Common use of Designation and Amount Clause in Contracts

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred Shares") and the number of shares constituting the Preferred Shares shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approval; provided, however, that no decrease shall reduce the number of shares of Preferred 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 Preferred Shares.

Designation and Amount. The shares of such series shall be designated as "“Series A E Junior Participating Preferred Stock" ” (the "“Series E Preferred Shares"Stock”) and the number of shares constituting the Preferred Shares such series shall be 200,000one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series E Preferred Shares 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 Series E Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Four Hundred Thousand (400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A B Junior Participating Preferred Stock" (the "Series B Junior Preferred SharesStock") and the number of shares constituting the Series B Junior Preferred Shares Stock shall be 200,000six hundred thousand (600,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series B Junior Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Junior Preferred SharesStock.

Designation and Amount. The shares This series of such series Preferred Stock shall be designated as the "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting which shall constitute the Series A Preferred Shares Stock shall be 200,000200,000 shares. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" (the ".” The Series A Participating Preferred Shares") Stock shall have a par value of $0.001 per share, and the number of shares constituting the Preferred Shares such series shall be 200,0001,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalBoard; provided, however, that no decrease shall reduce the number of shares of Series A Participating Preferred Shares 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 Series A Participating Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" (the ".” The Series A Participating Preferred Shares") Stock shall have a par value of $0.01 per share, and the number of shares constituting the Preferred Shares such series shall be 200,000100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalBoard; provided, however, that no decrease shall reduce the number of shares of Series A Participating Preferred Shares 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 Series A Participating Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000120,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 or exchangeable for Series A Preferred SharesStock.

Designation and Amount. There is hereby created a series of the Preferred Stock of the Corporation. The shares of such this series shall be designated as "Series A Junior C Participating Preferred Stock" (the "Series C Preferred SharesStock") and the ). The number of shares constituting the Series C Preferred Shares Stock shall be 200,000One Hundred Thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares There shall be a series of such series Preferred Stock that shall be designated as "“Series A B Junior Participating Preferred Stock" (the "Preferred Shares") ” and the number of shares constituting the Preferred Shares such series shall be 200,000fifty thousand (50,000) shares. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalBoard; provided, however, that no decrease shall reduce the number of shares of Series B Junior Participating Preferred Shares 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 Series B Junior Participating Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,0003,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such this series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Shares"Stock”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one million (1,000,000) shares of Series A Preferred Stock each of which shall have a par value of $0.001 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series A Preferred Shares 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 that are by their terms convertible into Series A Preferred SharesStock.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series shall be Preferred Stock, $.001 par value per share, are designated as "Series A Junior Participating Preferred Stock" with the rights, preferences, privileges and restrictions specified herein (the "Series A Preferred SharesStock") and the number of shares constituting the Preferred Shares shall be 200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred Shares") , par value $0.01 per share, and the number of shares constituting the Preferred Shares such series shall be Two Hundred Thousand (200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Participating Preferred Shares Stock to a number of shares less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Participating Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000500,000 shares of Series A Preferred Stock, having a par value of $0.001 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A B Junior Participating Preferred Stock" (the "Series B Preferred SharesStock") and the number of shares constituting the Series B Preferred Shares Stock shall be 200,000One Million Two Hundred Thousand ($1,200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series B Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one hundred seventy-five thousand (175,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Two Hundred Fifty thousand (250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000350,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce -------- the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000three hundred thousand (300,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series There shall be a series of Preferred Stock designated as "Series A C Junior Participating Preferred Stock" (the "Series C Preferred SharesStock") and the number of shares constituting the Series C Preferred Shares Stock shall be 200,0001,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalby the filing of articles supplementary in accordance with the Maryland General Corporation Law; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000two million four hundred thousand (2,400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A AA Junior Participating Preferred Stock" (the "Series AA Preferred SharesStock") and the number of shares constituting the Series AA Preferred Shares Stock shall be 200,000One Hundred Fifty Thousand (150,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series AA Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series AA Preferred SharesStock.

