EXHIBIT 4.1









                                 CERTIFICATE OF
                      DESIGNATIONS, PREFERENCES, AND RIGHTS

                                       OF

                      SERIES Q CONVERTIBLE PREFERRED STOCK

                                       OF

                                  EGLOBE, INC.

                         (Pursuant to Section 151 of the
                         Delaware General Corporation Law)



                  EGLOBE,  INC., a corporation  organized and existing under the
Delaware General Corporation Law (the "CORPORATION"),  hereby certifies that the
following  resolutions  were adopted by the Executive  Committee of the Board of
Directors of the Corporation on March 14, 2000 pursuant to authority  granted by
the Board of Directors of the  Corporation  as required by Section 151(g) of the
Delaware General Corporation Law:

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of this  Corporation (the " BOARD OF DIRECTORS" or the
"BOARD") in accordance with the provisions of its Certificate of  Incorporation,
the  Board  of  Directors  hereby  authorizes  a  series  of  the  Corporation's
previously authorized Preferred Stock, par value $.001 per share (the "PREFERRED
STOCK"),  and hereby states the designation and number of shares,  and fixes the
relative rights,  preferences,  privileges,  powers and restrictions  thereof as
follows:

                  Series Q Convertible Preferred Stock:

                            I. DESIGNATION AND AMOUNT

The  designation  of this series,  which  consists of 10,000 shares of Preferred
Stock, is Series Q Convertible  Preferred Stock (the "SERIES Q PREFERRED STOCK")
and the stated  value  shall be One  Thousand  Dollars  ($1,000)  per share (the
"STATED VALUE").

                                    II. RANK
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                  The  Series Q  Preferred  Stock  shall  rank (i)  prior to the
Corporation's common stock, par value $.001 per share (the "COMMON STOCK"); (ii)
prior to the Series F  Convertible  Preferred  Stock,  the Series I  Convertible
Preferred Stock and the Series L Convertible Preferred Stock; (iii) prior to any
class or series of capital stock of the Corporation  hereafter  created (unless,
with the  consent  of the  holders  of  Series Q  Preferred  Stock  obtained  in
accordance  with  Article  X hereof,  such  class or  series  of  capital  stock
specifically,  by its  terms,  ranks  senior to or pari  passu with the Series Q
Preferred Stock)  (collectively  with the Common Stock, the Series F Convertible
Preferred  Stock,  the  Series I  Convertible  Preferred  Stock and the Series L
Convertible  Preferred  Stock,  "JUNIOR  SECURITIES");  (iv) pari passu with the
Series P Convertible  Preferred Stock (the "SERIES P PREFERRED  STOCK") and with
any class or series of capital stock of the Corporation  hereafter created (with
the consent of the holders of Series Q Preferred  Stock  obtained in  accordance
with Article X hereof)  specifically  ranking,  by its terms, on parity with the
Series Q Preferred Stock ("PARI PASSU SECURITIES");  (v) junior to the 8% Series
E Cumulative  Convertible Redeemable Preferred Stock, the 5% Series J Cumulative
Convertible  Preferred Stock, the 20% Series M Cumulative  Convertible Preferred
Stock and the 10% Series O  Cumulative  Convertible  Preferred  Stock;  and (vi)
junior  to any class or series of  capital  stock of the  Corporation  hereafter
created (with the consent of the holders of Series Q Preferred Stock obtained in
accordance with Article X hereof) specifically  ranking, by its terms, senior to
the  Series Q  Preferred  Stock  (collectively  with the 8% Series E  Cumulative
Convertible  Redeemable Preferred Stock, the 5% Series J Cumulative  Convertible
Preferred Stock, the 20% Series M Cumulative Convertible Preferred Stock and the
10% Series O Cumulative  Convertible Preferred Stock, "SENIOR  SECURITIES"),  in
each case as to distribution of assets upon liquidation,  dissolution or winding
up of the Corporation, whether voluntary or involuntary.

                                 III. DIVIDENDS

                  The Series Q Preferred Stock shall not bear any dividends.  In
no event,  so long as any Series Q  Preferred  Stock shall  remain  outstanding,
shall  any  dividend  whatsoever  be  declared  or  paid  upon,  nor  shall  any
distribution be made upon, any Junior Securities, nor shall any shares of Junior
Securities be purchased or redeemed by the  Corporation  nor shall any moneys be
paid to or made  available  for a sinking fund for the purchase or redemption of
any Junior Securities (other than a distribution of Junior Securities), without,
in each such  case,  the  written  consent of the  holders of a majority  of the
outstanding shares of Series Q Preferred Stock, voting together as a class.

                           IV. LIQUIDATION PREFERENCE

                  A.  LIQUIDATION  EVENT.  If the  Corporation  shall commence a
voluntary case under the Federal bankruptcy laws or any other applicable Federal
or State  bankruptcy,  insolvency  or similar law, or consent to the entry of an
order for relief in an involuntary case under any law or to the appointment of a
receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or other
similar official) of the Corporation or of any substantial part of its property,
or make an assignment for the benefit of its creditors,  or admit in writing its
inability to pay its debts generally as they become due, or if a decree or order
for  relief in  respect of the  Corporation  shall be entered by a court  having
jurisdiction in the premises in an involuntary case under the Federal bankruptcy
laws or any other applicable Federal or state bankruptcy,  insolvency or similar
law resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee,  sequestrator (or other similar  official) of the Corporation or of any
substantial  part of its property,  or ordering the winding up or liquidation of
its affairs,  and any such decree


<PAGE>

or order shall be unstayed and in effect for a period of thirty (30) consecutive
days and,  on  account  of any such  event,  the  Corporation  shall  liquidate,
dissolve or wind up, or if the Corporation shall otherwise  liquidate,  dissolve
or wind up  (each  such  event  being  considered  a  "LIQUIDATION  EVENT"),  no
distribution  shall be made to the holders of any shares of capital stock of the
Corporation  (other than Senior  Securities)  upon  liquidation,  dissolution or
winding up unless  prior  thereto,  the  holders of shares of Series Q Preferred
Stock, subject to Article VI, shall have received the Liquidation Preference (as
defined in Article IV.C) with respect to each share. If upon the occurrence of a
Liquidation  Event,  the assets and funds available for  distribution  among the
holders of the Series Q  Preferred  Stock and  holders of Pari Passu  Securities
(including any dividends or distribution paid on any Pari Passu Securities after
the date of filing of this Certificate of Designation)  shall be insufficient to
permit the payment to such holders of the preferential  amounts payable thereon,
then the  entire  assets  and funds of the  Corporation  legally  available  for
distribution to the Series Q Preferred Stock and the Pari Passu Securities shall
be  distributed  ratably  among such shares in  proportion to the ratio that the
Liquidation  Preference  payable  on each  such  share  bears  to the  aggregate
liquidation  preference  payable  on all such  shares.  Any prior  dividends  or
distribution  made after the date of filing of this  Certificate  of Designation
shall offset,  dollar for dollar,  the amount  payable to the class or series to
which such distribution was made.

                  B. CERTAIN ACTS DEEMED LIQUIDATION EVENT. At the option of any
holder of Series Q Preferred Stock,  the sale,  conveyance or disposition of all
or substantially  all of the assets of the Corporation,  the effectuation by the
Corporation  of a transaction  or series of related  transactions  in which more
than  50% of the  voting  power  of  the  Corporation  is  disposed  of,  or the
consolidation,  merger or other business  combination of the Corporation with or
into any other Person (as defined below) or Persons when the  Corporation is not
the  survivor  (other  than  in  connection  with  the  Corporation's   proposed
acquisition   of  Trans  Global   Communications,   Inc.   (the  "TRANS   GLOBAL
ACQUISITION"))  shall either: (i) be deemed to be a liquidation,  dissolution or
winding  up of the  Corporation  pursuant  to  which  the  Corporation  shall be
required  to  distribute  upon  consummation  of  and  as a  condition  to  such
transaction an amount equal to 120% of the  Liquidation  Preference with respect
to each  outstanding  share of Series Q  Preferred  Stock or (ii) to the  extent
applicable,  be treated pursuant to Article VI.C(b) hereof.  "PERSON" shall mean
any   individual,   corporation,   limited   liability   company,   partnership,
association, trust or other entity or organization.

                  C.   LIQUIDATION   PREFERENCE.   For  purposes   hereof,   the
"LIQUIDATION PREFERENCE" with respect to a share of the Series Q Preferred Stock
shall mean an amount equal to the sum of (i) the Stated Value  thereof plus (ii)
an amount  equal to five  percent  (5%) per annum of such  Stated  Value for the
period  beginning  on the date of  issuance  of such share of Series Q Preferred
Stock  pursuant to the Purchase  Agreement (as defined in Article  V.A(i) below)
(the "ISSUE  DATE") and ending on the date of final  distribution  to the holder
thereof  (prorated  for any portion of such  period)  plus (iii) all  Conversion
Default  Payments (as defined in Article VI.E below),  Delivery Default Payments
(as defined in Article  VI.D(b) below) and any other amounts owed to such holder
pursuant to Section 2(c) of the Registration  Rights Agreement.  The liquidation
preference  with respect to any Pari Passu  Securities  shall be as set forth in
the Certificate of Designation filed in respect thereof.

