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                                                                     EXHIBIT 3.4


                     CERTIFICATE OF DESIGNATION, PREFERENCES
                       AND RIGHTS OF SERIES C CONVERTIBLE
                    PREFERRED STOCK OF eVENTURES GROUP, INC.


         I, STUART J. CHASANOFF, being the Vice President and Secretary of
eVENTURES GROUP, INC., a corporation organized and existing under the laws of
Delaware (the "Corporation"), DO HEREBY CERTIFY that, pursuant to authority
conferred upon the Board of Directors by the Amended Certificate of
Incorporation and Section 141(f) of the Delaware General Corporation Law, the
Board of Directors, by a unanimous written consent dated the 31st day of
December, 1999, adopted the following resolution:

         RESOLVED, that pursuant to authority vested in the Board of Directors
         by Article Fourth of the Amended Certificate of Incorporation of this
         Corporation, there is hereby established a series of Preferred Stock
         designated as "Series C Convertible Preferred Stock"; that the series
         shall consist of 30,000 shares, par value $.00002 per share, which
         series shall have the preferences and rights set forth in a Certificate
         of Designation, Preference and Rights of Series C Convertible Preferred
         Stock of eVentures Group, Inc. to be filed with the Delaware Secretary
         of State, as the same may be amended and restated from time to time, as
         set forth below:

                      SERIES C CONVERTIBLE PREFERRED STOCK

         1. Dividends. The holders of the Series C Convertible Preferred Stock
(the "Series C Stock") shall have no rights to the payment of dividends on the
Series C Stock (regardless of whether the Corporation declares or pays dividends
on any other class of preferred stock or common stock of the Corporation).

         2. Redemption.

                  2.1. Optional Redemption. The Corporation may, at any time and
from time to time, pursuant to a resolution of its Board of Directors, redeem
all or any of the outstanding shares of Series C Stock in the manner prescribed
in this Section 2; provided that the Corporation shall not redeem less than 750
shares of Series C Stock pursuant to any single Redemption Notice.

                  2.2. Redemption Notice. At any time that the Corporation
elects to redeem shares of Series C Stock pursuant to Section 2.1, the
Corporation shall mail by certified or registered mail, return receipt
requested, to each holder of any shares of Series C Stock as shown on the books
and records of the Corporation (each, a "Registered Holder") at the address
shown on the Corporation's records, a written notice (a "Redemption Notice"),
stating: (i) the number of shares of Series C Stock held of record by such
Registered Holder which the Corporation proposes to redeem; (ii) the date on
which the Corporation proposes to redeem such shares (the



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"Redemption Date"); (iii) that in consideration for such shares, the Corporation
will pay to such holder the Liquidation Value (as defined below) of each such
share (the "Redemption Price"); and (iv) the place at which the shares to be
redeemed may be surrendered in exchange for the Redemption Price for such
shares. Upon the mailing of a Redemption Notice, the Corporation shall become
obligated to redeem the shares of Series C Stock specified in such notice on the
Redemption Date. Each Redemption Notice shall be mailed at least 10 days prior
to the Redemption Date stated therein.

                  2.3. Determination of Number of Each Holder's Shares to be
Redeemed. At any time that the Corporation elects to redeem shares of Series C
Stock pursuant to Section 2.1, the number of shares of Series C Stock that the
Corporation shall redeem from each holder of Series C Stock shall be equal to
the product of (i) the total number of shares of Series C Stock to be redeemed
(the "Redeemed Shares"), and (ii) a fraction, the numerator of which shall be
the total number of shares of Series C Stock held by such holder on the
Redemption Date, and the denominator of which shall be the total number of
shares of Series C Stock outstanding on the Redemption Date.

                  2.4. Status of Redemption Obligation; Payment of Redemption
Price.

                  (a) Payment of the Redemption Price with respect to each share
         of Series C Stock subject to a Redemption Notice shall be deemed to
         become "due" on the Redemption Date regardless of whether the
         Corporation shall be able or legally permitted to make such payments on
         the Redemption Date.

