EXHIBIT 3.1 TO FORM 10-Q

             Certificate of Incorporation of the Company, as Amended

<PAGE>
                          CERTIFICATE OF INCORPORATION

                                       OF

                              SHEFFIELD MERGER CO.

                  The  undersigned,   a  natural  person,  for  the  purpose  of
organizing a corporation  for conducting the business and promoting the purposes
hereinafter  stated,  under the provisions of subject to the requirements of the
laws of the State of Delaware  (particularly  Chapter 1, Title 8 of the Delaware
Code and the acts  amendatory  thereof  and  supplemental  thereto,  and  known,
identified  and  referred  to as the  "General  Corporation  Law of the State of
Delaware"), hereby certifies that:

                  FIRST:  The  name of the  corporation  (hereinafter  sometimes
called the "Corporation") is Sheffield Merger Co.

                  SECOND: The address, including street, number, city and county
of the  registered  office of the  Corporation  in the State of  Delaware  is 32
Loockerman  Square,  Suite L-100,  City of Dover 19901,  County of Kent; and the
name of the registered agent of the Corporation in the State of Delaware at such
address is The Prentice-Hall Corporation System, Inc.

                  THIRD:  The  purpose  of the  Corporation  is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                  FOURTH:  The  total  number  of  shares  of  stock  which  the
Corporation shall have the authority to issue is (i) 15,000,000 shares of Common
Stock,  $.01 par value ("Common  Stock") and (ii) 1,000,000  shares of Preferred
Stock, $.01 par value ("Preferred Stock").

                  A.       COMMON STOCK.

                           1.  GENERAL.  The voting,  dividend  and  liquidation
rights of the holders of Common Stock are subject to and qualified by the rights
of the holders of the Preferred  Stock of any series as may be designated by the
Board of Directors upon any issuance of the Preferred Stock of any series.

                           2.  VOTING.  The holders of Common Stock are entitled
to one vote for each share held at all  meetings of  stockholders  (and  written
actions in lieu of meetings). There shall be no cumulative voting.

                           3.  DIVIDENDS.  Dividends may be declared and paid on
the Common Stock from funds lawfully  available  therefor as and when determined
by the Board of Directors and subject to any

<PAGE>
preferential dividend rights of any then outstanding Preferred Stock.

                           4.  LIQUIDATION.  Upon the dissolution or liquidation
of the Corporation,  whether  voluntary or involuntary,  holders of Common Stock
will be  entitled  to  receive  all  assets  of the  Corporation  available  for
distribution to its  stockholders  after payment of creditors and subject to any
preferential  and/or  participating  rights  of any then  outstanding  Preferred
Stock.

                  B.       PREFERRED STOCK.

                           Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred  Stock in one or more series,
and in  connection  with the  creation  of any such  series,  by  resolution  or
resolutions  providing for the issue of the shares thereof, to determine and fix
such voting powers, full or limited, or no voting powers, and such designations,
preferences  and relative,  participating,  optional or other special rights and
qualifications,   limitations  or  restrictions   thereof,   including   without
limitation thereof,  dividend rights,  conversion rights,  redemption privileges
and  liquidation  preferences,   as  shall  be  stated  and  expressed  in  such
resolutions,  all to the full extent not or  hereafter  permitted by the General
Corporation Law of Delaware.  Without  limiting the generality of the foregoing,
the  resolutions  providing  for issuance of any series of  Preferred  Stock may
provide  that such series  shall be  superior  or rank  equally or junior to the
Preferred  Stock of any other series to the extent  permitted by law.  Except as
expressly  provided  elsewhere in this Article FOURTH, no vote of the holders of
the  Preferred  Stock or Common Stock shall be required in  connection  with the
designation  or the issuance of any shares of any series of any Preferred  Stock
authorized by and complying with the conditions  herein,  the right to have such
being vote  being  expressly  waived by all  present  and future  holders of the
capital stock of the Corporation.


                  FIFTH: The name and the mailing address of the incorporator is
as follows:

                           Gary Weston
                           Olshan Grundman Frome & Rosenzweig
                           505 Park Avenue
                           New York, New York 10022

                  SIXTH:  The Corporation is to have perpetual existence.

                  SEVENTH:  Whenever a  compromise  or  arrangement  is proposed
between the  Corporation  and its creditors or any class of them and/or  between
the  Corporation  and its  stockholders  or any  class  of  them,  any  court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the

                                       -2-
<PAGE>
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers  appointed for the Corporation under the provisions of
ss.291 of Title 8 of the  Delaware  Code or on the  application  of  trustees in
dissolution or of any receiver or receivers  appointed for the Corporation under
the  provisions of ss.279 of Title 8 of the Delaware Code order a meeting of the
creditors  or  class  of  creditors,   and/or  the   stockholders  or  class  of
stockholders  of the  Corporation,  as the case may be, to be  summoned  in such
manner as the said court  directs.  If a majority in number  representing  three
fourths  in  value  of the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders  of the  Corporation,  as the case may be,
agree  to  any  compromise  or  arrangement  and to  any  reorganization  of the
Corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  Corporation,  as  the  case  may  be,  and  also  on the
Corporation.

                  EIGHTH: For the management of the business and for the conduct
of the affairs of the  Corporation,  and in further  definition,  limitation and
regulation  of the  powers  of the  Corporation  and of its  directors  and  its
stockholders or any class thereof, as the case may be, it is further provided:

                           1. The  management of the business and the conduct of
                           the affairs of the Corporation shall be vested in its
                           Board of  Directors.  The number of  directors  which
                           shall  constitute the whole Board of Directors  shall
                           be  fixed  by,  or in the  manner  provided  in,  the
                           By-Laws.  The  phrase  "whole  Board"  and the phrase
                           "total number of  directors"  shall be deemed to have
                           the  same  meaning,  to  wit,  the  total  number  of
                           directors which the  Corporation  would have if there
                           were no vacancies.  No election of directors  need be
                           by written ballot.

                           2.  After  the  original  or  other  By-laws  of  the
                           Corporation have been adopted,  amended, or repealed,
                           as the case may be, in accordance with the provisions
                           of ss.109 of the General Corporation Law of the State
                           of Delaware,  and, after the Corporation has received
                           any payment for any of its stock, the power to adopt,
                           amend,  or repeal the By-laws of the  Corporation may
                           be  exercised  by  the  Board  of  Directors  of  the
                           Corporation;  provided,  however,  that any provision
                           for   the   classification   of   directors   of  the
                           Corporation  for  staggered  terms  pursuant  to  the
                           provisions of subsection (d) of ss.141 of the General
                           Corporation Law of the State of Delaware shall be set
                           forth in an initial By-law or

                                       -3-
<PAGE>
                           in a By-law adopted by the  stockholders  entitled to
                           vote of the  Corporation  unless  provisions for such
                           classification shall be set forth in this Certificate
                           of Incorporation.

                           3.  Whenever the  Corporation  shall be authorized to
                           issue only one class of stock, each outstanding share
                           shall  entitle  the holder  thereof to notice of, and
                           the right to vote at, any  meeting  of  stockholders.
                           Whenever the Corporation shall be authorized to issue
                           more than one class of stock, no outstanding share of
                           any class of stock which is denied voting power under
                           the provisions of the  Certificate  of  Incorporation
                           shall entitle the holder thereof to the right to vote
                           at  any  meeting  of   stockholders   except  as  the
                           provisions  of  paragraph  (2) of  subsection  (b) of
                           ss.242 of the General Corporation Law of the State of
                           Delaware shall otherwise require;  provided,  that no
                           share of any such  class  which is  otherwise  denied
                           voting power shall entitle the holder thereof to vote
                           upon  the  increase  or  decrease  in the  number  of
                           authorized shares of said class.

                  NINTH:  The  personal   liability  of  the  directors  of  the
Corporation is hereby  eliminated to the fullest  extent  permitted by paragraph
(7) of subsection (b) of ss.102 of the General  Corporation  Law of the State of
Delaware, as same may be amended and supplemented.

                  TENTH: The Corporation  shall, to the fullest extent permitted
by ss.145 of the General  Corporation Law of the State of Delaware,  as the same
may be amended and  supplemented,  indemnify  any and all persons  whom it shall
have power to  indemnify  under said section from and against any and all of the
expenses,  liabilities  or  other  matters  referred  to in or  covered  by said
section,  and the  indemnification  provided  for  herein  shall  not be  deemed
exclusive of any other rights to which those  indemnified  may be entitled under
any By-Law,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                  ELEVENTH:  From  time to time  any of the  provisions  of this
Certificate  of  Incorporation  may be amended,  altered or repealed,  and other
provisions  authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the

                                       -4-
<PAGE>
manner  and at the time  prescribed  by said  laws,  and all  rights at any time
conferred  upon the  stockholders  of the  Corporation  by this  Certificate  of
Incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on September 20, 1993

                                        /S/ GARY WESTON
                                        Gary Weston, Incorporator


                                       -5-
<PAGE>
                            Certificate of Amendment

                                       of

                          Certificate of Incorporation

                                       of

                              SHEFFIELD MERGER CO.

                Under Section 242 of the General Corporation Law




         It is hereby certified that:

         1.  The  name  of  the   corporation  is  Sheffield   Merger  Co.  (the
"Corporation").


         2. The  certificate  of  incorporation  of the  Corporation  is  hereby
amended by striking out Article  FOURTH thereof and by  substituting  in lieu of
said Article the following new Article FOURTH:

                  "FOURTH:  The  total  number  of  shares  of stock  which  the
                  Corporation  shall have the  authority  to issue is (i) twenty
                  million  (20,000,000)  shares of Common Stock,  $.01 par value
                  ("Common Stock") and (ii) 3,000,000 shares of Preferred Stock,
                  $.01 par value ("Preferred Stock").

         COMMON STOCK.

                  GENERAL.  The voting,  dividend and liquidation  rights of the
holders  of Common  Stock are  subject  to and  qualified  by the  rights of the
holders of the  Preferred  Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock of any series.

                  VOTING.  The holders of Common  Stock are entitled to one vote
for each share held at all meetings of stockholders (and written actions in lieu
of meetings). There shall be no cumulative voting.

                  DIVIDENDS.  Dividends  may be declared  and paid on the Common
Stock from funds lawfully available therefor as and when determined by the Board
of  Directors  and  subject  to any  preferential  dividend  rights  of any then
outstanding Preferred Stock.

                  LIQUIDATION.  Upon  the  dissolution  or  liquidation  of  the
Corporation,  whether voluntary or involuntary,  holders of Common Stock will be
entitled to receive all assets of the Corporation

<PAGE>
available for  distribution to its  stockholders  after payment of creditors and
subject  to any  preferential  and/or  participating  rights of any  outstanding
Preferred Stock.

         PREFERRED STOCK.

