EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       TO
              THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  CALTON, INC.

To    The Secretary of State
      State of New Jersey

      Pursuant to the provisions of Section 14A:9-2(2) and Section 14A:7-2(4) of
the New Jersey Business Corporation Act, the undersigned Corporation executes
this Certificate of Amendment to its Amended and Restated Certificate of
Incorporation:

      The name of the Corporation is "Calton, Inc." (the "Corporation").

      The following amendment to the Amended and Restated Certificate of
Incorporation (the "Amendment") was approved by the Board of Directors of the
Corporation at a meeting held on the 1st day of February, 1999 pursuant to the
resolution set forth in the Certificate of Designations of the Class A Preferred
Stock, Series One of Calton, Inc. that is annexed to this Certificate of
Amendment as Exhibit A:

      Article IV, Section C of the Amended and Restated Certificate of
Incorporation is hereby amended to include the provisions set forth in the
Certificate of Designations of the Class A Preferred Stock, Series One of
Calton, Inc. that is annexed to this Certificate of Amendment as Exhibit A.

      The Amendment described above was adopted by the Corporation's Board of
Directors pursuant to Section 14A:7-2(2) of the New Jersey Business Corporation
Act.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of the 2nd day of February, 1999.

                                  CALTON, INC.


                                  By:
                                      ---------------------------------------
                                      Anthony J. Caldarone, President
<PAGE>

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                       CLASS A PREFERRED STOCK, SERIES ONE
                                       OF
                                  CALTON, INC.

I, Anthony J. Caldarone, Chairman of the Board and Chief Executive Officer of
Calton, Inc. (the "Corporation"), a corporation organized and existing under the
New Jersey Business Corporation Act (the "NJBCA"), in accordance with the
provisions of the NJBCA, DO HEREBY CERTIFY that: pursuant to the authority
conferred upon the Board of Directors by the Amended and Restated Certificate of
Incorporation of the Corporation, as amended, and pursuant to the NJBCA the
Board of Directors on February 1, 1999 adopted the following resolution which
creates a series of 1,000,000 shares of Preferred Stock designated as Class A
Preferred Stock, Series One.

            RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of its Amended
and Restated Certificate of Incorporation, a series of Preferred Stock of the
Corporation be, and hereby is, created and that the designation and amount
thereof and the voting powers, preferences and relative, participating, optional
or other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

            Section 1. Designation and Amount. The shares of such series shall
be designated as "Class A Preferred Stock, Series One" (the "Series One
Preferred Stock") and the number of shares constituting such series shall be
1,000,000.

            Section 2. Dividends and Distributions.

            (A) Subject to the provisions for adjustment hereinafter set forth,
the holders of shares of Series One Preferred Stock shall be entitled to
receive, when, as and if declared by 
<PAGE>

the Board of Directors out of funds legally available for the purpose, (i) cash
dividends in an amount per share (rounded to the nearest cent) equal to 100
times the aggregate per share amount of all cash dividends declared or paid on
the Common Stock, $0.01 par value per share, of the Corporation (the "Common
Stock") and (ii) a preferential cash dividend (the "Preferential Dividends"), if
any, on the first day of February, May, August and November of each year (each a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series One Preferred Stock, in an amount (except in the case of the first
Quarterly Dividend Payment Date if the date of the first issuance of Series One
Preferred Stock is a date other than a Quarterly Dividend Payment Date, in which
case such payment shall be a prorated amount of such amount) equal to $50.00 per
share of Series One Preferred Stock less the per share amount of all cash
dividends declared on the Series One Preferred Stock pursuant to clause (i) of
this sentence since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series One Preferred Stock. In
the event the Corporation shall, at any time after the issuance of any share or
fraction of a share of Series One Preferred Stock, make any distribution on the
shares of Common Stock of the Corporation, whether by way of a dividend or a
reclassification of stock, a recapitalization, reorganization or partial
liquidation of the Corporation or otherwise, which is payable in cash or any
debt security, debt instrument, real or personal property or any other property
(other than cash dividends subject to the immediately preceding sentence, a
distribution of shares of Common Stock or other capital stock of the Corporation
or a distribution of rights or warrants to acquire any such share, including any
debt security convertible into or exchangeable for any such share, at a price
less 


