Section 5(a)  hereof),  senior and prior to
the  Common  Stock and to all  other  classes  or series of stock  issued by the
Corporation.  (All equity  securities of the  Corporation  to which the Series G
Stock ranks  prior,  whether  with  respect to  dividends  or upon  liquidation,


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dissolution,   winding  up  or   otherwise,   including  the  Common  Stock  are
collectively  referred to herein as "Junior  Securities.") The Corporation shall
not have or create any class of stock  ranking on parity with, or senior to, the
Series G Stock.

     4. Dividends.

          (a) Dividend Accrual and Payment.  From and after the date of issuance
     of the Series G Stock (the "Original  Issue Date" ), dividends shall accrue
     on a daily basis on the shares of Series G Stock at the initial annual rate
     (subject  to reset  in  accordance  with  Section  4(e)) of 7.5% per  share
     (expressed  as  a  percentage  of  the  $20,000.00  per  share  liquidation
     preference (the "Dividend Rate")).  The holders of shares of Series G Stock
     shall be entitled  to receive  such  dividends  when and as declared by the
     Board, in cash, out of assets legally available for such purpose, quarterly
     in arrears on the 30th day of March,  June,  September and December of each
     year (each of such dates being a "Dividend Payment Date"). For the purposes
     of this Certificate of Designations,  it shall be deemed that (x) dividends
     shall  have  begun to accrue on the  Series G Stock as of April 1, 2001 and
     that (y) dividends were neither  declared nor paid by the  Corporation  for
     the  quarter  ended  June 30,  2001.  Such  dividends  shall be paid to the
     holders of record at the close of  business  on the date  specified  by the
     Board at the time such dividend is declared,  provided,  however, that such
     date  shall  not be  more  than 60 nor  less  than  10  days  prior  to the
     applicable Dividend Payment Date.  Dividends on the Series G Stock shall be
     cumulative so that if, for any dividend  accrual period,  cash dividends at
     the rate  hereinabove  specified are not declared and paid or set aside for
     payment,  the amount of accrued but unpaid  dividends shall accumulate with
     interest  at the then  applicable  Dividend  Rate and shall be added to the
     dividends  payable for  subsequent  dividend  accrual  periods and upon any
     redemption or conversion of shares of Series G Stock. If the Original Issue
     Date is on a date which does not  coincide  with a Dividend  Payment  Date,
     then the initial dividend accrual period applicable to such shares shall be
     the period from the Original Issue Date through  whichever of March,  June,
     September or December  next occurs after the  Original  Issue Date.  If the
     date fixed for payment of a final liquidating distribution on any shares of
     Series G Stock,  or the date on which  any  shares  of  Series G Stock  are
     redeemed or converted  into Common Stock does not coincide  with a Dividend
     Payment  Date,  then  subject to the  provisions  hereof  relating  to such
     payment,  redemption  or  conversion,  the final  dividend  accrual  period
     applicable  to such  shares  shall be the period from  whichever  of March,
     June,  September  or  December  most  recently  precedes  the  date of such
     payment,  conversion  or  redemption  through  the  effective  date of such
     payment,  conversion or  redemption.  The rate at which  dividends are paid
     shall  be  adjusted   for  any   combinations   or   divisions  or  similar
     recapitalizations  affecting  the shares of Series G Stock.  In addition to
     the dividends  provided for in this Section 4(a), holders of Series G Stock
     shall be entitled to participate in  extraordinary  dividends in accordance
     with the provisions of Section 7 hereof.  So long as any shares of Series G
     Stock are outstanding, (i) the amount of all dividends paid with respect to
     the shares of Series G Stock  pursuant to this  Section  4(a) shall be paid
     pro rata to the holders  entitled thereto and (ii) holders of the shares of
     Series G Stock shall be entitled to receive the  dividends  provided for in
     this Section 4(a) in preference to and in priority over any dividends  upon
     any Junior Securities.

          (b) Dividend Limitation on Junior Securities. So long as any shares of
     Series G Stock are outstanding,  the Corporation shall not declare,  pay or
     set apart for payment,  any dividend on any Junior  Securities  or make any
     payment on  account  of, or set apart for  payment,  money for a sinking or
     other similar fund for, the purchase,  redemption or other  retirement  of,

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     any Junior Securities or any warrants, rights, calls or options exercisable
     or exchangeable for or convertible into any Junior Securities,  or make any
     distribution in respect thereof, either directly or indirectly, and whether
     in cash,  obligations or shares of the Corporation or other property (other
     than  distributions  or  dividends  in Junior  Securities  to the holder of
     Junior   Securities),   unless  prior  to,  or   concurrently   with,  such
     declaration,  payment, setting apart for payment,  purchase,  redemption or
     distribution,  as the case may be, all accrued and unpaid  dividends on the
     shares of Series G Stock not paid on the dates provided for in Section 4(a)
     hereof shall have been paid in full in cash.

          (c) Dividends on Fractional Shares.  Each fractional share of Series G
     Stock  outstanding shall be entitled to a ratably  proportionate  amount of
     all dividends  accruing with respect to each outstanding  share of Series G
     Stock pursuant to Section 4(a) hereof,  and all such dividends with respect
     to such outstanding  fractional  shares shall be fully cumulative and shall
     accrue  (whether or not declared),  and shall be payable in the same manner
     and at such times as provided  for in Section  4(a) hereof with  respect to
     dividends on each outstanding share of Series G Stock.

          (d)  Payments  on  Shares  of  Common  Stock   Subject  to  Restricted
     Transferability. If, subsequent to the conversion of any shares of Series G
     Stock into Common Stock (or other securities) pursuant to Section 6 hereof,
     the shares of Common Stock (or other  securities) into which such shares of
     Series  G Stock  were  converted  are  subject  to a  contractual  or other
     restriction,  other  than (x)  restrictions  created  by the holder of such
     shares of Common Stock not at the request of the Corporation,  limiting the
     transferability thereof, and (y) restrictions imposed by applicable federal
     and  state   securities  laws  (such  shares  of  Common  Stock  (or  other
     securities)  which are so encumbered are herein referred to as the "Subject
     Shares" and the limitation on the transferability thereof is referred to as
     the "Sale  Limitation"),  then the  Corporation  shall pay to the holder of
     such  Subject  Shares an amount in (i) cash,  (ii)  shares of the  Series G
     Stock valued at the liquidation  preference thereof, or (iii) shares of the
     Common Stock valued at the Market Price thereof on the date of payment,  at
     the option of the holder of such Series G Stock (such amount is referred to
     herein as the  "Restriction  Fee") equal to the amount of  dividends  which
     would have  accrued on the  shares of Series G Stock  which were  converted
     into the Subject  Shares from the date upon which the Subject Shares became
     subject  to the  Sale  Limitation  until  the  date  upon  which  the  Sale
     Limitation was no longer in effect with respect to the Subject Shares.  The
     Restriction  Fee shall be paid by the  Corporation to the holders  entitled
     thereto on the date that dividends are payable, or would have been payable,
     on the shares of Series G Stock.

          (e) Dividend  Rate  Adjustment.  If all of the  outstanding  shares of
     Series G Stock are not  redeemed  on or prior to March 19,  2006,  then the
     Dividend Rate shall increase to 10% per annum  commencing on such date, and
     shall further  increase by an  additional  2% per year on each  anniversary
     thereafter,  but in no event will the  Dividend  Rate exceed 20% per annum.
     Notwithstanding  the foregoing,  (x) if all interest on the Increasing Rate
     Senior  Subordinated Notes Due 2006 of the Corporation and dividends on the
     Series G Stock  (collectively,  the  "Payments")  accrued  on and  prior to

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     January 2, 2002 have not been paid in full in cash by such  date,  then the
     Dividend  Rate shall  increase to 9% at such time,  and (y) if all Payments
     accrued on and prior to April 1, 2002 have not been paid in full in cash by
     such date, then the Dividend Rate shall increase to 10% at such time.

     5. Liquidation.

          (a)  Liquidation  Procedure.  Upon  any  liquidation,  dissolution  or
     winding  up of the  Corporation,  whether  voluntary  or  involuntary,  the
     holders  of the  shares of Series G Stock  shall be  entitled,  before  any
     distribution or payment is made upon any Junior  Securities,  to be paid an
     amount equal to (i)  $20,000.00  per share of Series G Stock,  representing
     the liquidation preference per share of the Series G Stock (as adjusted for
     any  combinations,  divisions or similar  recapitalizations  affecting  the
     shares  of Series G Stock)  (the  "Series  G Issue  Price"),  plus (ii) all
     accrued and unpaid  dividends on the Series G Stock to such date  (together
     with the Series G Issue Price,  the  "Liquidation  Payments").  If upon any
     liquidation,   dissolution  or  winding  up  of  the  Corporation,  whether
     voluntary or involuntary, the assets to be distributed among the holders of
     Series G Stock  shall be  insufficient  to  permit  payment  in full to the
     holders  of Series G Stock of the  Liquidation  Payments,  then the  entire
     assets of the Corporation  shall be distributed  ratably among such holders
     in proportion to the full respective distributive amounts to which they are
     entitled.

          (b) Remaining Assets. Upon any liquidation,  dissolution or winding up
     of the Corporation,  whether voluntary or involuntary, after the holders of
     Series G Stock shall have been paid in full the Liquidation  Payments,  the
     remaining assets of the Corporation may be distributed ratably per share in
     order of preference to the holders of Junior  Securities in accordance with
     their terms.

          (c)  Notice  of   Liquidation.   Written   notice  of  a  liquidation,
     dissolution  or  winding  up  of  the  Corporation,  whether  voluntary  or
     involuntary, stating a payment date, the amount of the Liquidation Payments
     and the place where said  Liquidation  Payments shall be payable,  shall be
     given by mail, postage prepaid,  not less than 30 days prior to the payment
     date stated therein, to each holder of record of Series G Stock at his post
     office addresses as shown by the records of the Corporation.

          (d) Fractional Shares.  The Liquidation  Payments with respect to each
     outstanding  fractional share of Series G Stock shall be equal to a ratably
     proportionate  amount of the  Liquidation  Payments  with  respect  to each
     outstanding share of Series G Stock.