                  (b) Each holder of Series C Stock shall receive on or at any
         time after any Redemption Date the aggregate Redemption Price for the
         Redeemed Shares held by such holder upon surrender by such holder at
         the place specified in the Redemption Notice of the certificate
         representing such Redeemed Shares duly endorsed in blank or accompanied
         by an appropriate form of assignment duly endorsed in blank. Payment of
         the Redemption Price shall be made promptly following any holder's
         surrender of certificates for Redeemed Shares in the manner set forth
         in Section 4.2. Upon payment of the Redemption Price with respect to
         any Redeemed Shares, all rights of the holder of such Redeemed Shares
         shall cease and terminate with respect to such Redeemed Shares. Unless
         all of the shares of Series C Stock evidenced by any certificate
         delivered shall have been redeemed, the Corporation shall within a 15
         day period prepare a new certificate, substantially identical to that
         surrendered, representing the balance of the shares of Series C Stock
         formerly represented by the certificate which shall not have been
         redeemed and shall within such 15 day period deliver such certificate
         to the Registered Holder thereof.

                  2.5. Redeemed Shares to be Canceled. The Corporation shall
cancel each share of Series C Stock which it shall redeem or for any other
reason acquire, and no share of Series C Stock which shall be redeemed or
otherwise acquired by the Corporation shall thereafter be reissued, sold, or
transferred by the Corporation to any person. The number of shares of Series C
Stock which the Corporation shall be authorized to issue shall be deemed to be
reduced by the number of shares of Series C Stock which the Corporation shall
redeem or otherwise acquire.



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                  2.6. Allocation of Partial Redemption Payments Among Holders
of Series C Stock. If any time the Corporation shall not be able to pay the full
Redemption Price for all Series C Stock which the Corporation shall have become
obligated to redeem at or prior to such time pursuant to this Section 2, of the
Corporation shall redeem shares of Series C Stock from each holder Stock equal
to the product of (i) the total number of shares of Series C Stock which the
Corporation shall be able to redeem at such time, and (ii) a fraction, the
numerator of which shall be the total number of shares of Series C Stock which
the Corporation intends to redeem from such holder at or prior to such time (but
which the Corporation shall not have redeemed at or prior to such time), and the
denominator of which shall be the total number of shares of Series C Stock which
the Corporation intends to redeem at or prior to such time (but which the
Corporation shall not have redeemed at or prior to such time).

         3. Liquidation.

                  3.1. Rights of Holders of Series C Stock. In the event of any
voluntary or involuntary liquidation (whether complete or partial), dissolution
or winding up of the Corporation (a "Dissolution"), the holders of shares of
Series C Stock shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders, whether from capital, surplus or
earnings and pari passu with the holders of any outstanding shares of Series B
Convertible Preferred Stock, par value $0.00002 per share, of the Corporation
(the "Series B Stock"), an amount in cash equal to the sum of one thousand
dollars ($1,000) per share (the "Liquidation Value").

                  3.2. Allocation of Liquidation Payments Among Holders of
Stock. If upon any Dissolution, the assets of the Corporation available for
distribution to holders of shares of Series B Stock and Series C Stock (the
"Total Amount Available") shall be insufficient to pay the holders of
outstanding shares of Series B Stock and Series C Stock the full amounts to
which they shall be entitled under Section 3.1 and the Certificate of
Designation with respect to the Series A Stock, each holder of shares of Series
C Stock shall be entitled to receive an amount equal to the product derived by
multiplying the Total Amount Available times a fraction the numerator of which
shall be the number of shares of Series C Stock held by such holder and the
denominator of which shall be the total number of shares of Series B Stock and
Series C Stock then outstanding.

         4. Additional Provisions Governing Preferred Stock.

                  4.1. Voting Rights. (a) Except as otherwise provided herein,
by the Certificate of Incorporation or by applicable law, the shares of Series C
Stock shall have no voting rights.