Designation and Amount. The shares of such this series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one hundred fifty thousand (150,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares A series of such series Preferred Stock, par value $.01 per share, is hereby created and shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Convertible Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Preferred Shares such series shall be 200,000250,000. Such number of shares of Series A Preferred Stock may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, provided however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus the number of shares of Series A Preferred Stock reserved for issuance upon the exercise of outstanding options, rights or warrants exercisable for, or upon the conversion of any outstanding securities issued by the Corporation convertible into into, Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series SERIES A Junior Participating Preferred StockJUNIOR PARTICIPATING PREFERRED STOCK" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Fifty Thousand (50,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,0001,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; providedPROVIDED, howeverHOWEVER, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 or exchangeable for Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as ---------------------- "Series A AA Junior Participating Preferred Stock" (the "Series AA Preferred SharesStock") and the number of shares constituting the Series AA Preferred Shares Stock shall be Two Hundred Thousand (200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series AA Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series AA Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,0004,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares of Series A Preferred Stock then outstanding 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 and convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Five Hundred Thousand (500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Shares"Stock”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000One Hundred Thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such this series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series C Preferred SharesStock") and the number of shares constituting the Series C Preferred Shares Stock shall be 200,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series C Preferred SharesStock") and the number of shares constituting the Series C Preferred Shares Stock shall be 200,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000__________. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 or exchange of any outstanding securities issued by the Corporation convertible into or exchangeable for shares of Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred Shares") and the number of shares constituting the Preferred Shares shall be 200,0001,300,000. Such Such, number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder stockholder approval; provided, however, that no decrease shall reduce the number of shares of Preferred 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 Preferred Shares.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred StockShare" (the "Series A -------- Preferred SharesShare") and the number of shares constituting the Series A Preferred Shares --------------- Share shall be 200,000500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalTrust Managers; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Share 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 Trust convertible into Series A Preferred SharesShare.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,0004,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000One Hundred Twenty Thousand (120,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 which are convertible into Series A Preferred SharesStock.

Designation and Amount. The shares This series of such series Preferred Stock shall be designated as the "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting which shall constitute the Series A Preferred Shares Stock shall be 200,000100,000 shares. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock, Series A" (the "Series A Preferred SharesStock") ), and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Fifty Thousand (50,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares There is hereby created a series of such series Preferred Stock that shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Shares"Stock”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approval; Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Five Hundred Thousand (500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that -------- no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series C Preferred SharesStock") and the number of shares constituting the Preferred Shares such series shall be 200,000forty-seven thousand two hundred and fifty (47,250). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approval; Directors, provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A “Junior Participating Preferred Stock" , Series B” (the "“Series B Preferred Shares") Stock”), and the number of shares constituting the Series B Preferred Shares Stock shall be 200,000Seventy-Five Thousand (75,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series B Preferred Shares 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 Series B Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Preferred Stock--Junior Participating Preferred StockSeries A" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000400,000. Such number of shares may be increased or decreased by resolution of by the Board of Directors and any necessary without shareholder approvalaction; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock, including (without limitation) that certain Rights Agreement dated as of May 15, 1997 (the "Rights Agreement") to which the Corporation is a party.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000four hundred thousand (400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such this series shall be designated as "Series A F Junior Participating Cumulative Preferred Stock" (the "Series F Junior Preferred SharesStock") and the number of shares constituting the Series F Junior Preferred Shares Stock shall be 200,000three hundred thousand (300,000) shares. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series F Junior Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series F Junior Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000fifty-thousand (50,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,00050,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise ex- ercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Three Hundred Thousand (300,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000six hundred thousand (600,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Partici- pating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000[ ]. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series of Preferred Units shall be designated as "“Series A Junior Participating Preferred Stock" (the "Preferred Shares") Units” and the number of shares Units constituting the Preferred Shares such series shall be 200,000650,000. Such number of shares Units may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalGeneral Partner; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Shares Units to a number less than the number of shares of the General Partner’s Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) then outstanding plus the number of shares of Series A 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 General Partner convertible into Series A Preferred SharesStock.

Designation and Amount. There is hereby created a series of the Preferred Stock of the Corporation. The shares of such this series shall be designated as "Series A Junior H Participating Preferred Stock" (the "Series H Preferred SharesStock") and the ). The number of shares constituting the Series H Preferred Shares Stock shall be 200,000One Hundred Thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series H Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series H Preferred SharesStock.