         Authority is hereby  expressly  granted to the Board of Directors  from
time to  time to  issue  the  Preferred  Stock  in one or  more  series,  and in
connection  with the creation of any such series,  by resolution or  resolutions
providing for the issue of the shares thereof,  to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating,  option or other special rights and qualifications,
limitations or  restrictions  thereof,  including  without  limitation  thereof,
dividend  rights,  conversion  rights,  redemption  privileges  and  liquidation
preferences,  as shall be stated and expressed in such  resolutions,  all to the
full  extent  now or  hereafter  permitted  by the  General  Corporation  Law of
Delaware.  Without  limiting the  generality of the foregoing,  the  resolutions
providing  for issuance of any series of  Preferred  Stock may provide that such
series shall be superior or rank equally or junior to the Preferred Stock of any
other  series to the  extent  permitted  by law.  Except as  expressly  provided
elsewhere in this Article  FOURTH no vote of the holders of the Preferred  Stock
or Common  Stock shall be required in  connection  with the  designation  or the
issuance of any shares of any series of any  Preferred  Stock  authorized by and
complying  with the  conditions  herein,  the  right  to have  such  vote  being
expressly  waived by all present and future  holders of the capital stock of the
Corporation."

         3. The amendment of the certificate of  incorporation  herein certified
has been duly adopted in accordance  with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.


Signed on January 25, 1995.         SHEFFIELD MERGER CO.


                                    By: /S/ DOUGLAS R. EGER
                                    Douglas R. Eger, Chairman

Attest:

/S/ HARVEY L. KELLMAN
Harvey L. Kellman, Secretary


                                       -2-
<PAGE>
                              CERTIFICATE OF MERGER

                                       OF

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.

                                      INTO

                              SHEFFIELD MERGER CO.


                            (Under Section 252 of the
                General Corporation Law of the State of Delaware)

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

                  Sheffield Merger Co., a Delaware corporation, hereby certifies
as follows:

                  FIRST:  The name and  state  of  incorporation  of each of the
constituent corporations of the merger is as follows:

                  NAME                  STATE OF INCORPORATION

Sheffield Medical Technologies Inc.           Wyoming
Sheffield Merger Co.                          Delaware

                  SECOND:  An  Agreement of Merger has been  approved,  adopted,
certified,  executed and acknowledged by each of the constituent corporations in
accordance  with Section 252(c) of the General  Corporation  Law of the State of
Delaware.

                  THIRD:            The name of the surviving corporation (the
"Surviving Corporation") is Sheffield Merger Co.

                  FOURTH:           The Certificate of Incorporation of the
Surviving Corporation is hereby amended by striking out Article
FIRST thereof and by substituting in lieu of said Article the
following new Article FIRST as follows:

                           FIRST:  The  name  of  the  corporation  (hereinafter
                  sometimes  called  the  "Corporation")  is  Sheffield  Medical
                  Technologies Inc.

                  FIFTH:  An executed copy of the Agreement of Merger is on file
at the  principal  place of business  of the  Surviving  Corporation,  666 Fifth
Avenue,  New York, New York 10103, and a copy of the Agreement of Merger will be
furnished by the  Surviving  Corporation,  on request and without  cost,  to any
stockholder of either of the constituent corporations.

                  SIXTH:  The  authorized  capital  stock of  Sheffield  Medical
Technologies  Inc.,  a Wyoming  corporation,  consists of  


<PAGE>
50,000,000  shares of common  stock,  no par  value,  and  10,000,000  shares of
preferred stock, no par value.

                  SEVENTH:         This Certificate of Merger shall be effective
upon filing with the Secretary of State of the State of Delaware.

                  IN WITNESS  WHEREOF,  Sheffield  Merger  Co.  has caused  this
Certificate  of Merger to be executed in its  corporate  name by its Chairman of
the Board and attested by its Secretary this 12th day of June, 1995.

                           SHEFFIELD MERGER CO.


                           By:  /S/ DOUGLAS R. EGER
                                    Douglas R. Eger
                                    Chairman of the Board

[SEAL]

Attest:


By:  /S/ KATHLEEN RAWLINSON
         Kathleen Rawlinson
         Secretary

                                       -2-
<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       of

                          CERTIFICATE OF INCORPORATION

                                       of

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.

                Under Section 242 of the General Corporation Law




         It is hereby certified that:

         1. The name of the corporation is Sheffield  Medical  Technologies Inc.
(the "Corporation").

         2. The  certificate  of  incorporation  of the  Corporation  is  hereby
amended to increase the authorized  shares of common stock of the Corporation by
striking out Article FOURTH thereof and by  substituting in lieu of said Article
FOURTH the following new Article FOURTH:

                  "FOURTH:  The  total  number  of  shares  of  stock  that  the
                  Corporation  shall have the  authority  to issue is (i) thirty
                  million  (30,000,000)  shares of Common Stock,  $.01 par value
                  ("Common Stock"), and (ii) three million (3,000,000) shares of
                  Preferred Stock, $.01 par value ("Preferred Stock").

         COMMON STOCK.

                  GENERAL.  The voting,  dividend and liquidation  rights of the
holders  of Common  Stock are  subject  to and  qualified  by the  rights of the
holders of the  Preferred  Stock of any series as may be designated by the Board
of Directors upon any issuance of the Preferred Stock of any series.

                  VOTING.  The holders of Common  Stock are entitled to one vote
for each share held at all meetings of stockholders (and written actions in lieu
of meetings). There shall be no cumulative voting.

                  DIVIDENDS.  Dividends  may be declared  and paid on the Common
Stock from funds lawfully available therefor as and when determined by the Board
of  Directors  and  subject  to any  preferential  dividend  rights  of any then
outstanding Preferred Stock.

                  LIQUIDATION.  Upon  the  dissolution  or  liquidation  of  the
Corporation,  whether voluntary or involuntary,  holders of Common Stock will be
entitled to receive all assets of the Corporation

<PAGE>
available for  distribution to its  stockholders  after payment of creditors and
subject  to any  preferential  and/or  participating  rights of any  outstanding
Preferred Stock.

         PREFERRED STOCK.

         Authority is hereby  expressly  granted to the Board of Directors  from
time to  time to  issue  the  Preferred  Stock  in one or  more  series,  and in
connection  with the creation of any such series,  by resolution or  resolutions
providing for the issue of the shares thereof,  to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating,  option or other special rights and qualifications,
limitations or  restrictions  thereof,  including  without  limitation  thereof,
dividend  rights,  conversion  rights,  redemption  privileges  and  liquidation
preferences,  as shall be stated and expressed in such  resolutions,  all to the
full  extent  now or  hereafter  permitted  by the  General  Corporation  Law of
Delaware.  Without  limiting the  generality of the foregoing,  the  resolutions
providing  for issuance of any series of  Preferred  Stock may provide that such
series shall be superior or rank equally or junior to the Preferred Stock of any
other  series to the  extent  permitted  by law.  Except as  expressly  provided
elsewhere in this Article  FOURTH no vote of the holders of the Preferred  Stock
or Common  Stock shall be required in  connection  with the  designation  or the
issuance of any shares of any series of any  Preferred  Stock  authorized by and
complying  with the  conditions  herein,  the  right  to have  such  vote  being
expressly  waived by all present and future  holders of the capital stock of the
Corporation."

         3. The amendment of the certificate of  incorporation  herein certified
has been duly adopted in accordance  with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.


Signed on February 5, 1997      SHEFFIELD MEDICAL TECHNOLOGIES INC.


                                By:  /S/ GEORGE LOMBARDI
                                   -----------------------------
                                         George Lombardi
                                         Vice President and Chief
                                                  Financial Officer

Attest:

/S/ JACQUELINE BOVA
-------------------
Jacqueline Bova
Assistant Secretary

                                       -2-
<PAGE>
                           CERTIFICATE OF DESIGNATION
                                       OF
                   SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE
                                 PREFERRED STOCK
                                       OF
                       SHEFFIELD MEDICAL TECHNOLOGIES INC.

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

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


                  Sheffield Medical  Technologies Inc., a corporation  organized
and existing  under the General  Corporation  Law of the State of Delaware  (the
"Corporation"),  hereby  certifies that the following  resolution was adopted by
the Board of Directors of the Corporation:

                  RESOLVED,  that pursuant to the authority expressly granted to
and  vested  in the  Board  of  Directors  of the  Corporation  (the  "Board  of
Directors")  by  the  provisions  of the  Certificate  of  Incorporation  of the
Corporation (the "Certificate of Incorporation"),  there hereby is created,  out
of the  3,000,000  shares of preferred  stock of the  Corporation  authorized in
Article FOURTH of the Certificate of Incorporation  (the "Preferred  Stock"),  a
series of Preferred Stock  consisting of 40,800 shares,  which series shall have
the following  powers,  designations,  preferences and relative,  participating,
optional or other rights,  and the  following  qualifications,  limitations  and
restrictions (in addition to the powers, designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions, set forth in the Certificate of Incorporation which are applicable
to the Preferred Stock).

                  Section 1.  DESIGNATION AND AMOUNT.  The shares of such series
shall be designated  as "Series A Cumulative  Convertible  Redeemable  Preferred
Stock" (the  "Series A Preferred  Stock")  and the  authorized  number of shares
constituting  such  series  shall  be  40,800.  The par  value  of the  Series A
Preferred Stock shall be
$.01 per share.

                  Section 2.                DIVIDENDS.

                  Subject to Section 4(d), the holders of shares of the Series A
Preferred  Stock will be entitled to  receive,  when,  as and if declared by the
Board of  Directors,  cumulative  stock  dividends on the shares of the Series A
Preferred Stock,  payable in shares of the Corporation's  common stock, $.01 par
value per share ("Common Stock"), at the rate per share of 7.0% per annum of the
original $100.00 purchase price per share of the Series A Preferred


<PAGE>
Stock,  and no more.  Such stock  dividends shall be cumulative from the date of
the initial  issuance of shares of Series A Preferred Stock (the "Closing Date")
or the most recent date on which the full amount of accrued stock dividends have
been  paid,  as the  case  may  be,  on the  Series  A  Preferred  Stock  by the
Corporation.  Subject to, and as provided in, Section 4, the  Corporation  shall
pay all  cumulative  stock  dividends on the shares of Series A Preferred  Stock
held by a holder on the  Conversion  Date (as defined  below) in respect of such
holder's  election to convert Series A Preferred  Stock. The number of shares of
Common Stock to be issued as cumulative  stock  dividends on any such Conversion
Date shall  equal the cash  value of such  cumulative  dividends  divided by the
current  market  price per share of Common  Stock  (determined  as  provided  in
Section 5) as of such Conversion Date. The cash value of stock dividends payable
on shares of Series A Preferred  Stock for any full annual dividend period shall
be computed by  multiplying  the original  $100.00  purchase  price per share by
7.0%.  The cash value of  dividends  payable on shares of the Series A Preferred
Stock for any period less than a full annual  dividend  period shall be computed
on the basis of a 360-day year of twelve  30-day months and the actual number of
days elapsed in the period for which payable.

