Common use of Designation and Amount Clause in Contracts

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, the voting preferred stock of the Company which shall be designated as the "Class B Series 1999 2 Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")$1.00 stated value, and the number of shares constituting such series shall be 6,000Two Hundred Thousand (200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Class B Series 1999 2 Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, of the Corporation which shall be designated as "Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")par value $.01 per share, and the number of shares constituting such series shall be 6,00025,000. Such number of shares may be increased or decreased by resolution of the Board of Directors or by resolution of the Executive Committee of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The Three hundred thousand (300,000) shares of such series of Preferred Stock, par value $.01 per sharepar value, shall be are designated as "“Series 1999 B Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall initially be 6,000. Such 600,000, par value $0.01 per share, such number of shares may to be increased subject to increase or decreased decrease by resolution action of the Board of DirectorsDirectors as evidenced by a certificate of designation; provided, however, that no such decrease shall reduce the number of authorized shares of the Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares of the Series A Junior Participating Preferred Stock then outstanding plus the number of shares of the Series A Junior Participating Preferred Stock then reserved for issuance upon the exercise of any outstanding options, warrants or rights or warrants the exercise of any conversion or upon the conversion of exchange privilege contained in any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, ---------------------- Stock that shall be designated as "Class 2 Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000[___________]. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Class 2 Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, ---------------------- Stock that shall be designated as "Class 1 Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000[___________]. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the -------- ------- number of shares of Class 1 Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The Of the 5,000,000 shares of such series of Preferred Stockpreferred stock, par value $.01 0.01 per share, which the Company is authorized to issue under its Articles of Incorporation, 50,000 of such shares shall be designated as "“Series 1999 A Junior Participating Preferred Stock" ” (the "“Series 1999 Junior Participating A Preferred Stock"”), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series 1999 Junior Participating A 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 Company convertible into shares of Series 1999 Junior Participating A Preferred Stock.

Designation and Amount. The shares of such There is hereby created a series of Preferred Stock that shall be designated as “Series A Junior Participating Preferred Stock”, par value $.01 0.0001 per share, shall be designated as "share (the “Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"”), and the number of shares constituting such series shall be 6,00050,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 .10 per share, of the Corporation which shall be designated as "Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")par value $.10 per share, and the number of shares constituting such series shall be 6,00025,000. Such number of shares may be increased or decreased by resolution of the Board of Directors or by resolution of the Executive Committee of the Board of Directors; , provided, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The shares of such There shall be a series of Preferred Stock that shall be designated as Series A Junior Participating Preferred Stock, par value $.01 0.0001 per share, shall be designated as "Series 1999 Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000300,000. Such number of shares may be increased or decreased by resolution a vote of no less than a majority of the members of the Board of DirectorsDirectors then in office; provided, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of the Preferred Stock, par value $.01 per share, Stock which shall be designated as "the “Series 1999 A-1 Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"),” par value $0.01 per share, and the number of shares constituting such series shall be 6,000One Million Four Hundred Thousand (1,400,000). 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 1999 A-1 Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The Two Million (2,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Seven hundred fifty thousand (750,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two million (2,000,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The One Million Five Hundred Thousand (1,500,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series of Preferred Stock, par value $.01 per sharepar value, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 the 1. Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two hundred and fifty thousand (250,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The One million (1,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The One million (1,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Four Million (4,000,000) shares of such series of Preferred Stock, $.0001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The ( ) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Three Hundred Thousand (300,000) shares of such series of Preferred Stock, $0.001 par value $.01 per share, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of ---------------------- Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000650,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and by the filing of articles supplementary in accordance with the Maryland General Corporation Law; provided, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred StockStock of Myrexis, par value $.01 per share, Inc. (the “Corporation”) that shall be designated as "“Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ,” and the number of shares constituting such series shall be 6,0001,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 B Junior Participating Preferred Stock" (the "Series 1999 B Junior Participating Preferred StockShares"), ) and the number of shares constituting such series the Series B Junior Participating Preferred Shares shall be 6,0007,500,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and any necessary stockholder approval; provided, however, that no decrease shall reduce the number of shares of Series 1999 B Junior Participating Preferred Stock Shares 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 shares of Series 1999 Junior Participating Preferred StockShares.

