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                                                                     Exhibit 4.4

                         CERTIFICATE OF THE DESIGNATIONS
                                     OF THE

                     5% CUMULATIVE PREFERRED STOCK SERIES G
                        STATED VALUE $100.00 PER SHARE OF

                          DURAMED PHARMACEUTICALS, INC.


                  Duramed Pharmaceuticals, Inc., a corporation organized and
existing under the laws of the state of Delaware (the "COMPANY"), does hereby
certify as follows, pursuant to Section 151 of the Delaware General Corporation
Law:

                  1. Pursuant to the authority vested in the Board of Directors
of the Company (the "Board") by Article IV of the Certificate of Incorporation
of the Company, the Board, at a meeting duly convened and held on the 11th day
of May, 2000, adopted the resolution (the "RESOLUTION") attached hereto as
Exhibit 1, creating a series consisting of 100,000 shares of its preferred
stock, with a stated value of $100.00 per share, designated as 5% Cumulative
Convertible Preferred Stock, Series G.

                  2. The Resolution and the creation and authorization thereby
of the 5% Cumulative Convertible Preferred Stock, Series G, was duly adopted by
the Board pursuant to its authority as aforesaid and in accordance with Section
151 of the Delaware General Corporation Law and has not been amended, modified,
rescinded or superseded and remains in full force and effect.

                  IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed, delivered and filed this 11th day of May, 2000.

                                           DURAMED PHARMACEUTICALS, INC.


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


                                           ATTEST:

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

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                                    Exhibit 1

                  RESOLVED, that pursuant to the authority vested in the Board
of Directors in accordance with the provisions of the Company's Certificate of
Incorporation, the Board hereby authorizes the designation and issuance of up to
100,000 shares of a new series of preferred stock entitled 5% Cumulative
Convertible Preferred Stock, Series G (the "SERIES G PREFERRED SHARES") with
terms substantially as attached hereto as Exhibit A, and, pursuant thereto, the
Board hereby (a) authorizes the adoption and filing of a Certificate of
Designations of 5% Cumulative Convertible Preferred Stock, Series G with terms
substantially as attached hereto and with such final terms as may be approved by
the Chairman of the Board, and (b) authorizes and directs that the Company
initially reserve and keep available out of its authorized Common Stock
3,400,000 shares of Common Stock that may be deliverable upon conversion of all
outstanding shares of the Series G Preferred Shares and upon payment of
dividends in Common Stock on the Series G Preferred Shares.


<PAGE>   3
                                    Exhibit A

                  (1) Designation. The series of preferred stock established
         hereby shall be designated the "5% Cumulative Convertible Preferred
         Stock, Series G" (and shall be referred to herein as the "SERIES G
         PREFERRED SHARES") and the authorized number of Series G Preferred
         Shares shall be 100,000. The stated value per share shall be $100.00
         (the "STATED VALUE").

                  (2) Conversion of Series G Preferred Shares. A holder of
         Series G Preferred Shares (collectively, the "HOLDERS" and each a
         "HOLDER") shall have the right, at such holder's option, to convert the
         Series G Preferred Shares into shares of the Company's common stock,
         par value $.01 per share (the "COMMON STOCK"), on the following terms
         and conditions:

                      (a)    Conversion Right. Subject to the provisions of
         Section 2(f) below, each Series G Preferred Share shall be convertible
         at the option of the Holder thereof, at any time or from time to time
         on or after the initial date of issuance of the Series G Preferred
         Shares (the "INITIAL ISSUANCE DATE") into fully paid, validly issued
         and nonassessable shares (rounded to the nearest whole share in
         accordance with Section 2(g) below) of Common Stock, at the Conversion
         Rate (as defined below). In no event shall the Company honor any
         request by any Holder to convert Series G Preferred Shares in excess of
         that number of Series G Preferred Shares which, upon giving effect to
         such conversion, would cause the aggregate number of shares of Common
         Stock beneficially owned by the Holder and its affiliates to exceed
         4.99% of the outstanding shares of the Common Stock following such
         conversion, provided, however, that a Holder may elect to waive this
         restriction upon not less than sixty-one (61) days prior written notice
         to the Company. For purposes of this paragraph "beneficial ownership"
         shall be calculated in accordance with Section 13(d) of the Securities
         Exchange Act of 1934, as amended.

                      (b)    Conversion Rate. The number of shares of Common
         Stock issuable upon conversion of each of the Series G Preferred Shares
         pursuant to Sections (2)(a) and 2(f) shall be determined in accordance
         with the following formula (the "CONVERSION RATE"):

                   Stated Value + all accrued and unpaid dividends
                   -----------------------------------------------
                                  Conversion Price

                  For purposes of this Certificate of Designations, the
         following terms shall have the following meanings:

                                    (i)     "ADDITIONAL SHARES OF COMMON STOCK"
         shall mean, all shares (including treasury shares) of Common Stock
         issued or sold (or, pursuant to Section (2)(d)(ii) or (2)(d)(iv),
         deemed to be issued) by the Company after the date hereof, whether or
         not subsequently reacquired or retired by the Company other than (a)
         (i) shares of Common Stock issued upon conversion of the Series G
         Preferred Shares, (ii)

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         shares of Common Stock issued upon exercise of the Warrants, or (iii)
         such number of additional shares of Common Stock as may become issuable
         by conversion of the Series G Preferred Shares and exercise of the
         Warrants by reason of adjustments required pursuant to the
         anti-dilution provisions applicable to such Warrants or Series G
         Preferred Shares as in effect on the date hereof; and (b) (i) shares of
         Common Stock issued pursuant to Approved Stock Plans (as defined
         herein), (ii) Dividend Shares (as defined herein), (iii) shares of
         Common Stock issued pursuant to any right to purchase such shares in
         existence as of April 24, 2000 and set forth on Schedule 3(c) to the
         Purchase Agreement, and (iv) shares of Common Stock issued pursuant to
         any Strategic Financing;

                                    (ii)    "ANNIVERSARY DATE" means May 12th of
         each calendar year;

                                    (iii)   "APPROVED STOCK PLAN" means any
         contract, plan or agreement which has been or shall be approved by the
         Board of Directors of the Company, pursuant to which the Company's
         securities may be issued to any employee, officer, director, consultant
         or other service provider of the Company in an aggregate amount that
         does not exceed 4,315,031 shares of Common Stock at any time (subject
         to appropriate adjustment in the case of any stock split, stock
         dividend, recapitalization, combination, reverse split or similar
         event);

                                    (iv)    "AVERAGE MARKET PRICE" shall mean
         the average of the Closing Bid Prices of the Common Stock for the five
        (5) trading days immediately preceding the applicable date;

                                    (vi)    "CLOSING BID PRICES" shall mean for
         any security as of any date, the closing bid price of such security on
         the principal securities exchange or trade market where such security
         is listed or traded as reported by Bloomberg, L.P. ("Bloomberg"), or if
         the foregoing does not apply, the closing bid price of such security in
         the over-the-counter market on the electronic bulletin board for such
         security as reported by Bloomberg, or, if no closing bid price is
         reported for such security by Bloomberg, the average of the bid prices
         of any market makers for such security as reported in the "pink sheets"
         by the National Quotation Bureau, Inc. If the Closing Bid Price cannot
         be calculated for such security on such date, as set forth above, the
         Closing Bid Price of such security shall be the fair market value as
         determined in good faith by an investment banking firm selected jointly
         by the Company and the Holders, with the fees and expenses of such
         determination borne solely by the Company;

                                    (vii)   "CONVERSION PRICE" means $5.06,
         subject to  adjustment  as provided herein;

