TABBED SCHEME USED
                                  VIATEL, INC.

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                           RIGHTS OF 7.50% CUMULATIVE
                 CONVERTIBLE PREFERRED STOCK SERIES B-1 DUE 2015


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NY01/MEEHT/490948.11     33

NY01/MEEHT/490948.11

                           CERTIFICATE OF DESIGNATIONS
     Viatel,  Inc.,  a  company  organized  and  existing  under  the  General
Corporation  Law  of  the  State  of  Delaware  (the  "Company"), certifies that
pursuant  to  the  authority  contained in its Certificate of Incorporation (the
"Certificate  of  Incorporation")  and  its  By-laws  (the  "By-laws"),  and  in
accordance  with  Section  151  of  the  General Corporation Law of the State of
Delaware,  the board of directors of the Company (the "Board of Directors") at a
meeting  duly  called  and held on January 31st, 2000, duly approved and adopted
the  following  resolution, which resolution remains in full force and effect on
the  date  hereof:
     RESOLVED,  that  pursuant to the authority vested in the Board of Directors
by  the  Certificate  of  Incorporation and By-laws, the Board of Directors does
hereby  create,  authorize  and  provide  for the issue of a series of Preferred
Stock having the following designation, voting powers, preferences and relative,
participating,  optional  and  other  special  rights:
     Certain  capitalized  terms  used  herein  are  defined  in  Section  16.
     1.   Number  and  Designation. The Company shall have a series of Preferred
Stock,  which shall be designated as its 7.50% Series B-1 Cumulative Convertible
Preferred Stock due 2015 (the "Series B-1 Preferred Stock"), par value $0.01 per
share,  with  325,000  shares  initially authorized. Unless otherwise specified,
references herein to any "Section" refer to the Section number specified in this
Certificate  of  Designation.
     2.   Issuance.  The  Company  may  issue up to 325,000 shares of Series B-1
Preferred  Stock  in  accordance with the Purchase Agreement; provided that, the
                                                              --------
aggregate  of  the  then  Outstanding  shares  of Series B-1 Preferred Stock and
Series  B-2  Preferred  Stock  shall  not  exceed  such  325,000  shares.
     3.   Registered  Form; Liquidation Preference; Registrar.  Certificates for
shares of Series B Preferred Stock shall be issuable only in registered form and
only  with  an  initial  Liquidation Preference of $1,072 per share. The Company
shall  serve  as  initial Registrar and Transfer Agent (the "Registrar") for the
Series  B  Preferred  Stock.
     4.   Registration;  Transfer.  Shares  of the Series B Preferred Stock have
not  been  registered  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act") and may not be resold, pledged or otherwise transferred prior
to  the  date  when they may be resold pursuant to Rule 144 under the Securities
Act  other  than  (i)  to  the  Company,  (ii)  pursuant  to  an  exemption from
registration  under  the  Securities  Act  or  (iii)  pursuant  to  an effective
registration statement under the Securities Act, in each case in accordance with
any  applicable  securities  laws  of any state of the United States. Until such
time  as  it  is no longer required pursuant to the Securities Act, certificates
evidencing the Series B Preferred Stock shall contain a legend (the "Restrictive
Legend")  evidencing  the  foregoing  restrictions  in  substantially  the  form
attached  hereto  as  Exhibit  A.
                      ----------
     5.   Paying Agent and Conversion Agent.  a)  The Company shall maintain (i)
an  office  or  agency where shares of Series B Preferred Stock may be presented
for  payment  (the  "Paying  Agent"),  (ii)  an office or agency where shares of
Series  B  Preferred  Stock  may  be  presented  for conversion (the "Conversion
Agent"),  and  (iii)  a  Registrar,  which shall be an office or an agency where
shares  of  Series  B Preferred Stock may be presented for transfer. The Company
may  appoint  the  Registrar,  the Paying Agent and the Conversion Agent and may
appoint  one  or  more  additional  paying  agents  and  one  or more additional
conversion  agents  in  such  other  locations  as  it shall determine. The term
"Paying  Agent"  includes  any additional paying agent, and the term "Conversion
Agent"  includes  any  additional  conversion  agent. The Company may change any
Paying Agent or Conversion Agent without prior notice to any holder. The Company
shall  notify  the  Registrar  of  the  name  and address of any Paying Agent or
Conversion  Agent  appointed  by the Company. If the Company fails to appoint or
maintain another entity as Paying Agent or Conversion Agent, the Registrar shall
act as such. Notwithstanding the foregoing, the Company or any of its Affiliates
may  act  as  Paying  Agent,  Registrar,  coregistrar  or  Conversion  Agent.
     (b)   Neither the Company nor the Registrar shall be required (i) to issue,
countersign  or  register  the  transfer  of  or  exchange any share of Series B
Preferred  Stock  during  a  period beginning at the opening of business 15 days
before  any  Redemption  Date (as defined under Section 10(d)) and ending at the
close of business on such Redemption Date or (ii) to register the transfer of or
exchange any share of Series B Preferred Stock so selected for redemption.  This
Section  5(b)  shall  not apply to any conversion of Series B Preferred Stock in
accordance  with  Section  12.
     (c)   If  shares  of Series B Preferred Stock are issued upon the transfer,
exchange  or  replacement  of  shares  of  Series  B Preferred Stock bearing the
Restrictive Legend, or if a request is made to remove such Restrictive Legend on
shares  of  Series  B Preferred Stock, the shares of Series B Preferred Stock so
issued shall bear the Restrictive Legend, or the Restrictive Legend shall not be
removed,  as  the  case  may be, unless the holders of such shares shall request
such  legend  be  removed,  and  outside  counsel  for  such  holders reasonably
determines  that  the  transfer  of  such  shares is no longer restricted by the
Securities  Act  and  outside counsel for the Company reasonably concurs in such
determination.
     (d)   Each  holder  of  a  share  of  Series  B  Preferred  Stock agrees to
indemnify  the  Company  and the Registrar against any liability that may result
from  the transfer, exchange or assignment by such holder of such holder's share
of Series B Preferred Stock in violation of any provision of this Certificate of
Designation  and/or  applicable  Federal  or  state  securities  law;  provided,
                                                                       --------
however,  that  such  indemnity shall not apply to acts of willful misconduct or
gross  negligence  on  the part of the Company or the Registrar, as the case may
be.
     (e)   Payments  due  on  the  shares  of  Series B Preferred Stock shall be
payable  at  the  office or agency of the Company maintained for such purpose in
The City of New York and at any other office or agency maintained by the Company
for  such  purpose.  If any such payment is in cash, it shall be payable by wire
transfer  (provided that appropriate wire instructions have been received by the
Registrar  at least 15 days prior to the applicable date of payment) to a United
States  dollar account maintained by the holder with, a bank located in New York
City;  provided  that  at the option of the Company payment of dividends in cash
       --------
may  be  made  by  check mailed to the address of the person entitled thereto as
such  address  shall  appear  in  the  Series  B  Preferred  Share  Register.
     6.   Dividend  Rights.
     (a)   The  Company  shall  pay,  and  the holders of the shares of Series B
Preferred Stock shall be entitled to receive, cumulative dividends from the date
of  initial  issuance  of  such  shares of Series B Preferred Stock at a rate of
7.50%  per  annum  on the amount of the then-effective Liquidation Preference of
the  shares of Series B Preferred Stock. Dividends will be computed on the basis
of a 360-day year of twelve 30-day months and will be payable in accordance with
Section  11  hereof.  Dividends  will be payable quarterly in arrears on May 31,
August  31,  November  30 and February 28 of each year (each a "Dividend Payment
Date"),  commencing  (subject to the next sentence) on May 31, 2000, for so long
as  any  shares  of Series B Preferred Stock are outstanding; provided, however,
that if such date is not a Business Day, then the Dividend Payment Date shall be
the next Business Day. The Company may elect not to declare dividend payments on
any  Dividend  Payment Date and shall not declare dividend payments prior to May
31,  2005; provided, however, that dividends on shares of the Series B Preferred
Stock  will  accrue  (including,  without  limitation,  for  the period from the
issuance  of  the Series B Preferred Stock through May 31, 2005, notwithstanding
the  prohibitions  set  forth  above) whether or not the Company has earnings or
profits,  whether  or  not  there are funds legally available for the payment of
such  dividends  and  whether  or not dividends are declared. Dividends, whether
declared  or  undeclared, will accumulate to the extent they are not paid on the
Dividend Payment Date for the period to which they relate. The Company will take
all actions required or permitted under the General Corporation Law of the State
of  Delaware  to  permit  the  payment  or accrual of dividends on the shares of
Series  B  Preferred  Stock.  On  each Dividend Payment Date, commencing May 31,
2000, to and including the May 31, 2005 Dividend Payment Date, accrued dividends
on  a  share  of  the Series B Preferred Stock for the preceding dividend period
shall  be  added cumulatively to and thereafter remain a part of the Liquidation
Preference  of  such  share.  Thereafter,  accrued  dividends  shall  be payable
quarterly  on  each Dividend Payment Date, commencing on August 31, 2005, to the
holders of record of the Series B Preferred Stock as of the close of business on
the  applicable  Dividend  Record  Date.  Accrued dividends that are not paid in
full  in  cash  on  any  such Dividend Payment Date (whether or not declared and
whether  or  not  there  are  sufficient funds legally available for the payment
thereof)  shall  be  added  cumulatively  to  the  Liquidation Preference on the
applicable  Dividend Payment Date and thereafter remain a part thereof.  Accrued
dividends  added  to the Liquidation Preference of a share of Series B Preferred
Stock  in  accordance  with  the  foregoing  provisions of this Section 6(a) are
sometimes  referred  to  in  this  Certificate  as "Accumulated Dividends".  For
purposes  of  determining  the amount of dividends "accrued" (i) as of the first
Dividend  Payment  Date  and as of any date that is not a Dividend Payment Date,
such  amount  shall  be  calculated on the basis of the rate per annum specified
above in this paragraph for the actual number of days elapsed from and including
the  Closing Date (in case of the first Dividend Payment Date and any date prior
to the first Dividend Payment Date ) or the last preceding Dividend Payment Date
(in  case of any other date) to the date as of which such determination is to be
made,  based  on  a 360-day year, and (ii) as of any Dividend Payment Date after
the first Dividend Payment Date, such amount shall be calculated on the basis of
such  rate  per annum based on a 360-day year of twelve 30-day months.  Whenever
the  Company  shall declare or pay any dividend on any Series B Preferred Stock,
the  holders  of  the Series B Preferred Stock shall be entitled to receive such
dividends  on  a  per  share  basis.
     (b)   In  addition  to  all  dividends  payable  pursuant  to Section 6(a),
whenever  the Company shall declare or pay any dividend on its Common Stock, the
holders  of  the  Series  B  Preferred  Stock  shall be entitled to receive such
dividends on a ratable as-converted basis (calculated as if all shares of Series
B  Preferred  Stock  had been converted directly or indirectly into Common Stock
and/or  Series  C  Preferred Stock).  Dividends payable pursuant to this Section
6(b)  shall  not  reduce  any  dividends  payable  pursuant  to  Section  6(a).
     7.   Payment of Dividends; Mechanics of Payment; Dividend Rights Preserved.
a)  Subject  to  Sections 6 and 11, dividends on any share of Series B Preferred
Stock  that  are  payable,  and are punctually paid or duly provided for, on any
Dividend  Payment Date shall be paid in arrears to the person in whose name such
share of Series B Preferred Stock (or one or more predecessor shares of Series B
Preferred  Stock)  is  registered at the close of business on the next preceding
May  15, August 15, November 15 and February 15 (each a "Dividend Record Date").
     (b)   Unless  full cumulative dividends on all outstanding shares of Series
B  Preferred  Stock  for  all past dividend periods shall have been declared and
paid,  or declared and a sufficient sum for the payment thereof set apart, then:
     (i)   no dividend (other than (A) with respect to Junior Shares, a dividend
payable  solely  in  any  Junior Shares, or (B) with respect to Parity Shares, a
dividend  payable  solely in Junior Shares or Parity Shares, or (C) with respect
to Parity Shares, a partial dividend paid pro rata on such Parity Shares and the
shares  of  Series B Preferred Stock) shall be declared or paid upon, or any sum
set apart for the payment of dividends upon, any Junior Shares or Parity Shares,
respectively;
     (ii)   no other distribution shall be declared or made upon, or any sum set
apart  for  the  payment  of any  distribution upon, any Junior Shares or Parity
Shares;
     (iii)   no Junior Shares or Parity Shares or any warrants, rights, calls or
options  (other than any cashless exercises of options or buybacks of options or
restricted  stock  from  present  or former employees, directors or consultants)
exercisable  for  or  convertible into any Parity Share or Junior Share shall be
purchased,  redeemed  or  otherwise  acquired  (other than in exchange for other
Junior  Shares  or  Parity Shares, respectively and other than conversion of (A)
Series  B-1 Preferred Stock into Series B-2 Preferred Stock, and vice versa, (B)
Series  B-2  Preferred  Stock  into  Series  C Preferred Stock, and (C) Series C
Preferred  Stock  into Common Stock and vice versa) by the Company or any of its
subsidiaries;  and
     (iv)   no  monies  shall  be paid into or set apart or made available for a
sinking  or other like fund for the purchase, redemption or other acquisition of
any  Junior  Shares  or  Parity Shares or any warrants, rights, calls or options
exercisable  for  or  convertible into any Parity Shares or Junior Shares by the
Company or any of its subsidiaries (other than any cashless exercises of options
or  option  buybacks).
