EXHIBIT 10.6

                           CERTIFICATE OF DESIGNATIONS
                RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
                OF 6% SERIES G CUMULATIVE CONVERTIBLE REDEEMABLE
                        PREFERRED STOCK BY RESOLUTION OF
                            THE BOARD OF DIRECTORS OF
                                  eGLOBE, INC.

                     PURSUANT TO SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

                       6% SERIES G CUMULATIVE CONVERTIBLE
                           REDEEMABLE PREFERRED STOCK

         I,  Christopher  J. Vizas,  Chairman of the Board of eGlobe,  Inc. (the
"Corporation"),  a corporation organized and existing under and by virtue of the
General  Corporation  Law of the State of Delaware  ("DGCL"),  DO HEREBY CERTIFY
that,  pursuant  to  authority  conferred  upon the  Board of  Directors  by the
Restated  Certificate of  Incorporation,  as amended,  of the  Corporation  (the
"Certificate of Incorporation"),  the Board of Directors, in accordance with the
provisions  of  Section  151 of the  DGCL,  adopted  the  following  resolution,
effective  as of June 8,  1999  providing  for the  creation  of the 6% Series G
Cumulative Convertible Redeemable Preferred Stock:

         RESOLVED   that,   pursuant  to  Article  IV  of  the   Certificate  of
Incorporation of the Corporation,  there be and hereby is authorized and created
a series of Cumulative  Convertible  Redeemable  Preferred Stock consisting of 1
share  having a par value of $.001 per share,  which  series shall be titled "6%
Series G Cumulative Convertible Redeemable Preferred Stock."

         The designations,  rights, preferences,  privileges and restrictions of
the 6% Series G Cumulative  Convertible Redeemable Preferred Stock shall be made
as follows:

         1.  Designation  and Amount.  This series of  Preferred  Stock shall be
designated and known as "6% Series G Cumulative Convertible Redeemable Preferred
Stock" (the "Series G Preferred  Stock") and shall  consist of 1 share.  The par
value of the Series G Preferred Stock shall be $.001 per share.  Certain defined
terms used herein are defined in paragraph 10 below.

         2. Voting.  2(a) Except as may be otherwise  provided by these terms of
the Series G Preferred  Stock or by law, the holders of Series G Preferred Stock
shall have no voting rights unless  dividends  payable on the shares of Series G
Preferred  Stock are in arrears  for six  quarterly  periods,  in which case the
holders of Series G

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Preferred  Stock  voting  separately  as  a  class with the shares  of any other
Preferred  Stock  having  similar  voting rights,  will  be entitled at the next
regular or special  meeting  of  stockholders  of  the  Corporation to elect one
director  (such  voting  rights  will  continue  until such time as the dividend
arrearage on Series G Preferred Stock has been paid in full).

         2(b) The affirmative  vote or consent of holders of at least 66 2/3% of
the  outstanding  shares of Series G Preferred  Stock will be  required  for the
issuance  of any  class or  series  of stock of the  Corporation  after the date
hereof  ranking  senior to or pari passu with the shares of Series G Convertible
Preferred Stock (other than the series of Preferred  Stock  authorized as of the
date  hereof and other than the Series G  Preferred  Stock,  which is  presently
proposed to be authorized) as to dividends or rights on liquidation,  winding up
and  dissolution.  Whenever  holders of Series G Preferred Stock are required or
permitted  to take any action by vote as a single  class or series,  such action
may be taken without a meeting by written  consent,  setting forth the action so
taken and signed by the holders of the Series G Preferred  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.

         3. Dividends. 3(a) The holders of the Series G Preferred Stock shall be
entitled to receive,  out of funds legally available  therefor,  when, as and if
declared  by the  Board  of  Directors,  cumulative  annual  dividends  of  6.0%
(computed on a simple basis,  without compounding) of the Liquidation Amount (as
defined below) per share of Series G Preferred Stock  outstanding (the "Accruing
Dividends"). Accruing Dividends shall accrue from the Issue Date (whether or not
the Corporation has earnings, there are funds legally available therefor or such
dividends are declared) and shall be fully cumulative.  Accruing Dividends shall
be payable annually out of assets legally available therefor on June 30 (each of
such  dates  being  hereinafter  referred  to  as a  "Dividend  Payment  Date"),
commencing June 30, 2000, when, as and if declared by the Board of Directors.