                           If stock dividends are not paid in full, or declared
in full, upon the shares of the Series A Preferred Stock and shares of any other
preferred  stock ranking on a parity as to payment of stock  dividends  with the
Series A Preferred  Stock,  all  dividends  declared upon shares of the Series A
Preferred  Stock and any other preferred stock ranking on a parity as to payment
of  dividends  with the Series A Preferred  Stock shall be paid or declared  PRO
RATA so that in all cases the amount of dividends  paid or declared per share on
the Series A Preferred Stock and such other shares of preferred stock ranking on
a parity as to payment of dividends with the Series A Preferred Stock shall bear
to each  other the same  ratio  that  accumulated  stock  dividends  per  share,
including dividends accrued or in arrears, if any, on the shares of the Series A
Preferred  Stock and such other  shares of  preferred  stock bear to each other.
Except as provided in the  preceding  sentence,  unless  full  cumulative  stock
dividends  on the  shares  of the  Series A  Preferred  Stock  have been paid or
declared in full, no dividends  (other than dividends in shares of Common Stock,
or in shares of any other capital stock of the Corporation ranking junior to the
Series A Preferred  Stock as to payment of dividends and  distribution of assets
upon  liquidation)  shall be paid or declared and set aside for payment or other
distribution  upon the Common Stock or, except as provided  above,  on any other
capital  stock of the  Corporation  ranking  junior  to or on a parity  with the
Series A Preferred  Stock as to dividends,  nor shall any shares of Common Stock
or shares of any other capital stock of the Corporation  ranking junior to or on
a parity  with the  Series  A  Preferred  Stock  as to  dividends  be  redeemed,
purchased or otherwise acquired for any consideration (or any payment made to or
available  for a sinking  fund for the  redemption  of any such  shares)  by the
Corporation or any subsidiary of the  Corporation  (except by conversion into or
exchange for shares of capital stock of the

                                       -2-
<PAGE>
Corporation  ranking junior to the Series A Preferred  Stock as to dividends and
distribution  of assets  upon  liquidation).  Holders  of shares of the Series A
Preferred  Stock  shall not be  entitled to any  dividends,  whether  payable in
capital stock, cash or property,  in excess of full accrued and cumulative stock
dividends  as herein  provided.  No interest or sum of money in lieu of interest
shall be payable in respect of any stock  dividend  payment or  payments  on the
shares  of the  Series  A  Preferred  Stock  that may be in  arrears;  provided,
however,  that if, on an applicable  Conversion Date (as defined herein),  stock
dividends  that would have been  payable on such date are not paid solely due to
the failure of the  Corporation's  Board of Directors to declare such dividends,
then the rate of conversion  of the Series A Preferred  Stock to be converted on
such  Conversion  Date shall be adjusted so that the holders  would  receive the
same amount of shares of Common Stock on such  Conversation  Date as such holder
would have received if the Corporation's  Board of Directors had timely declared
such stock dividends.

                  The  terms  "accrued   dividends,"   "dividends  accrued"  and
"dividends  in  arrears,"  whenever  used  herein  with  reference  to shares of
preferred  stock  shall be  deemed  to mean an  amount  which  shall be equal to
dividends  thereon at the  applicable  annual  dividend  rates per share for the
respective  series  thereof  from the date or  dates  on  which  such  dividends
commence  to  accrue  to the  applicable  payment  date  less the  amount of all
dividends paid, or declared in full and sums set aside for the payment  thereof,
upon such shares of preferred stock.

                  Section 3.                LIQUIDATION RIGHTS.

                  (a) In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or otherwise, after payment
or provision for payment of the debts and other  liabilities of the Corporation,
the  holders of shares of the Series A  Preferred  Stock  shall be  entitled  to
receive,  in cash, out of the remaining net assets of the  Corporation  (whether
from capital or from earnings  available for distribution to shareholders),  the
amount of One Hundred Dollars ($100.00) for each share of the Series A Preferred
Stock,  plus the cash value determined in accordance with Section 2 above of all
stock dividends  accrued and unpaid at the applicable rate on each such share up
to the date fixed for distribution, before any distribution shall be made to the
holders of shares of Common Stock or any other capital stock of the  Corporation
ranking (as to any such distribution) junior to the Series A Preferred Stock. If
upon any liquidation,  dissolution or winding up of the Corporation,  the assets
distributable  among the holders of shares of the Series A  Preferred  Stock and
all  other  classes  and  series  of  preferred  stock  ranking  (as to any such
distribution)  on a parity with the Series A Preferred Stock are insufficient to
permit the payment in full to the holders of all such shares of all preferential
amounts  payable to all such holders,  then the entire assets of the Corporation
thus distributable  shall be distributed ratably among the holders of the shares
of the Series A Preferred Stock and such other classes and

                                       -3-
<PAGE>
series of preferred stock ranking (as to any such distribution) on a parity with
the Series A Preferred Stock in proportion to the respective  amounts that would
be payable per share if such assets were sufficient to permit payment in full.

                  (b) For purposes of this Section 3, a  distribution  of assets
in any  dissolution,  winding  up or  liquidation  shall  not  include  (i)  any
consolidation or merger of the Corporation with or into any other corporation or
other entity, (ii) any dissolution, liquidation, winding up or reorganization of
the Corporation  immediately  followed by reincorporation of another corporation
or other entity or (iii) a sale or other disposition of all or substantially all
of the Corporation's  assets to another  corporation or other entity;  PROVIDED,
HOWEVER,  that, in each case,  effective provision is made in the certificate of
incorporation  of the resulting and surviving  corporation  or otherwise for the
protection  of the  relative  rights of the  holders  of shares of the  Series A
Preferred Stock.

                  (c)  After  the  payment  of  the  full  preferential  amounts
provided for herein to the holders of shares of the Series A Preferred  Stock or
funds  necessary  for such  payment have been set aside in trust for the holders
thereof,  such holders shall be entitled to no other or further participation in
the distribution of the assets of the Corporation.


                  Section 4.  CONVERSION AND REDEMPTION OF SERIES A
                              PREFERRED STOCK.

                  (a) Each  holder of Series A  Preferred  Stock  shall have the
right,  exercisable  at any  time  and  from  time to  time  during  the  period
commencing  on the date that is  ninety  (90) days  after the  Closing  Date and
ending on the date that is two years  after  the  Closing  Date (the  "Mandatory
Conversion  Date"),  to convert any or all of the Series A Preferred Stock owned
by such holder for shares of Common Stock,  at a conversion  rate  determined by
multiplying  the number of shares of Series A Preferred Stock to be converted by
a  fraction,  the  numerator  of which  shall  equal one  hundred  (100) and the
denominator of which (a "Denominator")  shall equal (i) the current market price
per share of the Common  Stock  (determined  as provided in Section 5) as of the
Closing Date (such current market price being referred to herein as the "Closing
Price"),  if the  applicable  Conversion  Date (as defined  below)  occurs on or
before the 119th day following the Closing Date,  (ii) the lessor of (A) 100% of
the Closing  Price or (B) the  current  market  price per share of Common  Stock
(determined as provided in Section 5) as of the applicable  Conversion  Date, if
the  applicable  Conversion  Date  occurs  on or after  the  120th day after the
Closing  Date and on or before the 179th day after the Closing Date or (iii) the
lesser of (A) 100% of the Closing Price and (ii) 85% of the current market price
per share of Common  Stock  (determined  as  provided  in  Section  5) as of the
applicable  Conversion  Date for any  Conversion  Date occurring on or after the
180th day after the  Closing  Date,  subject to  adjustment  and the  conditions
described herein.

                                       -4-
<PAGE>
                  (b) (i) Any holder of shares of the Series A  Preferred  Stock
         electing to convert shares  thereof  pursuant to Section 4(a) shall (A)
         transmit by facsimile,  for receipt on the proposed date of conversion,
         a copy of a fully completed and executed notice of conversion  ("Notice
         of  Conversion") to the Corporation at the office of the Corporation or
         its  designated  transfer  agent (the  "Transfer  Agent"),  in the form
         attached as Exhibit A hereto, and (B) surrender to a common carrier for
         delivery to the office of the  Corporation or the Transfer  Agent,  the
         original  certificates  representing the Series A Preferred Stock being
         converted  (the  "Preferred  Stock  Certificates"),  duly  endorsed for
         cancellation. The Corporation shall, upon the timely written request of
         a holder of shares of the Series A Preferred Stock, promptly provide in
         writing to such holder,  via facsimile  transmission,  the  appropriate
         numbers for the Corporation and the Transfer Agent to be used to effect
         an election in accordance with this subparagraph (i).

                           (ii) Upon receipt by the  Corporation of transmission
         of a facsimile copy of such Notice of Conversion, the Corporation shall
         as soon as  practicable  (but in no event  later than 12:00 noon on the
         next  business  day after  receipt  thereof)  send,  via  facsimile,  a
         confirmation  of receipt of such Notice of  Conversion  to such holder,
         which shall specify that the Notice of Conversion has been received and
         the name and telephone  number of a contact  person at the  Corporation
         whom the holder should contact  regarding  information  related to such
         conversion.  Upon receipt by the  Corporation  or the Transfer Agent of
         the certificate(s)  representing the shares of Series A Preferred Stock
         to  be  converted   pursuant  to  such  Notice  of  Conversion  (or  an
         indemnification   undertaking   in  form   and   substance   reasonably
         satisfactory to the Corporation with respect to such shares in the case
         of their  loss,  theft or  destruction)  together  with the  originally
         executed  and  completed   Notice  of  Conversion  (such  date  of  the
         Corporation's receipt of all such documents being referred to herein as
         the "Final  Receipt  Date"),  the  Corporation  or  Transfer  Agent (as
         applicable) shall, as soon as possible on or after the applicable Final
         Receipt  Date,  but in any event within two (2) business days after the
         applicable  Final Receipt Date, issue and surrender to a common carrier
         for either  overnight  delivery  (if  delivery is to be made inside the
         United  States)  or two (2) day  delivery  (if  delivery  is to be made
         outside the United  States) to such holder at the address  specified in
         the Notice of  Conversion,  a  certificate  for the number of shares of
         Common  Stock to which such  holder  shall be entitled as in respect of
         the related conversion.  In the event of a partial conversion of shares
         of Series A Preferred Stock represented by certificate(s)  delivered to
         the  Corporation in respect of any  conversion,  the  Corporation  will
         return  to  the  applicable  holder  a  certificate  representing  such
         holder's  remaining shares of Series A Preferred Stock that were not so
         converted.  In the case of any dispute between the Corporation and such
         holder as to the calculation of the applicable Conversion

                                       -5-
<PAGE>
         Price  evidenced  by a  notice  to such  effect  (a  "Dispute  Notice")
         delivered to the  Corporation by such holder prior to the Final Receipt
         Date, the Corporation shall promptly issue to such holder the number of
         shares of Common  Stock  that is not  disputed  and  shall  submit  the
         disputed calculations to its outside accountant within two (2) business
         days after the Final Receipt  Date.  The  Corporation  shall cause such
         accountant to perform the  calculations  and notify the Corporation and
         the holder of the results no later than two (2) business days after the
         date that such outside  accountant is delivered a copy of such holder's
         Dispute Notice by the Corporation  pursuant to the preceding  sentence.
         Such accountant's calculation shall be deemed conclusive and binding on
         the Corporation and such holder absent manifest error.

                           (iii) The effective  date of a particular  conversion
         (the  "Conversion  Date") other than  pursuant to Section 4(c) shall be
         deemed to be the date on which the advance  copy of the related  Notice
         of Conversion  in respect of such  conversion is received by either the
         Corporation or the Transfer Agent by facsimile transmission as provided
         in  paragraph  (ii) above,  provided  that (A) such advance copy of the
         Notice of Conversion is transmitted by facsimile to and received by the
         Corporation before 11:59 p.m., New York City time, on such date and (B)
         the original certificates  representing the Series A Preferred Stock to
         be converted (or an  indemnification  undertaking in form and substance
         reasonably  satisfactory to the Corporation with respect to such shares
         in the case of their loss,  theft or  destruction),  together  with the
         originally executed and completed Notice of Conversion, are surrendered
         by depositing such  certificates and Notice of Conversion with a common
         carrier,  as provided  above,  and received by the  Corporation  or the
         Transfer Agent on or before the second (2nd) business day following the
         date that the related  advance copy of the related Notice of Conversion
         is received by the Corporation or the Transfer Agent. In the event that
         all such documents are not received  within two (2) business days after
         such date, such Notice of Conversion  shall be deemed null and void and
         no conversion of Series A Preferred Stock shall be effected thereby.

