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                                                                     EXHIBIT 4.5

                           CERTIFICATE OF DESIGNATION
                                      OF
                     SERIES BB CONVERTIBLE PREFERRED STOCK
                           PAR VALUE $.01 PER SHARE
                                      OF
                             CROWN NORTHCORP, INC.

     The undersigned, being the Chief Financial Officer of Crown NorthCorp,
Inc., a Delaware corporation (the "Corporation"), DOES HEREBY CERTIFY that
set forth below are resolutions duly adopted by the Board of Directors of the
Corporation at a meeting held on February 13, 1998 creating a series of the
Corporation's preferred stock, par value $.01 per share, designated "Series
BB Convertible Preferred Stock":

A.   DESIGNATION.  There shall be a series of Preferred Stock to be known as
Series BB Convertible Preferred Stock, par value $.01 per share (hereinafter
referred to as "Series BB Preferred Stock"), consisting of one authorized
share.  After the issuance of the Series BB Preferred Stock and until the
redemption or retirement of all outstanding shares thereof, the Corporation
shall not authorize or issue any shares of common or preferred stock having
rights or preferences with respect to liquidation, dividends, or redemption
that are senior to the rights and preferences of the Series BB Preferred
Stock with respect to such matters without having obtained the prior written
consent of two-thirds of the holders thereof.

B.   LIQUIDATION IN GENERAL.  In the event of a Liquidation (as defined
below), the holders of record of the Series BB Preferred Stock (to the extent
that such stock has not then been redeemed or converted) shall be entitled to
be paid in full the sum of $2,000,000 per share, plus an amount, expressed in
dollars, equal to a twelve percent (12%) cumulative dividend on the sum of
$2,000,000 from the date that the Series BB Preferred Stock is issued until
the date on which the Liquidation occurs (collectively, the "Liquidation
Preference"), before assets of the Corporation shall be distributed among or
paid over to the holders of the Common Stock, par value $.01 per share, of
the Corporation (the "Common Stock") or other shares ranking junior to the
Series BB Preferred Stock ("Junior Securities") in the distribution of assets
or upon the Liquidation of the Corporation and, upon payment in full of the
Liquidation Preference, the Series BB Preferred Stock shall be deemed to be
satisfied in full for all purposes whatsoever.  Written notice of a
Liquidation, stating a payment date and the place where such payments shall
be made, shall be given to the holders of record of the Series BB Preferred
Stock, such notice to be addressed to each such holder at such holder's
address as shown on the records of the Corporation. The (i) liquidation,
dissolution, or winding up of the Corporation, whether voluntary or
involuntary, (ii) Corporation's consolidation or merger with any other entity
or group of entities in which the stockholders of the Corporation prior to
such transaction do not own at least a majority of the voting capital stock
of the surviving entity after the merger or consolidation, or (iii)
Corporation's sale or transfer of all or substantially all of the
Corporation's assets, shall be deemed a "Liquidation" within the meaning of
the provisions of this Section B.

The Series BB Preferred Stock shall rank in respect of the distribution of
assets or upon the Liquidation of the Corporation, subject to the last
sentence of this paragraph, on a parity with the Corporation's Series B
Non-Voting, Non-Convertible Preferred Stock, par value $0.01 per share