     6. Conversion.

          The holders of the Series G Stock shall have the following  conversion
     rights:

          (a) Conversion. Subject to the limitations set forth below, the Series
     G Stock shall be  convertible  at any time after the  Original  Issue Date,
     unless previously redeemed,  at the option of the holder of record thereof,
     into the  number of fully  paid and  nonassessable  shares of Common  Stock
     equal to the quotient of (x) the  aggregate  liquidation  preference of the

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     shares of Series G Stock  being  converted  (plus any  accrued  and  unpaid
     dividends on such shares)  divided by (y) the Conversion  Price (as defined
     below) then in effect upon  surrender  to the  Corporation  or its transfer
     agent of the certificate or certificates representing the Series G Stock to
     be converted,  as provided below, or if the holder notifies the Corporation
     or its transfer agent that such certificate or certificates have been lost,
     stolen or  destroyed,  upon the  execution  and  delivery  of an  agreement
     satisfactory  to the  Corporation  to indemnify  the  Corporation  from any
     losses incurred by it in connection  therewith;  provided,  however,  that,
     except to the extent provided by Regulation Y, or any successor  regulation
     ("Regulation  Y"),  promulgated under the Bank Holding Company Act of 1956,
     as amended,  by the Board of Governors of the Federal Reserve System or any
     successor  thereto (the  "Federal  Reserve  Board"),  no shares of Series G
     Stock  originally  issued by the  Corporation  to a Person  subject  to the
     provision of  Regulation  Y shall be  convertible  by the  original  holder
     thereof or any direct or indirect  transferee thereof into shares of Common
     Stock,  if, after giving effect to such conversion,  such Person,  its Bank
     Holding  Company  Affiliates  (as  hereinafter  defined)  and any direct or
     indirect  transferee  thereof would  beneficially own more than 4.9% of the
     total issued and outstanding  shares,  interests,  participations  or other
     equivalents   (however   designated)   of  voting   capital  stock  of  the
     Corporation,  unless  such  shares of Common  Stock are being  distributed,
     disposed of or sold in any one of the following transactions:

               (1) such  shares  of  Common  Stock  are  being  sold in a public
          offering registered under the Securities Act of 1933, as amended,  (or
          any successor  provision  thereto) (the "Securities  Act") or a public
          sale  pursuant  to Rule 144 and  144A  promulgated  thereunder  or any
          successor rule then in effect;

               (2) such  shares of Common  Stock are being  sold  (including  by
          virtue of a merger, consolidation or similar transaction involving the
          Corporation) to any Person or group of related persons for purposes of
          Section 13(d) of the Securities  Exchange Act of 1934, as amended (the
          "Exchange  Act"), if, after such sale, such Person or group of Persons
          in the aggregate  would own or control  securities of the  Corporation
          which possess in the  aggregate  the ordinary  voting power to elect a
          majority of the members of the corporation's Board of Directors;

               (3) such  shares  of Common  Stock are being  sold to a person or
          group of related persons for purposes of Section 13(d) of the Exchange
          Act,  if,  after  such  sale,  such  Person or group of Persons in the
          aggregate  would own,  control or have the right to acquire  more than
          two percent (2%) of the outstanding  securities of any class of voting
          securities of the Corporation; or

               (4) such  shares  of Common  Stock  are  being  sold in any other
          manner permitted by the Federal Reserve Board.

As used herein,  "Bank  Holding  Company  Affiliates"  means,  with respect to a
Person  subject to the  provisions of Regulation Y, (i) if such Person is a bank
holding  company,  any company  directly or  indirectly  controlled by such bank
holding company, and (ii) otherwise, the bank holding company that controls such
Person  and  any  company  (other  than  such  Person)  directly  or  indirectly
controlled by such bank holding company.

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          (b) Conversion Price;  Converted Shares.  The initial conversion price
     of the  Series G Stock  shall be $5.58 per share (the  "Initial  Conversion
     Price"; the Initial Conversion Price, as it may be adjusted pursuant to the
     terms of this  Section  6(b) and  Section  7, shall be  referred  to as the
     "Conversion Price"); provided, however, that (i) if all Payments accrued on
     and  prior to  January  2,  2002 have not been paid in full in cash by such
     date, then the Conversion Price shall be reduced to $2.75 per share at such
     time,  and (ii) if all Payments  accrued on and prior to April 1, 2002 have
     not been paid in full in cash by such date, then the Conversion Price shall
     be  further  reduced to $1.00 per share at such  time;  provided,  that the
     reductions in the Conversion  Price set forth in clauses (i) and (ii) above
     shall be subject,  to the extent legally  required,  to the approval of the
     holders of the Common Stock of such  reductions,  along with an increase in
     the number of shares of Common Stock  authorized  for issuance to an amount
     agreed  to by the  Corporation  and the  holders  of the  Series G Stock as
     sufficient to permit the  conversion of the Series G Stock  following  such
     reduction.  The  Conversion  Price also shall be subject to  adjustment  as
     provided  in  Section 7 below.  If any  fractional  interest  in a share of
     Common Stock would be deliverable  upon  conversion of Series G Stock,  the
     Corporation  shall pay in lieu of such  fractional  share an amount in cash
     equal to the Conversion  Price of such  fractional  share  (computed to the
     nearest one hundredth of a share) in effect at the close of business on the
     date of conversion.  Any shares of Series G Stock which have been converted
     shall be cancelled  and all  dividends  on converted  shares shall cease to
     accrue  and the  certificates  representing  shares  of  Series  G Stock so
     converted shall represent the right to receive (i) such number of shares of
     Common Stock into which such shares of Series G Stock are convertible, plus
     (ii) cash  payable  for any  fractional  share,  plus (iii) all accrued but
     unpaid dividends  relating to such shares,  together with interest thereon,
     through the date of conversion,  plus, if applicable  (iv) the  Restriction
     Fee.  Amounts  payable with respect to the foregoing  clause (iii) shall be
     paid, at the option of each holder,  in cash or additional shares of Common
     Stock  valued at the  Market  Price  thereof  on the date of such  payment.
     Amounts payable with respect to the foregoing  clause (iv) shall be paid in
     accordance with the provisions of Section 4(d) hereof.  Upon the conversion
     of shares of Series G Stock as provided in this Section 6, the  Corporation
     shall  promptly pay all then accrued but unpaid  dividends to the holder of
     the Series G Stock being  converted.  The Board shall at all times, so long
     as any shares of Series G Stock  remain  outstanding,  reserve a sufficient
     number of  authorized  but unissued  shares of Common Stock to be issued in
     satisfaction of the conversion rights and privileges aforesaid.

          As used herein,  "Market  Price" means,  with respect to the shares of
     Common  Stock,  (a) if the shares are listed or admitted for trading on any
     national  securities  exchange or included in The Nasdaq National Market or
     Nasdaq SmallCap  Market,  the last reported sales price as reported on such
     exchange  or  Market;  (b) if the shares  are not  listed or  admitted  for
     trading on any  national  securities  exchange  or  included  in The Nasdaq
     National Market or Nasdaq SmallCap Market, the average of the last reported
     closing bid and asked  quotation for the shares as reported on the National
     Association of Securities Dealers Automated  Quotation System ("NASDAQ") or
     a similar service if NASDAQ is not reporting such  information;  (c) if the
     shares are not listed or admitted  for trading on any  national  securities
     exchange  or  included  in The Nasdaq  National  Market or Nasdaq  SmallCap
     Market or quoted by NASDAQ or a similar  service,  the  average of the last
     reported bid and asked quotation for the shares as quoted by a market maker
     in the shares (or if there is more than one market maker, the bid and asked
     quotation  shall be obtained  from two market makers and the average of the

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     lowest bid and highest  asked  quotation).  In the absence of any available
     public  quotations for the Common Stock,  the Board shall determine in good
     faith the fair value of the Common Stock, which  determination shall be set
     forth in a certificate by the Secretary of the Corporation.

          (c) Mechanics of Conversion.  In the case of a conversion,  before any
     holder of Series G Stock  shall be entitled to convert the same into shares
     of  Common  Stock,  it shall  surrender  the  certificate  or  certificates
     therefor,  duly endorsed,  at the office of the Corporation or its transfer
     agent  for the  Series  G Stock,  and  shall  give  written  notice  to the
     Corporation of the election to convert the same and shall state therein the
     name or names in which the certificate or certificates for shares of Common
     Stock are to be  issued.  The  Corporation  shall,  as soon as  practicable
     thereafter   and  in  any  case  within  two  (2)  business   days  of  the
     Corporation's  receipt of the notice of  conversion,  issue and  deliver at
     such office to such holder of Series G Stock, or to the nominee or nominees
     of such holder,  a certificate or certificates  for the number of shares of
     Common  Stock to which  such  holder  shall be  entitled  as  aforesaid.  A
     certificate  or  certificates  will be issued for the  remaining  shares of
     Series G Stock in any case in which  fewer than all of the shares of Series
     G Stock represented by a certificate are converted.

          (d) Issue Taxes.  The  Corporation  shall pay all issue taxes, if any,
     incurred in respect of the issue of shares of Common  Stock on  conversion.
     If a holder of shares surrendered for conversion  specifies that the shares
     of Common  Stock to be issued on  conversion  are to be issued in a name or
     names other than the name or names in which such surrendered  shares stand,
     then the  Corporation  shall not be required  to pay any  transfer or other
     taxes  incurred by reason of the issuance of such shares of Common Stock to
     the name of another,  and if the appropriate  transfer taxes shall not have
     been paid to the  Corporation  or the transfer agent for the Series G Stock
     at the time of surrender of the shares involved, the shares of Common Stock
     issued upon  conversion  thereof may be  registered in the name or names in
     which the surrendered  shares were registered,  despite the instructions to
     the contrary.

          (e) Valid Issuance.  All shares of Common Stock which may be issued in
     connection  with the  conversion  provisions  set forth herein  will,  upon
     issuance  by  the   Corporation,   be  validly   issued,   fully  paid  and
     nonassessable,  free from preemptive rights and free from all taxes,  liens
     or charges with respect thereto created or imposed by the Corporation.

