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                                                                     Exhibit 3.4


                                    EXHIBIT A

                                  ARTICLE [IX]

                    SERIES A 10% CONVERTIBLE PREFERRED STOCK,

                                  NO PAR VALUE

                  SECTION 1.        DESIGNATION AND AMOUNT; RANK

                  There is hereby established a series of preferred stock which
is designated "Series A 10% Convertible Preferred Stock" (referred to herein as
"Series A Preferred Stock"). The number of shares which will constitute such
series shall be Five Hundred (500). The Series A Preferred Stock shall rank
senior to the corporation's Common Stock with respect to the payment of
dividends and to the distribution of assets upon liquidation, dissolution or
winding up.

                  SECTION 2.        DIVIDENDS.

                           (A) For purposes of this Section 2, each April 1 on
                  which any shares of Series A Preferred Stock shall be
                  outstanding shall be deemed to be a "Dividend Payment Date"."
                  On each Dividend Payment Date, the holder of any share of
                  Series A Preferred Stock shall be entitled to receive, when
                  and as declared by the Board of Directors of the corporation
                  out of funds legally available therefor, cumulative dividends
                  at the rate of 10% per year on each share of Series A
                  Preferred Stock and no more. Dividends payable on the Series A
                  Preferred Stock for the initial dividend period and for any
                  period less than a full annual period shall be computed on a
                  basis of a 360-day year of twelve 30 day months.

                           (B) All dividends shall be payable in shares of the
                  Company's Common Stock, valued at $1.00 per share, subject to
                  Section _4__ below.

                           (C) On each Dividend Payment Date all dividends which
                  shall have accrued on each share of Series A Preferred Stock
                  outstanding on such Dividend Payment Date shall accumulate and
                  be deemed to become "due". Any dividend which shall not be
                  paid on the Dividend Payment Date on which it shall become due
                  shall be deemed to be "past due" until such dividend shall be
                  paid or until the share of Series A Preferred Stock with
                  respect of which such dividend became due shall no longer be
                  outstanding, whichever is the earlier to occur. No interest or
                  sum of money in lieu of interest shall be payable in respect
                  of any dividend payment or payments which are past due.
                  Dividends paid on shares of Series A Preferred Stock in an
                  amount less than the total amount of such dividends at the
                  time accumulated and payable on such shares shall be allocated
                  pro rata on a share-by-share basis among all such shares at
                  the time outstanding.

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                           (D) So long as any shares of the Series A Preferred
                  Stock are outstanding, no dividend (other than a dividend or
                  distribution in Common Stock or in any other stock ranking
                  junior to the Series A Preferred Stock as to dividends and
                  upon liquidation, dissolution or winding up) shall be declared
                  or paid or set aside for payment or other distribution
                  declared or made upon the Common Stock or upon any other stock
                  ranking junior to, or on a parity with, the Series A Preferred
                  Stock as to dividends or upon liquidation, dissolution or
                  winding up, nor shall any Common Stock or any other stock of
                  the corporation ranking junior to, or on a parity with, the
                  Series A Preferred Stock as to dividends or upon liquidation,
                  dissolution or winding up, be redeemed, purchased or otherwise
                  acquired for any consideration (or any moneys be paid to or
                  made available for a sinking fund for the redemption of any
                  shares of any such stock) by the corporation (except for
                  conversion of such junior or parity stock into, or exchange of
                  such junior or parity stock for, stock of the corporation
                  ranking junior to the Series A Preferred Stock as to dividends
                  and upon liquidation, dissolution, or winding up) unless, in
                  each case, the full cumulative dividends on all outstanding
                  shares of the Series A Preferred Stock shall have been paid or
                  declared and set aside for payment for all past dividend
                  payment periods.

                  SECTION 3.        GENERAL, CLASS AND SERIES VOTING RIGHTS.

                  Except as provided in this Section 3 and in Section 4 hereof
or as otherwise from time to time required by applicable law, the Series A
Preferred Stock shall have no voting rights.