                                    (viii)  "MARKET PRICE" shall mean, on any
         date specified herein, the amount per share of the Common Stock equal
         to (i) the last reported sale price of such Common Stock, regular way,
         on such date or, in case no such sale takes place on such date, the
         average of the closing bid and asked prices thereof, regular way, on
         such date, in either case as officially reported on the principal
         national securities exchange on which

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         such Common Stock is then listed or admitted for trading, (ii) if such
         Common Stock is not then listed or admitted for trading on any national
         securities exchange but is designated as a national market system
         security by the NASD, the last reported trading price of the Common
         Stock on such date, or in case no such sale takes place on such date,
         or if the Common Stock is not so designated, the average of the closing
         bid and asked prices of the Common Stock on such date as shown by the
         NASD automated quotations system, or (iii) if such Common Stock is not
         then listed or admitted for trading on any national exchange or quoted
         in the over-the-counter market, the fair value thereof (as of a date
         which is within 20 days of the date as of which the determination is to
         be made) determined in good faith jointly by the Board of Directors of
         the Company and the Holders of a majority of the outstanding Series G
         Preferred Shares, provided, however, that if such parties are unable to
         reach agreement within a reasonable period of time, the Market Price
         shall be determined in good faith by an independent investment banking
         firm selected jointly by the Company and the Holders of a majority of
         the outstanding Series G Preferred Shares or, if that selection cannot
         be made within ten days, by an independent investment banking firm
         selected by the American Arbitration Association in accordance with its
         rules, and provided further, that the Company shall pay all of the fees
         and expenses of any third parties incurred in connection with
         determining the Market Price.

                                    (ix)    "PURCHASE AGREEMENT" means the
         securities purchase agreement dated as of May 12, 2000 by and among the
         Company and the Buyers signatory thereto;

                                    (x)     "STRATEGIC FINANCING" shall mean any
         future equity financing whereby Common Stock or Convertible Securities
         are issued for consideration other than cash or cash equivalents (e.g.,
         notes) to any person or entity which has or is proposed to have a
         material business, technology or commercial relationship with the
         Company in addition to any equity financing provided by such person or
         entity and it is determined by the Board of Directors of the Company
         that such equity financing will result in or further develop a material
         business, technology or commercial relationship with the Company.

                                    (xi)    "WARRANTS" shall mean the common
         stock purchase warrants (and any such warrants issued in substitution
         therefor) originally issued pursuant to the terms of the Purchase
         Agreement.

                           (c) Effect of Failure to Obtain and Maintain
         Effectiveness of Registration Statement. (i) If the registration
         statement (the "REGISTRATION STATEMENT") covering the resale of the
         shares of Common Stock issuable upon conversion of the Series G
         Preferred Shares and required to be filed by the Company pursuant to
         the Registration Rights Agreement between the Company and the initial
         Holders of the Series G Preferred Shares (the "REGISTRATION RIGHTS
         AGREEMENT") is not declared effective by the United States Securities
         and Exchange Commission or any successor entity thereto (the "SEC") on
         or before the 90th calendar day following the Initial Issuance Date
         (the "SCHEDULED EFFECTIVE DATE"), then for each consecutive thirty (30)
         day period following the

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         Scheduled Effective Date, each Holder of Series G Preferred Shares
         shall, until such time as the Registration Statement is declared
         effective by the SEC (all such payments to be made in cash on the first
         day of each thirty (30) day period (refundable pro rata for partial
         months)), be entitled to an amount equal to the product of (A) one
         percent multiplied by (B) the Stated Value plus all accrued and unpaid
         dividends thereon, multiplied by (C) the number of Series G Preferred
         Shares held by such Holder.

                                    (ii)    If the Registration Statement shall
         not have been declared effective by the 90th day following the
         Scheduled Effective Date, the Company shall be required, at the option
         of the Holders, to redeem the Series G Preferred Shares in accordance
         with Section 3(a) and in connection therewith the Company shall pay the
         Holders who so elect, a price per Series G Preferred Share equal to the
         Stated Value plus accrued and unpaid dividends (which dividends may
         only be paid in cash).

                                    (iii)   If the Registration Statement shall
         not have been declared effective by the 120th day following the
         Scheduled Effective Date, the Company shall have the right, by
         delivering notice of exercise to the Holders at least 15 days prior to
         the date of such redemption (and during such 15 day notice period, the
         Holders shall not be limited in any way in connection with their rights
         of conversion), to redeem the Series G Preferred Shares in accordance
         with Section 3(a) and in connection therewith the Company shall pay the
         Holders, a price per Series G Preferred Share equal to the Triggering
         Event Redemption Price (as defined in Section 3(a)(ii)).

                           (d) Adjustment to Conversion Price and the Closing
         Bid Prices -- Dilution and Other Events. In order to prevent dilution
         of the rights granted under this Certificate of Designations, the
         Conversion Price and the Closing Bid Prices for any days during any
         measuring period prior to any of the events set forth below (the
         "ADJUSTING CLOSING BID PRICES") will be subject to adjustment from time
         to time as provided in this Section 2(d). Any such adjustments to the
         Conversion Price and the Adjusting Closing Bid Prices will be
         applicable to Series G Preferred Shares not yet converted or redeemed.

                                    (i)     Dividends and Distributions. If the
         Company shall declare or pay to the holders of the Common Stock a
         dividend or other distribution payable in shares of Common Stock or any
         other security convertible into or exchangeable for shares of Common
         Stock, each Holder shall be entitled to receive the number of shares of
         Common Stock or other securities convertible into or exchangeable for
         shares of Common Stock, as applicable, which such Holder would have
         owned or been entitled to receive after the declaration and payment of
         such dividend or other distribution as if the Series G Preferred Shares
         then held by such Holder had been converted at the Conversion Price in
         effect immediately prior to the record date for the determination of
         stockholders entitled to receive such dividend or other distribution.

                                    (ii)    Stock Splits and Combinations. If
         the Company shall subdivide (by means of any stock split, stock
         dividend, recapitalization or otherwise) the

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         outstanding shares of Common Stock into a greater number of shares of
         Common Stock, or combine (by means of any combination, reverse stock
         split or otherwise) the outstanding shares of Common Stock into a
         lesser number of shares, or issue by reclassification of shares of
         Common Stock any shares of the Company, the Conversion Price and the
         Adjusting Closing Bid Prices, each in effect immediately prior thereto
         shall be adjusted so that each Holder shall receive the number of
         shares of Common Stock which such Holder would have owned or been
         entitled to receive after the happening of any and each of the events
         described above if such Holder had converted the Series G Preferred
         Shares held by such Holder immediately prior to the happening of each
         such event on the day upon which such subdivision or combination, as
         the case may be, becomes effective. Additional Shares of Common Stock
         deemed to have been issued pursuant to this Section 2(d)(ii) shall be
         deemed to have been issued for no consideration.