         3(b) On each Dividend  Payment Date  commencing  June 30, 2000, or upon
conversion of Series G Preferred Stock, Accruing Dividends, may at the option of
the  Corporation,   be  payable  (i)  in  cash,  (ii)  in  kind  in  fully  paid
nonassessable shares of Common Stock (including fractional shares, as necessary)
valued at the Market Price, or (iii) a combination  thereof;  provided,  however
that the Corporation may pay Accruing  Dividends in kind only to the extent that
such payment would not require shareholder  approvals  (including under rules of
the Nasdaq Stock Market) or such shareholder approvals shall have been obtained.

         3(c) All shares of Series G  Preferred  Stock  which may be issued as a
dividend  will  thereupon be duly  authorized,  validly  issued,  fully paid and
nonassessable.



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         3(d) The record  date for the  payment  of  Accruing  Dividends  shall,
unless  otherwise  altered  by the  Corporation's  Board  of  Directors,  be the
fifteenth day of the month immediately preceding the month in which the Dividend
Payment Date occurs, but in no event more than sixty (60) days nor less than ten
(10) days prior to the Dividend Payment Date

         3(e) No dividends  shall be granted on any Common Stock or other Junior
Stock  unless and until all accrued  but unpaid  dividends  with  respect to the
Series G Preferred Stock have been paid in full. Accruing Dividends shall not be
payable  unless and until all accrued but unpaid  dividends  with respect to any
Senior Stock then outstanding have been paid in full. All dividends with respect
to the  Series G  Preferred  Stock  shall be  payable  on a  parity  basis  with
dividends (including accrued but unpaid dividends) on Parity Stock.

         4. Liquidation.  4(a) (i) Upon any liquidation,  dissolution or winding
up of the Corporation,  whether voluntary or involuntary,  the holder(s) of each
outstanding  share of Series G Preferred  Stock shall first be entitled,  before
any  distribution  or payment  is made upon any Junior  Stock but after the full
liquidation  preference has been paid with respect to all Senior Stock, and on a
parity basis with all Parity Stock,  to be paid, in the case of each such share,
an  amount  equal to  $3,000,000  divided  by the  number  of shares of Series G
Preferred Stock then outstanding (the  "Liquidation  Amount"),  plus accrued and
unpaid dividends thereon (collectively,  the "Liquidation Preference").  If upon
such  liquidation,  dissolution  or  winding  up  of  the  Corporation,  whether
voluntary  or  involuntary,  the assets to be  distributed  among the holders of
Series G Preferred  Stock shall be insufficient to permit payment in full to all
holders of Series G Preferred Stock of the aggregate Liquidation  Preference and
the  amount  of any  payment  to all  holders  of any  other  class or series of
Preferred  Stock  ranking  on parity  with the  Series G  Preferred  Stock as to
liquidation,  then the entire  assets of the  Corporation  to be so  distributed
shall be distributed  ratably among the holders of Series G Preferred  Stock and
the holders of any other class or series of  Preferred  Stock  ranking on parity
with the Series G Preferred  Stock as to  liquidation,  in  accordance  with the
respective  amounts payable on liquidation upon the shares of Series G Preferred
Stock and such  Preferred  Stock  ranking on parity  with the Series G Preferred
Stock as to  liquidation.  After  payment  in full to the  holders  of  Series G
Preferred Stock of the aggregate Liquidation Preference as aforesaid, holders of
the Series G Preferred  Stock shall,  as such,  have no right or claim to any of
the remaining assets of the Corporation.

         (ii) Written notice of any such liquidation, dissolution or winding up,
stating a payment date and the place where said payments shall be made, shall be
given (A) by certified or registered mail, postage prepaid,  (B) by a nationally
known overnight  delivery service or (C) by hand, not less than 45 days prior to
the payment date stated therein,  to each holder of record of Series G Preferred
Stock,


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such notice to be  addressed to each such holder at its address as shown
by the records of the Corporation.