     7.  Adjustment  of  Conversion  Price.  The number  and kind of  securities
issuable  upon the  conversion  of the Series G Stock and the  Conversion  Price
shall  be  subject  to  adjustment  from  time to time in  accordance  with  the
following provisions:

          (a) Certain Definitions. For purposes of this Certificate:

               (i) The term  "Additional  Shares of Common Stock" shall mean all
          shares  of  Common  Stock  issued,  or  deemed  to be  issued  by  the
          Corporation  pursuant to  paragraph  (h) of this  Section 7, after the
          Original Issue Date except:

                    (A) shares of Common Stock  issuable upon  conversion of, or
               distributions  with  respect  to,  the  Series  G  Stock  now  or
               hereafter issued by the Corporation; and

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                    (B) up to  1,000,000  shares of Common  Stock (the  "Maximum
               Amount")  issuable  upon the  exercise of stock  options or other
               awards  made or  denominated  in shares of Common  Stock  granted
               after March 19, 1998 under the Corporation's 1993 Stock Incentive
               Plan, or any successor plan,  which stock options or other awards
               will be issuable in aggregate  amounts not to exceed one third of
               the Maximum  Amount (the "Maximum  Annual  Amount") in any of the
               three (3) fiscal years  commencing  with the  Corporation's  1998
               fiscal  year;  provided  that  (x) no  more  than  (i) 50% of the
               Maximum  Annual  Amount may be granted  to  directors,  officers,
               employees or consultants of the  Corporation who are, at the time
               of such  grant,  and were for a period of ninety  (90) days prior
               thereto,  employed  or  otherwise  engaged  or  retained  by  the
               Corporation or any of its Subsidiaries  (collectively,  "Eligible
               Personnel"), (ii) no stock option grants or other awards shall be
               made in any  fiscal  year to any  Eligible  Personnel  unless the
               Corporation's  Stock  Incentive  Plan Committee (or any successor
               thereto) approved each grant and award,  based upon such criteria
               as such Committee  determines to be  appropriate,  which criteria
               shall include the achievement by the Corporation, with respect to
               the four (4) fiscal  quarters  preceding  the  fiscal  quarter in
               which such grant or award is made, of  performance  goals adopted
               by the  foregoing  Committee  (or  the  Board  of  Directors,  as
               applicable),  and (iii) 50% of the Maximum  Annual  Amount may be
               granted to prospective  officers and employees of the Corporation
               or its  Subsidiaries in connection  with Permitted  Acquisitions;
               and (y) the  exercise  price of each such  stock  option  and the
               exercise price for each other award made or denominated in shares
               of Common  Stock is no less than the  Market  Value of the Common
               Stock  on the  date  of the  grant  of  such  stock  option  (the
               foregoing  permitted  options  or other  awards are  referred  to
               herein as the "Management Options").

               (ii) The term "Common  Stock" shall mean (A) the Common Stock and
          (B) the stock of the  Corporation  of any  class,  or series  within a
          class,  whether now or  hereafter  authorized,  which has the right to
          participate in the  distribution  of either  earnings or assets of the
          Corporation without limit as to the amount or percentage.

               (iii) The term  "Convertible  Securities" shall mean any evidence
          of indebtedness,  shares or other securities  (other than the Series G
          Stock and the  warrants  issued  pursuant  to Section  3(a)(vi) of the
          Limited Waiver and Amendment  dated as of August 24, 2001 by and among
          the  Corporation,  the holders of the Series F  Convertible  Preferred
          Stock of the  Corporation  and State  Street  Bank and Trust  Company,
          N.A.,  as trustee  under the Note  Indenture  (the  "Limited  Waiver")
          convertible into or exercisable or exchangeable for Common Stock.

               (iv) The term "Options" shall mean any and all rights, options or
          warrants  (other  than  the  Management  Options)  to  subscribe  for,
          purchase  or  otherwise  in  any  manner   acquire   Common  Stock  or
          Convertible Securities.

          (b)  Reorganization,  Reclassification.  Subject to the  provisions of
     Sections  8(b) and 8(c)  hereof,  in the event of a  reorganization,  share
     exchange,  or  reclassification,  other than a change in par value, or from
     par  value  to no par  value,  or  from  no par  value  to par  value  or a
     transaction  described in subsection (c) or (d) below, each share of Series
     G   Stock   shall,   after   such   reorganization,   share   exchange   or
     reclassification,  be convertible at the option of the holder into the kind
     and  number of  shares  of stock  and/or  other  securities,  cash or other
     property  which the holder of such share of Series G Stock  would have been

                                       8
<PAGE>

     entitled to receive if the holder had held the Common Stock  issuable  upon
     conversion  of such  share  of  Series  G Stock  immediately  prior to such
     reorganization, share exchange or reclassification.

          (c) Consolidation,  Merger. Subject to the provisions of Sections 8(b)
     and (c)  hereof,  in the  event of a merger or  consolidation  to which the
     Corporation  is a party,  each  share of Series G Stock  shall,  after such
     merger or  consolidation,  be  convertible at the option of the holder into
     the kind and number of shares of stock  and/or  other  securities,  cash or
     other  property which the holder of such share of Series G Stock would have
     been  entitled to receive if the holder had held the Common Stock  issuable
     upon conversion of such share of Series G Stock  immediately  prior to such
     consolidation or merger.

          (d) Subdivision or Combination of Shares.  In case outstanding  shares
     of  Common  Stock  shall  be  subdivided,  the  Conversion  Price  shall be
     proportionately reduced as of the effective date of such subdivision, or as
     of the  date a record  is taken of the  holders  of  Common  Stock  for the
     purpose of so subdividing, whichever is earlier. In case outstanding shares
     of  Common  Stock  shall  be  combined,   the  Conversion  Price  shall  be
     proportionately increased as of the effective date of such combination,  or
     as of the date a record is taken of the  holders  of  Common  Stock for the
     purpose of so combining, whichever is earlier.

          (e) Stock  Dividends.  In case shares of Common  Stock are issued as a
     dividend or other  distribution  on the Common  Stock (or such  dividend is
     declared),  the Conversion Price shall be adjusted, as of the date a record
     is taken of the holders of Common Stock for the purpose of  receiving  such
     dividend or other  distribution  (or if no such record is taken,  as at the
     earliest of the date of such declaration,  payment or other  distribution),
     to that price  determined by  multiplying  the  Conversion  Price in effect
     immediately prior to such declaration,  payment or other  distribution by a
     fraction (i) the numerator of which shall be the number of shares of Common
     Stock  outstanding  immediately prior to the declaration or payment of such
     dividend or other distribution,  and (ii) the denominator of which shall be
     the total number of shares of Common Stock  outstanding  immediately  after
     the declaration or payment of such dividend or other  distribution.  In the
     event that the Corporation  shall declare or pay any dividend on the Common
     Stock  payable in any right to acquire  Common Stock for no  consideration,
     then the  Corporation  shall be deemed to have made a  dividend  payable in
     Common Stock in an amount of shares  equal to the maximum  number of shares
     issuable upon exercise of such rights to acquire Common Stock.

          (f)  Extraordinary  Dividends.  In case the  Corporation  shall  fix a
     record date for the making of a dividend or  distribution to all holders of
     its Common Stock of capital  stock (other than Common  Stock),  evidence of
     indebtedness,  assets or cash, or rights,  options or warrants to subscribe
     for or other securities convertible into or exercisable or exchangeable for
     capital  stock  (excluding  those  referred to in Section 7(h) and any cash
     dividends, during any period of 365 consecutive days, not exceeding, in the
     aggregate,  the  lesser  of (i)  five  percent  (5%)  of the  Corporation's
     aggregate  Consolidated Net Income (as defined in the Indenture under which
     the Corporation  issued its Increasing Rate Senior  Subordinated  Notes due
     2006 (the "Note  Indenture"))  per share of Common  Stock,  calculated on a
     fully diluted  basis,  for the four (4)  consecutive  fiscal  quarters most

                                       9
<PAGE>

     recently preceding the declaration of the dividend or distribution and (ii)
     two percent  (2%) of the Market Price of the Common Stock as of the date of
     the  declaration  of the  dividend),  then in each such case the Conversion
     Price  shall be adjusted so that after such  record  date,  the  Conversion
     Price shall equal the price  determined by multiplying the Conversion Price
     in effect immediately prior to the close of business on such record date by
     a fraction of which the  numerator  shall be the Market  Price per share of
     Common Stock on such record date less the fair market value (as  determined
     in good faith by the Board) of the  portion of the capital  stock,  rights,
     options, warrants, evidences of indebtedness, assets or cash so distributed
     with  respect to each share of Common  Stock and the  denominator  of which
     shall be the Market  Price per share of Common  Stock on such record  date.
     Such adjustment shall be made whenever any Extraordinary  Dividend is made,
     and  shall  become  effective  immediately  after the  record  date for the
     determination  of  stockholders  entitled  to  receive  such  Extraordinary
     Dividend.

          (g) Issuance of Additional  Shares of Common Stock. If the Corporation
     shall issue any  Additional  Shares of Common Stock  (including  Additional
     Shares of Common Stock deemed to be issued pursuant to paragraph (h) below)
     after the  Original  Issue Date (other  than as  provided in the  foregoing
     subsections (b) through (f)), for no  consideration  or for a consideration
     per share less than the  greater of (x) the  Conversion  Price in effect on
     the date of and immediately  prior to such issue,  and (y) the Market Price
     in effect on the date of and immediately  prior to such issue, then in such
     event, the Conversion Price shall be reduced, concurrently with such issue,
     to a price equal to the quotient obtained by dividing:

               (A) an amount  equal to (x) the total  number of shares of Common
          Stock   outstanding   immediately  prior  to  such  issuance  or  sale
          multiplied  by the  lower of (i) the  Conversion  Price,  and (ii) the
          Market  Price,  in  each  case in  effect  immediately  prior  to such
          issuance or sale,  plus (y) the  aggregate  consideration  received or
          deemed to be received by the  Corporation  upon such issuance or sale,
          by

               (B) the  total  number of  shares  of  Common  Stock  outstanding
          immediately after such issuance or sale.