                  (b) Not withstanding the foregoing, the vote of at least a
         majority of the outstanding shares of Series C Stock shall be required
         to effect any of the following:

                  (i)      any amendment or change to the rights, preferences,
                           privileges or power of the Series C Stock;

                  (ii)     any action that authorizes, creates or issues shares
                           of any class of stock having



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                           rights, preferences or privileges superior to the
                           Series C Stock;

                  (iii)    any increase or decrease in the authorized number of
                           shares of the Series C Stock; and

                  (iv)     any amendment or waiver of any provisions of the
                           Company's Certificate of Incorporation (the
                           "Certificate of Incorporation") or Bylaws that
                           adversely affects the rights of the Series C Stock..

                  4.2. Method of Payment.

                  (a) Payments. Any payment at any time due with respect to any
         share of Series C Stock (including but not limited to the payment of
         the Redemption Price for such share, and any payment due with respect
         to such share under Section 3) shall be made by means of a check (drawn
         upon funds which are immediately available not later than the due date
         of the payment being made by such check) to the order of the Registered
         Holder of such share which check shall be mailed by United States
         certified or registered mail, return receipt requested, to the address
         for such Registered Holder shown on the Corporation's records.

                  (b) When Payment Deemed to Have Been Made. Any payment at any
         time due with respect to any share of Series C Stock (including but not
         limited to payment of the Redemption Price for such share and any
         payment due on such share under Section 3) shall be deemed to have been
         paid by the Corporation at the time the Corporation shall have received
         a receipt therefor from the U.S. postal service.

                  4.3. Registration and Transfer

                  (a) The Corporation will keep at its principal office a
         register for the registration of the shares of Series C Stock.

                  (b) The Corporation will record a transfer in such register of
         any share or shares of Series C Stock and all rights evidenced thereby
         upon the request of the Registered Holder thereof in person or by duly
         authorized attorney upon the surrender of the certificate(s)
         representing such share of Series C Stock with the form of assignment
         set forth on the reverse of such certificate properly completed and
         executed, properly endorsed at the Corporation's principal office. For
         so long as such certificate bears any legend to such effect, prior to
         any registration of transfer of any shares of Series C Stock, the
         Corporation shall have received an appropriate investment
         representation for purposes of confirming the availability of an
         exemption from applicability of the registration provisions of the
         Securities Act of 1933, as amended, signed by the Registered Holder of
         such shares of Series C Stock, and an opinion of counsel reasonably
         acceptable to the Corporation to the same effect.

                  (c) Upon the surrender of any certificate representing shares
         of Series C Stock at the Corporation's principal office, the
         Corporation will, at the request of the registered



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         holder of such certificate, execute and deliver, at the Corporation's
         expense, a new certificate or certificates in exchange representing the
         number of shares of Series C Stock represented by the surrendered
         certificate. Each such new certificate shall be registered in the name
         of such Registered Holder or, if any such shares are to be transferred
         to another person in compliance with this Section 4.3, such other
         person and shall represent such number of shares of Series C Stock as
         shall be requested by the holder of the surrendered certificate and
         shall be substantially identical in form to the surrendered
         certificate, provided that that if the certificate is to be issued in a
         name other than that of a Registered Holder, the Corporation shall not
         be required to issue or deliver any such certificate unless and until
         the person requesting the issuance thereof shall have paid to the
         Corporation the amount of any tax that may be payable with respect to
         any transfer involved in the issuance and delivery of such certificate
         or has established to the satisfaction of the Corporation that such tax
         has been paid.

                  4.4. Replacement Certificates. Upon receipt by the Corporation
of evidence reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of any certificate evidencing one or more
shares of Series C Stock (an affidavit of the Registered Holder, shall be
satisfactory) the Corporation at its expense will execute and deliver in lieu of
such certificate, a new certificate of like kind, representing the number of
shares of Series C Stock which shall have been represented by such lost, stolen,
destroyed, or mutilated certificate. If required by the Corporation, an
indemnity bond sufficient in the judgment of the Corporation to protect itself
from any loss which it may suffer if a certificate is replaced must be
delivered. The Corporation may charge such Registered Holder for reasonable
expenses directly related to replacing the certificate.

         5. Interpretation of this Instrument.

                  5.1. Definitions. As used in this Certificate of Designation,
each term defined in this Section 5.1 has the meaning set forth below:

                  (a) Business Day. The term "Business Day" means any day except
         Saturday, Sunday and any day which shall be in New York or Texas a
         legal holiday or a day on which banking institutions are authorized or
         required by law or other government action to close.

