<PAGE>

                                                                     EXHIBIT 3.4

                         CERTIFICATE OF DESIGNATION OF
                           RIGHTS AND PREFERENCES OF
                          SERIES A PREFERRED STOCK  OF
                           SPECTRUMEDIX CORPORATION
                            -------------------------

          SpectruMedix Corporation, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

          FIRST: That the name of the Corporation is SpectruMedix Corporation,
and the original certificate of incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on April 16, 1992 under the name
Premier American Technologies Corp. and the Second Amended and Restated
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on September 16, 1997.

          SECOND: That the Certificate of Incorporation of the Corporation
authorizes the issuance of 2,000,000 shares of preferred stock, with the Board
of Directors of the Corporation authorized to establish the rights and
preferences thereof in accordance with Section 151(g) of the Delaware General
Corporation Law.

          THIRD:  That, on July 30, 1999, the Board of Directors of the
Corporation duly adopted resolutions setting forth the rights and preferences of
the Series A Preferred Stock.

          FOURTH:  That the rights and preferences of the Series A Preferred
Stock shall be as follows:

          1.  Designation; Number of Shares. The Corporation hereby authorizes
              -----------------------------
the issuance of a series of preferred stock, to be called the "Series A
Preferred Stock." The total number of shares of Series A Preferred Stock that
the Corporation shall have the authority to issue is 2,000.

          2.  Dividends; Ranking.  Holders of Series A Preferred Stock shall be
              ------------------
entitled to receive dividends only as and when the Corporation shall declare and
pay dividends in respect of its Common Stock, and absent such a declaration, no
dividends shall be payable, accrue or accumulate in respect of shares of Series
A Preferred Stock.  If the Corporation shall declare a dividend in respect of
its Common Stock, each Holder of Series A Preferred Stock shall be paid in an
amount equal to the dividend that would be payable if such Holder had converted
his shares of Series A Preferred Stock into shares of Common Stock immediately
prior to the record date for the payment of such dividend at the Conversion
Price then in effect.

          3.  Liquidation Preference.  In the event of any voluntary or
              ----------------------
involuntary liquidation, dissolution or winding-up of the Corporation, the
Holders of the Series A Preferred Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to stockholders, before any
distribution of assets shall be made to the Holders of the Common Stock of the
Corporation or any other stock of the Corporation ranking junior to the Series A
Preferred Stock as to any such distribution, an amount in cash for each share
equal to $1,000.00 (subject to equitable adjustment in the event of any stock
dividend, stock split, combination, reorganization, recapitalization,
reclassification or other similar event affecting such shares) plus
<PAGE>

all declared and unpaid dividends for each share of Series A Preferred Stock, if
any (collectively, the "Liquidation Preference"). If upon any voluntary or
                        ----------------------
involuntary liquidation, dissolution or winding-up of the Corporation, the
amounts payable with respect to the Series A Preferred Stock and any other stock
of the Corporation ranking as to any such distribution on a parity with the
Series A Preferred Stock shall not be paid in full, then the Holders of the
Series A Preferred Stock and such parity stock shall share ratably in any such
distribution of assets of the Corporation in proportion to the full preferential
amounts to which they are entitled. The merger of the Corporation with or into
any other corporation, or the sale of substantially all the assets of the
Corporation in consideration for the issuance of equity securities of another
corporation, shall not be regarded as a liquidation, dissolution or winding-up
of the Corporation within the meaning of this Section 2, but no merger or sale
of assets shall in any way impair the rights, preferences, privileges or
priorities of the Series A Preferred Stock.

          4.  Redemption.
              ----------
          (a)  Optional Redemption by Corporation. Subject to the right of the
               ----------------------------------
Holders of Series A Preferred Stock to convert such shares into Common Stock, as
provided in Section 6 hereof, the Corporation, at its option, may redeem the
whole or any part of the outstanding Series A Preferred Stock on any Redemption
Date (as hereinafter defined) by paying in cash a redemption price in an amount
equal to the Liquidation Preference per share. Redemptions of less than all of
the outstanding Series A Preferred Stock pursuant to this Section 4(a) shall be
apportioned among the Holders in accordance with Section 4(b) below.