     Except  as  provided  in  Sections  6, 12 or 13 hereof, holders of Series B
Preferred  Stock will not be entitled to any dividends, whether payable in cash,
property  or  stock,  in  excess  of  the  full  cumulative  dividends as herein
described.
     (c)   The  Company will notify the Registrar and make a public announcement
no  later  than  the  close  of  business on the tenth Business Day prior to the
Record  Date  for  each  dividend  as  to  whether  it  will  pay such dividend.
     (d)   Any  dividends  (other  than  Accumulated  Dividends) on any share of
Series  B  Preferred Stock may be paid, subject to Section 11, by the Company in
any  lawful  manner  (which shall include the establishment of a record date not
more  than  45  days  prior  to  the  payment thereof) not inconsistent with the
requirements  of  any  national  stock exchange or Commission recognized trading
market on which the shares of Series B Preferred Stock may be listed or admitted
to  trading,  and  upon  such  notice (which shall precede the record date by at
least  ten Business Days) as may be required by such exchange or trading market,
if,  after  notice given by the Company to the Registrar of the proposed payment
pursuant  to this clause (d), such manner of payment shall be deemed practicable
by  the  Registrar.
     (e)   Subject  to the foregoing provisions of this Section 7, each share of
Series  B  Preferred  Stock delivered under this Certificate of Designation upon
registration  of transfer of or in exchange for or in lieu of any other share of
Series  B  Preferred  Stock  shall carry the rights to dividends accumulated and
unpaid,  and  to  accrue,  that  were  carried  by such other shares of Series B
Preferred  Stock.
     (f)   The  holder  of  record of a share of Series B Preferred Stock at the
close  of  business  on  a  Dividend  Record Date with respect to the payment of
dividends  on the shares of Series B Preferred Stock will be entitled to receive
such  dividends  with  respect  to such share of Series B Preferred Stock on the
corresponding  Dividend  Payment  Date,  notwithstanding  the conversion of such
share  after  such Dividend Record Date and prior to such Dividend Payment Date.
     8.   Voting  Rights.  a)  The  holders  of  record  of  shares  of Series B
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided  in  this  Section  8  or  as  otherwise  provided  by  law.
     (b)   The  holders  of record of shares of Series B-1 Preferred Stock shall
be  entitled  to  vote  on  all matters that the holders of the Company's Common
Stock  are  entitled  to  vote  upon.
     (c)   In addition to the voting rights set forth above, the approval of the
holders  of  at  least  a  majority  of  the then Outstanding shares of Series B
Preferred  Stock voting or consenting, as the case may be, as one class, will be
required  for  the  Company  to:
     (i)   amend  the  Certificate  of  Incorporation,  this  Certificate  of
Designation or the By-Laws so as to (A) affect adversely the rights, preferences
(including,  without  limitation,  liquidation  preferences,  conversion  price,
dividend  rate  and Optional Redemption provisions), privileges or voting rights
of  holders  of  the  shares  of  Series  B  Preferred Stock, or (B) increase or
decrease  the  number  of  authorized  shares  of  Series  B  Preferred  Stock;
     (ii)   in  a  single  transaction  or  series  of  related  transactions,
consolidate  or  merge with or into, or sell, assign, transfer, lease, convey or
otherwise  dispose  of  all or substantially all of its assets to, any Person or
adopt  a plan of liquidation, except as expressly provided in Section 14 hereof;
     (iii)   enter  into,  or  permit any of its subsidiaries to enter into, any
agreement  that  would  impose material restrictions on the Company's ability to
honor the exercise of any rights of the holders of the Series B Preferred Stock;
     (iv)   authorize or create, modify the terms of or increase or decrease the
authorized  amount  of  any  Senior  Shares  or  Parity  Shares;
     (v)   issue  any shares of Series B Preferred Stock other than (a) pursuant
to  the terms of the Purchase Agreement as in effect on the Closing Date, or (b)
shares  of  the  Series B-1 Preferred Stock upon the conversion of shares of the
Series  B-2  Preferred  Stock  and  vice  versa;  or
     (vi)   after  March  9,  2005  (the  "Fifth Anniversary Date"), commence or
effect  any  tender  or exchange offer made by the Company or any Subsidiary for
all  or  any  portion  of  the  Common  Stock.
In addition to the voting rights set forth above, the approval of the holders of
at  least  a  majority  of  the  then Outstanding shares of Series B-1 Preferred
Stock,  other  than the Relinquishing Holders, voting or consenting, as the case
may  be,  as  one class, will be required for the Company to, on or prior to the
Fifth  Anniversary Date, commence or effect any tender or exchange offer made by
the  Company  or  any Subsidiary for all or any portion of the Common Stock.  No
amendment  shall  be made to this Certificate of Designations without making the
same  amendment  to  the  corresponding  provision  (if  any)  to the Series B-2
Certificate  of  Designations  (and  vice  versa).

     (d)   For  so  long as members of the HMTF Group own any combination of the
shares  of  Series  B Preferred Stock issued to members of the HMTF Group on the
Closing  Date  under the Purchase Agreement (the "HMTF Issued Series B Preferred
Shares") and shares of Common Stock issued upon conversion of HMTF Issued Series
B  Preferred  Shares  that,  taken together, would represent (if all HMTF Issued
Series  B  Preferred  Shares  were converted) an amount of Common Stock issuable
upon conversion of 50% or more of the HMTF Issued Series B Preferred Shares, the
HMTF  Holders, voting as a single class, shall be entitled to elect one director
to  serve  on  the  Board  of Directors at any annual meeting of stockholders or
special  meeting  held  in  place  thereof,  or at a special meeting of the HMTF
Holders  called  as  hereinafter  provided.  If  directors  of  the  Company are
generally  entitled  to  three year terms and a director has been elected by the
HMTF  Holders  pursuant  to  this paragraph, no subsequent election need be held
pursuant  to  this  paragraph  prior  to  the expiration of such three year term
unless  a  vacancy  shall  exist in the office of a director elected by the HMTF
Holders. At any time after voting power to elect such director shall have become
vested and be continuing in the HMTF Holders pursuant to this paragraph, or if a
vacancy shall exist in the office of a director elected by the HMTF Holders at a
time  when  the  HMTF  Holders are entitled to elect a director pursuant to this
paragraph,  a proper officer of the Company may, and upon the written request of
the  holders  of record of at least twenty-five percent (25%) of the HMTF Issued
Series B Preferred Shares then Outstanding held by the HMTF Holders addressed to
the  Secretary  of the Company shall, call a special meeting of the HMTF Holders
for  the  purpose  of  electing  the  director that such holders are entitled to
elect.  If  such  meeting shall not be called by a proper officer of the Company
within  twenty (20) days after personal service of said written request upon the
Secretary  of  the  Company,  or  within twenty (20) days after mailing the same
within  the  United  States by certified mail, addressed to the Secretary of the
Company  at  its  principal  executive  offices,  then  the  holders of at least
twenty-five  percent  (25%)  of  the  HMTF Issued Series B Preferred Shares then
Outstanding  held  by  the  HMTF  Holders  may designate in writing one of their
number  to call such meeting at the expense of the Company, and such meeting may
be  called  by  the person so designated upon the notice required for the annual
meeting  of  stockholders  of  the  Company  and  shall be held at the place for
holding  the  annual  meetings of stockholders. As used herein, (i) "HMTF Group"
means  Hicks,  Muse,  Tate  &  Furst  Incorporated, a Texas corporation, and its
Affiliates  and  their  respective  officers,  directors,  partners,  members,
stockholders  and employees (and members of their respective families and trusts
for  the  primary  benefit  of such family members) and HMTF Bridge Viatel, LLC,
HMEU Viatel I-EQ Coinvestors, LLC, HMEU Viatel I-SBS Coinvestors, LLC, HM Viatel
PG  Europe, LLC, HMEU Viatel Qualified Fund, LLC, HMEU Viatel Private Fund, LLC,
and  their  respective  Affiliates  and (ii) "HMTF Holders" means members of the
HMTF  Group that are the holders of all or a portion of the HMTF Issued Series B
Preferred  Shares  or  the  Common  Stock  into  which such HMTF Issued Series B
Preferred  Shares are converted. Any action permitted or required to be taken by
the HMTF Holders pursuant to this Section 8(d) may be taken (1) at any annual or
special  meeting of stockholders or at a special meeting of the HMTF Holders, or
(2)  without a meeting, without prior notice, and without a vote if a consent or
consents  in  writing, setting forth the action so taken, shall be signed by the
HMTF  Holders  having  not  less  than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares held
by the HMTF Holders entitled to vote thereon were present and voted and shall be
delivered to the Company by delivery to its address listed in Section 8.2 of the
Purchase  Agreement.
     (e)   In exercising the voting rights set forth in Section 8(b), each share
of  Series  B Preferred Stock shall be entitled to vote on an as-converted basis
with  the holders of the Company's Common Stock. In exercising the voting rights
set  forth  in Section 8 (d), each HMTF Issued Series B Preferred Share shall be
entitled  to  vote  on an as-converted basis with the other HMTF Issued Series B
Preferred  Shares  and  shares of Common Stock held by the HMTF Holders and into
which  HMTF  Issued  Series  B Preferred Shares have been converted, voting as a
single class.  In exercising the other voting rights set forth in this Section 8
each  share of Series B Preferred Stock entitled to vote shall have one vote per
share, except that when any other series of preferred stock shall have the right
to  vote  with  the Series B Preferred Stock as a single class on any matter not
specified  in  this  Section 8, then the Series B Preferred Stock and such other
series  of  preferred stock shall have with respect to such matters one vote per
$1,000  of  the  aggregate  liquidation  preference  of  all  shares of Series B
Preferred  Stock  and all shares of such other series of preferred stock. Except
as  otherwise  required  by applicable law or as set forth herein, the shares of
Series B Preferred Stock shall not have any relative, participating, optional or
other  special  voting  rights and powers and the consent of the holders thereof
shall  not  be  required  for  the  taking  of  any  corporate  action.
     (f)   Chase  Capital Partners and its Affiliates that are holders of all or
a  portion  of the Series B-2 Preferred Stock issued to any such entities on the
Closing  Date  shall  have the right to designate an observer who shall have the
right  to  attend meetings of the Company's Board of Directors and such observer
shall  be  entitled  to  receive notice of each such meeting at the same time as
such  directors.  In  addition,  to  the  extent  that  the  Company's  Board of
Directors  is to take action by unanimous written consent, the observer shall be
entitled  to  receive a copy of any such written consent when it is forwarded to
the  directors  for  their execution.  For purposes of this Section 8(f), Series
B-2 Preferred Stock issued on the Closing Date shall be deemed to include Series
B-1  Preferred  Stock  or  Series C Preferred Stock issued on any date after the
Closing  Date  upon  conversion  of  such Series B-2 Preferred Stock, as well as
Common  Stock  issued on any date after the Closing Date upon conversion of such
Series  B-1  Preferred  Stock  or  Series  C  Preferred  Stock.
     9.   Ranking.   a)   The  shares  of  Series  B  Preferred Stock will, with
respect  to  dividend  rights  and  rights  on  liquidation,  winding-up  and
dissolution,  rank  (i)  senior to all shares of Common Stock (whether issued in
one  or  more classes), the Series A Junior Participating Preferred Stock of the
Company and to each other class of capital stock or series of Preferred Stock of
the Company, the terms of which do not expressly provide that it ranks senior to
or on a parity with the shares of Series B Preferred Stock as to dividend rights
and  rights  on  liquidation,  winding-up  and  dissolution  of  the  Company
(collectively  referred  to,  together  with all shares of Common Stock (whether
issued  in  one  or more classes) of the Company, as "Junior Shares"); (ii) on a
parity  with additional shares of Series B Preferred Stock issued by the Company
and  each  other  class  of  capital  stock  or series of Preferred Stock of the
Company  issued by the Company in compliance with Section 8 hereof, the terms of
which expressly provide that such class or series will rank on a parity with the
shares  of  Series  B  Preferred  Stock  as  to  dividend  rights  and rights on
liquidation, winding-up and dissolution of the Company (collectively referred to
as  "Parity  Shares"); and (iii) junior to each class of capital stock or series
of  Preferred  Stock  of  the  Company  issued by the Company in compliance with
Section 8 hereof, the terms of which expressly provide that such class or series
will rank senior to the shares of Series B Preferred Stock as to dividend rights
and  rights  upon  liquidation,  winding-up  and  dissolution  of  the  Company
(collectively  referred  to  as  "Senior  Shares").
     (b)   No dividend whatsoever shall be declared or paid upon, or any sum set
apart  for  the  payment  of  dividends upon, any outstanding shares of Series B
Preferred Stock with respect to any dividend period unless all dividends for all
preceding  dividend  periods  have  been  declared  and  paid, or declared and a
sufficient sum set apart for the payment of such dividends, upon all outstanding
Senior  Shares.