                           (iv) As of any Conversion Date, the person or persons
         entitled to receive the shares of the Common  Stock  issuable  upon the
         related  conversion of shares of Series A Preferred  Stock  pursuant to
         this Section 4 shall be treated for all  purposes as the record  holder
         or holders of the shares of Common  Stock  issuable  in respect of such
         conversion on said date.  From and after the Conversion Date in respect
         of such shares of Series A Preferred Stock, all such shares of Series A
         Preferred  Stock shall be deemed to have been  converted into shares of
         Common Stock at the applicable  conversion rate, all stock dividends on
         such shares of the Series A Preferred Stock shall cease to accrue,  and
         all rights of the  holders  thereof  as  holders of Series A  Preferred
         Stock, except the right to

                                       -6-
<PAGE>
         receive all accrued and unpaid stock  dividends to such Conversion Date
         at the applicable  rate for such shares of Series A Preferred Stock and
         the right to receive  certificates  representing shares of Common Stock
         issuable upon conversion of such shares (including, without limitation,
         with respect to such stock dividends),  shall cease and terminate, such
         shares of Series A Preferred  Stock shall not thereafter be transferred
         (except  with  the  consent  of the  Corporation)  on the  books of the
         Corporation  and such shares shall not be deemed to be outstanding  for
         any  purpose  whatsoever.  The  rights of a holder to elect to  convert
         shares of Series A  Preferred  Stock under this  Section  4(a) and 4(b)
         shall cease and terminate  immediately  after the Mandatory  Conversion
         Date.

                  (c) Subject to Section  4(d), to the extent that any shares of
Series A  Preferred  Stock  held by a  holder  thereof  have not been  converted
pursuant to Sections 4(a) and 4(b) as of the  Mandatory  Conversion  Date,  such
holder  shall be deemed to have  elected to  convert  such  remaining  shares of
Series A Preferred Stock as of the Mandatory Conversion Date (without any action
required by such holder) and the Corporation  shall issue shares of Common Stock
to such holder and satisfy its other  obligations  under Section 4(a) and (b) as
if such  holder  had  elected  to  convert  such  remaining  shares  of Series A
Preferred  Stock  pursuant  to  Sections  4(a)  and  4(b)  as of  the  Mandatory
Conversion Date.

                  (d)  Notwithstanding  anything herein to the contrary,  in the
event that (i) a holder of Series A Preferred Stock elects (or is deemed to have
elected) to convert shares of Series A Preferred Stock pursuant to Sections 4(a)
and 4(b) or pursuant to Section 4(c) for which a  Denominator  that is less than
the Closing Price is utilized in the  calculation  (pursuant to Section 4(a)) of
the number of shares of Common  Stock to be issued in such  conversion  and (ii)
such  conversion  would  result in such  holder  receiving,  as a result of such
conversion,  a number of shares of Common Stock that, together with other shares
of Common Stock  issued to such holder (or any  affiliate of such holder) in any
prior conversion(s) of Series A Preferred Stock that utilized a Denominator that
was less than the Closing Price in the calculation (pursuant to Section 4(a)) of
the  number of shares of  Common  Stock to be issued in such  conversion,  would
equal or exceed  twenty  percent  (20%) of the  shares  of  Common  Stock of the
Corporation  outstanding  on the  Closing  Date (the  "Threshold  Amount"),  the
Corporation  shall (i) issue to such holder the number of shares of Common Stock
otherwise  required to be issued to such  holder as a result of such  conversion
(including any shares of Common Stock  representing  cumulative  stock dividends
accrued to the applicable Conversion Date pursuant to Section 2) LESS the number
of shares of Common  Stock  otherwise  issuable to such holder  pursuant to such
conversion  in excess of the  Threshold  Amount (the  "Excess  Shares") and (ii)
shall  remit to such  holder,  in lieu of the Excess  Shares,  an amount of cash
equal to the number of Excess Shares  multiplied by the current market price per
share of Common Stock  (determined  as provided in Section 5)  determined  as of
such  Conversion  Date.  Upon such  issuance of Common Stock and payment of such
cash to the holder in lieu of the

                                       -7-

<PAGE>
Excess Shares, the Corporation's  obligations to such holder arising as a result
of such  conversion  (including the  Corporation's  obligation to pay cumulative
stock dividends  through the applicable  Conversion  Date) shall be deemed fully
satisfied.

                  (e) No fractional shares of Common Stock or scrip representing
fractional  shares  shall be issued  upon  conversion  of shares of the Series A
Preferred Stock pursuant to this Section 4. If more than one share of the Series
A Preferred  Stock shall be surrendered  for conversion by the same holder,  the
number of full shares of Common  Stock which shall be issuable  upon  conversion
thereof shall be computed on the basis of the aggregate  number of shares of the
Series A Preferred  Stock so  surrendered.  Instead of any fractional  shares of
Common Stock which would  otherwise be issuable upon conversion of any shares of
the Series A Preferred  Stock,  the  Corporation  shall pay a cash adjustment in
respect of such  fraction in an amount equal to the same fraction of the closing
bid price for Common Stock  determined as of the last business day preceding the
Conversion  Date in respect of such  shares.  The closing bid price for such day
shall be the last  reported  bid price on the  American  Stock  Exchange,  or if
Common  Stock is not listed or  admitted  to trading  on such  exchange,  on the
principal  national  securities  exchange  on which  Common  Stock is  listed or
admitted to trading  or, if not listed or  admitted  to trading on any  national
securities  exchange,  the  closing  bid price of Common  Stock on NASDAQ or any
comparable  system.  If Common  Stock is not quoted on NASDAQ or any  comparable
system,  the Board of Directors of the Corporation shall in good faith determine
the current market price on such basis as it considers appropriate.

                  (f) When shares of Series A Preferred  Stock are converted (or
deemed  converted) by a holder pursuant to this Section 4, the Corporation shall
pay any documentary,  stamp or similar issue or transfer tax due on the issue of
Common Stock upon such conversion.

                  (g) The  Corporation  shall  reserve  at all  times out of the
Corporation's authorized but unissued shares of Common Stock a sufficient number
of shares  of Common  Stock to permit  the  conversion  of the then  outstanding
shares of the  Series A  Preferred  Stock  pursuant  to this  Section 4 and such
reserved  shares shall not be used for any other  purpose.  All shares of Common
Stock  which may be issued upon  conversion  of shares of the Series A Preferred
Stock  pursuant  to this  Section  4 shall be  validly  issued,  fully  paid and
nonassessable.  In  order  that  shares  of  Common  Stock  may be  issued  upon
conversion  of shares of the Series A Preferred  Stock,  the  Corporation  shall
comply with all applicable  Federal and State  securities  laws and use its best
efforts to list such shares of Common Stock to be issued upon conversion on each
securities exchange on which Common Stock is listed.

                  (h) The conversion rate (and the components thereof) in effect
at any time for  conversion  of  Series A  Preferred  Stock  into  Common  Stock
pursuant to this Section 4 shall be subject to  adjustment  from time to time as
follows:

                                       -8-
<PAGE>
                  (i) In the event that the Corporation shall (1) pay a dividend
         in shares of  Common  Stock to  holders  of  Common  Stock,  (2) make a
         distribution in shares of Common Stock to holders of Common Stock,  (3)
         subdivide the outstanding  shares of Common Stock into a greater number
         of shares of Common Stock, (4) combine the outstanding shares of Common
         Stock into a smaller  number of shares of Common Stock or (5) otherwise
         increase or decrease the number of  outstanding  shares of Common Stock
         through  reclassification  or any other  event  similar  to the  events
         described in clauses (1) through (4) above,  the  conversion  rate (and
         the  components   thereof)  in  effect   pursuant  to  this  Section  4
         immediately  prior to such  action  shall  be  adjusted  to the  extent
         required  to give  effect to the  impact of any such  event so that the
         holder  of any  shares  of the  Series  A  Preferred  Stock  thereafter
         surrendered for conversion pursuant to this Section 4 shall be entitled
         to  receive  the number of shares of Common  Stock  which he would have
         owned immediately following such action had such shares of the Series A
         Preferred  Stock  been  converted   immediately  prior  thereto.   Such
         adjustment  shall be made  whenever  any event listed above shall occur
         and shall become effective (A) immediately after the record date in the
         case of a dividend  or a  distribution  or other  applicable  event for
         which a record  date is used and (B)  immediately  after the  effective
         date in the case of a subdivision or  combination  or other  applicable
         event for which a record date is not used.

                           (ii) In case the Corporation  shall distribute to all
         holders of the Common Stock shares of any class of capital  stock other
         than Common  Stock,  evidences of  indebtedness  or other assets (other
         than  non-extraordinary  cash  dividends  out of  current  or  retained
         earnings),  or shall distribute to substantially  all holders of Common
         Stock rights or warrants to subscribe for securities, then in each such
         case the number of shares of the Common  Stock into which each share of
         the Series A Preferred  Stock shall be converted shall be adjusted (and
         appropriate  adjustments  shall be made to the  component  parts of the
         applicable  conversion rate) so that such number shall equal the number
         determined  by  multiplying  the number of shares of Common  Stock into
         which  such  share of the  Series A  Preferred  Stock  was  convertible
         immediately  prior to the date of such  distribution  by a fraction  of
         which the numerator  shall be the current  market price of Common Stock
         (determined  as  provided  in Section 5) on the record  date  mentioned
         below, and of which the denominator  shall be such current market price
         of Common Stock, less the then fair market value (as determined in good
         faith by the Board of Directors of the Corporation, whose determination
         shall be conclusive  evidence of such fair market value) of the portion
         of the assets so distributed or of such subscription rights or warrants
         applicable to one share of Common Stock.  Such adjustment  shall become
         effective  immediately  after the record date for the  determination of
         the holders of Common Stock entitled to receive such distribution.

                                       -9-
<PAGE>
                           (iii)  The  Corporation  shall  provide  at  least 10
         business days advance notice to holders of Series A Preferred  Stock of
         any record date or other  applicable date for determining  shareholders
         entitled to participate in any of the events  described in this Section
         4(h) or other  similar  events not described in this Section 4(h) which
         would have a dilutive  effect on the  Series A  Preferred  Stock or the
         Common Stock into which the Series A Preferred Stock is convertible.

                  (i) No  adjustment  in the  conversion  rate (or its component
parts)  under this  Section 4 shall be  required  until  cumulative  adjustments
result in a concomitant change of 1% or more of the conversion rate as in effect
prior to the last adjustment of the conversion rate; PROVIDED, HOWEVER, that any
adjustments  which by reason of this  Section  4(i) are not  required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this  Section 4 shall be made to the nearest cent or to
the nearest  one-hundredth  of a share, as the case may be. No adjustment to the
conversion rate shall be made for non-extraordinary cash dividends.