                  So long as any shares of Series A Preferred Stock remain
outstanding, the consent of the holders of at least a majority of the shares of
Series A Preferred Stock outstanding at the time (voting separately as a class
together with all other series of Preferred Stock ranking on a parity with the
Series A Preferred Stock either as to dividends or the distribution of assets
upon liquidation, dissolution or winding up and upon which like voting rights
have been conferred and are exercisable) given in person or by proxy, either in
writing or at any special or annual meeting called for the purpose, shall be
necessary to permit, effect or validate any one or more of the following:

                  (i) The creation, authorization or issuance of, or
         reclassification of any authorized stock of the corporation into, or
         creation, authorization or issuance of any obligation or security
         convertible into or evidencing a right to purchase any shares of, or
         increase in the authorized or issued amount of, any class or series of
         stock (including any class or series of Preferred Stock) ranking prior
         (as that term is hereinafter defined in this Section 3) to the Series A
         Preferred Stock with respect to the payment of dividends or the
         distribution of assets upon liquidation, dissolution or winding up; or

                  (ii) The amendment, alteration or repeal, whether by merger,
         consolidation or otherwise, of any of the provisions of the Certificate
         of Incorporation (or any certificate amendatory thereof or supplemental
         thereto providing for the capital stock of the corporation including,
         without limitation, this Certificate) which would directly,

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         materially and adversely affect the preferences, rights, powers or
         privileges of holders of shares of the Series A Preferred Stock or of
         such other series of Preferred Stock of the corporation; provided,
         however, that in the event that any such amendment, alteration or
         repeal would materially and adversely affect the rights of only holders
         of shares of Series A Preferred Stock, then such amendment, alteration
         or repeal may be effected only with the affirmative vote or consent of
         the holders of a majority of the shares of Series A Preferred Stock
         then outstanding. Any increase in the amount of authorized Preferred
         Stock or the creation and issuance of other series of Preferred Stock
         ranking on a parity with or junior to the Series A Preferred Stock with
         respect to dividends and upon liquidation, dissolution or winding up
         shall not be deemed to affect adversely the rights of the holders of
         shares of Series A Preferred Stock.

                  The foregoing voting provisions shall not apply if, at or
prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series A Preferred
Stock shall have been redeemed or sufficient funds shall have been deposited in
trust to effect such redemption.

                  Any class or classes of stock of the corporation shall be
deemed to rank:

                  (i) prior to the Series A Preferred Stock as to dividends or
         as to distribution of assets upon liquidation, dissolution or winding
         up if the holders of such class shall be entitled to the receipt of
         dividends or of amounts distributable upon liquidation, dissolution or
         winding up, as the case may be, in preference or priority to the
         holders of Series A Preferred Stock; and

                  (ii) on a parity with the Series A Preferred Stock as to
         dividends or as to distribution of assets upon liquidation, dissolution
         or winding up, whether or not the dividend rates, dividend payment
         dates, or redemption or liquidation prices per share thereof be
         different from those of the Series A Preferred Stock, if the holders of
         such class of stock and the Series A Preferred Stock shall be entitled
         to the receipt of dividends or of amounts distributable upon
         liquidation, dissolution or winding up, as the case may be, in
         proportion to their respective dividend rates or liquidation prices,
         without preference or priority one over the other.

                  SECTION 4.        OPTIONAL REDEMPTION.

                  (A) At any time and from time to time, the shares of Series A
         Preferred Stock are redeemable, in whole or in part, at the option of
         the corporation at the redemption price of $1,000 per share of Series A
         Preferred Stock, plus accrued and unpaid dividends thereon to the date
         fixed for redemption:

                  (B) In the event the corporation shall elect to redeem the
         shares of Series A Preferred Stock, the corporation shall give notice
         to the holders of record of shares of the Series A Preferred Stock
         being so redeemed, not less than 30 days prior to such redemption, by
         first class mail, postage prepaid, at their addresses as shown on the
         stock

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         registry books of the corporation, that said shares are being redeemed,
         provided that without limiting the obligation of the corporation
         hereunder to give the notice provided in this Section 4(B), the failure
         of the corporation to give such notice shall not invalidate any
         corporate action by the corporation. Each such notice shall state: (i)
         the redemption date; (ii) the number of shares of Series A Preferred
         Stock to be redeemed and, if fewer than all the shares held by such
         holder are to be redeemed, the number of such shares to be redeemed
         from such holder; (iii) the redemption price; (iv) the place or places
         where certificates for such shares are to be surrendered for payment of
         the redemption price; (v) that dividends on the shares to be redeemed
         will cease to accrue on such redemption date; and (vi) that such holder
         has the right to convert such shares into a number of shares of Common
         Stock prior to the close of business on the tenth (10th) day preceding
         such redemption date.