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<PAGE>

than the Fair Market Value (as hereinafter defined) of such share), then, and in
each such event the Corporation shall simultaneously pay on each then
outstanding share of Series One Preferred Stock of the Corporation a
distribution, in like kind, of 100 times such distribution paid on a share of
Common Stock (subject to the provisions for adjustment hereinafter set forth).
The dividends and distributions on the Series One Preferred Stock to which
holders thereof are entitled pursuant to clause (i) of the first sentence of
this paragraph and pursuant to the second sentence of this paragraph are
hereinafter referred to as "Participating Dividends" and the multiple of such
cash and non-cash dividends on the Common Stock applicable to the determination
of the Participating Dividends, which shall be 100 initially but shall be
adjusted from time to time as hereinafter provided, is hereinafter referred to
as the "Dividend Multiple." In the event the Corporation shall at any time after
February 1, 1999 (the "Effective Date") declare or pay any dividend or make any
distribution on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, or issue any of its capital stock in a reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing or surviving
corporation), then in each such case the Dividend Multiple thereafter applicable
to the determination of the amount of Participating Dividends which holders of
shares of Series One Preferred Stock shall be entitled to receive shall be the
Dividend Multiple applicable immediately prior to such event multiplied by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.


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<PAGE>

            (B) The Corporation shall declare each Participating Dividend at the
same time it declares any cash or non-cash dividend or distribution on the
Common Stock in respect of which a Participating Dividend is required to be
paid. No cash or non-cash dividend or distribution on the Common Stock in
respect of which a Participating Dividend is required to be paid shall be paid
or set aside for payment on the Common Stock unless a Participating Dividend in
respect of such dividend or distribution on the Common Stock shall be
simultaneously paid, or set aside for payment, on the Series One Preferred
Stock.

            (C) Preferential Dividends shall begin to accrue on outstanding
shares of Series One Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issuance of any shares of Series One Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series One Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

            Section 3. Voting Rights. The holders of shares of Series One
Preferred Stock shall have the following voting rights:

            (A) Subject to the provisions for adjustment hereinafter set forth,
each share of Series One Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
The number of votes which a holder of Series One Preferred Stock is entitled to
cast, as the same may be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the "Vote Multiple." In the event the Corporation
shall at any time after the Effective Date declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or split or a


                                      -4-
<PAGE>

combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, or issue any of
its capital stock in a reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Corporation is the continuing or surviving corporation), then in each such case
the Vote Multiple thereafter applicable to the determination of the number of
votes per share to which holders of shares of Series One Preferred Stock shall
be entitled after such event shall be the Vote Multiple immediately prior to
such event multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

            (B) Except as otherwise provided herein, in the Amended and Restated
Certificate of Incorporation or By-Laws, the holders of shares of Series One
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation.

            (C) In the event that the Preferential Dividends accrued on the
Series One Preferred Stock for four or more quarterly dividend periods, whether
consecutive or not, shall not have been declared and paid or set apart for
payment, the holders of record of Preferred Stock of the Corporation of all
series (including the Series One Preferred Stock), other than any series in
respect of which such right is expressly withheld by the Amended and Restated
Certificate of Incorporation or the authorizing resolutions included in the
Certificate of Designations therefor, shall have the right, at the next meeting
of stockholders called for the election of directors, to elect two members to
the Board of Directors, which directors shall be in addition to the number
required by the By-Laws prior to such event, to serve until the next 