                  (j) In the  event  that,  as a result  of an  adjustment  made
pursuant  to Section  4(h),  the  holder of any share of the Series A  Preferred
Stock thereafter surrendered for conversion shall become entitled to receive any
shares of capital  stock of the  Corporation  other than shares of Common Stock,
thereafter the number of such other shares so receivable  upon conversion of any
shares of the Series A Preferred  Stock shall be subject to adjustment from time
to time in a manner  and on terms as nearly  equivalent  as  practicable  to the
provisions with respect to the Common Stock contained in this Section 4.

                  (k) The  Corporation may make such increases in the conversion
rate,  in  addition  to those  required  by  Sections  4(h)(i)  and (ii),  as it
considers to be advisable in order that any event treated for Federal income tax
purposes  as a  dividend  of stock or stock  rights  shall not be taxable to the
recipients thereof.

                  (l) Whenever the conversion  rate (or any components  thereof)
is adjusted  pursuant to this Section 4, the Corporation  shall promptly mail to
all holders of record of shares of the Series A Preferred  Stock a notice of the
adjustment  and shall  cause to be  prepared a  certificate  signed by the chief
financial officer of the Corporation or, if requested in writing by holders of a
majority  of the  shares of  Series A  Preferred  Stock  then  outstanding,  the
Corporation's  outside  accountants  or  a  reputable  investment  banking  firm
selected by the Corporation  setting forth the adjusted conversion rate (and the
component  parts  thereof)  and a brief  statement of the facts  requiring  such
adjustment and the  computation  thereof.  Such  certificate  shall forthwith be
filed with each transfer agent for the shares of the Series A Preferred Stock.

                  (m)  If  any  of  the   following   shall   occur:   (i)   any
reclassification or change of outstanding shares of Common Stock

                                      -10-

<PAGE>
issuable upon conversion of shares of the Series A Preferred Stock (other than a
change in par value,  or from par value to no par value, or from no par value to
par  value,  or  as  a  result  of  a  subdivision  or  combination),  (ii)  any
consolidation  or merger to which the Corporation is a party other than a merger
in which the Corporation is the continuing corporation and which does not result
in any  reclassification  of, or  change  (other  than a change in name,  or par
value,  or from par value to no par value, or from no par value to par value, or
as a result of a subdivision or combination)  in,  outstanding  shares of Common
Stock  or  (iii)  any  sale or  conveyance  of all or  substantially  all of the
property or business of the Corporation as an entirety, then the Corporation, or
such  successor  or  purchasing  corporation,  as the case may be,  shall,  as a
condition precedent to such  reclassification,  change,  consolidation,  merger,
sale or conveyance, provide in its certificate of incorporation or other charter
document  that each share of the Series A Preferred  Stock shall be  convertible
under this  Section 4 into the kind and  amount of shares of  capital  stock and
other   securities  and  property   (including   cash)   receivable   upon  such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common  Stock  deliverable  upon  conversion  of such
share   of  the   Series   A   Preferred   Stock   immediately   prior  to  such
reclassification,  change,  consolidation,  merger,  sale  or  conveyance.  Such
certificate  of  incorporation  or other  charter  document  shall  provide  for
adjustments  and  protection  which  shall  be as  nearly  equivalent  as may be
practicable to the  adjustments  provided for in this Section 4. If, in the case
of any  such  consolidation,  merger,  sale or  conveyance,  the  stock or other
securities and property  (including  cash)  receivable  thereupon by a holder of
Common Stock includes  shares of capital stock or other  securities and property
of a corporation other than the successor  purchasing  corporation,  as the case
may be, in such consolidation,  merger, sale or conveyance, then the certificate
of  incorporation  or other  charter  document of such other  corporation  shall
contain such  additional  provisions  to protect the interests of the holders of
shares  of the  Series A  Preferred  Stock  as the  Board  of  Directors  of the
Corporation shall reasonably consider necessary by reason of the foregoing.  The
provision   of  this   Section  4(m)  shall   similarly   apply  to   successive
consolidations, mergers, sales or conveyances.

                  (n) No sooner than fifteen (15)  business  days nor later than
five (5) business days prior to the consummation of a transaction referred to in
clauses (ii) or (iii) of Section 4(m) (a "Major Transaction"),  but not prior to
the public announcement of such Major Transaction, the Corporation shall deliver
written  notice (a "Notice  of Major  Transaction")  to each  holder of Series A
Preferred Stock,  which Notice of Major Transaction shall be deemed to have been
delivered to the holder one (1) business day after the Corporation's  sending of
such notice (for overnight delivery) by a common carrier, if such delivery is to
be made in the United States,  or two (2) business days after the  Corporation's
sending of such notice (for two (2) day  delivery)  by common  carrier,  if such
notice is to be  delivered  outside  the  United  States.  Such  Notice of Major
Transaction shall indicate the amount

                                      -11-
<PAGE>
and type(s) of consideration (the "Major Transaction Consideration") the holders
of Series A Preferred Stock would receive for their shares of Series A Preferred
Stock in the related Major Transaction. Such holder may elect to redeem all or a
portion of such  holder's  shares of Series A  Preferred  Stock for an amount in
cash equal to $125 per share of Series A Preferred  Stock held by such holder to
be so  redeemed  in  lieu  of  the  Major  Transaction  Consideration  or  other
securities  and/or  property  that would  otherwise  be  payable to such  holder
pursuant to Section  4(m). A holder may  exercise  such  election by  delivering
written notice of such election to the Corporation,  together with  certificates
for the shares of Series A Preferred  Stock to be redeemed  in  connection  with
such  election,  within five (5) business  days of the  holder's  receipt of the
related Notice of Major Transaction,  which notice shall be deemed given one (1)
business   day  after  the  holder  sends  such  notice   (together   with  such
certificates) from the United States by common carrier for overnight delivery or
two (2)  business  days after the holder sends such notice  (together  with such
certificates)  from outside the United States by common  carrier for two (2) day
delivery.  In the event  that such Major  Transaction  is not  completed  within
fifteen (15) business  days after the  Corporation  is given a holder's  related
notice of election  pursuant to the prior sentence,  such election shall be null
and  void  and  the  Corporation   shall  promptly  return  the   certificate(s)
representing  the Series A  Preferred  Stock  delivered  by such  holder to such
holder; provided, that the Corporation will comply with the notice provisions of
this  Section  4(n)  with  respect  to any  later  consummation  of  such  Major
Transaction.  This  Section  4(n)  shall  not  apply  in  respect  of any  Major
Transaction that occurs after the second anniversary of the Closing Date.

                  (o) (i)  After  the  occurrence  of a Change  in  Control  (as
         defined below), other than in connection with a Major Transaction, each
         holder  of Series A  Preferred  Stock  shall  have the  right,  at such
         holder's option,  to require the Corporation to redeem all or a portion
         of such  holder's  Series A Preferred  Stock for an amount per share in
         cash  equal  to the  greater  of (A) $125  and (B) the  product  of the
         aggregate number of shares of Common Stock into which a share of Series
         A Preferred  Stock is  convertible  (assuming such  conversion  were to
         occur on the last day preceding  the  effective  date for the Change of
         Control)  multiplied  by the current  market  price per share of Common
         Stock  (determined  as  provided  in  Section  5) as of the  last  date
         preceding the effective date of such Change of Control. As used in this
         Section 4(o), a "Change in Control" shall be deemed to have occurred at
         such time as either Douglas R. Eger or Thomas M. Fitzgerald cease to be
         either a director or officer of the Corporation.  The rights of holders
         of Series A Preferred  Stock under this Section 4(o) shall not apply in
         respect  of  any  Change  of  Control   that  occurs  after  the  first
         anniversary of the Closing Date.

                           (ii) The  Corporation  shall  provide  each holder of
         Series A Preferred  Stock with written  notice of the occurrence of any
         Change of Control (a "Change of Control Notice") within

                                      -12-
<PAGE>
         two (2) business  days after the  occurrence of such Change of Control.
         Each holder may require the  Corporation  to redeem all or a portion of
         such  holder's  shares of Series A  Preferred  Stock  pursuant  to this
         Section 4(o) by delivering  written  notice (a "Notice of Redemption at
         Option of Holder") to the  Corporation  to such effect  within ten (10)
         business days after receipt of the applicable Change of Control Notice,
         which Notice of  Redemption at Option of Holder shall be deemed to have
         been  delivered  one (1) business day after such holder's  sending,  if
         such notice is sent within the United States for overnight  delivery by
         a common carrier, or two (2) business days after such holder's sending,
         if such notice is sent from  outside  the United  States by two (2) day
         delivery by a common carrier.  Each such Notice of Redemption at Option
         of Holder  shall  indicate  the number of shares of Series A  Preferred
         Stock that have been selected by such holder for redemption.


                           (iii)   Each   holder    submitting    certificate(s)
         representing  shares of Series A Preferred  Stock for redemption  under
         this   Paragraph  4(o)  shall  send  such  holder's   Preferred   Stock
         Certificates  to be redeemed to the  Corporation  or its Transfer Agent
         and the Corporation  shall pay the applicable  redemption price to that
         holder within thirty (30) business days after the Corporation's receipt
         of such holder's  Notice of  Redemption  at Option of Holder;  provided
         that  such  holder's  certificate(s)  representing  shares  of Series A
         Preferred Stock to be redeemed (or an indemnification  undertaking with
         respect to such shares in the case of their loss, theft or destruction)
         shall have been so delivered to the Corporation or its Transfer Agent.

                  (p) As used herein,  "business day" means a day of the year on
which banks are not required or authorized to close in New York City, New York.

                  (q) It is  understood  that the  restrictions  on any holder's
ability to convert such holder's  shares of Series A Preferred  Stock  contained
herein may be supplemented by separate written agreement between such holder and
the Corporation.

                  Section  5.  CALCULATIONS  OF CURRENT  MARKET  PRICE OF COMMON
STOCK.  For purposes of  calculations  relating to the Series A Preferred  Stock
that refer to the current  market price per share of Common  Stock,  the current
market price per share of Common Stock on or as of any day shall be deemed to be
the average of the closing bid prices for the ten (10) consecutive  trading days
ending the last  trading day before the day in  question.  The closing bid price
for  each day  shall  be the last  reported  bid  price  on the  American  Stock
Exchange,  or if Common  Stock is not  listed or  admitted  to  trading  on such
exchange, on the principal national securities exchange on which Common Stock is
listed or  admitted  to trading  or, if not listed or admitted to trading on any
national securities exchange, the closing bid price of Common Stock on NASDAQ or
any comparable system, or if Common Stock is not quoted

                                      -13-
<PAGE>
on NASDAQ or any  comparable  system,  the closing bid price as furnished by any
two members of the National  Association of Securities  Dealers,  Inc.  selected
from time to time by the Corporation for that purpose. If Common Stock is not so
quoted  on NASDAQ  or any  comparable  system,  the  Board of  Directors  of the
Corporation  shall  reasonably  and in good faith  determine the current  market
price on such basis as it considers appropriate.  For example, in the event that
the current  market price per share of Common Stock is to be  determined as of a
Conversion  Date, the current market price per share of Common Stock shall equal
the average of the last  reported  bid price as reported by the  American  Stock
Exchange for the ten (10)  consecutive  trading days ending the last trading day
before  such  Conversion  Date  (assuming  that the  Common  Stock is listed and
admitted for trading on the American Stock Exchange and a reported bid price for
Common Stock is placed on the American Stock Exchange on each such trading day).