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(the "Series B Preferred Stock"), the Corporation's Series C Non-Voting,
Convertible Preferred Stock, par value $0.01 per share (the "Series C
Convertible Preferred Stock"), the Corporation's Series AA Convertible
Preferred Stock, par value $.01 per share (the "Series AA Preferred Stock"),
and any other Senior Securities (as defined below). If upon any Liquidation,
the net assets available for distribution to the holders of shares of the
Series B Preferred Stock, Series C Convertible Preferred Stock, Series AA
Preferred Stock, Series BB Preferred Stock, and subsequent series of
Preferred Stock issued with rights equivalent to the Series B Preferred
Stock, Series C Convertible Preferred Stock, Series AA Preferred Stock, and
Series BB Preferred Stock (collectively referred to herein as "Senior
Securities") shall be insufficient to pay the holders of all of the
outstanding shares of the Senior Securities the full amounts to which they
respectively shall be entitled, the holders of such shares, without regard to
classes or series, shall share in any distribution of assets in proportion to
the amounts respectively due to them on payment in full.  In the event of a
Liquidation resulting from the Corporation's consolidation or merger with any
other entity or group of entities in which the stockholders of the
Corporation prior to such transaction do not own at least a majority of the
voting capital stock of the surviving entity after the merger or
consolidation, or the sale or transfer of all or substantially all of the
Corporation's assets, the Series BB Preferred Stock shall rank in respect of
the distribution of assets prior to any other Senior Securities whose terms
do not specifically include within the definition of "Liquidation" such
consolidations, mergers, or asset sales.

C.   CONVERSION RIGHTS.

          (i)    AT THE OPTION OF THE HOLDERS OF RECORD.  All, and not less than
          all, of the Series BB Preferred Stock will be convertible at the
          option of the holders of record thereof at any time into 1,000,000
          shares of the Common Stock, reflecting a conversion ratio of one share
          of the Series BB Preferred Stock for 1,000,000 shares of the Common
          Stock (the  "Conversion Ratio").

          (ii)   AT THE OPTION OF THE CORPORATION. All, and not less than
          all, of the Series BB Preferred Stock will be convertible at the
          option of the Corporation into 1,000,000 shares of the Common Stock
          upon the occurrence of both of the Trigger Events (as hereinafter
          defined), reflecting the Conversion Ratio.  As used herein, the term
          "Trigger Events" means (a) the consummation of the initial public
          offering of the CHC Commercial Holdings, Inc. REIT (the "REIT") or the
          completion of another fund opportunity as contemplated by Section
          3.3(a) of the Stock Purchase Agreement, dated as of March 7, 1997,
          between and among the Corporation and Harbert Equity Fund I, L.L.C.,
          in which ContiWest Corporation ("Conti") and its affiliates have an
          interest that is economically similar to their interest in the REIT as
          agreed by the Corporation and Conti and its affiliates as of March 3,
          1998, and (b) the Corporation's average commercial loan origination
          volume for the then preceding three calendar months equals at least
          $16.7 million per month.

          (iii)  CONVERSION PROCEDURES.  Such holders shall exercise their
          conversion right by giving written notice of their exercise by
          overnight courier to the Corporation at its principal executive
          office, and the Corporation shall exercise its conversion right by
          giving written notice of its exercise by overnight courier to such
          holders at their


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          address set forth on the Corporation's books and records.  Any such
          exercise shall be effective on the date that the pertinent exercise
          notice is so sent.  Within fifteen business days after any such
          notice is sent, such holders shall deliver certificates representing
          the Series BB Preferred Stock, duly endorsed in blank for transfer
          with signatures guaranteed, to the Corporation at its principal
          executive office, whereupon the Corporation will instruct its transfer
          agent to issue such shares of Common Stock in the name of such holders
          and to deliver certificates representing such shares to the holders
          at their address set forth on the Corporation's books and records.
          No shares of Series BB Preferred Stock which have been converted into
          Common Stock after the original issuance thereof shall be outstanding
          or shall ever again be reissued, sold, or transferred.