                  (b) Common Stock. The term "Common Stock" designates and
         includes the Corporation's common stock, par value $0.00002 per share.

                  (c) Conversion Price. The term "Conversion Price" means the
         Initial Conversion Price of $17.90, as such price may be adjusted from
         time to time pursuant to the provisions of Section 7 hereof.

                  (d) Conversion Share. The term "Conversion Share" means one
         share of the Corporation's authorized Common Stock, provided that if
         under the provisions hereof, there shall be a change in the class of
         securities purchasable hereunder or such that the securities
         purchasable hereunder shall be issued by an entity other than the
         Corporation.



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         The term "Conversion Share" shall mean one share of the security
         purchasable upon the exercise of the rights granted hereunder if such
         security shall be issuable in shares or shall mean the smallest unit in
         which such security shall be issuable if such security shall not be
         issuable in shares.

                  (e) Market Value. The term "Market Value" means the average
         closing sale price of the Common Stock for the 10 preceding days.

                  (f) Trading Day. The term "Trading Day" means any Business Day
         in which the Common Stock may be traded in a securities market or
         exchange in the United States.

         6. Conversion Rights. Each share of Series C Stock shall initially be
convertible into 55.865922 shares (subject to adjustment in Section 7) of Common
Stock as set forth in this Section 6.

                  (a) Conversion Rights.

                           (i) Optional Conversion by the Holder. At any time or
                  from time to time prior to the earlier to occur of (x) the
                  Corporation Conversion Date (as defined below), (y) the
                  Mandatory Conversion Date (as defined below), or (z) the
                  Redemption Date with respect to all outstanding shares of
                  Series C Stock, each Registered Holder shall have the right to
                  convert any or all of such Registered Holder's shares of
                  Series C Stock into the number of shares of fully paid and
                  nonassessable Common Stock derived by dividing the Liquidation
                  Value of each such share by the Conversion Price by delivering
                  the certificate representing such shares to the Corporation,
                  duly endorsed in blank or accompanied by an appropriate form
                  of assignment duly endorsed in blank, together with a written
                  notice stating that the Registered Holder is converting such
                  shares;

                           (ii) Mandatory Conversion. On the date following (i)
                  the completion by the Corporation of an underwritten offering
                  with proceeds of no less than $50 million at a price per share
                  of no less than $35.80 and (ii) the date upon which the
                  trading volume for shares of common stock of the Corporation
                  for the preceding three consecutive calendar months has
                  equaled or exceeded 700,000 shares per month (the "Mandatory
                  Conversion Date"), each share of Series C Stock shall,
                  automatically and without further action on the part of any
                  Registered Holder of Series C Stock, be converted into the
                  number of shares of fully paid and nonassessable Common Stock
                  derived by dividing the Liquidation Value of each such share
                  by the Conversion Price. Upon such conversion, each share of
                  Series C Stock shall be canceled and not subject to
                  reissuance. On or prior to the twentieth (20th) Business Day
                  prior to the Mandatory Conversion Date, the Corporation may
                  mail by certified or registered mail, return receipt
                  requested, to each Registered Holder of any shares of Series C
                  Stock at the address shown on the Corporation's records, a
                  written notice (the "Mandatory Conversion Notice"), stating
                  that the Corporation (x) does not intend to exercise the
                  redemption option provided for in Section 3 hereof, and (y)
                  does intend to allow the shares of Series C



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                  Stock to automatically convert pursuant to this Section
                  6.1(a)(ii). Notwithstanding the delivery of any Mandatory
                  Conversion Notice, the Corporation shall not be deemed to have
                  waived its right to redeem the Series C Stock pursuant to
                  Section 2 hereof by virtue of the issuance of the Mandatory
                  Conversion Notice;