         4(b) None of the merger or the consolidation of the Corporation, or the
sale,  lease or  conveyance  of all or  substantially  all of its  property  and
business as an entirety,  shall be deemed to be a  liquidation,  dissolution  or
winding up of the  Corporation  within the meaning of this  paragraph  4, unless
such  sale,  lease,  or  conveyance  shall  be in  connection  with  a  plan  of
liquidation, dissolution or winding up of the Corporation.

         5. Conversion.  The holders of shares of Series G Preferred Stock shall
have the following conversion rights:

         5(a).  Right to  Convert.  (i) Subject to the terms and  conditions  of
paragraph 5, from and after October 1, 1999, any share or fraction of a share of
Series G Preferred  Stock shall be  convertible at the option of the holder into
such  number  of fully  paid and  nonassessable  shares  of  Common  Stock  (the
"Conversion  Rate") as is  obtained by (1)  multiplying  the number of shares or
fraction of a share of Series G Preferred  Stock by the  Liquidation  Amount and
(2)  dividing the result by the price (the  "Conversion  Price") that equals the
greater of (A) 75% of the Market Price of the Common Stock on the date notice of
conversion  is  received  by  the  Company  and  all  other   conditions  to  or
requirements  for the  conversion  of the  Series G  Preferred  Stock  have been
satisfied,  and (B)  $3.00  (which  $3.00,  as it may have  last  been  adjusted
pursuant to the terms hereof,  is referred to herein as the "Minimum  Conversion
Price").

         (ii) A holder's  rights of conversion  shall be exercised by the holder
thereof by giving  written  notice  that the  holder  elects to convert a stated
number of shares or fraction of a share of Series G Preferred  Stock into Common
Stock.  Such written  notice may be given by  telecopying a written and executed
notice of conversion to the  Corporation  at its main  telecopier  number at its
principal office and delivering within five (5) business days thereafter, to the
Corporation  at its  principal  office  (or such  other  office or agency of the
Corporation as the Corporation may designate by notice in writing to the holders
of the Series G  Preferred  Stock),  together  with a copy to the  Corporation's
transfer agent, the original notice of conversion by express  courier,  together
with a  certificate  or  certificates  for the shares to be so  converted,  duly
endorsed to the  Corporation  or in blank,  and with a statement  of the name or
names (with  address) in which the  certificate  or  certificates  for shares of
Common Stock shall be issued; provided,  however, that the Corporation shall not
be obligated to issue  certificates for shares of Common Stock in any name other
than the name or names set forth on the  certificates for the shares of Series G
Preferred Stock being converted unless all requirements for transfer of Series G
Preferred  Stock have been complied  with.  Conversion  shall be effective  upon
receipt by the  Corporation  and the  transfer  agent of the  telecopied  notice
(provided that the

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<PAGE>

original  notice  and  the  share  certificate  or  certificates are sent to the
Corporation and the transfer agent as contemplated above).

         (iii) In case of any  liquidation  of the  Corporation,  all  rights of
conversion  shall cease and  terminate  at the close of business on the business
day preceding the date fixed for payment of the amount to be  distributed to the
holders of the Series G Preferred Stock pursuant to paragraph 4.

         5(b). Issuance of Certificates;  Time Conversion Effected. (i) Promptly
after the receipt of the written notice  referred to in  subparagraph  5(a)(ii),
and surrender of the certificate or  certificates  for the share (or fraction of
share) of Series G Preferred Stock to be converted,  the Corporation shall issue
and  deliver or cause to be issued  and  delivered,  to such  holder of Series G
Preferred Stock or to such holder's nominee or nominees, registered in such name
or names as such holder may direct, a certificate or certificates for the number
of shares of Common  Stock,  including,  subject  to  subparagraph  5(c)  below,
fractional shares, as necessary,  issuable upon the conversion of such share (or
fraction  of share) of  Series G  Preferred  Stock.  Upon the  effectiveness  of
conversion  the  rights  of the  holder  of such  share or  shares  of  Series G
Preferred Stock being converted shall cease,  and the Person or Persons in whose
name or names any certificate or  certificates  for shares of Common Stock shall
be issuable  upon such  conversion  shall be deemed to have become the holder or
holders of record of the shares represented thereby.

