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                                                                   EXHIBIT 3.1.1


          Certificate of Amendment of the Certificate of Incorporation

                                       of

                  CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                Under Section 805 of the Business Corporation Law

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

                  It is hereby certified that:

                  FIRST:   The name of the corporation (the "Corporation") is
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

                  SECOND: The Certificate of Incorporation of the Corporation
was filed by the Department of State on March 30, 1984. The Corporation was
formed under the name Chromatics International, Inc.

                  THIRD: The Certificate of Incorporation of the Corporation, as
heretofore amended, is hereby further amended to fix the relative rights,
preferences and limitations with respect to the Class B Preferred Stock of the
Corporation.

                  FOURTH:  To accomplish the foregoing,

                  (i) Paragraph D of Article FOURTH of the Certificate of
Incorporation of the Corporation is amended to add a new Section 4 thereof to
read in full as follows:

"4.      Class B Series 3 Preferred Stock:

         (1) The Corporation has authorized the creation of a series of Class B
Preferred Stock to be designated "Class B Series 3 Convertible Preferred Stock"
(the "Series 3 Preferred Stock").

         (2) The number of shares constituting the Series 3 Preferred Stock
shall be fixed at 40,000. The Series 3 Preferred Stock shall have no par value.

         (3) The shares of Series 3 Preferred Stock shall, with respect to the
distribution of assets on liquidation, dissolution or winding up of the
Corporation, rank (i) senior and prior to the common stock, $.001 par value (the
"Common Stock"), of the Corporation and any other class or series of capital
stock of the Corporation hereafter issued, the terms of which specifically
provide that shares of such class or series shall rank junior to shares of
Series 3 Preferred Stock (collectively, the "Junior Securities"),
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(ii) on a parity with any other class or series of capital stock of the
Corporation hereafter issued, the terms of which specifically provide that
shares of such class or series shall rank on a parity with the shares of Series
3 Preferred Stock (collectively, the "Parity Securities") and (iii) junior to
the Class A Convertible Preferred Stock and any other class or series of capital
stock of the Corporation hereafter issued, the terms of which specifically
provide that shares of such class or series shall rank senior to shares of
Series 3 Preferred Stock (collectively, the "Senior Securities").

         (4) The holders of shares of Series 3 Preferred Stock shall not be
entitled to any voting rights other than those provided by law. However, so long
as any shares of Series 3 Preferred Stock are outstanding, the Corporation shall
not and shall cause its subsidiaries not to, without the affirmative vote of the
holders of a majority of the shares of the Series 3 Preferred Stock then
outstanding, (a) alter or change adversely the absolute or relative powers,
preferences or rights given to the Series 3 Preferred Stock, (b) alter or amend
this Certificate of Amendment, (c) authorize or create any class of stock
ranking as to dividends or distribution of assets upon a liquidation or
otherwise senior to the Series 3 Preferred Stock, (d) amend its Certificate of
Incorporation, bylaws or other charter documents so as to affect adversely any
rights of any holders of Series 3 Preferred Stock, (e) increase the authorized
number of shares of Series 3 Preferred Stock or (f) enter into any agreement
with respect to the foregoing.

         (5) Except as set forth in Section 7 hereof, the holders of shares of
Series 3 Preferred Stock shall not be entitled to receive dividends with respect
thereto.

         (6) (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, before any
distribution or payment shall be made to the holders of outstanding Junior
Securities, including, but not limited to, the Common Stock, the holders of
outstanding shares of Series 3 Preferred Stock shall be entitled to receive, out
of the assets of the Corporation at the time legally available therefor, in
exchange for their shares of Series 3 Preferred Stock an amount in cash equal to
$100.00 per share of Series 3 Preferred Stock, together with all accrued but
unpaid dividends thereon, on a pari passu basis with the rights of the holders
of any Parity Securities; provided, however, that the holders of the Series 3
Preferred Stock and any outstanding Parity Securities shall not be entitled to
receive such preferential liquidation payments until the preferential
liquidation payments on all outstanding Senior Securities have been paid in
full. If, upon any such voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the assets of the Corporation
available therefor shall be insufficient to permit the payment in full to the
holders of outstanding shares of Series 3 Preferred Stock of the preferential
liquidation amounts to which they are then entitled pursuant to the provisions
of this clause (a), the entire assets of the Corporation thus distributable
shall be distributed among the holders of outstanding shares of Series 3
Preferred Stock and any Parity Securities ratably, in proportion to the full
amounts to which such holders would otherwise be entitled if such assets were
sufficient to permit payment in full.