                           (iii) Optional Conversion by the Corporation. At any
                  time that (i) any shares of the Series C Stock are outstanding
                  and (ii) the trading volume for shares of common stock of the
                  Corporation has equaled or exceeded 700,000 shares per month
                  for three consecutive calendar months, at any time during the
                  thirty (30) trading days following the last of any ten
                  consecutive Trading Days (the "Trigger Date") on which the
                  Market Price of the Common Stock equals or exceeds an amount
                  equal to 2.5 multiplied by the Conversion Price per share (the
                  "Target Price"), the Corporation may (but has no obligation
                  to) elect to convert each outstanding share of Series C Stock
                  (automatically and without further action on the part of any
                  holder of outstanding shares of Series C Stock) into the
                  number of shares of fully paid and nonassessable Common Stock
                  derived by dividing the Liquidation Value of each such share
                  by the Conversion Price. Upon such conversion, each share of
                  Series C Stock shall be canceled and not subject to
                  reissuance. An optional conversion by the Corporation pursuant
                  to this paragraph 6.1(a)(iii) shall be deemed to have taken
                  place on the fifth (5th) Business Day following the delivery
                  by the Corporation of written notice (the "Corporation
                  Conversion Notice") to the holders of shares of Series C Stock
                  that the Corporation has elected to convert the outstanding
                  shares of Series C Stock pursuant to this Section 6.1(a)(iii).
                  The immediately preceding sentence notwithstanding, the
                  Corporation shall not be deemed to have waived its right to
                  redeem the Series C stock pursuant to Section 2 hereof by
                  virtue of the issuance of the Corporation Conversion Notice.
                  The failure of the Corporation to elect to convert the shares
                  of Series C Stock following any particular Trigger Date shall
                  not prejudice in any manner the Corporation's rights under
                  this paragraph 6.1(a)(iii) with respect to any other Trigger
                  Date or under Section 2 hereof.

                  (b) Delivery of Series C Certificates. Following a conversion
         pursuant to Section 6(a)(ii) or (iii), each holder of Series C Stock
         shall be entitled to receive a certificate or certificates representing
         the shares of Common Stock into which such holder's Series C Stock was
         converted upon surrender by such holder at the place specified in the
         Mandatory Conversion Notice or Corporate Conversion Notice of the
         certificate representing such shares of Series C Stock, duly endorsed
         in blank or accompanied by an appropriate form of assignment duly
         endorsed in blank. Each share of Series C Stock surrendered pursuant to
         Section 6(a)(i) or this Section 6(b) shall constitute payment of the
         Conversion Price equal to the Liquidation Value of such share
         surrendered.

                  (c) Delivery of Certificates for Conversion Shares.
         Certificates for Conversion Shares shall be issued and delivered to the
         Registered Holder of the converted shares of



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         Series C Stock within 15 days after the delivery of the certificates
         representing the shares of Series C Stock to be converted. Unless all
         of the shares of Series C Stock evidenced by any certificate delivered
         shall have been converted, the Corporation shall within a 15 day period
         prepare a new certificate, substantially identical to that surrendered,
         representing the balance of the shares of Series C Stock formerly
         represented by the certificate which shall not have been converted and
         shall within such 15 day period deliver such certificate to the
         Registered Holder thereof.

                  (d) Fractional Shares. The Corporation may, if it so elects,
         issue fractional shares of Common Stock or scrip representing
         fractional shares upon the conversion of shares of Series C Stock. If
         the Corporation does not elect to issue fractional shares, the
         Corporation shall pay to the holder of the shares of Series C Stock
         which were converted a cash adjustment in respect of such fractional
         shares in an amount equal to the same fraction of the market price per
         share of the Common Stock (as determined in a reasonable manner
         prescribed by the Board of Directors) at the close of business on the
         day of such conversion. The determination as to whether or not any
         fractional shares are issuable shall be based upon the total number of
         shares of Series C Stock being converted at any one time by any holder
         thereof, not upon each share of Series C Stock being converted.

