1

                              AMENDED AND RESTATED
                     CERTIFICATE OF DESIGNATION, PREFERENCE
                       AND RIGHTS OF SERIES A 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 151 of the Delaware General Corporation Law, the Board
of Directors, at a meeting duly called and held on the 14th day of October,
1999, adopted the following resolution providing for the issuance of a series of
Preferred Stock:

         RESOLVED, that pursuant to authority vested in the Board of Directors
         by Article Fourth of the Amended Certificate of Incorporation of this
         Corporation, a series of 1,200 shares of Preferred Stock, par value
         $0.00002 per share, is hereby established, the distinctive designation
         of which shall be "Series A Convertible Preferred Stock" (such series
         being hereinafter called "Series A Stock"), and the preferences and
         relative, participating, optional or other special rights of Series A
         Stock, and the qualifications, limitations or restrictions thereof (in
         addition to the relative powers, preferences and rights, and
         qualifications, limitations or restrictions thereof, set forth in
         Article Fourth of the Amended Certificate of Incorporation of the
         Corporation which are applicable to shares of Preferred Stock of all
         series) shall be as follows:

                      SERIES A CONVERTIBLE PREFERRED STOCK

PART 1.  DIVIDENDS.

         1.01 NO DIVIDEND OBLIGATION. The holders of the Series A Stock shall
         have no rights to the payment of dividends on the Series A Stock
         (regardless of whether the Corporation declares or pays dividends on
         any other class of preferred stock or common stock of the Corporation).

PART 2.  REDEMPTION.

         2.01 OPTIONAL REDEMPTION. All or any shares of Series A Stock may be
         redeemed by the Corporation at its election at any time and from time
         to time expressed by resolution of its Board of Directors, in the
         manner prescribed in this Part 2, provided that in any redemption under
         this Section 2.01 the Corporation shall redeem not less than 750 shares
         of Series A Stock.

         2.02 [INTENTIONALLY OMITTED.]


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         2.03 REDEMPTION NOTICE. Before making any redemption pursuant to
         Section 2.01, the Corporation shall mail by certified or registered
         mail, return receipt requested, to each record holder of any shares of
         Series A Stock at the address shown on the Corporation's records, a
         written notice (a "Redemption Notice"), stating: (i) the number of
         shares of Series A Stock held by record by such holder which the
         Corporation proposes to redeem; (ii) the date (herein called the
         "Redemption Date") on which the Corporation proposes to pay the
         Redemption Price for the shares to be redeemed; (iii) the Redemption
         Price which is to be paid for each share repurchased; 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 with respect to any optional repurchase which the
         Corporation may choose to make pursuant to rights granted in Section
         2.01, the Corporation shall become obligated to redeem the shares of
         Series A Stock specified in such notice on the date specified in such
         notice as the Redemption Date. Each Redemption Notice under Section
         2.01 shall be mailed at least 10 days before the Redemption Date,
         provided that if the Corporation fails to pay the Redemption Price on
         such date ( for a reason other than a holder's failure to deposit
         Series A Stock share certificates pursuant to Section 2.05(b)), the
         Redemption Date shall be the date on which the Corporation actually
         pays the Redemption Price.

         2.04 DETERMINATION OF NUMBER OF EACH HOLDER'S SHARES TO BE REDEEMED.
         The number of shares of Series A Stock to be redeemed from each holder
         thereof in repurchases under Section 2.01 shall be determined by
         multiplying the total number of shares of Series A Stock to be redeemed
         times a fraction, the numerator of which shall be the total number of
         shares of Series A Stock held by such holder and the denominator of
         which shall be the total number of shares of Series A Stock
         outstanding.

         2.05 REDEMPTION PRICE.

                  (a) For each share of Series A Stock which shall be redeemed
         by the Corporation at any time for any reason in redemptions pursuant
         to Section 2.01, the Corporation shall be obligated to pay to the
         holder of such share an amount (herein called the "Redemption Price"
         for such share) equal to the Liquidation Value of such share. Such
         payments shall be deemed to become "due" for all purposes of this
         Section regardless of whether the Corporation shall be able or legally
         permitted to make such payments on such Redemption Date.