          (h)  Deemed  Issue  of  Additional  Shares  of  Common  Stock.  If the
     Corporation  at any time or from time to time after the Original Issue Date
     shall issue any  Options or  Convertible  Securities  or shall fix a record
     date for the  determination  of  holders  of any class of  securities  then
     entitled to receive any such Options or  Convertible  Securities,  then the
     maximum number of shares (as set forth in the instrument  relating  thereto
     without  regard to any  provisions  contained  therein  designed to protect
     against  dilution)  of Common  Stock  issuable  upon the  exercise  of such
     Options,  or, in the case of Convertible  Securities and Options  therefor,
     the conversion or exchange of such Convertible Securities,  shall be deemed
     to be Additional Shares of Common Stock issued as of the time of such issue
     of Options or  Convertible  Securities or, in case such a record date shall
     have been fixed, as of the close of business on such record date,  provided
     that in any such case in which Additional Shares of Common Stock are deemed
     to be issued:

               (i) no further  adjustments in the Conversion Price shall be made
          upon the  subsequent  issue of  Convertible  Securities  or  shares of

                                       10
<PAGE>

          Common  Stock upon the exercise of such Options or the issue of Common
          Stock upon the conversion or exchange of such Convertible Securities;

               (ii) if such  Options or  Convertible  Securities  by their terms
          provide,  with the passage of time or  otherwise,  for any increase or
          decrease in the consideration payable to the Corporation,  or increase
          or decrease in the number of shares of Common Stock issuable, upon the
          exercise,   conversion  or  exchange  thereof,  the  Conversion  Price
          computed  upon the original  issuance of such  Options or  Convertible
          Securities  (or upon the  occurrence  of a record  date  with  respect
          thereto),  and any subsequent adjustments based thereon, upon any such
          increase  or  decrease  becoming  effective,  shall be  recomputed  to
          reflect such  increase or decrease  insofar as it affects such Options
          or the  rights  of  conversion  or  exchange  under  such  Convertible
          Securities  (provided,   however,  that  no  such  adjustment  of  the
          Conversion  Price shall  affect  Common Stock  previously  issued upon
          conversion of the Series G Stock);

               (iii) upon the  expiration  of any such  Options or any rights of
          conversion or exchange under such  Convertible  Securities which shall
          not have  been  exercised,  the  Conversion  Price  computed  upon the
          original issue of such Options or Convertible  Securities (or upon the
          occurrence of a record date with respect thereto),  and any subsequent
          adjustments based thereon, shall, upon such expiration,  be recomputed
          as if:

                    (A) in the case of Options or  Convertible  Securities,  the
               only Additional  Shares of Common Stock issued were the shares of
               Common Stock,  if any,  actually issued upon the exercise of such
               Options  or  the  conversion  or  exchange  of  such  Convertible
               Securities  and  the  consideration  received  therefor  was  the
               consideration  actually  received by the  Corporation (x) for the
               issue of all such  Options,  whether or not  exercised,  plus the
               consideration  actually received by the Corporation upon exercise
               of the  Options  or (y) for the  issue  of all  such  Convertible
               Securities  which were actually  converted or exchanged  plus the
               additional  consideration,  if  any,  actually  received  by  the
               Corporation  upon the  conversion or exchange of the  Convertible
               Securities; and

                    (B) in the case of Options for Convertible Securities,  only
               the  Convertible  Securities,  if any,  actually  issued upon the
               exercise  thereof  were  issued  at the  time  of  issue  of such
               Options,  and the  consideration  received by the Corporation for
               the  Additional  Shares of Common  Stock deemed to have been then
               issued was the consideration actually received by the Corporation
               for the issue of all such Options, whether or not exercised, plus
               the consideration deemed to have been received by the Corporation
               upon the issue of the  Convertible  Securities  with  respect  to
               which such Options were actually exercised.

               (iv) No readjustment pursuant to clause (ii) or (iii) above shall
          have the effect of increasing the Conversion  Price to an amount which
          exceeds  the  lower  of (x)  the  Conversion  Price  on  the  original
          adjustment  date or (y) the Conversion  Price that would have resulted
          from any issuance of  Additional  Shares of Common  Stock  between the
          original adjustment date and such readjustment date.

               (v) In the case of any  Options  which  expire by their terms not
          more than 30 days after the date of issue  thereof,  no  adjustment of

                                       11
<PAGE>

          the Conversion Price shall be made until the expiration or exercise of
          all such Options,  whereupon such adjustment shall be made in the same
          manner provided in clause (iii) above.

          (i)  Determination of  Consideration.  For purposes of this Section 7,
     the  consideration  received  by  the  Corporation  for  the  issue  of any
     Additional Shares of Common Stock shall be computed as follows:

               (i) Cash and Property. Such consideration shall:

                    (A) insofar as it consists of cash, be the aggregate  amount
               of cash received by the Corporation; and

                    (B) insofar as it consists of property  other than cash,  be
               computed at the fair value  thereof at the time of the issue,  as
               determined  in good faith by the vote of a majority  of the Board
               or if the Board  cannot  reach  such  agreement,  by a  qualified
               independent  public  accounting  firm,  other than the accounting
               firm then engaged as the Corporation's independent auditors.

               (ii) Options and Convertible  Securities.  The  consideration per
          share  received by the  Corporation  for  Additional  Shares of Common
          Stock  deemed to have been  issued  pursuant to  paragraph  (h) above,
          relating to Options and Convertible  Securities shall be determined by
          dividing:

                    (A) the total amount,  if any, received or receivable by the
               Corporation  as  consideration  for the issue of such  Options or
               Convertible  Securities,  plus the  minimum  aggregate  amount of
               additional   consideration  (as  set  forth  in  the  instruments
               relating  thereto,  without  regard  to any  provision  contained
               therein  designed  to protect  against  dilution)  payable to the
               Corporation  upon the exercise of such Options or the  conversion
               or exchange  of such  Convertible  Securities,  or in the case of
               Options for Convertible Securities,  the exercise of such Options
               for Convertible Securities and the conversion or exchange of such
               Convertible Securities, by

                    (B) the  maximum  number of  shares of Common  Stock (as set
               forth in the instruments relating thereto,  without regard to any
               provision contained therein designed to protect against dilution)
               issuable  upon the  exercise  of such  Options or  conversion  or
               exchange of such Convertible Securities.

          (j) Other Provisions  Applicable to Adjustment Under this Section. The
     following  provisions  will be applicable to the  adjustments in Conversion
     Price as provided in this Section 7:

               (i) Treasury Shares.  The number of shares of Common Stock at any
          time outstanding shall not include any shares thereof then directly or
          indirectly owned or held by or for the account of the Corporation.

                                       12
<PAGE>

               (ii) Other Action  Affecting  Common  Stock.  If the  Corporation
          shall take any action  affecting the  outstanding  number of shares of
          Common Stock other than an action  described  in any of the  foregoing
          subsections  7(b) to  7(h)  hereof,  inclusive,  which  would  have an
          inequitable  effect  on the  holders  of  Series  G  Stock,  then  the
          Conversion  Price shall be adjusted in such manner and at such time as
          the  Board  on the  advice  of the  Corporation's  independent  public
          accountants  may  in  good  faith  determine  to be  equitable  in the
          circumstances.

               (iii) Minimum  Adjustment.  No adjustment of the Conversion Price
          shall be made if the amount of any such adjustment  would be an amount
          less than one percent (1%) of the Conversion Price then in effect, but
          any such amount shall be carried  forward and an adjustment in respect
          thereof shall be made at the time of and together with any  subsequent
          adjustment  which,  together  with such amount and any other amount or
          amounts so carried forward, shall aggregate an increase or decrease of
          one percent (1%) or more.

               (iv)  Certain  Adjustments.  The  Conversion  Price  shall not be
          adjusted   upward  except  in  the  event  of  a  combination  of  the
          outstanding  shares of Common Stock into a smaller number of shares of
          Common Stock or in the event of a readjustment of the Conversion Price
          pursuant to Section 7(h)(ii) or (iii).

          (k) Dilution  Event.  Each of Section 7(b), (c), (d), (e), (f) and (g)
     are herein referred to as a "Dilution Event." Notwithstanding the foregoing
     sentence,  any exercise of any Options or Convertible  Securities that were
     (x)  outstanding  as of March 19, 1998 and (y) disclosed in Schedule 5.6 to
     the Securities  Purchase Agreement (as defined in the Note Indenture) shall
     not be deemed a Dilution Event.

          (l) Notices of Adjustments.  Whenever the Conversion Price is adjusted
     as herein  provided,  an  officer  of the  Corporation  shall  compute  the
     adjusted  Conversion Price in accordance with the foregoing  provisions and
     shall prepare a written  certificate setting forth such adjusted Conversion
     Price and showing in detail the facts upon which such  adjustment is based,
     and  such   written   instrument   shall   promptly  be  delivered  to  the
     recordholders of the Series G Stock.

     8. Redemption.

          (a)  Redemption by the  Corporation.  The  Corporation  shall have the
     right to redeem the  Series G Stock or to cause the sale by the  holders of
     such Series G Stock if (x) after the Original Issue Date and prior to March
     19,  2003,  the  average of the Market  Prices for the Common  Stock for 20
     consecutive  trading  days (the  first day of which was after the  Original
     Issue Date) is at least $10.00, or (y) after March 19, 2003, the average of
     the Market Prices for the Common Stock for 20 consecutive trading days (the
     first day of which was after  March  19,  2003) is at least  $10.9375,  the
     Series G Stock may be  redeemed in whole,  but not in part,  at a price per
     share  equal to 100% of the Series G Stock Issue Price plus all accrued and
     unpaid  dividends to the date of  redemption  (such date being  referred to
     herein as the "Redemption Date");  provided,  however, that the Corporation
     may only effect a redemption of the Series G Stock pursuant to this Section
     8 if at, and  immediately  subsequent to, the  Redemption  Date, the Common

                                       13
<PAGE>

     Stock  into which the Series G Stock is  convertible  could be offered  and
     sold by the  holders  thereof  without  compliance  with  the  registration
     requirements of Section 5 of the Securities Act or if the offer and sale of
     the Common Stock into which the Series G Stock is convertible is covered by
     a registration  statement which has been filed with and declared  effective
     by the  Securities  and Exchange  Commission,  and which remains  effective
     through the Redemption  Date, and in each case without being subject to any
     other  legal  or  contractual  restriction  on  transferability,  including
     without  limitation,   limitations  under  paragraph  (e)(i)  of  Rule  144
     promulgated under the Securities Act. At any time after March 19, 2006, the
     Corporation  may redeem the Series G Stock in whole,  but not in part, at a
     price per share equal to 100% of the Series G Stock Issue  Price,  plus all
     accrued and unpaid  dividends to the  Redemption  Date,  provided  that the
     conditions set forth in the proviso to the previous sentence are satisfied.