     (c)   In  the  event  of  any liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, the holders of the shares of Series B
Preferred  Stock  then  Outstanding  shall  be entitled to receive, prior and in
preference  to  any  distribution  of  any  of  the assets of the Company to the
holders  of shares of Common Stock or Junior Shares by reason of their ownership
thereof,  an  amount  equal to the greater of (i) the then effective Liquidation
Preference  of their shares of Series B Preferred Stock, plus an amount equal to
all  dividends accrued and unpaid thereon from the last Dividend Payment Date to
the  date  fixed  for  liquidation, dissolution or winding-up or (ii) the amount
such  holders would receive if such holders converted, directly or indirectly in
accordance  with  their  terms,  their  shares  of Series B Preferred Stock into
Common  Stock  and/or  Series  C  Preferred  Stock  immediately  prior  to  such
liquidation,  dissolution  or  winding  up.
     (d)   If  upon the occurrence of such event the assets of the Company shall
be  insufficient  to permit the payment to such holders of the full preferential
amount  and  all liquidating payments on all Parity Shares, the entire assets of
the  Company  legally  available for distribution shall be distributed among the
holders  of the shares of Series B Preferred Stock and the holders of all Parity
Shares  ratably  in accordance with the respective amounts that would be payable
on  such  shares  of  Series B Preferred Stock and any such Parity Shares if all
amounts  payable  thereon  were  paid  in  full.  After  payment  of  the  full
preferential  amount (and, if applicable, an amount equal to a pro rata dividend
to  the holders of Outstanding shares of Series B Preferred Stock), such holders
shall not be entitled to any further participation in any distribution of assets
of  the  Company.
     10.   Redemption.     The  shares  of  Series  B  Preferred  Stock  may  be
redeemed by the Company at any time commencing on or after the Fifth Anniversary
Date (or earlier, in accordance with the provisions of Section 13(d) if a Change
of Control Date shall have occurred, but only as to shares of Series B Preferred
Stock  with  respect to which the Remarketing Option has been elected), in whole
or  from  time  to  time  in  part, at the election of the Company (an "Optional
Redemption"),  at  a  redemption  price (the "Redemption Price") payable in cash
equal  to 100% of the then effective Liquidation Preference (after giving effect
to  the  Special  Payment,  if  applicable),  plus  accrued and unpaid dividends
thereon  from  the  last  Dividend  Payment  Date to the date of redemption (the
"Optional  Redemption  Date").
     (b)   Shares  of  Series  B  Preferred  Stock  (if  not earlier redeemed or
converted)  shall  be  mandatorily  redeemed by the Company on February 28, 2015
(the  "Mandatory Redemption Date"; provided, however, that if such date is not a
Business  Day,  then  the  Mandatory  Redemption Date shall be the next Business
Day),  at  a  Redemption  Price  per  share  in cash equal to the then effective
Liquidation  Preference  (after  giving  effect  to  the  Special  Payment,  if
applicable),  plus  accrued  and unpaid dividends thereon from the last Dividend
Payment  Date  to  the  Mandatory  Redemption  Date.
     (c)   In  the  event  of  a  redemption or repurchase of fewer than all the
shares  of Series B Preferred Stock, the shares of Series B Preferred Stock will
be  chosen for redemption by the Registrar from the Outstanding shares of Series
B  Preferred  Stock  not previously called for redemption, pro rata based on the
number of shares of Series B Preferred Stock held by each holder; provided, that
the  Company  may redeem (an "Odd-lot Redemption") all shares held by holders of
fewer than 100 shares of Series B Preferred Stock (or by holders that would hold
fewer  than  100  shares  of Series B Preferred Stock following such redemption)
prior  to  its redemption of other shares of Series B Preferred Stock; provided,
further,  that  the  Company  may  not  redeem  a  portion  of any share without
redeeming  the  entire share. If fewer than all the shares of Series B Preferred
Stock  represented  by  any  share  certificate  are  so to be redeemed, (i) the
Company  shall  issue  a new certificate for the shares not redeemed and (ii) if
any  shares  represented  thereby  are  converted  before  termination  of  the
conversion  right  with  respect  to such shares, such converted shares shall be
deemed (so far as may be) to be the shares represented by such share certificate
that  was  selected for redemption. Shares of Series B Preferred Stock that have
been  converted  during  a selection of shares of Series B Preferred Stock to be
redeemed  shall  be  treated  by the Registrar as outstanding for the purpose of
such  selection  but not for the purpose of the payment of the Redemption Price.
     (d)   In the event the Company elects to effect an Optional Redemption, the
Company  shall  (i) make a public announcement of the redemption and (ii) give a
redemption  notice  (the  "Redemption  Notice") to the holders not fewer than 30
days  nor  more than 60 days before the redemption date (the "Redemption Date").
Whenever  a  Redemption  Notice is required to be delivered to the holders, such
notice shall provide the information set forth below and be given by first class
mail, postage prepaid to each holder of shares of Series B Preferred Stock to be
redeemed,  at  such  holder's  address appearing in the Series B Preferred Share
Register. All Redemption Notices shall identify the shares of Series B Preferred
Stock  to  be  redeemed  (including  CUSIP  number)  and  shall  state:
     (i)   the  Redemption  Date;
     (ii)   the  applicable  Redemption  Price;
     (iii)   if  fewer  than  all  the  outstanding shares of Series B Preferred
Stock  are  to  be  redeemed,  the  identification  (and, in the case of partial
redemption,  the  certificate  number,  the  total  number of shares represented
thereby  and the number of such shares being redeemed on the Redemption Date) of
the  particular  shares  of  Series  B  Preferred  Stock  to  be  redeemed;
     (iv)   that on the Redemption Date, the Redemption Price, together with all
accrued  and  unpaid  dividends  from  the  last  Dividend  Payment  Date to the
Redemption  Date,  will  become due and payable upon each such share of Series B
Preferred  Stock  to be redeemed and that dividends thereon will cease to accrue
on  and  after  said  date;
     (v)   the  conversion  price, the date on which the right to convert shares
of  Series  B  Preferred  Stock  to  be redeemed will terminate and the place or
places  where  such  shares  of  Series B Preferred Stock may be surrendered for
conversion;  and
     (vi)   the  place  or  places where such shares of Series B Preferred Stock
are  to be surrendered for payment of the Redemption Price and the other amounts
which  are  then  payable.
     The  Redemption  Notice  shall be given by the Company or, at the Company's
request,  by  the  Registrar  in  the  name  and  at the expense of the Company;
provided  that  if  the  Company  so  requests,  it  shall provide the Registrar
       -
adequate  time,  as  reasonably  determined  by  the  Registrar, to deliver such
notices  in  a  timely  fashion.
     (e)   Prior  to  any  Redemption  Date,  the Company shall deposit with the
Registrar or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust) an amount of consideration sufficient to pay
the  Redemption  Price of all the shares of Series B Preferred Stock that are to
be  redeemed on that date plus all accrued and unpaid dividends thereon from the
last  Dividend  Payment  Date  to  the Redemption Date. If any share of Series B
Preferred  Stock called for redemption is converted, any consideration deposited
with  the  Registrar or with any Paying Agent or so segregated and held in trust
for  the  redemption  of such share of Series B Preferred Stock shall be paid or
delivered  to  the  Company  upon Company Order or, if then held by the Company,
shall  be  discharged  from  such  trust.
     (f)   Notice  of  redemption  having been given as aforesaid, the shares of
Series B Preferred Stock so to be redeemed shall, on the Redemption Date, become
due  and  payable at the Redemption Price therein specified plus all accrued and
unpaid  dividends  thereon from the last Dividend Payment Date to the Redemption
Date,  and  from  and  after  such date (unless the Company shall default in the
payment  of  the Redemption Price and accrued but unpaid dividends) dividends on
such  shares  of  Series B Preferred Stock shall cease to accrue and such shares
shall cease to be convertible into shares of Common Stock. Upon surrender of any
such  shares  of Series B Preferred Stock for redemption in accordance with said
notice, such shares of Series B Preferred Stock shall be redeemed by the Company
at  the  applicable  Redemption  Price,  together  with  all  accrued and unpaid
dividends thereon from the last Dividend Payment Date to the Redemption Date. If
any share of Series B Preferred Stock called for redemption shall not be so paid
upon  surrender  thereof  for  redemption, the Redemption Price thereof, and all
accrued  and unpaid dividends thereon from the last Dividend Payment Date to the
Redemption  Date,  shall,  until paid, bear interest from the Redemption Date at
the  dividend  rate  payable  on the shares of Series B Preferred Stock and such
shares  shall  remain  convertible.
     (g)   Any  certificate  that  represents  more  than  one share of Series B
Preferred  Stock  and is to be redeemed only in part shall be surrendered at any
office  or  agency  of  the  Company  designated  for that purpose (with, if the
Company  or  the  Registrar  so  requires,  due  endorsement  by,  or  a written
instrument  of  transfer  in  form satisfactory to the Company and the Registrar
duly  executed  by,  the  holder  thereof  or  his  attorney  duly authorized in
writing), and the Company shall execute, and the Registrar shall countersign and
deliver  to the holder of such share of Series B Preferred Stock without service
charge, a new Series B Preferred Stock certificate or certificates, representing
any number of shares of Series B Preferred Stock as requested by such holder, in
aggregate  amount equal to and in exchange for the number of shares not redeemed
and  represented  by  the  Series  B Preferred Stock certificate so surrendered.
     (h)   If  a  share  of Series B Preferred Stock is redeemed subsequent to a
Dividend  Record  Date with respect to any Dividend Payment Date and on or prior
to  such  Dividend  Payment  Date,  then  any  accrued dividends payable on such
Dividend  Payment  Date  will  be paid to the person in whose name such share of
Series B Preferred Stock is registered at the close of business on such Dividend
Record  Date.
     11.   Method  of  Payments.  The  Company may make any dividend payments in
cash with respect to any period after the Fifth Anniversary Date.  Any dividends
not paid in cash on a current basis on the applicable Dividend Payment Date with
respect  to all periods after the Fifth Anniversary Date, and all dividends with
respect to the periods prior to the Fifth Anniversary Date, shall not be paid in
cash  but  rather  shall  constitute Accumulated Dividends.  Notwithstanding the
foregoing,  the  Company  may  make  any  dividend  payments required to be paid
pursuant  to  Section  6(b)  in  cash.  No  payment  may  be  made in respect of
Accumulated  Dividends  as  dividends.  Rather,  Accumulated  Dividends shall be
added  to  the Liquidation Preference.  Dividends may not be paid by delivery of
shares  of  Series  B  Preferred  Stock.
     12.   Conversion.  a)   Subject  to and upon compliance with the provisions
of  this  Certificate  of  Designation, at the option of the holder thereof, any
share  of  Series B-1 Preferred Stock may be converted at any time into a number
of  fully  paid  and nonassessable shares of Common Stock (calculated as to each
conversion  to  the  nearest  1/100  of a share) equal to (i) the then effective
Liquidation  Preference thereof plus accrued and unpaid dividends to the date of
conversion  divided  by  (ii)  the  Conversion  Price  in  effect at the time of
conversion.  Such  conversion right shall expire at the close of business on the
Business  Day  next  preceding  the Mandatory Redemption Date unless the Company
defaults  on  the  payment  due  on  redemption.  In  case a share of Series B-1
Preferred  Stock  is  called for redemption, such conversion right in respect of
the  share  so  called shall expire at the close of business on the Business Day
next  preceding  the  Redemption Date, unless the Company defaults in making the
payment  due  upon  redemption.
     The  "Conversion  Price"  shall be initially $46.25. The "Conversion Price"
shall  be adjusted in certain instances as provided in Section 12(d) and Section
12(e)  hereof.
     (b)   In  order  to  exercise  the  conversion privilege, the holder of any
share  of  Series  B-1  Preferred  Stock  to  be  converted  shall surrender the
certificate  for  such  share,  duly  endorsed  or assigned to the Company or in
blank,  at  any  office  or  agency  of the Company maintained for that purpose,
accompanied  by  written notice to the Company at such office or agency that the
holder  elects  to convert such share or, if fewer than all the shares of Series
B-1  Preferred  Stock  represented  by  a  single  share  certificate  are to be
converted,  the  number  of  shares  represented  thereby  to  be  converted.
     Shares of Series B-1 Preferred Stock shall be deemed to have been converted
immediately  prior  to  the  close  of  business on the day of surrender of such
shares  for  conversion in accordance with the foregoing provisions, and at such
time  the  rights  of the holders of such shares as holders shall cease, and the
person  or  persons entitled to receive the shares of Common Stock issuable upon
conversion  shall be treated for all purposes as the record holder or holders of
such shares of Common Stock at such time. As promptly as practicable on or after
the conversion date, the Company shall issue and shall deliver at such office or
agency  a  certificate  or  certificates for the number of full shares of Common
Stock issuable upon conversion, together with payment in lieu of any fraction of
a  share,  as  provided  in  Section  12(c).
In  the  case  of  any  conversion  of  fewer  than all the shares of Series B-1
Preferred  Stock  evidenced  by  a certificate, upon such conversion the Company
shall  execute  and  the  Registrar  shall countersign and deliver to the holder
thereof,  at  the  expense  of  the  Company,  a new certificate or certificates
representing  the  number  of  unconverted shares of Series B-1 Preferred Stock.
