<PAGE>   1


                                                                       Exhibit 4

FOURTH: Section 1. Capital Stock. The aggregate number of shares and the amount
of total authorized capital of the Corporation shall consist of 26,000,000
shares, of which 25,000,000 shares will be $.0001 par value common stock and
1,000,000 shares will be $.0001 par value preferred stock.

                  Section 2. Preferred Stock. Shares of Preferred Stock may be
issued from time to time in one or more classes or series as may be determined
from time to time by the board of directors of the corporation (the "Board of
Directors"), each such class or series to be distinctly designated. Except in
respect of the particulars fixed by the Board of Directors for classes or series
provided for by the Board of Directors as permitted hereby, all shares of
Preferred Stock shall be of equal rank and shall be identical. All shares of any
one series of Preferred Stock so designated by the Board of Directors shall be
alike in every particular, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall be
cumulative. The voting rights, if any, of each such class or series and the
preferences and relative, participating, optional and other special rights of
each such class or series and the qualifications, limitations and restrictions
thereof, if any, may differ from those of any and all other classes or series at
any time outstanding; and the Board of Directors of the corporation is hereby
expressly granted authority to fix, by resolutions duly adopted prior to the
issuance of any shares of a particular class or series of Preferred Stock so
designated by the Board of Directors, the voting powers of stock of such class
or series, if any, and the designations, preferences and relative,
participating, optional and other special rights and the qualifications,
limitations and restrictions of such class or series, including, but without
limiting the generality of the foregoing, the following:

                  (a) The distinctive designation of, and the number of shares
         of Preferred Stock which shall constitute such class or series, and
         such number may be increased (except where otherwise provided by the
         Board of Directors) or decreased (but not below the number of shares
         thereof then outstanding) from time to time by action of the Board of
         Directors;

                  (b) The rate and time at which, and the terms and conditions
         upon which, dividends, if any, on shares of Preferred Stock of such
         class or series shall be paid, the extent of the preference or
         relation, if any, of such dividends or the dividends payable on any
         other class or classes or of any series of the same or any other class
         or classes of stock and whether such dividends shall be cumulative or
         non-cumulative;

                  (c) The right, if any, of the holders of shares of Preferred
         Stock of such class or series to convert the same into, or exchange the
         same for, shares of any other class or classes or of any series of the
         same or any other class or classes of stock and the terms and
         conditions of such conversion or exchange;

                  (d) Whether or not shares of Preferred Stock of such class or
         series shall be subject to redemption, and the redemption price or
         prices and the time or times at which, and the terms and conditions
         upon which, shares of Preferred Stock of such class or series may be
         redeemed;


<PAGE>   2

                  (e) The rights, if any, of the holders of shares of Preferred
         Stock of such class or series upon the voluntary or involuntary
         liquidation of the corporation;

                  (f) The terms of the sinking fund or redemption or purchase
         account, if any, to be provided for the shares of Preferred Stock of
         such class or series; and

                  (g) The voting powers, if any, of the holders of shares of
         such class or series of Preferred Stock.

         The authorized capital of the Corporation may be increased or
decreased, as the case may be, at any time by the affirmative vote of the
holders of a majority of the capital stock of the Corporation.

         Section 3. Series A Preferred Stock. The Board has designated 3,000
shares of Preferred Stock as Series A 6% Convertible Preferred Stock (the
"Series A Preferred"), which shall have the following designations, rights and
preferences:

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1 Definitions. The terms defined in this Article whenever
used in this Certificate of Designation have the following respective meanings:

                  (a) "ADDITIONAL CAPITAL SHARES" has the meaning set forth in
Section 6.1(e).

                  (b) "AFFILIATE" has the meaning ascribed to such term in Rule
12b-2 under the Securities Exchange Act of 1934, as amended.

                  (c) "BUSINESS DAY" means a day other than Saturday, Sunday or
any day on which banks located in the State of New York are authorized or
obligated to close.

                  (d) "CAPITAL SHARES" means the Common Shares and any other
shares of any other class or series of common stock, whether now or hereafter
authorized and however designated, which have the right to participate in the
distribution of earnings and assets (upon dissolution, liquidation or
winding-up) of the Corporation.

                  (e) "COMMON SHARES" or "COMMON STOCK" means shares of common
stock, $.0001 par value, of the Corporation.

                  (f) "COMMON STOCK ISSUED AT CONVERSION" when used with
reference to the securities issuable upon conversion of the Series A Preferred
Stock, means all Common Shares now or hereafter Outstanding and securities of
any other class or series into which the Series A Preferred Stock hereafter
shall have been changed or substituted, whether now or hereafter created and
however designated.


<PAGE>   3


                  (g) "CONVERSION DATE" means any day on which all or any
portion of shares of the Series A Preferred Stock is converted in accordance
with the provisions hereof.

                  (h) "CONVERSION NOTICE" has the meaning set forth in Section
6.2.

                  (i) "CONVERSION PRICE" means on any date of determination the
applicable price for the conversion of shares of Series A Preferred Stock into
Common Shares on such day as set forth in Section 6.1.