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         (b) Upon any such voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, after the payment in full to the
holders of outstanding shares of Series 3 Preferred Stock and any Parity
Securities of the preferential liquidation amounts to which they are then
entitled pursuant to the provisions of clause (a) above, the holders of
outstanding shares of Series 3 Preferred Stock shall not be entitled to
participate in any further distributions made to the holders of the Common Stock
or any other class of Senior Securities or Junior Securities.

         (c) At the option of the holders of a majority of the issued and
outstanding Series 3 Preferred Stock, the sale of all or substantially all of
the assets of the Corporation or the merger of the Corporation with or into
another corporation shall be deemed to be a dissolution, liquidation or winding
up of the Corporation.

         (7) (a) On the third anniversary of the date of issuance of the shares
of Series 3 Preferred Stock (the "Redemption Date"), and provided the
Corporation has not delivered a timely Extension Notice (as hereinafter
defined), all of the outstanding shares of Series 3 Preferred Stock shall be
subject to mandatory redemption by the Corporation for a purchase price payable
in cash equal to $115.00 per share (such amount is hereinafter referred to the
"Redemption Amount").

         (b) From and after the Redemption Date, unless (i) default shall be
made by the Corporation on the Redemption Date in providing funds for the
payment of the Redemption Amount payable, or (ii) the Corporation, in its sole
discretion, has notified the holders of the shares of Series 3 Preferred Stock
by written notice delivered at least thirty (30) days prior to the Redemption
Date (the "Extension Notice") of its election to extend the Redemption Date to
the fifth anniversary of the date of issuance of the shares of Series 3
Preferred Stock (the "Extended Redemption Date"), all rights of the holders of
the shares of Series 3 Preferred Stock surrendered for redemption, except the
right to receive the Redemption Amount in respect of such shares, shall cease
and terminate. The redemption of the shares of Series 3 Preferred Stock upon the
Redemption Date shall take place at the principal place of business of the
Corporation. On the Redemption Date, the Corporation shall tender the Redemption
Amount by check, subject to collection, against receipt of the certificate or
certificates representing the shares of Series 3 Preferred Stock being redeemed.

         (c) If the Redemption Date has been extended to the Extended Redemption
Date by timely delivery by the Corporation of the Extension Notice to each of
the holders of the shares of Series 3 Preferred Stock then outstanding, on the
Extended Redemption Date all of the outstanding shares of Series 3 Preferred
Stock shall be subject to mandatory redemption by the Corporation for a purchase
price payable in cash equal to $115.00 per share, together with all accrued but
unpaid Extension Dividends (as hereinafter defined) (such amount is hereinafter
referred to the "Extended Redemption Amount"). The "Extension Dividends" shall
be the aggregate amount of dividends accrued and owing on the Series 3 Preferred
Stock, which shall be paid at the rate of $8.00 per share per annum (computed on
the basis of the actual

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number of days elapsed over a year of 365 days), shall accrue beginning on the
day after the Redemption Date and shall be cumulative whether or not declared.
From and after the Extended Redemption Date, unless default shall be made by the
Corporation on the Extended Redemption Date in providing funds for the payment
of the Extended Redemption Amount payable, all rights of the holders of the
shares of Series 3 Preferred Stock surrendered for redemption, except the right
to receive the Extended Redemption Amount in respect of such shares, shall cease
and terminate. The redemption of the shares of Series 3 Preferred Stock upon the
Extended Redemption Date shall take place at the principal place of business of
the Corporation. On the Extended Redemption Date, the Corporation shall tender
the Extended Redemption Amount by check, subject to collection, against receipt
of the certificate or certificates representing the shares of Series 3 Preferred
Stock being redeemed.