         (ii) The  Corporation  shall  not be  obligated  to issue  certificates
evidencing the shares of Common Stock issuable upon such  conversion  unless the
certificates  evidencing  such  shares of Series G  Preferred  Stock are  either
delivered to the  Corporation or its transfer agent as provided  herein,  or the
holder  notifies the  Corporation or its transfer  agent that such  certificates
have been lost,  stolen or destroyed and executes an agreement  satisfactory  to
the  Corporation  to indemnify the  Corporation  from any loss incurred by it in
connection with such certificates.

         5(c).  Fractional  Shares;  Partial  Conversion.  In the event that the
computation  pursuant  to  subparagraph  5(a) of the  number of shares of Common
Stock issuable upon  conversion of shares of Series G Preferred Stock results in
any fractional share of Common Stock, the Corporation may, at its option,  issue
fractional shares or scrip representing fractional shares of Common Stock or pay
in cash  the  value  of  such  fractional  shares  of  Common  Stock  upon  such
conversion,  which for this purpose shall be deemed to equal the Market Price as
of the conversion date. In case the number of shares (or fraction of a share) of
Series  G  Preferred  Stock  represented  by  the  certificate  or  certificates
surrendered   pursuant  to  subparagraph  5(a)  exceeds  the  number  of  shares
converted, the Corporation shall, upon such conversion, issue and deliver to the
holder of the Certificate or Certificates so surrendered,  at the expense of the
Corporation,  a new  certificate  or  certificates  for the  number of shares of
Series  G  Preferred  Stock  represented  by  the  certificate  or  certificates
surrendered  which  are  not to be  converted,  and  which  new  certificate

                                      -5-

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or certificates shall entitle the holder thereof to the rights of the shares (or
fraction of a share) of Series G Preferred Stock represented thereby to the same
extent as if the Certificate  theretofore  covering such unconverted  shares had
not been surrendered for conversion.

         5(d).   Subdivision  or  Combination  of  Common  Stock.  In  case  the
Corporation  shall at any time subdivide (by any stock split,  stock dividend or
otherwise)  its  outstanding  shares of Common  Stock  into a greater  number of
shares,  the Minimum  Conversion Price shall be  proportionately  reduced,  and,
conversely,  in case the  outstanding  shares of Common  Stock shall be combined
into a  smaller  number  of  shares,  the  Minimum  Conversion  Price  shall  be
proportionately increased.

         5(e). Reorganization.  Reclassification. Merger or Distribution. If any
of the  following  shall  occur:  (i) any  consolidation  or merger to which the
Corporation  is a party  other  than a merger  in which the  Corporation  is the
continuing  corporation and which does not result in any reclassification of, or
change (other than a change in name,  or par value,  or from par value to no par
value,  or from no par value to par value,  or as a result of a  subdivision  or
combination)  in, the  outstanding  shares of Common Stock,  or (ii) any sale or
conveyance  of all or  substantially  all of the  property  or  business  of the
Corporation  as  an  entirety,  then,  as  a  condition  of  such  distribution,
reorganization,  classification,  consolidation,  merger,  sale  or  conveyance,
lawful and adequate  provisions  shall be made whereby each holder of a share or
shares of Series G Preferred  Stock shall  thereupon  have the right to receive,
upon the basis and upon the terms and conditions specified herein and in lieu of
the  shares  of  Common  Stock  immediately   theretofore  receivable  upon  the
conversion of such share or shares of Series G Preferred  Stock,  such shares of
stock,  securities,  evidence  of  indebtedness  or  assets  as may be issued or
payable  in such  transaction  with  respect to or in  exchange  for a number of
outstanding  shares of such  Common  Stock equal to the number of shares of such
Common Stock  immediately  theretofore  receivable upon such conversion had such
distribution, reorganization,  reclassification,  consolidation, merger, sale or
conveyance  not already  taken place,  and in such case  appropriate  provisions
shall be made with respect to the right and  interests of such holder to the end
that the provisions hereof shall thereafter be applicable,  as nearly as may be,
in relation to any shares of stock,  securities,  evidence  of  indebtedness  or
assets  thereafter  deliverable  upon the  exercise of such  conversion  rights.
Anything  herein to the  contrary  notwithstanding,  if the  provisions  of this
subparagraph 5(e) shall be deemed to apply to any distribution,  reorganization,
reclassification,  consolidation,  merger,  sale or conveyance in respect of the
Corporation  or its capital  stock,  no  duplicative  adjustments  shall be made
pursuant  to  subparagraph  5(d)  upon  the  occurrence  of  such  distribution,
reorganization, reclassification, consolidation, merger, sale or conveyance.