                  (j) "CONVERSION RATIO" means on any date of determination the
applicable percentage of the Market Price for conversion of shares of Series A
Preferred Stock into Common Shares on such day as set forth in Section 6.1.

                  (k) "CORPORATION" means Opticon Medical, Inc., a Delaware
corporation, and any successor or resulting corporation by way of merger,
consolidation, sale or exchange of all or substantially all of the Corporation's
assets, or otherwise.

                  (l) "CURRENT MARKET PRICE" means on any date of determination
the closing bid price of a Common Share on such day as reported by The National
Association of Securities Dealers electronic bulletin board ("OTC/BB").

                  (m) "DIVIDEND PAYMENT DUE DATE" has the meaning set forth in
Section 4(a)(ii).

                  (n) "HOLDER" means The Shaar Fund Ltd., any successor thereto,
or any Person to whom the Series A Preferred Stock is subsequently transferred
in accordance with the provisions hereof.

                  (o) "LIQUIDATION PREFERENCE" has the meaning set forth in
Section 5(c).

                  (p) "MARKET DISRUPTION EVENT" means any event that results in
a material suspension or limitation of trading of Common Shares on OTC/BB.

                  (q) "MARKET PRICE" per Common Share means the average of the
closing bid prices of the Common Shares as reported by the OTC/BB for the
Valuation Period.

                  (r) "OUTSTANDING" when used with reference to Common Shares or
Capital Shares (collectively, "Shares"), means, on any date of determination,
all issued and outstanding Shares, and includes all such Shares issuable in
respect of outstanding scrip or any certificates representing fractional
interests in such Shares; provided, however, that any such Shares directly or
indirectly owned or held by or for the account of the Corporation or any
Subsidiary of the Corporation shall not be deemed "Outstanding" for purposes
hereof.

                  (s) "PERSON" means an individual, a corporation, partnership,
an association, a limited liability company, unincorporated business
organization, a trust or other entity or


<PAGE>   4


organization, and any government or political subdivision or any agency or
instrumentality thereof.

                  (t) "REGISTRATION RIGHTS AGREEMENT" means that certain
Registration Rights Agreement dated a date even herewith between the Corporation
and The Shaar Fund Ltd.

                  (u) "SEC" means the United States Securities and Exchange
Commission.

                  (v) "SECURITIES ACT" means the Securities Act of 1933, as
amended, and the rules and regulations of the SEC thereunder, all as in effect
at the time.

                  (w) "SECURITIES PURCHASE AGREEMENT" means that certain
Securities Purchase Agreement dated a date even herewith between the Corporation
and The Shaar Fund Ltd.

                  (x) "SERIES A PREFERRED STOCK" means the Series A 6%
Convertible Preferred Stock of the Corporation, or such other convertible
Preferred Stock exchanged therefor, as provided in Section 2.1.

                  (y) "STATED VALUE" has the meaning set forth in Article 2.

                  (z) "SUBSIDIARY" means any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are owned
directly or indirectly by the Corporation.

                  (aa) "TRADING DAY" means any day on which purchases and sales
of securities authorized for quotation on the OTC/BB are reported thereon and on
which no Market Disruption Event has occurred.

                  (bb) "VALUATION EVENT" has the meaning set forth in Section
6.1.

                  (cc) "VALUATION PERIOD" means the five (5) consecutive Trading
Day period immediately preceding the Conversion Date.

                  All references to "cash" or "$" herein means currency of the
United States of America.

                                    ARTICLE 2
                             DESIGNATION AND AMOUNT

         SECTION 2.1

                  The designation of this series, which consists of 3,000 shares
of Preferred Stock, is Series A 6% Convertible Preferred Stock (the "Series A
Preferred Stock") and the stated value shall be One Thousand Dollars ($1,000)
per share (the "Stated Value").



<PAGE>   5


                                    ARTICLE 3
                                      RANK

         SECTION 3.1

                  The Series A Preferred Stock shall rank (i) prior to the
Common Stock; (ii) prior to any class or series of capital stock of the
Corporation hereafter created other than "Pari Passu Securities" (collectively,
with the Common Stock, "Junior Securities"); and (iii) pari passu with any class
or series of capital stock of the Corporation hereafter created specifically
ranking on parity with the Series A Preferred Stock ("Pari Passu Securities").

                                    ARTICLE 4
                                    DIVIDENDS

         SECTION 4.1

                  (a) (i) The Holder shall be entitled to receive, and the Board
of Directors shall be required to declare, out of funds legally available for
the payment of dividends, dividends at the rate of 6% per annum (computed on the
basis of a 360-day year) (the "Dividend Rate") on the Stated Value of each share
of Series A Preferred Stock on and as of the Dividend Payment Due Date.
Dividends on the Series A Preferred Stock shall be cumulative from the date of
issue, whether or not declared for any reason, including if such declaration is
prohibited under any outstanding indebtedness or borrowings of the Corporation
or any of its Subsidiaries, or any other contractual provision binding on the
Corporation or any of its Subsidiaries, and whether or not there shall be funds
legally available for the payment thereof.