          (b) Redemption  Upon the  Occurrence of an Event of Default.  Upon the
     occurrence of any Series G Stock Event of Default,  other than a Bankruptcy
     Event of Default (as defined below),  (x) the Initial  Purchaser or Initial
     Purchasers (as defined in the  Securities  Purchase  Agreement)  holding at
     least 30% of the outstanding  shares of Series G Stock, or (y) in the event
     that each of the Initial  Purchasers,  other than  GarMark  Partners,  L.P.
     (collectively  "GarMark"),  shall own less than 100% of the  Series G Stock
     owned by such Initial Purchaser on the Original Issue Date, then the holder
     or  holders  of at least 35% of the  outstanding  shares of Series G Stock,
     shall  have the  right to  require  (by  written  notice  delivered  to the
     Corporation  (the "Holders'  Redemption  Demand") within 60 days after such
     holder or  holders'  receipt  of the Event of Default  Notice  (as  defined
     below))  the  Corporation  to  redeem  no  later  than  30 days  after  the
     Corporation's  receipt of the Holders' Redemption Demand all or any portion
     of the Series G Stock  owned by such holder or holders at a price per share
     equal to 102% of the  Series G Stock  Issue  Price,  plus all  accrued  and
     unpaid  dividends  on the shares of Series G Stock to be so redeemed to the
     Redemption  Date. The Corporation will give written notice of such election
     to the other  holders of Series G Stock,  which  notice shall (i) state the
     Redemption Date, which date should be not later than 30 days after the date
     of the Holders' Redemption Demand, and (ii) be given at least 10 days prior
     to such Redemption Date. Upon the giving of such notice, each holder of the
     Series G Stock may demand redemption of all or any portion of such holder's
     Series G Stock by mailing written notice thereof to the  Corporation  prior
     to the Redemption  Date. The Corporation will redeem all shares of Series G
     Stock as to which rights under this paragraph have been exercised within 30
     days  after the date of the  Holders'  Redemption  Demand.  Each  holder of
     Series G Stock  shall also have any other  rights that such holder may have
     been  afforded  under any  contract or  agreement at any time and any other
     rights that such holder may have under any law.

          (c)  Redemption on  Bankruptcy  Event of Default or Change in Control.
     Upon the occurrence of any Bankruptcy Event of Default or in the event of a
     Change of Control  (as defined  below),  any holder of Series G Stock shall
     have the right to require (by delivery of a Holders' Redemption Demand) the
     Corporation to redeem within 60 days after such holder or holders'  receipt
     of the Event of  Default  Notice or Change of Control  Notice  (as  defined
     below),  as the case may be, all or any portion of the Series G Stock owned
     by such  holder at a price per  share  equal to 102% of the  Series G Stock
     Issue Price plus an amount equal to all accrued and unpaid dividends on the
     shares of Series G Stock to be so  redeemed  to the  Redemption  Date.  The

                                       14
<PAGE>

     Corporation  will  redeem all  shares of Series G Stock as to which  rights
     under this paragraph  have been exercised  within 30 days after the date of
     the Holders'  Redemption  Demand.  Each holder of Series G Stock shall also
     have any other  rights  that such holder may have been  afforded  under any
     contract or agreement at any time and any other rights that such holder may
     have under any law.

          As used herein, a "Change of Control" means a change of control of the
     Corporation  of a nature  that would be required to be reported in response
     to Item  6(e) of  Schedule  14A of  Regulation  14A  promulgated  under the
     Exchange  Act,  whether  or not the  Corporation  is then  subject  to such
     reporting requirement; provided, that, without limitation, such a Change of
     Control shall be deemed to have occurred if:

               (i) any "person"  (as defined in Sections  13(d) and 14(d) of the
          Exchange  Act) or "group" (as defined in Section 13(d) of the Exchange
          Act) other than Permitted  Holders (as defined in the Note  Indenture)
          is or becomes the  "beneficial  owner" (as defined in Rule 13(d)(3) of
          the  Exchange  Act),  directly or  indirectly,  of  securities  of the
          Corporation  representing thirty percent (30%) or more of the combined
          voting  power  of  the  Corporation's  then  outstanding   securities;
          provided,  however,  that no Change of Control shall be deemed to have
          occurred if prior to the  acquisition  of such thirty percent (30%) of
          the  combined  voting  power  of the  Corporation's  then  outstanding
          securities,  a majority of the Continuing Directors (as defined below)
          approves such acquisition; or

               (ii) if there shall cease to be a majority of the Board comprised
          of Continuing Directors; or

               (iii) the  stockholders  of the  Corporation  approve a merger or
          consolidation  of the Corporation  with any other  corporation,  other
          than a merger  or  consolidation  which  would  result  in the  voting
          securities of the Corporation  outstanding  immediately  prior thereto
          continuing to represent  (either by remaining  outstanding or by being
          converted  into voting  securities of the  surviving  entity) at least
          eighty  percent  (80%) of the  combined  voting  power  of the  voting
          securities of the  Corporation  or such surviving  entity  outstanding
          immediately after such merger or consolidation; or

               (iv) if any  recapitalization  event  occurs as a result of which
          the  holders  of  voting  securities  of the  Corporation  outstanding
          immediately  prior  thereto do not  continue  to hold at least  eighty
          percent (80%) of the combined voting power of the voting securities of
          the Corporation immediately after such recapitalization event; or

               (v)  the  stockholders  of the  Corporation  approve  a  plan  of
          complete  liquidation of the  Corporation or an agreement for the sale
          or disposition by the Corporation of all or  substantially  all of the
          Corporation's assets; or

               (vi) a majority of the "named  executive  officers"  set forth in
          the Corporation's most recent Proxy Statement or Annual Report on Form
          10-K or  Form  10-KSB,  as the  case  may be,  cease  to  occupy  such
          positions within a period of 365 consecutive days.

                                       15
<PAGE>

               As used herein,  "Continuing  Directors"  means  individuals  who
          constitute  the  Board  as of the  Original  Issue  Date  and  any new
          director(s)  whose election by the Board or nomination for election by
          the  Corporation's  stockholders  was  approved  by a vote of at least
          two-thirds (2/3) of the directors then still in office who either were
          directors  at the  beginning  of  the  period  or  whose  election  or
          nomination for election was previously so approved.

          (d) Option to Convert in Lieu of Redemption.  Notwithstanding anything
     to the contrary  contained  herein,  any holder of shares of Series G Stock
     that does not want the  Corporation  to redeem the shares of Series G Stock
     called by the  Corporation  for  redemption  shall have the prior  right to
     convert  all or any  portion of its  shares of Series G Stock  into  Common
     Stock at the then-applicable Conversion Price.

          (e)  Redemption  Procedure.  On or prior to the  Redemption  Date, the
     Corporation  shall  deposit  the Series G Stock  Issue Price plus an amount
     equal to all  accrued and unpaid  dividends  on all  outstanding  shares of
     Series G Stock to be so redeemed to the  Redemption  Date (the  "Redemption
     Price")  with a bank or trust  corporation  having  aggregate  capital  and
     surplus in excess of  $500,000,000  as a trust fund for the  benefit of the
     holders of the shares of Series G Stock, with irrevocable  instructions and
     authority to the bank or trust  corporation to pay the Redemption Price for
     such shares to their  respective  holders on or after the  Redemption  Date
     upon receipt of the  certificate or  certificates of the shares of Series G
     Stock to be  redeemed.  From and after the  Redemption  Date,  unless there
     shall have been a default in payment of the Redemption Price, all rights of
     the  holders  of  shares  of  Series G Stock as  holders  of Series G Stock
     (except the right to receive the  Redemption  Price upon surrender of their
     certificate  or  certificates)  shall cease as to those  shares of Series G
     Stock redeemed,  and such shares shall not thereafter be transferred on the
     books of the  Corporation  or be deemed to be  outstanding  for any purpose
     whatsoever.  If on the Redemption Date the funds of the Corporation legally
     available for  redemption of shares of Series G Stock are  insufficient  to
     redeem the total  number of shares of Series G Stock to be redeemed on such
     date, then the Corporation will use those funds which are legally available
     therefor to redeem the maximum  possible number of shares of Series G Stock
     ratably  among the holders of such  shares to be redeemed  based upon their
     holdings of Series G Stock. Payments shall first be applied against accrued
     and unpaid dividends and thereafter against the remainder of the Redemption
     Price.  The shares of Series G Stock not redeemed shall remain  outstanding
     and entitled to all the rights and preferences provided herein. At any time
     thereafter when additional  funds of the Corporation are legally  available
     for the redemption of shares of Series G Stock such funds will  immediately
     be used to  redeem  the  balance  of the  shares  of  Series  G Stock to be
     redeemed. No dividends or other distributions shall be declared or paid on,
     nor shall the  Corporation  redeem,  purchase or acquire any shares of, the
     Common  Stock or any  other  class or  series  of stock of the  Corporation
     unless the Redemption Price of all shares elected to be redeemed shall have
     been paid in full. Until the Redemption Price for a share of Series G Stock
     elected to be redeemed shall have been paid in full, such share of Series G
     Stock shall  remain  outstanding  for all  purposes  and entitle the holder
     thereof  to all the  rights  and  privileges  provided  herein,  including,
     without  limitation,  that dividends and interest thereon shall continue to
     accrue and, if unpaid prior to the date such shares are redeemed,  shall be
     included as part of the Redemption Price as provided in this Section 8(e).