                  Section 6.  LIMITATIONS.  (a) In addition to any other  rights
provided  by  applicable  law,  so long as any shares of the Series A  Preferred
Stock are outstanding,  the Corporation shall not, without the affirmative vote,
or the written consent as provided by law, of the holders of at least two-thirds
(2/3) of the  outstanding  shares of the Series A Preferred  Stock,  voting as a
separate class,

                           (i) create, authorize or issue any class or series of
                  capital  stock,  or rights to subscribe to or acquire,  or any
                  security  convertible  into,  any class or  series of  capital
                  stock  ranking  as to payment of  dividends,  distribution  of
                  assets upon liquidation or voting rights,  prior to the Series
                  A Preferred Stock; or

                           (ii)  amend,  alter or  appeal,  whether  by  merger,
                  consolidation  or  otherwise,  any  of the  provisions  of the
                  Certificate of  Incorporation  (including this  Certificate of
                  Designation)  that  would  change the  preferences,  rights or
                  powers with  respect to the Series A Preferred  Stock so as to
                  affect the Series A Preferred Stock adversely.

                  (b) In addition  to any other  rights  provided by  applicable
law, so long as any shares of the Series A Preferred Stock are outstanding,  the
Corporation  shall not, without the affirmative  vote, or the written consent as
provided by law, of the holders of at least  two-thirds (2/3) of the outstanding
shares of the Series A Preferred  Stock,  voting as a separate  class,  issue or
agree  to issue  any  Common  Stock or any  security  convertible  or  otherwise
exchangeable,  directly or indirectly, for Common Stock if such shares of Common
Stock are to be issued, or such convertible securities are to be converted to or
exchanged for shares of Common Stock, at a price per share less than the current
market  price for the Common Stock  (determined  as provided in Section 5) as of
the day  immediately  preceding the date of the issuance of such Common Stock or
such  convertible  or  exchangeable  security  (as the case  may be);  provided,
however,  that the restrictions  contained in this paragraph (b) shall not apply
(i) to the issuance of any such

                                      -14-
<PAGE>
convertible or exchangeable securities that are convertible or exchangeable at a
fixed price (and not a floating  price) per share  equal to or greater  than the
current market price for the Common Stock  (determined as provided in Section 5)
as of the date of issuance of such convertible or exchangeable security, (ii) to
the issuance of Common Stock and other  securities of the  Corporation  issuable
upon the exercise or conversion of options, warrants on other rights to purchase
securities of the  Corporation  outstanding as of the date hereof,  (iii) to the
issuance  of  any  securities  to  officers,   directors  or  employees  of  the
Corporation or any of its  subsidiaries,  (iv) to the issuance of any securities
of the  Corporation  in an  underwritten  public  offering  or (v) to any  other
issuance of securities  after the date that is 90 days after the Closing Date if
the holders of Series A Preferred  Stock are first delivered a written notice (a
"Right of First Refusal Notice") from the Corporation offering such holders on a
PRO RATA basis the right to purchase all or a portion of the related  securities
at the same  price  (and on the same  terms  and  conditions,  offered  to other
proposed  investors  (which  notice  shall  set  forth  such  price,  terms  and
conditions). In the event that the Corporation delivers a Right of First Refusal
Notice to any holder of Series A Preferred  Stock, the failure by such holder to
commit in writing to purchase such  holder's pro rata portion of the  securities
identified in such Right of First  Refusal  Notice within five (5) business days
of delivery thereof may be deemed by the Corporation to constitute such holder's
determination  not to so purchase such securities and the Corporation shall then
be permitted to sell such  securities to other investors at the price and on the
terms and conditions set forth in such notice. The rights of holders of Series A
Preferred   Stock  under  this  paragraph  (b)  shall  terminate  on  the  first
anniversary of the Closing Date.

                  (c)  Notwithstanding   the  foregoing,   except  as  otherwise
required by applicable  law,  nothing herein  contained  shall require a vote or
consent  of the  holders  of Series A  Preferred  Stock in  connection  with any
increase in the total number of authorized  shares of Common Stock.  The holders
of Series A Preferred  Stock shall not be entitled to vote on any matter  except
(i) as provided in this Section 6 and (ii) as required by law.

                  Section 7. LOST OR STOLEN  CERTIFICATES.  Upon (i)  receipt by
the Corporation from a holder of evidence satisfactory to the Corporation of the
loss, theft,  destruction of any certificate(s)  representing shares of Series A
Preferred  Stock  and of an  indemnification  undertaking  by the  holder to the
Corporation  that is reasonably  satisfactory  to the  Corporation  or (ii) upon
surrender and  cancellation of  certificate(s)  representing  shares of Series A
Preferred  Stock that have been  mutilated,  the  Corporation  shall execute and
deliver  to such  holder  new  certificate(s)  representing  shares  of Series A
Preferred Stock of like tenor and date.  However,  the Corporation  shall not be
obligated to re-issue such lost, stolen,  destroyed or mutilated  certificate(s)
representing shares of Series A Preferred Stock if such holder contemporaneously
requests the Corporation to convert such shares

                                      -15-

<PAGE>
of Series A Preferred Stock into shares of Common Stock or otherwise redeem such
shares pursuant to the terms hereof.

                  IN  WITNESS   WHEREOF,   the   Corporation   has  caused  this
Certificate  of  Designation  to be signed by Douglas R. Eger,  its Chairman and
Chief Executive Officer,  and attested by George Lombardi,  its Secretary,  this
28th day of February, 1997.


                                   SHEFFIELD MEDICAL TECHNOLOGIES INC.


                                   By:  /S/ DOUGLAS R. EGER
                                       Douglas R. Eger
                                       Chairman and Chief Executive
                                           Officer




Attested:


By:  /S/ GEORGE LOMBARDI
         George Lombardi
         Secretary

                                      -16-
<PAGE>
                                                             EXHIBIT A
                                                             TO CERTIFICATE
                                                             OF DESIGNATION


                              NOTICE OF CONVERSION

                  (To be completed, executed and delivered upon
                conversion of shares of Series A Preferred Stock)




TO:  Sheffield Medical Technologies Inc.
         Attention:  Chief Financial Officer


                  The  undersigned  holder  of  shares  of  Series A  Cumulative
Convertible Redeemable Preferred Stock ("Series A Preferred Stock") of Sheffield
Medical  Technologies  Inc. (the "Company")  hereby converts  ________ shares of
Series A  Preferred  Stock into Common  Stock of the  Company at the  applicable
conversion  rate on the terms and  conditions  specified in the  Certificate  of
Designation  for the  Series  A  Preferred  Stock.  The  undersigned  surrenders
herewith certificate(s) representing such number of shares of Series A Preferred
Stock to be converted and all right,  title and interest  therein to the Company
and directs that the Common Stock deliverable upon the conversion of such shares
of  Series A  Preferred  Stock be  registered  or  placed in the name and at the
address specified below and delivered thereto.




                 [Insert Common Stock Registration Information]


                  In the event that the certificate(s)  surrendered  represent a
number of shares of Series A Preferred Stock in excess of the shares of Series A
Preferred Stock converted  pursuant to this notice, you are advised to issue and
deliver to the  undersigned  holder a  certificate  representing  the  remaining
balance of shares of Series A Preferred  Stock  represented  by the  surrendered
certificate(s) not so converted.

Date:  _____________________.


Your Signature:  ________________________________________
                             (Sign   exactly   as  your  name   appears  on  the
                             certificate  representing  the  Shares  of Series A
                             Preferred Stock being converted)

                                      -17-

<PAGE>
                            Certificate of Amendment

                                       of

                          Certificate of Incorporation

                                       of

                       SHEFFIELD MEDICAL TECHNOLOGIES INC.

                Under Section 242 of the General Corporation Law




         It is hereby certified that:

         1. The certificate of incorporation of Sheffield  Medical  Technologies
Inc. (the "Corporation") is hereby amended by striking Article FIRST thereof and
by substituting in lieu of said Article the following new Article FIRST:

                  FIRST:  The name of the corporation (hereinafter
                  sometimes called the "Corporation") is Sheffield
                  Pharmaceuticals, Inc. (the "Corporation").

         2. The  certificate  of  incorporation  of the  Corporation  is  hereby
amended by striking out Article  FOURTH thereof and by  substituting  in lieu of
said Article the following new Article FOURTH:

                  "FOURTH:  The  total  number  of  shares  of  stock  that  the
                  Corporation  shall  have the  authority  to issue is (i) fifty
                  million  (50,000,000)  shares of Common Stock,  $.01 par value
                  ("Common Stock"), and (ii) three million (3,000,000) shares of
                  Preferred Stock, $.01 par value ("Preferred Stock").

(a)      COMMON STOCK.

         (i) GENERAL. The voting, dividend and liquidation rights of the holders
of Common Stock are subject to and qualified by the rights of the holders of the
Preferred  Stock of any series as may be  designated  by the Board of  Directors
upon any issuance of the Preferred Stock of any series.

         (ii)  VOTING.  The holders of Common Stock are entitled to one vote for
each share held at all meetings of stockholders  (and written actions in lieu of
meetings). There shall be no cumulative voting.

         (iii) DIVIDENDS. Dividends may be declared and paid on the Common Stock
from funds lawfully  available  therefor as and when  determined by the Board of
Directors  and  subject  to  any  preferential   dividend  rights  of  any  then
outstanding Preferred Stock.

<PAGE>
         (iv)   LIQUIDATION.   Upon  the   dissolution  or  liquidation  of  the
Corporation,  whether voluntary or involuntary,  holders of Common Stock will be
entitled to receive all assets of the Corporation  available for distribution to
its  stockholders  after  payment of creditors  and subject to any  preferential
and/or participating rights of any outstanding Preferred Stock.

(b)      PREFERRED STOCK.

         Authority is hereby  expressly  granted to the Board of Directors  from
time to  time to  issue  the  Preferred  Stock  in one or  more  series,  and in
connection  with the creation of any such series,  by resolution or  resolutions
providing for the issue of the shares thereof,  to determine and fix such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participating,  option or other special rights and qualifications,
limitations or  restrictions  thereof,  including  without  limitation  thereof,
dividend  rights,  conversion  rights,  redemption  privileges  and  liquidation
preferences,  as shall be stated and expressed in such  resolutions,  all to the
full  extent  now or  hereafter  permitted  by the  General  Corporation  Law of
Delaware.  Without  limiting the  generality of the foregoing,  the  resolutions
providing  for issuance of any series of  Preferred  Stock may provide that such
series shall be superior or rank equally or junior to the Preferred Stock of any
other  series to the  extent  permitted  by law.  Except as  expressly  provided
elsewhere in this Article  FOURTH no vote of the holders of the Preferred  Stock
or Common  Stock shall be required in  connection  with the  designation  or the
issuance of any shares of any series of any  Preferred  Stock  authorized by and
complying  with the  conditions  herein,  the  right  to have  such  vote  being
expressly  waived by all present and future  holders of the capital stock of the
Corporation."

         3. The amendment of the certificate of  incorporation  herein certified
has been duly adopted in accordance  with the provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware.


Signed on June 26, 1997.          SHEFFIELD MEDICAL TECHNOLOGIES
                                  INC.