                           (ii) Each dividend shall be payable at the
Corporation's option, in Common Stock or cash on a pro rata basis, in equal
quarterly amounts on each March 31, June 30, September 30 and December 31 of
each year the Series A Preferred is outstanding (each, a "Dividend Payment Due
Date"), commencing June 30, 2000, to holders of record of shares of the Series A
Preferred as they appear on the stock records of the Corporation not more than
60 nor less than 10 days preceding the payment dates thereof, as shall be fixed
by the Board of Directors. For purposes hereof, "Dividend Period" means the
quarterly period commencing on and including the day after the immediately
preceding Dividend Payment Due Date and ending on and including the immediately
subsequent Dividend Payment Due Date. Accrued and unpaid dividends for any past
Dividend Period may be declared and paid at any time, without reference to any
Dividend Payment Due Date, to holders of record on such date, not more than 15
days preceding the payment date thereof, as may be fixed by the Board of
Directors.

                           (iii) At the option of the Corporation, the dividend
shall be paid in cash or through the issuance of duly and validly authorized and
issued, fully paid and nonassessable, freely tradeable shares of the Common
Stock valued at the Market Price. The Common Stock to be issued in lieu of cash
payments shall be registered for resale in the Registration Statement (as
defined in the Registration Rights Agreement) to be filed by the Corporation to
register the Common Stock issuable upon conversion of the shares of Series A
Preferred Stock and exercise of the Warrants as set forth in the Registration
Rights Agreement.


<PAGE>   6


                  (b) The Holder shall not be entitled to any dividends in
excess of the cumulative dividends, as herein provided, on the Series A
Preferred Stock. Except as provided in this Article 4, no interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend payment
or payments on the Series A Preferred Stock that may be in arrears.

                  (c) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on Pari Passu Securities for
any period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment on the Series A Preferred Stock for all Dividend Periods
terminating on or prior to the date of payment of the dividend on such class or
series of Pari Passu Securities. When dividends are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon shares of the Series A Preferred Stock and all dividends declared
upon any other class or series of Pari Passu Securities shall be declared
ratably in proportion to the respective amounts of dividends accumulated and
unpaid on the Series A Preferred Stock and accumulated and unpaid on such Pari
Passu Securities.

                  (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends shall be declared or paid or set apart for payment or
other distribution declared or made upon Junior Securities, nor shall any Junior
Securities be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of shares of Common Stock made for
purposes of an employee incentive or benefit plan (including a stock option
plan) of the Corporation or any subsidiary, (all such dividends, distributions,
redemptions or purchases being hereinafter referred to as a "Junior Securities
Distribution") for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any shares of any such stock) by the
Corporation, directly or indirectly, unless in each case (i) the full cumulative
dividends required to be paid on all outstanding shares of the Series A
Preferred Stock and any other Pari Passu Securities shall have been paid or set
apart for payment for all past Dividend Periods with respect to the Series A
Preferred Stock and all past dividend periods with respect to such Pari Passu
Securities, and (ii) sufficient funds shall have been paid or set apart for the
payment of the dividend for the current Dividend Period with respect to the
Series A Preferred and the current dividend period with respect to the Pari
Passu Securities.

                                    ARTICLE 5
                             LIQUIDATION PREFERENCE

         SECTION 5.1

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


<PAGE>   7


laws or any other applicable Federal or state bankruptcy, insolvency or similar
law resulting in the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order shall be unstayed and in effect for a
period of thirty (30) consecutive days and, on account of any such event, the
Corporation shall liquidate, dissolve or wind up, or if the Corporation shall
otherwise liquidate, dissolve or wind up (each such event being considered a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock of the Corporation upon liquidation, dissolution or winding up
unless prior thereto, the holders of shares of Series A Preferred Stock, subject
to Article 5, shall have received the Liquidation Preference with respect to
each share. If upon the occurrence of a Liquidation Event, the assets and funds
available for distribution among the holders of the Series A Preferred Stock and
holders of Pari Passu Securities shall be insufficient to permit the payment to
such holders of the preferential amounts payable thereon, then the entire assets
and funds of the Corporation legally available for distribution to the Series A
Preferred Stock and the Pari Passu Securities shall be distributed ratably among
such shares in proportion to the ratio that the Liquidation Preference payable
on each such share bears to the aggregate Liquidation Preference payable on all
such shares.

                  (b) At the option of each Holder, the sale, conveyance or
disposition of all or substantially all of the assets of the Corporation, the
effectuation by the Corporation of a transaction or series of related
transactions (or excluding circumstances pursuant to the Securities Purchase
Agreement or transfers to a subsidiary controlled by the Corporation) in which
more than 50% of the voting power of the Corporation is disposed of, or the
consolidation, merger or other business combination of the Corporation with or
into any other Person or Persons where the Corporation is not the survivor shall
either: (i) be deemed to be a liquidation, dissolution or winding up of the
Corporation pursuant to which the Corporation shall be required to distribute,
upon consummation of and as a condition to, such transaction an amount equal to
one hundred percent (100%) of the Liquidation Preference with respect to each
outstanding share of Series A Preferred Stock in accordance with and subject to
the terms of this Article 5 or (ii) be treated pursuant to Article 5(c)(iii)
hereof; provided, that all holders of Series A Preferred Stock shall be deemed
to elect the option set forth in clause (i) hereof if at least a majority in
interest of such holders elect such option.