                                  V. REDEMPTION
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                  A. MANDATORY REDEMPTION. If any of the following events (each,
a "MANDATORY REDEMPTION EVENT") shall occur:

                       (i) The  Corporation  (a) fails to issue shares of Common
Stock to the holders of Series Q Preferred Stock upon exercise by the holders of
their  conversion  rights in accordance  with the terms of this  Certificate  of
Designation  (for a period of at least sixty (60) days if such failure is solely
as a result of the  circumstances  governed by the second  paragraph  of Article
VI.E  below  and the  Corporation  is using  its best  efforts  to  authorize  a
sufficient  number of shares of Common Stock as soon as practicable),  (b) fails
to transfer or to cause its  transfer  agent to transfer  (electronically  or in
certificated  form) any  certificate  for shares of Common  Stock  issued to the
holders upon  conversion of the Series Q Preferred Stock as and when required by
this Certificate of Designation or the Registration  Rights Agreement,  dated as
of March  15,  2000,  by and  among the  Corporation  and the other  signatories
thereto  (the  "REGISTRATION  RIGHTS  AGREEMENT"),   (c)  fails  to  remove  any
restrictive  legend (or to withdraw any stop  transfer  instructions  in respect
thereof) on any  certificate or any shares of Common Stock issued to the holders
of Series Q Preferred  Stock upon  conversion of the Series Q Preferred Stock as
and when required by this  Certificate of Designation,  the Securities  Purchase
Agreement  dated as of March 15, 2000,  by and between the  Corporation  and the
other signatories thereto (the "PURCHASE  AGREEMENT") or the Registration Rights
Agreement,  or (d) fails to fulfill its  obligations  pursuant to Sections 4(c),
4(e),  4(h),  4(j),  4(n)  or  5  of  the  Purchase   Agreement  (or  makes  any
announcement,  statement  or  threat  that it  does  not  intend  to  honor  the
obligations  described in this  paragraph)  and any such failure shall  continue
uncured (or any  announcement,  statement or threat not to honor its obligations
shall  not be  rescinded  in  writing)  for ten (10)  business  days  after  the
Corporation  shall have been notified thereof in writing by any holder of Series
Q Preferred Stock;

                       (ii) The Corporation fails to obtain  effectiveness  with
the Securities and Exchange  Commission  (the "SEC"),  prior to July 15, 2000 of
the Registration Statement (as defined in the Registration Rights Agreement, the
"REGISTRATION  STATEMENT")  required to be filed pursuant to Section 2(a) of the
Registration  Rights  Agreement,  or fails to obtain  the  effectiveness  of any
additional Registration Statement (required to be filed pursuant to Section 3(b)
of  the  Registration  Rights  Agreement)  within  sixty  (60)  days  after  the
Registration Trigger Date (as defined in the Registration Rights Agreement),  or
any such Registration Statement,  after its initial effectiveness and during the
Registration Period (as defined in the Registration Rights Agreement), lapses in
effect  or  sales  of all of  the  Registrable  Securities  (as  defined  in the
Registration Rights Agreement, the "REGISTRABLE SECURITIES") otherwise cannot be
made  thereunder  (whether  by reason of the  Corporation's  failure to amend or
supplement the prospectus  included  therein in accordance with the Registration
Rights  Agreement,  the Corporation's  failure to file and obtain  effectiveness
with  the SEC of an  additional  Registration  Statement  required  to be  filed
pursuant to Section 3(b) of the Registration  Rights Agreement or otherwise) for
more than forty-five (45)  consecutive days or more than ninety (90) days in any
twelve (12) month period after such Registration Statement becomes effective;

                       (iii)  The   Corporation   or  any   subsidiary   of  the
Corporation shall make an assignment for the benefit of creditors,  or apply for
or consent to the  appointment  of a  receiver  or trustee  for it or for all or
substantially  all of its  property or  business;  or such a receiver or trustee
shall otherwise be appointed;
<PAGE>

                       (iv)   Bankruptcy,    insolvency,    reorganization    or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Corporation or any subsidiary of the Corporation;

                       (v) The Corporation shall fail to maintain the listing of
the Common Stock on the Nasdaq National Market  ("NASDAQ"),  the Nasdaq SmallCap
Market ("NASDAQ SMALLCAP"), the New York Stock Exchange ("NYSE") or the American
Stock Exchange ("AMEX"); or

                       (vi) any Mandatory  Redemption  Event shall have occurred
and be continuing  pursuant to the Certificate of Designations,  Preferences and
Rights  governing  the Series P Preferred  Stock (the "SERIES P  CERTIFICATE  OF
DESIGNATION");

then,  upon  the  occurrence  and  during  the  continuation  of  any  Mandatory
Redemption  Event  specified in  subparagraphs  (i),  (ii),  (v) or (vi), at the
option of the holders of at least 50% of the then outstanding shares of Series Q
Preferred  Stock  exercisable  by  delivery of written  notice  (the  "MANDATORY
REDEMPTION  NOTICE") to the Corporation of such Mandatory  Redemption  Event, or
upon the occurrence of any Mandatory Redemption Event specified in subparagraphs
(iii) or (iv),  the then  outstanding  shares of Series Q Preferred  Stock shall
become  immediately  redeemable and the Corporation shall purchase each holder's
outstanding  shares of Series Q Preferred Stock for an amount per share equal to
the  greater of (1) 120%  multiplied  by the sum of (a) the Stated  Value of the
shares to be redeemed plus (b) an amount equal to five percent (5%) per annum of
such Stated  Value for the period  beginning  on the  applicable  Issue Date and
ending on the date of payment of the Mandatory Redemption Amount (the "MANDATORY
REDEMPTION  DATE ") plus (c) all  Conversion  Default  Payments  (as  defined in
Article  VI.E  below),  Delivery  Default  Payments  (as defined in Article VI.D
below) and any other amounts owed to such holder pursuant to Section 2(c) of the
Registration  Rights  Agreement,  and (2) the "PARITY VALUE" of the shares to be
redeemed,  where  parity  value means the  product of (a) the highest  number of
shares of Common  Stock  issuable  upon  conversion  of such  shares of Series Q
Preferred  Stock in accordance  with Article VI below (without giving any effect
to any limitations on conversions of shares contained  herein,  and treating the
Trading Day (as defined in Article VI.B(a)) immediately  preceding the Mandatory
Redemption  Date as the  "CONVERSION  DATE" (as defined in Article  VI.D(d)) for
purposes of  determining  the lowest  applicable  Conversion  Price,  unless the
Mandatory  Redemption  Event  arises  as a result of a breach  in  respect  of a
specific  Conversion  Date in  which  case  such  Conversion  Date  shall be the
Conversion Date), multiplied by (b) the highest Closing Price (as defined below)
for the Common Stock during the period beginning on the date of first occurrence
of the  Mandatory  Redemption  Event and ending  one day prior to the  Mandatory
Redemption Date (the greater of such amounts being referred to as the "MANDATORY
REDEMPTION AMOUNT").  "CLOSING PRICE," as of any date, means the last sale price
of the Common Stock on Nasdaq as reported by Bloomberg  Financial  Markets or an
equivalent  reliable  reporting  service  mutually  acceptable  to and hereafter
designated  by the  holders of a majority  in interest of the shares of Series Q
Preferred  Stock  and the  Corporation  ("BLOOMBERG")  or,  if Nasdaq is not the
principal trading market for such security, the last sale price of such security
on the principal  securities  exchange or trading  market where such security is
listed or traded as reported by Bloomberg, or if the foregoing do not apply, the
last  sale  price  of  such  security  in  the  over-the-counter  market  on the
electronic bulletin board for such security as reported by Bloomberg,  or, if no
last sale price of such security is available in the over-the-counter  market on
the  electronic  bulletin  board for such  security  or in any of the  foregoing
manners,  the average of the bid prices of any market  makers for such  security
that are

<PAGE>

listed in the "pink  sheets"  by the  National  Quotation  Bureau,  Inc.  If the
Closing Price cannot be calculated  for such security on such date in the manner
provided  above,  the Closing  Price shall be the fair market  value as mutually
determined  by the  Corporation  and the  holders of a majority  in  interest of
shares of Series Q  Preferred  Stock for which the  calculation  of the  Closing
Price is required.

                  B. TRADING MARKET REDEMPTION.  If the Series Q Preferred Stock
ceases to be convertible by any holder as a result of the limitations  described
in  Article  VI.A(d)  below  (a  "TRADING  MARKET  REDEMPTION  EVENT"),  and the
Corporation has not, prior to, or within thirty (30) days of, the date that such
Trading Market Redemption Event arises, (i) delivered the Share Limit Waiver (as
defined  in Article  VI.A(c))  (to the extent  not  already  given) and  (ii)(A)
obtained  the  Stockholder  Approval  (as  defined  in Article  VI.A(d))  or (B)
eliminated any prohibitions  under applicable law or the rules or regulations of
any  stock  exchange,  interdealer  quotation  system  or other  self-regulatory
organization  with jurisdiction over the Corporation or any of its securities on
the  Corporation's  ability  to issue  shares of  Common  Stock in excess of the
Maximum Share Amount (as defined in Article VI.A(d)), then the Corporation shall
be  obligated  to  redeem  immediately  all of the  then  outstanding  Series  Q
Preferred  Stock,  in  accordance  with this  Article  V.B.  In such  event,  an
irrevocable  redemption notice (the "TRADING MARKET REDEMPTION NOTICE") shall be
delivered  promptly  to the  holders  of  Series  Q  Preferred  Stock  at  their
registered  address  appearing on the records of the Corporation and shall state
(i) that the Maximum Share Amount has been issued,  (ii) that the Corporation is
obligated to redeem all of the  outstanding  Series Q Preferred  Stock and (iii)
the Trading Market  Redemption  Date, which shall be a date (the "TRADING MARKET
REDEMPTION  DATE")  within five (5) business days of the earlier of (a) the date
of the Trading Market Redemption Notice and (b) the date on which the holders of
the Series Q Preferred  Stock  notify the  Corporation  of the  occurrence  of a
Trading Market  Redemption  Event.  On the Trading Market  Redemption  Date, the
Corporation  shall  purchase  each  holder's  outstanding  shares  of  Series  Q
Preferred Stock for an amount per share equal to the Liquidation Preference (the
"CAP REDEMPTION AMOUNT").

                  C. CAP  AMOUNT  REDEMPTION.  If the Series Q  Preferred  Stock
ceases to be convertible by any holder as a result of the Cap Amount (as defined
in Article  VI.A(c)) being reached (a "CAP AMOUNT  REDEMPTION  EVENT"),  and the
Corporation  has not,  prior to, or within one hundred eighty (180) days of, the
date that such Cap Amount  Redemption  Event  arises,  (1) if the sum of (A) the
aggregate number of shares of Common Stock previously  issued upon conversion of
the Series Q Preferred  Stock and upon  exercise of the  Warrants (as defined in
the Purchase Agreement)  (together with the aggregate number of shares of Common
Stock previously issued upon conversion of the Series P Preferred Stock,  unless
the Corporation obtains the  Non-Integration  Letter (as defined in the Purchase
Agreement))  and (B) the number of shares of Common  Stock that remain  issuable
upon full  conversion of the then  outstanding  Series Q Preferred  Stock at the
Conversion  Price then in effect  (without  giving effect to any  limitations on
conversion  contained  in  Article  VI  hereof)  and upon full  exercise  of the
Warrants  (without  giving  effect  to any  limitations  on  exercise  contained
therein)  (together  with the  number  of shares of  Common  Stock  that  remain
issuable upon full conversion of the then  outstanding  Series P Preferred Stock
(without giving effect to any limitations on conversion  contained in the Series
P   Certificate   of   Designation),   unless  the   Corporation   obtains   the
Non-Integration Letter), exceeds the Maximum Share Amount (as defined in Article
VI.A(d)) on any date prior to the delivery of the Share Limit Waiver (as defined
in Article VI.A(c)), either (i) obtained the Stockholder Approval (as defined in
Article VI.A(d)) or (ii) eliminated any prohibitions under applicable law or the
rules or  regulations of any stock  exchange,  interdealer  quotation  system or