D.   REDEMPTION RIGHTS.  The Corporation will have the right, but not the
obligation, to redeem the Series BB Preferred Stock, in compliance with
applicable law and all agreements and instruments by which it is bound, at
any time upon 30 days' (such 30 days being referred to herein as the
"Redemption Period") prior written notice to the holders of record of the
Series BB Preferred Stock (the date for which such redemption is so noticed
being referred to herein as the "Redemption Date") at their address on the
records of the Corporation, for a redemption price equal to the sum of (a)
$2,000,000, plus (b) an amount, expressed in dollars, equal to a twelve
percent (12%) cumulative dividend on the sum of $2,000,000 from the date that
the Series BB Preferred Stock is issued until the day that it is so redeemed
(the "Redemption Price").  Such holders will have the right, but not the
obligation, to convert all, but not less than all, of the Series BB Preferred
Stock during the Redemption Period pursuant to the preceding paragraph C(i).
On the applicable redemption date, the holders of the Series BB Preferred
Stock will deliver certificates representing the shares of Series BB
Preferred Stock to be redeemed to the Corporation, duly endorsed for transfer
in blank, along with such other documents and instruments as the Corporation
may reasonably request, and the Corporation will pay to such holders the
Redemption Price.  In the event that any Redemption Date is not a business
day, then the related redemption shall occur on the next following business
day.  The Redemption Price shall be payable in cash, by certified check, or
by wire transfer of immediately available funds to an account designated in
writing by such holders.  No shares of Series BB Preferred Stock which have
been so redeemed after the original issuance thereof shall be outstanding or
shall ever again be reissued, sold, or transferred.

E.   VOTING RIGHTS.  The Series BB Preferred Stock shall not have any voting
rights with respect to directors of the Corporation or any other matter
requiring stockholder approval except as set forth below and as otherwise
required by the laws of the State of Delaware.  For so long as all of the
Series BB Preferred Stock is outstanding, the holder thereof shall have the
right to designate one individual to serve as a Director of the Corporation;
PROVIDED, HOWEVER, that the foregoing right shall irrevocably terminate upon
the earlier of (a) the date that Conti does not own and hold of record at
least 1,000,000 shares of the Common Stock (such ownership and record
holdings being deemed to include, for this purpose, the right to acquire
shares of the Common Stock by conversion of the Series BB Preferred Stock or
by warrant) or (b) the date that the credit facility created under that
certain Program Agreement, dated as of July 1, 1997, between the Corporation
and ContiTrade Services LLC ("ContiTrade") is cancelled, terminated, not
renewed, or substantially reduced by ContiTrade; PROVIDED FURTHER, HOWEVER,
that to accomplish such designation, the Corporation may choose to expand its
Board of Directors and appoint individuals designated by such holder to fill


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resulting vacancies in lieu of the resignation of existing Directors of the
Corporation; and PROVIDED FURTHER, HOWEVER, that Conti shall not be entitled
to designate any individual (x) with respect to whom, if then a Director of
the Corporation, the Corporation would be required to make disclosures
pursuant to, among other things, Item 401(f) of Regulation S-K in any of its
periodic reports or proxy statements filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, or (y) who does not agree in writing to
serve as a Director of the Corporation.

F.   PREEMPTIVE RIGHTS.  The holders of Series BB Preferred Stock shall have
no preemptive rights.

G.   NOTICE OF RECORD DATE.  In the event of any taking by the Corporation of
a record of holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase, or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right, the Corporation shall mail to each holder of the
Series BB Preferred Stock, at least 10 days prior to the date specified
therein, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend or distribution.

H.   ADJUSTMENT OF NUMBER OF SHARES OF COMMON STOCK.

           (a) STOCK DIVIDENDS; STOCK SPLITS.  If the number of shares of Common
               Stock outstanding at any time after the date of issuance of the
               Series BB Preferred Stock is increased by a stock dividend
               payable in shares of Common Stock or by a subdivision or split-up
               of shares of Common Stock, then immediately after the record date
               fixed for the determination of holders of shares of Common Stock
               entitled to receive such stock dividend or the effective date of
               such subdivision or split-up, as the case may be, the Conversion
               Ratio shall be appropriately reduced so that the holder of any
               shares of Series BB Preferred Stock thereafter converted shall be
               entitled to receive the number of shares of Common Stock which
               such holder would have  owned immediately following such action
               had such shares of Series BB Preferred Stock been converted
               immediately prior thereto.