          (f) Events of Default. A "Series G Stock Event of Default" occurs if:

                                       16
<PAGE>

               (i)  the   Corporation   has  breached  any  material   covenant,
          obligation or agreement set forth in this Certificate,  the Securities
          Purchase   Agreement   (as  defined  in  the  Note   Indenture),   the
          Registration  Rights  Agreement (as defined in the Note  Indenture) or
          any other  agreement  executed in  connection  with the  Financing (as
          defined in the Note Indenture) and such breach  continues for a period
          of thirty (30) days; or

               (ii) the  Corporation  defaults in the payment of any dividend on
          the  Series  G Stock as and when  due and  payable,  and such  default
          continues for a period of fifteen (15) days; or

               (iii) the Corporation  defaults in making any redemption  payment
          that it is obligated to make hereunder; whether or not such payment is
          legally permissible or conflicts with any other agreement to which the
          Corporation  or  any of  its  Subsidiaries  (as  defined  in the  Note
          Indenture)  is a party  or by  which  any of its or  their  respective
          assets are bound; or

               (iv) any  representation or warranty  contained in the Securities
          Purchase  Agreement,  the  Registration  Rights Agreement or any other
          agreement  executed in connection  with the Financing,  or any writing
          furnished by the Corporation or any of its  Subsidiaries to any holder
          of the Series G Stock,  contains  any untrue  statement  of a material
          fact or omits to state a material fact  necessary in order to make the
          statements  made, in the light of the  circumstances  under which they
          were made, not misleading; or

               (v) an Event of Default  (as  defined  in the  Credit  Agreement)
          under the Credit  Agreement  (as  defined in the Note  Indenture)  has
          occurred and is continuing; or

               (vi) an Event of Default (as defined in the Note Indenture) under
          the Note Indenture has occurred and is continuing; or

               (vii) the Corporation or any of its Subsidiaries has breached any
          material  contract to which it or any of its  Subsidiaries is a party,
          or by which any of its or their respective assets are bound,  except a
          breach that would not have a material  adverse effect on the business,
          operations, prospects, assets or condition (financial or otherwise) on
          the  Corporation  or any  of its  Material  Subsidiaries  (as  defined
          below); or

               (viii) any judgments,  orders or decrees for the payment of money
          in  excess  of  $2,500,000,  either  individually  or in an  aggregate
          amount,  shall  be  entered  against  the  Corporation  or  any of its
          Subsidiaries  or any of their  respective  properties and shall not be
          discharged  and there  shall  have  been a period of thirty  (30) days
          during  which a stay of  enforcement  of such  judgment  or order,  by
          reason of pending appeal or otherwise, shall not be in effect; or

               (ix) the Corporation or any of its Subsidiaries  which would be a
          "significant  subsidiary"  pursuant to Article 1-02 of Regulation  S-X
          ("Material  Subsidiary")  pursuant to or within the meaning of any law
          under  Title  11 of the U.S.  Code or any  similar  Federal,  state or
          foreign law for the relief of debtors ("Bankruptcy Law"):

                                       17
<PAGE>

                    (A) commences a voluntary case or proceeding with respect to
               itself,

                    (B) consents to the entry of an order for relief  against it
               in an involuntary case or proceeding,

                    (C)  consents to the  appointment  of a  receiver,  trustee,
               assignee, liquidator,  sequestrator or similar official under any
               Bankruptcy  Law  ("Custodian")  of it or for all or any  material
               part of its property,

                    (D)  makes  a  general  assignment  for the  benefit  of its
               creditors,

                    (E)  consents  to  or  acquiesces  in  the   institution  of
               bankruptcy or insolvency proceedings against it,

                    (F) shall generally not pay its debts when such debts become
               due or shall  admit in  writing  its  inability  to pay its debts
               generally, or

                    (G)  takes any  corporate  action  in  furtherance  of or to
               facilitate, conditionally or otherwise, any of the foregoing; or

               (x) a court of competent  jurisdiction enters a decree,  judgment
          or order under any Bankruptcy Law that:

                    (A) is for relief  against the  Corporation  or any Material
               Subsidiary  of  the   Corporation  in  an  involuntary   case  or
               proceeding,

                    (B) appoints a Custodian of the  Corporation or any Material
               Subsidiary of the Corporation for all or substantially all of its
               properties, or

                    (C) orders the winding-up or liquidation of the  Corporation
               or any Material  Subsidiary of the Corporation,  and in each case
               the order or decree remains unstayed and in effect for sixty (60)
               days.

          Each of the  foregoing  events in clause (ix) and (x) are  referred to
     herein as a "Bankruptcy Event of Default."

          Any Series F Stock  Event of  Default  (as such term is defined in the
     Certificate of Designations, Preferences and Rights of Series F Convertible
     Stock of the  Corporation),  other  than a Series F Stock  Event of Default
     waived pursuant to the Limited Waiver,  that occurred prior to the Original
     Issue Date shall be considered a Series G Stock Event of Default.

          If a Series G Stock  Event of  Default  occurs and is  continuing,  in
     addition to any other notices required  pursuant to this Certificate or the
     Financing  Documents (as defined in the Note  Indenture),  the  Corporation
     must,  within ten (10) days  after the  occurrence  of such  Series G Stock

                                       18
<PAGE>

     Event of Default,  give to the holders of the Series G Stock notice of such
     Series  G  Stock  Event  of  Default,   including  a  reasonably   detailed
     description of the events causing such Series G Stock Event of Default, and
     the actions proposed to be taken by the Corporation in response thereto (an
     "Event of Default Notice").

     9.  Notices  of  Record  Dates  and  Effective  Dates.  In  case:  (a)  the
Corporation  shall declare a dividend (or any other  distribution) on the Common
Stock payable  otherwise than in shares of Common Stock;  or (b) the Corporation
shall  authorize  the  granting  to the  holders  of  Common  Stock of rights to
subscribe  for or purchase any shares of capital stock of any class or any other
rights; or (c) of any reorganization,  share exchange or reclassification of the
capital stock of the  Corporation  (other than a subdivision  or  combination of
outstanding  shares of Common Stock), or of any consolidation or merger to which
the  Corporation  is  party  or of  the  sale,  lease  or  exchange  of  all  or
substantially all of the property of the Corporation; or (d) of the voluntary or
involuntary dissolution,  liquidation or winding up of the Corporation; then the
Corporation  shall cause to be mailed to the recordholders of the Series G Stock
at  least  20  days  prior  to the  applicable  record  date or  effective  date
hereinafter  specified, a notice stating (i) the date on which a record is to be
taken for the purpose of such dividend,  distribution or rights, or, if a record
is not to be taken,  the date as of which the holders of record of Common  Stock
to be entitled to such dividend,  distribution or rights are to be determined or
(ii) the date on which such  reclassification,  reorganization,  share exchange,
consolidation,  merger,  sale,  lease,  exchange,  dissolution,  liquidation  or
winding up is expected to become effective or be consummated, and the date as of
which it is expected that holders of record of Common Stock shall be entitled to
exchange  their  shares  of  Common  Stock  for  securities  or  other  property
deliverable   upon  such   reclassification,   reorganization   share  exchange,
consolidation,   liquidation,   merger,  sale,  lease,  exchange,   dissolution,
liquidation or winding up.

     10.Preemptive Rights.

          (a) For so long as any shares of Series G Stock are outstanding, prior
     to seeking financing in one or a series of related  transactions that would
     aggregate more than $1,000,000 in any consecutive  twelve month period from
     any Person (as defined below) consisting of any issuance by the Corporation
     or any Affiliate (as defined  below)  thereof of any shares of Common Stock
     or Preferred Stock,  including securities  convertible into, or exercisable
     or  exchangeable  for, any shares of Common Stock or Preferred Stock (other
     than (i) to fund  the  lesser  of  $2,000,000  or 20% of the  consideration
     payable in connection with a Permitted  Acquisition (as defined in the Note
     Indenture) provided,  however,  that the per share price paid in connection
     with such Permitted Acquisition is at least equal to the greater of (x) the
     Market Price of the Common Stock on the Business Day immediately  preceding
     the day on which the  Permitted  Acquisition  is  consummated,  and (y) the
     Maximum Conversion Price (a "Permitted Acquisition Equity Financing"), (ii)
     which is made pursuant to an  underwritten  public  offering  pursuant to a
     registration  statement  declared  effective by the Securities and Exchange
     Commission,  (iii) upon the exercise of the Management Options or (iv) upon
     the exercise,  in accordance with the currently existing terms thereof,  of
     the  Corporation's  Options as set forth on Schedule 5.6 to the  Securities
     Purchase  Agreement)  (the "Equity  Financing,"  and the  securities  to be

                                       19
<PAGE>

     issued in connection therewith,  the "Equity Securities"),  the Corporation
     shall  first give to each  holder of Series G Stock the  opportunity  (such
     opportunity being herein referred to as the "Preemptive Right") to purchase
     (on the same terms as such Equity  Securities  are proposed to be sold) the
     same  proportion  of  such  Equity  Securities  proposed  to be sold by the
     Corporation as equals such holder's  percentage of the outstanding Series G
     Stock held by such holder on the day preceding  the date of the  Preemptive
     Notice (as defined herein).  Notwithstanding  any provision  hereof, on the
     date,  if  any,  that  the  Initial  Purchasers  beneficially  own,  in the
     aggregate,  less  than  30%  of  the  Series  G  Stock,  the  Corporation's
     obligations  set forth in this  Section 10 shall cease and be of no further
     effect.

          (b) At least thirty (30) days prior to the issuance by the Corporation
     of any Equity Securities, the Corporation shall give written notice thereof
     (the "Preemptive  Notice") to each holder of Series G Stock. The Preemptive
     Notice shall  specify (i) the name and address of the bona fide investor to
     whom the Corporation proposes to issue or sell Equity Securities,  (ii) the
     total  amount of capital to be raised by the  Corporation  pursuant  to the
     issuance  or sale of Equity  Securities,  (iii) the  number of such  Equity
     Securities proposed to be issued or sold, (iv) the price and other terms of
     their proposed  issuance or sale, (v) the number of such Equity  Securities
     which such  holder is  entitled  to  purchase  (determined  as  provided in
     subsection  (a) above),  and (vi) the period  during  which such holder may
     elect to purchase such Equity Securities,  which period shall extend for at
     least  thirty  (30)  days  following  the  receipt  by such  holder  of the
     Preemptive  Notice (the  "Preemptive  Acceptance  Period").  Each holder of
     Series G Stock who desires to purchase Equity  Securities  shall notify the
     Corporation within the Preemptive Acceptance Period of the number of Equity
     Securities  he  wishes  to  purchase,  as well as the  number,  if any,  of
     additional  Equity  Securities he would be willing to purchase in the event
     that all of the Equity  Securities  subject to the Preemptive Right are not
     subscribed for by the other holders of Series G Stock.