     (c)     No  fractional  shares  of  Common  Stock  shall be issued upon the
conversion  of  a share of Series B-1 Preferred Stock. If more than one share of
Series  B-1  Preferred  Stock shall be surrendered for conversion at one time by
the  same  holder,  the  number  of  full  shares of Common Stock which shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate
number  of  shares  of Series B-1 Preferred Stock so surrendered. Instead of any
fractional  shares  of  Common  Stock  which  would  otherwise  be issuable upon
conversion  of  any share of Series B-1 Preferred Stock, the Company shall pay a
cash  adjustment  in  respect  of  such  fraction in an amount equal to the same
fraction  of  the  closing  price (as defined in Section 12(d)(vi)) per share of
Common  Stock  at  the close of business on the Business Day prior to the day of
conversion.
(d)     For purposes of this Section 12(d), all references to Common Stock shall
be  deemed  to  include  the  shares  of  Common  Stock  into which the Series C
Preferred  Stock  is  convertible.  The  Conversion Price shall be adjusted from
time  to  time  by  the  Company  as  follows:
     (i)     If  the  Company  shall  hereafter  pay  a  dividend  or  make  a
distribution  to all holders of the outstanding shares of Common Stock in shares
of  Common  Stock,  the Conversion Price in effect at the opening of business on
the date following the date fixed for the determination of shareholders entitled
to  receive  such dividend or other distribution shall be reduced by multiplying
such  Conversion  Price by a fraction of which the numerator shall be the number
of  shares  of  Common  Stock outstanding at the close of business on the Common
Stock Record Date (as defined in Section 12(d)(vi)) fixed for such determination
and  the  denominator  shall  be  the sum of such number of shares and the total
number  of  shares  constituting  such  dividend  or  other  distribution,  such
reduction  to  become effective immediately after the opening of business on the
day  following  the Common Stock Record Date. If any dividend or distribution of
the type described in this Section 12(d)(i) is declared but not so paid or made,
the Conversion Price shall again be adjusted to the Conversion Price which would
then  be  in  effect  if  such  dividend  or distribution had not been declared.
(ii)     a)  In  case  the  Company  shall issue or sell any Common Stock (other
than  Common Stock issued (A) pursuant to the Company's existing or future stock
option  plans  or  pursuant to any other existing or future Common Stock-related
director  or  employee compensation plan of the Company approved by the Board of
Directors, (B) pursuant to the Company's existing or future stock purchase plans
approved  by  the  Board of Directors which permit Company employees to purchase
Common  Stock  at  a  purchase price that is not more than a 15% discount to the
Current  Market Price, (C) as consideration for the acquisition of a business or
of assets, (D) in a firm commitment underwritten public offering when either (i)
the underwriting discount is 5% or less, or (ii) the offering price per share is
greater  than  the Conversion Price, (E) to the Company's joint venture partners
in  exchange  for  interests in the relevant joint venture, (F) upon exercise or
conversion  of any security the issuance of which caused an adjustment hereunder
or  the  issuance  of  which  did  not  require adjustment hereunder or (G) upon
exercise  or conversion of any of the Series B-1 Preferred Stock, the Series B-2
Preferred Stock, the Series C Preferred Stock or the Warrants (as defined in the
Purchase  Agreement)  in  accordance  with  their  respective  terms)  without
consideration  or  for  a  consideration  per share less than the Current Market
Price  on  the date of such issuance, or shall issue securities convertible into
Common  Stock  having  a conversion price per share less than the Current Market
Price at the date of issuance of such convertible security, the Conversion Price
to  be  in effect after such issuance or sale shall be determined by multiplying
the  Conversion  Price in effect immediately prior to such issuance or sale by a
fraction,  (1)  the  numerator  of  which  shall be the sum of (x) the number of
shares  of  Common  Stock outstanding immediately prior to such issuance or sale
and  (y)  the number of shares of Common Stock which the aggregate consideration
receivable  by  the  Company for the total number of additional shares of Common
Stock  so issued or sold (or, in the case of convertible securities, issuable on
conversion)  would  purchase  at  the Current Market Price in effect immediately
prior to such issuance or sale and (2) the denominator of which shall be the sum
of  the  number  of shares of Common Stock outstanding immediately prior to such
issuance  or  sale  and  the  number  of additional shares of Common Stock to be
issued  or  sold  (or,  in  the  case  of  convertible  securities,  issued  on
conversion).  In  case  any  portion  of the consideration to be received by the
Company  shall  be  in  a  form  other  than cash, the fair market value of such
noncash consideration shall be utilized in the foregoing computation.  Such fair
market  value  shall  be  determined  in  good  faith by the Board of Directors.
     (b)  If the Company shall offer or issue options, rights or warrants to all
holders  of  its  outstanding shares of Common Stock entitling them to subscribe
for  or  purchase  shares  of  Common  Stock  at a price per share less than the
Current  Market  Price  (as  defined  in  Section 12(d)(vi)) on the Common Stock
Record Date fixed for the determination of shareholders entitled to receive such
rights  or  warrants,  the  Conversion  Price shall be adjusted so that the same
shall  equal  the price determined by multiplying the Conversion Price in effect
at  the opening of business on the date after such Common Stock Record Date by a
fraction  of  which  the numerator shall be the number of shares of Common Stock
outstanding  at  the  close of business on the Common Stock Record Date plus the
number of shares of Common Stock which the aggregate offering price of the total
number  of  shares  of  Common Stock subject to such options, rights or warrants
would  purchase  at such Current Market Price and of which the denominator shall
be  the number of shares of Common Stock outstanding at the close of business on
the  Common  Stock  Record  Date  plus  the total number of additional shares of
Common  Stock  subject  to  such options, rights or warrants for subscription or
purchase.  Such  adjustment shall become effective immediately after the opening
of  business  on  the  day  following  the  Common  Stock  Record Date fixed for
determination  of  shareholders  entitled  to  purchase or receive such options,
rights  or warrants. To the extent that shares of Common Stock are not delivered
pursuant to such options, rights or warrants, upon the expiration or termination
of such options, rights or warrants the Conversion Price shall again be adjusted
to  be  the  Conversion  Price which would then be in effect had the adjustments
made  upon  the  issuance  of  such options, rights or warrants been made on the
basis  of  delivery  of  only  the  number  of  shares  of Common Stock actually
delivered. If such options, rights or warrants are not so issued, the Conversion
Price  shall again be adjusted to be the Conversion Price which would then be in
effect  if  such  date  fixed  for the determination of shareholders entitled to
receive  such  options,  rights  or  warrants had not been fixed. In determining
whether  any options, rights or warrants entitle the holders to subscribe for or
purchase  shares  of Common Stock at less than such Current Market Price, and in
determining  the  aggregate offering price of such shares of Common Stock, there
shall  be  taken  into  account (x) any consideration received for such options,
rights  or warrants, with the value of such consideration and the amount of such
exercise  or  subscription  price,  if  other than cash, to be determined by the
Board  of  Directors  and  (y)  the amount of any exercise price or subscription
price  required  to  be  paid upon exercise of such options, warrants or rights.
     (iii)     If  the  outstanding  shares  of Common Stock shall be subdivided
into  a greater number of shares of Common Stock, the Conversion Price in effect
at  the  opening  of  business  on  the  day  following  the day upon which such
subdivision becomes effective shall be proportionately reduced, and, conversely,
if  the  outstanding  shares  of  Common  Stock shall be combined into a smaller
number  of shares of Common Stock, the Conversion Price in effect at the opening
of  business  on  the  day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case  may  be,  to become effective immediately after the opening of business on
the  day  following  the  day upon which such subdivision or combination becomes
effective.
(iv)     If  the  Company  shall,  by  dividend  or otherwise, distribute to all
holders  of its shares of Common Stock any class of capital stock of the Company
(other than any dividends or distributions to which Section 12(d)(i) applies) or
evidences  of  its indebtedness, cash or other assets (including securities, but
excluding  any  rights or warrants of a type referred to in Section 12(d)(ii)(b)
and  dividends  and  distributions  paid  exclusively  in cash and excluding any
capital  stock,  evidences  of  indebtedness,  cash or assets distributed upon a
merger  or  consolidation  to  which  Section  12(e)  applies)  (the  foregoing
hereinafter  in  this  Section  12(d)(iv)  called the "Distributed Securities"),
then,  in each such case, the Conversion Price shall be reduced so that the same
shall  be  equal  to the price determined by multiplying the Conversion Price in
effect  immediately  prior  to  the close of business on the Common Stock Record
Date  (as  defined  in Section 12(d)(vi)) with respect to such distribution by a
fraction of which the numerator shall be the Current Market Price (determined as
provided  in  Section  12(d)(vi))  on  such  date less the fair market value (as
determined  by  the  Board of Directors, whose good faith determination shall be
conclusive and described in a resolution of the Board of Directors) on such date
of  the  portion  of the Distributed Securities so distributed applicable to one
share  of  Common  Stock and the denominator shall be such Current Market Price,
such  reduction to become effective immediately prior to the opening of business
on  the  day following the Common Stock Record Date; provided, however, that, in
the  event  the  then fair market value (as so determined) of the portion of the
Distributed Securities so distributed applicable to one share of Common Stock is
equal  to  or  greater  than the Current Market Price on the Common Stock Record
Date,  in  lieu of the foregoing adjustment, adequate provision shall be made so
that  each  holder of shares of Series B Preferred Stock shall have the right to
receive  upon  conversion of a share of Series B Preferred Stock (or any portion
thereof)  the  amount  of Distributed Securities such holder would have received
had  such  holder  converted  such share of Series B Preferred Stock (or portion
thereof)  directly  or  indirectly  into  Common Stock immediately prior to such
Common  Stock  Record  Date.  If such dividend or distribution is not so paid or
made,  the  Conversion  Price shall again be adjusted to be the Conversion Price
which  would  then  be  in  effect if such dividend or distribution had not been
declared.  If  the  Board  of  Directors determines the fair market value of any
distribution  for  purposes of this Section 12(d)(iv) by reference to the actual
or  when  issued  trading  market for any securities constituting all or part of
such  distribution,  it must in doing so consider the prices in such market over
the  same  period used in computing the Current Market Price pursuant to Section
12(d)(vi)  to  the  extent  possible.
     Options,  rights  or  warrants distributed by the Company to all holders of
shares  of  Common  Stock  entitling  the  holders  thereof  to subscribe for or
purchase  shares  of  the  Company's  capital  stock  (either initially or under
certain  circumstances), which options, rights or warrants, until the occurrence
of  a specified event or events ("Dilution Trigger Event"): (A) are deemed to be
transferred  with  such shares of Common Stock; (B) are not exercisable; and (C)
are  also issued in respect of future issuances of shares of Common Stock, shall
be  deemed  not  to have been distributed for purposes of this Section 12(d)(iv)
(and no adjustment to the Conversion Price under this Section 12(d)(iv) shall be
required) until the occurrence of the earliest Dilution Trigger Event, whereupon
such  options,  rights and warrants shall be deemed to have been distributed and
an  appropriate  adjustment to the Conversion Price under this Section 12(d)(iv)
shall  be  made.  If  any  such  options, rights or warrants, including any such
existing  options, rights or warrants distributed prior to the first issuance of
shares of Series B-1 Preferred Stock, are subject to subsequent events, upon the
occurrence  of  each  of  which  such  options,  rights or warrants shall become
exercisable to purchase different securities, evidences of indebtedness or other
assets,  then  the occurrence of each such event shall be deemed to be such date
of issuance and record date with respect to new options, rights or warrants (and
a termination or expiration of the existing options, rights or warrants, without
exercise  by  the holder thereof). In addition, in the event of any distribution
(or deemed distribution) of options, rights or warrants, or any Dilution Trigger
Event  with  respect  thereto,  that  was  counted for purposes of calculating a
distribution  amount  for which an adjustment to the Conversion Price under this
Section  12(d) was made, (1) in the case of any such options, rights or warrants
which  shall  all  have  been  redeemed  or  repurchased without exercise by any
holders  thereof,  the  Conversion  Price  shall  be  readjusted upon such final
redemption or repurchase to give effect to such distribution or Dilution Trigger
Event,  as  the case may be, as though it were a cash distribution, equal to the
per  share  redemption  or  repurchase  price received by a holder or holders of
shares  of  Common  Stock  with  respect  to  such  options,  rights or warrants
(assuming  such  holder  had retained such options, rights or warrants), made to
all  holders  of  shares  of  Common  Stock as of the date of such redemption or
repurchase,  and (2) in the case of such options, rights or warrants which shall
have  expired  or  been  terminated without exercise by any holders thereof, the
Conversion Price (as adjusted pursuant to this paragraph) shall be readjusted to
be  the Conversion Price which would have been in effect if such options, rights
or  warrants  had  not  been  issued.