                  (c) For purposes hereof, the "Liquidation Preference" with
respect to a share of the Series A Preferred Stock shall mean an amount equal to
the sum of (i) the Stated Value thereof, plus (ii) the aggregate of all accrued
and unpaid dividends on such share of Series A Preferred Stock until the
Dividend Payment Due Date; provided that, in the event of an actual liquidation,
dissolution or winding up of the Corporation, the amount referred to in clause
(iii) above shall be calculated by including accrued and unpaid dividends to the
actual date of such liquidation, dissolution or winding up, rather than the
Dividend Payment Due Date referred to above.


<PAGE>   8


                                    ARTICLE 6
                          CONVERSION OF PREFERRED STOCK

         SECTION 6.1 Conversion; Conversion Price. At the option of the Holder,
the shares of Preferred Stock may be converted, either in whole or in part, into
Common Shares (calculated as to each such conversion to the nearest 1/100th of a
share), at any time, and from time to time, at a Conversion Price per share of
Common Stock equal to the lesser of: (a) $4.50 and (b) 65% of the Market Price;
provided, however, that:

                  (a) notwithstanding anything herein to the contrary, the
Holder shall not have the right, and the Company shall not have the obligation,
to convert all or any portion of the Series A Preferred Stock (and the Company
shall not have the right to pay dividends on the Series A Preferred Stock in
shares of common stock) if and to the extent that the issuance to the Holder of
shares of common stock upon such conversion (or payment of dividends) would
result in the Holder being deemed the "beneficial owner" of 5% or more of the
then outstanding shares of Common Stock within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder; and

                  (b) unless the Corporation shall have obtained the approval of
its voting stockholders to such issuance in accordance with the rules of the
OTC/BB or such other stock market with which the Corporation shall be required
to comply, or unless such rules do not require shareholder approval, the
Corporation shall not issue shares of Common Stock (i) upon conversion of any
shares of Series A Preferred Stock or (ii) as a dividend on the Series A
Preferred Stock, if such issuance of Common Stock, when added to the number of
shares of Common Stock previously issued by the Corporation (i) upon conversion
of shares of the Series A Preferred Stock, (ii) upon exercise of the Warrants
issued pursuant to the terms of the Securities Purchase Agreement and (iii) in
payment of dividends on the Series A Preferred Stock, would be in excess of
19.99% of the number of shares of the Corporation's Common Stock which were
issued and outstanding on the Conversion Date (the "Maximum Issuance Amount").
In the event that a properly executed Conversion Notice is received by the
Corporation which would require the Corporation to issue shares of Common Stock
equal to or in excess of the Maximum Issuance Amount, the Corporation shall
honor such conversion request by (i) converting the number of shares of Series A
Preferred Stock stated in the Conversion Notice not in excess of the Maximum
Issuance Amount and (ii) at the Company's option (A) redeeming the number of
shares of Series A Preferred Stock stated in the Conversion Notice equal to or
in excess of the Maximum Issuance Amount in cash at a price equal to one hundred
and twenty percent (120%) of the Stated Value of the shares of Series A
Preferred Stock to be so redeemed, together with the fair market value of all
accrued and unpaid dividends thereon, or (B) obtaining such stockholder approval
within 45 days of the relevant Conversion Notice. If such stockholder approval
is not so obtained within such 45 day period, the Company shall redeem the
number of shares named in the relevant Conversion Notice in excess of the
Maximum Issuance Amount as described in clause (ii)(A) above. In the event that
the Corporation shall elect to pay a dividend in shares of Common Stock which
would require the Corporation to issue shares of Common Stock equal to or in
excess of the Maximum Issuance Amount, the Corporation shall pay (i) a dividend
in shares of Common Stock equal to one less


<PAGE>   9


than an amount which would result in the Corporation issuing shares equal to the
Maximum Issuance Amount and (ii) the balance of the dividend in cash.

                  (c) The number of shares of Common Stock due upon conversion
of Series A Preferred Stock shall be (i) the number of shares of Series A
Preferred Stock to be converted, multiplied by (ii) the Stated Value and divided
by (iii) the applicable Conversion Price.

                  (d) Within two (2) Business Days of the occurrence of a
Valuation Event, the Corporation shall send notice (the "Valuation Event
Notice") of such occurrence to the Holder. Notwithstanding anything to the
contrary contained herein, if a Valuation Event occurs during any Valuation
Period, a new Valuation Period shall begin on the Trading Day immediately
following the occurrence of such Valuation Event and end on the Conversion Date;
provided that, if a Valuation Event occurs on the fifth day of any Valuation
Period, then the Conversion Price shall be the Current Market Price of the
Common Shares on such day; and provided, further, that the Holder may, in its
discretion, postpone such Conversion Date to a Trading Day which is no more than
five (5) Trading Days after the occurrence of the latest Valuation Event by
delivering a notification to the Corporation within two (2) Business Days of the
receipt of the Valuation Event Notice. In the event that the Holder deems the
Valuation Period to be other than the five (5) Trading Days immediately prior to
the Conversion Date, the Holder shall give written notice of such fact to the
Corporation in the related Conversion Notice at the time of conversion.