                                    (iii)   Organic Changes. Any
         recapitalization, reorganization, reclassification, consolidation,
         merger, sale of all or substantially all of the Company's assets (in
         one or a series of related transactions) to another Person (as defined
         below) or other transaction which is effected in such a way that
         holders of Common Stock are entitled to receive (either directly or
         upon subsequent liquidation) stock, securities or assets with respect
         to or in exchange for Common Stock is referred to herein as an "ORGANIC
         CHANGE". In case the Company shall effect an Organic Change, then the
         Holder shall be given a written notice from the Company informing such
         Holder of the terms of such Organic Change and of the record date
         thereof for any distribution pursuant thereto, at least twenty (20)
         days in advance of such record date, and, if such record date shall
         precede the Mandatory Redemption Date, each Holder shall have the right
         thereafter to receive, upon conversion of the Series G Preferred
         Shares, the number of shares of stock or other securities, property or
         assets of the Company, or of its successor or transferee or any
         affiliate thereof, or cash receivable upon or as a result of such
         Organic Change that would have been received by a holder of the number
         of shares of Common Stock equal to the number of shares each Holder
         would have received had such Holder converted its Series G Preferred
         Shares prior to such event at the Conversion Price in effect
         immediately prior to such event. In any such case, the Company will
         make appropriate provision (in form and substance reasonably
         satisfactory to the Holders of a majority of the Series G Preferred
         Shares then outstanding) to insure that the provisions of this Section
         2(d)(iii) will thereafter be applicable to the Series G Preferred
         Shares (including, in the case of any such Organic Change in which the
         successor entity or purchasing entity is other than the Company, an
         immediate adjustment of the Conversion Price to the value for the
         Common Stock reflected by the terms of such Organic Change, if the
         value so reflected is less than the Conversion Price in effect
         immediately prior to such Organic Change). The Company will not effect
         any such Organic Change unless prior to the consummation thereof the
         successor entity (if other than the Company) resulting from such
         Organic Change assumes, by written instrument (in form and substance
         satisfactory to the Holders of a majority of the Series G Preferred
         Shares then outstanding), the obligation to deliver to each Holder such
         shares of stock, securities or assets as, in accordance with the
         foregoing provisions, such Holder may be entitled to acquire or
         receive. The provisions of this subparagraph (iii) shall similarly
         apply to successive Organic Changes. "PERSON" means an individual, a
         limited liability company,

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<PAGE>   8
         a partnership, a joint venture, a corporation, a trust, an
         unincorporated organization and a government or any department or
         agency thereof.

                                    (iv)    Adjustment upon Issuance of Options
         and Convertible Securities. If the Company at any time or from time to
         time after the date hereof shall issue, sell, grant or assume, or shall
         fix a record date for the determination of holders of any class of
         securities of the Company entitled to receive, any rights or options to
         subscribe for, purchase or otherwise acquire Additional Shares of
         Common Stock or any stock or other securities convertible into or
         exchangeable for Additional Shares of Common Stock (such rights or
         options being herein called "OPTIONS" and such convertible or
         exchangeable stock or securities being herein called "CONVERTIBLE
         SECURITIES") (whether or not the rights thereunder are immediately
         exercisable) and the price per share for which Common Stock is issuable
         upon the exercise of such Options or upon conversion or exchange of
         such Convertible Securities (the "NEW OPTION ISSUANCE PRICE") is less
         than the Average Market Price immediately prior to such time, then, and
         in each such case, the maximum number of Additional Shares of Common
         Stock (as set forth in the instrument relating thereto, without regard
         to any provisions contained therein for a subsequent adjustment of such
         number) issuable upon the exercise of such Options or, in the case of
         Convertible Securities and Options therefor, the conversion or exchange
         of such Convertible Securities, shall be deemed to be Additional Shares
         of Common Stock issued as of the time of such issue, sale, grant or
         assumption or, in case such a record date shall have been fixed, as of
         the close of business on such record date (or, if the Common Stock
         trades on an ex-dividend basis, on the date prior to the commencement
         of ex-dividend trading).

                                            For purposes of this Section
         2(d)(iv), the New Option Issuance Price shall mean the amount
         determined by dividing (A) the total amount, if any, received and
         receivable by the Company as consideration for the issue, sale, grant
         or assumption of the Options or Convertible Securities in question,
         plus the minimum aggregate amount of additional consideration (as set
         forth in the instruments relating thereto, without regard to any
         provision contained therein for a subsequent adjustment of such
         consideration to protect against dilution) payable to the Company upon
         the exercise in full of such Options or the conversion or exchange of
         such Convertible Securities or, in the case of Options for Convertible
         Securities, the exercise of such Options for Convertible Securities and
         the conversion or exchange of such Convertible Securities, by (B) the
         total maximum number of shares of Common Stock (as set forth in the
         instruments relating thereto, without regard to any provision contained
         therein for a subsequent adjustment of such consideration to protect
         against dilution) issuable upon exercise of such Options or upon the
         conversion or exchange of all such Convertible Securities issuable upon
         the exercise of such Options. No further adjustment of the Conversion
         Price shall be made upon the actual issuance of such Common Stock or of
         such Convertible Securities upon the exercise of such Options or upon
         the actual issuance of such Common Stock upon conversion or exchange of
         such Convertible Securities.

                                    (v)     Change in Option Price or Rate of
         Conversion. If the purchase price provided for in any Options, the
         additional consideration, if any, payable

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         upon the issue, conversion or exchange of any Convertible Securities,
         or the rate at which any Convertible Securities are convertible into or
         exchangeable for any class of Common Stock change at any time, the
         Conversion Price at the time of such change shall be readjusted,
         effective on and after the date of such change, to the Conversion Price
         which would have been in effect on the date of such change had such
         Options or Convertible Securities still outstanding provided for such
         changed purchase price, additional consideration or changed conversion
         rate, as the case may be, at the time initially granted, issued or
         sold; provided that no adjustment shall be made if such adjustment
         would result in an increase of the Conversion Price then in effect.

                                    (vi)    Issuance of Additional Shares of
         Common Stock. In case the Company at any time or from time to time
         after the date hereof shall issue or sell Additional Shares of Common
         Stock (including Additional Shares of Common Stock deemed to be issued
         pursuant to Section 2(d)(ii), (iv) or (v)), without consideration or
         for a consideration per share less than the Market Price in effect
         immediately prior to such issue or sale, then, and in each such case,
         the Conversion Price shall be reduced, to a price determined by
         multiplying such Conversion Price by a fraction

                                            (A)      the numerator of which
         shall be the sum of (i) the number of shares of Common Stock
         outstanding immediately prior to such issue or sale and (ii) the number
         of shares of Common Stock which the aggregate consideration received by
         the Company for the total number of such Additional Shares of Common
         Stock so issued or sold would purchase at the Average Market Price, and

                                            (B)      the denominator of which
         shall be the number of shares of Common Stock outstanding immediately
         after such issue or sale, provided that, for the purposes of this
         Section 2(d)(vi), (x) immediately after any Additional Shares of Common
         Stock are deemed to have been issued pursuant to Section 2(d)(ii), (iv)
         or (v), such Additional Shares of Common Stock shall be deemed to be
         outstanding, and (y) treasury shares of Common Stock shall not be
         deemed to be outstanding.

                                    (vii)    Issuance of Convertible Securities
         and Additional Shares of Common Stock. In case the Company at any time
         or from time to time after the date hereof shall issue or sell
         Additional Shares of Common Stock (including Additional Shares of
         Common Stock deemed to be issued pursuant to Section 2(d)(ii), (iv) or
         (v)) or shall issue or sell any Options or Convertible Securities,
         without consideration or for a consideration per share less than the
         Conversion Price in effect immediately prior to such issue or sale
         (such consideration referred to as the "TRIGGERING PRICE" and such
         event referred to as a "TRIGGERING EVENT"), then, subject to Section
         2(d)(v) and in each such case, the Conversion Price for a portion of
         the Series G Preferred Shares held by each Holder shall be reduced,
         concurrently with such issue or sale, to a price equal to the
         Triggering Price for (A) 100% of the shares of Common Stock for which
         the Series G Preferred Shares is then convertible if the issuance or
         sale occurs prior to the first Anniversary Date, (B) 75% of the shares
         of Common Stock for which the Series G Preferred Shares is then
         convertible if the issuance or sale occurs on or after the first
         Anniversary Date, but prior to the second Anniversary Date, (C) 50% of
         the shares of

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         Common Stock for which of the Series G Preferred Shares is then
         convertible if the issuance or sale occurs on or after the second
         Anniversary Date, but prior to the third Anniversary Date and (D) 25%
         of the shares of Common Stock for which of the Series G Preferred
         Shares is then convertible if the issuance or sale occurs on or after
         the third Anniversary Date, but prior to the fourth Anniversary Date,
         subject to further adjustment and readjustment from time to time as
         provided in this Section 2(d), and, as so adjusted or readjusted, shall
         remain in effect until a further adjustment or readjustment thereof is
         required by this Section 2(d).