                  (e) Authorization and Issuance. The Corporation covenants and
         agrees that:

                           (i) the Conversion Shares issuable upon any
                  conversion of any shares of Series C Stock shall be deemed to
                  have been issued to the Registered Holder of such shares of
                  Series C Stock at the time of such conversion, such Registered
                  Holder shall be deemed for all purposes to have become the
                  Registered Holder of such Conversion Shares at such time, and
                  all rights of such Registered Holder with respect to such
                  Redeemed Shares (other than the right to surrender the
                  certificates therefor and receive in exchange certificates for
                  Conversion Shares) shall cease and terminate;

                           (ii) all Conversion Shares which may be issued upon
                  any conversion of any shares of Series C Stock will, upon
                  issuance, be fully paid and nonassessable and free from all
                  taxes, liens and charges with respect to the issue thereof;

                           (iii) The Corporation will take all such action as
                  may be necessary to assure that all Conversion Shares issuable
                  upon conversion of Series C Stock may be issued without
                  violation of any applicable law or regulation or of any
                  requirements of any domestic securities exchange upon which
                  securities of the same class may be listed. The Corporation
                  will not take any action which would result in any adjustment
                  of the Conversion Price if the total number of shares of
                  Common Stock issuable after such action upon conversion of all
                  Series C Stock together with all shares of Common Stock then
                  outstanding and all shares of Common Stock then issuable upon
                  the exercise of all outstanding options, warrants, conversion
                  and other rights, would exceed the total number of shares of
                  Common Stock then authorized by the Corporation's Certificate
                  of Incorporation;



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                           (iv) the issuance of certificates for shares of
                  Common Stock issuable upon conversion shall be made without
                  charge to the Registered Holder; provided, however, that if
                  any certificate is to be issued in a name other than that of
                  the Registered Holder of the shares being converted, the
                  Corporation shall not be required to issue or deliver any such
                  certificate unless and until the person requesting the
                  issuance thereof shall have paid to the Corporation the amount
                  of any tax that may be payable with respect to any transfer
                  involved in the issuance and delivery of such certificate or
                  has established to the satisfaction of the Corporation that
                  such tax has been paid;

                           (v) The Corporation will at no time close its
                  transfer books against the transfer of the Series C Stock or
                  of any Conversion Share issued or issuable upon the conversion
                  of the Series C Stock in any manner which interferes with the
                  timely conversion of the Series C Stock; and

                           (vi) The Corporation shall at all times reserve and
                  keep available out of its authorized but unissued shares of
                  Common Stock, solely for the purpose of issuance upon
                  conversion of the outstanding shares of Series C Stock, such
                  number of shares of Common Stock as shall be issuable upon the
                  conversion of all such shares of Series C Stock then
                  outstanding.

         7. Anti-dilution Provisions.

                  7.1. Adjustment of Number of Shares. In order to prevent
dilution of the rights granted hereunder, the Conversion Price shall be subject
to adjustment from time to time in accordance with this Section 7. At any given
time the Conversion Price, whether as the Initial Price or as last adjusted,
shall be that dollar (or part of a dollar) amount the payment of which shall be
sufficient at the given time to acquire one Conversion Share. Upon each
adjustment of the Conversion Price pursuant to this Section 7, the Registered
Holder of the shares of Series C Stock shall thereafter be entitled to acquire
upon exercise, at the Conversion Price resulting from such adjustment, the
number of Conversion Shares obtainable by multiplying the Conversion Price in
effect immediately prior to such adjustment by the number of Conversion Shares
acquirable immediately prior to such adjustment and dividing the product thereof
by the Conversion Price resulting from such adjustment.

                  7.2. Liquidating Dividends. In the event the Corporation shall
declare a dividend upon the Common Stock (other than a dividend payable in
Common Stock) payable otherwise than out of earnings or earned surplus,
determined in accordance with generally accepted accounting principles,
including the making of appropriate deductions for minority interests, if any,
in subsidiaries (herein referred to as "Liquidating Dividends"), then as soon as
possible after the conversion of any shares of Series C Stock the Corporation
shall pay to the person converting such shares of Series C Stock an amount equal
to the aggregate value at the time of such exercise of all Liquidating Dividends
(including but not limited to the Common Stock which would have been issued at
the time of such earlier exercise and all other securities which would have been
issued with respect to such Common Stock by reason of stock splits, stock
dividends, mergers or reorganizations, or for any other reason). For the
purposes of this Section



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7.2, a dividend other than in cash shall be considered payable out of earnings
or earned surplus only to the extent that such earnings or earned surplus is
charged an amount equal to the fair value of such dividend.