<PAGE>

other self-regulatory organization with jurisdiction over the Corporation or any
of its securities on the  Corporation's  ability to issue shares of Common Stock
in excess of the Maximum Share Amount (as defined in Article  VI.A(d)),  and (2)
delivered  to the holders of the Series Q Preferred  Stock a Share Limit  Waiver
(as defined in Article VI.A (c))  (provided that the Share Limit Waiver may not,
without  the  written  consent  of the  holders  of at  least  50%  of the  then
outstanding  shares of Series Q Preferred Stock, be delivered by the Corporation
after the one hundred eightieth (180th) day immediately  preceding the Automatic
Conversion  Date (as described  below) and,  provided,  further that in no event
shall the  Corporation be entitled to deliver a Share Limit Waiver unless all of
the  shares of  Common  Stock  issuable  in  excess  of the Cap  Amount  are (x)
authorized  and reserved for  issuance,  (y)  registered  for re-sale  under the
Securities  Act of 1933,  as amended  (the "1933  ACT"),  by the  holders of the
Series  Q  Preferred  Stock  (or  may  otherwise  be  resold  publicly   without
restriction)  and (z)  eligible  to be traded on Nasdaq,  the NYSE,  the AMEX or
Nasdaq SmallCap),  then the Corporation shall be obligated to redeem immediately
all of the then  outstanding  Series Q Preferred  Stock, in accordance with this
Article V.C. In such event,  an irrevocable  redemption  notice (the "CAP AMOUNT
REDEMPTION  NOTICE")  shall be  delivered  promptly  to the  holders of Series Q
Preferred  Stock at their  registered  address  appearing  on the records of the
Corporation  and shall  state (i) that the Cap  Amount  (as  defined  in Article
VI.A(c)) has been issued upon conversion of the Series Q Preferred  Stock,  (ii)
that the  Corporation  is  obligated to redeem all of the  outstanding  Series Q
Preferred Stock and (iii) the Cap Amount  Redemption Date, which shall be on the
earlier  of (a) one  hundred  eighty  (180) days from the date of the Cap Amount
Redemption  Event and (b) the  Automatic  Conversion  Date (the  earlier of such
dates being hereafter referred to as the "CAP AMOUNT REDEMPTION  DATE").  Solely
for purposes of this Article V.C., the Automatic  Conversion Date shall be March
15, 2003 and shall not be subject to extension as provided in Article VII hereof
without  the  written  consent  of the  holders  of at  least  50%  of the  then
outstanding  shares of Series Q Preferred  Stock  delivered  to the  Corporation
prior to March 15, 2003. On the Cap Amount Redemption Date (or such earlier date
as the Corporation  shall so elect),  the Corporation  shall make payment of the
Cap Redemption Amount (as defined in Article V.B above) in cash.

                  D.  FAILURE  TO PAY  REDEMPTION  AMOUNTS.  Subject  to Article
VI.A(d),  in the case of a Mandatory  Redemption  Event or the delivery of a Cap
Amount  Redemption  Notice,  if  the  Corporation  fails  to pay  the  Mandatory
Redemption Amount or the Cap Redemption  Amount, as applicable,  within five (5)
business  days of  written  notice  that such  amount is due and  payable,  then
(assuming  there are  sufficient  authorized  shares) in  addition  to all other
available remedies, each holder of Series Q Preferred Stock shall have the right
at any time, so long as the Mandatory Redemption Event continues, or at any time
after the Cap Amount  Redemption Date, to require the Corporation,  upon written
notice,  to immediately  issue (without regard to the Cap Amount) at any time or
from time to time until  payment of the Mandatory  Redemption  Amount or the Cap
Redemption  Amount is received by such holder (in accordance with and subject to
the terms of Article VI below (but without  regard to the Cap Amount)),  in lieu
of the Mandatory  Redemption Amount or the Cap Redemption Amount, as applicable,
the number of shares of Common Stock of the Corporation equal to such applicable
redemption  amount divided by any Conversion Price (as defined below), as chosen
in the sole discretion of the holder of Series Q Preferred Stock, in effect from
the date of the Mandatory  Redemption Event or the Cap Amount  Redemption Event,
as the case may be,  until the date such holder  elects to  exercise  its rights
pursuant to this Article V.D.

                   VI. CONVERSION AT THE OPTION OF THE HOLDER
<PAGE>

                  A.       OPTIONAL CONVERSION

                       (A) CONVERSION  AMOUNT.  Subject to the  restriction  set
forth in Article  VI.A(b)  below,  each  holder of shares of Series Q  Preferred
Stock may, at its option at any time and from time to time,  upon  surrender  of
the  certificates  therefor,  convert  any  or all of its  shares  of  Series  Q
Preferred Stock into Common Stock as set forth below (an "OPTIONAL CONVERSION").
Each share of Series Q Preferred Stock shall be convertible  into such number of
fully paid and nonassessable  shares of Common Stock as such Common Stock exists
on the Issue Date, or any other shares of capital  stock or other  securities of
the  Corporation  into  which  such  Common  Stock  is  thereafter   changed  or
reclassified,  as is  determined by dividing (1) the sum of (a) the Stated Value
thereof  plus  (b) the  Premium  Amount  (as  defined  below),  by (2) the  then
effective  Conversion Price (as defined below);  provided,  however,  that in no
event (other than  pursuant to the Automatic  Conversion  (as defined in Article
VII))  shall a holder  of  shares of Series Q  Preferred  Stock be  entitled  to
convert any such shares in excess of that  number of shares upon  conversion  of
which the sum of (x) the number of shares of Common Stock  beneficially owned by
the holder and its  affiliates  (other than shares of Common  Stock which may be
deemed  beneficially  owned through the ownership of the unconverted  portion of
the shares of Series Q Preferred Stock or the unexercised or unconverted portion
of any other securities of the Corporation (including,  without limitation,  the
Warrants,  the Series P Preferred Stock and the Series P Warrants (as defined in
the Purchase  Agreement))  subject to a  limitation  on  conversion  or exercise
analogous to the limitations  contained  herein) and (y) the number of shares of
Common Stock  issuable  upon the  conversion of the shares of Series Q Preferred
Stock with  respect to which the  determination  of this  proviso is being made,
would result in beneficial ownership by a holder and such holder's affiliates of
more than 4.9% of the  outstanding  shares of Common Stock.  For purposes of the
proviso to the immediately  preceding  sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended, and Regulation 13D-G thereunder,  except as otherwise provided
in clause (x) of such  proviso.  The "PREMIUM  AMOUNT"  means the product of the
Stated  Value,  multiplied by .05,  multiplied by (N/365),  where "N" equals the
number of days elapsed from the Issue Date to and including the Conversion  Date
(as defined in Article VI.B).

                       (b)  CONVERSION  RESTRICTIONS.  No  conversions  shall be
permitted at a  Conversion  Price (as defined in Article  VI.B(a))  that is less
than the Fixed  Conversion  Price (as defined in Article VI.B(a)) prior to April
26,  2000;  provided,   however,  that  such  restriction  shall  not  apply  to
conversions taking place on any Conversion Date (i) on which the Trade Price (as
defined  below)  of the  Common  Stock is  greater  than or  equal to the  Fixed
Conversion Price or (ii) occurring on or after the date the Corporation  makes a
public  announcement  that it  intends  to merge or  consolidate  with any other
corporation  or  sell  or  transfer  substantially  all  of  the  assets  of the
Corporation, (other than the Trans Global Acquisition), or (iii) occurring on or
after the date any person, group or entity (including the Corporation)  publicly
announces a tender  offer to purchase  50% or more of the  Corporation's  Common
Stock (or any other  takeover  scheme) or (iv) occurring on or after the date on
which there is a Material Adverse Change (as defined below), or (v) occurring on
or after the occurrence of any Mandatory  Redemption Event. "TRADE PRICE" means,
for any security as of any date,  the highest  reported sale price of the Common
Stock on the Nasdaq as reported by Bloomberg  or, if Nasdaq is not the principal
trading  market  for such  security,  the  highest  reported  sale price of such
security  on the  principal  securities  exchange or trading  market  where such
security is listed or traded as reported by  Bloomberg,  or if the  foregoing do
not  apply,   the  highest   reported   sale  price  of  such  security  in  the

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over-the-counter  market on the  electronic  bulletin board for such security as
reported by Bloomberg, or, if no sale price of such security is available in the
over-the-counter market on the electronic bulletin board for such security or in
any of the foregoing manners, the highest reported bid price of any market maker
for such security  that is listed in the "pink sheet" by the National  Quotation
Bureau,  Inc. If the Trade Price cannot be calculated  for such security on such
date in the manner  provided  above,  the Trade  Price  shall be the fair market
value as mutually determined by the Corporation and the holders of a majority in
interest of shares of Series Q Preferred Stock.  "MATERIAL ADVERSE CHANGE" means
(i) the bankruptcy of the  Corporation;  (ii) the insolvency of the Corporation;
(iii) the  receipt by the  Corporation  of a "going  concern"  opinion  from its
auditors;  (iv) the  resignation or dismissal by the Corporation of its auditors
(provided,  however, that the replacement by the Corporation of any auditors who
are not a "Big Five"  auditing firm with a "Big Five" auditing firm shall not be
deemed to  constitute  a "Material  Adverse  Change");  (v) the  resignation  or
dismissal of the Chairman,  the Chief  Executive  Officer,  the Chief  Financial
Officer or the Chief Operating  Officer of the Corporation;  (vi) the receipt by
the Issuer of notice of failure to meet Nasdaq  listing  requirements;  or (vii)
the abandonment or termination of the Trans Global Acquisition.