                  (e) For purposes of this Section 6.1, a "Valuation Event"
shall mean an event in which the Corporation at any time during a Valuation
Period takes any of the following actions:

                           (i) subdivides or combines its Capital Shares;

                           (ii) makes any distribution of its Capital Shares;

                           (iii) issues any additional Capital Shares (the
"Additional Capital Shares"), otherwise than as provided in the foregoing
Sections 6.1(a) and 6.1(b) above, at a price per share less, or for other
consideration lower, than the Current Market Price in effect immediately prior
to such issuances, or without consideration, except for issuances under employee
benefit plans consistent with those presently in effect and issuances under
presently outstanding warrants, options or convertible securities;

                           (iv) issues any warrants, options or other rights to
subscribe for or purchase any Additional Capital Shares and the price per share
for which Additional Capital Shares may at any time thereafter be issuable
pursuant to such warrants, options or other rights shall be less than the
Current Market Price in effect immediately prior to such issuance;

                           (v) issues any securities convertible into or
exchangeable or exercisable for Capital Shares and the consideration per share
for which Additional Capital Shares may at any time thereafter be issuable
pursuant to the terms of such convertible,


<PAGE>   10


exchangeable or exercisable securities shall be less than the Current Market
Price in effect immediately prior to such issuance;

                           (vi) makes a distribution of its assets or evidences
of indebtedness to the holders of its Capital Shares as a dividend in
liquidation or by way of return of capital or other than as a dividend payable
out of earnings or surplus legally available for the payment of dividends under
applicable law or any distribution to such holders made in respect of the sale
of all or substantially all of the Corporation's assets (other than under the
circumstances provided for in the foregoing Sections 6.1(e)(i) through
6.1(e)(v)); or

                           (vii) takes any action affecting the number of
Outstanding Capital Shares, other than an action described in any of the
foregoing Sections 6.1(a) through 6.1(f) hereof, inclusive, which in the opinion
of the Corporation's Board of Directors, determined in good faith, would have a
material adverse effect upon the rights of the Holder at the time of a
conversion of the Preferred Stock.

         SECTION 6.2 Exercise of Conversion Privilege. (a) Conversion of the
Series A Preferred Stock may be exercised, in whole or in part, by the Holder by
telecopying an executed and completed notice of conversion in the form annexed
hereto as Annex I (the "Conversion Notice") to the Corporation. Each date on
which a Conversion Notice is telecopied to and received by the Corporation in
accordance with the provisions of this Section 6.2 shall constitute a Conversion
Date. The Corporation shall convert the Series A Preferred Stock and issue the
Common Stock Issued at Conversion effective as of the Conversion Date. The
Conversion Notice also shall state the name or names (with addresses) of the
persons who are to become the holders of the Common Stock issued at Conversion
in connection with such conversion. The Holder shall deliver the shares of
Series A Preferred Stock to the Corporation by express courier within 30 days
following the date on which the telecopied Conversion Notice has been
transmitted to the Corporation. Upon surrender for conversion, the Series A
Preferred Stock shall be accompanied by a proper assignment thereof to the
Corporation or be endorsed in blank. As promptly as practicable after the
receipt of the Conversion Notice as aforesaid, but in any event not more than
five Business Days after the Corporation's receipt of such Conversion Notice,
the Corporation shall (i) issue the Common Stock issued at Conversion in
accordance with the provisions of this Article 6, and (ii) cause to be mailed
for delivery by overnight courier to the Holder (X) a certificate or
certificate(s) representing the number of Common Shares to which the Holder is
entitled by virtue of such conversion, (Y) cash, as provided in Section 6.3, in
respect of any fraction of a Share issuable upon such conversion and (Z) cash or
shares in the amount of accrued and unpaid related dividends as of the
Conversion Date. Such conversion shall be deemed to have been effected at the
time at which the Conversion Notice indicates so long as the Series A Preferred
Stock shall have been surrendered as aforesaid at such time, and at such time
the rights of the Holder of the Series A Preferred Stock, as such, shall cease
and the Person and Persons in whose name or names the Common Stock Issued at
Conversion shall be issuable shall be deemed to have become the holder or
holders of record of the Common Shares represented thereby. The Conversion
Notice shall constitute a contract between the Holder and the Corporation,
whereby the Holder shall be deemed to subscribe for the number of Common Shares
which it will be entitled to receive upon such conversion and, in payment and
satisfaction of such subscription (and for any cash adjustment to which it is
entitled pursuant to Section 6.4),


<PAGE>   11


to surrender the Series A Preferred Stock and to release the Corporation from
all liability thereon. No cash payment aggregating less than $1.00 shall be
required to be given unless specifically requested by the Holder.