                                      -5-
<PAGE>

Annual Meeting and until their successors are elected and qualified or their
earlier resignation, removal or incapacity or until such earlier time as all
accrued and unpaid Preferential Dividends upon the outstanding shares of Series
One Preferred Stock shall have been paid (or irrevocably set aside for payment)
in full. The holders of shares of Series One Preferred Stock shall continue to
have the right to elect directors as provided by the immediately preceding
sentence until all accrued and unpaid Preferential Dividends upon the
outstanding shares of Series One Preferred Stock shall have been paid (or set
aside for payment) in full. Such directors may be removed and replaced by such
stockholders, and vacancies in such directorships may be filled only by such
stockholders (or by the remaining director elected by such stockholders, if
there be one) in the manner permitted by law; provided, however, that any such
action by stockholders shall be taken at a meeting of stockholders and shall not
be taken by written consent thereto.

            (D) Except as otherwise required by the Certificate of incorporation
or By-Laws or set forth herein, holders of Series One Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for the taking of any corporate action.

            Section 4. Certain Restrictions.

            (A) Whenever Preferential Dividends or Participating Dividends are
in arrears or the Corporation shall be in default of payment thereof, thereafter
and until all accrued and unpaid Preferential Dividends and Participating
Dividends, whether or not declared, on shares of Series One Preferred Stock
outstanding shall have been paid or set aside for payment in full, and in
addition to any and all other rights which any holder of shares of Series One
Preferred Stock may have in such circumstances, the Corporation shall not


                                      -6-
<PAGE>

            (i) declare or pay dividends on, make any other distributions on, or
      redeem or purchase or otherwise acquire for consideration, any shares of
      stock ranking junior (either as to dividends or upon liquidation,
      dissolution or winding up) to the Series One Preferred Stock;

            (ii) declare or pay dividends on or make any other distributions on
      any shares of stock ranking on a parity as to dividends with the Series
      One Preferred Stock, unless dividends are paid ratably on the Series One
      Preferred Stock and all such parity stock on which dividends are payable
      or in arrears in proportion to the total amounts to which the holders of
      all such shares are then entitled if the full dividends accrued thereon
      were to be paid;

            (iii) except as permitted by subparagraph (iv) of this paragraph
      4(A), redeem or purchase or otherwise acquire for consideration shares of
      any stock ranking on a parity (either as to dividends or upon liquidation,
      dissolution or winding up) with the Series One Preferred Stock, provided
      that the Corporation may at any time redeem, purchase or otherwise acquire
      shares of any such parity stock in exchange for shares of any stock of the
      Corporation ranking junior (both as to dividends and upon liquidation,
      dissolution or winding up) to the Series One Preferred Stock; or

            (iv) purchase or otherwise acquire for consideration any shares of
      Series One Preferred Stock, or any shares of stock ranking on a parity
      with the Series One Preferred Stock (either as to dividends or upon
      liquidation, dissolution or winding up), except in accordance with a
      purchase offer made to all holders of such shares upon such terms as the
      Board of Directors, after consideration of the respective annual dividend
      rates and other relative rights and preferences of the respective series
      and classes, shall 


                                      -7-
<PAGE>

      determine in good faith will result in fair and equitable treatment among
      the respective series or classes.

            (B) The Corporation shall not permit any Subsidiary (as hereinafter
defined) of the Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner. A "Subsidiary" of the Corporation shall mean any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient to elect a majority of the Board of
Directors or other persons performing similar functions are Beneficially Owned,
directly or indirectly, by the Corporation or by any corporation or other entity
that is otherwise controlled by the Corporation.

            (C) The Corporation shall not issue any shares of Series One
Preferred Stock except upon exercise of Rights issued pursuant to that certain
Rights Agreement dated as of February 1, 1999 between the Corporation and First
City Transfer Company, a copy of which is on file with the Secretary of the
Corporation at its principal executive office and shall be made available to
stockholders of record without charge upon written request therefor addressed to
said Secretary. Notwithstanding the foregoing sentence, nothing contained in the
provisions hereof shall prohibit or restrict the Corporation from issuing for
any purpose any series of Preferred Stock with rights and privileges similar to,
different from, or greater than, those of the Series One Preferred Stock.