Notwithstanding  any  other provision of this Section 12(d)(iv) to the contrary,
options,  rights, warrants, evidences of indebtedness, other securities, cash or
other  assets (including, without limitation, any rights distributed pursuant to
any  shareholder  rights  plan) shall be deemed not to have been distributed for
purposes of this Section 12(d)(iv) if the Company makes proper provision so that
each  holder  of  shares  of  Series B-1 Preferred Stock who converts a share of
Series  B-1  Preferred  Stock  (or any portion thereof) after the date fixed for
determination of shareholders entitled to receive any such distribution shall be
entitled  to  receive  upon such conversion, in addition to the shares of Common
Stock  issuable  upon such conversion, the amount and kind of such distributions
that  such  holder  would  have  been  entitled  to  receive if such holder had,
immediately prior to such determination date, converted such share of Series B-1
Preferred  Stock  into  Common  Stock.
For  purposes  of  this  Section  12(d)(iv)  and Sections 12(d)(i) and (ii), any
dividend or distribution to which this Section 12(d)(iv) is applicable that also
includes shares of Common Stock, or options, rights or warrants to subscribe for
or purchase shares of Common Stock to which Section 12(d)(ii) applies (or both),
shall be deemed instead to be (A) a dividend or distribution of the evidences of
indebtedness,  assets,  shares  of  capital stock, rights or warrants other than
such  shares  of  Common  Stock  or options, rights or warrants to which Section
12(d)(ii)  applies  (and any Conversion Price reduction required by this Section
12(d)(iv)  with  respect  to  such  dividend or distribution shall then be made)
immediately  followed by (B) a dividend or distribution of such shares of Common
Stock  or  such  options,  rights  or warrants (and any further Conversion Price
reduction  required  by  Sections  12(d)(i)  or  12(d)(ii)  with respect to such
dividend  or  distribution shall then be made), except that (1) the Common Stock
Record  Date  of such dividend or distribution shall be substituted as "the date
fixed for the determination of stockholders entitled to receive such dividend or
other distribution", "the Common Stock Record Date fixed for such determination"
and "the Common Stock Record Date" within the meaning of Section 12(d)(i) and as
"the  date  fixed for the determination of shareholders entitled to receive such
rights  or  warrants", "the Common Stock Record Date fixed for the determination
of  the  share  holders  entitled  to receive such rights or warrants" and "such
Common  Stock Record Date" for purposes of Section 12(d)(ii), and (2) any shares
of  Common  Stock  included in such dividend or distribution shall not be deemed
"outstanding  at the close of business on the date fixed for such determination"
for  the  purposes  of  Section  12(d)(i).
     (v)     If  a  tender  offer made by the Company or any of its subsidiaries
for  all  or  any  portion of the Common Stock expires and such tender offer (as
amended upon the expiration thereof) requires the payment to shareholders (based
on the acceptance (up to any maximum specified in the terms of the tender offer)
of  Purchased  Shares)  of an aggregate consideration having a fair market value
(as  determined  by the Board of Directors, whose good faith determination shall
be  conclusive  and  described  in a resolution of the Board of Directors) that,
combined  together with the aggregate of the cash plus the fair market value (as
determined  by  the  Board of Directors, whose good faith determination shall be
conclusive  and  described in a resolution of the Board of Directors), as of the
expiration  of  such  tender  offer,  of consideration payable in respect of any
other  tender  offers,  by the Company or any of its subsidiaries for all or any
portion  of  the  shares of Common Stock expiring within the 12 months preceding
the  expiration  of  such  tender  offer  and  in respect of which no adjustment
pursuant to this Section 12(d)(v) has been made, exceeds 5% of the net income of
the Company reported for the 12 month period ending with the fiscal quarter next
preceding  such  payment (determined as of the last time (the "Expiration Time")
tenders  could  have  been  made  pursuant  to  such  tender offer (as it may be
amended)),  then,  and  in  each  such case, immediately prior to the opening of
business  on the day after the date of the Expiration Time, the Conversion Price
shall  be  adjusted  so  that  the  same  shall  equal  the  price determined by
multiplying  the  Conversion  Price  in effect immediately prior to the close of
business on the date of the Expiration Time by a fraction of which the numerator
shall  be  the  number  of  shares  of  Common  Stock outstanding (including any
tendered  shares)  at the Expiration Time multiplied by the Current Market Price
of  the shares of Common Stock on the trading day next succeeding the Expiration
Time  and  the  denominator  shall  be  the  sum  of  (x)  the fair market value
(determined as aforesaid) of the aggregate consideration payable to shareholders
based  on the acceptance (up to any maximum specified in the terms of the tender
offer)  of  all  shares  validly tendered and not withdrawn as of the Expiration
Time  (the  shares deemed so accepted, up to any such maximum, being referred to
as the "Purchased Shares") and (y) the product of the number of shares of Common
Stock  outstanding  (less  any  Purchased Shares) at the Expiration Time and the
Current  Market  Price  of  the  shares  of Common Stock on the trading day next
succeeding  the  Expiration  Time,  such  reduction (if any) to become effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any  such  purchases  or  all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price which would then be in effect
if  such  tender  offer  had  not  been made. If the application of this Section
12(d)(v)  to  any  tender  offer  would  result in an increase in the Conversion
Price,  no  adjustment  shall  be  made for such tender offer under this Section
12(d)(v).
(vi)     For  purposes of this Section 12(d), the following terms shall have the
meaning  indicated:
     "closing price" with respect to any securities on any day means the closing
sale price as of 4:00 p.m. Eastern Time on such day or any earlier final closing
on  such  day  or,  if  no such sale takes place on such day, the average of the
reported  high  and  low  bid  prices  on  such  day, in each case on the Nasdaq
National  Market,  or  the  New  York Stock Exchange, as applicable, or, if such
security  is  not  listed  or  admitted  to  trading  on such national market or
exchange, on the national stock exchange or Commission recognized trading market
in  the  United States on which such security is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
stock exchange or Commission recognized trading market in the United States, the
average  of the high and low bid prices of such security on the over-the-counter
market  on  the  day  in  question  as reported by the National Quotation Bureau
Incorporated  or  a  similar  generally accepted reporting service in the United
States,  or,  if  not  so available, in such manner as furnished by any New York
Stock  Exchange member firm selected from time to time by the Board of Directors
for that purpose, or a price determined in good faith by the Board of Directors,
whose  determination  shall  be  conclusive and described in a resolution of the
Board  of  Directors.
"Common  Stock Record Date" means, with respect to any dividend, distribution or
other  transaction  or event in which the holders of Common Stock have the right
to  receive  any cash, securities or other property or in which the Common Stock
(or  other  applicable  security)  is  exchanged  for  or  converted  into  any
combination  of  cash,  securities  or  other  property,  the  date  fixed  for
determination of shareholders entitled to receive such cash, securities or other
property  (whether  such  date is fixed by the Board of Directors or by statute,
contract  or  otherwise).
"Current  Market  Price" means the average of the daily closing prices per share
of  Common  Stock  for  the 10 consecutive trading days immediately prior to the
date  in  question; provided, however, that (A) if the "ex" date (as hereinafter
defined)  for  any event (other than the issuance or distribution requiring such
computation)  that  requires  an  adjustment to the Conversion Price pursuant to
Section  12(d)(i),  (ii), (iii), (iv), and (v) occurs during such 10 consecutive
trading  days, the closing price for each trading day prior to the "ex" date for
such other event shall be adjusted by multiplying such closing price by the same
fraction by which the Conversion Price is so required to be adjusted as a result
of such other event, (B) if the "ex" date for any event (other than the issuance
or  distribution  requiring such computation) that requires an adjustment to the
Conversion  Price pursuant to Section 12(d)(i), (ii), (iii), (iv), or (v) occurs
on  or  after  the  "ex"  date  for  the issuance or distribution requiring such
computation and prior to the day in question, the closing price for each trading
day  on  and  after  the  "ex"  date  for  such other event shall be adjusted by
multiplying  such  closing  price by the reciprocal of the fraction by which the
Conversion  Price  is so required to be adjusted as a result of such other event
and  (C)  if  the  "ex"  date  for  the  issuance or distribution requiring such
computation  is  prior  to  the  day  in question, after taking into account any
adjustment  required  pursuant to clause (A) or (B) of this proviso, the closing
price  for  each  trading  day  on  or after such "ex" date shall be adjusted by
adding  thereto  the amount of any cash and the fair market value (as determined
by  the  Board  of  Directors  in  a  manner  consistent  with  any  good  faith
determination of such value for purposes of Section 12(d)(iv) or (v), whose good
faith  determination  shall  be  conclusive and described in a resolution of the
Board of Directors) of the evidences of indebtedness, shares of capital stock or
assets being distributed applicable to one share of Common Stock as of the close
of  business  on the day before such "ex" date.  For purposes of any computation
under  Section 12(d)(v), the Current Market Price on any date shall be deemed to
be  the  average  of the daily closing prices per share of Common Stock for such
day  and  the  next two succeeding trading days; provided, however, that, if the
"ex" date for any event (other than the tender offer requiring such computation)
that  requires  an  adjustment  to  the  Conversion  Price  pursuant  to Section
12(d)(i),  (ii),  (iii), (iv), or (v) occurs on or after the Expiration Time for
the  tender or exchange offer requiring such computation and prior to the day in
question,  the closing price for each trading day on and after the "ex" date for
such  other  event  shall  be  adjusted by multiplying such closing price by the
reciprocal  of  the  fraction by which the Conversion Price is so required to be
adjusted  as  a result of such other event.  For purposes of this paragraph, the
term "ex" date (1) when used with respect to any issuance or distribution, means
the  first  date  on  which  the shares of Common Stock trade regular way on the
relevant  exchange  or  in  the relevant market from which the closing price was
obtained  without  the  right to receive such issuance or distribution, (2) when
used  with  respect to any subdivision or combination of shares of Common Stock,
means  the  first  date on which the shares of Common Stock trade regular way on
such  exchange  or  in  such  market after the time at which such subdivision or
combination  becomes  effective  and (3) when used with respect to any tender or
exchange  offer  means  the first date on which the shares of Common Stock trade
regular way on such exchange or in such market after the Expiration Time of such
offer.  Notwithstanding  the  foregoing,  whenever successive adjustments to the
Conversion Price are called for pursuant to this Section 12(d), such adjustments
shall  be made to the Current Market Price as may be necessary or appropriate to
effectuate  the  intent of this Section 12(d) and to avoid unjust or inequitable
results,  as  determined  in  good  faith  by  the  Board  of  Directors.
"fair  market  value" means the amount which a willing buyer would pay a willing
seller  in  an  arm's-length  transaction.
     (vii)     No  adjustment  in  the Conversion Price shall be required unless
such  adjustment  would  require  an increase or decrease of at least 1% in such
price;  provided,  however, that any adjustments which by reason of this Section
12(d)(vii)  are  not required to be made shall be carried forward and taken into
account  in  any  subsequent  adjustment. All calculations under this Section 12
shall  be  made  by  the  Company  and  shall  be  made  to the nearest cent. No
adjustment  need  be  made  for a change in the par value or no par value of the
Common  Stock.
(viii)     Whenever  the  Conversion  Price  is adjusted as herein provided, the
Company  shall promptly file with the Registrar an Officers' Certificate setting
forth  the  Conversion  Price  after  such  adjustment and setting forth a brief
statement  of  the  facts  requiring such adjustment. Promptly after delivery of
such  certificate,  the Company shall prepare a notice of such adjustment of the
Conversion  Price  setting  forth  the adjusted Conversion Price and the date on
which  each  adjustment  becomes  effective  and  shall mail such notice of such
adjustment  of  the  Conversion  Price  to  each  holder of shares of Series B-1
Preferred  Stock  at  such  holder's  last  address appearing on the register of
holders maintained for that purpose within 20 days of the effective date of such
adjustment.  Failure  to  deliver  such  notice shall not affect the legality or
validity  of  any  such  adjustment.
(ix)     In  any  case  in  which this Section 12(d) provides that an adjustment
shall  become  effective  immediately  after  a  Common Stock Record Date for an
event,  the  Company may defer until the occurrence of such event issuing to the
holder  of  any  share of Series B-1 Preferred Stock converted after such Common
Stock  Record Date and before the occurrence of such event the additional shares
of  Common  Stock  issuable  upon  such  conversion  by reason of the adjustment
required  by  such event over and above the shares of Common Stock issuable upon
such  conversion  before  giving  effect  to  such  adjustment.
(x)     For purposes of this Section 12(d), the number of shares of Common Stock
at  any  time  outstanding  shall not include shares held in the treasury of the
Company.  The  Company  shall  not  pay any dividend or make any distribution on
shares  of  Common  Stock  held  in  the  treasury  of  the  Company.
