Proposed Amendment to the Certificate of Incorporation

TEXT OF PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO AUTHORIZE A SERIES OF PREFERRED STOCK TO BE KNOWN AS THE COMPANY'S 10% CONVERTIBLE PREFERRED STOCK, SERIES I

FOURTH

D. 10% Convertible Preferred Stock, Series I: shares of the Preferred Stock are hereby constituted as a separate series of Preferred Stock with the rights, preferences and limitations stated herein.

Section 1. Designation and Amount. The shares of this series shall be designated as and the number of shares constituting the Series I Preferred Stock shall be shares.

Such number of shares may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series I Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series I Preferred Stock.

Section 2. Dividends and Distributions.

(A) The holders of record of shares of Series I Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors out of funds legally available for the purpose, quarterly cash dividends payable in arrears on the first day of January, April, July and October in each year, commencing on the first Quarterly Dividend Payment Date after in an amount per share equal to one-quarter of the total annual dividend of per share.

(B) Dividends due pursuant to paragraph (A) of this Section shall begin to accrue on outstanding shares of Series I Preferred Stock from the Quarterly Dividend Payment Date next preceding . Dividends accruing on outstanding shares of Series I Preferred Stock shall be cumulative.

Section 3. Certain Restrictions.

(A) Prior to , and after that date whenever dividends are in arrears, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior to the Series I Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity with the Series I Preferred Stock, except ratably as provided herein;

(iii) redeem or purchase or otherwise acquire for consideration shares of stock ranking junior to the Series I Preferred Stock.

(B) The Corporation shall not permit any subsidiary to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless permitted under paragraph (A).

Section 4. Voting Rights.

The holders of shares of Series I Preferred Stock shall have the following voting rights:

(A) Each share shall entitle the holder to votes equal to the number of shares of Common Stock into which it would be convertible.

(B) Holders of Series I Preferred Stock and Common Stock shall vote together as one class on all matters submitted to stockholders.

(C) Except as set forth herein, holders of Series I Preferred Stock shall have no special voting rights.

Section 5. Conversion.

(A) Conversion Privilege and Conversion Price. Each holder shall have the right, at his option, at any time or from time to time, to convert such share into fully paid and nonassessable shares of Common Stock.

The Implied Conversion Price shall be equal to shares of Common Stock for each in Original Liquidation Value per share.

(B) Manner of Exercise. The holder shall surrender the certificate or certificates, accompanied by written notice of election to convert.

(C) Issuance of Scrip in Lieu of Fractional Shares. No fractional shares shall be issued upon conversion. The Corporation shall issue scrip certificates in lieu of any fraction.

(D) Adjustment of Conversion Price. The Current Conversion Price shall be adjusted as provided in the following circumstances:

(i) issuance or sale of Common Stock for consideration less than the Current Conversion Price.

(ii)(1) grant of rights or options to subscribe for or purchase Common Stock or Convertible Securities.

(ii)(2) issue or sale of Convertible Securities.

(ii)(3) dividend or distribution payable in Common Stock or Convertible Securities.

(iv) stock split or combination.

(v) change in purchase price or conversion rate of rights, options, or Convertible Securities.

(vi) stock options granted to directors, officers or employees within the stated limits.

(vii) effective date of any new Implied Conversion Price.

(F) The Corporation shall at all times reserve and keep available out of the authorized Common Stock the full number of shares issuable upon conversion of all outstanding shares.

Section 6. Redemption of the Series I Preferred Stock.

(A) Redemption at the Corporation's Option. At any time on or after , the Corporation may redeem all or any portion of the Series I Preferred Stock then outstanding at a price per share equal to the Redemption Price plus Accumulated Dividends.

Redemption schedule:

On or after January 1, 1996:

January 1, 1997:

January 1, 1998:

January 1, 1999:

January 1, 2000:

January 1, 2001:

(B) Partial Redemption. If fewer than all shares are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors.

(C) Notice of Redemption. Notice shall be given not less than fifteen nor more than sixty days prior to the Redemption Date.

(D) Dividends After Redemption Date. Shares called for redemption shall cease to accrue dividends from and after the Redemption Date.

Section 7. Required Shares.

Any shares purchased or otherwise acquired by the Corporation shall be retired and cancelled promptly after acquisition.

Section 8. Liquidation, Dissolution or Winding Up.

Upon any liquidation, dissolution or winding up of the Corporation, the holders of shares of Series I Preferred Stock shall be entitled to receive: per share plus accumulated dividends.

Written notice of any such liquidation, dissolution or winding up shall be given by mail not less than thirty days prior to the payment date stated therein.

Section 9. Consolidation, Merger, etc.

In the event of consolidation, merger, combination or other transaction, each share of Series I Preferred Stock shall be exchanged or changed into an amount equal to the amount received if converted to Common Stock immediately prior to such transaction.

Section 10. Restriction on Transfer

(A) Series I Preferred Stock and Common Stock issued upon conversion may not be transferred to a Prohibited Transferee owning more than 4.5% of the Corporation's stock.

(B) Transfers made in violation of paragraph (A) shall not be effective.

(C) The Corporation may demand transfer of Prohibited Stock and related distributions.

(D) Prohibited Stock shall be sold by the Corporation and proceeds remitted to the Prohibited Transferee as described.

(F) Proceeds and distributions shall be transferred to the Initial Transferor, subject to stated exceptions.

(G) The Board of Directors may waive application of this Section to a specific transaction.

(H) This Section shall expire thirty-seven months after the date of initial issuance of the Series I Preferred Stock.