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         5(f).  Notice  of  Adjustment.  Upon  any  adjustment  of  the  Minimum
Conversion  Price, then and in each such case the Corporation shall give written
notice thereof, (i) by certified or registered mail, postage prepaid,  (ii) by a
nationally  known  overnight  delivery  service  or  (iii)  delivered  by  hand,
addressed to each holder of shares of Series G Preferred Stock at the address of
such holder as shown on the books of the  Corporation,  which notice shall state
the Minimum  Conversion Price resulting from such  adjustment,  setting forth in
reasonable detail the method upon which such calculation is based.

         5(g).  Other Notices.  In case at any time:

                (i)   the Corporation shall declare any dividend upon its Common
Stock payable in cash or stock or make any other  distribution to the holders of
its Common Stock;

                (ii)  the Corporation  shall offer for subscription pro rata to
the holders of its Common Stock any additional  shares of stock of any class or
other rights;

                (iii) there   shall  be any   distribution  (other  than  a cash
dividend) on the capital stock of the Corporation or capital  reorganization  or
reclassification of the capital stock of the Corporation,  or a consolidation or
merger of the Corporation  with or into, or a sale of all or  substantially  all
its assets to, another entity or entities; or

                (iv)  there shall be  a voluntary  or  involuntary  dissolution,
liquidation  or winding up of the Corporation;

then,  in any one or more of said  cases,  the  Corporation  shall  give  (A) by
certified or registered mail, return receipt requested,  postage prepaid, (B) by
a  nationally  known  overnight  delivery  service  or (C)  delivered  by  hand,
addressed  to each  holder  of any  shares of  Series G  Preferred  Stock at the
address  of such  holder  as shown on the books of the  Corporation  at least 30
days'  prior  written  notice of the date on which the books of the  Corporation
shall  close or a  record  shall be taken  for such  dividend,  distribution  or
subscription  rights or for  determining  rights to vote in  respect of any such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or winding up and the date when the same  shall  take  place.  Such
notice in accordance with the foregoing sentence shall also specify, in the case
of any such dividend, distribution or subscription rights, the date on which the
holders of Common  Stock  shall be  entitled  thereto  and the date on which the
holders of Common  Stock shall be entitled to exchange  their  Common  Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up, as the case may be.

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         5(h). Stock to be Reserved.  The Corporation  shall at all times,  from
and  after  the date on  which  the  Series  G  Preferred  Stock  first  becomes
convertible,  reserve and keep  available  out of its  authorized  but  unissued
Common Stock, solely for the purpose of issuance upon the conversion of Series G
Preferred  Stock as herein  provided,  such number of shares of Common  Stock as
shall then be issuable upon the conversion of all outstanding shares of Series G
Preferred Stock. The Corporation covenants that all shares of Common Stock which
shall  be so  issued  shall  be duly  and  validly  issued  and  fully  paid and
nonassessable  and free from all taxes,  liens and charges  with  respect to the
issue  thereof,  and,  without  limiting the  generality of the  foregoing,  the
Corporation covenants that it will from time to time take all such action as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the Minimum  Conversion Price in effect at the time.
The Corporation will take all such action as may be necessary to assure that all
such shares of Common Stock may be so issued without violation of any applicable
law or regulation,  or of any  requirement of any national  securities  exchange
upon which the Common  Stock may be listed.  The  Corporation  will not take any
action which results in any  adjustment of the Minimum  Conversion  Price if the
total number of shares of Common  Stock  issued and  issuable  after such action
upon conversion of the Series G Preferred Stock would exceed the total number of
shares of Common Stock then authorized by the Certificate of Incorporation.

         5(i). Reissuance of Preferred Stock. Shares of Series G Preferred Stock
which are converted into shares of Common Stock as provided  herein shall resume
the  status of  authorized  and  unissued  shares  of  Preferred  Stock  without
designation as to series or class until shares are once more  designated as part
of a particular series or class by the Board of Directors of the Corporation.