          (c) During the  Preemptive  Acceptance  Period,  except as required by
     law,  the  Corporation  and each holder of Series G Stock shall not discuss
     the proposed Equity  Financing with any other person,  other than officers,
     directors and employees of the Corporation.

          (d) In the event a holder of Series G Stock  declines to subscribe for
     all or any part of its pro rata portion of any Equity  Securities which are
     subject to the  Preemptive  Right (the  "Declining  Preemptive  Purchaser")
     during the Preemptive Acceptance Period, then the other holders of Series G
     Stock shall have the right to subscribe  for all (or any declined  part) of
     the  Declining  Preemptive  Purchaser's  pro rata  portion  of such  Equity
     Securities  (to be  divided  among  the  other  holders  of  Series G Stock
     desiring to exercise such right on a ratable basis).

          (e) After the  conclusion of the  Preemptive  Acceptance  Period,  any
     Equity Securities which none of the holders elect to purchase in accordance
     with the  provisions  of this  Section 10, may be sold by the  Corporation,
     within a period of four (4) months after the  expiration of the  Preemptive
     Acceptance  Period,  to any other  person or  persons  at not less than the
     price  and upon  other  terms  and  conditions  not less  favorable  to the
     Corporation than those set forth in the Preemptive Notice.

          "Affiliate"  means any  individual,  corporation,  partnership,  joint
     venture,   association,    joint-stock   company,   trust,   unincorporated
     organization or any other entity or organization  including a government or
     political  subdivision or any agency or instrumentality  thereof ("Person")

                                       20
<PAGE>

     (i)  which  directly  or  indirectly  through  one or  more  intermediaries
     controls,  or is  controlled  by,  or is under  common  control,  with such
     Person; or (ii) which  beneficially owns or holds ten percent (10%) or more
     of the voting power (or in the case of a Person which is not a corporation,
     10% or more of the equity or other ownership  interest) of such Person;  or
     (iii) ten  percent  (10%) or more of the voting  power (or in the case of a
     Person which is not a corporation,  ten percent (10%) or more of the equity
     or other ownership interest) of which is beneficially owned or held by such
     Person. The term "control" means the possession, directly or indirectly, of
     the power to direct or cause the direction of the  management  and policies
     of a Person,  whether  through  ownership  of voting  power by  contract or
     otherwise.

     11.Voting Rights.

          (a)  General.  Except as  otherwise  expressly  provided  herein or as
     provided by any applicable law, the Series G Stock shall be non-voting.  In
     addition to the rights otherwise  provided for herein or by law, so long as
     any shares of Series G Stock are outstanding, the Corporation will not, and
     it will cause its Subsidiaries not to, without the affirmative vote, or the
     written consent pursuant to Section 228 of the Delaware General Corporation
     Law,  of (x) (1) the  Initial  Purchasers  holding  at least (A) 70% of the
     outstanding  Series G Stock (or such  greater  number as may be required by
     law) or (B) two thirds of the  outstanding  Series G Stock (or such greater
     number as may be  required  by law) on and after the date upon which  Moore
     Global Investments,  Ltd. and Remington Investment Strategies, L.P. and any
     of their  Affiliates  (collectively  "Moore"),  own less  than  100% of the
     shares of Series G Stock  acquired by them on the Original  Issue Date,  or
     (2) in the event that each of the Initial  Purchasers,  other than GarMark,
     shall  own less  than  50% of the  Series  G Stock  owned  by such  Initial
     Purchaser  on the  Original  Issue  Date,  then the  holders  of at least a
     majority (or such greater number as may be required by law) of the Series G
     Stock,  voting  separately as a class; and (y) so long as Moore,  shall own
     100% of the shares of Series G Stock acquired by them on the Original Issue
     Date, the approval of Moore with respect to the items enumerated in clauses
     (i), (iv), (v), (vi),  (viii),  (ix), (x), (xiv),  (xv),  (xvi) and (xviii)
     below, such approval not to be unreasonably withheld:

               (i) grant or issue any Options, other than the Management Options
          or Convertible Securities,  to any officers,  directors,  employees or
          consultants of the Corporation or any of its Affiliates;

               (ii) incur  Indebtedness  (as defined in the Note  Indenture)  in
          excess of the amounts  permitted  to be incurred  pursuant to the Note
          Indenture;

               (iii) retire,  redeem,  purchase or acquire any Junior Securities
          or any interest therein;

               (iv)  effect or permit to occur any Change of Control  enumerated
          in clauses (i), (iii),  (iv), (v) or (vi), or facilitate any Change of
          Control  enumerated  in clause (ii),  of the  definition  of Change of
          Control contained herein;

               (v) effect  any  material  change in the  nature of the  business
          conducted as of the Original  Issue Date by the  Corporation or any of
          its Subsidiaries;

                                       21
<PAGE>

               (vi) enter into any Affiliate Transaction (as defined in the Note
          Indenture);

               (vii) effect,  or agree to effect,  any acquisitions the purchase
          price for which (or any portion thereof) consists of equity securities
          of the Corporation or Convertible Securities in an amount in excess of
          the amount of Permitted Acquisition Equity Financing;

               (viii)  amend,  waive or  repeal  any  provisions  of, or add any
          provision  to,  (x)  this  Certificate  or (y)  any  provision  of the
          Corporation's Certificate of Incorporation or any other certificate of
          designation  filed  with the  Secretary  of State of  Delaware  by the
          Corporation with respect to its preferred stock;

               (ix) increase the  authorized  number of shares of Series G Stock
          or reclassify the shares of Series G Stock;

               (x)  amend,  waive  or  repeal  any  provisions  of,  or add  any
          provision to, the Corporation's  By-laws (the "By-laws") in any manner
          that  would  have an  adverse  effect on the  holders  of the Series G
          Stock, notwithstanding,  without limitation, the provisions of Article
          IV, Section 3 of the By-Laws as such provision pertains to Moore;

               (xi) sell, convey,  transfer,  assign or otherwise dispose of any
          Subsidiary of the Corporation or any division, operating unit or other
          business unit that, on a pro forma basis, constitutes more than 20% of
          the pro forma  Consolidated  EBITDA (as defined in the Note Indenture)
          of the Corporation;

               (xii) sell any Common Stock (other than as permitted  pursuant to
          the terms of Section 10(a)) at a cash purchase price below the greater
          of (x) $8.50, and (y) the Market Price on the date of such sale;

               (xiii) enter, or permit any of its  Subsidiaries  to enter,  into
          any  agreement,  contract,  binding  commitment  or other  arrangement
          providing  for  any  Permitted  Acquisition  in  which  the  aggregate
          consideration,  including the estimated amounts, as determined in good
          faith by the Board of Directors of the Corporation,  of any contingent
          consideration  payable  by the  Corporation  in  connection  with such
          Permitted Acquisition is, or may be, greater than $7,500,000;

               (xiv) sell any Common Stock or other  Convertible  Securities  in
          connection with a Permitted  Acquisition in an amount in excess of, or
          on terms other than, a Permitted Acquisition Equity Financing;

               (xv)  enter into any  agreement,  indenture  or other  instrument
          which contains any provisions restricting the Corporation's obligation
          to pay dividends on, make liquidation  payments in respect of, or make
          redemptions of the Series G Stock in accordance  herewith  (other than
          the Limited  Waiver and the Seventh  Amendment  and Limited  Waiver to
          Credit  Agreement,  dated  as of  August  24,  2001 by and  among  the

                                       22
<PAGE>

          Corporation, the Credit Parties (as such term is defined therein), the
          Lenders (as such term is defined therein) and Bank of America, N.A. as
          agent);

               (xvi) dissolve the Corporation;

               (xvii)   terminate  or  change  the   Corporation's   independent
          auditors;

               (xviii) (x) commence any material action, suit or proceeding,  or
          (y) settle,  compromise or waive any material right with respect to or
          release  any  part  of,  any  material   action,   suit,   proceeding,
          investigation or claim;

               (xix) replace, renew, refinance,  extend, prepay, redeem, defease
          or otherwise retire any material  Indebtedness (as defined in the Note
          Indenture) other than as permitted pursuant to the Note Indenture;

               (xx) incur,  or suffer to exist,  any Lien,  other than Permitted
          Liens (as defined in the Note Indenture), with respect to any material
          Property (as defined in the Note Indenture); or

               (xxi)  increase,   decrease  or  otherwise  amend  the  size,  or
          requirements  for election or  appointment to or service on, the Board
          of Directors (other than as provided herein).

