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" and the number of shares constituting such series shall be [______________]. 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 A Junior Participating Preferred Stock to a 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]1,000,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share (the "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Preferred Stock") and the number of shares constituting such series shall be [______________]thirty thousand (30,000). 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 A Junior Participating Preferred Stock to a number of shares then outstanding plus less than 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series D Junior Participating Preferred Stock” (the “Junior Preferred Stock”) and the number of shares constituting such series shall be [______________]150,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors in accordance with the Charter; provided, that no decrease shall reduce the number of shares of Series 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]1,000,000. 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 A Junior Participating Preferred Stock to a 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Junior Preferred Stock") and the number of shares constituting such series the Junior Preferred Stock shall be [______________]one hundred twenty thousand (120,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]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 Series 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 Series A Junior Participating Preferred Stock.Junior

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]One Million (1,000,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]30,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" Series B Junior Preferred Stock (the “Series B Junior Preferred Stock”), and the number of shares constituting such series the Series B Junior Preferred Stock shall be [______________]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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries E Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]220,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors prior to issuance; provided, that no decrease shall reduce the number of shares of Series A E 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 Series A E Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]1,000,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as Junior Participating Cumulative Preferred Stock, par value $0.01 per share (the "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Preferred Stock"), and the number of shares constituting such series shall be [______________]2,000. 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 A Junior Participating Preferred Stock to a number of shares then outstanding plus less than 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 Participating Preferred Stock.

Designation and Amount. The shares There shall be a series of such series Preferred Stock that shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]One Hundred Thousand (100,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries C Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]50,000. 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 A C 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 Series A C Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series C Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]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 A C 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 Company convertible into Series A C Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Junior Preferred Stock") and the number of shares constituting such series the Junior Preferred Stock shall be [______________]50,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]350,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, HOWEVER, that no decrease shall reduce the number of shares of Series 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries C Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]One Million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, HOWEVER, that no decrease shall reduce the number of shares of Series A C 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 Series A C Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock," par value $.01 per share, and the number of shares constituting such series shall be [______________]450,000. Such number of shares may be increased or decreased by resolution of the Board of Directors of the Corporation (the "Board of Directors"); provided, that no decrease shall reduce the number of shares of Series 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]30,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series A-1 Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]100,000. 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 A A-1 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 Series A A-1 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries F Junior Participating Preferred Stock" (the "Junior Preferred Stock") and the number of shares constituting such series the Junior Preferred Stock shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]13,000,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no decrease shall reduce the number of shares of Series 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 the Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES the “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Cumulative Preferred Stock,” par value $0.01 per share, and the number of shares constituting such series shall be [______________]100,000. 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 A Junior Participating Cumulative Preferred Stock to a number less than that of the 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 Series A Junior Participating Preferred StockCompany.

Designation and Amount. The shares of such series shall be designated as Junior Participating Cumulative Preferred Stock, par value $.01 per share (the "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Preferred Stock") and the number of shares constituting such series initially shall be [______________]900,000. 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 A Junior Participating Preferred Stock to a number of shares then outstanding plus less than 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 Participating Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]30,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]Seventy-Five Thousand (75,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]2,000,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no decrease shall reduce the number of shares of Series A B 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 the Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]50,000. 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 share of Series 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 on 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]165,000. 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 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 Company convertible into Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]4,000,000 shares. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred 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 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 the Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $0.001 per share, shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]90,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]40,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no such decrease shall reduce the number of shares of the Series A B Junior Participating Preferred Stock to a number of shares then outstanding plus less than the number of shares then outstanding, plus the number reserved for issuance upon the exercise of outstanding options, rights or warrants warrants, or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $.001 per share, shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]125,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]300,000. 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 A B 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 Company convertible into Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" and the number of shares constituting such series the Series B Junior Participating Preferred Stock shall be [______________]37,620. 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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $.01 per share, shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]One Hundred Thousand (100,000). 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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]250,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preference Shares” and the number of shares constituting such series the Series A Junior Participating Preference Shares shall be [______________]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 Series A Junior Participating Preferred Stock Preference 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 Series A Junior Participating Preferred StockPreference Shares.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]70,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no such decrease shall reduce the number of shares of the Series A Junior Participating Preferred Stock to a number of shares then outstanding plus less than the number of shares then outstanding, plus the number reserved for issuance upon the exercise of outstanding options, rights or warrants warrants, or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" (the "Series B Junior Preferred Stock") and the number of shares constituting such series the Series B Junior Preferred Stock shall be [______________]fifty thousand (50,000). 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 A B 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 Series A Junior Participating Preferred Stock.. 69