                  7.3. Subdivision or Combination of Stock. In case the
Corporation shall at any time subdivide (other than by means of a dividend
payable in Common Stock) its outstanding shares of Common Stock into a greater
number of shares, the Conversion Price in effect immediately prior to such
subdivision shall be appropriately reduced, and, conversely, in case the
outstanding shares of Common Stock of the Corporation shall be combined into a
smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall be proportionately increased.

                  7.4. Reorganization, Reclassification, Consolidation, Merger
or Sale. If any capital reorganization or reclassification of the capital stock
of the Corporation, or consolidation or merger of the Corporation with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate provision
shall be made whereby the Registered Holders of the shares of Series C Stock
shall thereafter have the right to acquire and receive upon conversion of the
shares of Series C Stock such shares of stock, securities or assets as would
have been issuable or payable (as part of the reorganization, reclassification,
consolidation, merger or sale) with respect to or in exchange for such number of
outstanding shares of the Corporation's Common Stock as would have been received
upon conversion of the Series C Stock immediately before such reorganization,
reclassification, consolidation, merger or sale and the number of shares of
Common Stock that would have been so received), and in any such case appropriate
provisions shall be made with respect to the rights and interests of the holders
of the Series C Stock to the end that the provisions hereof (including without
limitation provisions for adjustments of the Conversion Price and of the number
of Conversion Shares acquirable and receivable upon the conversion of the Series
C Stock) shall thereafter be applicable, in relation to any shares of stock,
securities or assets thereafter deliverable upon the conversion of the Series C
Stock. In the event of a merger or consolidation of the Corporation with or into
another corporation or the sale of all or substantially all of its assets as a
result of which a number of shares of Common Stock of the surviving or
purchasing corporation, greater or lesser than the number of shares of Common
Stock of the Corporation outstanding immediately prior to such merger,
consolidation or purchase are issuable to holders of Common Stock of the
Corporation, then the Conversion Price in effect immediately prior to such
merger, consolidation or purchase shall be adjusted in the same manner as though
there were a subdivision or combination of the outstanding shares of Common
Stock of the Corporation.

                  7.5. Notices. In the event that:

                  (a) there shall be any capital reorganization or
         reclassification of the capital stock of the Corporation, or
         consolidation or merger of the Corporation with, or sale of all or
         substantially all of its assets to, another corporation; or



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

then, in connection with such event, the Corporation shall give to the
Registered Holders of the shares of Series C Stock at least twenty (20) days
prior written notice of the date when the same shall take place.

                  Such notice shall also specify 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 or sale, dissolution, liquidation or winding up, as the
case may be. Each such written notice shall be given by first class mail,
postage prepaid, address to the Registered Holders of the Series C Stock.

                  7.6. Certain Events. If any event occurs as to which, in the
opinion of the Board of Directors of the Corporation, the provisions of this
Section 7 are not strictly applicable or if strictly applicable would not fairly
protect the rights of the holders of the Series C Stock in accordance with the
essential intent and principles of such provisions, then the Board of Directors
shall make an adjustment in the application of such provision, in accordance
with such essential intent and principles, so as to protect such rights as
aforesaid, but in no event shall any adjustment have the effect of increasing
the Conversion Price as otherwise determined pursuant to any of the provisions
of this Section 7 except in the case of a combination of shares of a type
contemplated in Section 7.3.

and be it RESOLVED FURTHER, that the Secretary of this corporation be, and is
hereby authorized, empowered and directed, for and on behalf of this
corporation, to file the Certificate of Designations with the Secretary of State
of the State of Delaware, with any amendments or modifications thereto as he
shall deem necessary and proper, the filing of the Certificate of Designations
by such officer shall conclusively evidence his authority therefor.



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<PAGE>   12

         IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
January, 2000, and we hereby affirm that the foregoing Certificate is my act and
deed and the act and deed of the Corporation and that the facts stated therein
are true.



                                         ---------------------------------------
                                         Stuart J. Chasanoff,
                                         Vice President and Secretary




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