Designation and Amount. The Three million two hundred thousand (3,200,000) shares of such series of Preferred Stock, par value $.01 per sharepar value, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Four Hundred Fifty Thousand (450,000) shares of such series of Preferred Stock, par value $.01 1.00 per share, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 .001 per share, of the Company which shall be designated as "Series 1999 Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")par value $.001 per share, and the number of shares constituting such series shall be 6,000_______. 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 1999 Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, Stock that shall be designated as "“Series 1999 J Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ” and the number of shares constituting such series shall be 6,000one million one hundred thousand (1,100,000) shares. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, that no decrease shall reduce the number of shares of Series 1999 J Junior Participating Preferred Stock to a number less than the number of shares of Series J Junior Participating Preferred Stock then outstanding plus the number of shares of Series J Junior Participating Preferred Stock 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 shares of Series 1999 J Junior Participating Preferred Stock.

Designation and Amount. The One Hundred Thousand (100,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A2 Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Six hundred thousand (600,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two Hundred Fifty Thousand (250,000) shares of such series of Preferred Stock, par value $.01 0.01 per share, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The One Million Two Hundred Fifty Thousand (1,250,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Five hundred thousand (500,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two hundred and twenty thousand (220,000) shares of such series of Preferred Stock, $0.01 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 .0l per share, of the Company which shall be designated as "Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")par value $.01 per share, and the number of shares constituting such series shall be 6,0001,000,000. 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 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall all be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall initially be 6,000. Such 600,000, par value $0.01 per share, such number of shares may to be increased subject to increase or decreased decrease by resolution action of the Board of DirectorsDirectors as evidenced by a certificate of designation; provided, however, that no such decrease shall reduce the number of authorized shares of the Series 1999 A Junior Participating Preferred Stock stock to a number less than the number of shares of the Series A Junior Participating Preferred Stock then outstanding plus the number of shares of the Series A Junior Participating Preferred Stock then reserved for issuance upon the exercise of any outstanding options, warrants or rights or warrants the exercise of any conversion or upon the conversion of exchange privilege contained in any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The Seven Hundred Thousand (700,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 .0l per share, of the Company which shall be designated as "Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")par value $.01 per share, and the number of shares constituting such series shall be 6,0002,750,000. 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 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, Stock that shall be designated as "“Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ,” and the number of shares constituting such series shall be 6,00056,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and filing of a Certificate of Amendment to the Certificate of Incorporation of the Company; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 Cumulative Participating Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ) and the number of shares initially constituting such series the Junior Preferred Stock shall be 6,0002,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no such decrease shall reduce the number of authorized shares of Series 1999 Junior Participating Preferred Stock to a number less than the number of shares of Junior Preferred Stock then outstanding plus the number of shares of Junior Preferred Stock then reserved for issuance upon the exercise of any outstanding options, rights or warrants or upon the exercise of any conversion of or exchange privilege contained in any outstanding securities issued by the Corporation convertible into shares Corporation. The Corporation's stated capital with respect to each issued and outstanding share of Series 1999 Junior Participating Preferred StockStock shall be $1.00.

Designation and Amount. The One hundred thousand (100,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Four hundred thousand (400,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, Stock that shall be designated as "“Series 1999 B Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ” and the number of shares constituting such series shall be 6,000two hundred thousand (200,000). 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 1999 B Junior Participating Preferred Stock to a number less than the number of shares of Series B Junior Participating Preferred Stock then outstanding plus the number of shares of Series B Junior Participating Preferred Stock 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 shares of Series 1999 B Junior Participating Preferred Stock.

Designation and Amount. The Five hundred thousand (500,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Forty-Five Thousand (45,000) shares of such series of Preferred Stock, par value $.01 0.01 per share, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The 450,000 shares of such series of Preferred Stock, $0.001 par value $.01 per share, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two Million (2,000,000) shares of such series of Preferred Stock, par value $.01 per sharepar value, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Nine hundred thousand (900,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, Stock that shall be designated as "“Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ,” and the number of shares constituting such series shall be 6,000[●]. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and filing of a Certificate of Amendment to the Certificate of Incorporation of the corporation; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred Stockcorporation.

Designation and Amount. There is hereby authorized for issuance a series of preferred shares, par value $1.00 per share (the “Preferred Shares”). The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "“Series 1999 A Junior Participating Preferred Stock" Shares” (the "“Series 1999 Junior Participating A Preferred Stock"), Shares”) and the number of shares constituting such series the Series A Preferred Shares shall be 6,00050,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, that no decrease shall reduce the number of shares of Series 1999 Junior Participating A Preferred Stock Shares 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 shares of Series 1999 Junior Participating A Preferred StockShares.