          (b)  Notice of Redemption. Any redemption of the Series A Preferred
               --------------------
Stock pursuant to Section 4(a) may be made only if prior notice is given by the
Corporation at least 20 days but not more than 60 days prior to the date fixed
for such redemption (a "Redemption Date") to all Holders of record of the Series
                        ---------------
A Preferred Stock at their respective addresses appearing on the books of the
Corporation. Such notice shall specify (i) the number of shares being redeemed,
(ii) the Redemption Date, and (iii) the redemption price and an amount equal to
all dividends accrued and unpaid thereon, if any, to and including the
Redemption Date. From and after the date fixed in such notice as the Redemption
Date (unless default shall have been made by the Corporation in providing monies
for the payment in full of the redemption price and an amount equal to all
accrued and unpaid dividends on the Series A Preferred Stock to and including
the Redemption Date), all dividends upon the shares of the Series A Preferred
Stock that are redeemed shall cease to accrue, and all rights of the Holders
thereof as stockholders of the Corporation (except the right to receive payment
in full of the redemption price and an amount equal to all accrued and unpaid
dividends to and including the Redemption Date) shall cease; or, if the
Corporation shall so elect and so state in the notice of redemption, from and
after the date (which date shall be the Redemption Date or a date prior thereto)
on which the Corporation shall deposit as a trust fund for the benefit of the
Holders of shares called for redemption with a bank or trust company with a
combined capital surplus of at least $50,000,000 doing business in New York, New
York, as paying agent, monies sufficient in the amount to pay at the office of
such paying agent, on the Redemption Date, the redemption price, together with
an amount equal to all accrued and unpaid dividends to and including the
Redemption Date (provided that notice of redemption shall state the name and
address of such paying agent and the intention of the Corporation to deposit
such monies on or before the Redemption Date with such paying agent), all
dividends on shares of the Series A Preferred Stock that are to be redeemed

                                      -2-
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shall cease to accrue and all rights of the Holders thereof as stockholders of
the Corporation, except the right to receive payment of the redemption price and
an amount equal to all accrued and unpaid dividends to and including the
Redemption Date, shall thereupon cease. All monies so deposited with the paying
agent which shall remain unclaimed by the Holders of shares of the Series A
Preferred Stock so called for redemption at the end of three calendar years
after the Redemption Date shall be paid by the paying agent to the Corporation
and thereafter the Holders of the Series A Preferred Stock shall look only to
the Corporation for payment.

          (c)  Shares Retired. All shares of the Series A Preferred Stock
               --------------
redeemed by the Corporation shall be retired and cancelled and shall not be
reissued.

          5. Conversion of Series A Preferred Stock.
             --------------------------------------

          (a)  Right to Convert. Each Holder of Series A Preferred Stock shall
have the right, at such Holder's option, to convert all or any portion of such
Holder's shares of Series A Preferred Stock into such number of fully paid and
nonassessable shares of Common Stock, at such Holder's option ("Conversion
                                                                ----------
Stock"), as is equal to the quotient obtained by dividing (1) $1,000.00, by (2)
-----
the Conversion Price (as last adjusted and then in effect) for the shares of
Series A Preferred Stock being converted, by surrender of the certificates
representing the shares of Series A Preferred Stock to be converted in the
manner provided in Section 5(b) hereof. The initial Conversion Price shall be
$2.50 per share of Common Stock, and shall be subject to adjustment as provided
in Section 6 hereof. The Holder of any shares of Series A Preferred Stock
converted in accordance with the provisions of this Section 5 shall be entitled
to payment of any declared but unpaid dividends thereon on the Series A
Preferred Stock to be converted to the date of issuance by the Corporation of
the shares of Conversion Stock.