                  (b) Subject to Sections 6.1(a) and (b) if, at any time (i) the
Corporation challenges, disputes or denies the right of the Holder hereof to
effect the conversion of the Preferred Stock into Common Shares or otherwise
dishonors or rejects any Conversion Notice delivered in accordance with this
Section 6.2 or (ii) any third party who is not and has never been an Affiliate
of the Holder commences any lawsuit or proceeding or otherwise asserts any claim
before any court or public or governmental authority which seeks to challenge,
deny, enjoin, limit, modify, delay or dispute the right of the Holder hereof to
effect the conversion of the Preferred Stock into Common Shares, then the Holder
shall have the right, by written notice to the Corporation, to require the
Corporation to promptly redeem the Series A Preferred Stock for cash at a
redemption price equal to one hundred twenty percent (120%) of the Stated Value
thereof together with all accrued and unpaid dividends thereon (the "Mandatory
Purchase Amount"). Under any of the circumstances set forth above, the
Corporation shall be responsible for the payment of all reasonable costs and
expenses of the Holder, including reasonable legal fees and expenses, as and
when incurred in disputing any such action or pursuing its rights hereunder (in
addition to any other rights of the Holder).

         SECTION 6.3 Fractional Shares. No fractional Common Shares or scrip
representing fractional Common Shares shall be issued upon conversion of the
Series A Preferred Stock. Instead of any fractional Common Shares which
otherwise would be issuable upon conversion 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. No cash payment of less than $1.00 shall be required
to be given unless specifically requested by the Holder.

         SECTION 6.4 Reclassification, Consolidation, Merger or Mandatory Share
Exchange. At any time while the Series A Preferred Stock remains outstanding and
any shares thereof have not been converted, in case of any reclassification or
change of Outstanding Common Shares issuable upon conversion of the Series A
Preferred Stock (other than a change in par value, or from par value to no par
value per share, or from no par value per share to par value or as a result of a
subdivision or combination of outstanding securities issuable upon conversion of
the Series A Preferred Stock) or in case of any consolidation, merger or
mandatory share exchange of the Corporation with or into another corporation
(other than a merger or mandatory share exchange with another corporation in
which the Corporation is a continuing corporation and which does not result in
any reclassification or change, other than a change in par value, or from par
value to no par value per share, or from no par value per share to par value, or
as a result of a subdivision or combination of Outstanding Common Shares upon
conversion of the Series A Preferred Stock), or in the case of any sale or
transfer to another corporation of the property of the Corporation as an
entirety or substantially as an entirety, the Corporation, or such successor,
resulting or purchasing corporation, as the case may be, shall, without payment
of any additional consideration therefor, execute a new Series A Preferred Stock
providing that the Holder shall have the right to convert such new Series A
Preferred Stock (upon terms and conditions not less favorable to the Holder than
those in effect pursuant to the Series A Preferred Stock) and to receive upon
such exercise, in lieu of each Common Share theretofore issuable upon conversion


<PAGE>   12


of the Series A Preferred Stock, the kind and amount of shares of stock, other
securities, money or property receivable upon such reclassification, change,
consolidation, merger, mandatory share exchange, sale or transfer by the holder
of one Common Share issuable upon conversion of the Series A Preferred Stock had
the Series A Preferred Stock been converted immediately prior to such
reclassification, change, consolidation, merger, mandatory share exchange or
sale or transfer. The provisions of this Section 6.4 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, mandatory share
exchanges and sales and transfers.

         SECTION 6.5 Adjustments to Conversion Ratio. For so long as any shares
of the Series A Preferred Stock are outstanding, if the Corporation (i) issues
and sells pursuant to an exemption from registration under the Securities Act
(A) Common Shares at a purchase price on the date of issuance thereof that is
lower than the Conversion Price, (B) warrants or options with an exercise price
representing a percentage of the Current Market Price with an exercise price on
the date of issuance of the warrants or options that is lower than the
Conversion Price, except for employee stock option agreements or stock incentive
agreements of the Corporation, or (C) convertible, exchangeable or exercisable
securities with a right to exchange at lower than the Current Market Price on
the date of issuance or conversion, as applicable, of such convertible,
exchangeable or exercisable securities, except for stock option agreements or
stock incentive agreements; and (ii) grants the right to the purchaser(s)
thereof to demand that the Corporation register under the Securities Act such
Common Shares issued or the Common Shares for which such warrants or options may
be exercised or such convertible, exchangeable or exercisable securities may be
converted, exercised or exchanged, then the Conversion Ratio shall be reduced to
equal the lowest of any such lower rates.