                  (b) Each holder of Series A Stock shall be entitled to receive
         on or at any time after any Redemption Date the full Redemption Price
         for each share of Series A Stock held by such holder which the
         Corporation shall be obligated to redeem on such Redemption Date upon
         surrender by such holder at the Corporation's principal office of the
         certificate representing such share duly endorsed in blank or
         accompanied by an appropriate form of assignment duly endorsed in
         blank. After the payment by the Corporation in the manner required




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         by Section 4.03 of the full Redemption Price for any Series A Stock,
         all rights of the holder of such share shall have been surrendered for
         cancellation) cease and terminate with respect to such shares except,
         Series A Stock as provided in Section 8 hereof.

         2.06 ALLOCATION OF PARTIAL REDEMPTION PAYMENTS AMONG HOLDERS OF SERIES
         A STOCK. If any time the Corporation shall not be able to pay the full
         Redemption Price for all Series A Stock which the Corporation shall
         have become obligated to redeem at or prior to such time in redemptions
         under Section 2.01, each holder of shares of Series A Stock shall have
         the right to have redeemed by the Corporation a number of such holder's
         shares of Series A Stock equal to the product derived by multiplying
         the total number of shares of Series A Stock which the Corporation
         shall be able to redeem at such time times a fraction, the numerator of
         which shall be the total number of shares of Series A Stock which the
         Corporation shall have become obligated 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 A Stock which the Corporation
         shall have become obligated to redeem at or prior to such time (but
         which the Corporation shall not have redeemed at or prior to such
         time).

         2.07 REDEEMED SHARES OF SERIES A STOCK TO BE CANCELED. The Corporation
         shall cancel each share of Series A Stock which it shall redeem or for
         any other reason acquire, and no share of Series A 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 A Stock which the Corporation shall be
         authorized to issue shall be deemed to be reduced by the number of
         shares of Series A Stock which the Corporation shall redeem or
         otherwise acquire.

PART 3.  LIQUIDATION.

         3.01 RIGHTS OF HOLDERS OF SERIES A STOCK. In the event of any voluntary
         or involuntary liquidation (whether complete or partial), dissolution
         or winding up of the Corporation, the holders of shares of Series A
         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, an amount in cash equal to the sum of one thousand
         dollars ($1,000) per share (the "Liquidation Value").

         3.02 ALLOCATION OF LIQUIDATION PAYMENTS AMONG HOLDERS OF STOCK. If upon
         any dissolution, liquidation (whether complete or partial), or winding
         up of the Corporation, the assets of the Corporation available for
         distribution to holders of shares of Series A Stock (hereinafter in
         this Section 3.02 called the "Total Amount Available") shall be
         insufficient to pay the holders of outstanding shares of Series A Stock
         the full amounts to which they shall be entitled under Section 3.01,
         each holder of shares of Series A Stock shall be entitled to receive an
         amount equal to the




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         product derived by multiplying the Total Amount Available times a
         fraction the numerator of which shall be the number of shares of Series
         A Stock held by such holder and the denominator of which shall be the
         total number of shares of Series A Stock then outstanding.

PART 4.  ADDITIONAL PROVISIONS GOVERNING CUMULATIVE PREFERRED STOCK.

         4.01 [INTENTIONALLY OMITTED.]



         4.02 VOTING RIGHTS.

                  (a) Except as otherwise provided by the Certificate of
         Incorporation or under the law, the entire voting power for the
         election of directors and for all other purposes shall be vested
         exclusively in the holders of the outstanding Common Stock and the
         holder of shares of Series A Stock shall have no voting rights.

         4.03 METHOD OF PAYMENT.

                  (a) Ordinary Payments. Any payment at any time due with
         respect to any share of Series A Stock (including but not limited to
         the payment of the Redemption Price for such share, and any payment due
         on such share under Part 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 record
         holder of such Share at the address for such record holder shown on the
         Corporation's records, which check shall be mailed by United States
         mail (by first class or any other class reasonably expected to effect
         earlier delivery at such time so that such check should reasonably be
         expected to arrive at the address to which it is required under this
         sentence to be mailed) not later than the due date of the payment being
         made by such check.