                  (C) In the event that fewer than all the outstanding shares of
         Series A Preferred Stock are to be redeemed, the number of shares to be
         redeemed shall be determined by the Board of Directors of the
         corporation and the shares to be redeemed shall be determined pro rata
         or by lot as may be determined by the Board of Directors of the
         corporation or by any other method as may be determined by the Board of
         Directors of' the corporation in its sole discretion to be equitable
         provided that such method satisfies any applicable requirements of any
         securities exchange on which the Series A Preferred Stock is listed.

                  (D) Notice having been mailed as aforesaid, from and after the
         applicable redemption date (unless default shall be made by the
         corporation in providing money for the payment of the redemption
         price), dividends on the shares of Series A Preferred Stock to be
         redeemed on such redemption date shall cease to accrue, and said shares
         shall no longer be deemed to be outstanding, and all rights of the
         holders thereof as stockholders of the corporation (except the right to
         receive from the corporation the redemption price) shall cease;
         provided that, notwithstanding the foregoing, if notice of redemption
         has been given pursuant to this Section 4 and any holder of shares of
         Series A Preferred Stock shall, prior to the close of business on the
         tenth (10th) day preceding the redemption date, surrender for
         conversion any or all of the shares to be redeemed held by such holder
         in accordance with Section 5, then the conversion of such shares to be
         redeemed shall become effective as provided in Section 5. Upon
         surrender of the certificates for any shares so redeemed (properly
         endorsed or assigned for transfer, if the Board of Directors of the
         corporation shall so require and the notice shall so state), such
         shares shall be redeemed by the corporation at the redemption price
         aforesaid. In case fewer than all the shares represented by any such
         certificate are redeemed, a new certificate shall be issued
         representing the unredeemed shares without cost to the holder thereof.

                  (E) Any shares of Series A Preferred Stock which shall at any
         time have been redeemed shall, after such redemption, have the status
         of authorized but unissued shares of Preferred Stock, without
         designation as to series, until such shares are once more designated as
         part of a particular series by the Board of Directors of the
         corporation.


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         SECTION 5.        CONVERSION.

                  (A) The holder of any share of Series A Preferred Stock shall
         have the right, at such holder's option (but if such share is called
         for redemption, then in respect of such share only to and including but
         not after the close of business on the tenth (10th) day preceding the
         date fixed for such redemption, provided that no default by the
         corporation in the payment of the applicable redemption price
         (including any accrued and unpaid dividends) shall have occurred and be
         continuing on the date fixed for such redemption) to convert such share
         into that number of fully paid and non-assessable shares of Common
         Stock (calculated as to each conversion to the nearest whole share)
         obtained by dividing $1000.00 by the Conversion Price then in effect.
         The Conversion Price shall initially be $1.00 per share and shall be
         subject to adjustment as set forth below.

                  (B) In order to exercise the conversion privilege, the holder
         of shares of Series A Preferred Stock shall surrender the certificates
         representing such shares, accompanied by transfer instruments
         satisfactory to the corporation and sufficient to transfer the Series A
         Preferred Stock being converted to the corporation free of any adverse
         interest, at any of the offices or agencies maintained for such purpose
         by the corporation ("Conversion Agent") and shall give written notice
         to the corporation at such Conversion Agent that the holder elects to
         convert such shares. Such notice shall also state the names, together
         with addresses, in which the certificates for shares of Common Stock
         which shall be issuable on such conversion shall be issued. As promptly
         as practicable after the surrender of such shares of Series A Preferred
         Stock as aforesaid, the corporation shall issue and shall deliver at
         such Conversion Agent to such holder, or on his written order, a
         certificate for the number of full shares of Common Stock issuable upon
         the conversion of such shares in accordance with the provisions hereof.
         Balance certificates will be issued for the remaining shares of Series
         A Preferred Stock in any case in which fewer than all of the shares of
         Series A Preferred Stock represented by a certificate are converted.
         Each conversion shall be deemed to have been effected immediately prior
         to the close of business on the date on which shares of Series A
         Preferred Stock shall have been so surrendered and such notice received
         by the corporation as aforesaid, and the persons in whose names any
         certificates for shares of Common Stock shall be issuable upon such
         conversion shall be deemed to have become the holders of record of the
         Common Stock represented thereby at such time, unless the stock
         transfer books of the corporation shall. be closed on the date on which
         shares of Series A Preferred Stock are so surrendered for conversion,
         in which event such conversion shall be deemed to have been effected
         immediately prior to the close of business on the next succeeding day
         on which such stock transfer books are open, and such persons shall be
         deemed to have become such holders of record of the Common Stock at the
         close of business on such later day. In either circumstance, such
         conversion shall be at the Conversion Price in effect on the date upon
         which such share shall have been surrendered and such notice received
         by the corporation.