                       (c)  LIMITATION ON NUMBER OF SHARES OF COMMON STOCK TO BE
ISSUED.  Subject to written  waiver by the  Corporation,  the maximum  number of
shares of Common  Stock to be issued upon  conversion  of the Series Q Preferred
Stock shall be 3,434,581  shares (subject to adjustment for stock splits,  stock
dividends and similar events, the "CAP AMOUNT");  provided however,  that if the
average of the  Closing  Bid Prices of the Common  Stock  during the twenty (20)
Trading Day period ending on the later of (x) June 30, 2000 and (y) the sixtieth
(60th) calendar day after the date on which the Registration  Statement is first
declared  effective  is less than the Closing  Bid Price of the Common  Stock on
January 12, 2000, the Cap Amount shall thereafter equal 3,434,581  multiplied by
the  Closing  Bid Price on January  12,  2000 and  divided by the average of the
Closing Bid Prices  during such twenty (20) Trading Day period,  but in no event
shall the Cap Amount exceed the Maximum  Share Amount  (unless the Maximum Share
Amount no longer applies  pursuant to Article  VI.A(d)).  If the Corporation has
issued a number of  shares  of Common  Stock  upon  conversion  of the  Series Q
Preferred  Stock equal to the Cap Amount,  unless the  Corporation  has provided
written notice to the holders of the Series Q Preferred Stock that it has waived
the  restrictions  contained in this Article VI.A(c) on issuing shares of Common
Stock  upon  conversion  of the  Series Q  Preferred  Stock in excess of the Cap
Amount (the "SHARE  LIMIT  WAIVER")  (provided  that such Share Limit Waiver may
not,  without  the  written  consent of the  holders of at least 50% of the then
outstanding  shares of Series Q Preferred Stock, be delivered by the Corporation
after the 180th day  preceding  the  Automatic  Conversion  Date (as  defined in
Article  VII);  provided,  further,  that in no event shall the  Corporation  be
entitled  to  deliver a Share  Limit  Waiver  unless all of the shares of Common
Stock  issuable in excess of the Cap Amount are (x)  authorized and reserved for
issuance,  (y)  registered  for re-sale under the 1933 Act by the holders of the
Series  Q  Preferred  Stock  (or  may  otherwise  be  resold  publicly   without
restriction)  and (z)  eligible  to be traded on Nasdaq,  the NYSE,  the AMEX or
Nasdaq  SmallCap and;  provided,  further,  that if the sum of (A) the aggregate
number of shares of Common Stock previously issued upon conversion of the Series
Q Preferred Stock and upon exercise of the Warrants (together with the aggregate
number of shares of Common Stock previously issued upon conversion of the Series
P Preferred Stock, unless the Corporation  obtains the  Non-Integration  Letter)
and (B) the number of shares of Common  Stock  that  remain  issuable  upon full
conversion of the then  outstanding  Series Q Preferred  Stock at the Conversion
Price then in effect  (without  giving effect to any  limitations  on conversion
contained

<PAGE>

in Article VI hereof) and upon full  exercise of the  Warrants  (without  giving
effect to any  limitations  on exercise  contained  therein)  (together with the
number of shares of Common Stock that remain  issuable  upon full  conversion of
the then  outstanding  Series P Preferred  Stock  (without  giving effect to any
limitations on conversion contained in the Series P Certificate of Designation),
unless the Corporation obtains the Non-Integration  Letter), exceeds the Maximum
Share  Amount (as defined in Article  VI.A(d)) on any date prior to the delivery
of the  Share  Limit  Waiver,  the  Corporation  has  either  (i)  obtained  the
Stockholder  Approval  (as defined in Article  VI.A(d)) or (ii)  eliminated  any
prohibitions  under  applicable  law or the  rules or  regulations  of any stock
exchange,  interdealer  quotation system or other  self-regulatory  organization
with  jurisdiction  over  the  Corporation  or  any  of  its  securities  on the
Corporation's  ability to issue  shares of Common Stock in excess of the Maximum
Share  Amount (as defined in Article  VI.A(d)),  then the  Corporation  shall be
obligated to redeem the Series Q Preferred Stock in accordance with Article V.C.

                       (d) TRADING  MARKET  LIMITATION.  Unless the  Corporation
either (i) is permitted by the applicable rules and regulations of the principal
securities  market  on which  the  Common  Stock is listed or traded or (ii) has
obtained  approval of the  issuance of the Common  Stock upon  conversion  of or
otherwise  pursuant  to the Series Q  Preferred  Stock and upon  exercise of the
Warrants  (and  of the  issuance  of the  Common  Stock  upon  conversion  of or
otherwise  pursuant to the Series P Preferred Stock and upon exercise the Series
P Warrants (unless the Corporation has obtained the Non-Integration Letter prior
thereto)) in accordance with applicable law and the rules and regulations of any
stock  exchange,   interdealer   quotation   system  or  other   self-regulatory
organization  with  jurisdiction  over the  Corporation or any of its securities
(the  "STOCKHOLDER  APPROVAL"),  in no event shall the total number of shares of
Common Stock  issued upon  conversion  of or otherwise  pursuant to the Series Q
Preferred  Stock and upon exercise of the Warrants  (together with any shares of
Common Stock  issued upon  conversion  of or otherwise  pursuant to the Series P
Preferred Stock, unless the Corporation obtains the Non-Integration  Letter) and
any other shares of capital  stock or rights to acquire  shares of capital stock
issued by the  Corporation  which are  aggregated or integrated  with the Common
Stock issued or issuable upon conversion of or otherwise  pursuant to the Series
Q  Preferred  Stock for  purposes  of any such rule or  regulation)  exceed  the
maximum  number  of shares of Common  Stock  that the  Corporation  can so issue
pursuant to any rule of the principal United States  securities  market on which
the Common Stock trades  (including  Rule 4460 of Nasdaq or any successor  rule)
(the "MAXIMUM  SHARE  AMOUNT")  which shall be 7,157,063  shares  (19.99% of the
total  shares of Common  Stock  outstanding  on  January  26,  2000)  (provided,
however,  that,  if the  Corporation  obtains the  Non-Integration  Letter,  the
Maximum  Share Amount  shall be 9,365,463  (19.99% of the total shares of Common
Stock  outstanding on March 15, 2000)),  subject to equitable  adjustments  from
time  to  time  for  stock  splits,  stock  dividends,   combinations,   capital
reorganizations  and similar events relating to the Common Stock occurring after
January 26, 2000 (or March 15, 2000, as applicable). With respect to each holder
of Series Q  Preferred  Stock,  the  Maximum  Share  Amount  shall refer to such
holder's pro rata share thereof  determined in accordance with Article XI below.
In the event that the sum of (x) the aggregate  number of shares of Common Stock
actually  issued upon  conversion  of or otherwise  pursuant to the  outstanding
Series Q Preferred  Stock and upon exercise of the Warrants  (together  with the
aggregate number of shares of Common Stock previously  issued upon conversion of
the Series P Preferred Stock, unless the Corporation obtains the Non-Integration
Letter),  plus (y) the  aggregate  number of shares of Common  Stock that remain
issuable  upon  conversion  of or  otherwise  pursuant to the Series Q Preferred
Stock at the then  effective  Conversion  Price  (without  giving  effect to any

<PAGE>

limitations on conversion contained in Article VI hereof) and upon full exercise
of the Warrants (without giving effect to any limitations on exercise  contained
therein)  (together  with the  number  of shares of  Common  Stock  that  remain
issuable upon full conversion of the then  outstanding  Series P Preferred Stock
(without giving effect to any limitations on conversion  contained in the Series
P   Certificate   of   Designation),   unless  the   Corporation   obtains   the
Non-Integration  Letter),  represents at least one hundred percent (100%) of the
Maximum Share Amount (the "TRIGGERING EVENT"), the Corporation will use its best
efforts to seek and obtain Stockholder  Approval (or obtain such other relief as
will allow conversions  hereunder in excess of the Maximum Share Amount) as soon
as practicable following the Triggering Event.

                  B.       CONVERSION PRICE.

                       (a)   CALCULATION   OF  CONVERSION   PRICE.   Subject  to
subparagraph  (b)  below,  the  "CONVERSION  PRICE"  shall be the  lesser of the
Variable Conversion Price (as defined herein) and the Fixed Conversion Price (as
defined  herein),  subject to adjustments  pursuant to the provisions of Article
VI.C below.  The  "VARIABLE  CONVERSION  PRICE"  shall mean the Market Price (as
defined below).  "MARKET PRICE" shall mean the average of the Closing Bid Prices
for any five (5) consecutive Trading Days (the "MARKET PRICE DAYS"),  during the
twenty-two  (22) Trading Day period ending one (1) Trading Day prior to the date
the Notice of Conversion (as defined in Article VI.D) is sent by a holder to the
Corporation via facsimile (the "PRICING PERIOD"). The Market Price Days shall be
designated by the converting  holder (from among the days comprising the Pricing
Period) in the Notice of Conversion. "FIXED CONVERSION PRICE" shall mean $12.04.
"CLOSING  BID PRICE"  means,  for any  security as of any date,  the closing bid
price on Nasdaq as  reported  by  Bloomberg  or, if Nasdaq is not the  principal
trading market for such security,  the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or
traded as reported by Bloomberg,  or if the foregoing do not apply,  the closing
bid price of such  security  in the  over-the-counter  market on the  electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price of such  security  is  available  in the  over-the-counter  market  on the
electronic  bulletin board for such security or in any of the foregoing manners,
the average of the bid prices of any market  makers for such  security  that are
listed in the "pink  sheets"  by the  National  Quotation  Bureau,  Inc.  If the
Closing Bid Price  cannot be  calculated  for such  security on such date in the
manner provided  above,  the Closing Bid Price shall be the fair market value as
mutually determined by the Corporation and the holders of a majority in interest
of shares of Series Q Preferred  Stock being converted for which the calculation
of the Closing Bid Price is required in order to determine the Conversion  Price
of such Series Q Preferred Stock.  "TRADING DAY" shall mean any day on which the
Common Stock is traded for any period on Nasdaq, or on the principal  securities
exchange  or other  securities  market on which the  Common  Stock is then being
traded.

                       (b)   CONVERSION   PRICE  DURING   MAJOR   ANNOUNCEMENTS.
Notwithstanding  anything  contained in subparagraph (a) of this Article VI.B to
the contrary,  except in connection  with the Trans Global  Acquisition,  in the
event  the  Corporation  (i)  makes a public  announcement  that it  intends  to
consolidate  or merge with any other  corporation  (other than a merger in which
the Corporation is the surviving or continuing corporation and its capital stock
is unchanged) or sell or transfer all or substantially  all of the assets of the
Corporation  or (ii) any person,  group or entity  (including  the  Corporation)
publicly  announces a tender offer to purchase 50% or more of the  Corporation's
Common  Stock  (or any other  takeover  scheme)  (the  date of the  announcement
referred  to  in  clause  (i)  or  (ii)  is  hereinafter   referred  to  as  the
"ANNOUNCEMENT  DATE"),  then the  Conversion  Price  shall,  effective  upon the

<PAGE>

Announcement  Date  and  continuing   through  the  Adjusted   Conversion  Price
Termination Date (as defined below),  be equal, for each such date, to the lower
of (x) the  Conversion  Price which would have been  applicable  for an Optional
Conversion  occurring on the Announcement Date and (y) the Conversion Price that
would  otherwise  be in effect.  From and after the  Adjusted  Conversion  Price
Termination  Date,  the  Conversion  Price shall be  determined  as set forth in
subparagraph (a) of this Article VI.B. For purposes hereof, "Adjusted Conversion
Price Termination Date" shall mean, with respect to any proposed  transaction or
tender  offer  (or  takeover   scheme)  for  which  a  public   announcement  as
contemplated  by this  subparagraph  (b) has been made,  the date upon which the
Corporation (in the case of clause (i) above) or the person, group or entity (in
the case of clause (ii) above) consummates or publicly announces the termination
or abandonment of the proposed  transaction or tender offer (or takeover scheme)
which caused this subparagraph (b) to become operative.