                    (i)   Notwithstanding the delivery by the Corporation of a
     notice of redemption pursuant to Section 4(b) hereof, any Holder of Series
     A Preferred Stock may, by delivery of an irrevocable notice (the "Exemption
                                                                       ---------
     Notice") to the Corporation not less than five (5) days prior to the
     ------
     Redemption Date, elect to convert, in full or in part, such Holder's shares
     of Series A Preferred Stock into Conversion Stock. Upon delivery of an
     Exemption Notice, the right of the Corporation to redeem the shares of
     Series A Preferred Stock that are the subject of the Exemption Notice shall
     irrevocably terminate, and the subject shares of Series A Preferred Stock
     shall remain outstanding for all purposes hereunder until such time as they
     are converted into shares of Conversion Stock.

                    (ii)  The conversion rights of any share of Series A
     Preferred Stock redeemed hereunder shall terminate on the Redemption Date
     for such share unless the Corporation has failed to pay to the Holder
     thereof the Liquidation Preference of such share.

          (b)  Exercise of Conversion Right. The Holder of any shares of Series
               ----------------------------
A Preferred Stock may exercise the conversion right pursuant to Section 5(a)
hereof by delivering to the Corporation during regular business hours, at the
office of any transfer agent of the Corporation for the Series A Preferred
Stock, or at such other place as may be designated by the Corporation, the
certificate or certificates for the shares of the shares to be converted, duly
endorsed or assigned in blank to the Corporation, accompanied by written notice
(a "Conversion
    ----------

                                      -3-
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Notice") stating that such Holder elects to convert all or a specified portion
------
of such shares and stating the name or names (with address) in which the
certificate or certificates for the shares of Conversion Stock are to be issued
and the class or classes of Conversion Stock to be issued; provided, however,
                                                           --------  -------
that, if such name or names are other than that of the Holder, such issuance of
Conversion Stock is permitted by applicable Federal and state securities laws.
The date of receipt of such certificate or certificates and notice by the
Corporation or transfer agent, as the case may be, shall be the conversion date
(the "Conversion Date"). As soon as practicable after the Conversion Date, but
      ---------------
in any event within ten (10) Business Days thereafter, the Corporation shall
issue and deliver to the Holder, or upon the written order of such Holder, to
the place designated by such Holder, (i) a certificate or certificates for the
number of full shares of Conversion Stock to which such Holder is entitled (ii)
a check or cash in respect of any fractional interest in a share of Common
Stock, as provided in Section 5(c) hereof, payable with respect to the shares of
Series A Preferred Stock so converted up to and including the Conversion Date
and (iii) a check or cash representing declared but unpaid dividends, if any, on
the Series A Preferred Stock converted in accordance with Section 5(a). The
person in whose names the certificate or certificates for Conversion Stock are
to be issued shall be deemed to have become a stockholder of record on the next
succeeding date on which the transfer books are open, but the Conversion Price
shall be that in effect on the Conversion Date. Upon conversion of only a
portion of the number of shares covered by a certificate representing shares of
Series A Preferred Stock surrendered for conversion, the Corporation shall issue
and deliver to or upon the written order of the Holder of the certificate so
surrendered for conversion, at the expense of the Corporation, a new certificate
covering the number of shares of Series A Preferred Stock representing the
unconverted portion of the certificate so surrendered.

          (c) No Fractional Shares.  No fractional shares of Conversion Stock or
              --------------------
scrip shall be issued upon conversion of shares of Series A Preferred Stock.  If
more than one share of Series A Preferred Stock shall be surrendered for
conversion at any one time by the same Holder, the number of full shares of
Conversion Stock issuable upon conversion thereof shall be computed using the
aggregate number of shares of Series A Preferred Stock so surrendered.  Instead
of issuing any fractional shares of Conversion Stock that would otherwise be
issuable upon conversion of any shares of Series A Preferred Stock, the
Corporation shall make payment to such Holder, in cash, of an amount equal to
the fraction of a share of Conversion Stock otherwise issuable to such Holder,
multiplied by the Market Price on the Business Day immediately prior to
conversion.