         5(j).  Issue Tax.  The  issuance of  certificates  for shares of Common
Stock upon  conversion of Series G Preferred  Stock shall be made without charge
to the holders thereof for any issuance tax in respect thereof;  provided.  that
the  Corporation  shall not be  required  to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the holder of the Series G Preferred Stock which is
being converted.

         5(k).  Closing  of Books.  The  Corporation  will at no time  close its
transfer  books  against the transfer of any Series G Preferred  Stock or of any
shares of Common Stock issued or issuable  upon the  conversion of any shares of
Series G  Preferred  Stock  in any  manner  which  interferes  with  the  timely
conversion of such Series G Preferred Stock, except as may otherwise be required
to comply with applicable securities laws.

         5(l).  Limitations  on  Adjustments.  Anything  herein to the  contrary
notwithstanding, no adjustment in the Minimum Conversion Price shall be required
unless  such  adjustment,  either  by  itself  or  with  other  adjustments  not
previously  made,  would  require a change of at least  $0.01 (one cent) in such
Minimum

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Conversion  Price;  provided,  that  any  adjustment  which  by  reason  of this
subparagraph  5(l) is not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations of shares of Common
Stock or Series G Preferred Stock under this paragraph 5 shall be rounded to the
nearest three decimal points.

         6. Redemption.  The shares of Series G Preferred Stock shall be subject
to  redemption  by  delivery,  in  cash,  of a  redemption  price  equal  to the
Liquidation  Preference (the "Redemption  Price") as provided in paragraphs 6(a)
and 6(b).

         6(a). Mandatory  Redemption.  The Corporation shall redeem the Series G
Preferred Stock upon the first to occur of the following dates: (1) on the first
date  (subsequent  to the Issue Date) on which the  Corporation  receives in any
transaction  or  series  of  transaction  any  equity   financing  of  at  least
twenty-five   million  dollars   ($25,000,000)  or  (2)  the  fifth  (5th)  year
anniversary of the Issue Date.

         6(b).  Optional  Redemption  Rights.  The Shares of Series G  Preferred
Stock  shall  be  subject  to  redemption  at  any  time  at the  option  of the
Corporation  (upon at least  thirty days notice as set forth in  paragraph  6(c)
below).

         6(c).  Redemption  Mechanics.  The Corporation  shall give a redemption
notice  (the  "Redemption  Notice")  not less than thirty (30) and not more than
sixty (60) days prior to the redemption  date (the  "Redemption  Notice Period")
(i) by certified mail,  postage  prepaid,  (ii) by a nationally  known overnight
delivery service or (iii) delivered by hand,  addressed to each holder of record
of shares of Series G Preferred  Stock,  notifying such holder of the redemption
and specifying the Redemption  Price applicable to the Series G Preferred Stock,
the redemption date and the place where said Redemption  Price shall be payable.
During the Redemption  Notice Period the holders of Series G Preferred Stock may
exercise their right to convert  pursuant to Paragraph 5. The Redemption  Notice
shall be  addressed to each holder at his address as shown by the records of the
Corporation.  On or after the redemption date fixed in such  Redemption  Notice,
each  holder  of  shares of Series G  Preferred  Stock to be so  redeemed  shall
present and surrender the  certificate  or  certificates  for such shares to the
Corporation at the place  designated in said notice and thereupon the Redemption
Price of such shares shall be paid to, or to the order of, the Person whose name
appears on such certificate or certificates as the owner thereof. From and after
the close of business on the  redemption  date,  unless  there shall have been a
default in the payment of the  Redemption  Price upon surrender of a certificate
or certificates  representing shares of Series G Preferred Stock to be redeemed,
all  rights  of  holders  of  shares  of Series G  Preferred  Stock  subject  to
redemption on the  redemption  date (except the right to receive the  Redemption
Price upon surrender of a certificate  or  certificates  representing  shares of
Series G Preferred Stock to be redeemed,  but without interest) shall cease with
respect to such shares,  and such shares shall not

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<PAGE>

thereafter be transferred on the  books  of the  Corporation  or be deemed to be
outstanding  for any  purpose whatsoever.

         7. Information  Rights. Each holder of Series G Preferred Stock will be
entitled  to copies of all  material  provided  to holders  of Common  Stock and
copies of all filings made with the Securities and Exchange  Commission pursuant
to rules and regulations thereof upon request by such holder.