            Section 5. Reacquired Shares. Any shares of Series One Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares upon their retirement and 


                                      -8-
<PAGE>

cancellation shall become authorized but unissued shares of Preferred Stock,
without designation as to series, and such shares may be reissued as part of a
new series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors.

            Section 6. Liquidation, Dissolution or Winding Up. Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series One Preferred Stock unless the holders of shares of
Series One Preferred Stock shall have received, subject to adjustment as
hereinafter provided, (A) $100 ($1.00 per one one-hundredth of a share) plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (B) if greater than the amount
specified in clause (i)(A) of this sentence, an amount equal to 100 times the
aggregate amount to be distributed per share to holders of Common Stock, as the
same may be adjusted as hereinafter provided, and (ii) to the holders of stock
ranking on a parity upon liquidation, dissolution or winding up with the Series
One Preferred Stock, unless simultaneously therewith distributions are made
ratably on the Series One Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of shares of
Series One Preferred Stock are entitled under clause (i)(A) of this sentence and
to which the holders of such parity shares are entitled, in each case upon such
liquidation, dissolution or winding up. The amount to which holders of Series
One Preferred Stock may be entitled upon liquidation, dissolution or winding up
of the Corporation pursuant to clause (i)(B) of the foregoing sentence is
hereinafter referred to as the "Participating Liquidation Amount" and the
multiple of the amount to be distributed to holders of shares of Common Stock
upon the liquidation, dissolution or winding up of the Corporation applicable


                                      -9-
<PAGE>

pursuant to said clause to the determination of the Participating Liquidation
Amount, as said multiple may be adjusted from time to time as hereinafter
provided, is hereinafter referred to as the "Liquidation Multiple." In this
event the Corporation shall at any time after the Effective Date declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, or issue any of its capital stock in a reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing or surviving
corporation, then in each such case the Liquidation Multiple thereafter
applicable to the determination of the Participating Liquidation Amount to which
holders of Series One Preferred Stock shall be entitled after such event shall
be the Liquidation Multiple applicable immediately prior to such event
multiplied by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

            Section 7. Certain Reclassifications and Other Events.

            (A) In the event that holders of shares of Common Stock of the
Corporation receive after the Effective Date, in respect of their shares of
Common Stock any share of capital stock of the Corporation (other than any share
of Common Stock of the Corporation), whether by way of reclassification,
recapitalization, reorganization, dividend or other distribution or otherwise (a
"Transaction"), then, and in each such event the dividend rights, voting rights
and rights upon the liquidation, dissolution or winding up of the Corporation of
the shares of Series One Preferred Stock shall be adjusted so that after such
event the holders 


                                      -10-
<PAGE>

of Series One Preferred Stock shall be entitled, in respect of each share of
Series One Preferred Stock held, in addition to such rights in respect thereof
to which such holder was entitled immediately prior to such adjustment, to (i)
such additional dividends as equal the Dividend Multiple in effect immediately
prior to such Transaction multiplied by the additional dividends which the
holder of a share of Common Stock shall be entitled to receive by virtue of the
receipt in the Transaction of such capital stock, (ii) such additional voting
rights as equal the Vote Multiple in effect immediately prior to such
Transaction multiplied by the additional voting rights which the holder of a
share of Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock and (iii) such additional distributions
upon liquidation, dissolution or winding up of the Corporation as equal the
Liquidation Multiple in effect immediately prior to such Transaction multiplied
by the additional amount which the holder of a share of Common Stock shall be
entitled to receive upon liquidation, dissolution or winding up of the
Corporation by virtue of the receipt in the Transaction of such capital stock,
as the case may be, all as provided by the terms of such capital stock.