         (8) (a) Subject to the provision for adjustment set forth below, each
share of the Series 3 Preferred Stock, plus the aggregate amount of all accrued
but unpaid Extension Dividends, shall be convertible at the option of the holder
thereof at any time after the date hereof, into a number of shares of Common
Stock equal to the then effective Conversion Ratio (as hereinafter defined). As
used herein, "Conversion Ratio," determined as of any date, shall equal the
number of shares of Common Stock into which one share of Series 3 Preferred
Stock is convertible pursuant to this Section 8, which shall be determined by
dividing $100.00, plus the amount of all accrued but unpaid Extension Dividends
per share, by the then effective Conversion Price (as defined below). The
"Conversion Price" shall be the lower of (i) $6.67 and (ii) 90% of the average
of the closing bid prices of the Common Stock over the five consecutive trading
days ending on the date immediately prior to the date of issuance (the "Issue
Date"). The Conversion Ratio shall be subject to adjustment as provided in
Section 8(d).

         (b) The Corporation shall at all times reserve and keep available for
issuance upon the conversion of Series 3 Preferred Stock, free from any
preemptive rights or any other actual contingent purchase rights of persons
other than the holders of Series 3 Preferred Stock, such number of shares of its
authorized but unissued shares of Common Stock as will from time to time be
necessary to permit the conversion of all outstanding shares of Series 3
Preferred Stock, together with all accrued but unpaid dividends thereon, into
shares of Common Stock, and shall take all action required to increase the
authorized number of shares of Common Stock if necessary to permit the
conversion of all outstanding shares of Series 3 Preferred Stock. The
Corporation covenants that all shares of Common Stock that shall be so issuable
shall, upon issue, be duly and validly authorized, fully paid, nonassessable and
freely tradeable.

         (c) (i) Conversion of Series 3 Preferred Stock may be effected by any
holder thereof upon the surrender to the Corporation at the offices of the
Corporation of certificates representing Series 3 Preferred Stock to be
converted, accompanied by a written notice stating that such holder elects to
convert all or a specified portion of such Series 3 Preferred Stock in
accordance with the provisions of this Section 8 and

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specifying the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall pay
the issue and transfer taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Series 3 Preferred Stock
pursuant hereto. As promptly as practicable, and in any event within two
business days after the surrender of such certificates representing Series 3
Preferred Stock and the receipt of such notice relating thereto, the Corporation
shall deliver or cause to be delivered (i) certificates representing the number
of validly issued, fully paid and nonassessable shares of Common Stock to which
the holder of Series 3 Preferred Stock being converted shall be entitled and
(ii) if less than all of the shares represented by the surrendered certificates
are being converted, a new certificate representing the number of shares of
Series 3 Preferred Stock which remains outstanding upon such partial conversion.
Such conversion shall be deemed to have been made at the close of business on
the date of giving such notice so that the rights of the holder thereof as to
Series 3 Preferred Stock being converted shall cease except for the right to
receive shares of Common Stock in accordance herewith, and the persons entitled
to receive shares of Common Stock shall be treated for all purposes as having
become the record holder of such shares of Common Stock at such time.

(ii) If the Corporation fails to deliver to the holder such certificate or
certificates pursuant to this Section 8, including for purposes hereof, any
shares of Common Stock to be issued on account of accrued but unpaid dividends
hereunder, on or prior to the third trading day after the date the holder
surrenders to the Corporation the certificates to be converted (the "Delivery
Date"), in addition to all other remedies that such holder may pursue hereunder
or otherwise, the Corporation shall pay to such holder in cash, as liquidated
damages and not as a penalty, $1,000 per day (increasing to $5,000 per day after
the fifth trading day after the Delivery Date) until such certificates are
delivered. If the Corporation fails to deliver to the holder such certificate or
certificates pursuant to this Section 8 prior to the 15th day after the Delivery
Date the Corporation shall, at the holder's option, (i) redeem from funds
legally available therefor at the time of such redemption, such number of shares
of Preferred Stock then held by such holder, as requested by such holder and
(ii) pay all accrued but unpaid dividends on account of the Series 3 Preferred
Stock for which the Corporation shall have failed to issue Common Stock
certificates hereunder, in cash. If such holder opts to redeem any number of
shares of Preferred Stock pursuant to this Section 8(c)(ii), then the
Corporation shall immediately redeem, from funds legally available therefor at
the time of such redemption, such number of shares of Series 3 Preferred Stock
then held by such holder, as requested by such holder. The redemption price
shall be equal to the sum of (A) the aggregate of all accrued but unpaid
dividends, plus (B) the number of shares of Series 3 Preferred Stock then held
by such holder multiplied by (1) the average closing price of the Corporation's
Common Stock for the five trading days immediately preceding the Delivery Date
multiplied by (2) the Conversion Ratio calculated on the Delivery Date. If the
holder has requested that the Corporation redeem shares of Series 3 Preferred
Stock pursuant to this Section 8(c)(ii) and the Corporation fails for any reason
to pay the redemption price referenced above within