                                    (viii)  Other Dilutive Events. In case any
         event shall occur as to which the provisions of this Section 2(d) are
         not strictly applicable or if strictly applicable would not fairly
         protect the conversion rights of the Holder in accordance with the
         essential intent and principles of this Section 2(d), then, in each
         such case, the Board of Directors of the Company shall make an
         adjustment in the application of such provisions, in accordance with
         such essential intent and principles, so as to preserve, without
         dilution, the conversion rights represented by this Section 2.

                                    (ix)    No Dilution or Impairment. The
         Company shall not, by amendment of its certificate of incorporation or
         through any Organic Change or any other voluntary action, avoid or seek
         to avoid the observance or performance of any of the terms of this
         Certificate of Designations, but will at all times in good faith assist
         in the carrying out of all such terms and in the taking of all such
         action as may be necessary or appropriate in order to protect the
         rights of the Holders against dilution or other impairment. Without
         limiting the generality of the foregoing, the Company (A) shall take
         all such action as may be necessary or appropriate in order that the
         Company may validly and legally issue fully paid and nonassessable
         shares of Common Stock, free from all taxes, liens, security interests,
         encumbrances, preemptive rights and charges on the conversion of the
         Series G Preferred Shares, (B) shall not take any action which results
         in any adjustment of the Conversion Price or the Adjusting Closing Bid
         Prices if the total number of shares of Common Stock issuable after the
         action upon the conversion of the Series G Preferred Shares would
         exceed the total number of shares of Common Stock then authorized by
         the Company's articles of incorporation and available for the purpose
         of issue upon such exercise, (C) shall not permit the par value of any
         shares of stock receivable upon the conversion of the Series G
         Preferred Shares to exceed the amount payable therefor upon such
         exercise, and (D) shall not issue any capital stock of any class which,
         as to the Holders, is preferred as to dividends or as to the
         distribution of assets upon voluntary or involuntary dissolution,
         liquidation or winding-up, unless the rights of the holders thereof
         shall be limited to a fixed sum or percentage of par value or a sum
         determined by reference to a formula based on a published index of
         interest rates, an interest rate publicly announced by a financial
         institution or a similar indicator of interest rates in respect of
         participation in dividends and to a fixed sum or percentage of par
         value in any such distribution of assets.

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                                    (x)     Notices.

                                            (A)      Immediately upon any
         adjustment pursuant hereto of the Conversion Price or the Adjusting
         Closing Bid Prices, the Company will give immediate written notice
         thereof to each Holder, setting forth in reasonable detail and
         certifying the calculation of such adjustment.

                                            (B)      The Company will give
         written notice to each Holder at least twenty (20) days prior to the
         date on which the Company closes its books or takes a record (I) with
         respect to any dividend or distribution upon the Common Stock, or (II)
         for determining rights to vote with respect to any Organic Change,
         dissolution or liquidation; provided, that in no event shall such
         notice be provided to such Holder prior to such information being made
         known to the public.

                                            (C)      The Company will also give
         written notice to each Holder at least twenty (20) days prior to the
         date on which any Organic Change, dissolution or liquidation will take
         place.

                                    (xi)    Successive Adjustments. Successive
         adjustments in the Conversion Price and the Adjusting Closing Bid
         Prices shall be made whenever any event specified above shall occur.
         All calculations under this Section 2(d) shall be made to the nearest
         cent or to the nearest one-hundredth of a share, as the case may be. No
         adjustment in the Adjusting Closing Bid Prices shall be made if the
         amount of such adjustment would be less than $0.01, but any such amount
         shall be carried forward and an adjustment with respect thereto shall
         be made at the time of, and together with, any subsequent adjustment
         which, together with such amount and any other amount or amounts so
         carried forward, shall in the aggregate equal $0.01 or more.

                           (e) Mechanics of Conversion. Subject to the Company's
         inability to fully satisfy its obligations under a Conversion Notice
         (as defined below) as provided for in Section 5 below:

                                    (i)     Holder's Delivery Requirements.
         To convert Series G Preferred Shares into full shares of Common Stock
         on any date (the "CONVERSION DATE"), the Holder thereof shall (A)
         deliver by courier or transmit by facsimile, for receipt on or prior to
         11:59 p.m., Eastern Time on such date, a copy of a fully executed
         notice of conversion in the form attached hereto as Exhibit I (the
         "CONVERSION NOTICE"), to the Company or its designated transfer agent
         (the "TRANSFER AGENT"), and (B) surrender to a common carrier for
         delivery to the Company or the Transfer Agent as soon as practicable
         following such date, the original certificates representing the Series
         G Preferred Shares being converted (or an indemnification undertaking
         with respect to such shares in the case of their loss, theft or
         destruction pursuant to the provisions set forth in Section 12 hereof)
         (the "PREFERRED STOCK CERTIFICATES") and the originally executed
         Conversion Notice.

                                      -10-
<PAGE>   12
                                    (ii)    Company's Response. Upon receipt by
         the Company of a copy of a Conversion Notice, the Company shall
         immediately send, via facsimile, a confirmation of receipt of such
         Conversion Notice to such Holder. Upon receipt by the Company or the
         Transfer Agent of the Preferred Stock Certificates to be converted
         pursuant to a Conversion Notice (or an indemnification undertaking with
         respect to such shares in the case of their loss, theft or destruction
         pursuant to the provisions set forth in Section 12 hereof), together
         with the originally executed Conversion Notice, the Company or the
         Transfer Agent (as applicable) shall, on the next business day
         following the date of such receipt (A) issue and surrender to a common
         carrier for overnight delivery to the address as specified in the
         Conversion Notice, a certificate, registered in the name of the Holder
         or its designee, for the number of shares of Common Stock to which the
         Holder shall be entitled, (B) credit such aggregate number of shares of
         Common Stock to which the Holder shall be entitled to the Holder's or
         its designee's balance account with The Depository Trust Company, or
         (C) if the Holder requests, issue shares in electronic format (e.g. via
         DWAC).

                                    (iii)   Dispute Resolution. In the case of a
         dispute as to the determination of the Conversion Price, the Company
         shall promptly issue to the Holder the number of shares of Common Stock
         that is not disputed pursuant to the provision in this Section 2(e) and
         shall submit the disputed determinations or arithmetic calculations to
         the Holder via facsimile within one (1) business day of receipt of such
         Holder's Conversion Notice. If such Holder and the Company are unable
         to agree upon the determination of the Conversion Price within one (1)
         business day of such disputed determination or arithmetic calculation
         being submitted to the Holder, then the Company shall within one (1)
         business day submit via facsimile the disputed determination of the
         Conversion Price to an independent, reputable accounting firm of
         national standing acceptable to the Company and such Holder of Series G
         Preferred Shares. The Company shall cause such accounting firm to
         perform the determinations or calculations and notify the Company and
         the Holder of the results no later than forty-eight (48) hours from the
         time it receives the disputed determinations or calculations. Such
         accounting firm's determination, shall be binding upon all parties
         absent manifest error. If as a result of such determination by the
         accounting firm the Company is required to issue additional shares of
         Common Stock to a Holder, the Company or the Transfer Agent, as
         applicable, shall on the next business day following the date such
         determination is made, issue such shares of Common Stock in accordance
         with the options set forth in the last sentence of Section 2(e)(ii)
         above. The reasonable fees and expenses of the accounting firm shall be
         borne by the party whose calculations is furthest from the accounting
         firm's determination.

                                    (iv)    Record Holder. The Person or Persons
         entitled to receive the shares of Common Stock issuable upon a
         conversion of Series G Preferred Shares shall be treated for all
         purposes as the record Holder or Holders of such shares of Common Stock
         on the Conversion Date.