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                  (C) In the case of any share of Series A Preferred Stock which
         is converted after any record date with respect to the payment of a
         dividend on the Series A Preferred Stock and on or prior to the
         Dividend Payment Date related to such record date, the dividend due on
         such Dividend Payment Date shall be payable on such Dividend Payment
         Date to the holder of record of such share as of such preceding record
         date notwithstanding such conversion. Except as provided in this
         paragraph, no payment or adjustment shall be made upon any conversion
         on account of any dividends accrued on shares of Series A Preferred
         Stock surrendered for conversion or on account of any dividends on the
         Common Stock issued upon conversion.

                  (D) No fractional shares or scrip representing fractions of
         shares of Common Stock shall be issued upon conversion of any shares of
         Series A Preferred Stock. Instead of any fractional interest in a share
         of Common Stock which would otherwise be deliverable upon the
         conversion of a share of Series A Preferred Stock, the corporation
         shall pay to the holder of such share of Series A Preferred Stock an
         amount in cash (computed to the nearest cent, with one-half cent being
         rounded upward) equal to such fraction multiplied by the reported
         closing price (as defined below) of the Common Stock at the close of
         business on the day on which such share or shares of Series A Preferred
         Stock are surrendered for conversion in the manner set forth above, or
         if such date is not a trading date, on the next succeeding trading
         date. If more than one certificate representing shares of Series A
         Preferred Stock shall be surrendered for conversion at one time by the
         same holder, the number of full shares issuable upon conversion thereof
         shall be computed on the basis of the aggregate number of shares of
         Series A Preferred Stock represented by such certificates, or the
         specified portions thereof to be converted, so surrendered.

                  For the purpose of any computation under the foregoing
         paragraph, the closing price per share of Common Stock on any date
         shall be deemed to be the average of the daily closing prices for the
         five consecutive trading days selected by the Board of Directors
         commencing no more than 20 trading days before and ending no later than
         the day before the day in question. The closing price for each day
         shall be the reported last sale price, regular way, or, in case no such
         reported sale takes place on such day, the average of the reported
         closing bid and asked prices, regular way, in either case as reported
         on the New York Stock Exchange Composite Tape or, if the Common Stock
         is not listed or admitted to trading on the New York Stock Exchange at
         such time, on the principal national securities exchange on which the
         Common Stock is listed or admitted to trading, or, if not listed or
         admitted to trading on any national securities exchange, on the
         National Market System of the National Association of Securities
         Dealers, Inc. Automated Quotations System ("NASDAQ") or, if the Common
         Stock is not quoted on the NASDAQ National Market System, the average
         of the closing bid and asked prices on such day in the over-the-counter
         market as reported by NASDAQ or, if bid and asked prices for the Common
         Stock on each such day shall not have been reported through NASDAQ, the
         average of the bid and asked prices for such date as furnished by any
         New York Stock Exchange member firm regularly making a market in the
         Common Stock selected from time to time by the Board of Directors of
         the corporation for such purpose

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         or, if no such quotations are available, the fair market value of the
         Common Stock as determined by a New York Stock Exchange member firm
         regularly making a market in the Common Stock selected from time to
         time by the Board of Directors of the corporation for such purpose.

                  (E) The Conversion Price shall be adjusted from time to time
as follows:

                           (i) In case the corporation shall pay or make a
         dividend or other distribution on any class of capital stock of the
         corporation in Common Stock, the Conversion Price in effect at the
         opening of business on the day following the date fixed for the
         determination of stockholders entitled to receive such dividend or
         other distribution shall be reduced by multiplying such Conversion
         Price by a fraction of which the numerator shall be the number of
         shares of Common Stock outstanding at the close of business on the date
         fixed for such determination and the denominator shall be the sum of
         such number of shares and the total number of shares constituting such
         dividend or other distribution, such reduction to, become effective
         immediately after the opening of business on the day following the date
         fixed for such determination. For the purposes of this subparagraph
         (i), the number of shares of Common Stock at any time outstanding shall
         not include shares held in the treasury of the corporation. The
         corporation will not pay any dividend or make any distribution on
         shares of Common Stock held in the treasury of the corporation.