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seven days after such notice is deemed delivered pursuant to Section 8(c)(ii),
the Corporation will pay interest on the redemption price at a rate of 15% per
annum in cash to such holder, accruing from such seventh day until the
redemption price and any accrued interest thereon is paid in full. Nothing
herein shall limit a holder's right to pursue actual damages for the
Corporation's failure to deliver certificates representing shares of Common
Stock upon conversion within the period specified herein (including, without
limitation, damages relating to any purchase of shares of Common Stock by such
holder to make delivery on a sale effected in anticipation of receiving
certificates representing shares of Common Stock upon conversion, such damages
to be in an amount equal to (A) the aggregate amount paid by such holder for the
shares of Common Stock so purchased minus (B) the aggregate amount of net
proceeds, if any, received by such holder from the sale of the shares of Common
Stock issued by the Corporation pursuant to such conversion), and such holder
shall have the right to pursue all remedies available to it at law or in equity
(including, without limitation, a decree of specific performance and/or
injunctive relief).

         (iii) In addition to any other rights available to the holder, if the
Corporation fails to deliver to the holder such certificate or certificates
pursuant to Section 8(c)(ii) by the Delivery Date and after the Delivery Date
the holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver to the satisfaction of a sale by such holder of the
shares underlying the Series 3 Preferred Stock which the holder anticipated
receiving on the Delivery Date upon such conversion (a "Buy-In"), then the
Corporation shall pay in cash to the holder (in addition to any remedies
available to or elected by the holder) the amount by which (A) the holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock purchased for a Buy-In exceeds (B) the aggregate Conversion Price
for the number of shares of Common Stock in the Buy-In for which such conversion
was not timely honored. For example, if the holder purchases shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted conversion of $10,000 aggregate Conversion Price for the number of
shares of Common Stock in the Buy-In, the Corporation shall be required to pay
the holder $1,000. The holder shall provide the Corporation written notice
indicating the amounts payable to the holder in respect of the Buy-In.

         (d) (i) In the event of any change in the number of issued and
outstanding shares of capital stock of the Corporation by reason of any stock
split, stock dividend, subdivision, merger, consolidation, recapitalization,
combination, conversion or exchange of shares, or any other change in the
corporate or capital structure of the Corporation which would have the effect of
diluting or otherwise adversely affecting the rights and privileges of the
holders of Series 3 Preferred Stock under this Section 8, the Conversion Ratio
and Conversion Price in effect on the effective date thereof shall be adjusted
so that the holder of any shares of Series 3 Preferred Stock shall be entitled
to receive the number and type of shares of Common Stock or other securities of
the Corporation which such holder would have owned or have been entitled to
receive after the happening of any of the events described above had such shares
of Series 3

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Preferred Stock been converted into Common Stock immediately prior to the
happening of such event or the record date therefor. An adjustment made pursuant
to this Section 8(d) shall become effective (x) in the case of any such dividend
or distribution to holders of shares of Common Stock entitled to receive such
dividend or distribution, or (y) in the case of such subdivision, merger,
consolidation, recapitalization, combination, conversion or exchange, at the
close of business on the day upon which such corporate action becomes effective.