            (B) In the event that holders of shares of Common Stock of the
Corporation receive after the Effective Date, in respect of their shares of
Common Stock any right or warrant to purchase Common Stock (including as such a
right, for all purposes of this paragraph, any security convertible into or
exchangeable for Common Stock) at a purchase price per share less than the Fair
Market Value (as hereinafter defined) of a share of Common Stock on the date of
issuance of such right or warrant, then and in each such event the dividend
rights, voting rights and rights upon the liquidation, dissolution or winding up
of the Corporation of the shares of Series One Preferred Stock shall each be
adjusted so that after 


                                      -11-
<PAGE>

such event the Dividend Multiple, the Vote Multiple and the Liquidation Multiple
shall each be the product of the Dividend Multiple, the Vote Multiple and the
Liquidation Multiple, as the case may be, in effect immediately prior to such
event multiplied by a fraction the numerator of which shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights or
warrants plus the maximum number of shares of Common Stock which could be
acquired upon exercise in full of all such rights or warrants and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately before such issuance of rights or warrants plus the number of shares
of Common Stock which could be purchased, at the Fair Market Value of the Common
Stock at the time of such issuance, by the maximum aggregate consideration
payable upon exercise in full of all such rights or warrants.

            (C) In the event that holders of shares of Common Stock of the
Corporation receive after the Effective Date in respect of their shares of
Common Stock any right or warrant to purchase capital stock of the Corporation
(other than shares of Common Stock), including as such a right, for all purposes
of this paragraph, any security convertible into or exchangeable for capital
stock of the Corporation, (other than Common Stock), at a purchase price per
share less than the Fair Market Value of such shares of capital stock on the
date of issuance of such right or warrant, then and in each such event the
dividend rights, voting rights and rights upon liquidation, dissolution or
winding up of the Corporation of the shares of Series One Preferred Stock shall
each be adjusted so that after such event each holder of a share of Series One
Preferred Stock shall be entitled, in respect of each share of Series One
Preferred Stock held, in addition to such rights in respect thereof to which
such holder was entitled immediately prior to such event, to receive (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such event multiplied, first, by the additional 


                                      -12-
<PAGE>

dividends to which the holder of a share of Common Stock shall be entitled upon
exercise of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction (as
hereinafter defined) and (ii) such additional voting rights as equal the Vote
Multiple in effect immediately prior to such event multiplied, first, by the
additional voting rights to which the holder of a share of Common Stock shall be
entitled upon exercise of such right or warrant by virtue of the capital stock
which could be acquired upon such exercise and multiplied again by the Discount
Fraction and (iii) such additional distribution upon liquidation, dissolution or
winding up of the Corporation as equal the Liquidation Multiple in effect
immediately prior to such event multiplied, first, by the additional amount
which the holder of a share of Common Stock shall be entitled to receive upon
liquidation, dissolution or winding up of the Corporation upon exercise of such
right or warrant by virtue of the capital stock which could be acquired upon
such exercise and multiplied again by the Discount Fraction. For purposes of
this paragraph, the "Discount Fraction" shall be a fraction the numerator of
which shall be the difference between the Fair Market Value of a share of the
capital stock subject to a right or warrant distributed to holders of shares of
Common Stock of the Corporation as contemplated by this paragraph immediately
after the distribution thereof and the purchase price per share for such share
of capital stock pursuant to such right or warrant and the denominator of which
shall be the Fair Market Value of a share of such capital stock immediately
after the distribution of such right or warrant.

            (D) For purposes of this Certificate of Designations, the "Fair
Market Value" of a share of capital stock of the Corporation (including a share
of Common Stock) on any date shall be deemed to be the average of the daily
closing price per share thereof over the 30 consecutive Trading Days (as such
term is hereinafter defined) immediately prior to such 