                                    (v)     Company's Failure to Timely
         Convert. If the Company shall fail (other than as a result of the
         situations described in Section 4(a) with respect to

                                      -11-
<PAGE>   13
         which the Holder has elected, and the Company has satisfied its
         obligations under, one of the options set forth in subparagraphs (i)
         through (v) of Section 4(a)) to issue to a Holder on a timely basis as
         described in this Section 2(e), a certificate for the number of shares
         of Common Stock to which such Holder is entitled upon such Holder's
         conversion of Series G Preferred Shares, the Company shall pay damages
         to such Holder equal to the greater of (A) actual damages incurred by
         such Holder as a result of such Holder's needing to "buy in" shares of
         Common Stock to satisfy its securities delivery requirements ("BUY IN
         ACTUAL DAMAGES") and (B) if the Company fails to deliver such
         certificates within five days after the last possible date which the
         Company could have issued such Common Stock to such Holder without
         violating this Section 2(e), on each date such conversion is not timely
         effected in an amount equal to 1% of the product of (A) the number of
         shares of Common Stock not issued to the Holder on a timely basis and
         to which such Holder is entitled and (B) the Closing Bid Price of the
         Common Stock on the last possible date which the Company could have
         issued such Common Stock to such Holder without violating this Section
         2(e).

                           (f) Fractional Shares. The Company shall not issue
         any fraction of a share of Common Stock upon any conversion. All shares
         of Common Stock (including fractions thereof) issuable upon conversion
         of more than one Series G Preferred Share by a Holder shall be
         aggregated for purposes of determining whether the conversion would
         result in the issuance of a fraction of a share of Common Stock. If,
         after the aforementioned aggregation, the issuance would result in the
         issuance of a fraction of a share of Common Stock, the Company shall
         round such fraction of a share of Common Stock up or down to the
         nearest whole share.

                           (g) Taxes. The Company shall pay any and all taxes
         which may be imposed upon it with respect to the issuance and delivery
         of Common Stock upon the conversion of the Series G Preferred Shares.

                  (3)      Redemption.

                           (a)      Voluntary Redemption.

                                    (i)     Major Transaction. In addition to
         all other rights of the Holders of Series G Preferred Shares contained
         in this Certificate of Designations (including, without limitation, the
         provisions of Section 2), after a Major Transaction (as defined in
         Section 3(b) below), each Holder shall have the right in accordance
         with Section 3(e), at such Holder's option, to require the Company to
         redeem all or a portion of such Holder's Series G Preferred Shares at a
         price per Series G Preferred Share equal to (A) the product of the
         Stated Value, multiplied by 115%, plus (B) all accrued and unpaid
         dividends thereon ("MAJOR TRANSACTION REDEMPTION PRICE"). The
         provisions of this Section 3(a)(i) shall not be deemed to restrict the
         ability of a Holder to convert Series G Preferred Shares pursuant to
         the provisions of Section 2 at any time and from time to time before
         the consummation of a Major Transaction.

                                      -12-
<PAGE>   14
                                    (ii)    Triggering Event. In addition to all
         other rights of the Holders of Series G Preferred Shares contained in
         this Certificate of Designations (including, without limitation, the
         provisions of Section 2), after a Triggering Event (as defined in
         Section 3(c) below), each Holder of Series G Preferred Shares shall
         have the right in accordance with Section 3(e), at such Holder's
         option, to require the Company to redeem all or a portion of such
         Holder's Series G Preferred Shares at a price per Series G Preferred
         Share equal to the greater of (x) product of (A) the aggregate number
         of shares of Common Stock for which such Holder would be entitled to
         receive if the Series G Preferred Shares that it holds would be
         converted as of the date immediately preceding such Triggering Event on
         which the exchange or market on which the Common Stock is traded is
         open, multiplied by (B) the Average Market Price of the Common Stock on
         such date and (y) the product of (A) the Stated Value plus all accrued
         and unpaid dividends thereon, multiplied by (B) 125% (the "TRIGGERING
         EVENT REDEMPTION PRICE"). The provisions of this Section 3(a)(ii) shall
         not be deemed to restrict the ability of a Holder to convert the Series
         G Preferred Shares pursuant to the provisions of Section 2 at any time
         and from time to time before such Holder receives the Triggering Event
         Redemption Price.

                           (b)      "Major Transaction". A "MAJOR TRANSACTION"
         means the occurrence at such time of any of the following events:

                                    (i)     the consolidation or merger of the
         Company with or into another Person (other than pursuant to a migratory
         merger effected solely for the purpose of changing the jurisdiction of
         incorporation of the Company or pursuant to a merger after which the
         holders of the Company's outstanding capital stock immediately prior to
         the merger own a number of shares of the resulting company's
         outstanding capital stock sufficient to elect a majority of the
         resulting company's board of directors);

                                    (ii)    the sale, transfer, lease, disposal
         or abandonment (whether in one transaction or in a series of
         transactions) of all or substantially all of the Company's assets
         (other than a sale or transfer to an entity controlling, controlled by
         or under common control with the Company); or

                                    (iii)   a purchase, tender or exchange offer
         for more than 50% of the outstanding shares of Common Stock or other
         voting securities of the Company is made and accepted by the holders
         thereof.

                           (c)      "Triggering  Event". A "TRIGGERING EVENT"
         shall be deemed to have occurred at such time as any of the following
         events:

                                    (i)     notice from the Company that Common
         Stock issued or issuable upon conversion of the Series G Preferred
         Shares cannot be sold under the Registration Statement covering such
         Common Stock (the "SUSPENSION PERIOD"), for any period of ten
         consecutive trading days or any twenty non-consecutive trading days
         during any period of 180 consecutive days (or any 60 days in any 360
         day period, if such Suspension Period is caused solely by the failure
         of the Company to amend the

                                      -13-
<PAGE>   15
         Registration Statement covering the Registrable Securities to cure a
         material misstatement therein, where the Board of Directors in good
         faith decided that it was in the best interests of the Company not to
         so amend the Registration Statement as such would cause disclosure of
         material information which the Board of Directors believes would be
         contrary to the best interests of the Company to disclose) that is (A)
         after the date the Registration Statement has been declared effective
         by the SEC and (B) prior to the time that the Conversion Stock issuable
         upon conversion of the Series G Preferred Shares may be sold without
         limitation in accordance with Rule 144(k) under the Securities Act of
         1933, as amended (the "1933 ACT"); provided, that any demand for
         redemption under this Section 3(c)(i) must be made by a Holder of
         Series G Preferred Shares within 30 days after receipt of notice from
         the Company of the termination of the Suspension Period; provided,
         further, that if the aggregate number of days in all Suspension Periods
         (the "SUSPENSION DAYS") is equal to or greater than thirty (30) days,
         then the Mandatory Redemption Date may, at the option of the Holder, be
         extended by the aggregate number of Suspension Days.

                                    (ii)    the failure of the Common Stock or
\        the Conversion Shares to be listed on the American Stock Exchange (the
         "AMEX"), the New York Stock Exchange ("NYSE") or the NASDAQ for a
         period of 10 days during any period of 12 months (the "DELISTING
         PERIOD"); provided, however, that any demand for redemption under this
         Section 3(c)(ii) must be made by a Holder within 30 days after receipt
         of the Notice of Triggering Event (as defined in Section 3(e)); or

                                    (iii)   the Company's notice to any Holder
         of Series G Preferred Shares, including by way of public announcement,
         at any time, of its intention not to comply with proper requests for
         conversion of any Series G Preferred Shares into shares of Common
         Stock, including due to any of the reasons set forth in Section 4(a)
         below, except in any case in which the basis for such intention by the
         Company is a bona fide dispute as to the right of such Holder to such
         conversion.