         8.  Definitions.

         "Board  of  Directors"  shall  mean  the  Board  of  Directors  of  the
Corporation.

         "Closing  Price" of each share of Common Stock or other  security means
the  composite  closing  price of the sales of the  Common  Stock or such  other
security on all  securities  exchanges on which such security may at the time be
listed (as reported in The Wall Street Journal) or, if there has been no sale on
any such  exchange on any day,  the average of the highest bid and lowest  asked
prices of the Common Stock or such other  security on all such  exchanges at the
end of such day, or, if such  security is not so listed,  the closing  price (or
last price,  if  applicable) of sales of the Common Stock or such other security
in the Nasdaq  National  Market (as reported in The Wall Street  Journal on such
day,  or if such  security  is not quoted in the Nasdaq  National  Market but is
traded over-the-counter,  the average of the highest bid and lowest asked prices
on such day in the over-the-counter market as reported by the National Quotation
Bureau Incorporated, or any similar successor organization.

         "Common  Stock" shall mean the common  stock,  $.001 par value,  of the
Corporation.

         "Issue  Date" shall mean the date of original  issuance of any share of
Series G Preferred Stock.

         "Junior  Stock"  shall  mean  any  class or  series  of  capital  stock
(including Common Stock) of the Corporation  (other than the series of Preferred
Stock  authorized as of the date hereof) which may be issued which,  at the time
of  issuance,  is not  declared to be on a parity with or senior to the Series G
Preferred  Stock as to dividends and rights upon  liquidation (or in the case of
Preferred  Stock issued after the date hereof which has not received the consent
required by paragraph 2(b) hereto).

         "Market  Price"  means  (i)  if  the  Common  Stock  is  listed  on any
securities  exchange,  quoted in the Nasdaq  National  Market,  or quoted in the
over-the-counter market, the Closing Price of the Common Stock averaged over the
15 consecutive  trading days ending on the date immediately prior to the date as
of which the Market  Price is to be  determined,  or (ii) if the Common Stock is
not listed on any


                                      -10-
<PAGE>

securities exchange,  quoted in  the Nasdaq  National Market, or  quoted  in the
over-the-counter  market,  the fair  value of the   Common  Stock determined  by
agreement   between  the  Corporation  and  the  holders  of  a  majority of the
outstanding   Series G   Preferred  Stock  or,  if  they  are  unable  to  reach
agreement within a reasonable period of time, the fair value of the Common Stock
as determined by an independent  appraiser  selected by the  Corporation  (which
appraiser may be the Corporation's  investment banker, and the fees and expenses
of such appraiser shall be borne by the Corporation),  which determination shall
be final and binding  upon the  Corporation  and the holders of the  outstanding
Series G Preferred Stock.

         "Nasdaq" shall mean the Nasdaq Stock Market.

         "Parity Stock" shall mean any class or series of Preferred Stock of the
Corporation  which, at the time of issuance,  is declared to be on a parity with
the Series G Preferred Stock as to dividends and rights upon liquidation and (in
the case of Preferred Stock issued after the date hereof) which has received the
consent required by paragraph 2(b) hereto.

         "Person"  shall mean an  individual,  corporation,  trust  partnership,
limited  liability   company,   joint  venture,   unincorporated   organization,
government  agency or any  agency or  political  subdivision  thereof,  or other
entity.

         "Preferred  Stock" shall mean any class or series of preferred stock of
the Corporation.

         "Senior Stock" shall mean any class or series of Preferred Stock of the
Corporation  (including the series of Preferred Stock  authorized as of the date
hereof) which, at the time of issuance, is declared to be senior to the Series G
Preferred Stock as to dividends and rights upon  liquidation and (in the case of
Preferred  Stock issued  after the date  hereof)  which has received the consent
required by paragraph 2(b) hereto.





                                      -11-


<PAGE>


         IN WITNESS  WHEREOF,  the  undersigned has hereunto signed his name and
affirms that the statements  made herein are true under the penalties of perjury
this 16th day of June, 1999.


                                      -----------------------------------
                                      Christopher J.  Vizas
                                      Chairman of the Board and President



[SEAL]


ATTEST:



- -----------------------------------
Graeme Brown
Assistant Secretary`








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