                  C. ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price shall
be subject to adjustment from time to time as follows:

                       (a)  ADJUSTMENT TO  CONVERSION  PRICE DUE TO STOCK SPLIT,
STOCK DIVIDEND,  ETC. If at any time when Series Q Preferred Stock is issued and
outstanding,  the number of  outstanding  shares of Common Stock is increased or
decreased  by a stock  split,  stock  dividend,  combination,  reclassification,
rights  offering  below the Trading  Price (as defined  below) to all holders of
Common Stock or other similar  event,  which event shall have taken place during
the reference period for  determination of the Conversion Price for any Optional
Conversion  or Automatic  Conversion of the Series Q Preferred  Stock,  then the
Conversion  Price shall be  calculated  giving  appropriate  effect to the stock
split, stock dividend, combination,  reclassification or other similar event. In
such event, the Corporation shall notify the Transfer Agent of such change on or
before the effective date thereof.  "Trading  Price," which shall be measured as
of the record date in respect of the rights  offering,  means (i) the average of
the last  reported  sale  prices  for the  shares of  Common  Stock on Nasdaq as
reported by Bloomberg, as applicable,  for the five (5) Trading Days immediately
preceding  such date, or (ii) if Nasdaq is not the principal  trading market for
the shares of Common Stock,  the average of the last reported sale prices on the
principal trading market for the Common Stock during the same period as reported
by  Bloomberg,  or (iii) if market value cannot be calculated as of such date on
any of the foregoing  bases, the Trading Price shall be the fair market value as
reasonably  determined  in good  faith  by (a) the  Board  of  Directors  of the
Corporation  or, (b) at the option of a  majority-in-interest  of the holders of
the outstanding  Series Q Preferred  Stock by an independent  investment bank of
nationally  recognized  standing in the valuation of  businesses  similar to the
business of the Corporation.

                       (b) ADJUSTMENT DUE TO MERGER, CONSOLIDATION,  ETC. If, at
any time when Series Q Preferred  Stock is issued and  outstanding  and prior to
the conversion of all Series Q Preferred  Stock,  (i) there shall be any merger,
consolidation,  exchange of shares, recapitalization,  reorganization,  or other
similar  event,  as a result of which shares of Common Stock of the  Corporation
shall be changed into the same or a different  number of shares of another class
or classes of stock or securities of the Corporation or another entity,  or (ii)
in case of any sale or conveyance of all or  substantially  all of the assets of
the  Corporation,  in any such  case,  other than in  connection  with the Trans
Global  Acquisition or a plan of complete  liquidation of the Corporation  (each
such  event  described  in  clause  (i) and (ii)  above,  a "CHANGE  OF  CONTROL
TRANSACTION"),  then the  holders of Series Q Preferred  Stock shall  thereafter
have the right to receive upon conversion of the Series Q Preferred Stock,  upon

<PAGE>

the basis and upon the terms and conditions  specified herein and in lieu of the
shares of Common Stock immediately  theretofore  issuable upon conversion,  such
stock,  securities or assets which the holders of Series Q Preferred Stock would
have been  entitled  to receive in such  transaction  had the Series Q Preferred
Stock been  converted in full  immediately  prior to such  transaction  (without
regard to any limitations on conversion  contained herein), and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the holders of Series Q Preferred  Stock to the end that the  provisions  hereof
(including,  without  limitation,  provisions  for  adjustment of the Conversion
Price and of the number of shares of Common Stock  issuable  upon  conversion of
the Series Q Preferred Stock) shall  thereafter be applicable,  as nearly as may
be practicable in relation to any  securities or assets  thereafter  deliverable
upon the  conversion  of Series P Preferred  Stock.  The  Corporation  shall not
effect any  transaction  described  in this  subsection  (b) unless (a) it first
gives, to the extent  practical,  thirty (30) days' prior written notice (but in
any event at least  fifteen  (15)  business  days prior  written  notice) of the
record date of the special meeting of stockholders to approve, or if there is no
such record  date,  the  consummation  of,  such  Change of Control  Transaction
(during which time the holders of Series Q Preferred  Stock shall be entitled to
convert  the  Series Q  Preferred  Stock)  and (b) the  resulting  successor  or
acquiring entity (if not the  Corporation)  and, if an entity different from the
successor or acquiring  entity,  the entity  whose  capital  stock or assets the
holders of the Common  Stock are  entitled to receive as a result of such Change
of Control  Transaction,  assumes by written  instrument the obligations of this
Certificate of Designation  (including this subsection (b);  provided,  however,
that in the case of a merger or  consolidation  in which the  Corporation is not
the surviving entity and in which all of the outstanding shares of capital stock
of the Corporation are being acquired for or converted into the right to receive
consideration  consisting  entirely of cash,  then the  successor  or  surviving
entity (if not the Corporation) shall not be obligated to assume the obligations
under this Certificate of Designation,  except for the obligations under Article
IV.B). The above provisions shall similarly apply to successive  consolidations,
mergers, sales, transfers or share exchanges.

                       (c)  ADJUSTMENT DUE TO  DISTRIBUTION.  Subject to Article
III, if the Corporation shall declare or make any distribution of its assets (or
rights to acquire  its assets) to holders of Common  Stock as a dividend,  stock
repurchase,  by way of return of capital or otherwise (including any dividend or
distribution to the  Corporation's  shareholders in cash or shares (or rights to
acquire  shares)  of  capital  stock of a  subsidiary  (i.e.,  a  spin-off))  (a
"DISTRIBUTION"), then the holders of Series Q Preferred Stock shall be entitled,
upon any  conversion  of shares of Series Q  Preferred  Stock  after the date of
record for determining  shareholders  entitled to such Distribution,  to receive
the  amount of such  assets  which  would have been  payable to the holder  with
respect to the shares of Common Stock  issuable  upon such  conversion  had such
holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution.

                       (d)  PURCHASE  RIGHTS.  Subject to Article III, if at any
time  when  any  Series  Q  Preferred  Stock  is  issued  and  outstanding,  the
Corporation  issues any  convertible  securities  or rights to  purchase  stock,
warrants,  securities or other property (the "PURCHASE  RIGHTS") pro rata to the
record  holders  of any  class of Common  Stock,  then the  holders  of Series Q
Preferred Stock will be entitled to acquire,  upon the terms  applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon complete  conversion of the Series Q Preferred Stock (without regard to any
limitations on conversion contained herein)


<PAGE>

immediately  before the date on which a record is taken for the grant,  issuance
or sale of such Purchase Rights,  or, if no such record is taken, the date as of
which the record  holders of Common  Stock are to be  determined  for the grant,
issue or sale of such Purchase Rights.

                       (e) ADJUSTMENT FOR RESTRICTED  PERIODS. In the event that
(i)  the  Corporation  fails  to  obtain  effectiveness  with  the  SEC  of  any
Registration  Statement required to be filed pursuant to the Registration Rights
Agreement  on or  prior  to the date on which  such  Registration  Statement  is
required to become effective  pursuant to the terms of the  Registration  Rights
Agreement,  (ii) any such Registration Statement after its initial effectiveness
and  during the  Registration  Period (as  defined  in the  Registration  Rights
Agreement)  lapses  in  effect,  or  sales  of all  the  Registrable  Securities
otherwise  cannot be made  thereunder,  whether  by reason of the  Corporation's
failure or inability to amend or supplement  the prospectus  (the  "PROSPECTUS")
included  therein  in  accordance  with the  Registration  Rights  Agreement  or
otherwise,  after such  Registration  Statement  becomes  effective  (including,
without  limitation,  during an Allowed Delay (as defined in Section 3(f) of the
Registration  Rights  Agreement)),  or (iii) a Cap  Amount  Redemption  Event or
Trading Market  Redemption Event occurs (each of the events described in clauses
(i), (ii) and (iii) being referred to as an "EXTENDED LOOKBACK EVENT"), then, at
the  election  of each holder of Series Q Preferred  Stock,  the Pricing  Period
shall be comprised of, (x) in the case of an event  described in clause (i), the
twenty-two  (22)  Trading  Days  preceding  the date on which such  Registration
Statement  is  required  to  become  effective  pursuant  to  the  terms  of the
Registration  Rights Agreement,  plus all Trading Days through and including the
third  (3rd)  Trading Day  following  the date of actual  effectiveness  of such
Registration  Statement,  (y) in the case of an event  described in clause (ii),
the  twenty-two  (22) Trading Days preceding the date on which the holder of the
Series Q Preferred  Stock is first notified that sales may not be made under the
Prospectus,  plus all Trading Days through and including the third (3rd) Trading
Day following the date on which the Holder is first notified that such sales may
again be made under the Prospectus, and (z) in the case of an event described in
clause (iii),  the twenty-two  (22) Trading Days preceding the occurrence of the
Cap Amount  Redemption Event or Trading Market Redemption Event, as the case may
be, plus all Trading  Days  through and  including  the third (3rd)  Trading Day
following the date on which the Share Limit Wavier has been  properly  delivered
in  accordance  with  Article V.C above (in the case of a Cap Amount  Redemption
Event) or on which the Stockholder  Approval has been obtained (in the case of a
Trading Market  Redemption  Event) (each of such periods  referred to in clauses
(x), (y) and (z) being defined as an "EXTENDED LOOKBACK PERIOD"). If a holder of
Series Q Preferred  Stock  determines that sales may not be made pursuant to the
Prospectus (whether by reason of the Corporation's failure or inability to amend
or supplement the Prospectus or otherwise) it shall so notify the Corporation in
writing and, unless the Corporation  provides such holder with a written opinion
of the  Corporation's  counsel  to the  contrary,  such  determination  shall be
binding for purposes of this paragraph.  In the event that an Extended  Lookback
Event occurs within the three (3) Trading  Day-period  following the cure of any
other  Extended   Lookback  Event,  the  Extended   Lookback  Periods  shall  be
cumulative.