          (d) Stamp Taxes, Etc.  The Corporation shall pay all documentary,
              ----------------
stamp or other transactional taxes or governmental charges attributable to the
issuance or delivery of shares of capital stock of the corporation upon
conversion of any shares of Series A Preferred Stock; provided, however, that
                                                      --------  -------
the Corporation shall not be required to pay any taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificate
of such shares in a name other than that of the Holder of the shares of Series A
Preferred Stock in respect of which such shares are being issued.

          (e) Reservation of Common Stock.  The Corporation shall reserve, free
              ---------------------------
from preemptive rights, out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of
Series A Preferred Stock and the conversion, exercise and exchange of all other
outstanding Convertible Securities and Options sufficient

                                      -4-
<PAGE>

shares to provide for the conversion of all outstanding shares of Series A
Preferred Stock and all other outstanding Convertible Securities and Options.
The Corporation shall take all such actions as may be necessary to assure that
all such shares of Common Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Common Stock may be listed (except for
official notice of issuance which shall be immediately delivered by the
Corporation upon each such issuance). The Corporation shall not take any action
which would cause the number of authorized but unissued shares of Common Stock
to be less than the number of such shares required to be reserved hereunder for
issuance upon conversion of the Series A Preferred Stock.

          (f)  No Liens.  All shares of Conversion Stock which may be issued in
               --------
connection with the conversion provisions set forth herein will, upon issuance
by the Corporation, be validly issued, fully paid and nonassessable and free
from all taxes, liens or charges with respect thereto created or imposed by the
Corporation.

          (g)  No Impairment.  The Corporation shall not, by amendment of its
               -------------
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but shall at all times in good faith assist in the carrying out of
all provisions of Section 5 and 6 and in the taking of all such action as may be
necessary or appropriate to protect the conversion rights of the Holders of the
Series A Preferred Stock against impairment.

          6. Adjustment of Exercise Price and Number of Shares of Common Stock.
             -----------------------------------------------------------------
The applicable Conversion Price for the Series A Preferred Stock shall be
subject to adjustment from time to time as hereinafter provided for in this
Section 6.

          (a)  Stock Dividends. In case at any time the Corporation shall
               ---------------
declare a dividend or make any other distribution upon the Common Stock of the
Corporation which is payable in Common Stock or Convertible Securities, the
Conversion Price in effect immediately prior to such dividend or other
distribution shall be proportionately reduced and the number of shares of Common
Stock issuable upon conversion of the Series A Preferred Stock immediately prior
to such dividend or other distribution shall be proportionately increased.

          (b)  Subdivision or Combination of Stock. In case the Corporation
               -----------------------------------
shall at any time subdivide the outstanding shares of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of shares
issuable upon conversion of the Series A Preferred Stock immediately prior to
such subdivision shall be proportionately increased, and conversely, in case the
outstanding shares of Common Stock shall be combined at any time into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased and the number of shares issuable
upon conversion of the Series A Preferred Stock immediately prior to such
combination shall be proportionately reduced.

          (c) Adjustments for Consolidation, Merger, Sale of Assets,
              ------------------------------------------------------
Reorganization, etc. In case the Corporation (i) consolidates or merges with or
-------------------
into any other corporation and the Corporation shall not have exercised its
rights to redeem this Series A Preferred Stock under

                                      -5-
<PAGE>

Section 4(a) hereof, or (ii) transfers all or substantially all of its
properties and assets to any other corporation and the Corporation shall not
have exercised its rights to redeem this Series A Preferred Stock under Section
4(a) hereof, or (iii) effects a capital reorganization or reclassification of
the capital stock of the Corporation in such a way that holders of Common Stock
shall be entitled to receive stock, securities, cash or assets with respect to
or in exchange for Common Stock, then, and in each such case, proper provision,
in form and substance reasonably satisfactory to the Holders of 66-2/3% of the
Series A Preferred Stock then outstanding, shall be made so that, upon the basis
and upon the terms and in the manner provided in this Section 6(c), upon the
conversion of the Series A Preferred Stock at any time after the consummation of
such consolidation, merger, transfer, reorganization or reclassification, each
Holder shall be entitled to receive (at the Conversion Price in effect for
shares issuable upon such conversion of the Series A Preferred Stock immediately
prior to such consummation), in lieu of shares issuable upon such conversion of
the Series A Preferred Stock prior to such consummation, the stock and other
securities, cash and assets to which such Holder would have been entitled upon
such consummation if such Holder had so converted such Series A Preferred Stock
immediately prior thereto. The Corporation shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity (if other than the Corporation) resulting from consolidation or
merger or the entity purchasing such assets assumes by written instrument, the
obligation to deliver to each such Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