         SECTION 6.6 Mandatory Conversion. On the third anniversary of the
filing of this Certificate of Designation (the "Mandatory Conversion Date"), the
Corporation shall convert all Series A Preferred Stock outstanding at the
Conversion Price. Notwithstanding the previous sentence, in no event shall the
Corporation convert that portion of the Series A Preferred Stock to the extent
that the issuance of Common Shares upon conversion of such Series A Preferred
Stock, when combined with shares of Common Shares received upon other
conversions of Series A Preferred Stock by such Holder and any other holders of
Series A Preferred Stock and Warrants, would exceed 19.99% of the Common Stock
outstanding on the Mandatory Conversion Date, unless the Corporation's
shareholders approve the issuance of an amount of the Corporation's Common Stock
in excess of the 19.99% threshold. Within ten (10) Business Days after the
Mandatory Conversion Date, the Corporation shall redeem all remaining
outstanding shares of Series A Preferred Stock in excess of the 19.99% threshold
at one hundred and twenty percent (120%) of the Stated Value thereof, together
with all accrued and unpaid dividends thereon, in cash, to the date of
redemption.

                                    ARTICLE 7
                                  VOTING RIGHTS

                  The holders of the Series A Preferred Stock have no voting
power, except as otherwise provided by the Delaware General Corporation Law
("DGCL"), in this Article 7, and in Article 8 below.


<PAGE>   13


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

                  To the extent that under the DGCL the vote of the holders of
the Series A Preferred Stock, voting separately as a class or series as
applicable, is required to authorize a given action of the Corporation, the
affirmative vote or consent of the holders of at least a majority of the shares
of the Series A Preferred Stock represented at a duly held meeting at which a
quorum is present or by written consent of a majority of the shares of Series A
Preferred Stock (except as otherwise may be required under the DGCL) shall
constitute the approval of such action by the class. To the extent that under
the DGCL holders of the Series A Preferred Stock are entitled to vote on a
matter with holders of Common Stock, voting together as one class, each share of
Series A Preferred Stock shall be entitled to a number of votes equal to the
number of shares of Common Stock into which it is then convertible using the
record date for the taking of such vote of shareholders as the date as of which
the Conversion Price is calculated. Holders of the Series A Preferred Stock
shall be entitled to notice of all shareholder meetings or written consents (and
copies of proxy materials and other information sent to shareholders) with
respect to which they would be entitled tonight, which notice would be provided
pursuant to the Corporation's bylaws and the DGCL.

                                    ARTICLE 8
                              PROTECTIVE PROVISIONS

         SECTION 8.1 Restrictions. So long as shares of Series A Preferred Stock
are outstanding, the Corporation shall not, without first obtaining the approval
(by vote or written consent, as provided by the DGCL) of the holders of at least
a majority of the then outstanding shares of Series A Preferred Stock:

                  (a) alter or change the rights, preferences or privileges of
the Series A Preferred Stock;

                  (b) create any new class or series of capital stock having a
preference over the Series A Preferred Stock as to distribution of assets upon
liquidation, dissolution or winding up of the Corporation ("Senior Securities")
or alter or change the rights, preferences or privileges of any Senior
Securities so as to affect adversely the Series A Preferred Stock;


<PAGE>   14


                  (c) increase the authorized number of shares of Series A
Preferred Stock;

                  (d) issue or sell to any Person other than the Holder shares
of Series A Preferred Stock; or

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

         SECTION 8.2 Dissenting Holder's Conversion Rights. In the event holders
of at least a majority of the then outstanding shares of Series A Preferred
Stock agree to allow the Corporation to alter or change the rights, preferences
or privileges of the shares of Series A Preferred Stock, pursuant to Section
8.1(a) above, so as to affect the Series A Preferred Stock, then the Corporation
will deliver notice of such approved change to the holders of the Series A
Preferred Stock that did not agree to such alteration or change (the "Dissenting
Holders") and Dissenting Holders shall have the right for a period of thirty
(30) days to convert pursuant to the terms of this Certificate of Designation as
they exist prior to such alteration or change or continue to hold their shares
of Series A Preferred Stock.

                                    ARTICLE 9
                                  MISCELLANEOUS

         SECTION 9.1 Loss, Theft, Destruction of Preferred Stock. Upon receipt
of evidence satisfactory to the Corporation of the loss, theft, destruction or
mutilation of shares of Series A Preferred Stock and, in the case of any such
loss, theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Corporation, or, in the case of any such mutilation, upon
surrender and cancellation of the Series A Preferred Stock, the Corporation
shall make, issue and deliver, in lieu of such lost, stolen, destroyed or
mutilated shares of Series A Preferred Stock, new shares of Series A Preferred
Stock of like tenor. The Series A Preferred Stock shall be held and owned upon
the express condition that the provisions of this Section 9.1 are exclusive with
respect to the replacement of mutilated, destroyed, lost or stolen shares of
Series A Preferred Stock and shall preclude any and all other rights and
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement of negotiable instruments or other
securities without the surrender thereof.

         SECTION 9.2 Who Deemed Absolute Owner. The Corporation may deem the
Person in whose name the Series A Preferred Stock shall be registered upon the
registry books of the Corporation to be, and may treat it as, the absolute owner
of the Series A Preferred Stock for the purpose of receiving payment of
dividends on the Series A Preferred Stock, for the conversion of the Series A
Preferred Stock and for all other purposes, and the Corporation shall not be
affected by any notice to the contrary. All such payments and such conversion
shall be valid and effectual to satisfy and discharge the liability upon the
Series A Preferred Stock to the extent of the sum or sums so paid or the
conversion so made.