                  (ii) In case outstanding shares of Common Stock shall be
         subdivided into a greater number of shares of Common Stock, the
         Conversion Price in effect at the opening of business on the day
         following the day upon which such subdivision becomes effective shall
         be proportionately reduced, and, conversely, in case outstanding shares
         of Common Stock shall each be combined into a smaller number of shares
         of Common Stock, the Conversion Price in effect at the opening of
         business on the day following the day upon which such combination
         becomes effective shall be proportionately increased, such reduction or
         increase, as the case may be, to become effective immediately after the
         opening of business on the day following the day upon which such
         subdivision or combination becomes effective.

                  (iii) No adjustment in the Conversion Price shall be required
         unless such adjustment would require an increase or decrease of at
         least 1% of such price; PROVIDED, HOWEVER, that any adjustments which
         by reason of this subparagraph (iii) are not required to be made shall
         be carried forward and taken into account in any subsequent adjustment,
         and PROVIDED FURTHER, that adjustment shall be required and made in
         accordance with the provisions hereof not later than such time as may
         be required in order to preserve the tax-free nature of a distribution
         to the holders of shares of Series A Preferred Stock or Common Stock.
         All calculations shall be made to the nearest cent or to the nearest
         1/100th of a share, as the case may be. The corporation may make such
         reductions in. the Conversion Price, in addition to those required by
         subparagraphs (i) and (ii) above, as it considers to be advisable in
         order to avoid or diminish any income tax to any holders of shares of
         Common Stock resulting from any dividend or distribution of stock or
         issuance



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         of rights or warrants to purchase or subscribe for stock or from any
         event treated as such for income tax purposes or for any other reasons.

                  (iv) Whenever the Conversion Price is adjusted as herein
         provided, (x) the corporation shall promptly file with any Conversion
         Agent a certificate of a firm of independent public accountants setting
         forth the Conversion Price after such adjustment and setting forth a
         brief statement of the facts requiring such adjustment, and the manner
         of computing the same, which certificate shall be conclusive evidence
         of the correctness of such adjustment, and (y) a notice stating that
         the Conversion Price has been adjusted and setting forth the adjusted
         Conversion Price shall forthwith be given by the corporation to any
         Conversion Agent and mailed by the corporation to each holder of shares
         of Series A Preferred Stock at their last address as the same appears
         on the books of the corporation.

         (F) In case of any consolidation of the corporation with, or merger of
the corporation into, any other entity (other than a merger or consolidation in
which the corporation is the continuing corporation) or any sale or conveyance
to another corporation of the property of the corporation as an entirety or
substantially as an entirety, or in the case of a statutory exchange of
securities with another corporation, or any reclassification of shares, the
Conversion Price shall not be adjusted but each holder of a share of Series A
Preferred Stock then outstanding shall have the right thereafter to convert such
share only into the kind and amount of securities, cash and other property which
such holder would have owned or have been entitled to receive immediately after
such consolidation, merger, sale, conveyance, exchange or reclassification had
such share of Series A Preferred Stock been converted immediately prior to such
consolidation, merger, sale, conveyance, exchange or reclassification. Provision
shall be made in any such consolidation, merger, sale, conveyance, exchange or
reclassification for adjustments in the Conversion Price which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
Section (E). The above provisions shall similarly apply to successive
consolidations, mergers, sales, conveyances, exchange or reclassification.

                  For purposes of this Section 5, "Common Stock" includes any
stock of any class of the corporation which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation and which is not
subject to redemption by the corporation. However, subject to the provisions of
paragraph (F) above, shares issuable on conversion of shares of Series A
Preferred Stock shall include only shares of the class designated as Common
Stock of the corporation on the date of the initial issuance of Series A
Preferred Stock by the corporation, or shares of any class or classes resulting
from any reclassification or reclassifications thereof and which have no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
corporation and which are not subject to redemption by the corporation.