          (b) Appointment of Board of Director Observers. GarMark shall have the
     right to  designate  one (1) voting Board  member,  and each of GarMark and
     Moore shall have the right to designate one (1) non-voting  Board observer,
     each of whom will be given notice of, and permitted to attend, all meetings
     of the Board,  and GarMark shall have the right to designate one (1) voting
     committee  member,  and each of GarMark  and Moore  shall have the right to
     designate  one  (1)  non-voting   committee   observer,   to  each  of  the
     Corporation's  Compensation  Committee,  Stock  Incentive  Plan  Committee,
     Finance Committee, Audit Committee, and any other committee that is created
     or established after the date hereof, each of whom will be given notice of,
     and  permitted  to  attend,  all  meetings  of  each  such  committee.  The
     Corporation  acting  through its Board and in  accordance  with its Charter
     Documents (as defined in the Securities  Purchase Agreement) and applicable
     Law (as defined in the Securities Purchase Agreement), shall, in connection
     with any subsequent election of directors,  nominate,  recommend and do all
     other acts and things to cause (including,  without limitation,  voting all
     shares  for which  the  Corporation's  management  or Board  holds  proxies
     (including   undesignated   proxies)  unless  otherwise   provided  by  the
     stockholders  submitting  such proxies) the person  referenced  above to be
     elected  to the  Board and shall  cause  such  member to be a member of the
     Compensation Committee, Stock Incentive Plan Committee,  Finance Committee,
     Audit Committee, and if any other committee is created or established after
     the date hereof, of such committee. In the event any director, or member of
     a committee, elected pursuant to this Section 11(b) shall cease to serve as
     a director or member, as applicable,  for any reason, the Corporation shall
     cause  (subject to the  provisions of its Charter  Documents and applicable
     Law) the vacancy  resulting thereby to be filled as promptly as practicable
     by a person selected by GarMark.  Notwithstanding  any provision hereof, on

                                       23
<PAGE>

     the date,  if any,  that any Initial  Purchaser  entitled  to exercise  the
     rights  provided in this Section 11(b)  beneficially  owns less than 25% of
     the Common Stock that would be issuable to such Initial  Purchaser upon its
     conversion  of the  Series G Stock  acquired  on the  Original  Issue  Date
     (assuming  that the  shares  of  Series G Stock  would  be  converted  at a
     conversion  price of $5.58 per share,  subject to the adjustments  provided
     herein with respect to conversion  price and the number of shares  issuable
     upon conversion),  the Corporation's  obligations set forth in this Section
     11(b)  with  respect to such  Initial  Purchaser  shall  cease and be of no
     further effect.

          (c) Election of Board of Directors.

               (i) If at any time or times any dividend  payable on the Series G
          Stock  shall  be in  arrears  and  unpaid  for  four  (4)  consecutive
          quarterly  periods  (each  a  "Dividend  Payment  Default")  or if the
          Corporation shall have failed to discharge any obligation  pursuant to
          a request for  redemption  pursuant to Section  8(b) (the  "Redemption
          Obligation")  (each of the foregoing a "Triggering  Event"),  then the
          number of directors  constituting  the Board,  without further action,
          shall be  increased  by such number  (rounded up to the nearest  whole
          number) as is necessary  such that  subsequent to such  occurrence the
          number of directors nominated and elected by the holders of the Series
          G Stock,  as set forth  herein,  is at least  one third of the  entire
          Board and the holders of the Series G Stock  shall have the  exclusive
          right,  voting  separately  as a class,  to  nominate  and  elect  the
          directors (the "New  Directors") of the Corporation to fill such newly
          created  directorships (which New Directors shall be apportioned among
          Class 1,  Class 2 and  Class 3 in  accordance  with  Article  V of the
          Certificate  of  Incorporation  and  Section 3 of the By-laws and in a
          manner that provides the New Directors  with the longest tenure of the
          Board),  the  remaining  directors to be elected by the other class or
          classes  of  stock  entitled  to vote  therefor,  at each  meeting  of
          stockholders held for the purpose of electing directors;

               (ii) Whenever such voting right shall have vested, such right may
          be exercised at a special meeting of the holders of the Series G Stock
          called as hereinafter  provided, at any annual meeting of stockholders
          held for the purpose of electing  directors or by the written  consent
          of the  holders  of  Series G Stock  pursuant  to  Section  228 of the
          Delaware  General  Corporation  Law. Such voting right shall  continue
          until such time as all cumulative dividends  accumulated on the Series
          G Stock  shall  have been paid in full or the  Corporation  shall have
          fulfilled its Redemption Obligation, as the case may be, at which time
          such voting  right of the  holders of Series G Stock shall  terminate,
          but such voting  right shall again vest in the event of each and every
          subsequent  failure  of the  Corporation  to  pay  dividends  for  the
          requisite number of periods or to discharge any Redemption  Obligation
          as described above.

               (iii) At any time when such voting right shall have vested in the
          holders of Series G Stock and if such  right  shall not  already  have
          been initially  exercised,  a proper officer of the Corporation shall,
          upon the  written  request  of any  holder of record of Series G Stock
          then outstanding, call a special meeting of holders of Series G Stock.
          Such meeting shall be held at the earliest  practicable  date upon the
          notice required for annual meetings of  stockholders.  If such meeting
          shall not be called  within 30 days after such written  request,  then
          the  holders  of  record of 10% of the  shares of Series G Stock  then
          outstanding  may  designate  in  writing a holder of Series G Stock to
          call such meeting at the expense of the Corporation,  and such meeting
          may be called by such person so  designated  upon the notice  required

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<PAGE>

          for  annual  meetings  of  stockholders.  Any holder of Series G Stock
          which would be entitled to vote at such  meeting  shall have access to
          the  stock  books of the  Corporation  for the  purpose  of  causing a
          meeting of  stockholders  to be called  pursuant to the  provisions of
          this  paragraph.  Notwithstanding  the  provisions of this  paragraph,
          however,  no such  special  meeting  shall be  called  during a period
          within  90 days  immediately  preceding  the date  fixed  for the next
          annual meeting of stockholders.

               (iv) At any  meeting at which the holders of Series G Stock shall
          have the right to elect New Directors as provided herein, the presence
          in person or by proxy of the  holders  of at least a  majority  of the
          then  outstanding  shares of Series G Stock shall be  required  and be
          sufficient to constitute a quorum.  At any such meeting or adjournment
          thereof,  the  absence  of a quorum of the  holders  of Series G Stock
          shall  not  prevent  the  election  of  directors  other  than the New
          Directors  and the  absence of a quorum or  quorums of the  holders of
          capital stock entitled to elect such other directors shall not prevent
          the election of any New Directors.

               (v) For so long as the aforesaid  voting rights are vested in the
          holders  of Series G Stock,  the term of  office of the New  Directors
          shall  terminate upon the election of their  successors by the holders
          of Series G Stock. Upon any termination of the aforesaid voting rights
          in accordance  with Section  11(c)(ii),  the term of office of all New
          Directors  shall  thereupon  terminate and upon such  termination  the
          number of  directors  constituting  the Board shall,  without  further
          action, be reduced by the number of such New Directors.

               (vi)  In  the  case  of  any  vacancy  occurring  among  the  New
          Directors,  the New  Directors who shall have been so elected (even if
          there is a sole  remaining  New  Director)  may appoint a successor to
          hold office  until his  successor is elected at an annual or a special
          meeting of the stockholders. If all New Directors shall cease to serve
          as directors before their terms shall expire,  the holders of Series G
          Stock then  outstanding may elect successors to hold office until each
          of their  successors are elected at an annual or a special  meeting of
          the stockholders.

               (vii) For the duration of any Triggering  Event, (x) Moore or any
          of its Affiliates,  shall have the right to designate one (1) Series G
          Nominee  (as defined  below) and (y)  GarMark  shall have the right to
          designate  the  remaining  Series G  Nominee(s)  to be  elected by the
          holders of the Series G Stock;  provided  that in the event that Moore
          shall  own less  than  100% of the  Series G Stock  owned by it on the
          Original  Issue  Date,  then the holders of at least a majority of the
          Series  G  Stock  shall  have  the  right  to  designate  all  of  the
          Corporation's  New Director  nominees  for election to the Board.  The
          nominees  so  designated  are  herein  referred  to as the  "Series  G
          Nominees." In furtherance of the foregoing,  the  Corporation,  acting
          through  its  Board  and  in  accordance   with  its   Certificate  of
          Incorporation,  By-laws and  applicable  law,  shall  recommend in the
          proxy  statement for each annual or special meeting of stockholders at
          which any New Director shall be elected,  and shall  recommend at each
          such stockholders'  meeting,  as part of the management or Board slate
          for election to the Board, the Series G Nominees.

               (viii) So long as any  shares of Series G Stock are  outstanding,
          the Corporation shall take such action as may be necessary so that its
          By-laws shall contain provisions ensuring that the number of directors
          of the  Corporation  shall at all times be such that the exercise,  by


                                       25
<PAGE>

          the  holders  of the  Series G Stock,  of the  right to elect  any New
          Directors will not  contravene  any  provisions of the  Certificate of
          Incorporation or By-laws.

          (d) Provisions with respect to Regulation Y. Notwithstanding any other
     provisions to the contrary set forth in this Section 11, no Person  subject
     to the  provisions  of  Regulation  Y  promulgated  under the Bank  Holding
     Company Act of 1956,  as amended,  by the Federal  Reserve  Board,  holding
     shares of Series G Preferred Stock shall be entitled to exercise any of the
     rights  granted to the Series G Stock  pursuant  to this  Section 11 if the
     exercise of such  right(s)  would cause such Person not to be in compliance
     with Regulation Y.

     12.Shares  to be  Retired.  All  shares  of the  Series  G Stock  redeemed,
converted,  exchanged  or  purchased  by the  Corporation  shall be retired  and
canceled  and shall not be restored  to the status of  authorized  but  unissued
shares of Preferred Stock and may not thereafter be reissued.

     13.Public  Documents.  For so long as the  Corporation  has any  securities
registered  under the  Exchange  Act,  upon the filing with the  Securities  and
Exchange   Commission  of  any  financial   statements,   proxy  or  information
statements,   notices,  reports  or  registration  statements  (other  than  any
registration  statements  relating to employee benefit or dividend  reinvestment
plans), or the issuance of any press release or other public  announcement (each
a "Public  Document"),  the  Corporation  shall,  within five (5) business days,
provide to each holder of Series G Stock a copy of such Public Document.

     14.Notice  Regarding  Certain  Corporate  Actions.  If,  at any  time,  the
Corporation decides to take certain corporate action, including, but not limited
to, any Dilution Event or Change of Control (a "Change of Control Notice"), then
the Corporation  shall provide each holder of Series G Stock with written notice
of such action at least 20 days prior to the record date for such action, and if
there is no record  date for such  action,  then such  written  notice  shall be
provided at least 20 days prior to the effective  date of such action;  provided
that any holder of Series G Stock may elect not to receive  any such  notices by
providing the Corporation with written notice of such election.

     IN WITNESS WHEREOF,  the undersigned has executed this Certificate this 7th
day of September, 2001.

                                    HEADWAY CORPORATE RESOURCES, INC.


                                    By: /s/

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