          (d)  Notice of Adjustment. Whenever the number of shares issuable upon
               --------------------
the conversion of the Series A Preferred Stock or the Conversion Price is
adjusted, as provided in this Section, the Corporation shall prepare and mail to
each Holder a certificate setting forth (i) the Conversion Price and the number
of shares issuable upon the conversion of the Series A Preferred Stock after
such adjustment, (ii) a brief statement of the facts requiring such adjustment
and (iii) the computation by which such adjustment was made.

          (e)  Treasury Shares. The number of shares of Common Stock outstanding
               ---------------
at any given time shall not include shares of Common Stock owned or held by or
for the account of the Corporation. The disposition of any shares of Common
Stock owned or held by or for the account of the Corporation shall be considered
an issue of Common Stock for the purposes of this Section 6.

          (f)  Certain Adjustment Rules.
               ------------------------

               (i)   The provisions of this Section 6 shall similarly apply to
successive transactions.

               (ii)  If the Corporation shall declare any dividend referred to
in Section 6(a) and if any Holder converts all or any part of the Series A
Preferred Stock after such declaration, but before the payment of such dividend,
the Corporation may elect to defer, until the payment of such dividend, issuing
to such Holder the shares of Common Stock issuable upon such conversion over and
above the shares issuable upon such conversion on the basis of the Conversion
Price in effect prior to such adjustment; provided, however, that the
Corporation shall deliver to each such Holder a due bill or other appropriate
instrument evidencing such Holder's right to receive such additional shares upon
the payment of such dividend.

                                      -6-
<PAGE>

               (iii) If the Corporation shall declare any dividend referred to
in Section 6(a) and shall legally abandon such dividend prior to payment, then
no adjustment shall be made pursuant to this Section 6 in respect of such
declaration.

          7. Voting Rights.
             -------------

          (a)  Except to the extent required by the Delaware General Corporation
Law, each Holder of outstanding shares of Series A Preferred Stock shall be
entitled to the number of votes equal to the number of whole shares of Common
Stock into which such shares of Series A Preferred Stock are convertible (as
adjusted from time to time pursuant to Section 6 hereof), at each meeting of
stockholders of the Corporation (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Corporation for their action or consideration.

          (b)  Notwithstanding the provisions of Section 7(a), so long as any
shares of Series A Preferred Stock shall be outstanding, the affirmative vote or
written consent of the Holders of 66-2/3% of the Series A Preferred Stock then
outstanding, voting or consenting separately as a class, shall be required for
the Corporation to:

               (i)   amend or repeal any provision of, or add any provision to,
     the Corporation's Certificate of Incorporation or By-laws if such action
     would change the preferences, rights, privileges or powers of, or the
     restrictions provided for the benefit of, the Series A Preferred Stock, or
     increase or decrease the number of shares of Series A Preferred Stock
     authorized hereby;

               (ii)  authorize or issue shares of any class or series of stock
     having any preference or priority as to the right to receive either
     dividends or amounts distributable upon liquidation, dissolution or winding
     up of the Corporation superior to any such preference or priority of the
     Series A Preferred Stock, or authorize or issue shares of stock of any
     class or series of any bonds, debentures, notes or other obligations
     convertible into or exchangeable for, or having option rights to purchase,
     any  securities of the Corporation having any preference or priority as to
     the right to receive either dividends or amounts distributable upon
     liquidation, dissolution or winding up of the Corporation superior to any
     such preference or priority of the Series A Preferred Stock; or

               (iii) reclassify any class or series of any Common Stock into
     securities having any preference or priority as to the right to receive
     either dividends or amounts distributable upon liquidation, dissolution or
     winding up of the Corporation superior to any such preference or priority
     of the Series A Preferred Stock.