                  D.  MECHANICS  OF  CONVERSION.  In order to  convert  Series Q
Preferred Stock into full shares of Common Stock, a holder of Series Q Preferred
Stock shall: (i) submit a copy of the fully executed notice of conversion in the
form attached hereto as Exhibit A ("NOTICE OF CONVERSION") to the Corporation by
facsimile  dispatched  prior to  Midnight,  New York City time (the  "CONVERSION
NOTICE  DEADLINE")  on the date  specified  therein as the  Conversion  Date (as
defined in Article  VI.D(d))  (or by other  means  resulting  in, or  reasonably
expected to result in,

<PAGE>

notice  to the  Corporation  on  the  Conversion  Date)  to  the  office  of the
Corporation,  which  notice  shall  specify  the  number  of  shares of Series Q
Preferred  Stock  to  be  converted,  the  applicable  Conversion  Price  and  a
calculation  of the  number  of  shares  of  Common  Stock  issuable  upon  such
conversion  (together  with a copy of the first page of each  certificate  to be
converted); and (ii) surrender the original certificates representing the Series
Q Preferred  Stock being converted (the "PREFERRED  STOCK  CERTIFICATES"),  duly
endorsed,  along  with a copy of the Notice of  Conversion  to the office of the
Corporation  or the Transfer  Agent for the Series Q Preferred  Stock as soon as
practicable  thereafter.  The  Corporation  shall  not  be  obligated  to  issue
certificates   evidencing   the  shares  of  Common  Stock  issuable  upon  such
conversion,  unless either the Preferred Stock Certificates are delivered to the
Corporation or its Transfer Agent as provided  above, or the holder notifies the
Corporation or its Transfer Agent that such  certificates have been lost, stolen
or destroyed  (subject to the  requirements of subparagraph  (a) below).  In the
case of a dispute as to the calculation of the Conversion Price, the Corporation
shall promptly issue such number of shares of Common Stock that are not disputed
in accordance with  subparagraph  (b) below.  The  Corporation  shall submit the
disputed  calculations  to its outside  accountant via facsimile  within two (2)
business days of receipt of the Notice of Conversion. The accountant shall audit
the  calculations  and notify the  Corporation  and the holder of the results no
later than two (2)  business  days  following  the date it receives the disputed
calculations.  The accountant's  calculation  shall be deemed  conclusive absent
manifest error.

                       (a) LOST OR  STOLEN  CERTIFICATES.  Upon  receipt  by the
Corporation  of evidence of the loss,  theft,  destruction  or mutilation of any
Preferred Stock  Certificates  representing  shares of Series Q Preferred Stock,
and  (in the  case of  loss,  theft  or  destruction)  of  indemnity  reasonably
satisfactory  to the  Corporation,  and upon surrender and  cancellation  of the
Preferred Stock Certificate(s),  if mutilated, the Corporation shall execute and
deliver new Preferred Stock Certificate(s) of like tenor and date.

                       (b)  DELIVERY OF COMMON STOCK UPON  CONVERSION.  Upon the
surrender  of  certificates  as  described  above  together  with  a  Notice  of
Conversion,  the  Corporation  shall issue and,  within three (3) business  days
after such surrender (or, in the case of lost, stolen or destroyed certificates,
after provision of agreement and  indemnification  pursuant to subparagraph  (a)
above) (the "DELIVERY PERIOD"), deliver (or cause its Transfer Agent to so issue
and deliver) in  accordance  with the terms  hereof and the  Purchase  Agreement
(including,  without limitation,  in accordance with the requirements of Section
2(g) of the  Purchase  Agreement)  to or upon the order of the  holder  (i) that
number  of shares of Common  Stock  for the  portion  of the  shares of Series Q
Preferred Stock converted as shall be determined in accordance herewith and (ii)
a certificate representing the balance of the shares of Series Q Preferred Stock
not  converted,  if any.  In  addition to any other  remedies  available  to the
holder,  including actual damages and/or equitable relief, the Corporation shall
pay to a holder  $2,000 per day in cash for each day  beyond a two (2)  business
day grace period  following the Delivery  Period that the  Corporation  fails to
deliver Common Stock (a "DELIVERY DEFAULT") issuable upon surrender of shares of
Series Q  Preferred  Stock  with a Notice of  Conversion  until such time as the
Corporation  has  delivered  all  such  Common  Stock  (the "  DELIVERY  DEFAULT
PAYMENTS").  Such Delivery  Default Payments shall be paid to such holder by the
fifth day of the month  following  the month in which it has  accrued or, at the
option of the holder (by written  notice to the  Corporation by the first day of
the month  following  the month in which it has accrued),  shall be  convertible
into Common Stock in accordance with the terms of this Article VI.
<PAGE>

                  In lieu of delivering physical  certificates  representing the
Common Stock issuable upon conversion, provided the Corporation's Transfer Agent
is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast  Automated
Securities  Transfer  ("FAST")  program,  upon  request  of the  holder  and its
compliance  with the  provisions  contained  in Article VI.A and in this Article
VI.D, the Corporation  shall use its best efforts to cause its Transfer Agent to
electronically  transmit the Common Stock issuable upon conversion to the holder
by crediting  the account of holder's  Prime Broker with DTC through its Deposit
Withdrawal Agent Commission  ("DWAC") system.  The time periods for delivery and
penalties  described in the immediately  preceding  paragraph shall apply to the
electronic transmittals described herein.

                       (c) NO FRACTIONAL  SHARES.  If any conversion of Series Q
Preferred Stock would result in a fractional  share of Common Stock or the right
to acquire a fractional  share of Common Stock,  such fractional  share shall be
disregarded and the number of shares of Common Stock issuable upon Conversion of
the Series Q Preferred Stock shall be the next higher number of shares.

                       (d) CONVERSION  DATE. The "CONVERSION  DATE" shall be the
date  specified  in the  Notice  of  Conversion,  provided  that the  Notice  of
Conversion  is  submitted  by  facsimile  (or by other  means  resulting  in, or
reasonably  expected to result in, notice) to the Corporation  before  Midnight,
New York City time, on the date so  specified,  otherwise  the  Conversion  Date
shall be the first  business day after the date so specified on which the Notice
of Conversion  is actually  received by the  Corporation.  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  securities as
of the  Conversion  Date and all rights  with  respect to the shares of Series Q
Preferred  Stock  surrendered  shall  forthwith  terminate  except  the right to
receive the shares of Common Stock or other  securities or property  issuable on
such conversion and except that the holders  preferential  rights as a holder of
Series Q Preferred  Stock shall survive to the extent the  Corporation  fails to
deliver such securities.

                  E. RESERVATION OF SHARES. A number of shares of the authorized
but unissued Common Stock sufficient to provide for the conversion of the Series
Q Preferred Stock outstanding  (based on the lesser of the then current Variable
Conversion  Price  and  the  Fixed  Conversion  Price  in  effect  from  time to
time)shall  at all times be reserved by the  Corporation,  free from  preemptive
rights,  for such  conversion  or  exercise.  As of the date of  issuance of the
Series Q Preferred  Stock,  4,000,000  authorized and unissued  shares of Common
Stock have been duly  reserved  for  issuance  upon  conversion  of the Series Q
Preferred Stock (the "RESERVED AMOUNT").  The Reserved Amount shall be increased
from time to time in accordance with the Corporation's  obligations  pursuant to
Section 4(h) of the Purchase  Agreement.  In addition,  if the Corporation shall
issue any  securities  or make any change in its capital  structure  which would
change the number of shares of Common  Stock into which each share of the Series
Q Preferred Stock shall be convertible,  the Corporation  shall at the same time
also make proper provision so that thereafter there shall be a sufficient number
of shares of Common Stock authorized and reserved,  free from preemptive rights,
for conversion of the outstanding Series Q Preferred Stock.

                  If at any time a holder of shares of Series Q Preferred  Stock
submits a Notice of Conversion,  and the  Corporation  does not have  sufficient
authorized  but  unissued  shares  of Common  Stock  available  to  effect  such
conversion in accordance  with the  provisions of this Article VI (a "CONVERSION
DEFAULT"),  subject to Article XI, the Corporation shall issue to

<PAGE>

the holder all of the shares of Common Stock which are  available to effect such
conversion.  The number of shares of Series Q  Preferred  Stock  included in the
Notice of  Conversion  which exceeds the amount which is then  convertible  into
available  shares of Common Stock (the "EXCESS  AMOUNT") shall,  notwithstanding
anything to the contrary  contained herein, not be convertible into Common Stock
in  accordance  with the terms hereof  until (and at the holder's  option at any
time after) the date  additional  shares of Common Stock are  authorized  by the
Corporation to permit such  conversion,  at which time the  Conversion  Price in
respect  thereof  shall  be  the  lesser  of (i)  the  Conversion  Price  on the
Conversion  Default Date (as defined below) and (ii) the Conversion Price on the
Conversion Date elected by the holder in respect thereof.  The Corporation shall
use its best efforts to effect an increase in the authorized number of shares of
Common Stock as soon as possible  following  the earlier of (i) such time that a
holder  of  Series  Q  Preferred  Stock  notifies  the  Corporation  or that the
Corporation   otherwise   becomes  aware  that  there  are  or  likely  will  be
insufficient authorized and unissued shares to allow full conversion thereof and
(ii) a Conversion Default. In addition,  the Corporation shall pay to the holder
payments ("CONVERSION DEFAULT PAYMENTS ") for a Conversion Default in the amount
of (a) .24,  multiplied  by (b) the sum of the  Stated  Value  plus the  Premium
Amount per share of Series Q  Preferred  Stock held by such  holder  through the
Authorization Date (as defined below),  multiplied by (c) (N/365), where N = the
number of days from the day the  holder  submits a Notice of  Conversion  giving
rise to a Conversion  Default (the  "CONVERSION  DEFAULT DATE") to the date (the
"AUTHORIZATION  DATE") that the  Corporation  authorizes a sufficient  number of
shares of  Common  Stock to effect  conversion  of the full  number of shares of
Series Q Preferred Stock. The Corporation shall send notice to the holder of the
authorization of additional shares of Common Stock, the  Authorization  Date and
the  amount  of  holder's  accrued  Conversion  Default  Payments.  The  accrued
Conversion  Default  Payment  for each  calendar  month shall be paid in cash or
shall be convertible  into Common Stock at the applicable  Conversion  Price, at
the holder's option, as follows:

                       (a) In the event the holder  elects to take such  payment
in cash,  cash  payment  shall be made to  holder  by the fifth day of the month
following the month in which it has accrued; and

                       (b) In the event the holder  elects to take such  payment
in Common Stock, the holder may convert such payment amount into Common Stock at
the Conversion  Price (as in effect at the time of conversion) at any time after
the fifth  day of the  month  following  the  month in which it has  accrued  in
accordance  with  the  terms  of this  Article  VI (so  long as  there is then a
sufficient number of authorized shares of Common Stock).

                  The  holder's  election  shall  be  made  in  writing  to  the
Corporation  at any time prior to 9:00 p.m,  New York City Time,  on or prior to
the third (3rd) day of the month following the month in which Conversion Default
payments  have  accrued.  If no election is made,  the holder shall be deemed to
have elected to receive cash.  Nothing  herein shall limit the holder's right to
pursue  actual  damages  (to the  extent  in excess  of the  Conversion  Default
Payments)  for the  Corporation's  failure to  maintain a  sufficient  number of
authorized  shares of Common  Stock,  and each  holder  shall  have the right to
pursue  all  remedies  available  at law or in  equity  (including  a decree  of
specific performance and/or injunctive relief).