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         In case:

                  (i) the corporation shall declare a dividend (or any other
         distribution) on its Common Stock that would cause an adjustment to the
         Conversion Price of the Series A Preferred Stock pursuant to the terms
         of subparagraph (i) of Paragraph (E) above; or

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

                  (iii) of any reclassification of the Common Stock of the
         corporation (other than a subdivision or combination of its outstanding
         shares of Common Stock), or of any consolidation, merger or share
         exchange to which the corporation is a party and for which approval of
         any stockholders of the corporation is required, or of the sale or
         conveyance, of the property of the corporation as an entirety or
         substantially as an entirety; or

                  (iv) of the voluntary or involuntary dissolution, liquidation
         or winding up of the corporation;

then the corporation shall cause to be filed with any Conversion Agent, and
shall cause to be mailed to all holders of shares of Series A Preferred Stock at
each such holder's last address as the same appears on the books of the
corporation, at least 20 days (or 10 days in any case specified in clause (i) or
(ii) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, conveyance, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, conveyance,
dissolution, liquidation or winding up. Neither the failure to give such notice
nor any defect therein shall affect the legality or validity of the proceedings
described in clauses (i) through (iv) above.

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


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<PAGE>

                  The corporation covenants that all shares of Common Stock
which may be delivered upon conversions of shares of Series A Preferred Stock
will upon delivery be duly and validly issued and fully paid and non-assessable,
free of all liens and charges and not subject to any pre-emptive rights. The
corporation further covenants that, if necessary, it shall reduce the par value
of the Common Stock so that all shares of Common Stock delivered upon conversion
of shares of Series A Preferred Stock are fully paid and non-assessable.

                  The corporation covenants that it will at all times reserve
and keep available, free from pre-emptive rights, out of its authorized but
unissued shares of Common Stock or its issued shares of Common; Stock held in
its treasury, or both, for the purpose of effecting conversions of shares of
Series A Preferred Stock, the full number of shares of Common Stock deliverable
upon the conversion of all outstanding shares of Series A Preferred Stock not
theretofore converted. For purposes of this reservation of Common Stock, the
number of shares of Common Stock which shall be deliverable upon the conversion
of all outstanding shares of Series A Preferred Stock shall be computed as if at
the time of computation all outstanding shares of Series A Preferred Stock were
held by a single holder. The issuance of shares of Common Stock upon conversion
of shares of Series A Preferred Stock is authorized in all respects.

                  Section  6. LIQUIDATION.

                  In the event of any voluntary or involuntary dissolution,
liquidation or winding up of the corporation (for the purposes of this Section
6, a "Liquidation"), before any distribution of assets shall be made to the
holders of the Common Stock or the holders of any other stock that ranks junior
to the Series A Preferred Stock in respect of distributions upon the Liquidation
of the corporation, the holder of each share of Series A Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the corporation
available for distribution to its stockholders, an amount equal to $1,000.00 per
share plus all dividends (whether or not declared or due) accrued and unpaid on
such share on the date fixed for the distribution of assets of the corporation
to the holders of Series A Preferred Stock.

                  If upon any Liquidation of the corporation, the assets
available for distribution to the holders of Series A Preferred Stock and any
other stock of the corporation ranking on a parity with the Series A Preferred
Stock upon Liquidation issued by the corporation which shall then be outstanding
(hereinafter in this paragraph called the "Total Amount Available") shall be
insufficient to pay the holders of all outstanding shares of Series A Preferred
Stock and all other such parity stock the full amounts (including all dividends
accrued and unpaid) to which they shall be entitled by reason of such
Liquidation of the corporation, then there shall be paid to the holders of the
Series A Preferred Stock in connection with such Liquidation of the corporation,
an amount equal to the product derived by multiplying the "Total Amount
Available times a fraction, the numerator of which shall be the full amount to
which the holders of the Series A Preferred Stock shall be entitled under the
terms of the preceding paragraph by reason of such Liquidation of the
corporation and the denominator of which shall be the total amount which would
have been distributed by reason of such Liquidation of the corporation with
respect to the Series A Preferred Stock and all other stock ranking on a parity
with the Series A Preferred Stock upon Liquidation then outstanding had the
corporation possessed sufficient assets to pay the



                                      -10-
<PAGE>

maximum amount which the holders of all such stock would be entitled to receive
in connection with such Liquidation of the corporation.

                  The voluntary sale, conveyance, lease, exchange or transfer of
the property of the corporation as an entirety or substantially as an entirety,
or the merger or consolidation of the corporation into or with any other
corporation, or the merger of any other corporation into the corporation, or any
purchase or redemption of some or all of the shares of any class or series of
stock of the corporation, shall not be deemed to be a Liquidation of the
corporation for the purposes of the Section 6 (unless in connection therewith
the Liquidation of the corporation is specifically approved).