                  (b) When Payment Deemed to Have Been Made. Any payment at any
         time due with respect to any share of Series A Stock (including but not
         limited to payment of the Redemption Price for such share and any
         payment due on such share under Part 3) shall be deemed to have been
         paid by the Corporation at the time such payment shall have been
         delivered pursuant to Section 4.03(a) the payment shall be deemed to
         have been made on the date on which such check reasonably could have
         been expected to be received by the addressee; and (ii) if any check or
         other medium by which any payment shall be made shall prove not to be
         immediately collectible on the due date of the payment being so made,
         such payment shall not be deemed to have been made until cash in the
         amount of such payment shall actually be received by the person
         entitled to receive such payment.

         4.04 AMENDMENT AND WAIVER. No change in the provision of this Section
         affecting any interests of the holders of any shares of Series A Stock
         shall be




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         binding or effective unless such change shall have been approved in
         writing by the holders of at least 66 2/3% of the shares of Series A
         Stock outstanding at the time such change shall be made.

         4.05 REGISTRATION OF TRANSFER OF PREFERRED STOCK. The Corporation will
         keep at its principal office a register for the registration of the
         shares of Series A Stock Upon the surrender of any certificate
         representing shares of Series A Stock at the Corporation's principal
         office, the Corporation will, at the request of the registered 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 A Stock represented by the surrendered certificate.
         Each such new certificate shall be registered in such name and shall
         represent such number of shares of Series A Stock as shall be requested
         by the holder of the surrendered certificate and shall be substantially
         identical in form to the surrendered certificate.

         4.06 REPLACEMENT. 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 A Stock (an affidavit of the Registered Holder,
         without bond 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 A Stock which
         shall have been represented by such lost, stolen, destroyed, or
         mutilated certificate.

PART 5.  [INTENTIONALLY OMITTED.]

PART 6.  INTERPRETATION OF THIS INSTRUMENT.

         6.01 DEFINITIONS. Each term defined in this Section 6.01 has the
         meaning indicated in this instrument whenever such term is used in this
         instrument.

                  (a) "AGREEMENT" means any agreement, as amended, modified or
         extended, between the Corporation and any person holding Preferred
         Stock, including, without limitation, Subscription Agreements executed
         by the Corporation and such person.

                  (b) COMMON STOCK AND EXISTING COMMON STOCK. The term "Common
         Stock" or "Common Shares" designates and includes the Corporation's
         Existing Common Stock of all classes and any capital stock of any class
         of the Corporation authorized after the date of the Agreement which
         shall not be limited to a fixed sum or a percentage of par value in
         respect to the rights of the holders thereof to participate in
         dividends or in the distribution of assets upon the voluntary or
         involuntary liquidation or winding up of the Corporation. The term
         "Existing Common Stock" designates the Corporation's authorized Common
         Stock, par value $0.00002 per share, of all classes, as constituted on
         the Closing Date as set forth in the Agreement.




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                  (c) 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 such that the
         securities purchasable hereunder shall be issued by an entity other
         than the Corporation or class of securities purchasable hereunder, then
         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.

                  (d) CONVERSION SHARES. The term "Conversion Shares" means the
         aggregate Conversion Shares at any time issuable upon conversion of the
         Series A Stock at such time.

                  (e) CONVERSION PRICE. The term "Conversion Price" means the
         Initial Conversion Price of five dollars ($5.00), as such price may be
         adjusted from time to time pursuant to the provisions of Section 8
         hereof.

                  (f) CORPORATION. The term "Corporation" means the corporation
         filing this certificate and is sometimes herein referred to the
         "Company".

                  (g) REGISTERED HOLDER. The term "Registered Holder" means the
         holder of a share of Series A Stock as shown on the books and records
         of the Corporation.

PART 7.  CONVERSION RIGHTS.

         7.01 DESCRIPTION AND CONVERSION PROCEDURE. The Series A shares shall be
         convertible into an aggregate of 240,000 shares of the Common Stock of
         the Corporation as hereinafter set forth.

                  (a) CONVERSION RiGHTS.