                                      -13-
<PAGE>

date; provided, however, that, in the event that such Fair Market Value of any
such share of capital stock is determined during a period which includes any
date that is within 30 Trading Days after (i) the ex-dividend date for a
dividend or distribution on stock payable in shares of such stock or securities
convertible into shares of such stock, or (ii) the effective date of any
subdivision, split, combination, consolidation, reverse stock split or
reclassification of such stock, then, and in each such case, the Fair Market
Value shall be appropriately adjusted by the Board of Directors of the
Corporation to take into account ex-dividend or post-effective date trading. The
closing price for any day shall be the last sale price, regular way, or, in
case, no such sale takes place on such day, the average of the closing bid and
asked prices, regular way (in either case, as reported in the applicable
transaction reporting system with respect to securities listed or admitted to
trading on the American Stock Exchange), or, if the shares are not listed or
admitted to trading on the American Stock Exchange, as reported in the
applicable transaction reporting system with respect to securities listed on the
principal national securities exchange on which the shares are listed or
admitted to trading or, if the shares are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use, or if on any such
date the shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the shares selected by the Board of Directors of the Corporation.
The term "Trading Day" shall mean a day in which the principal national
securities exchange on which the shares are listed or admitted to trading is
open for the transaction of business or, if the shares are not listed or
admitted to trading on any 


                                      -14-
<PAGE>

national securities exchange, on which the American Stock Exchange or such other
national securities exchange as may be selected by the Board of Directors of the
Corporation is open. If the shares are not publicly held or not so listed or
traded on any day within the period of 30 Trading Days applicable to the
determination of Fair Market Value thereof as aforesaid, "Fair Market Value"
shall mean the fair market value thereof per share as determined in good faith
by the Board of Directors of the Corporation. In either case referred to in the
foregoing sentence, the determination of Fair Market Value shall be described in
a statement filed with the Secretary of the Corporation.

            Section 8. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each
outstanding share of Series One Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Vote Multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event.

            Section 9. Effective Time of Adjustments.

            (A) Adjustments to the Series One Preferred Stock required by the
provisions hereof shall be effective as of the time at which the event requiring
such adjustments occurs.

            (B) The Corporation shall give prompt written notice to each holder
of a share of Series One Preferred Stock of the effect of any adjustment to the
voting rights, dividend rights or rights upon liquidation, dissolution or
winding up of the Corporation of such 


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<PAGE>

shares required by the provisions hereof. Notwithstanding the foregoing
sentence, the failure of the Corporation to give such notice shall not affect
the validity of or the force or effect of or the requirement for such
adjustment.

            Section 10. No Redemption. The shares of Series One Preferred Stock
shall not be redeemable at the option of the Corporation or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Corporation may
acquire shares of Series One Preferred Stock in any other manner permitted by
law, the provisions hereof and the Certificate of Incorporation of the
Corporation.

            Section 11. Ranking. Unless otherwise provided in the Amended and
Restated Certificate of Incorporation of the Corporation or a Certificate of
Designations relating to a series of preferred stock of the Corporation
established after the issuance of any share of Series One Preferred Stock or any
right, warrant, or option providing for the issuance thereof, the Series One
Preferred Stock shall rank, as to the payment of dividends and the distribution
of assets on liquidation, dissolution or winding up, (i) junior to all other
series of the Corporation's Preferred Stock and (iv) senior to the Common Stock.

            Section 12. Amendment. The provisions hereof and the Certificate of
Incorporation of the Corporation shall not be amended in any manner which would
adversely affect the rights, privileges or powers of the Series One Preferred
Stock without, in addition to any other vote of stockholders required by law,
the affirmative vote of the holders of two-thirds or more of the outstanding
shares of Series One Preferred Stock, voting together as a single class.

            Section 13. Fractional Shares. Series One Preferred Stock may be
issued in fractions of a share (in one one-hundredths (1/100th) of a share and
integral multiples thereof) 


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<PAGE>

that shall entitle the holder thereof, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of shares of
Series One Preferred Stock.


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<PAGE>

            IN WITNESS WHEREOF, I have executed and subscribed this Certificate
to Designations and do affirm the foregoing as true under the penalties of
perjury this 2nd day of February, 1999.


                                              ----------------------------------
                                              Name:  Anthony Caldarone
                                              Title: Chairman of the Board
                                                     and Chief Executive Officer


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