     (e)     Subject  to  Section 13 hereof, in case of any consolidation of the
Company with, or merger of the Company into, any other Person, or in case of any
merger  of  another  Person  into the Company (other than a merger that does not
result  in  any  reclassification,  conversion,  exchange  or  cancellation  of
outstanding  shares  of  Common  Stock  of the Company), or in case of any sale,
conveyance  or  transfer  of all or substantially all the assets of the Company,
the  holder  of  each  share  of Series B-1 Preferred Stock shall have the right
thereafter,  during the period such share of Series B-1 Preferred Stock shall be
convertible  as  specified in Section 12(a), to convert such share of Series B-1
Preferred  Stock into the kind and amount of securities, cash and other property
receivable  upon  such consolidation, merger, conveyance or transfer by a holder
of the number of shares of shares of Common Stock of the Company into which such
share  of Series B-1 Preferred Stock might have been converted immediately prior
to  such  consolidation, merger, conveyance or transfer, assuming such holder of
shares of Common Stock of the Company failed to exercise his rights of election,
if  any,  as  to  the  kind  or  amount  of  securities, cash and other property
receivable  upon  such  consolidation,  merger, conveyance or transfer (provided
that,  if  the  kind or amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance or transfer is not the same for each
share of Common Stock of the Company in respect of which such rights of election
shall  not  have  been  exercised ("nonelecting share"), then for the purpose of
this  Section  12  the  kind  and  amount of securities, cash and other property
receivable  upon  such  consolidation,  merger,  conveyance  or transfer by each
nonelecting  share  shall  be deemed to be the kind and amount so receivable per
share  by  a plurality of the nonelecting shares). Such securities shall provide
for  adjustments  which,  for  events  subsequent  to  the effective date of the
triggering  event,  shall  be  as nearly equivalent as may be practicable to the
adjustments  provided  for  in  this  Section  12.  The above provisions of this
Section  12  shall  similarly  apply  to  successive  consolidations,  mergers,
conveyances  or  transfers.
(f)     In  case:
     (i)     the Company shall declare a dividend (or any other distribution) on
its  Common Stock and/or Series C Preferred Stock payable otherwise than in cash
out  of  its  earned  surplus;  or
(ii)     the  Company  shall authorize the granting to all holders of its shares
of  Common  Stock  and/or  Series  C  Preferred  Stock  of rights or warrants to
subscribe  for  or  purchase  any shares of capital stock of any class or of any
other  rights;  or
(iii)     of  any reclassification of the Common Stock and/or Series C Preferred
Stock  (other  than  a  subdivision  or combination of the Company's outstanding
shares of Common Stock and/or Series C Preferred Stock), or of any consolidation
or  merger  to  which  the  Company  is  a  party  and for which approval of any
shareholders  of the Company is required, or the sale, conveyance or transfer of
all  or  substantially  all  the  assets  of  the  Company;  or
(iv)     of  the voluntary or involuntary dissolution, liquidation or winding-up
of  the  Company;
then  the  Company shall cause to be filed with the Registrar and at each office
or  agency  maintained  for  the  purpose  of conversion of shares of Series B-1
Preferred  Stock,  and  shall  cause  to  be mailed to all holders at their last
addresses  as  they  shall  appear  in  the shares of Series B-1 Preferred Stock
Register,  at  least 20 Business Days (or 10 Business Days in any case specified
in clause (i) or (ii) above) prior to the applicable date hereinafter specified,
a  notice  stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, rights or warrants, or, if a record is not to be
taken,  the date as of which the holders of shares of Common Stock and/or Series
C  Preferred  Stock  of  record  to  be entitled to such dividend, distribution,
rights  or  warrants  are  to  be  determined  or  (y)  the  date  on which such
reclassification,  consolidation,  merger,  sale,  transfer,  dissolution,
liquidation  or  winding-up  is expected to become effective, and the date as of
which  it  is  expected  that  holders of shares of Common Stock and/or Series C
Preferred  Stock  of record shall be entitled to exchange their shares of Common
Stock  and/or  Series  C  Preferred Stock for securities, cash or other property
deliverable  upon  such reclassification, consolidation, merger, sale, transfer,
dissolution,  liquidation  or winding-up. Failure to give the notice required by
this  Section  12(f)  or  any  defect  therein  shall not affect the legality or
validity  of  any  dividend,  distribution,  right,  warrant,  reclassification,
consolidation,  merger,  sale, transfer, dissolution, liquidation or winding-up,
or  the  vote  upon  any  such  action.
     (g)     The  Company  shall  at  all times reserve and keep available, free
from  preemptive  rights,  out  of  its authorized but unissued shares of Common
Stock,  for  the  purpose  of  effecting  the conversion of shares of Series B-1
Preferred  Stock,  the  full number of shares of Common Stock then issuable upon
the  conversion  of  all  outstanding  shares  of  Series  B-1  Preferred Stock.
(h)     The Company will pay any and all taxes that may be payable in respect of
the  issue  or  delivery  of  shares  of Common Stock on conversion of shares of
Series  B-1  Preferred Stock pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that of
the  holder  of  the share of Series B-1 Preferred Stock or shares of Series B-1
Preferred  Stock  to  be  converted, and no such issue or delivery shall be made
unless  and  until  the Person requesting such issue has paid to the Company the
amount  of  any  such tax, or has established to the satisfaction of the Company
that  such  tax  has  been  paid  or  is  not  payable.
(i)     Conversion  to  Other  Series  B  Preferred  Stock.
     (i)     Conversion  of  Series  B-1  Preferred  Stock.  Subject to and upon
compliance  with  the  provisions  of  this  Section  12(i)(i),  any  Regulated
Stockholder  (defined  below) shall be entitled to convert, at any time and from
time  to  time,  any  or all of the shares of Series B-1 Preferred Stock held by
such  Regulated  Stockholder  into  the  same  number  of  shares  of Series B-2
Preferred  Stock.
(ii)     Conversion  of  Series  B-2  Preferred  Stock.  Subject  to  and  upon
compliance  with the provisions of this Section 12(i)(ii), each record holder of
Series  B-2  Preferred Stock shall be entitled at any time and from time to time
in  such holder's sole discretion and at such holder's option, to convert any or
all  of  the  shares  of  such holder's Series B-2 Preferred Stock into the same
number  of  shares of Series B-1 Preferred Stock (and, if such holder so elects,
simultaneously  upon  issuance  of  such shares of Series B-1 Preferred Stock to
convert  any  or  all  of such shares of Series B-1 Preferred Stock to shares of
Common  Stock,  and  in  accordance with this Certificate of Designations, as if
such  holder of Series B-2 Preferred Stock were a holder of Series B-1 Preferred
Stock  when  making such election); provided, however, that Series B-2 Preferred
Stock  held  by  a  particular  Regulated  Stockholder may not be converted into
Series B-1 Preferred Stock to the extent that immediately prior thereto, or as a
result  of  such  conversion, the number of shares of Series B-1 Preferred Stock
held  by  such Regulated Stockholder would exceed the number of shares of Series
B-1  Preferred  Stock  which such Regulated Stockholder reasonably determines it
and  its  Affiliates  may  own, control or have the power to vote under any law,
regulation,  rule or other requirement of any governmental authority at the time
applicable  to  such  Regulated  Stockholder  or its Affiliates.  Each Regulated
Stockholder  may  provide  for  further  restrictions upon the conversion of any
shares  of  Series  B-2  Preferred  Stock  by providing the Company with signed,
written  instructions specifying such additional restrictions and legending such
shares  as  to  the  existence  of  such  restrictions.
(iii)     Conversion Procedure.  Each conversion of shares of Series B Preferred
Stock into shares of another class of Series B Preferred Stock shall be effected
by  the  surrender of the certificate or certificates representing the shares to
be  converted  (the  "Converting Shares") at the principal office of the Company
(or  such  other office or agency of the Company as the Company may designate by
written  notice  to  the holders of Series B Preferred Stock) at any time during
its  usual  business  hours,  together with written notice by the holder of such
Converting  Shares,  stating  that such holder desires to convert the Converting
Shares,  or  a  stated  number  of the shares represented by such certificate or
certificates, into an equal number of shares of the class into which such shares
may  be  converted  (the  "Converted Shares").  Such notice shall also state the
name  or  names  (with  addresses) and denominations in which the certificate or
certificates  for  Converted  Shares  are  to  be  issued  and  shall  include
instructions  for  the delivery thereof.  The Company shall promptly notify each
Regulated  Stockholder  of  its  receipt  of  such  notice.  Promptly after such
surrender  and  the  receipt  of such written notice, the Company will issue and
deliver  in  accordance  with  the  surrendering  holder's  instructions  the
certificate  or  certificates evidencing the Converted Shares issuable upon such
conversion,  and the Company will deliver to the converting holder a certificate
(which  shall  contain  such  legends  as  were  set  forth  on  the surrendered
certificate  or  certificates) representing any shares which were represented by
the certificate or certificates that were delivered to the Company in connection
with  such  conversion,  but  which were not converted.  Such conversion, to the
extent  permitted  by law, shall be deemed to have been effected as of the close
of  business  on  the  date on which such certificate or certificates shall have
been surrendered and such notice shall have been received by the Company, and at
such time the rights of the holder of the Converting Shares as such holder shall
cease  and  the  person  or  persons  in  whose name or names the certificate or
certificates  for  the  Converted  Shares  are to be issued upon such conversion
shall  be deemed to have become the holder or holders of record of the Converted
Shares.  Upon  issuance  of  shares  in accordance with this Section 12(i)(iii),
such  Converted  Shares  shall  be deemed to be duly authorized, validly issued,
fully  paid  and non-assessable.  The Company shall take all such actions as may
be  necessary  to assure that all such shares of Series B Preferred 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 Series
B  Preferred  Stock  may be listed (except for official notice of issuance which
will  be  immediately  transmitted  by  the Company upon issuance).  The Company
shall  not  close its books against the transfer of shares of Series B Preferred
Stock  in  any  manner  which  would interfere with the timely conversion of any
shares  of  Series  B  Preferred  Stock.
A  written  request for conversion from any Regulated Stockholder to the Company
stating  such  Regulated  Stockholder's  reasonable  belief that a conversion is
permissible under all applicable laws, rules and regulations shall be conclusive
and  shall  obligate  the  Company to effect such conversion in a timely manner.
     (iv)     Notice of Conversion to Other Regulated Stockholders.  The Company
shall  not  convert  or  directly  or  indirectly  redeem, purchase or otherwise
acquire  any  shares  of  Series B Preferred Stock or any other class of capital
stock  of  the  Company  or take any other action affecting the voting rights of
such  shares,  if  such  action  will  increase  the  percentage of any class of
outstanding  voting  securities owned or controlled by any Regulated Stockholder
(other  than  any  such  stockholder  which requested that the Company take such
action,  or  which  otherwise  waives  in  writing its rights under this Section
12(i)(iv)),  unless  the  Company  simultaneously  with taking such action gives
written  notice  that  it  is  taking such action to each Regulated Stockholder.
     (j)     Miscellaneous.
     (i)     Stock  Splits;  Adjustments.  If  the  Company  shall in any manner
subdivide  (by  stock split, stock dividend or otherwise) or combine (by reverse
stock  split  or  otherwise)  the outstanding shares of the Series B-1 Preferred
Stock  or  the  Series  B-2  Preferred Stock then the outstanding shares of each
other series of Series B Preferred Stock shall be subdivided or combined, as the
case  may be, to the same extent, share and share alike, and effective provision
shall  be  made  for  the  protection  of  the  conversion  rights  hereunder.
(ii)     Preemptive  Right  with  respect  to  Certain  Issuances.  In  case the
Company shall issue or sell any Common Stock or convertible Junior Shares (other
than  Common Stock issued (A) pursuant to the Company's existing or future stock
option  plans  or  pursuant to any other existing or future Common Stock-related
director  or  employee compensation plan of the Company approved by the Board of
Directors,  (B)  other  than  pursuant to the Company's existing or future stock
purchase  plans  approved  by  the Board of Directors which permit the Company's
employees  to  purchase  Common  Stock  at  not  more than a 15% discount to the
Current  Market Price, (C) as consideration for the acquisition of a business or
of assets, (D) in a firm commitment underwritten public offering when either (i)
the  underwriting  discount is 5% or less, or  (ii) the offering price per share
is  greater  than  the Conversion Price, (E) to the Company's unaffiliated joint
venture  partners  in  exchange for interests in the relevant joint venture, (F)
upon  exercise  or  conversion  of any security, the issuance of which caused an
adjustment  hereunder  or  the  issuance  of  which  did  not require adjustment
hereunder  or (G) upon exercise or conversion of any of the Series B-1 Preferred
Stock,  the  Series  B-2  Preferred  Stock,  the Series C Preferred Stock or the
Warrants  (as  defined  in  the  Purchase  Agreement)  in  accordance with their
respective  terms)  for a consideration per share less than the Conversion Price
then in effect but equal to or greater than the Current Market Price at the date
of  issuance  of  such Common Stock or convertible Junior Shares, the holders of
the Series B Preferred Stock shall be entitled if they so elect to purchase such
number  of  the  shares of the Common Stock or convertible Junior Shares (or, in
the  case of a Regulated Holder, upon such Regulated Holder's request, nonvoting
securities  (x) identical in all respects, other than voting, to any such voting
securities  and  (y)  convertible  into voting securities in a manner consistent
with  the convertibility of Series B-2 Preferred Stock into voting securities of
the  Company),  being  issued  as  will  permit  such  holders to maintain their
proportional  ownership  interest  in  the  Company  after giving effect to such
issuance.
     The  Company  shall give twenty days prior written notice to the holders of
the  Series B Preferred Stock of its intention to issue or sell any Common Stock
or  Junior  Shares  that  would  give rise to preemptive rights pursuant to this
Section 12(j)(ii).  Within ten days after receipt of such notice, the holders of
the Series B Preferred Stock shall notify the Company whether or not they intend
(without  commitment)  to  purchase  such  shares.