          8. Definitions.
             -----------

          (a) "Business Day" shall mean any day that is not a Saturday, a Sunday
               ------------
or a day on which banks are required or authorized by law to be closed in the
City of New York, New York.

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          (b) "Common Stock" shall mean the common stock of the Corporation, par
               ------------
value $.00115 per share.

          (c) "Conversion Date" has the meaning specified in Section 5(b)
               ---------------
hereof.

          (d) "Conversion Notice" has the meaning specified in Section 5(b)
               -----------------
hereof.

          (e) "Conversion Stock" has the meaning specified in Section 5(a)(i)
               ----------------
hereof.

          (f) "Convertible Securities" means any evidences of indebtedness,
               ----------------------
shares of stock, or other securities directly or indirectly convertible into or
exchangeable for Common Stock.

          (g) "Corporation" shall mean SpectruMedix Corporation, a corporation
               -----------
organized and existing under the laws of the State of Delaware.

          (h) "Exemption Notice" has the meaning specified in Section 5(a)(ii)
               ----------------
hereof.

          (i) "Holder" shall mean any holder of shares of Series A Preferred
               ------
Stock.

          (j) "Issue" means to grant, issue, sell, assume, or fix a record date
               -----
for determining persons entitled to receive, any security (including Options),
whichever of the foregoing is the first to occur.

          (k) "Liquidation Preference" has the meaning specified in Section 3
               ----------------------
hereof.

          (l) "Market Price" means the average of the closing prices of any
               ------------
security's sales on the principal securities exchange on which such security may
at the time be listed, or, if there have been no sales on such exchange on any
day, the average of the highest bid and lowest asked prices on such exchange at
the end of such day, or, if on any day such security is not so listed, the
average of the representative bid and asked prices quoted in the NASDAQ System
as of 4:00 P.M., New York time, or, if on any day such security is not quoted in
the NASDAQ System, the average of the highest bid and lowest asked prices on
such day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization, in each
such case averaged over a period of 21 days consisting of the day as of which
"Market Price" is being determined and the 20 consecutive business days prior to
such day. If at any time such security is not listed on any securities exchange
or quoted in the NASDAQ System or the over-the counter market, the "Market
Price" shall be the fair value thereof determined in good faith by the Board of
Directors of the Corporation.

          (m) "Option" means any right, option, or warrant to subscribe for,
               ------
purchase, or otherwise acquire Common Stock or Convertible Securities.

          (n) "Person" shall mean any corporation, natural person, firm, joint
               ------
venture, partnership, trust, unincorporated organization, enterprise,
government or any department or agency of any government.

          (o) "Series A Preferred Stock" has the meaning assigned to such term
               ------------------------
in Section 1 hereof.

                                      -8-
<PAGE>

          (p) "Redemption Date" has the meaning specified in Section 4(b)
               ---------------
hereof.

          9.  Registration of Transfer.  The Corporation shall keep at its
              ------------------------
principal office a register for the registration of Series A Preferred Stock.
Upon the surrender of any certificate representing Series A Preferred Stock at
such place, the Corporation shall, at the request of the record holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of shares represented by the surrendered certificate.  Each such new
certificate shall be registered in such name and shall represent such number of
shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series A Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series A Preferred
Stock represented by the surrendered certificate.

          10. Replacement.  Upon receipt of evidence reasonably satisfactory to
              -----------
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of Series A Preferred Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Series A Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such lost, stolen,
destroyed or mutilated certificate.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment this 28th day of July, 1999.

                              /s/ Joseph K. Adlerstein
                              ---------------------------------
                              Joseph K Adlerstein, Chairman and
                              Chief Executive Officer

                                      -9-