                                  By: /S/ LOREN G. PETERSON
                                      Name:   Loren G. Peterson
                                      Title:  CEO
Attest:

/S/ GEORGE LOMBARI
George Lombardi, Secretary


                                       -2-

<PAGE>
                         SHEFFIELD PHARMACEUTICALS, INC.
                            (a Delaware corporation)

                                     BY-LAWS
                       (as amended through June 27, 1997)


                                   ARTICLE ONE

                                  STOCKHOLDERS

                  SECTION   1.1.   ANNUAL   MEETINGS.   An  annual   meeting  of
stockholders to elect directors and transact such other business as may properly
be  presented  to the  meeting  shall  be held at such  place  as the  Board  of
Directors may from time to time fix, if that day shall be a legal holiday in the
jurisdiction  in which  the  meeting  is to be held,  then on the next day not a
legal holiday or as soon thereafter as may be practical, determined by the Board
of Directors.

                  SECTION  1.2.   SPECIAL   MEETINGS.   A  special   meeting  of
stockholders  may be  called  at any  time  by the  Board  of  Directors  or the
President and shall be called by any of them or by the Secretary upon receipt of
a written  request to do so specifying  the matter or matters,  appropriate  for
action at such a meeting,  proposed to be presented at the meeting and signed by
holders of record of a majority of the shares of stock that would be entitled to
be voted on such  matter or  matters  if the  meeting  were held on the day such
request is  received  and the  record  date for such  meeting  were the close of
business on the  preceding  day. Any such meeting shall be held at such time and
at such place,  within or without the State of Delaware,  as shall be determined
by the body or person  calling such meeting and as shall be stated in the notice
of such meeting.

                  SECTION   1.3.   NOTICE  OF  MEETING.   For  each  meeting  of
stockholders written notice shall be given stating the place, date and hour and,
in the case of a special meeting,  the purpose or purposes for which the meeting
is called.  Except as otherwise  provided by Delaware law, the written notice of
any meeting shall be given not less than 10 or more than 60 days before the date
of the meeting to each stockholder  entitled to vote at such meeting. If mailed,
notice  shall be deemed to be given when  deposited  in the United  States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

                  SECTION 1.4. QUORUM.  Except as otherwise required by Delaware
law or the Certificate of Incorporation,  the holders of record of a majority of
the shares of stock  entitled to be voted  present in person or  represented  by
proxy at a meeting shall  constitute a quorum for the transaction of business at
the
<PAGE>
meeting,  but in the  absence  of a quorum  the  holders  of record  present  or
represented  by proxy at such  meeting may vote to adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
is obtained.  At any such adjourned  session of the meeting at which there shall
be present or  represented  the  holders  of record of the  requisite  number of
shares,  any business may be transacted  that might have been  transacted at the
meeting as originally called.

                  SECTION  1.5.  CHAIRMAN  AND  SECRETARY  AT  MEETING.  At each
meeting of stockholders the President,  or in his absence the person  designated
in writing by the  President,  or if no person is so  designated,  then a person
designated by the Board of Directors,  shall preside as chairman of the meeting;
if no person is so  designated,  then the  meeting  shall  choose a chairman  by
plurality  vote.  The  Secretary,  or in his absence a person  designated by the
chairman of the meeting, shall act as secretary of the meeting.

                  SECTION 1.6. VOTING;  PROXIES. Except as otherwise provided by
Delaware law or the Certificate of Incorporation,  and subject to the provisions
of Section 1.10:

                           (a) Each  stockholder  shall at every  meeting of the
stockholders  be  entitled  to one vote for each share of capital  stock held by
him.

                           (b) Each stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

                           (c) Directors shall be elected by a plurality vote.

                           (d) Each matter,  other than  election of  directors,
properly  presented  to any meeting  shall be decided by a majority of the votes
cast on the matter.

                           (e) Election of  directors  and the vote on any other
matter  presented to a meeting shall be by written  ballot only if so ordered by
the  chairman of the meeting or if so requested  by any  stockholder  present or
represented by proxy at the meeting entitled to vote in such election or on such
matter, as the case may be.

                  SECTION 1.7. ADJOURNED MEETINGS. A meeting of stockholders may
be  adjourned  to another  time or place as  provided  in Section 1.4 or 1.6(d).
Unless the Board of Directors  fixes a new record date,  stockholders  of record
for an adjourned

                                       -2-
<PAGE>
meeting  shall be as  originally  determined  for the  meeting  from  which  the
adjournment  was taken. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote. At the adjourned meeting any business may be transacted that might have
been transacted at the meeting as originally called.

                  SECTION 1.8.  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  Any
action that may be taken at any annual or special meeting of stockholders may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon  were  present and voted.  Notice of the taking of such
action shall be given promptly to each stockholder that would have been entitled
to vote thereon at a meeting of stockholders and that did not consent thereto in
writing.

                  SECTION 1.9. LIST OF  STOCKHOLDERS  ENTITLED TO VOTE. At least
10 days before every meeting of stockholders a complete list of the stockholders
entitled to vote at the meeting,  arranged in alphabetical order and showing the
address of each  stockholder and the number of shares  registered in the name of
each stockholder,  shall be prepared and shall be open to the examination of any
stockholder  for any purpose germane to the meeting,  during  ordinary  business
hours, for a period of at least 10 days prior to the meeting,  at a place within
the city where the meeting is to be held.  Such list shall be produced  and kept
at the time and place of the  meeting  during the whole time  thereof and may be
inspected by any stockholder who is present.

                  SECTION  1.10.  FIXING  OF  RECORD  DATE.  In  order  that the
Corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than 60 or less than 10 days
before  the date of such  meeting,  nor  more  than 60 days  prior to any  other
action. If no record date is fixed, the record date for determining stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on which the meeting is held; the record date for determining

                                       -3-
<PAGE>
stockholders  entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the day on which the first written consent is expressed; and the record date for
any  other  purpose  shall be at the close of  business  on the day on which the
Board of Directors adopts the resolution relating thereto.

                                   ARTICLE TWO

                                    DIRECTORS

                  SECTION   2.1.   NUMBER;   TERM  OF  OFFICE;   QUALIFICATIONS;
VACANCIES.  The number of  directors  that shall  constitute  the whole Board of
Directors  shall be four,  which  number  may be  changed  from  time to time as
determined by action of the Board of Directors taken by the affirmative  vote of
a majority of the whole Board of  Directors.  Directors  shall be elected at the
annual meeting of stockholders to hold office,  subject to Sections 2.2 and 2.3,
until  the next  annual  meeting  of  stockholders  and until  their  respective
successors are elected and qualified.  Vacancies and newly created directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority of the directors then in office,  although less than a quorum,  or
by the sole remaining  director,  and the directors so chosen shall hold office,
subject to Sections 2.2 and 2.3, until the next annual  meeting of  stockholders
and until their respective successors are elected and qualified.

                  SECTION 2.2. RESIGNATION.  Any director of the Corporation may
resign at any time by giving written notice of such  resignation to the Board of
Directors,  the  President  or  the  Secretary  of  the  Corporation.  Any  such
resignation  shall take effect at the time  specified  therein or, if no time be
specified,  upon  receipt  thereof  by  the  Board  of  Directors  or one of the
above-named  officers;  and, unless  specified  therein,  the acceptance of such
resignation  shall  not be  necessary  to make it  effective.  When  one or more
directors shall resign from the Board of Directors effective at a future date, a
majority of the directors then in office,  including those who have so resigned,
shall have power to fill such  vacancy or  vacancies,  the vote  thereon to take
effect when such resignation or resignations  shall become  effective,  and each
director so chosen shall hold office as provided in these By-Laws in the filling
of other vacancies.

                  SECTION  2.3.  REMOVAL.  Any  one  or  more  directors  may be
removed, with or without cause, by the vote or written consent of the holders of
a majority of the shares entitled to vote at an election of directors.


                                       -4-
<PAGE>
                  SECTION  2.4.  REGULAR AND ANNUAL  MEETINGS;  NOTICE.  Regular
meetings of the Board of Directors shall be held at such time and at such place,
within or without the State of Delaware, as the Board of Directors may from time
to time prescribe. No notice need be given of any regular meeting, and a notice,
if given,  need not  specify  the  purposes  thereof.  A meeting of the Board of
Directors  may be held without  notice  immediately  after an annual  meeting of
stockholders at the same place as that at which such meeting was held.

                  SECTION 2.5.  SPECIAL  MEETINGS;  NOTICE. A special meeting of
the Board of Directors may be called at any time by the Board of Directors,  its
Chairman,  the  Executive  Committee,  the President or any person acting in the
place  of the  President  and  shall  be  called  by any  one of  them or by the
Secretary  upon receipt of a written  request to do so specifying  the matter or
matters,  appropriate for action at such a meeting,  proposed to be presented at
the meeting and signed by at least two directors. Any such meeting shall be held
at such time and at such  place,  within or without  the State of  Delaware,  as
shall be determined by the body or person  calling such meeting.  Notice of such
meeting  stating the time and place thereof shall be given (a) by deposit of the
notice in the United States mail,  first class,  postage  prepaid,  at least two
days  before the day fixed for the  meeting  addressed  to each  director at his
address as it appears on the  Corporation's  records or at such other address as
the director may have  furnished the  Corporation  for that  purpose,  or (b) by
delivery of the notice similarly  addressed for dispatch by telegraph,  cable or
radio or by delivery of the notice by  telephone  or in person,  in each case at
least 24 hours before the time fixed for the meeting.

                  SECTION  2.6.  CHAIRMAN  OF THE BOARD;  PRESIDING  OFFICER AND
SECRETARY  AT MEETINGS.  The Board of Directors  may elect one of its members to
serve at its  pleasure as Chairman  of the Board.  Each  meeting of the Board of
Directors  shall be presided over by the Chairman of the Board or in his absence
by the President,  if a director, or if neither is present by such member of the
Board of Directors as shall be chosen at the meeting.  The Secretary,  or in his
absence an Assistant Secretary,  shall act as secretary of the meeting, or if no
such officer is present,  a secretary of the meeting  shall be designated by the
person presiding over the meeting.

                  SECTION  2.7.  QUORUM.  A  majority  of  the  whole  Board  of
Directors shall constitute a quorum for the transaction of business,  but in the
absence of a quorum a majority of those present (or if only one be present, then
that one) may adjourn the meeting, without notice other than announcement at the
meeting, until such time as a quorum is present. Except as otherwise required by
the Certificate of Incorporation or the By-Laws, the vote of the majority of the
directors present at a

                                       -5-
<PAGE>
meeting at which a quorum is present shall be the act of the Board of Directors.

                  SECTION  2.8.  MEETING BY  TELEPHONE.  Members of the Board of
Directors or of any committee  thereof may  participate in meetings of the Board
of Directors or of such  committee by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

                  SECTION  2.9.  ACTION  WITHOUT   MEETING.   Unless   otherwise
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken  without a meeting if all members of the Board of  Directors  or of
such  committee,  as the case may be, consent thereto in writing and the writing
or writings are filed with the minutes of  proceedings of the Board of Directors
or of such committee.