Designation and Amount. The Five Hundred Thousand (500,000) shares of such series of Preferred Stock, $0.01 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased decreased 1. by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Four Hundred Thousand (400,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 C Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Five Hundred Thousand (500,000) shares of such series of Preferred Stock, $ .001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Three hundred thousand (300,000) shares of such series of Preferred Stock, par value $.01 per sharepar value, shall be are designated as "Series 1999 B Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The One hundred thousand (100,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 C Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two hundred sixty-six thousand (266,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall will be designated as "“Series 1999 A Junior Participating Preferred Stock" (the ".” The Series 1999 A Junior Participating Preferred Stock")Stock will have a par value of $0.001 per share, and the number of shares constituting such series shall will be 6,000150,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedBoard, except that no decrease shall will reduce the number of shares of Series 1999 A Junior Participating 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 exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The Twenty-five thousand (25,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stockpreferred stock, par value $.01 per share1.00, of the Corporation (the “Preferred Stock”) that shall be designated as "“Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ,” and the number of shares constituting such series shall be 6,00020,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The Two hundred fifty thousand (250,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 C Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The One Million (1,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two million (2,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of the Preferred Stock which shall be designated as the "Series A Junior Participating Preferred Stock, ," par value $.01 per share, shall be designated as "Series 1999 Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000One Hundred Fifty Thousand (150,000). 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 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such series of ---------------------- Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,00060,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and by the filing of articles supplementary in accordance with the Maryland General Corporation Law; provided, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The Four Hundred Thousand (400,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Five Hundred Thousand (500,000) shares of such series of Preferred Stock, par value $.01 0.001 per share, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred StockSERIES A JUNIOR PARTICIPATING PREFERRED STOCK"), ) and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be 6,0002,000,000 shares, par value $0.01 per share. 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 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stockseries, par value $.01 1.00 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000Twenty-Five Thousand (25,000). 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 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The million shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stockpreferred stock, par value $.01 0.001 per share, of the Corporation (the “Preferred Stock”) that shall be designated as "“Series 1999 H Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ” and the number of shares constituting such series shall be 6,00075,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 H Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The shares of such series of Preferred StockShares, par value $.01 per share, shall be designated as "Series 1999 1998 Junior Participating Preferred StockShares of Beneficial Interest" (the "Series 1999 1998 Junior Participating Preferred StockShares"), and the number of shares constituting such series shall be 6,0006,500. Such number of shares may be increased or decreased by resolution of the Board of DirectorsTrustees; provided, that no decrease shall reduce the number of shares of Series 1999 1998 Junior Participating Preferred Stock Shares 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 Company convertible into shares of Series 1999 1998 Junior Participating Preferred StockShares.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, the voting preferred stock of the Company which shall be designated as "the “Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"),” $0.10 par value, and the number of shares constituting such series shall be 6,000One Million Two Hundred Fifty Thousand (1,250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such series of Preferred Stockseries, par value $.01 0.001 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000Three Hundred Thousand (300,000). 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 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.. 50

Designation and Amount. The One million (1,000,000) shares of such series of Preferred Stock, $0.01 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Two Hundred Fifty Thousand (250,000) shares of such series of Preferred Stock▇▇▇▇▇, $.▇▇▇▇ par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, the voting preferred stock of the Company which shall be designated as the "Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")$0.10 par value, and the number of shares constituting such series shall be 6,000Six Hundred Thousand (600,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such a series of the Preferred StockStock of the Corporation, par value $.01 0.01 per share, shall be designated as "“Preferred Stock, Series 1999 A” (the “Series A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ”) and the number of shares constituting such series shall initially be 6,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors of the Company (the “Board of Directors” or the “Board”); provided, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating 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 Company convertible into shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 0.01 per share, of the Corporation (“Preferred Stock”), that shall be designated as "“Series 1999 H Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ,” and the number of shares constituting such series shall be 6,00090,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 H Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The One million (1,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 C Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Four Million (4,000,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stockpreferred stock, par value $.01 per share0.001, of the Corporation (the “Preferred Stock”) that shall be designated as "“Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ,” and the number of shares constituting such series shall be 6,00020,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 per share, Stock that shall be designated as "“Series 1999 B Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ” and the number of shares constituting such series shall be 6,000five hundred thousand (500,000). 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 1999 B Junior Participating Preferred Stock to a number less than the number of shares of Series B Junior Participating Preferred Stock then outstanding plus the number of shares of Series B Junior Participating Preferred Stock 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 shares of Series 1999 B Junior Participating Preferred Stock.