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]100,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]30,000. 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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A C JUNIOR PARTICIPATING PREFERRED STOCK" and the number of shares constituting such series shall be [______________]50,000. 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 A C 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 Series A C Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series D Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]120,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no such decrease shall reduce the number of shares of the Series A D Junior Participating Preferred Stock to a number of shares then outstanding plus less than the number of shares then outstanding, plus the number reserved for issuance upon the exercise of outstanding options, rights or warrants warrants, or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A D Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock”), and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]150,000 shares out of the Corporation’s authorized shares of preferred stock without par value (the “Preferred Stock”) to be designated and issued as the Series A Junior Participating Preferred Stock. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedDirectors in accordance with the Corporation’s Articles of Incorporation, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to a 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 Participating Preferred Stockas amended.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]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 Series 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $0.01 per share, shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series D Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]90,000. 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 A D 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 Series A D Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $1.00 per share, shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]Twenty-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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Series A Junior Preferred Stock") and the number of shares constituting such series the Series A Junior Preferred Stock shall be [______________]two million (2,000,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]150,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as Junior Participating Cumulative Preferred Stock, with a par value of $1.00 per share (the "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Preferred Shares"), and the number of shares constituting such series shall be [______________]125,000. 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 A Junior Participating Preferred Stock Shares to a number of shares then outstanding plus less than 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 Junior Participating Preferred StockShares.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]100,000. 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 A B 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 the Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]10,000,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]5,000. Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; providedPROVIDED, that no decrease shall reduce the number of shares of Series 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" and the number of shares constituting such series shall be [______________]2,000,000. 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 A Junior Participating Preferred Stock to a number of shares then outstanding plus the number of shares reserved for issuance 0issuance 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 Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par ------------------------ value $.01 per share, shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]50,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" and the number of shares constituting such series shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Junior Preferred Stock") and the number of shares constituting such series the Junior Preferred Stock shall be [______________]2,000,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]one hundred and fifty thousand (150,000) 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" and the number of shares constituting such series shall be [______________]75,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries D Junior Participating Preferred Stock" (the "Junior Preferred Stock") and the number of shares constituting such series the Junior Preferred Stock shall be [______________]90,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“SERIES A B JUNIOR PARTICIPATING PREFERRED STOCK" ” and the number of shares constituting such series shall be [______________[ ]. 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 A B Junior Participating Preferred Stock to a 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 B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]20,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------------------- designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]500,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Series A Junior Preferred Stock") and the number of shares constituting such series the Series A Junior Preferred Stock shall be [______________]three hundred fifty thousand (350,000) shares. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]300,000. 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 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 Company convertible into Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series the Series A Junior Participating Preferred Stock shall be [______________]250,000. 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 A Junior Participating Preferred Stock to a number less than the number of such shares then outstanding plus the number of such 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 Participating Preferred Stock.

Designation and Amount. The shares A series of such series shall be Preferred Stock, designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock (“Series A Junior Participating Preferred Stock”), is hereby established and the number of shares constituting such series shall be [______________]30,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; Board, provided, however that no such decrease shall reduce the number of shares of the Series A Junior Participating Preferred Stock to a number of shares then outstanding plus less than the number of shares then outstanding, plus the number reserved for issuance upon the exercise of outstanding options, rights or warrants warrants, or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" Series B Junior Participating Preferred Stock (the “Series B Junior Preferred Stock”), and the number of shares constituting such series the Series B Junior Preferred Stock shall be [______________]60,000. 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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock," par value $.001 per share, and the number of shares constituting such series shall be [______________]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 A B 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 rights, warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series C Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]50,000. 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 A C 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 Series A C Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Series A Junior Preferred Stock") and the number of shares constituting such series the Series A Junior Preferred Stock shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Junior Preferred Stock") and the number of shares constituting such series the Junior Preferred Stock shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $0.001 per share, shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]Three 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 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 Series A Junior Participating Preferred Stock.. 50

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” (the “Series A Junior Preferred Stock”) and the number of shares constituting such series the Series A Junior Preferred Stock shall be [______________]two million (2,000,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par ---------------------- value $1.00 per share, shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series E Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]100,000. 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 A E 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 Company convertible into Series A E Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $0.01 per share, shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]80,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock (the “Series A Junior Preferred Stock”) and the authorized number of shares constituting such series the Series A Junior Preferred Stock shall be [______________]100,000. 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 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 rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall will be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" and the number of shares constituting such series shall will be [______________]50,000. Such number of shares may be increased or decreased by resolution of the Board of Directorsthis Board; provided, that no decrease shall will reduce the number of shares of Series A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $0.01 per share, shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries D Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]two hundred twenty five thousand (225,000). 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 A D 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 Series A D Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]one hundred thousand (100,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]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 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 Series A Junior Participating Preferred Stock.Junior

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" (the "Series A Junior Preferred Stock") and the number of shares constituting such series the Series A Preferred Stock shall be [______________]700,000. 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock," par value ONE DOLLAR ($1.00) per share, and the number of shares constituting such series shall be [______________]sixty thousand (60,000). 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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" and the number of shares constituting such series shall be [______________]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 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 Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $0.01 per share, shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries C Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]30,000. 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 A C 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 Series A C Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]297,500. 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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES “Series A JUNIOR PARTICIPATING PREFERRED STOCK" Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]100,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred 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 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 the Series A Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES Series A JUNIOR PARTICIPATING PREFERRED STOCKJunior Participating Preferred Stock" and the number of shares constituting such series shall be [______________]. 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 A Junior Participating Preferred Stock to a 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“SERIES A B JUNIOR PARTICIPATING PREFERRED STOCK" ” and the number of shares constituting such series shall be [______________]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 A B Junior Participating Preferred Stock to a 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 B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series series, par value $100.00 per share, shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series B Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]90,000. 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 A B 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 Series A B Junior Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" “Series C Junior Participating Preferred Stock” and the number of shares constituting such series shall be [______________]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 A C 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 Company convertible into Series A Junior Participating Preferred Stock.C

Designation and Amount. The shares of such series shall be designated as "SERIES A JUNIOR PARTICIPATING PREFERRED STOCKSeries B Junior Participating Preferred Stock" and the number of shares constituting such series the Series B Junior Participating Preferred Stock shall be [______________]. 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 A B 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 Series A B Junior Participating Preferred Stock.