Designation and Amount. The shares of such series ---------------------- shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series C Preferred SharesStock") and the number of shares constituting the Series C Preferred Shares Stock shall be 200,000500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares 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 Preferred Shares.Series C

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A C Junior Participating Preferred Stock" ” (the "“Series C Preferred Shares"Stock”) and the number of shares constituting the Series C Preferred Shares Stock shall be 200,000Two Hundred Seventy Thousand shares (270,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000_____________________ Thousand (______________). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Preferred Stock--Junior Participating Preferred StockSeries A" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000300,000. Such number of shares may be increased or decreased by resolution of by the Board of Directors and any necessary without shareholder approvalaction; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock, including (without limitation) that certain Rights Agreement dated as of September 4, 1998 (the "Rights Agreement") to which the Corporation is a party.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then then-outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Shares"Stock”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Four Hundred Thousand (400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,0002,000,000. Such Subject to Section A of Article FOURTH of the Amended and Restated Certificate of Incorporation, such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series C Preferred SharesStock") and the number of shares constituting the Series C Preferred Shares Stock shall be 200,0004,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series C Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise exer- cise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series C Preferred SharesStock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,00075,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce -------- the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock," without par value (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of -------- shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (hereinafter referred to as the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; providedPROVIDED, howeverHOWEVER, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Shares"Stock”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Twenty Million (20,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Preferred Shares.Series A

Designation and Amount. The shares of such preferred stock series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") ), and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Ninety Thousand (90,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverthat, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be Two Hundred Thousand (200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of -------- Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such this series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one hundred thousand (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approval(hereinafter called the "Board of Directors" or the "Board"); provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares There shall be a series of such series Preferred Stock that shall be designated as "Series A Junior Participating Preferred Stock" (the hereinafter referred to as "Series A Preferred SharesStock") and the number of shares constituting the Preferred Shares such series shall be 200,000570,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Shares 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 Preferred SharesCorporation.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000125,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Shares"Stock”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000One Hundred Fifty Thousand (150,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such this series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Junior Preferred Shares"Stock”) and the number of shares constituting the Series A Junior Preferred Shares Stock shall be 200,000twenty-five thousand (25,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease decreases shall reduce the number of shares of Series A Junior Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior D Participating Cumulative Preferred Stock," (the "Series D Preferred SharesStock") and the number of shares constituting the Series D Preferred Shares Stock shall be 200,00050,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series D Preferred Shares 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 Series D Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "Preferred Shares"“SERIES A PREFERRED STOCK”) and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, PROVIDED that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus 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 and convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000300,000 shares of Series A Preferred Stock, having a par value of $0.001 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000ONE HUNDRED THOUSAND (100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series SERIES A Junior Participating Preferred StockJUNIOR PARTICIPATING PREFERRED STOCK" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,00050,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalprior to issuance; provided, however, that no -------- decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,00040,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce -------- the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock" (the "Series A -------- Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares --------------- Stock shall be 200,0003,000. Such number of shares may be increased or decreased by resolution vote of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the -------- number of shares of Series A Preferred Shares 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 Preferred SharesCorporation.

Designation and Amount. The shares of such series shall be designated as "Series A X Junior Participating Preferred Stock" (the "Series X Preferred SharesStock") and the number of shares constituting the Series X Preferred Shares Stock shall be 200,000Fifty Eight Thousand (58,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series X Preferred Shares 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 which are convertible into Series X Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000[ ]. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares 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 and warrants or and upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000One Hundred Twenty Five Thousand (125,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ,” without par value (the "“Series A Preferred Shares") Stock”), and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000600,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus the number of shares of Series A 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 Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A junior Preferred SharesStock") and the number of shares constituting the Series A junior Preferred Shares Stock shall be two hundred thousand (200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A junior Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000[Total Preferred Shares]. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series of Preferred Shares shall be designated as "Series A Junior Participating Preferred Stock, no par value" (the "Series A Preferred SharesStock") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, provided that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, PROVIDED that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus 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 and convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,00010,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, howeverPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.

Designation and Amount. The shares of such series shall be designated as "Series SERIES A Junior Participating Preferred StockJUNIOR PARTICIPATING PREFERRED STOCK" (the "Preferred SharesSERIES A PREFERRED STOCK") and the number of shares constituting the Series A Preferred Shares Stock shall be 200,000Five Hundred Thousand (500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary shareholder approvalDirectors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Shares Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred SharesStock.