                  SECTION  2.10.  EXECUTIVE AND OTHER  COMMITTEES.  The Board of
Directors  may,  by  resolution  passed  by a  majority  of the  whole  Board of
Directors,  designate an Executive  Committee and one or more other  committees,
each  such  committee  to  consist  of one or more  directors  as the  Board  of
Directors may from time to time  determine.  Any such  committee,  to the extent
provided in such resolution or resolutions,  shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, including the power to authorize the seal of the
Corporation  to be  affixed  to all  papers  that  may  require  it but no  such
committee  shall have such power of  authority  in  reference  to  amending  the
Certificate of Incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the Corporation's property and assets,  recommending to the
stockholders a dissolution of the  Corporation or a revocation of a dissolution,
or amending the By-Laws;  and unless the resolution  shall expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock. In the absence or  disqualification of a member
of a  committee,  the member or members  thereof  present at any meeting and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting  in the  place of any such  absent  or  disqualified  member.  Each such
committee  other  than the  Executive  Committee  shall have such name as may be
determined from time to time by the Board of Directors.

                  SECTION  2.11.  COMPENSATION.  No director  shall  receive any
stated  salary for his services as a director or as a member of a committee  but
shall receive such sum, if any, as may from

                                       -6-
<PAGE>
time to time be fixed by the action of a majority of the stockholders.


                                  ARTICLE THREE

                                    OFFICERS

                  SECTION  3.1.  ELECTION;  QUALIFICATION.  The  officers of the
Corporation shall be a President, one or more Vice Presidents, a Secretary and a
Treasurer,  each of whom shall be selected by the Board of Directors.  The Board
of Directors may elect a Controller,  one or more Assistant Secretaries,  one or
more  Assistant  Treasurers,  one or more Assistant  Controllers  and such other
officers as it may from time to time determine.  Two or more offices may be held
by the same person.

                  SECTION 3.2.  TERM OF OFFICE.  Each officer  shall hold office
from the  time of his  election  and  qualification  to the  time at  which  his
successor  is elected and  qualified,  unless he shall die or resign or shall be
removed pursuant to Section 3.4 at any time sooner.

                  SECTION 3.3.  RESIGNATION.  Any officer of the Corporation may
resign at any time by giving written notice of such  resignation to the Board of
Directors,  the  President  or  the  Secretary  of  the  Corporation.  Any  such
resignation  shall take effect at the time  specified  therein or, if no time be
specified,  upon  receipt  thereof  by  the  Board  of  Directors  or one of the
above-named  officers;  and, unless  specified  therein,  the acceptance of such
resignation shall not be necessary to make it effective.

                  SECTION 3.4. REMOVAL.  Any officer may be removed at any time,
with or without cause, by the vote of two directors if there are three directors
or less,  or the vote of a majority of the whole Board of Directors if there are
more than three directors.

                  SECTION  3.5.  VACANCIES.  Any vacancy  however  caused in any
office of the Corporation may be filled by the Board of Directors.

                  SECTION 3.6.  COMPENSATION.  The  compensation of each officer
shall be such as the Board of Directors may from time to time determine.

                  SECTION 3.7.  CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be the chairman of all meetings of the Board of Directors.


                                       -7-
<PAGE>
                  SECTION 3.8.  CHIEF  EXECUTIVE  OFFICER.  The Chief  Executive
Officer shall be the chief  executive  officer of the Corporation and shall have
general charge of the business and affairs of the  Corporation,  subject however
to the right of the Board of  Directors to confer  specified  powers on officers
and  subject  generally  to the  direction  of the  Board of  Directors  and the
Executive Committee, if any.

                  SECTION 3.9.  PRESIDENT.  The President shall have such powers
and duties as generally  pertain to the office of President  and as the Board of
Directors or the President may from time to time  prescribe.  During the absence
of the Chief  Executive  Officer or his  inability to act, the  President  shall
exercise the powers and shall perform the duties of the Chief Executive Officer,
subject to the direction of the Board of Directors and the Executive  Committee,
if any.

                  SECTION 3.10. VICE  PRESIDENT.  Each Vice President shall have
such powers and duties as generally  pertain to the office of Vice President and
as the Board of  Directors  or the  President  may from time to time  prescribe.
During the absence of the President or his inability to act, the Vice President,
or if there shall be more than one Vice  President,  then that one designated by
the Board of Directors,  shall  exercise the powers and shall perform the duties
of the  President,  subject to the  direction of the Board of Directors  and the
Executive Committee, if any.

                  SECTION 3.11. SECRETARY.  The Secretary shall keep the minutes
of all  meetings  of  stockholders  and of the Board of  Directors.  He shall be
custodian of the corporate  seal and shall affix it or cause it to be affixed to
such instruments as require such seal and attest the same and shall exercise the
powers and shall perform the duties incident to the office of Secretary, subject
to the direction of the Board of Directors and the Executive Committee, if any.

                  SECTION  3.12.  OTHER  OFFICERS.  Each  other  officer  of the
Corporation  shall exercise the powers and shall perform the duties  incident to
his office, subject to the direction of the Board of Directors and the Executive
Committee, if any.


                                  ARTICLE FOUR

                                  CAPITAL STOCK

                  SECTION 4.1. STOCK  CERTIFICATES.  The interest of each holder
of stock of the Corporation  shall be evidenced by a certificate or certificates
in such form as the Board of  Directors  may from time to time  prescribe.  Each
certificate shall be signed by or in the name of the Corporation by the

                                      -8-
<PAGE>
President or a Vice President and by the Treasurer or an Assistant  Treasurer or
the Secretary or an Assistant Secretary.  Any of or all the signatures appearing
on such certificate or certificates may be a facsimile. If any officer, transfer
agent or registrar who has signed or whose  facsimile  signature has been placed
upon a  certificate  shall have  ceased to be such  officer,  transfer  agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer,  transfer agent or registrar at
the date of issue.

                  SECTION  4.2.  TRANSFER  OF STOCK.  Shares  of stock  shall be
transferable on the books of the Corporation pursuant to applicable law and such
rules  and  regulations  as the  Board  of  Directors  shall  from  time to time
prescribe.

                  SECTION 4.3.  HOLDERS OF RECORD.  Prior to due presentment for
registration  of transfer  the  Corporation  may treat the holder of record of a
share of its stock as the complete owner thereof  exclusively  entitled to vote,
to receive  notifications and otherwise entitled to all the rights and powers of
a complete owner thereof, notwithstanding notice to the contrary.

                  SECTION   4.4.   LOST,   STOLEN,    DESTROYED   OR   MUTILATED
CERTIFICATES.  The Corporation shall issue a new certificate of stock to replace
a certificate  theretofore issued by it alleged to have been lost,  destroyed or
wrongfully  taken,  if  the  owner  or his  legal  representative  (i)  requests
replacement,  before the Corporation  has notice that the stock  certificate has
been acquired by a bona fide  purchaser;  (ii) files with the Corporation a bond
sufficient  to  indemnify  the  Corporation  against  any claim that may be made
against it on  account  of the  alleged  loss or  destruction  of any such stock
certificate  or the  issuance  of any  such new  stock  certificate;  and  (iii)
satisfies  such other terms and  conditions  as the Board of Directors  may from
time to time prescribe.


                                  ARTICLE FIVE

                                  MISCELLANEOUS

                  SECTION 5.1.  INDEMNITY.  (a) The Corporation shall indemnify,
subject to the  requirements  of subsection (d) of this Section,  any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  (other than an action by or in the right of the  Corporation),
by reason of the fact that he is or was a director,  officer,  employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer,

                                       -9-

<PAGE>
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation  and, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement,  conviction or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation  and,  with  respect  to any  criminal  action  or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

                           (b) The Corporation  shall indemnify,  subject to the
requirements of subsection (d) of this Section, any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  Corporation  to procure a judgment  in
its favor by reason of the fact that he is or was a director,  officer, employee
or  agent  of  the  Corporation  or is or was  serving  at  the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  Corporation and except that no  indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of  Chancery  of the State of  Delaware or such other court shall deem
proper.

                           (c) To the extent that a director,  officer, employee
or agent of the Corporation,  or a person serving in any other enterprise at the
request of the  Corporation,  has been  successful on the merits or otherwise in
defense of any action,  suit or proceeding referred to in subsection (a) and (b)
of this  Section,  or in  defense  of any claim,  issue or matter  therein,  the
Corporation  shall indemnify him against  expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.


                                      -10-

<PAGE>
                           (d) Any indemnification under subsections (a) and (b)
of this Section  (unless  ordered by a court)  shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of this Section. Such determination shall be made (1) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable,  or, even if obtainable a quorum of disinterested  directors,
or  (3)  by  independent  legal  counsel  in a  written  opinion,  or (4) by the
stockholders.

                           (e)  Expenses   incurred  by  a  director,   officer,
employee or agent in defending a civil or criminal  action,  suit or  proceeding
may be paid by the  Corporation  in  advance  of the final  disposition  of such
action,  suit or proceeding as authorized by the Board of Directors upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall  ultimately be determined  that he is not entitled
to be indemnified by the Corporation as authorized in this Section.

                           (f) The  indemnification  and advancement of expenses
provided by or granted pursuant to, the other  subsections of this Section shall
not  limit  the  Corporation  from  providing  any  other   indemnification   or
advancement of expenses permitted by law nor shall it be deemed exclusive of any
other rights to which those seeking  indemnification  may be entitled  under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office.

                           (g)  The   Corporation   may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  Corporation,  or who is or was  serving  at the  request  of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Section.

                           (h) The  indemnification  and advancement of expenses
provided  by, or  granted  pursuant  to this  section  shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                      -11-
<PAGE>
                           (i)      For the purposes of this Section, references
to "the Corporation"  shall include,  in addition to the resulting  corporation,
any  constituent  corporation  (including  any  constituent  of  a  constituent)
absorbed in a  consolidation  or merger  which,  if its separate  existence  had
continued,  would  have had power and  authority  to  indemnify  its  directors,
officers,  employees  or agents,  so that any  person who is or was a  director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director,  officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  shall  stand in the same  position  under  the  provisions  of this
Section with respect to the resulting or surviving  corporation as he would have
with  respect to such  constituent  corporation  if its separate  existence  had
continued.

                           (j)      This Section 5.1 shall be construed to give
the  Corporation  the  broadest  power   permissible  by  the  Delaware  General
Corporation Law, as it now stands and as heretofore amended.

                  SECTION 5.2. WAIVER OF NOTICE.  Whenever notice is required by
the  Certificate of  Incorporation,  the By-Laws or any provision of the General
Corporation Law of the State of Delaware,  a written waiver  thereof,  signed by
the person  entitled to notice,  whether  before or after the time  required for
such notice,  shall be deemed equivalent to notice.  Attendance of a person at a
meeting  shall  constitute a waiver of notice of such  meeting,  except when the
person attends a meeting for the express purpose of objecting,  at the beginning
of the meeting,  to the  transaction of any business  because the meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special  meeting of the  stockholders,  directors  or
members of a committee of directors  need be specified in any written  waiver of
notice.

                  SECTION 5.3.  FISCAL YEAR. The fiscal year of the  Corporation
shall  start on such  date as the  Board of  Directors  shall  from time to time
prescribe.

                  SECTION 5.4.  CORPORATE  SEAL.  The corporate seal shall be in
such form as the Board of  Directors  may from time to time  prescribe,  and the
same may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.



                                      -12-
<PAGE>
                                   ARTICLE SIX

                              AMENDMENT OF BY-LAWS

                  SECTION 6.1. AMENDMENT. The By-Laws may be altered, amended or
repealed by the stockholders or by the Board of Directors by a majority vote.


                                      -13-