                  (i) Optional Conversion by the Holder. Except as expressly
                  herein provided otherwise, the Registered Holder of each share
                  of Series A Stock may exercise all or a portion of the
                  conversion rights at any time or from time to time after the
                  date of issuance and prior to the earlier to occur of (x) the
                  Corporation Conversion Date, (y) the Mandatory Conversion
                  Date, or (z) the date of redemption of the shares of such
                  Series A Stock;

                  (ii) Mandatory Conversion. On June 30, 2001 (the "Mandatory
                  Conversion Date"), each share of Series A Stock shall,
                  automatically and without further action on the part of any
                  Registered Holder of Series A Stock, be converted into the
                  number of shares of fully paid and nonassessable Common Stock
                  derived by dividing the Liquidation Preference by the
                  Conversion Price. Upon such conversion, each share of





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                  Series A Stock shall be canceled and not subject to
                  reissuance. On or before the twentieth (20th) Business Day
                  prior to the Mandatory Conversion Date, the Corporation shall
                  provide written notice (the "Mandatory Conversion Notice") to
                  the holders hereof of the Corporation's intention not to
                  exercise the redemption option provided for in Section 3
                  hereof and to allow the shares of Series A Stock to
                  automatically convert pursuant to this Section 7.01 (a) (ii).
                  The immediately preceding sentence notwithstanding, the
                  Corporation shall not be deemed to have waived its right to
                  redeem the Series A Stock pursuant to Section 3 hereof by
                  virtue of the issuance of the Mandatory Conversion Notice;

                  (iii) Optional Conversion by the Corporation. On the tenth
                  (10th) Business Day (the "Corporation Conversion Date")
                  immediately following the fifth (5th) consecutive Trading Day
                  (the "Trigger Date") on which the Market Price of the Common
                  Stock equals or exceeds ten dollars ($10.00) per share (the
                  "Target Price"), the Corporation may (but has no obligation
                  to) cause each outstanding shares of Series A Stock
                  (automatically and without further action on the part of any
                  holder of outstanding shares of Series A Stock) be converted
                  into the number of shares of fully paid and nonassessable
                  Common Stock derived by dividing the Liquidation Preference by
                  the Conversion Price. Upon such conversion, each share of
                  Series A Stock shall be canceled and not subject to
                  reissuance. On or before the fifth (5th) Business Day
                  following the Trigger Date, the Corporation shall provide
                  written notice (the "Corporation Conversion Notice") to the
                  holders of shares of Series A Stock of the Corporation's
                  intention not to exercise the redemption option provided for
                  in Section 3 hereof and to allow the shares of Series A Stock
                  to automatically convert pursuant to this Section 7.01 (a)
                  (iii). The immediately preceding sentence notwithstanding, the
                  Corporation shall not be deemed to have waived its right to
                  redeem the Series A stock pursuant to Section 3 hereof by
                  virtue of the issuance of the Corporation Conversion Notice.
                  Notwithstanding the foregoing, the Corporation may elect not
                  to exercise the conversion rights set forth in this paragraph
                  7.01 (a) (iii) by delivery of a written notice to that effect
                  at any time prior to the Trigger Date (whether or not a
                  Corporation Conversion Notice has been issued). Any waiver of
                  a particular Trigger Date shall not prejudice in any manner
                  the Corporation's rights under this paragraph 7.01 (a) (iii)
                  or Section 3. hereof.

                  (b) EXERCISE PROCEDURE. Any shares of Series A Stock shall be
         deemed to have been exercised (the "Exercise Time") when the
         Corporation shall have received the Certificate evidencing such shares
         appropriately endorsed to reflect conversion thereof; whereupon the
         Corporation shall issue so many shares of its Common Stock ("Conversion
         Stock") computed on the basis of one share of Common Stock for five
         dollars ($5.00) of Liquidation Value of the shares of Series A Stock so
         converted.



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                  (c) DELIVERY OF NEW CERTIFICATES. Certificates for Conversion
         Shares shall be delivered to the Holder named therein within 15 days
         after the Exercise Time, acquirable Purchase Rights described in
         Section 8.08. Unless all of the shares of Series A Stock evidenced by
         the certificate delivered shall have been converted or 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 A Stock formerly represented by the
         certificate which shall not have converted or redeemed and shall within
         the said 15 day period deliver such certificate to the person
         designated as the holder thereof.

                  (d) PAYMENT OF CONVERSION PRICE. Each share of Series A Stock
         surrendered shall constitute payment of the Conversion Price equal to
         the Liquidation Value of such share surrendered.