                           (d) Mandatory Redemption. If any of the Series G
         Preferred Shares remain outstanding on May 12, 2004 (the "MANDATORY
         REDEMPTION DATE") (subject to extension as provided in Section 3(c)(i)
         above), then the Company shall be required to redeem all of such Series
         G Preferred Shares at a price per Series G Preferred Shares equal to
         the Stated Value plus all accrued and unpaid dividends thereon (the
         "MANDATORY REDEMPTION PRICE" and together with the Major Transaction
         Redemption Price, and the Triggering Event Redemption Price, each a
         "REDEMPTION PRICE").

                           (e) Mechanics of Redemption. (i) Upon Major
         Transaction. No sooner than fifteen (15) days nor later than ten (10)
         days prior to the consummation of a Major Transaction, but not prior to
         the public announcement of such Major Transaction, the Company shall
         deliver written notice thereof via facsimile and overnight courier to
         each Holder (each a "NOTICE OF MAJOR TRANSACTION"). At anytime after
         receipt of a Notice of Major Transaction, any Holder of the Series G
         Preferred Shares then outstanding may require the Company to redeem all
         or any portion of its Series G Preferred Shares by delivering written
         notice thereof via facsimile or overnight courier

                                      -14-
<PAGE>   16
         (each a "NOTICE OF VOLUNTARY REDEMPTION UPON MAJOR TRANSACTION") to the
         Company, which Notice of Voluntary Redemption Upon Major Transaction
         shall indicate (A) the number of Series G Preferred Shares that such
         Holder is requesting redemption for and (B) the Major Transaction
         Redemption Price as calculated pursuant to Section 3(a)(i) above.

                                    (ii)    Upon Triggering Event. Within one
         day after the occurrence of a Triggering Event, the Company shall
         deliver written notice thereof via facsimile and overnight courier to
         each Holder (each a "NOTICE OF TRIGGERING EVENT"). At anytime after
         receipt of a Notice of Triggering Event, but only for so long as the
         facts giving rise to the Triggering Event continue to exist, any Holder
         may require the Company to redeem all or any portion of its Series G
         Preferred Shares by delivering written notice thereof via facsimile or
         overnight courier (each a "NOTICE OF VOLUNTARY REDEMPTION UPON
         TRIGGERING EVENT") to the Company, which Notice of Voluntary Redemption
         Upon Triggering Event shall indicate (A) the number of Series G
         Preferred Shares that such Holder is requesting redemption for and (B)
         the Triggering Event Redemption Price as calculated pursuant to Section
         3(a)(ii) above.

                                    (iii)   Upon Mandatory Redemption Date.
         Within two business days after receipt of the Mandatory Redemption
         Price in cash, the Holders shall surrender all Preferred Stock
         Certificates, duly endorsed for cancellation, to the Company or the
         Transfer Agent. As of the Mandatory Redemption Date, no Person shall
         have any rights in respect of Series G Preferred Shares, except the
         right to receive the Mandatory Redemption Price.

                           (f) Payment of Redemption Price Upon Voluntary
         Redemption. Upon the Company's receipt of a Notice of Voluntary
         Redemption Upon Major Transaction or Notice of Voluntary Redemption
         Upon Triggering Event from any Holder, the Company shall immediately
         notify such Holder by facsimile of the mechanics of the delivery of
         each Holder's Preferred Stock Certificate and, if applicable, the
         Company's receipt of such requisite notice necessary to effect a
         redemption and such Holder of Series G Preferred Shares shall
         thereafter promptly send such Holder's Preferred Stock Certificates to
         be redeemed to the Company or its Transfer Agent (or an indemnification
         undertaking with respect to such shares in the case of their loss, the
         theft or destruction pursuant to the provisions set forth in Section 12
         hereof). The Company shall deliver the applicable Redemption Price to
         such Holder within ten (10) days after the Company's receipt of the
         requisite notice required to affect a redemption; provided, that a
         Holder's Preferred Stock Certificates shall have been so delivered to
         the Company or its Transfer Agent (or an indemnification undertaking
         with respect to such shares in the case of their loss, the theft or
         destruction pursuant to the provisions set forth in Section 12 hereof);
         provided further that if the Company is unable to redeem all of the
         Series G Preferred Shares, the Company shall redeem an amount from each
         Holder of Series G Preferred Shares equal to such Holder's pro rata
         amount (based on the number of Series G Preferred Shares held by such
         Holder relative to the number of Series G Preferred Shares outstanding)
         of all Series G Preferred Shares being redeemed. If the Company shall
         fail to redeem all of the Series G Preferred Shares submitted for
         redemption (other than pursuant to a dispute as to the

                                      -15-
<PAGE>   17
         arithmetic calculation of the applicable Redemption Price), in addition
         to any remedy such Holder of Series G Preferred Shares may have under
         this Certificate of Designations and the Purchase Agreement, among the
         Company and the initial Buyers named therein, the applicable Redemption
         Price payable in respect of such unredeemed Series G Preferred Shares
         shall bear interest at the rate of 1.25% per month (prorated for
         partial months) until paid in full. Until the Company pays such unpaid
         Redemption Price in full to each Holder, Holders of the Series G
         Preferred Shares then outstanding, including shares of Series G
         Preferred Shares submitted for redemption pursuant to this Section 3
         and for which the applicable Redemption Price has not been paid, shall
         have the option (the "VOID REDEMPTION OPTION") to, in lieu of
         redemption, require the Company to promptly return to each Holder all
         of the Series G Preferred Shares that were submitted for redemption by
         such Holder under this Section 3 and for which the applicable
         Redemption Price has not been paid, by sending written notice thereof
         to the Company via facsimile or by courier (the "VOID REDEMPTION
         NOTICE"). Upon the Company's receipt of such Void Redemption Notice and
         prior to payment of the full applicable Redemption Price to each
         Holder, (i) the Notice of Voluntary Redemption Upon Major Transaction
         or Notice of Voluntary Redemption Upon Triggering Event, as applicable,
         shall be null and void with respect to those Series G Preferred Shares
         submitted for redemption and for which the applicable Redemption Price
         has not been paid, and (ii) the Company shall immediately return any
         Series G Preferred Shares submitted to the Company by each such Holder
         for redemption under this Section 3(f) and for which the applicable
         Redemption Price has not been paid. Notwithstanding the foregoing, in
         the event of a dispute as to the determination of the arithmetic
         calculation of the applicable Redemption Price, such dispute shall be
         resolved pursuant to the provisions set forth in Section 2(e)(iii)
         above. Payments provided for in this Section 3 in connection with a
         Redemption Upon a Major Transaction shall have priority to payments to
         other stockholders in connection with a Major Transaction.

                   (4)     Inability to Fully Convert.