                  F. NOTICE OF CONVERSION PRICE ADJUSTMENTS. Upon the occurrence
of each  adjustment or  readjustment  of the  Conversion  Price pursuant to this
Article  VI, the  Corporation,  at its  expense,  shall  promptly  compute  such
adjustment or  readjustment  in accordance with the

<PAGE>

terms hereof and prepare and furnish to each holder of Series Q Preferred  Stock
a certificate  setting  forth such  adjustment  or  readjustment  and showing in
detail the facts  upon  which such  adjustment  or  readjustment  is based.  The
Corporation  shall, upon the written request at any time of any holder of Series
Q  Preferred  Stock,  furnish  or cause to be  furnished  to such  holder a like
certificate  setting  forth  (i)  such  adjustment  or  readjustment,  (ii)  the
Conversion  Price at the time in effect and (iii) the number of shares of Common
Stock and the amount,  if any, of other securities or property which at the time
would be received upon conversion of a share of Series Q Preferred Stock.

                  G.  STATUS AS  STOCKHOLDERS.  Upon  submission  of a Notice of
Conversion  by a holder of Series Q  Preferred  Stock,  (i) the  shares  covered
thereby  (other than the shares,  if any,  which cannot be issued  because their
issuance would exceed such holder's  allocated portion of the Reserved Amount or
Maximum Share Amount) shall be deemed  converted into shares of Common Stock and
(ii) the  holder's  rights  as a holder  of such  converted  shares  of Series Q
Preferred  Stock shall cease and terminate,  excepting only the right to receive
certificates for such shares of Common Stock and to any remedies provided herein
or otherwise  available at law or in equity to such holder  because of a failure
by the Corporation to comply with the terms of this  Certificate of Designation.
Notwithstanding the foregoing, if a holder has not received certificates for all
shares  of  Common  Stock  prior to the  tenth  (10th)  business  day  after the
expiration  of the Delivery  Period with  respect to a  conversion  of shares of
Series Q Preferred  Stock for any  reason,  then  (unless  the holder  otherwise
elects to retain  its  status as a holder of Common  Stock by so  notifying  the
Corporation)  the holder  shall  regain the rights of a holder of such shares of
Series Q Preferred  Stock with  respect to such  unconverted  shares of Series Q
Preferred Stock and the Corporation  shall, as soon as practicable,  return such
unconverted  shares of Series Q Preferred Stock to the holder or, if such shares
of Series Q  Preferred  Stock have not been  surrendered,  adjust its records to
reflect that such shares of Series Q Preferred Stock have not been converted. In
all cases,  the holder shall  retain all of its rights and remedies  (including,
without limitation,  (i) the right to receive Delivery Default Payments pursuant
to Article VI.E to the extent required thereby for such Delivery Default and any
subsequent Delivery Default and (ii) the right to have the Conversion Price with
respect to subsequent  conversions  determined in accordance with Article VI.E.)
for the Corporation's failure to convert the Series Q Preferred Stock.

                            VII. AUTOMATIC CONVERSION

                  Subject to the  limitations on conversion set forth in Article
VI.A(d) and subject to the provisions of Article  VI.A(c) and so long as (i) all
of the shares of Common Stock issuable upon conversion of all outstanding shares
of Series Q Preferred  Stock are then (x)  authorized and reserved for issuance,
(y)  registered  for  re-sale  under the 1933 Act by the holders of the Series Q
Preferred Stock (or may otherwise be resold publicly  without  restriction)  and
(z) eligible to be traded on Nasdaq,  the NYSE, the AMEX or Nasdaq  SmallCap and
(ii)  there is not then a  continuing  Mandatory  Redemption  Event,  Cap Amount
Redemption  Event or Trading  Market  Redemption  Event,  each share of Series Q
Preferred  Stock  issued  and  outstanding  on March 15,  2003  (the  "AUTOMATIC
CONVERSION DATE"),  automatically shall be converted into shares of Common Stock
on such date at the then  effective  Conversion  Price in accordance  with,  and
subject to, the  provisions of Article VI hereof (the  "AUTOMATIC  CONVERSION").
The Automatic  Conversion  Date shall be delayed by one (1) Trading Day for each
Trading Day  occurring  prior  thereto and prior to the full  conversion  of the
Series Q  Preferred  Stock that (i) any  Registration  Statement  required to be
filed and to be effective  pursuant to the Registration  Rights Agreement

<PAGE>

is not effective or sales of all of the Registrable  Securities otherwise cannot
be  made  thereunder   during  the  Registration   Period  (as  defined  in  the
Registration Rights Agreement)  (whether by reason of the Corporation's  failure
to properly  supplement or amend the prospectus  included  therein in accordance
with the terms of the  Registration  Rights  Agreement or  otherwise,  including
during any Allowed Delays (as defined in Section 3(f) of the Registration Rights
Agreement)), (ii) any Mandatory Redemption Event, Cap Amount Redemption Event or
Trading  Market  Redemption  Event  exists,  without  regard to whether any cure
periods shall have run or (iii) that the  Corporation is in breach of any of its
obligations  pursuant to Section 4(h) of the Purchase  Agreement.  The Automatic
Conversion  Date shall be the Conversion  Date for purposes of  determining  the
Conversion Price and the time within which certificates  representing the Common
Stock must be delivered to the holder.

                       VIII. CONVERSION BY THE CORPORATION

                  Subject to the  limitations on conversion set forth in Article
VI.A(d) and so long as for at all times during the period  beginning thirty (30)
Trading Days prior to the Forced Conversion  Trigger Date (as defined below) and
ending on the  Corporation  Conversion  Date (as  defined  below) (i) all of the
shares of Common Stock  issuable upon  conversion of all  outstanding  shares of
Series Q Preferred Stock are then (x) authorized and reserved for issuance,  (y)
registered  for  re-sale  under  the 1933  Act by the  holders  of the  Series Q
Preferred Stock (or may otherwise be resold publicly  without  restriction)  and
(z) eligible to be traded on Nasdaq,  the NYSE, the AMEX or Nasdaq  SmallCap and
(ii)  there is not then a  continuing  Mandatory  Redemption  Event,  Cap Amount
Redemption Event or Trading Market Redemption Event, then, at any time after the
earlier of (A) the twelve (12) month  anniversary  of the date the  Registration
Statement  required  to be filed  pursuant to Section  2(a) of the  Registration
Rights Agreement is declared effective by the SEC (subject to extension for each
Trading  Day  following  effectiveness  that  sales  of all  of the  Registrable
Securities  (as defined in the  Registration  Rights  Agreement)  cannot be made
pursuant  to the  Registration  Statement  (whether  by reason of the  Company's
failure to  properly  supplement  or amend the  prospectus  included  therein in
accordance  with the  terms of the  Registration  Rights  Agreement,  during  an
Allowed Delay or otherwise)),  and (B) provided that the Registration  Statement
has been  effective and sales of all of the  Registrable  Securities can be made
thereunder for at least  forty-five  (45) days, the  consummation of a Qualified
Public Offering (as defined below),  the Corporation shall have the right on any
Trading Day (a "FORCED  CONVERSION  TRIGGER DATE") on which, and for a period of
twenty (20) consecutive Trading Days prior thereto, the Closing Bid Price of the
Common  Stock is greater  than 200% of the Fixed  Conversion  Price  (subject to
adjustment  for stock  splits,  stock  dividends and similar  transactions),  to
deliver written notice (the "CORPORATION  CONVERSION  NOTICE") to the holders of
the Series Q Preferred Stock (which notice may not be sent to the holders of the
Series Q Preferred  Stock (a) until the  Corporation is permitted to convert the
Series Q Preferred Stock pursuant to this Article VIII and (b) during any period
of time in which  the  Corporation  is in  possession  of any  information,  the
disclosure of which would reasonably be expected to cause a material increase in
the Trade Price of the  Corporation's  Common Stock,  unless such information is
publicly  disclosed  at least five (5)  Trading  Days  prior to the  Corporation
Conversion  Date (as  defined  below)) of its  intention  to convert  all of the
outstanding  shares of Series Q Preferred  Stock into shares of Common  Stock in
accordance  with Article VI and this Article  VIII;  provided,  however,  that a
Corporation  Conversion  (as defined below) shall not be permitted if during the
period beginning on the date the Corporation  Conversion  Notice is delivered to
the holders of the Series Q Preferred  Stock and ending on the Trading Day prior
to the  Corporation  Conversion Date the average Closing Bid Price of the Common
Stock during

<PAGE>

such period is not greater than 200% of the Fixed  Conversion  Price (subject to
adjustment  for stock splits,  stock  dividends and similar  transactions).  Any
conversion  hereunder (a "CORPORATION  CONVERSION") shall be as of the date (the
"CORPORATION  CONVERSION  DATE") specified in the Corporation  Conversion Notice
(but in no event prior to the  fifteenth  (15) Trading Day following the date of
such  notice),  which  notice must be given  within five (5) Trading Days of the
Forced  Conversion  Trigger Date.  The  Corporation  Conversion  Notice shall be
delivered  to the  holders  of  Series Q  Preferred  Stock  at their  registered
addresses appearing on the books and records of the Corporation. The Corporation
Conversion Date shall be the  "Conversion  Date" for purposes of determining the
Conversion Price and the time within which certificates  representing the Common
Stock  must  be  delivered  to  the  holder  upon  a   Corporation   Conversion.
Notwithstanding  notice of a  Corporation  conversion,  the holders shall at all
times prior to the Corporation Conversion Date maintain the right to convert all
or any  shares  of Series Q  Preferred  Stock in  accordance  with  Article  VI.
"QUALIFIED  PUBLIC  OFFERING"  means  a  firm  commitment   underwritten  public
offering, managed by an underwriter of nationally recognized standing, resulting
in gross proceeds to the Corporation of at least $45,000,000.

                                IX. VOTING RIGHTS

                  The  holders  of the Series Q  Preferred  Stock have no voting
power  whatsoever,   except  as  otherwise  provided  by  the  Delaware  General
Corporation Law ("DGCL"), in this Article IX, and in Article X below.