           (b) COMBINATION OF SHARES.  If the number of shares of Common Stock
               outstanding at any time after the date of issuance of the Series
               BB Preferred Stock is decreased by a combination of the
               outstanding shares of Common Stock, then immediately after the
               effective date of such combination, the Conversion Ratio shall be
               appropriately increased so that the holder of any shares of the
               Series BB Preferred Stock thereafter converted shall be entitled
               to receive the number of shares of Common Stock which such holder
               would have owned immediately following such action had such
               shares of Series BB Preferred Stock been converted immediately
               prior thereto.

           (c) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, AND MERGER.  In
               case of any reorganization of the Company (or any other
               corporation the stock or other securities of which are at the
               time receivable on the conversion of the Series BB Preferred
               Stock) after the date that the Series BB Preferred Stock is
               issued, or in case, after such date, the


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               Company (or any such other corporation) shall consolidate with
               or merge into another corporation or convey all or substantially
               all of its assets to another corporation or reclassify any of
               its equity securities, then and in each such case holders of
               the Series BB Preferred Stock, upon the conversion of the
               Series BB Preferred Stock as provided herein at any time after
               the consummation of such reorganization, reclassification,
               consolidation, merger, or conveyance, shall be entitled to
               receive, upon the conversion of the Series BB Preferred Stock,
               such stock, other securities, or other property that such holders
               would have received if such Holders had converted the Series BB
               Preferred Stock immediately prior to such reorganization,
               reclassification, consolidation, merger, or conveyance.

           (d) ISSUANCE OF SHARES OF COMMON STOCK.  From the date that the
               Series BB Preferred Stock is issued to and through the date
               that the Series BB Preferred Stock is converted in its
               entirety into Common Stock (the "Dilution Protection Period"),
               if at any time the Corporation issues or sells (a "Dilution
               Event") any shares of Common Stock or any other class of
               voting common stock for per share consideration less than the
               average per share consideration deemed to be paid by Conti for
               Common Stock by virtue of its purchase of the Series BB
               Preferred Stock (assuming solely for such purpose that by its
               purchase of the Series BB Preferred Stock, Conti had purchased
               1,000,000 shares of the Common Stock  for a purchase price per
               share of $2.00, in each case as adjusted to reflect any of the
               events described in the preceding paragraphs (a), (b), and (c)
               above) (the lowest such per share consideration so paid to the
               Corporation during the Dilution Protection Period being
               referred to herein as the "Dilution Share Price"), in each
               case other than with respect to an employee stock option plan
               for employees of the Corporation and its subsidiaries or
               pursuant to obligations, contracts, or other arrangements
               existing on March 3, 1998, then the number of shares of Common
               Stock that holders of the Series BB Preferred Stock will
               receive upon conversion of the Series BB Preferred Stock shall
               be equal to the quotient of (a) $2,000,000, divided by (b) the
               Dilution Share Price, with the Conversion Ratio being
               appropriately adjusted to reflect the foregoing, and subject
               to readjustment of each of the foregoing quantities and
               amounts in order to give effect to the events described in the
               immediately preceding paragraphs (a), (b), and (c) .

I.   RESERVATION OF SHARES.  The Corporation shall at all times reserve and
keep available, free from preemptive rights, out of its treasury shares or
its authorized but unissued shares of Common Stock, for the purpose of
effecting the conversion of the Series BB Preferred Stock, the full number of
shares of Common Stock then deliverable upon the conversion of all of the
Series BB Preferred Stock then outstanding.

J.   ISSUE TAX.  The issuance of certificates representing shares of Common
Stock upon conversion of Series BB Preferred Stock shall be made without
charge to the holders thereof for any issuance, stock transfer, or
documentary stamp tax in respect thereof; PROVIDED, HOWEVER, that the
Corporation shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in the name other than that of the record holder of the Series BB
Preferred Stock that is being converted.


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     IN WITNESS WHEREOF, this Certificate of Designation has been executed as
of February ____, 1998.


                                       /s/ Richard A. Brock
                                       ---------------------------------------
                                       Name: Richard A. Brock
                                       Title:  Chief Financial Officer




     /s/ Stephen W. Brown
     -------------------------------
     Name:  Stephen W. Brown
     Title: Secretary



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