                           (a) Holder's Option if Company Cannot Fully Convert.
         If, upon the Company's receipt of a Conversion Notice, the Company
         cannot issue shares of Common Stock registered for resale under the
         Registration Statement for any reason, including, without limitation,
         because the Company (x) does not have a sufficient number of shares of
         Common Stock authorized and available, (y) is otherwise prohibited by
         applicable law or by the rules or regulations of any stock exchange,
         interdealer quotation system or other self-regulatory organization with
         jurisdiction over the Company or its securities, including without
         limitation the NASDAQ, from issuing all of the Common Stock which is to
         be issued to a Holder pursuant to a Conversion Notice or (z) fails to
         have a sufficient number of shares of Common Stock registered for
         resale under the Registration Statement, then the Company shall issue
         as many shares of Common Stock as it is able to issue in accordance
         with such Holder's Conversion Notice and pursuant to Section 2(e) above
         and, with respect to the unconverted Series G Preferred Shares, the
         Holder, solely at such Holder's option, can elect to (unless the
         Company issues and delivers the Common Stock underlying the unconverted
         Series G Preferred Shares prior to the

                                      -16-
<PAGE>   18
         Holder's election hereunder, in which case such Holder shall only be
         entitled to receive Buy In Actual Damages under Section 2(e)(v)):

                                    (i)     require the Company to redeem from
         such Holder those Series G Preferred Shares for which the Company is
         unable to issue Common Stock in accordance with such Holder's
         Conversion Notice ("DEFAULT REDEMPTION") at a price per Series G
         Preferred Share equal to the Triggering Event Redemption Price as of
         such Conversion Date ("DEFAULT REDEMPTION PRICE");

                                    (ii)    if the Company's inability to fully
         convert Series G Preferred Shares is pursuant to Section 4(a)(z) above,
         require the Company to issue restricted shares of Common Stock in
         accordance with such Holder's Conversion Notice pursuant to Section
         2(e) above;

                                    (iii)   void its Conversion Notice and
         retain or have retained, as the case may be, the nonconverted Series G
         Preferred Shares that were to be converted pursuant to such Holder's
         Conversion Notice; or

                                    (iv)    if the Company's inability to fully
         convert Series G Preferred Shares is pursuant to the rules and
         regulations described in Section 4(a)(y) above, require the Company to
         issue shares of Common Stock in accordance with such Holder's
         Conversion Notice and pursuant to Section 2(e) above at a Conversion
         Price equal to the Average Market Price of the Common Stock on the date
         preceding such Holder's Notice in Response to Inability to Convert (as
         defined below).

                           (b) Mechanics of Fulfilling Holder's Election. The
         Company shall immediately send via facsimile to a Holder of Series G
         Preferred Shares, upon receipt of a facsimile copy of a Conversion
         Notice from such Holder which cannot be fully satisfied as described in
         Section 4(a) above, a notice of the Company's inability to fully
         satisfy such Holder's Conversion Notice (the "INABILITY TO FULLY
         CONVERT NOTICE"). Such Inability to Fully Convert Notice shall indicate
         (i) the reason why the Company is unable to fully satisfy such Holder's
         Conversion Notice, (ii) the number of Series G Preferred Shares which
         cannot be converted and (iii) the Default Redemption Price. Such Holder
         must within five (5) business days of receipt of such Inability to
         Fully Convert Notice deliver written notice via facsimile to the
         Company ("NOTICE IN RESPONSE TO INABILITY TO CONVERT") of its election
         pursuant to Section 4(a) above.

                           (c) Payment of Default Redemption Price. If such
         Holder shall elect to have its shares redeemed pursuant to Section
         4(a)(i) above, the Company shall pay the Default Redemption Price in
         cash to such Holder within ten (10) days of the Company's receipt of
         the Holder's Notice in Response to Inability to Convert. If the Company
         shall fail to pay the Default Redemption Price to such Holder on a
         timely basis as described in this Section 4(c) (other than pursuant to
         a dispute as to the determination of the arithmetic calculation of the
         Default Redemption Price), in addition to any remedy such Holder of
         Series G Preferred Shares may have under this Certificate of
         Designations and the Purchase Agreement, such unpaid amount shall bear
         interest at the rate of 1.25% per

                                      -17-
<PAGE>   19
         month (prorated for partial months) until paid in full. Until the full
         Default Redemption Price is paid in full to such Holder, such Holder
         may void the Default Redemption with respect to those Series G
         Preferred Shares for which the full Default Redemption Price has not
         been paid and receive back such Series G Preferred Shares.
         Notwithstanding the foregoing, if the Company fails to pay the Default
         Redemption Price within such ten (10) day time period due to a dispute
         as to the determination of the arithmetic calculation of the Default
         Redemption Price, such dispute shall be resolved pursuant to Section
         2(e)(iii) above.

                           (d) Pro-rata Conversion and Redemption. In the event
         the Company receives a Conversion Notice from more than one Holder on
         the same day and the Company can convert and redeem some, but not all,
         of the Series G Preferred Shares pursuant to this Section 4, the
         Company shall convert and redeem from each Holder electing to have
         Series G Preferred Shares converted and redeemed at such time an amount
         equal to such Holder's pro rata amount (based on the number of Series G
         Preferred Shares held by such Holder relative to the number of Series G
         Preferred Shares outstanding) of all Series G Preferred Shares being
         converted and redeemed at such time.

                  (5) Reissuance of Certificates. In the event of a conversion
         or redemption pursuant to this Certificate of Designations of less than
         all of the Series G Preferred Shares represented by a particular
         Preferred Stock Certificate, the Company shall promptly cause to be
         issued and delivered to the Holder of such Series G Preferred Shares a
         preferred stock certificate representing the remaining Series G
         Preferred Shares which have not been so converted or redeemed.

                  (6) Reservation of Shares. The Company shall, so long as any
         of the Series G Preferred Shares are outstanding, reserve and keep
         available out of its authorized and unissued Common Stock, solely for
         the purpose of effecting the conversion of the Series G Preferred
         Shares, such number of shares of Common Stock as shall from time to
         time be sufficient to effect the conversion of all of the Series G
         Preferred Shares then outstanding; provided, that the number of shares
         of Common Stock so reserved shall at no time be less than 125% of the
         aggregate number of shares of Common Stock for which (a) the Series G
         Preferred Shares are at any time convertible and (b) the dividends on
         the Series G Preferred Shares pursuant to Section 7 hereof are payable
         (calculated as of any date by dividing (x) $2,000,000 (less any
         dividends paid prior to such date) by (y) 90% times the amount equal to
         the average of the Closing Bid Prices for the ten trading days
         immediately preceding such date); provided, further, that such shares
         of Common Stock so reserved shall be allocated for issuance upon
         conversion of Series G Preferred Shares pro rata among the Holders of
         Series G Preferred Shares based on the number of Series G Preferred
         Shares held by such Holder relative to the total number of outstanding
         Series G Preferred Shares.

                  (7) Dividends. The Holders of the outstanding Series G
         Preferred Shares shall be entitled to receive cumulative dividends at
         the rate of 5% per annum of the Stated Value per Series G Preferred
         Share. Such dividends shall be payable quarterly in arrears on the last
         day of March, June, September and December of each year, commencing on

                                      -18-
<PAGE>   20
         June 30, 2000 (each of such dates being a "DIVIDEND PAYMENT Date").
         Such dividend shall accrue on each Series G Preferred Share from the
         Initial Issuance Date (with appropriate proration for any partial
         dividend period) and shall accrue from day-to-day, whether or not
         earned or declared. Dividend payments made with respect to Series G
         Preferred Shares shall be made, subject to the terms hereof, in cash
         when and as declared by the Board of Directors out of funds legally
         available therefor, or at the option and in the sole discretion of the
         Board of Directors of the Company, in full or in part, by issuing
         validly issued, fully paid and nonassessable shares of Common Stock
         (such shares of Common Stock "DIVIDEND SHARES"); provided that the
         shares of Common Stock so issued are covered by an effective
         Registration Statement or may otherwise be sold without limitation in
         accordance with Rule 144(k) under the 1933 Act. The number of shares of
         Common Stock to be so issued shall be equal to the quotient of (a) the
         amount of the dividend to be paid on such Dividend Payment Date which
         is not being paid in cash, divided by (b) 90% times the amount equal to
         the average of the Closing Bid Prices for the ten trading days
         immediately preceding such date. If the Board of Directors shall elect
         to pay any part of a dividend by such issuance of Common Stock, the
         Company shall provide notice (the "COMMON STOCK ELECTION NOTICE") to
         such effect to the Holders of the Series G Preferred Shares by no later
         than thirty (30) days prior to the applicable Dividend Payment Date. If
         the Company shall not provide a Common Stock Election Notice, the
         applicable dividend shall be paid in cash. The issuance of such Common
         Stock (plus the amount of cash dividend, if any, paid together
         therewith) shall constitute full payment of such dividend. In no event
         shall an election by the Board of Directors to pay dividends, in full
         or in part, in cash on any Dividend Payment Dates preclude the Board of
         Directors from electing any other available alternative in respect of
         all or any portion of any subsequent dividend.