                  Notwithstanding  the above, the Corporation shall provide each
holder of Series Q Preferred Stock with prior notification of any meeting of the
shareholders  (and  copies  of proxy  materials  and other  information  sent to
shareholders).  In the event of any taking by the Corporation of a record of its
shareholders  for the purpose of  determining  shareholders  who are entitled to
receive  payment of any dividend or other  distribution,  any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation or
recapitalization) any share of any class or any other securities or property, or
to receive any other right, or for the purpose of determining  shareholders  who
are entitled to vote in connection  with any proposed sale,  lease or conveyance
of all or substantially  all of the assets of the  Corporation,  or any proposed
liquidation, dissolution or winding up of the Corporation, the Corporation shall
mail a notice to each  holder,  at least ten (10) days prior to the record  date
specified  therein  (or  thirty  (30)  days  prior  to the  consummation  of the
transaction  or  event,  whichever  is  earlier),  of the date on which any such
record is to be taken for the purpose of such dividend,  distribution,  right or
other event,  and a brief  statement  regarding the amount and character of such
dividend, distribution, right or other event to the extent known at such time.

                  To the extent  that under the DGCL the vote of the  holders of
the  Series  Q  Preferred  Stock,  voting  separately  as a class or  series  as
applicable,  is required to  authorize a given  action of the  Corporation,  the
affirmative  vote or consent of the holders of at least a majority of the shares
of the Series Q Preferred  Stock  represented  at a duly held meeting at which a
quorum is present or by written  consent of a majority of the shares of Series Q
Preferred  Stock  (except as  otherwise  may be  required  under the DGCL) shall
constitute  the  approval of such action by the class.  To the extent that under
the DGCL  holders  of the Series Q  Preferred  Stock are  entitled  to vote on a
matter with holders of Common Stock, voting together as one class, each share of
Series Q  Preferred  Stock  shall be  entitled to a number of votes equal to the
number of shares of Common  Stock  into which it is then  convertible  using the
record date for the taking of such vote of  shareholders as the date as of which
the  Conversion  Price is  calculated.

<PAGE>

Holders of the  Series Q  Preferred  Stock  shall be  entitled  to notice of all
shareholder  meetings or written  consents  (and copies of proxy  materials  and
other  information  sent to  shareholders)  with  respect to which they would be
entitled to vote, which notice would be provided  pursuant to the  Corporation's
bylaws and the DGCL.

                            X. PROTECTIVE PROVISIONS

                  So long as shares of Series Q Preferred Stock are outstanding,
the  Corporation  shall not,  without  first  obtaining the approval (by vote or
written consent,  as provided by the DGCL) of the holders of at least a majority
of the then outstanding shares of Series Q Preferred Stock:

                       (a)   alter,   amend  or  repeal   (whether   by  merger,
consolidation or otherwise) the rights,  preferences or privileges of the Series
Q  Preferred  Stock or any  capital  stock of the  Corporation  so as to  affect
adversely the Series Q Preferred Stock;

                       (b)  create  any new  class or series  of  capital  stock
having a  preference  over the Series Q Preferred  Stock as to  distribution  of
assets  upon  liquidation,  dissolution  or  winding up of the  Corporation  (as
previously defined in Article II hereof,  "SENIOR  SECURITIES");

                       (c)  create  any new  class or series  of  capital  stock
ranking pari ---- passu with the Series Q Preferred  Stock as to distribution of
assets  upon  liquidation,  dissolution  or  winding up of the  Corporation  (as
previously defined in Article II hereof, "PARI PASSU SECURITIES");

                       (d) increase the authorized  number of shares of Series Q
Preferred Stock;

                       (e) issue any shares of Series Q  Preferred  Stock  other
than pursuant to the Purchase Agreement;

                       (f) issue any Senior Securities or Pari Passu Securities,
except pursuant to the terms of any Senior  Securities or Pari Passu  Securities
outstanding on the Issue Date;

                       (g) increase the par value of the Common Stock, or

                       (h) do any act or thing not authorized or contemplated by
this Certificate of Designation which would result in taxation of the holders of
shares of the Series Q Preferred Stock under Section 305 of the Internal Revenue
Code of 1986, as amended (or any  comparable  provision of the Internal  Revenue
Code as hereafter from time to time amended).

                  In the  event  holders  of at  least a  majority  of the  then
outstanding shares of Series Q Preferred Stock agree to allow the Corporation to
alter or change the rights,  preferences or privileges of the shares of Series Q
Preferred Stock,  pursuant to subsection (a) above, so as to affect the Series Q
Preferred  Stock,  then the  Corporation  will deliver  notice of such  approved
change to the holders of the Series Q Preferred Stock that did not agree to such
alteration or change (the  "DISSENTING  HOLDERS") and  Dissenting  Holders shall
have the right for a period of thirty (30) days to convert pursuant to the terms
of this  Certificate of  Designation  as they exist prior to such  alteration or
change or continue to hold their shares of Series Q Preferred Stock.
<PAGE>

                            XI. PRO RATA ALLOCATIONS

                  The Maximum Share Amount  (including  any  increases  thereto)
shall be  allocated  by the  Corporation  pro rata among the holders of Series P
Preferred  Stock,  Series Q Preferred  Stock and Warrants based on the number of
shares of Series P Preferred  Stock and Series Q Preferred  Stock and the number
of Warrants  issued to each holder.  Each  increase to the Maximum  Share Amount
shall be  allocated  pro rata  among the  holders of Series P  Preferred  Stock,
Series Q Preferred  Stock and Warrants based on the number of shares of Series P
Preferred  Stock and Series Q Preferred Stock and the number of Warrants held by
each  holder at the time of the  increase in the Maximum  Share  Amount.  In the
event a holder shall sell or otherwise  transfer any of such holder's  shares of
Series P Preferred Stock, Series Q Preferred Stock or Warrants,  each transferee
shall be allocated a pro rata portion of such transferor's Maximum Share Amount.
Any portion of the Maximum Share Amount which remains allocated to any person or
entity  which does not hold any Series P  Preferred  Stock,  Series Q  Preferred
Stock or  Warrants  shall be  allocated  to the  remaining  holders of shares of
Series P Preferred Stock and Series Q Preferred Stock and of Warrants,  pro rata
based on the number of shares of Series P Preferred Stock and Series Q Preferred
Stock and the number of Warrants  then held by such  holders.  In the event that
the Corporation has obtained the Non-Integration Letter, the holders of Series P
Preferred Stock shall be excluded from the allocations pursuant hereto.

                  The Reserved Amount (including any increases thereto) shall be
allocated  by the  Corporation  pro rata among the holders of Series Q Preferred
Stock based on the number of shares of Series Q Preferred  Stock  issued to each
holder.  Each increase to the Reserved  Amount shall be allocated pro rata among
the holders of Series Q Preferred  Stock based on the number of shares of Series
Q  Preferred  Stock  held by each  holder  at the  time of the  increase  in the
Reserved Amount.  In the event a holder shall sell or otherwise  transfer any of
such  holder's  shares of Series Q Preferred  Stock,  each  transferee  shall be
allocated a pro rata portion of such transferor's  Reserved Amount.  Any portion
of the  Reserved  Amount which  remains  allocated to any person or entity which
does not hold any Series Q Preferred  Stock shall be allocated to the  remaining
holders of shares of Series Q Preferred  Stock,  pro rata based on the number of
shares of Series Q Preferred Stock then held by such holders.





                          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


                  IN  WITNESS  WHEREOF,   this  Certificate  of  Designation  is
executed on behalf of the Corporation this 15th day of March, 2000.

                                        EGLOBE, INC.


                                        By:____________________________________
                                                 Christopher J. Vizas
                                                 Chairman of the Board and
                                                 Chief Executive Officer


<PAGE>


                                                                       EXHIBIT A

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                in order to Convert the Series Q Preferred Stock)

                  The undersigned  hereby  irrevocably  elects to convert ______
shares of Series Q Preferred  Stock,  represented  by stock  certificate  No(s).
__________  (the  "PREFERRED  STOCK  CERTIFICATES")  into shares of common stock
("COMMON STOCK") of eGlobe,  Inc., a Delaware  corporation  (the  "CORPORATION")
according  to the  conditions  of the  Certificate  of  Designation  of Series Q
Preferred Stock, as of the date written below. If securities are permitted to be
issued in the name of a person other than the undersigned,  the undersigned will
pay all transfer taxes payable with respect  thereto and is delivering  herewith
such certificates. No fee will be charged to the undersigned for any conversion,
except for transfer taxes,  if any. A copy of each Preferred  Stock  Certificate
(or evidence of loss, theft or destruction thereof) is attached hereto.

                  The   undersigned   hereby   irrevocably   elects  to  convert
$___________ in Conversion  Default  Payments,  $__________ in Delivery  Default
Payments  and/or  $___________  in  payments  pursuant  to  Section  2(c) of the
Registration  Rights  Agreement  at the  Applicable  Conversion  Price set forth
below.

                  The Corporation shall electronically transmit the Common Stock
issuable pursuant to this Notice of Conversion to the account of the undersigned
or its nominee with DTC through its Deposit  Withdrawal Agent Commission  system
("DWAC TRANSFER").

                  Name of DTC Prime Broker:

                  Account
                  Number:

                  In lieu of receiving shares of Common Stock issuable  pursuant
                  to this Notice of  Conversion by way of a DWAC  Transfer,  the
                  undersigned   hereby   requests,   if   permitted,   that  the
                  Corporation issue a certificate or certificates for the number
                  of shares of Common Stock set forth above  (which  numbers are
                  based on the calculation of the undersigned  attached  hereto)
                  in the name(s)  specified  immediately below or, if additional
                  space is necessary, on an attachment hereto:

                  Name:             ___________________________
                  Address: ___________________________



                  The  undersigned  represents  and warrants that all offers and
sales by the  undersigned of the  securities  issuable to the  undersigned  upon
conversion  of  the  Series  Q  Preferred   Stock  shall  be  made  pursuant  to
registration of the securities under the Securities Act of 1933, as amended (the
"ACT"), or pursuant to an exemption from registration under the Act.

                           Date             of              Conversion:

                           Market              Price              Days:

<PAGE>

                           Applicable         Conversion         Price:

                           Number of Shares of
                           Common Stock to be Issued pursuant to:
                           (i) Conversion of Series Q Preferred Stock:


                      (ii) Conversion of Conversion Default
                           Payments, Delivery Default Payments and/or
                           payments  pursuant  to  Section  2(c) of the
                           Registration Rights Agreement:


                           Signature:

                           Name:

                           Address:




*The  Corporation  is not  required  to issue  shares of Common  Stock until the
original Series Q Preferred Stock  Certificate(s) (or evidence of loss, theft or
destruction  thereof) to be  converted  are received by the  Corporation  or its
Transfer Agent.  The Corporation  shall issue and deliver shares of Common Stock
to the  converting  holder not later than three (3) business  days (subject to a
two (2) business day grace period) following  receipt of the original  Preferred
Stock  Certificate(s)  to be converted,  and shall make payments pursuant to the
Certificate  of  Designation  for the number of business  days such issuance and
delivery is late.