         (ii) Except with respect to Excluded Securities (as defined below), in
case the Corporation shall issue any shares of Common Stock or Common Stock
Equivalents (as defined below) after the Issue Date at a price per share (or
having a conversion or exercise price per share) of less than the Conversion
Price per share (the "Adjusted Conversion Price"), in each such case the
Conversion Price as in effect immediately prior thereto shall be reduced (but
not increased) to the Adjusted Conversion Price and the Conversion Ratio shall
be recalculated and increased (but not decreased) by dividing $100.00 by the
Adjusted Conversion Price. Any adjustment made pursuant to this clause (ii)
shall be made on the next business day following the date on which any such
issuance is made and shall be effective retroactively to the close of business
on the date of such issuance. For purposes of this clause (ii), the
consideration receivable by the Corporation in connection with the issuance of
additional shares of Common Stock or of Common Stock Equivalents since the Issue
Date shall be deemed to be equal to (X) in the case the consideration received
by the Corporation is cash, the sum of the aggregate offering price (before
deduction of underwriting discounts or commissions and expenses payable to third
parties, if any) of all such Common Stock and/or Common Stock Equivalents plus
the minimum aggregate amount, if any, payable upon conversion, exchange or
exercise of any such Common Stock Equivalents, and (Y) in the case the
consideration received by the Corporation is other than cash, the fair market
value of the consideration received by the Corporation as determined by the good
faith judgment of the Board of Directors of the Corporation provided, however,
that in the event the holder disagrees in good faith with the determination of
the Board of Directors of the Corporation, such fair market value shall be
determined by a nationally recognized or major regional investment banking firm
or firm of independent certified public accountants of recognized standing (an
"Appraiser") selected in good faith by the holders of the Series 3 Preferred
Stock; and provided, further, that the Corporation, after receipt of the
determination by such Appraiser shall have the right to select in good faith an
additional Appraiser meeting the same qualifications, in which case the fair
market value shall be equal to the average of the determinations by each such
Appraiser. Such adjustment shall be made whenever any such distribution is made
and shall become effective immediately after the record date mentioned above.
The issuance or reissuance of any shares of Common Stock or Common Stock
Equivalents (whether treasury shares or newly issued shares) pursuant to a
dividend or distribution on, or subdivision, combination or reclassification of,
the outstanding shares of Common Stock requiring an adjustment in the Conversion
Price and Conversion Ratio pursuant to this clause (ii) shall not be deemed to
constitute an issuance of Common Stock or Common Stock Equivalents by the
Corporation to which

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clause (i) of this Section 8(d) applies. Upon the expiration or termination of
any unconverted, unexchanged or unexercised Common Stock Equivalents for which
an adjustment has been made pursuant to this clause (ii), the adjustments shall
forthwith be reversed to effect such Conversion Ratio as would have been in
effect at the time of such expiration or termination had such Common Stock
Equivalents, to the extent outstanding immediately prior to such expiration or
termination, had never been issued. As used herein, "Excluded Securities" shall
mean: (i) shares of Common Stock issuable upon conversion of the Series 3
Preferred Stock; (ii) shares of Common Stock issuable or issued to employees of
or consultants to the Corporation pursuant to the Management Option Plan (as
hereinafter defined); (iii) any capital stock issued as a stock dividend or upon
any stock split or other subdivision or combination of shares of the
Corporation's capital stock; (iv) shares of Common Stock issuable upon
conversion of any Common Stock Equivalents outstanding on the Issue Date, (v)
shares of Common Stock issuable upon conversion of the Corporation's Class A
Convertible Preferred Stock outstanding on the Issue Date or (vi) Common Stock
issued upon the conversion or exercise of Common Stock Equivalents issued after
the Issue Date as to which an adjustment to the Conversion Ratio has been made
pursuant to this clause (d) upon the issuance of such Common Stock Equivalents.
As used herein, "Common Stock Equivalents" shall mean securities convertible
into, or exchangeable or exercisable for, shares of Common Stock of the
Corporation. As used herein, the "Management Option Plan" shall mean the
Corporation's 1992 Stock Option Plan, as amended.

         (iii) If the Corporation shall set a record date for the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution and shall thereafter, and before such dividend or distribution is
paid or delivered to stockholders entitled thereto, legally abandon its plan to
pay or deliver such dividend or distribution, then no adjustment in the
Conversion Ratio or the Conversion Price then in effect shall be made by reason
of the taking of such record, and any such adjustment previously made as a
result of the taking of such record shall be reversed.

         (e) (i) Unless sooner redeemed or converted in accordance with the
provisions of Section 7 hereof or this Section 8 the outstanding shares of
Series 3 Preferred Stock shall be subject to involuntary conversion at the
option of the Corporation, at its sole discretion, in whole but not in part, at
any time after six months after the Issue Date, for shares of the Corporation's
Common Stock at the Conversion Ratio. The Corporation may effectuate such
involuntary conversion on such date (the "Involuntary Conversion Date") provided
that the following conditions have been met:

         (A)      the Current Market Price (as hereinafter defined) of the
                  Common Stock is equal to or in excess of one hundred and fifty
                  percent (150%) of the Conversion Price for a period of at
                  least ten (10) consecutive trading days; and

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         (B)      all of the shares of Common Stock into which the Preferred
                  Stock is being converted have been registered under the
                  Securities Act of 1933, as amended, and such registration has
                  been declared effective by the Securities and Exchange
                  Commission, and is effective on such date; and

         (C)      the Corporation has a sufficient number of authorized shares
                  of Common Stock reserved for issuance upon full conversion of
                  the Series 3 Preferred Stock.