     (iii)     No  Charge.  The issuance of certificates for shares of any class
of  Series  B  Preferred Stock (upon conversion of shares of any other series of
Series  B  Preferred  Stock  or  otherwise)  shall be made without charge to the
holders  of  such  shares  for any issuance tax in respect thereof or other cost
incurred  by  the Company in connection with such conversion and/or the issuance
of shares of Series B Preferred Stock; provided, however, that the Company shall
not  be  required to pay any tax which may be payable in respect of any transfer
involved  in  the  issuance and delivery of any certificate in a name other than
that  of  the  holder  of  the  Series  B  Preferred  Stock  converted.
     13.     Change of Control.  (a)  If a Change of Control shall have occurred
(the  time  and  date  of such occurrence being a "Change of Control Date"), the
Company  shall cause to be filed with the Registrar and at each office or agency
maintained  for the purpose of conversion of shares of Series B Preferred Stock,
and  shall  cause  to  be  mailed to all holders at their last addresses as they
shall  appear  in  the  Series B Preferred Stock Register, in any case within 10
days  after  the  Change  of  Control  Date,  a notice stating (1) the Change of
Control  Date,  (2) the fact that (if the Change of Control Date is prior to the
Fifth  Anniversary  Date)  the  holders  shall  receive  the Special Payment (as
defined  below) as a result of such Change of Control, (3) the fact that holders
shall  have  the  right  to either (a) continue to hold their shares of Series B
Preferred  Stock  (or  the  shares  of preferred stock issued in respect thereof
pursuant  to  Section  14)  (the  "Hold Option") or (b) in the case of shares of
Series  B-1  Preferred Stock, convert such shares (after taking into account the
Special  Payment)  in  accordance  with  Section 12 or (c) elect the Remarketing
Option  (as  defined  below), (4) the relevant circumstances and facts regarding
such  Change of Control and (5) the instructions that such holder must follow in
order  to exercise the rights identified above. As of the Change of Control Date
(if  the Change of Control Date occurs prior to the Fifth Anniversary Date), the
holders  of  the  Series  B  Preferred  Stock shall receive the Special Payment,
pursuant to which the Liquidation Preference of each share of Series B Preferred
Stock  shall  be  deemed  to  have  been  increased  by  an amount (the "Special
Payment")  equal  to  the  product  of (x) the Share Factor with respect to such
share  of Series B Preferred Stock and (y) the Aggregate Special Payment Amount.
Such  Special  Payment  shall  accrue  as  of the Change of Control Date (if the
Change  of  Control  Date is prior to the Fifth Anniversary Date) whether or not
the  Company  has  earnings  or  profits, whether or not there are funds legally
available  for  the payment of such dividend and whether or not such dividend is
declared  and  shall be in all respects identical to any other dividend declared
or  accrued  on the Series B Preferred Stock (except as set forth above) and all
provisions  of  this  Certificate  of  Designation applicable to dividends shall
apply  to such Special Payment (except as set forth above).  The Special Payment
shall  be  added  to the Liquidation Preference as of the Change of Control Date
whether the holders of the Series B Preferred Stock elect the Hold Option or the
Remarketing  Option  or whether they elect to convert their shares in accordance
with  Section  12.
     (b)     Within  30  days  after  delivery  by  the  Company  of  the notice
described  in  Section  13(a), each holder of shares of Series B Preferred Stock
(or  the shares of preferred stock issued in respect thereof pursuant to Section
14) who wishes to exercise the Hold Option or the Remarketing Option must submit
written notice (a "COC Response Notice") to the Company setting forth the option
such  holder  wishes  to  elect (and if no option is selected within such 30 day
period  such  holder  shall  be  deemed  to  have  selected  the  Hold  Option).
(c)     If  the  Hold  Option  is  selected  with respect to a share of Series B
Preferred  Stock, or if no notice from a holder is received by the date referred
to  in  the  preceding paragraph, such share of Series B Preferred Stock (or the
shares  of  preferred  stock  issued  in respect thereof pursuant to Section 14)
shall  remain  outstanding  in  accordance  with  its  current terms (including,
without  limitation,  the  right to convert pursuant to Section 12) after giving
effect  to  the  Special  Payment  (if  applicable).
(d)     If  the Remarketing Option is selected with respect to a share of Series
B  Preferred  Stock, the holder of such share shall be deemed to have elected to
waive  such  holder's  right during the Remarketing Period to convert such share
pursuant  to  Section  12  during  the  Remarketing Period and the Company shall
thereafter  have  the  option (the "Remarketing Option") to either (a) have such
share  redeemed  in accordance with the optional redemption procedures set forth
in  Section  10  (except that such procedures shall apply only to the holders so
electing  the  Remarketing Option) or (b) remarket such share for the account of
such holder and, if the net proceeds to such holder of such remarketing are less
than an amount in cash equal to 100% of the Liquidation Preference (after giving
effect  to  the  Special Payment (if applicable)) of such share plus accrued and
unpaid dividends thereon from the last Dividend Payment Date to the date payment
in  full  is  received by such holder in respect of such share (the "Remarketing
Price"),  the  Company  shall issue to and sell for the account of such holder a
sufficient  number  of  shares  of Common Stock to make up such shortfall; i.e.,
such  that  the holder receives a net amount in cash in respect of such share of
Series  B  Preferred  Stock as to which the Remarketing Option has been selected
which, when taken together with the net proceeds received by such holder in such
remarketing  is  equal to the Remarketing Price.  Written notice of the election
by the Company to either redeem or remarket such share shall be provided to such
holder  within  75  days  after  receipt of a COC Response Notice specifying the
Remarketing  Option.
(e)     In  order  to  accomplish  the  remarketing,  the Company shall take all
actions  that  may  be  necessary,  including  without limitation, preparing and
filing  a  registration  statement  under  the Securities Act, and shall pay all
expenses  (including without limitation, underwriting discounts) associated with
the remarketing and issuance and shall provide customary indemnification for the
benefit  of  the  holder  against  securities  law  liabilities  in  connection
therewith.  If  the Remarketing Option has been selected and the Company has not
elected  to  redeem such share, payment of the full Remarketing Price in respect
of  the  remarketed share shall be made at a single settlement against surrender
of  the  share.  Such  settlement  shall  take  place  as  soon  as  reasonably
practicable.  If  such  settlement does not take place within 180 days after the
date  of  the  Company's  written  notice  pursuant  to paragraph (d) above (the
"Remarketing Period"), the Company shall give written notice to the holders that
have  elected  the  Remarketing  Option that such 180-day period has elapsed and
that  each  such  holder shall have the option, for a period of 10 Business Days
following  the  giving  of such notice, of electing to terminate the remarketing
process  with  respect  to such holder's shares and to elect (i) to convert such
holder's  shares  in  accordance  with  Section 12 or (ii) the Hold Option.  The
foregoing  shall not affect the holder's right to receive and retain the Special
Payment  (if  the Change of Control Date is prior to the Fifth Anniversary Date)
as  of  the  Change  of  Control  Date).
(f)     The  Company  shall have the right to institute reasonable procedures in
order  to  implement  this Section 13 and, to the extent reasonably practicable,
will  make  proper  provision prior to the Change of Control Date to ensure that
the  holders  of  shares of Series B Preferred Stock will be entitled to receive
the  benefits  intended  to  be  afforded  by  this Section 13.  Nothing in this
Section  13  shall  affect the rights of the holders of Series B Preferred Stock
set  forth  in  Section  14  hereof.
     14.     Consolidation,  Merger, Conveyance or Transfer. Without the vote or
consent  of the holders of a majority of the then Outstanding shares of Series B
Preferred Stock, the Company may not consolidate or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of  its  assets  to,  any  Person  unless (i) if the Company is the surviving or
continuing Person, the Series B Preferred Stock shall remain outstanding without
any  amendment  that would adversely affect the preferences, rights or powers of
the  Series  B  Preferred  Stock,  (ii)  if  the Company is not the surviving or
continuing  Person,  (a) the entity formed by such consolidation or merger or to
which  such  sale,  assignment, transfer, lease, conveyance or other disposition
shall have been made (in any such case, the "resulting entity") is a corporation
organized and existing under the laws of Bermuda, the United States or any State
thereof  or  the  District of Columbia; and (b) the shares of Series B Preferred
Stock  are  converted  into or exchanged for and become shares of such resulting
entity,  having in respect of such resulting entity the same (or more favorable)
powers,  preferences  and  relative,  participating,  optional  or other special
rights that the shares of Series B Preferred Stock had immediately prior to such
transaction;  and  (iii)  the  Company  shall have delivered to the Registrar an
Officers' Certificate and an opinion of counsel, reasonably satisfactory in form
and  content,  each  stating  that  such  consolidation,  merger,  conveyance or
transfer  complies with this Section 14 and that all conditions precedent herein
provided  for  relating  to  such  transaction  have  been  complied  with.
15.     SEC  Reports;  Reports  by  Company.  So  long as any shares of Series B
Preferred Stock are outstanding, the Company shall file with the SEC and, within
15  days after it files them with the SEC, with the Registrar and, if requested,
furnish  to  each  holder  of  shares of Series B Preferred Stock all annual and
quarterly  reports  and  the  information, documents, and other reports that the
Company  is  required to file with the SEC pursuant to Section 13(a) or 15(d) of
the  Exchange  Act  ("SEC Reports"). In the event the Company is not required or
shall  cease  to  be required to file SEC Reports, pursuant to the Exchange Act,
the  Company  will  nevertheless  file such reports with the SEC (unless the SEC
will  not  accept such a filing). Whether or not required by the Exchange Act to
file SEC Reports with the SEC, so long as any shares of Series B Preferred Stock
are Outstanding, the Company will furnish or cause to be furnished copies of the
SEC Reports to the holders of shares of Series B Preferred Stock at the time the
Company  is  required to make such information available to the Registrar and to
prospective  investors  who  request  it  in  writing.
16.     Definitions.  For  purposes  of  this  Certificate  of  Designation, the
following  terms  shall have the meaning set forth below (capitalized terms used
but  not  defined  herein shall have the meanings ascribed to them in the Series
B-2  Certificate  of  Designations):
     "Accumulated  Dividends"  has  the  meaning  set  forth  in  Section  6.
"Affiliate"  means,  with  respect  to  any Person, any other Person directly or
indirectly  controlling,  controlled  by,  or  under  direct  or indirect common
control  with,  such  Person.  For  the  purposes  of  this  definition  and the
definition of "HMTF Group", "control" when used with respect to any Person means
the  power  to  direct  the  management and policies of such Person, directly or
indirectly,  whether  through the ownership of voting securities, by contract or
otherwise;  and  the  terms  "controlling"  and  "controlled"  have  meanings
correlative  to  the  foregoing.  Without  limiting the foregoing, each of Chase
Capital  Partners,  The  Chase  Manhattan  Corporation, each of their respective
affiliates  (the "Chase Entities") and any other person, fund or entity for whom
any  of  the  Chase  Entities  acts  as  a  fiduciary  or provides discretionary
management  with  respect  to  any  investments  or  any such direct or indirect
interests  therein  shall  be  deemed  to  be  affiliates  of  each  other.
"Aggregate  Change of Control Date Accreted Value" means the product obtained by
multiplying  (x)  the Change of Control Date Accreted Value by (y) the number of
shares  of  Series B Preferred Stock Outstanding immediately prior to the Change
of  Control  Date.
"Aggregate  Five  Year Accreted Value" means the product obtained by multiplying
(x)  the  Five  Year  Accreted  Value  by  (y)  the number of shares of Series B
Preferred  Stock  Outstanding  immediately  prior to the Change of Control Date.
"Aggregate  Special  Payment  Amount"  means  the  difference  between  (x)  the
Aggregate  Five Year Accreted Value and (y) the Aggregate Change of Control Date
Accreted  Value.
"Board  of  Directors"  has  the  meaning  set  forth  in  the  Recitals.
"Business  Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is  not  a  day  on  which  banking  institutions  in  The  City of New York are
authorized  or  obligated  by  law  or  executive  order  to  be  closed.
"By-laws"  has  the  meaning  set  forth  in  the  Recitals.
"COC  Response  Notice"  has  the  meaning  set  forth  in  Section  13(b).
"Capital  Stock"  means,  with  respect  to  any  person,  any  and  all shares,
interests,  participations,  rights in, or other equivalents (however designated
and  whether  voting  and/or non-voting) of such person's capital stock, whether
outstanding  on  the  Closing Date or issued after the Closing Date, and any and
all  rights  (other  than  any  evidence  of  indebtedness), warrants or options
exchangeable  for  or  convertible  into  such  capital  stock.
"Certificate  of  Incorporation"  has  the  meaning  set  forth in the recitals.