                  The holder of any shares of Series A Preferred Stock shall not
be entitled to receive any payment owed for such shares under this Section 6
until such holder shall cause to be delivered to the corporation (i) the
certificate or certificates representing such shares of Series A Preferred Stock
and (ii) transfer instrument or instruments satisfactory to the corporation and
sufficient to transfer such shares of Series A Preferred Stock to the
corporation free of any adverse interest. As in the case of the redemption
price, no interest shall accrue on any payment upon Liquidation after the due
date thereof.

                  After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of shares of the Series A
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the corporation.

                  Section  7. PAYMENTS.

                  The corporation may provide funds for any payment of the
redemption price for any shares of Series A Preferred Stock or any amount
distributable with respect to any Series A Preferred Stock under Section 6
hereof by depositing such funds with a bank or trust company selected by the
corporation having a net worth of at least $50,000,000 and organized under the
laws of the United States or any state thereof, in trust for the benefit of the
holder of such shares of Series A Preferred Stock under arrangements providing
irrevocably for payment upon satisfaction of any conditions to such payment by
the holder of such shares of Series A Preferred Stock which shall reasonably be
required by the corporation. The corporation shall be entitled to make any
deposit of funds contemplated by this section 7 under arrangements designated to
permit such funds to generate interest or other income for the corporation, and
the corporation shall be entitled to receive all interest and other income
earned by any funds while they shall be deposited as contemplated by this
section 7, provided that the corporation shall maintain on deposit funds
sufficient to satisfy all payments which the deposit arrangement shall have been
established to satisfy if the conditions precedent to the disbursement of any
funds deposited by the corporation pursuant to this Section 7 shall not have
been satisfied within two years after the establishment of the trust for such
funds, then (i) such funds shall be returned to the corporation upon its
request; (ii) after such return, such funds shall be free of any trust which
shall have been impressed upon them; (iii) the person entitled to the payment
for which been originally intended shall have the right to look only to the
corporation for such payment, subject to applicable



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<PAGE>

escheat laws; and (iv) the trustee which shall have held such funds shall be
relieved of any responsibility for such of such funds to the corporation.

                  Any payment which may be owed for the payment of the
redemption price for any shares of Series A Preferred Stock pursuant to Section
4 or the payment of any amount distributable with respect to the shares of
Series A Preferred Stock under Section 6 shall be deemed to have been "paid or
properly provided for" upon the earlier to occur of: (i) the date upon which
funds sufficient to make such payment shall be deposited in a manner
contemplated by the preceding paragraph or (ii) the date upon which a check
payable to the person entitled to receive such payment shall be delivered to
such person or mailed to such person at the address of such person then
appearing on the books of the corporation.

                  Section  8. STATUS OF REACQUIRED SHARES.

                  Shares of Series A Preferred Stock issued and reacquired by
the corporation (including, without limitation, shares of Series A Preferred
Stock which have been redeemed pursuant to the terms of Section 4 hereof and
shares of Series A Preferred Stock which have been converted into shares of
Common Stock) shall have the status of authorized and unissued shares of
Preferred Stock, undesignated as to series, subject to later issuance.

                  Section  9. PREEMPTIVE RIGHTS.

                  Holders of shares of Series A Preferred Stock are not entitled
to any preemptive or subscription rights in respect of any securities of the
corporation.

                  Section  10. LEGAL HOLIDAYS.

                  In any case where any Dividend Payment Date, redemption date
or the last date on which a holder of Series A Preferred Stock has the right to
convert such holder's shares of Series A Preferred Stock shall not be a Business
Day (as defined below), then (notwithstanding any other provision of this
Certificate of Designation of the Series A Preferred Stock) payment of a
dividend due or a redemption price or conversion of the shares of Series A
Preferred Stock need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Dividend Payment Date or redemption date or the last day for conversion,
PROVIDED that, for purposes of computing such payment, no interest shall accrue
for the period from and after such Dividend Payment Date or redemption date, as
the case may be. As used in this Section 10, "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in the City of New York or the State of New Jersey are authorized
or obligated by law or executive order to close.



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<PAGE>


                  IN WITNESS WHEREOF, INRAD, INC. has caused this certificate to
be signed by its President, this 30th day of April, 1999.

                                            INRAD, INC.

                                            By:   /s/     WARREN RUDERMAN
                                               --------------------------------
                                                  Warren Ruderman , President

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