                  (e) RETURN OF CERTIFICATE. The certificates evidencing the
         Series A Stock shall be endorsed to reflect the conversion of all or
         such portion thereof as the Registered Holder determines to convert.
         Unless the certificate surrendered contains an appropriate legend, the
         certificate shall be accompanied by 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 A Stock. If the Conversion Shares are not to be
         issued in the name of the Holder to whom the shares of Series A Stock
         are registered, such Registered Holder shall also state the name of the
         Person to whom the certificate for the Conversion Shares are to be
         issued, and if the Conversion Shares to be issued shall not be all the
         Conversion Shares into which the shares of Series A Stock may be
         converted upon surrender of the shares of Series A Stock certificates
         so surrendered, the name of the person to whom shall be delivered a new
         certificate evidencing the balance of the shares of Series A Stock.

                  (f) ASSIGNMENT. Assignment of shares of Series A Stock shall
         be in the form set forth on the reverse side of the certificate
         evidencing same.

                  (g) AUTHORIZATION AND ISSUANCE. The Corporation covenants and
         agrees that:

                  (i) the Conversion Shares issuable upon any conversion of any
                  shares of Series A Stock shall be deemed to have been issued
                  to the person exercising such conversion privilege at the
                  Exercise Time, and the person exercising such conversion
                  privilege shall be deemed for all purposes to have become the
                  record holder of such Conversion Shares at the Exercise Time;



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                  (ii) all Conversion Shares which may be issued upon any
                  conversion of any shares of Series A 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 A 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 A 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;

                  (iv) the issuance of certificates for Conversion Shares upon
                  conversion of Series A Stock shall be made without charge to
                  the Registered Holder thereof for any issuance tax in respect
                  thereof or other cost incurred by the Corporation in
                  connection with the conversion of the Series A Stock and the
                  related issuance of Conversion Shares; and

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

                  (h) TRANSFERABILITY. The shares of Series A Stock and all
         rights evidenced thereby are transferable on the Corporation's books by
         the Registered Holder in person or by duly authorized attorney upon
         surrender of certificate(s) evidencing said shares of Series A Stock
         properly endorsed at the Corporation's principal office provided that
         the Registered Holder complies with the provisions governing transfer
         set forth in Section 4 of the Agreement.

                  (i) BREAKUP OF CERTIFICATES. Each certificate evidencing
         shares of Series A Stock is exchangeable, upon the surrender of the
         certificate by the Registered Holder at the Corporation's principal
         office, for a new certificate or certificates of like tenor
         representing in the aggregate the right to purchase the number of
         Conversion Shares which may be purchased under the Certificate
         surrendered, each of which new certificates shall represent the right
         to purchase the number of Conversion Shares as shall be designated by
         the Registered Holder of this certificate at the time of such
         surrender.



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PART 8.  ANTIDILUTION PROVISIONS.

         8.01 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 Part 8. At any
         given time the Conversion Price, whether as the Initial Price of five
         dollars ($5.00) per share 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 Part 8, the Registered Holder of
         the shares of Series A 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.

         8.02 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 A Stock the Corporation shall pay to the person
         converting such shares of Series A 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 8.02, 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 are charged an amount equal to the fair value of such
         dividend.

         8.03 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.

         8.04 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




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         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 A Stock shall thereafter have the right to acquire and receive
         upon conversion of the shares of Series A 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 A Stock immediately before such
         reorganization, reclassification, consolidation, merger or sale and the
         number of Common Shares 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 A 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 A
         Stock) shall thereafter be applicable, in relation to any shares of
         stock, securities or assets thereafter deliverable upon the conversion
         of the Series A 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.

         8.05 NOTICES. In the event that:

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

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

         then, in connection with such event, the Company shall give to the
         Registered Holders of the shares of Series A 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 A Stock.



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         8.07 CERTAIN EVENTS. If any event occurs as to which, in the opinion of
         the Board of Directors of the Company, the provisions of this Part 8
         are not strictly applicable or if strictly applicable would not fairly
         protect the rights of the holders of the Series A 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 Part 8
         except in the case of a combination of shares of a type contemplated in
         Section 8.03.

         IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
         October, 1999, 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





                                      12.