Designation and Amount. The Six Hundred Fifty Thousand (650,000) shares of such series of Preferred Stock, $.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such this series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 A Junior Participating Preferred Stock"), ) and the number of shares constituting such series the Series A Junior Preferred Stock shall be 6,000One Hundred Five Thousand (105,000) 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 1999 A Junior Participating 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 shares of Series 1999 A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stockpreferred stock, par value $.01 per share, of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation (the "Company") shall be designated as "Series 1999 Junior Participating B Convertible Preferred Stock" Stock (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series the Junior Preferred Stock shall be 6,00016,000,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors of the Company (the "Board"); provided, however, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall be designated as "Series 1999 Cumulative Participating Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ) and the number of shares initially constituting such series the Junior Preferred Stock shall be 6,0002,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no such decrease shall reduce the number of authorized shares of Series 1999 47 Junior Participating Preferred Stock to a number less than the number of shares of Junior Preferred Stock then outstanding plus the number of shares of Junior Preferred Stock then reserved for issuance upon the exercise of any outstanding options, rights or warrants or upon the exercise of any conversion of or exchange privilege contained in any outstanding securities issued by the Corporation convertible into shares Corporation. The Corporation's stated capital with respect to each issued and outstanding share of Series 1999 Junior Participating Preferred StockStock shall be $1.00.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series of Preferred Stock, par value $.01 per sharepar value, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the the 1. "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Five Million (5,000,000) shares of such series of Preferred Stock, $.10 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series of Preferred Stock, par value $.01 per share, shall ---------------------- be designated as "Series 1999 X Junior Participating Preferred Stock" (the "Series 1999 Junior Participating X Preferred Stock"), ) and the number of shares constituting such series shall be 6,0002,000,000. Such number of shares of Series X Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided, however, that no -------- ------- decrease shall reduce the number of shares of Series 1999 Junior Participating X Preferred Stock to a number less than the number of shares of Series X Preferred Stock then outstanding plus the number of shares of Series X Preferred Stock 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 or exercisable into shares of Series 1999 Junior Participating X Preferred Stock.

Designation and Amount. The Three hundred thousand (300,000) shares of such series of Preferred Stock, par value $.01 .001 per share, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The Six Hundred Thousand (600,000) shares of such series of Preferred Stock, $0.001 par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stockpreferred stock, par value $.01 0.01 per share, of the Corporation (the “Preferred Stock”) that shall be designated as "“Series 1999 A Junior Participating Preferred Stock" (the "Series 1999 Junior Participating Preferred Stock"), ” and the number of shares constituting such series shall be 6,000150,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series 1999 A Junior Participating Preferred Stock to a number less than the number of shares then issued and outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCorporation.

Designation and Amount. The Five Hundred Thousand (500,000) shares of such series of Preferred Stock, $0.001 par value $.01 per share, shall be are designated as "“Series 1999 A Junior Participating Preferred Stock" (” with the "Series 1999 Junior Participating Preferred Stock")designations and the powers, preferences and rights, and the number of shares constituting such series shall be 6,000qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). 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 1999 Junior Participating 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 Company convertible into shares of Series 1999 Junior Participating Preferred Stock.

Designation and Amount. The shares of such There shall be a series of Preferred Stock, par value $.01 .0l per share, of the Company which shall be designated as "Series 1999 A Junior Participating Preferred Stock," (the "Series 1999 Junior Participating Preferred Stock")par value $.01 per share, and the number of shares constituting such series shall be 6,000__________. 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 1999 A Junior Participating Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series 1999 Junior Participating Preferred StockCompany.

Designation and Amount. The Two Hundred Thirty Thousand (230,000) shares of such series of Preferred Stock, without par value $.01 per sharevalue, shall be are designated as "Series 1999 A Junior Participating Preferred Stock" with the rights, preferences, privileges and restrictions specified herein (the "Series 1999 Junior Participating Preferred Stock"), and the number of shares constituting such series shall be 6,000. 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 1999 Junior Participating 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 shares of Series 1999 Junior Participating Preferred Stock.