As used herein, "Current Market Price" shall mean for any day, the last sale
price for the Common Stock on the principal securities exchange on which the
Common Stock is listed or admitted to trading, or, if not so listed or admitted
to trading on any securities exchange, the last sale price for the Common Stock
on the National Association of Securities Dealers National Market System, or, if
the Common Stock shall not be listed on such system, the closing bid price in
the over-the-counter market.

         (ii) Notice of involuntary conversion of outstanding shares of Series 3
Preferred Stock shall be sent by or on behalf of the Corporation, postage
prepaid, to the holders of record of outstanding shares of Series 3 Preferred
Stock not less than ten (10) and not more than twenty (20) days prior to the
Involuntary Conversion Date.

         (iii) Notice having been so given as provided in clause (ii) above,
from and after the Involuntary Conversion Date, unless default shall be made by
the Corporation on the Involuntary Conversion Date in issuing the Common Stock
issuable upon conversion of the Series 3 Preferred Stock pursuant to the
Conversion Ratio, all rights of the holders of the shares of Series 3 Preferred
Stock surrendered for conversion, except the right to receive the Common Stock
in respect of such shares, shall cease and terminate. The involuntary conversion
of the shares of Series 3 Preferred Stock for the Common Stock upon the
Involuntary Conversion Date shall take place at the principal place of business
of the Corporation. On the Involuntary Conversion Date, the Corporation shall
tender such Common Stock against receipt of the certificate or certificates
representing the shares of Series 3 Preferred Stock being converted.

         (iv) If any portion of the applicable redemption price under Sections 7
or 8 shall not be paid by the Corporation within seven (7) calendar days after
the date due, interest shall accrue thereon at the rate of 15% per annum until
the redemption price plus all such interest is paid in full (which amount shall
be paid as liquidated damages and not as a penalty). In addition, if any portion
of such redemption price remains unpaid for more than seven (7) calendar days
after the date due, the holder of the Series 3 Preferred Stock subject to such
redemption may elect, by written notice to the Corporation given within 30 days
after the date due, to either (i) demand conversion in accordance with the
formula and the time frame therefor set forth in Section 8 of all of the shares
of Series 3 Preferred Stock for which such redemption price, plus accrued
liquidated damages thereof, has not been paid in full (the "Unpaid Redemption
Shares"), in which event the Conversion Price for such shares shall be the lower
of the

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Current Market Price of the Corporation's Common Stock on the date such
redemption price was originally due and the Current Market Price of the
Corporation's Common Stock as of the holder's written demand for conversion, or
(ii) invalidate ab initio such redemption, notwithstanding anything herein
contained to the contrary. If the holder elects option (i) above, the
Corporation shall within five (5) trading days of its receipt of such election
deliver to the holder the shares of Common Stock issuable upon conversion of the
Unpaid Redemption Shares subject to such holder conversion demand and otherwise
perform its obligations hereunder with respect thereto; or, if the holder elects
option (ii) above, the Corporation shall promptly, and in any event not later
than five (5) trading days from receipt of holder's notice of such election,
return to the holder all of the Unpaid Redemption Shares.

         (9) Upon any adjustment of the Conversion Price and the Conversion
Ratio then in effect pursuant to the provisions of Section 8, then, and in each
such case, the Corporation shall promptly deliver to each of the holders of
Series 3 Preferred Stock a certificate signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation setting forth in reasonable detail the
event requiring the adjustment, the method by which such adjustment was
calculated and the Conversion Price and Conversion Ratio then in effect
following such adjustment. Where appropriate, such notice to the holders of
Series 3 Preferred Stock may be given in advance. "

                  FIFTH: The foregoing Amendment of the Certificate of
Incorporation of the Corporation was authorized by unanimous consent of the
Board of Directors of the Corporation.





Signed on February 10, 2000                          ____________________
                                                     Darby S. Macfarlane
                                                     Chairperson of the Board
                                                     and Chief Executive Officer