                  (8) Liquidation, Dissolution, Winding-Up. In the event of any
         voluntary or involuntary liquidation, dissolution or winding up of the
         Company, the Holders of the Series G Preferred Shares shall be entitled
         to receive in cash out of the assets of the Company, whether from
         capital or from earnings available for distribution to its stockholders
         (the "PREFERRED FUNDS"), after payment to holders of indebtedness
         specifically senior in rank to the Series G Preferred Stock but before
         any amount shall be paid to the holders of any of the capital stock of
         the Company of any class junior in rank to the Series G Preferred
         Shares in respect of the preferences as to the distributions and
         payments on the liquidation, dissolution and winding up of the Company,
         an amount per Series G Preferred Share equal to the product of (x) 125%
         and (y) the sum of (i) the Stated Value and (ii) all accrued and unpaid
         dividends thereon (such sum being referred to as the "LIQUIDATION
         VALUE"); provided, that if the Preferred Funds are insufficient to pay
         the full amount due to the holders of Series G Preferred Shares and
         holders of shares of other classes or series of preferred stock of the
         Company that are of equal rank with the Series G Preferred Shares as to
         payments of Preferred Funds (the "PARI PASSU SHARES"), then each holder
         of Series G Preferred Shares and Pari Passu Shares shall receive a
         percentage of the Preferred Funds equal to the full amount of Preferred
         Funds payable to such holder as a liquidation preference, in accordance
         with their respective Certificate of Designations, as a percentage of
         the full amount of Preferred Funds payable to all holders

                                      -19-
<PAGE>   21
         of Series G Preferred Shares and Pari Passu Shares. The purchase or
         redemption by the Company of stock of any class, in any manner
         permitted by law, shall not, for the purposes hereof, be regarded as a
         liquidation, dissolution or winding up of the Company. Neither the
         consolidation or merger of the Company with or into any other Person,
         nor the sale or transfer by the Company of less than substantially all
         of its assets, shall, for the purposes hereof, be deemed to be a
         liquidation, dissolution or winding up of the Company.

                  (9) Preferred Rank. All shares of Common Stock of the Company
         shall be of junior rank to all Series G Preferred Shares in respect to
         the preferences as to distributions and payments upon the liquidation,
         dissolution and winding up of the Company. All other shares of
         preferred stock shall not be of senior rank to all Series G Preferred
         Shares in respect to the preferences as to distributions and payments
         upon the liquidation, dissolution and winding up of the Company. As
         long as the Series G Preferred Shares initially issued remain
         outstanding, then without the prior express written consent of the
         holders of not less than two-thirds (2/3) of the then outstanding
         Series G Preferred Shares, the Company shall not hereafter authorize or
         issue additional or other capital stock that is of senior rank or rank
         pari passu to the Series G Preferred Shares in respect of the
         preferences as to distributions and payments upon the liquidation,
         dissolution and winding up of the Company. Without the prior express
         written consent of the holders of not less than two-thirds (2/3) of the
         then outstanding Series G Preferred Shares, the Company shall not
         hereafter authorize or make any amendment to the Company's Articles of
         Incorporation or bylaws, or file any resolution of the board of
         directors of the Company with the Delaware Secretary of State
         containing any provisions, which would adversely affect or otherwise
         impair the rights or relative priority of the holders of the Series G
         Preferred Shares relative to the holders of the Common Stock or the
         holders of any other class of capital stock. In the event of the merger
         or consolidation of the Company with or into another corporation, the
         Series G Preferred Shares shall maintain their relative powers,
         designations and preferences provided for herein and no merger shall
         result inconsistent therewith.

                  (10) Restriction on Redemption and Cash Dividends with respect
         to Other Capital Stock. Until all of the Series G Preferred Shares have
         been converted or redeemed as provided herein, the Company shall not,
         directly or indirectly, declare or pay any cash dividend or
         distribution on its Common Stock without the prior express written
         consent of the holders of not less than two-thirds (2/3) of the then
         outstanding Series G Preferred Shares, unless full dividends on all
         outstanding Series G Preferred Shares have been paid in full for all
         past dividend periods and the dividends on all outstanding Series G
         Preferred Shares for the then current dividend period shall have been
         paid or declared and sufficient funds set apart for payment thereof and
         there are no payments of any kind due to any holder of Series G
         Preferred Shares.

                                      -20-
<PAGE>   22

                  (11)     Voting Rights and Related Matters.

                           (a) The Holders of the outstanding Series G Preferred
         Shares shall have no voting rights, except as required by law,
         including, but not limited to, the laws of the State of Delaware, and
         as expressly provided in this Certificate of Designations.

                           (b) The affirmative vote at a meeting duly called for
         such purpose or the written consent without a meeting, of the holders
         of not less than two-thirds (2/3) of the then outstanding Series G
         Preferred Shares, shall be required for any change to this Certificate
         of Designations or the Company's Articles of Incorporation which would
         amend, alter, change or repeal any of the powers, designations,
         preferences and rights of the Series G Preferred Shares.

                  (12) Lost or Stolen Certificates. Upon receipt by the Company
         of evidence satisfactory to the Company of the loss, theft, destruction
         or mutilation of any Preferred Stock Certificates representing the
         Series G Preferred Shares, and, in the case of loss, theft or
         destruction, of any indemnification undertaking by the holder to the
         Company and, in the case of mutilation, upon surrender and cancellation
         of the Preferred Stock Certificate(s), the Company shall execute and
         deliver new Preferred Stock Certificate(s) of like tenor and date;
         provided, however, the Company shall not be obligated to re-issue
         Preferred Stock Certificates if the holder contemporaneously requests
         the Company to convert such Series G Preferred Shares into Common
         Stock.

                                      -21-
<PAGE>   23
                                    EXHIBIT I

                          DURAMED PHARMACEUTICALS, INC.
                                CONVERSION NOTICE

Reference is made to the Certificate of the Designations, Preferences, Rights
and Privileges of the 5% Cumulative Preferred Stock, Series G Pursuant to
Section 151 of the Delaware General Corporation Law (the "CERTIFICATE OF
DESIGNATIONS"). In accordance with and pursuant to the Certificate of
Designations, the undersigned hereby elects to convert the number of shares of
Series G Convertible Preferred Stock, stated value $100.00 per share (the
"SERIES G PREFERRED SHARES"), of Duramed Pharmaceuticals, Inc., a Delaware
corporation (the "COMPANY"), indicated below into shares of Common Stock, par
value $.01 per share (the "COMMON STOCK"), of the Company, by tendering the
stock certificate(s) representing the share(s) of Series G Preferred Shares
specified below as of the date specified below.

   Date of Conversion:
                                             ----------------------------------

   Number of Series G
   Preferred Shares to be converted:
                                             ----------------------------------

   Stock certificate no(s). of Series G
   Preferred Shares to be converted:
                                             ----------------------------------

Please confirm the following information:

   Conversion Price:
                                             ----------------------------------

   Number of shares of Common Stock
   to be issued:
                                             ----------------------------------

Please issue and deliver the Common Stock and, if applicable, any check drawn on
an account of the Company into which the Series G Preferred Shares are being
converted in the following name and to the following address:

     Issue to:
                                             ----------------------------------

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

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

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

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

     Facsimile Number:
                                             ----------------------------------

     Authorization:
                                             ----------------------------------
                                             By:
                                                -------------------------------
                                             Title:
                                                   ----------------------------

     Dated:
                                             ----------------------------------