"Change  of  Control"  means the occurrence of any of the following events:  (a)
any  "person"  or "group" (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
and  13d-5  under the Exchange Act, except that a person shall be deemed to have
"beneficial  ownership"  of  all  securities  that  such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of  time),  directly or indirectly, of more than 50% of the total Voting Capital
Stock  of  the  Company; or (b) the Company consolidates with, or merges with or
into,  another person or sells, assigns, conveys, transfers, leases or otherwise
disposes  of all or substantially all of its assets to any person, or any person
consolidates  with,  or  merges  with  or  into  the  Company, in any such event
pursuant  to  a  transaction  in which either (A) the outstanding Voting Capital
Stock  of  the  Company  is  converted into or exchanged for cash, securities or
other  property,  other  than  any such transaction where immediately after such
transaction no "person" or "group" (as such terms are used in Sections 13(d) and
14(d)  of  the  Exchange  Act) (other than any such group if each member of such
group,  together  with  its  Affiliates,  owns less than 50% of the total Voting
Capital  Stock  of  the  Company) is the "beneficial owner" (as defined in Rules
13d-3  and 13d-5 under the Exchange Act, except that a person shall be deemed to
have  "beneficial ownership" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of  time),  directly or indirectly, of more than 50% of the total Voting Capital
Stock  of  the  surviving or transferee company or its parent company or (B) the
holders of the outstanding Voting Capital Stock of the Company immediately prior
to  such  transaction hold less than 50% of the outstanding Voting Capital Stock
of  the  surviving or transferee company or its parent company immediately after
the  transaction  or (C) during any consecutive two-year period, individuals who
at  the  beginning  of  such period constituted the Board of Directors (together
with  any  new  directors  whose  election  by  the  Board of Directors or whose
nomination  for  election  by  the stockholders of the Company was approved by a
vote  of  a  majority  of  the  directors  then  still in office who were either
directors  at  the  beginning of such period or whose election or nomination for
election  was  previously  so  approved)  cease  for  any reason to constitute a
majority  of  the  Board  of  Directors  then  in  office.
"Change  of  Control  Date"  has  the  meaning  set  forth  in  Section  13(a).
"Change  of  Control  Date  Accreted Value" means with respect to each $1,072 of
original  Liquidation Preference, the value that $1,072 would accrete to between
the  Closing  Date  and  the  Change of Control Date, compounded quarterly at an
annual  rate  of  7.50%.
"Closing  Date"  means  any  Closing  Date  under  the  Purchase  Agreement.
"closing  price"  has  the  meaning  set  forth  in  Section  12(d)(vi).
"Common  Stock  Record  Date"  has  the  meaning set forth in Section 12(d)(vi).
"Common Stock" means the common stock of the Company, par value $0.01 per share.
"Company"  has  the  meaning  set  forth  in  the  Recitals.
"Company  Order"  means  a  written  request  or order signed in the name of the
Company by its Chairman of the Board, its Chief Executive Officer, its President
or  any  Executive  or Senior Vice President and by its Chief Financial Officer,
Treasurer,  an  Assistant  Treasurer,  its  Secretary or an Assistant Secretary.
"Conversion  Agent"  has  the  meaning  set  forth  in  Section  5(a).
"Conversion  Price"  has  the  meaning  set  forth  in  Section  12.
"Current  Market  Price"  has  the  meaning  set  forth  in  Section  12(d)(vi).
"Dilution  Trigger  Event"  has  the  meaning  set  forth  in Section 12(d)(iv).
"Distributed  Securities"  has  the  meaning  set  forth  in  Section 12(d)(iv).
"Dividend  Payment  Date"  has  the  meaning  set  forth  in  Section  6.
"Dividend  Record  Date"  has  the  meaning  set  forth  in  Section  7(a).
"Exchange  Act"  means  the  Securities  Exchange  Act  of  1934,  as  amended.
"Expiration  Time"  has  the  meaning  set  forth  in  Section  12(d)(v).
"fair  market  value"  has  the  meaning  set  forth  in  Section  12(d)(vi).
"Fifth  Anniversary  Date"  has  the  meaning  set  forth  in  Section 8(c)(vi).
"Five  Year  Accreted  Value"  means  with  respect  to  each $1,072 of original
Liquidation  Preference,  $1,554.34  (subject  to  appropriate  adjustment  with
respect to stock splits, stock dividends and similar events affecting the Series
B  Preferred  Stock).
"HMTF  Group"  has  the  meaning  set  forth  in  Section  8(d).
"HMTF  Holders"  has  the  meaning  set  forth  in  Section  8(d).
"Hold  Option"  has  the  meaning  set  forth  in  Section  13(a).
"Junior  Shares"  has  the  meaning  set  forth  in  Section  9(a).
"Liquidation  Preference"  means  an  amount  equal  to $1,000 per share plus an
amount  equal  to  the  Share  Option  Adjustment  Amount  per share of Series B
Preferred  Stock,  subject  to  change  in accordance with Section 6, Section 7,
Section 11 and Section 13 hereof, including, without limitation, by the addition
of  Accumulated  Dividends  and,  if  applicable  and  without  duplication, the
Special  Payment.
"Mandatory  Redemption  Date"  has  the  meaning  set  forth  in  Section 10(b);
provided, however, that if such date shall not be a Business Day, then such date
          -------
shall  be  the  next  Business  Day.
"nonelecting  share"  has  the  meaning  set  forth  in  Section  12(e).
"Odd-lot  Redemption"  has  the  meaning  set  forth  in  Section  10(c).
"Officers' Certificate" means a certificate of the Company signed in the name of
the  Company  by  its  Chairman  of  the Board, its Chief Executive Officer, its
President  or  an  Executive or Senior Vice President and by its Chief Financial
Officer,  Treasurer,  an  Assistant  Treasurer,  its  Secretary  or an Assistant
Secretary.
"Optional  Redemption"  has  the  meaning  set  forth  in  Section  10(a).
"Optional  Redemption  Date"  has  the  meaning  set  forth  in  Section  10(a).
"Outstanding"  means  (i) when used with respect to shares of Series B Preferred
Stock,  as  of the date of determination, all shares of Series B Preferred Stock
theretofore  authenticated  and delivered under this Certificate of Designation,
except  (a) shares of Series B Preferred Stock theretofore converted into shares
of  Common  Stock  and/or Series C Preferred Stock in accordance with Section 12
and  shares of Series B Preferred Stock theretofore canceled by the Registrar or
delivered  to  the  Registrar for cancellation; (b) shares of Series B Preferred
Stock  for  whose  payment  or redemption money in the necessary amount has been
theretofore  deposited  with  the  Registrar or any Paying Agent (other than the
Company)  in  trust  or set aside and segregated in trust by the Company (if the
Company  shall  act  as  its own Paying Agent) for the holders of such shares of
Series  B  Preferred  Stock; provided that, if such shares of Series B Preferred
Stock are to be redeemed, notice of such redemption has been duly given pursuant
to  this  Certificate  of  Designation or provision therefor satisfactory to the
Registrar  has been made; and (c) shares of Series B Preferred Stock in exchange
for  or  in  lieu  of  which  other shares of Series B Preferred Stock have been
authenticated  and  delivered  pursuant  to  this  Certificate  of  Designation;
provided,  however,  that,  in  determining whether the holders of the shares of
Series  B  Preferred  Stock  have  given  any  request,  demand,  authorization,
direction, notice, consent or waiver or taken any other action hereunder, shares
of  Series  B  Preferred  Stock  owned  by  the Company or any Subsidiary of the
Company  shall  be disregarded and deemed not to be Outstanding, except that, in
determining  whether  the  Registrar shall be protected in relying upon any such
request,  demand,  authorization,  direction,  notice,  consent, waiver or other
action,  only  shares of Series B Preferred Stock which the Registrar has actual
knowledge  of  being  so  owned  shall  be  so  disregarded.  Shares of Series B
Preferred  Stock  so owned which have been pledged in good faith may be regarded
as  Outstanding  if the pledgee establishes to the satisfaction of the Registrar
the  pledgee's right so to act with respect to such shares of Series B Preferred
Stock  and  that  the  pledgee  is not the Company or any other obligor upon the
shares  of  Series  B Preferred Stock or any Affiliate of the Company or of such
other  obligor and (ii) when used with respect to shares of Series B-2 Preferred
Stock,  the same definition of "Outstanding" shall apply thereto with references
to  Series  B-2  being  substituted  for  references  to  Series  B-1  therein.
"Parity  Shares"  has  the  meaning  set  forth  in  Section  9(a).
"Paying  Agent"  has  the  meaning  set  forth  in  Section  5(a).
"Person"  means  an  individual,  partnership,  corporation,  limited  liability
company, business trust, joint stock company, trust, unincorporated association,
joint  venture,  governmental  authority  or  other  entity  of whatever nature.
"Preferred  Stock"  means,  with  respect  to  any  person,  any and all shares,
interests,  participations  or  other  equivalents  (however designated, whether
voting  or  non-voting)  of such person's preferred or preference stock, whether
now  outstanding  or  issued  after  the  date  hereof, including all series and
classes  of  such  preferred  or  preference  stock.
"Purchase  Agreement"  means  the  Securities  Purchase  Agreement,  dated as of
February  1, 2000, among the Company and the Purchasers named therein, as it may
be  amended  from  time  to  time.
"Purchased  Shares"  has  the  meaning  set  forth  in  Section  12(d)(v).
"Redemption  Date"  has  the  meaning  set  forth  in  Section  10(d).
"Redemption  Notice"  has  the  meaning  set  forth  in  Section  10(d).
"Redemption  Price"  has  the  meaning  set  forth  in  Section  10(a).
"Registrar"  has  the  meaning  set  forth  in  Section  3.
"Registration  Rights  Agreement" means the Registration Rights Agreement, dated
as  of  March  9,  2000,  among  the  Company  and  the  Purchasers.
"Regulated  Stockholder"  shall  mean  Chase Equity Associates, LLC or any other
stockholder  that  (i)  is  subject  to the provisions of Regulation Y or has an
Affiliate  subject  to  provisions  of Regulation Y, (ii) holds shares of Common
Stock or Preferred Stock of the Company and (iii) has provided written notice to
the  Company  of  its  status  as  a  "Regulated  Stockholder"  hereunder.
"Regulation Y"  shall mean Regulation Y of the Board of Governors of the Federal
Reserve  System,  12  C.F.R.  Part  225  (or  any successor to such Regulation).
"Relinquishing Holder" means Chase Capital Partners and its Affiliates and their
respective  transferees  and any other holder of a share of Series B-1 Preferred
Stock  that  delivers  a  written  notice to the Company to the effect that such
holder  elects not to be entitled to vote with respect to any matter referred to
in  Section  8(d).
"Remarketing  Option"  has  the  meaning  set  forth  in  Section  13(d).
"Restrictive  Legend"  has  the  meaning  set  forth  in  Section  4.
"resulting  entity"  has  the  meaning  set  forth  in  Section  14.
"SEC"  means  the  Securities  and  Exchange  Commission,  as  from time to time
constituted,  created  under  the Securities Exchange Act of 1934, or, if at any
time  after  the  adoption of this Certificate of Designation such commission is
not  existing  and  performing  the  duties  now  assigned  to it, then the body
performing  such  duties  at  such  time.
"SEC  Reports"  has  the  meaning  set  forth  in  Section  15.
"Securities  Act"  has  the  meaning  set  forth  in  Section  4.
"Senior  Shares"  has  the  meaning  set  forth  in  Section  9(a).
"Series  B  Preferred Stock" means the Series B-1 Preferred Stock and the Series
B-2  Preferred  Stock.
"Series  B-1  Preferred  Stock"  has  the  meaning  set  forth  in  Section  1.
"Series  B-2 Certificate of Designations" means the Certificate of Designations,
Preferences  and  Rights of the Company's 7.50% Cumulative Convertible Preferred
Stock,  Series  B-2,  due  2015.
"Series  B-2  Preferred  Stock" means the Company's 7.50% Cumulative Convertible
Preferred  Stock,  Series B-2, due 2015, par value $0.01 per share, to be issued
pursuant  to  the  Series  B-2  Certificate  of  Designations.
"Series  C  Certificate  of Designations" means the Certificate of Designations,
Preferences  and  Rights  of  the  Series  C  Preferred  Stock.
"Series  C  Preferred  Stock"  means  the Company's Convertible Preferred Stock,
Series  C,  par  value  $0.01  per  share, to be issued pursuant to the Series C
Certificate  of  Designations.
"Share  Factor"  means with respect to each share of Series B Preferred Stock, a
fraction,  the numerator of which is the Liquidation Preference of such share as
of the Change of Control Date, without giving effect to the Special Payment, and
the  denominator  of  which  is  the  aggregate  Liquidation  Preference  of all
outstanding shares of Series B Preferred Stock as of the Change of Control Date,
without  giving  effect  to  the  Special  Payment.
"Share  Option  Adjustment  Amount"  means  an  amount  equal  to  $72.00.
"Special  Payment"  has  the  meaning  set  forth  in  Section  13.
"Voting Capital Stock" means with respect to any Person, securities of any class
or  classes  of  Capital  Stock  in such Person ordinarily entitling the holders
thereof  (whether  at all times or at the times that such class of Capital Stock
has  voting  power by reason of the happening of any contingency) to vote in the
election  of  members  of the board of directors or comparable governing body of
such  Person.

<PAGE>

Series  B-1  Certificate  of  Designation
Signature  Page
NY01/MEEHT/490948.11
     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
to  be  duly executed by the undersigned officer of the Company, this 9th day of
March,  2000.
      VIATEL,  INC.,
      By:
      Name:
      Title:

<PAGE>

                                    EXHIBIT A


"THE  SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF  ANY  STATE  OF  THE  UNITED  STATES.  SUCH  SHARES MAY NOT BE OFFERED, SOLD,
TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH  REGISTRATION  OTHER  THAN  PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS."