Exhibit 4.5


                       RECKSON SERVICE INDUSTRIES, INC.

                          CERTIFICATE OF DESIGNATIONS

                    ESTABLISHING AND FIXING THE RIGHTS AND
             PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK



     Reckson Service Industries, Inc., a Delaware corporation (the
"Corporation"), certifies that:

First: Pursuant to the authority expressly vested in the Board of Directors of
the Corporation by Article VI of its Certificate of Incorporation, as
heretofore amended (which, as hereafter restated or amended from time to time,
are together with these Certificate of Designations herein called the
"Certificate of Incorporation"), the Board of Directors has, by resolution,
duly designated and classified 5,000 shares of the Preferred Stock of the
Corporation into a series designated 8 7/8 % Series A-2 Convertible Cumulative
Preferred Stock and has provided for the issuance of such series.

Second : The preferences, rights, voting powers, restrictions, limitations as
to distributions, qualifications and terms and conditions of redemption of the
shares of such series of Preferred Stock, which upon any restatement of the
Certificate of Incorporation shall be included as part of Article VI of the
Certificate of Incorporation, are as follows:

           8 7/8% SERIES A-2 CONVERTIBLE CUMULATIVE PREFERRED STOCK

(1)  Designation and Number.

     A series of Preferred Stock of the Corporation ("Preferred Stock"),
designated the "8 7/8% Series A-2 Convertible Cumulative Preferred Stock" (the
"Series A-2 Preferred"), is hereby established. The number of shares of the
Series A-2 Preferred shall be 5,000.

(2)  Rank. The Series A-2 Preferred will, with respect to distribution
rights and rights upon liquidation, dissolution or winding up of the
Corporation, rank: (a) senior to all classes or series of Common Stock of the
Corporation ("Common Stock") and to all equity securities issued by the
Corporation the terms of which provide that such equity securities shall rank
junior to such Series A-2 Preferred; (b) on a parity with all equity
securities issued by the Corporation other than those referred to in clauses
(a) and (c); and (c) junior to all equity securities issued by the Corporation
that rank senior to the Series A-2 Preferred in accordance with Section 4(d).
The term "equity securities" shall not include convertible debt securities.

(3)  Distributions.

     (a) Holders of the shares of Series A-2 Preferred shall be entitled to
receive, when and as authorized by the Board of Directors, out of funds
legally available for the payment of distributions, cumulative cash
distributions at the rate of 8 7/8% per annum of the liquidation preference
per share (equivalent to $88.75 per annum per share of Series A-2 Preferred ).
Distributions on the Series A-2 Preferred shall be cumulative from January 27,
2000 and shall be payable quarterly in arrears on January 27, April 27, July
27 and October 27 of each year or, if not a business day, the next succeeding
business day, commencing April 27, 2000 (each, a "Distribution Payment Date").
Any distribution payable on the Series A-2 Preferred for a partial
distribution period will be computed on the basis of a 360-day year consisting
of twelve 30-day months. Distributions will be payable to holders of record as
they appear in the stock transfer records of the Corporation at the close of
business on the applicable record date, which shall be such date designated by
the Board of Directors of the Corporation for the payment of distributions
that is not more than 30 nor less than 10 days prior to such Distribution
Payment Date (each, a "Distribution Payment Record Date").

     (b) Notwithstanding the foregoing, the Corporation may elect to pay any
distribution on the Series A-2 Preferred by delivery of shares of Common
Stock, but if and only if the following conditions have been satisfied:

          (i) The shares of Common Stock deliverable in payment of such
distribution shall have a fair market value as of the Distribution Payment
Date equal to not less than the amount of such distribution. For purposes of
this Section 1, the fair market value of shares of Common Stock shall be equal
to 97.5% of the Current Market Price for the Trading Day immediately preceding
such distribution;

          (ii) If such shares of Common Stock are delivered on or prior to the
second anniversary of the issue date of the Series A-2 Preferred, then such
shares shall be registered under the Securities Act of 1933 for resale by the
holders of the Series A-2 Preferred, and the Corporation shall have delivered
to each holder a current prospectus pursuant to which such resale may be
effected; and in the event any shares of Common Stock to be issued in respect
of any subsequent distribution require registration under any Federal
securities law before such shares may be freely transferrable without being
subject to any transfer restrictions under the Securities Act of 1933 upon
issuance, such registration shall have been completed and shall have become
effective prior to the date of such distribution;

          (iii) In the event any shares of Common Stock to be issued in
respect of such require registration with or approval of any governmental
authority under any State law or any other Federal law before such shares may
be validly issued or delivered upon issuance, such registration shall have
been completed or have become effective and such approval shall have been
obtained, in each case, prior to the date of such distribution;

          (iv) The shares of Common Stock delivered in payment of such
distribution shall have been accepted for quotation on the Nasdaq National
Market immediately prior to the date of such distribution;

          (v) All shares of Common Stock delivered in payment of such
distribution shall, upon issue, be duly and validly issued and fully paid and
non-assessable and free of any preemptive rights; and

          (vi) In respect of each such Distribution Payment Date, the
Corporation shall have given the holders of the Series A-2 Preferred not less
than three nor more than 15 Trading Days' notice of its election to effect
payment in respect of such distribution by delivery of shares of Common Stock.

          (vii) If all of the conditions set forth in the foregoing clauses
(i) through (vi) are not satisfied in accordance with the terms thereof, any
such distribution shall be paid by the Corporation only in cash.

          (viii) Notwithstanding the foregoing, at no time will the
Corporation deliver shares of Common Stock to any holder in satisfaction of a
distribution if the number of shares so delivered, together with the number of
shares of Common Stock owned (or deemed for bank regulatory purposes to be
owned) by such holder and its affiliates as theretofore notified to the
Corporation (in a notice delivered not less than seven Trading Days prior to
the relevant Distribution Payment Date), represent more than 4.9% of the
Common Stock then outstanding. If the limitation set forth in the previous
sentence would apply to any distribution, the Corporation may elect (by notice
to the holder delivered not less than three Trading Days prior to the relevant
Distribution Payment Date) to satisfy a portion of such distribution in shares
of Common Stock (up to the maximum number of shares permitted under the
limitation set forth in the previous sentence) and the balance in cash.

          (ix) Any issuance of shares of Common Stock in respect of any
distribution pursuant to this Section 1 shall be deemed to have been effected
immediately prior to the close of business on the Distribution Payment Date
and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such delivery
shall be deemed to have become on such date the holder or holders of record of
the shares represented thereby; provided, however, that in case any
installment shall be deliverable on a date when the stock transfer books of
the Corporation shall be closed, the person or persons in whose name or names
the certificate or certificates for such shares are to be issued shall be
deemed to have become the record holder or holders thereof for all purposes at
the opening of business on the next succeeding day on which such stock
transfer books are open. No payment or adjustment shall be made for dividends
or distributions on any Common Stock issued pursuant to this Section 1
declared prior to the relevant delivery date.

          (x) No fractions of shares shall be issued upon any payment made in
shares of Common Stock in respect of the Series A-2 Preferred. Instead of any
fractional share of Common Stock which would otherwise be so issuable, the
Corporation will round up to the next higher whole share or pay such
fractional share in cash (based on the Current Market Price for the
immediately preceding Trading Day).

          (xi) Any issuance and delivery of certificates for shares of Common
Stock pursuant to this Section 1 shall be made without charge to holders of
Series A-2 Preferred for such certificates or for any documentary, stamp or
similar issue tax or duty in respect of the issuance or delivery of such
certificates or the securities represented thereby; provided, however, that
the Corporation shall not be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issuance or delivery of
certificates for shares of Common Stock in a name other than that of a holder
of Series A-2 Preferred, and no such issuance or delivery shall be made unless
and until the person requesting such issuance or delivery has paid to the
Corporation the amount of any such tax or duty or has established, to the
satisfaction of the Corporation, that such tax or duty has been paid. Upon the
request of any holder, given not less than two Trading Days prior to the date
of distribution, delivery of any shares of Common Stock issuable to such
holders with respect of such distribution shall be effected through the
facilities of The Depository Trust Company.

     (c) No distributions on the Series A-2 Preferred shall be authorized by
the Board of Directors of the Corporation or be paid or set apart for payment
by the Corporation at such time as the terms and provisions of any agreement
of the Corporation, including any agreement relating to its indebtedness,
prohibits such authorization , payment or setting apart for payment or
provides that such authorization, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such authorization
or payment shall be restricted or prohibited by law.

     (d) Distributions on the Series A-2 Preferred will accumulate whether or
not the Corporation has earnings, whether or not there are funds legally
available for the payment of such distributions and whether or not such
distributions are authorized or declared. Additional distributions will
accumulate on the amount of any accumulated but unpaid distributions on the
Series A-2 Preferred beyond the applicable Distribution Payment Date, at the
rate of 10 7/8% per annum, computed on a daily basis.

     (e) No full distributions will be authorized or paid or set apart for
payment on any equity securities of the Corporation ranking, as to
distributions, on a parity with or junior to the Series A-2 Preferred for any
period unless full distributions have been or contemporaneously are authorized
and paid or authorized and a sum sufficient for the payment thereof is set
apart for such payment on the Series A-2 Preferred for all past distribution
periods and the then current distribution period. When distributions are not
paid in full or a sum sufficient for such full payment is not so set apart
upon the Series A-2 Preferred and the other equity securities of the
Corporation ranking on a parity as to distributions with the Series A-2
Preferred, all distributions authorized upon the Series A-2 Preferred and any
other equity securities of the Corporation ranking on a parity as to
distributions with the Series A-2 Preferred shall be authorized pro rata so
that the amount of distributions authorized per share of Series A-2 Preferred
and such other equity securities shall in all cases bear to each other the
same ratio that accumulated distributions per share on the Series A-2
Preferred and such other equity securities (which shall not include any
accumulation in respect of unpaid distributions for prior distribution periods
if such equity securities do not have cumulative distributions) bear to each
other.

     (f) Unless full distributions on the Series A-2 Preferred have been or
contemporaneously are authorized and paid or authorized and a sum sufficient
for the payment thereof is set apart for payment for all past distribution
periods and the then current distribution period, no distributions shall be
authorized or paid or set aside for payment or other distribution shall be
authorized or made upon the Common Stock or any other equity securities of the
Corporation ranking junior to or on a parity with the Series A-2 Preferred as
to distributions or upon liquidation, nor shall any shares of Common Stock or
any other equity securities of the Corporation ranking junior to or on a
parity with the Series A-2 Preferred as to distributions or upon liquidation
be redeemed, purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the redemption of
any such shares) by the Corporation (except by conversion into or exchange for
other stock of the Corporation ranking junior as to the Series A-2 Preferred
with respect to distributions and upon liquidation).

     (g) Any distribution payment made on shares of the Series A-2 Preferred
shall first be credited against the earliest accumulated but unpaid
distribution due with respect to such shares which remains payable.

(4)  Liquidation Preference.

     (a) Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation (referred to herein as a "liquidation"),
the holders of the Series A-2 Preferred will be entitled to be paid out of the
assets of the Corporation legally available for distribution to its
stockholders liquidating distributions, in cash or property at its fair market
value as determined by the Corporation's Board of Directors, in the amount of
a liquidation preference of $1,000 per share, plus an amount equal to any
accumulated and unpaid distributions to the date of such liquidation, before
any distribution or payment is made to holders of Common Stock or any other
equity securities of the Corporation ranking junior to the Series A-2
Preferred as to the distribution of assets upon a liquidation. After payment
of the full amount of the liquidating distributions to which they are
entitled, the holders of Series A-2 Preferred will have no right or claim to
any of the remaining assets of the Corporation.

     (b) In the event that, upon any liquidation of the Corporation, the
available assets of the Corporation are insufficient to pay the amount of the
liquidating distributions on all outstanding shares of Series A-2 Preferred
and the corresponding amounts payable on all other equity securities of the
Corporation ranking on a parity with Series A-2 Preferred in the distribution
of assets upon a liquidation, then the holders of Series A-2 Preferred and all
other such equity securities shall share ratably in any such distribution of
assets in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.

     (c) The consolidation or merger of the Corporation with or into any other
entity, or the merger of another entity with or into the Corporation, or a
statutory share exchange by the Corporation, or the sale, lease or conveyance
of all or substantially all of the property or business of the Corporation,
shall not be deemed to constitute a liquidation of the Corporation.

(5)  Redemption.

     (a) Shares of Series A-2 Preferred will not be redeemable prior to
January 27, 2003. On or after January 27, 2003, the Corporation may redeem
shares of the Series A-2 Preferred, in whole or in part, from time to time, at
a redemption price of $1,000 per share, plus all accumulated and unpaid
distributions thereon to the date fixed for redemption, payable in cash, upon
not less than 30 nor more than 60 days' prior written notice. Notwithstanding
the foregoing, the Corporation may exchange shares of Series A-2 Preferred for
other shares of Convertible Cumulative Preferred Stock pursuant to the
Convertible Preferred Stock Purchase Agreement dated January 25, 2000 between
the Corporation and the Purchaser named therein.

     (b) If fewer than all of the outstanding shares of Series A-2 Preferred
are to be redeemed, the shares to be redeemed shall be determined pro rata or
by lot or in such other manner as prescribed by the Board of Directors of the
Corporation.

     (c) Notice of redemption will be mailed by the Corporation, postage
prepaid, not less than 35 nor more than 60 days prior to the date fixed for
redemption (the "Series A-2 Preferred Stock Redemption Date"), addressed to
the respective holders of record of the Series A-2 Preferred to be redeemed at
their respective addresses as they appear on the stock transfer records of the
Corporation. Each notice of redemption shall state: (i) the redemption date;
(ii) the number of shares of Series A-2 Preferred to be redeemed; (iii) the
redemption price; (iv) whether such redemption price will be paid in cash or,
subject to the conditions set forth in Section 3(d), by delivery of shares of
Common Stock; (v) the place or places where certificates representing such
shares of Series A-2 Preferred are to be surrendered for payment of the
redemption price; (vi) that distributions on the shares to be redeemed will
cease to accumulate on such redemption date; and (vii) the date upon which the
holder's conversion rights as to such shares shall terminate. If fewer than
all the shares of Series A-2 Preferred are to be redeemed, the notice mailed
to each such holder thereof shall also specify the number of shares of Series
A-2 Preferred to be redeemed from each such holder.

     (d) Notwithstanding the foregoing, the Corporation may elect to pay the
redemption price of shares of Series A-2 Preferred called for redemption by
delivery of shares of Common Stock, but if and only if the following
conditions have been satisfied:

          (i) The shares of Common Stock deliverable in payment of such
redemption price shall have a fair market value as of the Series A-2 Preferred
Stock Redemption Date equal to not less than the amount of such redemption
price due hereunder. For purposes of this Section 3, the fair market value of
shares of Common Stock shall be equal to 95% of the daily volume-weighted
average of the Current Market Price for the twenty Trading Days immediately
preceding the Series A-2 Preferred Stock Redemption Date;

          (ii) In the event any shares of Common Stock to be issued in respect
of such redemption price require registration under any Federal securities law
before such shares may be freely transferable without being subject to any
transfer restrictions under the Securities Act of 1933 upon issuance, such
registration shall have been completed and shall have become effective prior
to the Series A-2 Preferred Stock Redemption Date;

          (iii) In the event any shares of Common Stock to be issued in
respect of such redemption price require registration with or approval of any
governmental authority under any State law or any other Federal law before
such shares may be validly issued or delivered upon issuance, such
registration shall have been completed or have become effective and such
approval shall have been obtained, in each case, prior to the Series A-2
Preferred Stock Redemption Date;

          (iv) The shares of Common Stock delivered in payment of such
redemption price shall have been accepted for quotation on the Nasdaq National
Market immediately prior to the Series A-2 Preferred Stock Redemption Date;

          (v) All shares of Common Stock delivered in payment of such
redemption price shall, upon issue, be duly and validly issued and fully paid
and non-assessable and free of any preemptive rights; and

          (vi) If all of the conditions set forth in the foregoing clauses (i)
through (v) are not satisfied in accordance with the terms thereof, any such
redemption price shall be paid by the Corporation only in cash.

          (vii) Notwithstanding the foregoing, at no time will the Corporation
deliver shares of Common Stock to any holder in satisfaction of a redemption
if the number of shares so delivered, together with the number of shares of
Common Stock owned (or deemed for bank regulatory purposes to be owned) by
such holder and its affiliates as theretofore notified to the Corporation (in
a notice delivered not less than 20 Trading Days prior to the relevant Series
A-2 Preferred Stock Redemption Date), represent more than 4.9% of the Common
Stock then outstanding. If the limitation set forth in the previous sentence
would apply to any redemption, the Corporation may elect (by notice to the
holder delivered not less than 20 Trading Days prior to the relevant Series
A-2 Preferred Stock Redemption Date) to satisfy a portion of such redemption
price in shares of Common Stock (up to the maximum number of shares permitted
under the limitation set forth in the previous sentence) and the balance in
cash.

          (viii) Any issuance of shares of Common Stock in respect of any
redemption pursuant to this Section 3 shall be deemed to have been effected
immediately prior to the close of business on the Series A-2 Preferred Stock
Redemption Date, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such delivery shall be deemed to have become on such date the holder or
holders of record of the shares represented thereby; provided, however, that
in case such shares shall be deliverable on a date when the stock transfer
books of the Corporation shall be closed, the person or persons in whose name
or names the certificate or certificates for such shares are to be issued
shall be deemed to have become the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on which such
stock transfer books are open. No payment or adjustment shall be made for
dividends or distributions on any Common Stock issued pursuant to this Section
3 declared prior to the relevant delivery date.

          (ix) No fractions of shares shall be issued upon any payment made in
shares of Common Stock in respect of any redemption of Series A-2 Preferred.
Instead of any fractional share of Common Stock which would otherwise be so
issuable, the Corporation will round up to the next higher whole share or pay
such fractional share in cash (based on the Current Market Price for the
immediately preceding Trading Day).

          (x) Any issuance and delivery of certificates for shares of Common
Stock pursuant to this Section 3 shall be made without charge to holders of
Series A-2 Preferred for such certificates or for any documentary, stamp or
similar issue tax or duty in respect of the issuance or delivery of such
certificates or the securities represented thereby; provided, however, that
the Corporation shall not be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issuance or delivery of
certificates for shares of Common Stock in a name other than that of a holder
of Series A-2 Preferred, and no such issuance or delivery shall be made unless
and until the person requesting such issuance or delivery has paid to the
Corporation the amount of any such tax or duty or has established, to the
satisfaction of the Corporation, that such tax or duty has been paid. Upon the
request of any holder, given not less than two Trading Days prior to the
Series A-2 Preferred Stock Redemption Date, delivery of any shares of Common
Stock issuable to such holders in respect to such redemption shall be effected
through the facilities of The Depository Trust Company.

     (e) At its election, the Corporation, prior to the Series A-2 Preferred
Stock Redemption Date, may irrevocably deposit the cash redemption price
(including accumulated and unpaid distributions) of the Series A-2 Preferred
so called for redemption in trust for the holders thereof with a bank or trust
company, in which case the notice of redemption to holders of the Series A-2
Preferred to be redeemed will (i) state the date of such deposit, (ii) specify
the office of such bank or trust company as the place of payment of the
redemption price and (iii) require such holders to surrender the certificates
representing such Series A-2 Preferred at such place on or about the date
fixed in such redemption notice (which may not be later than the Series A-2
Preferred Stock Redemption Date) against payment of the redemption price
(including all accumulated and unpaid distributions to the Series A-2
Preferred Stock Redemption Date). Any moneys so deposited which remain
unclaimed by the holders of the Series A-2 Preferred at the end of two years
after the Series A-2 Preferred Stock Redemption Date will be returned by such
bank or trust company to the Corporation.

     (f) No failure to give notice of redemption or any defect thereto or in
the mailing thereof shall affect the validity of the proceedings for the
redemption of any shares of Series A-2 Preferred except as to the holder to
whom notice was defective or not given.

     (g) On or after the Series A-2 Preferred Stock Redemption Date, each
holder of Series A-2 Preferred to be redeemed must present and surrender the
certificates representing the Series A-2 Preferred to the Corporation at the
place designated in the notice of redemption and thereupon the redemption
price of such shares will be paid to or on the order of the person whose name
appears on such certificates as the owner thereof and each surrendered
certificate will be canceled. In the event that fewer than all the shares of
Series A-2 Preferred are to be redeemed, a new certificate will be issued
representing the unredeemed shares.

     (h) From and after the Series A-2 Preferred Stock Redemption Date (unless
the Corporation defaults in payment of the redemption price), all
distributions on the Series A-2 Preferred called for redemption will cease to
accumulate and all rights of the holders thereof, except the right to receive
the redemption price thereof (including all accumulated and unpaid
distributions to the Series A-2 Preferred Stock Redemption Date), will cease
and terminate and such shares will not thereafter be transferred (except with
the consent of the Corporation) on the Corporation's records, and such shares
shall not be deemed to be outstanding for any purpose whatsoever.

     (i) Unless full distributions on all shares of Series A-2 Preferred shall
have been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof is set apart for payment for all past
distribution periods and the then current distribution period, no shares of
Series A-2 Preferred shall be redeemed unless all outstanding shares of Series
A-2 Preferred are simultaneously redeemed; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of Series
A-2 Preferred pursuant to a purchase or exchange offer made on the same terms
to holders of all outstanding shares of Series A-2 Preferred.

     (j) Unless full distributions on all shares of Series A-2 Preferred have
been or contemporaneously are authorized and paid or authorized and a sum
sufficient for the payment thereof is set apart for payment for all past
distribution periods and the then current distribution period, the Corporation
shall not purchase or otherwise acquire, directly or indirectly, any shares of
Series A-2 Preferred (except by conversion into or exchange for equity
securities of the Corporation ranking junior to the Series A-2 Preferred as to
distributions and upon liquidation); provided, however, that the foregoing
shall not prevent the purchase or acquisition of Series A-2 Preferred pursuant
to a purchase or exchange offer made on the same terms to holders of all
outstanding shares of Series A-2 Preferred.

     (k) Immediately prior to any redemption of Series A-2 Preferred, the
Corporation shall pay, in cash, any accumulated and unpaid distributions to
the Series A-2 Preferred Stock Redemption Date, unless such Series A-2
Preferred Stock Redemption Date falls after a Distribution Payment Record Date
and prior to the corresponding Distribution Payment Date, in which case each
holder of Series A-2 Preferred at the close of business on such Distribution
Payment Record Date shall be entitled to the distribution payable on such
shares on the corresponding Distribution Payment Date notwithstanding the
redemption of such shares on or prior to such Distribution Payment Date.
Except as provided above, the Corporation will make no payment or allowance
for unpaid distributions, whether or not in arrears, on Series A-2 Preferred
for which a notice of redemption has been given.

     (l) Any shares of Series A-2 Preferred that have been redeemed shall,
after such redemption, have the status of authorized but unissued Preferred
Stock, without designation as to series, until such shares are once more
designated as part of a particular series by the Board of Directors of the
Corporation.

     (m) The Series A-2 Preferred will not have a stated maturity date and
will not be subject to any sinking fund or mandatory redemption provisions.

(6)  Voting Rights

     (a) Holders of the Series A-2 Preferred will not have any voting rights,
except as set forth below. In any matter in which the Series A-2 Preferred is
entitled to vote, including any action by written consent, each share of
Series A-2 Preferred shall be entitled to one vote.

     (b) Whenever distributions on any shares of Series A-2 Preferred shall be
in arrears for more than two applicable Distribution Payment Dates, (a
"Preferred Distribution Default"), the holders of such shares of Series A-2
Preferred (voting separately as a class with all other series of Preferred
Stock upon which like voting rights have been conferred and are exercisable)
will be entitled to vote for the election of two additional directors of the
Corporation (the "Preferred Stock Directors") at a special meeting called by
the holders of record of at least 10% of the outstanding shares of Series A-2
Preferred or the holders of any other series of Preferred Stock so in arrears
(unless such request is received less than 90 days before the date fixed for
the next annual or special meeting of stockholders) or at the next annual
meeting of stockholders, and at each subsequent annual meeting until all
distributions accumulated on such shares of Series A-2 Preferred for the past
distribution periods and the then current distribution period shall have been
fully paid or declared and a sum sufficient for the payment thereof is set
aside for payment. In such cases, the entire Board of Directors of the
Corporation will be increased by two directors.

     (c) If and when all accumulated distributions and the distribution for
the current distribution period on the Series A-2 Preferred shall have been
paid in full or set aside for payment in full, the holders of shares of Series
A-2 Preferred shall be divested of the voting rights set forth in Section 4(b)
(subject to revesting in the event of each and every Preferred Distribution
Default) and, if all accumulated distributions and the distribution for the
current distribution period have been paid in full or set aside for payment in
full on all other series of Preferred Stock upon which like voting rights have
been conferred and are exercisable, the term of office of each Preferred Stock
Director so elected shall terminate immediately. So long as a Preferred
Distribution Default shall continue, any vacancy in the office of a Preferred
Stock Director may be filled by written consent of the Preferred Stock
Director remaining in office or, if none remains in office, by a vote of the
holders of record of a majority of the outstanding shares of Series A-2
Preferred when they have the voting rights set forth in Section 4(b) (voting
separately as a class with all other series of Preferred Stock upon which like
voting rights have been conferred and are exercisable). The Preferred Stock
Directors shall each be entitled to one vote per director on any matter
presented to the Board of Directors.

     (d) So long as any shares of Series A-2 Preferred remain outstanding, the
Corporation shall not, without the affirmative vote or consent of the holders
of record of at least two-thirds of the outstanding shares of the Series A-2
Preferred given in person or by proxy, either in writing or at a meeting (such
series voting separately as a class), (i) authorize or create, or increase the
authorized or issued amount of, any equity securities ranking senior to the
Series A-2 Preferred with respect to payment of distributions or the
distribution of assets upon a liquidation of the Corporation or reclassify any
authorized stock of the Corporation into any such equity securities, or
create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such stock, (ii) issue any share or other
security convertible into Common Stock at a conversion price equal to less
than the Current Market Price of the Common Stock on the Trading Day
immediately preceding the issue date of such share or other security, or (iii)
amend, alter or repeal the provisions of the Certificate of Incorporation,
whether by merger, consolidation or otherwise (an "Event"), so as to
materially and adversely affect any right, preference, privilege or voting
power of the Series A-2 Preferred or the holders thereof; provided, however,
that the holders of the Series A-2 Preferred shall not be entitled to any
voting rights in connection with an Event if as a result of such Event (a)
shares of Series A-2 Preferred remain outstanding with the terms thereof
materially unchanged or (b) the Corporation is not the surviving entity but
the surviving entity issues to the holders of the Series A-2 Preferred the
same number of shares of a separate class of preferred stock with rights,
preferences, privileges and voting powers that are materially unchanged from
the preferences, rights, privileges and other terms of the Series A-2
Preferred; and provided, further, that (x) any increase in the amount of the
authorized Series A-2 Preferred or the creation or issuance of any other
series of Preferred Stock or (y) any increase in the amount of authorized
shares of such series, in each case ranking on a parity with or junior to the
Series A-2 Preferred with respect to payment of distributions or the
distribution of assets upon a liquidation of the Corporation, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

     (e) The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Series A-2 Preferred shall have
been converted, redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.

(7)  Conversion.

     (a) Subject to Section 6, shares of Series A-2 Preferred will be
convertible at any time on or after January 27, 2001, at the option of the
holders thereof, into Common Stock at a conversion rate of 14.4300 shares of
Common Stock for each share of Series A-2 Preferred, subject to adjustment as
described below (the "Conversion Rate"); provided, however, that the right to
convert shares of Series A-2 Preferred called for redemption will terminate at
the close of business on the Trading Day immediately preceding the Series A-2
Preferred Stock Redemption Date.

     (b) To exercise the conversion right, the holder of each Series A-2
Preferred to be converted shall surrender the certificate representing such
Series A-2 Preferred, duly endorsed or assigned to the Corporation or in
blank, at the principal office of the Transfer Agent accompanied by written
notice to the Corporation that such holder elects to convert such Series A-2
Preferred. Unless the shares issuable on conversion are to be issued in the
same name as the name in which such Series A-2 Preferred is registered, in
which case the Corporation shall bear the related taxes, each share
surrendered for conversion shall be accompanied by instruments of transfer, in
form satisfactory to the Corporation, duly executed by the holder or such
holder's duly authorized attorney and an amount sufficient to pay any transfer
or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid).

     (c) Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates
representing shares of Series A-2 Preferred shall have been surrendered and
such notice received by the Corporation as aforesaid, and the person or
persons in whose name or names any certificate or certificates representing
shares of Common Stock shall be issuable upon such conversion shall be deemed
to have become the holder or holders of record of the shares represented
thereby at such time on such date, and such conversion shall be at the
Conversion Rate in effect at such time and on such date unless the stock
transfer records of the Corporation shall be closed on that date, in which
event such person or persons shall be deemed to have become such holder or
holders of record at the close of business on the next succeeding day on which
such stock transfer records are open, but such conversion shall be at the
Conversion Rate in effect on the date on which such shares have been
surrendered and such notice received by the Corporation.

     (d) Upon surrender of shares of Series A-2 Preferred for conversion, the
converting holder shall be entitled to receive all accumulated and unpaid
distributions on such shares to the date of conversion, payable in cash or, at
the election of the Corporation but subject to the conditions set forth in
Section 1(b), in shares of Common Stock. Except as provided above, the
Corporation shall make no payment or allowance for unpaid distributions,
whether or not in arrears, on converted shares or for any distribution on the
Common Stock that is issued upon such conversion.

     As promptly as practicable after the surrender of certificates for Series
A-2 Preferred as aforesaid, the Corporation shall issue and shall deliver at
such office to such holder, or on his written order, a certificate or
certificates for the number of full shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this Section 5,
and any fractional interest in respect of a share of Common Stock arising upon
such conversion shall be settled as provided in Section 5(e). Upon request of
the converting holder, such delivery shall be effected through the facilities
of The Depository Trust Company.

     (e) No fractional shares of Common Stock shall be issued upon conversion
of Series A-2 Preferred. Instead of any fractional share of Common Stock that
would otherwise be deliverable upon the conversion of a share of Series A-2
Preferred, the Corporation shall pay to the holder of such share an amount in
cash in respect of such fractional interest based upon the Current Market
Price of a share of Common Stock on the Trading Day immediately preceding the
date of conversion. If more than one share of Series A-2 Preferred shall be
surrendered for conversion at one time by the same holder, the number of full
shares of Common Stock issuable upon conversion thereof shall be computed on
the basis of the aggregate number of shares of Series A-2 Preferred so
surrendered.

     (f) The Conversion Rate shall be adjusted from time to time as follows:

     (1) In case the Corporation shall pay or make a dividend or other
distribution on any class of capital stock of the Corporation payable in
shares of Common Stock, the Conversion Rate in effect at the opening of
business on the day following the Determination Date for such dividend or
other distribution shall be increased by dividing such Conversion Rate by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on such Determination Date and the
denominator shall be the sum of such number of outstanding shares and the
total number of shares constituting such dividend or other distribution, such
increase to become effective immediately after the opening of business on the
day following such Determination Date. For the purposes of this paragraph (1),
the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Corporation will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the
Corporation.

     (2) Subject to the last sentence of paragraph (7) of this Section 5(f),
in case the Corporation shall issue rights, options or warrants to all holders
of its Common Stock entitling them to subscribe for or purchase shares of
Common Stock at a price per share less than the current market price per share
(determined as provided in paragraph (8) of this Section 5(f)) of the Common
Stock on the Determination Date for such distribution, the Conversion Rate in
effect at the opening of business on the day following such Determination Date
shall be increased by dividing such Conversion Rate by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the
close of business on such Determination Date plus the number of shares of
Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase
at such current market price and the denominator shall be the number of shares
of Common Stock outstanding at the close of business on such Determination
Date plus the number of shares of Common Stock so offered for subscription or
purchase, such increase to become effective immediately after the opening of
business on the day following such Determination Date. For the purposes of
this paragraph (2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Corporation
but shall include shares issuable in respect of scrip certificates issued in
lieu of fractions of shares of Common Stock. The Corporation will not issue
any rights, options or warrants in respect of shares of Common Stock held in
the treasury of the Corporation.

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

     (4) Subject to the last sentence of paragraph (7) of this Section 5(f),
in case the Corporation shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness, shares of any class
of capital stock, or other property (including securities, but excluding (i)
any rights, options or warrants referred to in paragraph (2) of this Section
5(f), (ii) any dividend or distribution paid exclusively in cash, (iii) any
dividend or distribution referred to in paragraph (1) of this Section 5(f) and
(iv) any merger or consolidation to which Section 5(l) applies), the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Rate in effect immediately prior to the
close of business on the Determination Date for such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (8) of this Section 5(f)) of the Common
Stock on such Determination Date less the then fair market value (as
determined in good faith by the Board of Directors of the Corporation) of the
portion of the assets, shares or evidences of indebtedness so distributed
applicable to one share of Common Stock and the denominator shall be such
current market price per share of the Common Stock, such adjustment to become
effective immediately prior to the opening of business on the day following
such Determination Date. However, if such fraction shall be not more than zero
(0), no adjustment to the Conversion Rate will be made. If the Board of
Directors determines the fair market value of any distribution for purposes of
this paragraph (4) by reference to the actual or when issued trading market
for any securities comprising such distribution, it must in doing so consider
the prices in such market over the same period used in computing the current
market price per share pursuant to paragraph (8) of this Section 5(f).

     (5) In case the Corporation shall, by dividend or otherwise, make a Cash
Distribution, then, and in each such case, immediately after the close of
business on the Determination Date for such Cash Distribution, the Conversion
Rate shall be adjusted so that the same shall equal the rate determined by
dividing the Conversion Rate in effect immediately prior to the close of
business on such Determination Date by a fraction (a) the numerator of which
shall be equal to the current market price per share (determined as provided
in paragraph (8) of this Section 5(f)) of the Common Stock on such
Determination Date less an amount equal to the quotient of (1) the amount of
such Cash Distribution divided by (2) the number of shares of Common Stock
outstanding on such Determination Date and (b) the denominator of which shall
be equal to the current market price per share (determined as provided in
paragraph (8) of this Section 5(f)) of the Common Stock on such Determination
Date.

     (6) In case the Corporation or any Subsidiary shall make an Excess
Purchase Payment, then, and in each such case, immediately prior to the
opening of business on the day after the tender offer in respect of which such
Excess Purchase Payment is to be made expires, the Conversion Rate shall be
adjusted so that the same shall equal the rate determined by dividing the
Conversion Rate in effect immediately prior to the close of business on the
Determination Date for such tender offer by a fraction (a) the numerator of
which shall be equal to the current market price per share (determined as
provided in paragraph (8) of this Section 5(f)) of the Common Stock on such
Determination Date less an amount equal to the quotient of (A) the Excess
Purchase Payment divided by (B) the number of shares of Common Stock
outstanding (including any tendered shares) as of the Determination Date less
the number of all shares validly tendered and not withdrawn as of the
Determination Date and (b) the denominator of which shall be equal to the
current market price per share (determined as provided in paragraph (8) of
this Section 5(f)) of the Common Stock as of such Determination Date. However,
if such fraction shall be not more than zero (0), no adjustment to the
Conversion Rate will be made.

     (7) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger
to which Section 5(l) applies) shall be deemed to involve (a) a distribution
of such securities other than Common Stock to all holders of Common Stock (and
the effective date of such reclassification shall be deemed to be the
Determination Date), and (b) a subdivision or combination, as the case may be,
of the number of shares of Common Stock outstanding immediately prior to such
reclassification into the number of shares of Common Stock outstanding
immediately thereafter (and the effective date of such reclassification shall
be deemed to be "the day upon which such subdivision becomes effective" or
"the day upon which such combination becomes effective", as the case may be,
and "the day upon which such subdivision or combination becomes effective"
within the meaning of paragraph (3) of this Section 5(f)). Rights or warrants
issued by the Corporation to all holders of its Common Stock entitling the
holders thereof to subscribe for or purchase shares of Common Stock, which
rights or warrants (i) are deemed to be transferred with such shares of Common
Stock, (ii) are not exercisable and (iii) are also issued in respect of future
issuances of Common Stock, in each case in clauses (i) through (iii) until the
occurrence of a specified event or events ("Trigger Event"), shall for
purposes of this Section 5(f) not be deemed issued until the occurrence of the
earliest Trigger Event.

     (8) For the purpose of any computation under paragraphs (2), (4), (5) or
(6) of this Section 5(f), the current market price per share of Common Stock
on any date shall be calculated by the Corporation and be deemed to be the
average of the daily Closing Prices for the five consecutive Trading Days
ending on the earlier of the day in question and the day before the "ex" date
with respect to the issuance or distribution requiring such computation. For
purposes of this paragraph, the term "ex date", when used with respect to any
issuance or distribution, means the first date on which the Common Stock
trades regular way in the applicable securities market or on the applicable
securities exchange without the right to receive such issuance or
distribution.

     (9) No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this
paragraph (9)) would require an increase or decrease of at least one percent
in such rate; provided, however, that any adjustments which by reason of this
paragraph (9) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
5(f) shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

     (10) The Corporation may, in its sole discretion, make such increases in
the Conversion Rate, for such period of time (not shorter than five Trading
Days) as the Company may elect, in addition to those required by paragraphs
(1), (2), (3), (4), (5) and (6) of this Section 5(f) as it considers to be
advisable in order to avoid or diminish any income tax to any holders of
shares of Common Stock resulting from any dividend or distribution of stock or
issuance of rights or warrants to purchase or subscribe for stock or from any
event treated as such for income tax purposes.

     (g) Whenever the Conversion Rate is adjusted as provided in Section 5(f),
the Corporation shall compute the adjusted Conversion Rate in accordance with
Section 5(f) and shall prepare a certificate signed by the chief financial
officer of the Corporation setting forth the adjusted Conversion Rate and
showing in reasonable detail the facts upon which such adjustment is based,
and shall promptly deliver such certificate to the holders of the Series A-2
Preferred.

     (h) In case:

          (1) the Corporation shall declare a dividend or other distribution
     on its Common Stock payable (i) otherwise than exclusively in cash or
     (ii) exclusively in cash in an amount that would require any adjustment
     pursuant to Section 5(f); or

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

          (3) of any reclassification of the Common Stock of the Corporation,
     or of any consolidation, merger or share exchange to which the
     Corporation is a party and for which approval of any shareholders of the
     Corporation is required, or of the conveyance, sale, transfer or lease of
     all or substantially all of the assets of the Corporation; or

          (4) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Corporation; or

          (5) the Corporation or any Subsidiary shall commence a tender offer
     for all or a portion of the Corporation's outstanding shares of Common
     Stock (or shall amend any such tender offer);

then the Corporation shall cause to be delivered to the holders of the Series
A-2 Preferred at least 20 days (or 10 days in any case specified in clause (1)
or (2) above) prior to the applicable record, expiration or effective date
hereinafter specified, a notice stating (x) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution,
rights, options or warrants are to be determined, (y) the date on which the
right to make tenders under such tender offer expires or (z) the date on which
such reclassification, consolidation, merger, conveyance, transfer, sale,
lease, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation,
merger, conveyance, transfer, sale, lease, dissolution, liquidation or winding
up. Neither the failure to give such notice nor any defect therein shall
affect the legality or validity of the proceedings described in clauses (1)
through (5) of this Section 5(h).

     (i) The Corporation shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock, for
the purpose of effecting the conversion of the Series A-2 Preferred, the full
number of shares of Common Stock then issuable upon the conversion of the
Series A-2 Preferred.

     (j) Except as provided in the next sentence, the Corporation will pay any
and all documentary, stamp or similar issue and transfer taxes and duties that
may be payable in respect of the issue or delivery of shares of Common Stock
on conversion of the Series A-2 Preferred. The Corporation shall not, however,
be required to pay any tax or duty 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 Series A-2 Preferred, and no such
issue or delivery shall be made unless and until the person requesting such
issue has paid to the Corporation the amount of any such tax or duty, or has
established to the satisfaction of the Corporation that such tax or duty has
been paid.

     (k) The Corporation agrees that all shares of Common Stock which may be
delivered upon conversion of the Series A-2 Preferred, upon such delivery,
will have been duly authorized and validly issued and will be fully paid and
nonassessable (and shall be issued out of the Corporation's authorized but
unissued Common Stock).

     (l) In case of any consolidation of the Corporation with any other
person, or any merger of the Corporation into another person or of another
person into the Corporation (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares
of Common Stock of the Corporation), recapitalization or other transaction in
which the Common Stock is exchanged for or converted into other securities or
assets, the person formed by such consolidation or resulting from such merger,
or issuing such other securities or assets, as the case may be, shall execute
and deliver to the holders of the Series A-2 Preferred a supplemental
agreement providing that such holder have the right thereafter, during the
period the Series A-2 Preferred shall be convertible as specified in this
Section 5, to convert this Security only into the kind and amount of
securities, cash and other property receivable upon such consolidation or
merger, recapitalization or other transaction (including any Common Stock
retainable) by a holder of the number of shares of Common Stock of the
Corporation into which the Series A-2 Preferred might have been converted
immediately prior to such consolidation, merger, recapitalization or other
transaction, assuming such holder of Common Stock of the Corporation (i) is
not a person with which the Corporation consolidated, into which the
Corporation merged or which merged into the Corporation or was a party to such
recapitalization or other transaction, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person and (ii) 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,
recapitalization or other transaction (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation,
merger, recapitalization or other transaction is not the same for each share
of Common Stock of the Corporation held immediately prior to such
consolidation, merger, recapitalization or other transaction by others than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section 5(1) the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, recapitalization or other
transaction by the holders of each Non-electing Share shall be deemed to be
the kind and amount so receivable per share by a plurality of the Non-electing
Shares). Such supplemental agreement shall provide for adjustments which, for
events subsequent to the effective date of such supplemental agreement, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 5. The above provisions of this Section 5(l) shall similarly
apply to successive consolidations, mergers, recapitalizations or other
transactions. In this paragraph, "securities of the kind receivable" upon such
consolidation, merger, recapitalization or other transaction by a holder of
Common Stock means securities that, among other things, are registered and
transferable under the Securities Act of 1933, and listed and approved for
quotation in all securities markets, in each case to the same extent as such
securities so receivable by a holder of Common Stock.

     (m) The Corporation (i) will effect all registrations with, and obtain
all approvals by, all governmental authorities that may be necessary under any
United States Federal or state law (including the Securities Act of 1933, the
Securities Exchange Act of 1934 and state securities and Blue Sky laws) for
the shares of Common Stock issuable upon conversion of the Series A-2
Preferred to be lawfully issued and delivered as provided herein, and
thereafter publicly traded (if permissible under such Securities Act) and
qualified or listed as contemplated by clause (ii) (it being understood that
the Corporation shall not be required to register the resale of the Series A-2
Preferred or the issuance or sale of the Common Stock issuable on conversion
thereof under the Securities Act, except pursuant to the Registration Rights
Agreement between the Corporation and the initial holder of the Series A-2
Preferred); and (ii) will have the shares of Common Stock required to be
issued and delivered upon conversion of the Series A-2 Preferred, prior to
such issuance or delivery, approved for quotations on the Nasdaq National
Market or such other inter-dealer quotation system, if any, on which the
Common Stock is then quoted, or, if applicable, listed on the principal
national securities exchange on which outstanding Common Stock is listed at
the time of such delivery.

(8)  Ownership Limitations.

     Notwithstanding the foregoing, at no time will any holder be entitled to
convert shares of Series A-2 Preferred into shares of Common Stock that,
together with the number of shares of Common Stock owned (or deemed for bank
regulatory purposes to be owned) by such holder and its affiliates as set
forth in the notice of conversion, represent more than 4.9% of the Common
Stock then outstanding. If at any time the Conversion Rate and the number of
shares of the Series A-2 Preferred held by any holder would result in a
greater number of shares being issuable to such holder upon conversion, then
for so long as such condition shall exist, upon exercise of the conversion
right such holder shall receive (i) up to that number of shares of Common
Stock that, together with the number of shares of Common Stock owned (or
deemed for bank regulatory purposes to be owned) by such holder and its
affiliates as set forth in the notice of conversion, represent 4.9% of the
Common Stock then outstanding, and (ii) an amount (in cash but not less than
zero), payable in immediately available funds, determined pursuant to the
formula:

              C     =       ((N x CR) - I)     x      S

     where    C     =       the cash amount receivable by the holder;

              N     =       the number of shares of the Series A-2 Preferred
                            being converted;

              CR    =       the Conversion Rate (per share of the Series A-2
                            Preferred);

              I     =       the number of shares of Common Stock issuable
                            pursuant to clause (i) above;

                    and

              S     =       the Current Market Price of the Common Stock on
                            the date of conversion.

(9)  Definitions.

          "Affiliate" of any specified person means any other person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control", when used with respect to any specified 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.

          "Business Day". The term "Business Day" shall mean any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions in The City of New York are authorized or required by
law, regulation or executive order to close.

          "Cash Distribution" means the distribution by the Corporation to
holders of its Common Stock of cash, as an ordinary or extraordinary dividend,
other than any cash that is distributed upon a merger or consolidation to
which Section 5(l) applies or as part of a distribution referred to in
paragraph (4) of Section 5(f).

          "Common Stock" means the Common Stock, par value $0.01 per share, of
the Corporation authorized at the date of this instrument as originally
executed. Subject to the provisions of Section 5(l), shares issuable on
conversion or repurchase of the Series A-2 Preferred shall include only shares
of Common Stock or shares of any class or classes of common stock resulting
from any reclassification or reclassifications thereof; provided, however,
that if at any time there shall be more than one such resulting class, the
shares so issuable on conversion of the Series A-2 Preferred shall include
shares of all such classes, and the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

          "Current Market Price" of publicly traded Common Stock or any other
equity security of the Corporation or any other issuer for any day shall mean
the last reported sales price, regular way, on such day, or, if no sale takes
place on such day, the average of the reported closing bid and asked prices on
such day, regular way, in either case as reported on the Nasdaq National
Market or, if such security is not quoted on the Nasdaq National Market, on
the principal national securities exchange on which such security is listed or
admitted for trading or, if not listed or admitted for trading on any national
securities exchange or not quoted on the Nasdaq National Market, the average
of the closing bid and asked prices on such day in the over-the-counter market
as reported by Nasdaq or, if bid and asked prices for such security on such
day shall not have been reported through Nasdaq the average of the bid and
asked prices on such day as furnished by any NYSE member firm regularly making
a market in such security selected for such purpose by the Corporation's Chief
Executive Officer or the Board of Directors of the Corporation.

          "Determination Date" means, in the case of a dividend or other
distribution, including the issuance of rights, options or warrants, to
shareholders, the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution and, in the case of a tender
offer, the last time that tenders could have been made pursuant to such tender
offer.

          "Excess Purchase Payment" means the product of (A) the excess, if
any, of (i) the amount of cash plus the fair market value (as determined in
good faith by the Corporation's Board of Directors) of any non-cash
consideration required to be paid with respect to one share of Common Stock
acquired or to be acquired in a tender offer made by the Corporation or any
Subsidiary of the Corporation for all or any portion of the Common Stock over
(ii) the current market price per share as of the last time that tenders could
have been made pursuant to such tender offer and (B) the number of shares
validly tendered and not withdrawn as of the Determination Date in respect of
such tender offer.

          "Subsidiary" means (1) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
capital stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the
time owned or controlled, directly or indirectly, by the Corporation or one
ore more of the other Subsidiaries of the Corporation (or a combination
thereof); and (2) any partnership, limited liability company or similar
pass-through entity, (a) the sole general partner or the managing general
partner or managing member of which is the Corporation or a Subsidiary of the
Corporation or (b) the only general partners, managing members, or persons,
however designated in corresponding roles, of which are the Corporation or of
one or more Subsidaries of the Corporation (or any combination thereof).

          "Trading Day" means (i) if the Common Stock is admitted to trading
on the Nasdaq National Market or any other system of automated dissemination
of quotations of securities prices, a day on which trades may be effected
through such system; (ii) if the Common Stock is listed or admitted for
trading on the New York Stock Exchange or any other national securities
exchange, a day on which such exchange is open for business; or (iii) if the
Common Stock is not listed or admitted for trading on any national securities
exchange or any other system of automated dissemination of quotation of
securities prices, a day on which the Common Stock is traded regular way in
the over-the-counter market and for which a closing bid and a closing asked
price for the Common Stock are available.

          "Transfer Agent" means American Stock Transfer & Trust Corporation,
or such other agent or agents of the Corporation as may be designated by the
Board of Directors of the Corporation or its designee as the transfer agent
for the Series A-2 Preferred.

(10) Any determination by the Board of Directors pursuant to the terms
of the Series A-2 Preferred shall be final and binding upon the holders
thereof and shall be conclusive for all purposes.

Third : The Series A-2 Preferred has been classified and designated by the
Board of Directors under the authority contained in the Certificate of
Designations.

Fourth : This Certificate of Designations has been approved by the Board of
Directors in the manner and by the vote required by law.

Fifth : This Certificate of Designations shall be effective upon filing with
the Secretary of State.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

     IN WITNESS WHEREOF, RECKSON SERVICE INDUSTRIES, INC. has caused these
presents to be signed in its name and on its behalf by its President and Chief
Executive Officer and its corporate seal to be hereunto affixed and attested
by its Assistant Secretary, and the said officers of the Corporation further
acknowledge said instrument to be the corporate act of the Corporation, and
state under the penalties of perjury that, to the best of their knowledge,
information and belief, the matters and facts therein set forth with respect
to approval are true in all material respects.

                             RECKSON SERVICE INDUSTRIES, INC.




                             By: /s/ Scott Rechler
                                --------------------------------------------
                                Name:  Scott Rechler
                                Title: President and Chief Executive Officer

     [SEAL]

     ATTEST:
     /s/ Jason Barnett
     ---------------------------
     Name:   Jason Barnett
     Title:  Assistant Secretary