<PAGE>   15


         SECTION 9.3 Notice of Certain Events. In the case of the occurrence of
any event described in Sections 6.1, 6.6 or 6.7 of this Certificate of
Designation, the Corporation shall cause to be mailed to the Holder of the
Series A Preferred Stock at its last address as it appears in the Corporation's
security registry, at least twenty (20) days prior to the applicable record,
effective or expiration date hereinafter specified (or, if such twenty (20) days
notice is not possible, at the earliest possible date prior to any such record,
effective or expiration date), a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution, issuance or
granting of rights, options or warrants, or if a record is not to be taken, the
date as of which the holders of record of Series A Preferred Stock to be
entitled to such dividend, distribution, issuance or granting of rights, options
or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective, and the date as of which it is expected that
holders of record of Series A Preferred Stock will be entitled to exchange their
shares for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale transfer, dissolution, liquidation
or winding-up.

         SECTION 9.4 Register. The Corporation shall keep at its principal
office a register in which the Corporation shall provide for the registration of
the Series A Preferred Stock. Upon any transfer of the Series A Preferred Stock
in accordance with the provisions hereof, the Corporation shall register such
transfer on the Series A Preferred Stock register.

         The Corporation may deem the person in whose name the Series A
Preferred Stock shall be registered upon the registry books of the Corporation
to be, and may treat it as, the absolute owner of the Series A Preferred Stock
for the purpose of receiving payment of dividends on the Series A Preferred
Stock, for the conversion of the Series A Preferred Stock and for all other
purposes, and the Corporation shall not be affected by any notice to the
contrary. All such payments and such conversions shall be valid and effective to
satisfy and discharge the liability upon the Series A Preferred Stock to the
extent of the sum or sums so paid or the conversion or conversions so made.

         SECTION 9.5 Withholding. To the extent required by applicable law, the
Corporation may withhold amounts for or on account of any taxes imposed or
levied by or on behalf of any taxing authority in the United States having
jurisdiction over the Corporation from any payments made pursuant to the Series
A Preferred Stock.

         SECTION 9.6 Headings. The headings of the Articles and Sections of this
Certificate of Designation are inserted for convenience only and do not
constitute a part of this Certificate of Designation."

NINTH: Elections of directors need not be by written ballot unless the By-Laws
of the Corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as
the By-Laws may provide. The books of the Corporation may be kept (subject to
any provision contained in the Delaware General Corporation Law) outside the
State of Delaware at such place or places as


<PAGE>   16


may be designated from time to time by the Board of Directors or in the By-Laws
of the Corporation.

TENTH:The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meeting. The annual meetings of stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors,
and transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting as
the laws of the State of Delaware shall provide.

         Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, special meetings of stockholders, for any
purpose or purposes, may be called by either (i) the Chairman, if there be one,
or (ii) the President, (iii) any Vice President, if there be one or (iv) the
Secretary and shall be called by any such officer at the request in writing of a
majority of the Board of Directors or the holders of a majority of the
outstanding voting shares. Such request shall state the purpose or purposes of
the proposed meeting. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called shall be given to each stockholder entitled to vote at such meeting as
the laws of the State of Delaware shall provide.

         Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of one-third of the common stock
issued and outstanding and entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting, if a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. 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 entitled to vote at the meeting.


<PAGE>   17


         Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these Bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote. Each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each share of the
common stock entitled to vote held by such stockholder. Such votes may be cast
in person or by proxy but no proxy shall be voted on or after three years from
its date, unless such proxy provides for a longer period. The Board of
Directors, in its discretion, or the officer of the Corporation presiding at a
meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

         Section 6. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to the stockholders who are entitled to examine the stock
ledger, any list required by the General Corporation Law of the State of
Delaware or the books of the Corporation, or to vote in person or by proxy at
any meeting of stockholders.

         Section 7. Action by Consent of all Stockholders. Any action required
to be taken at any annual or special meeting of the 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. Such written consent or
consents shall be filed with the minutes of the Corporation. Prompt notice of
the taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                                    ARTICLE V
                                      STOCK

         Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.

         Section 2. Signatures. Where a certificate is counter-signed by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case 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 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate,


<PAGE>   18


the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

         Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.

         Section 5. 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 entitled 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 days nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors fix a new record date for the adjourned
meeting.

         Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

                                   ARTICLE VI
                                    NOTICES

         Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by facsimile, telegram, telex or cable.

         Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.


<PAGE>   19


                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. Dividends. Dividends upon the common stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property or in shares of the common stock.
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for any proper purpose, and the
Board of Directors may modify or abolish any such reserve.

         Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 1. Amendments. These Bylaws may be altered, amended or
repealed, in whole or in part, or new bylaws may be adopted by the stockholders
or by the Board of Directors, provided, however, that notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of such
meeting of stockholders or Board of Directors as the case may be. All such
amendments must be approved by either the holders of a majority of the
outstanding common stock entitled to vote or by a majority of the entire Board
of Directors then in office.

         Section 2. Entire Board of Directors. As used in this Article IX and in
these Bylaws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.