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 "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A E Junior Participating Preferred Stock" ” (the "“Series A E Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand one million (400,0001,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A E 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 E Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" (the ".” The Series A Participating Preferred Stock") Stock shall have a par value of $0.001 per share, and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)1,000,000. 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 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 Participating Preferred Stock.

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 Stock") and the number of shares constituting which shall constitute the Series A Preferred Stock shall be Four Hundred Thousand (400,000)200,000 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" (the ".” The Series A Participating Preferred Stock") Stock shall have a par value of $0.01 per share, and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)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 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" (the ".” The Series A Participating Preferred Stock") Stock shall have a par value of $0.0001 per share, and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)1,000,000. 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 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 Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A B Junior Participating Preferred Stock" (the "Series A B Junior Preferred Stock") and the number of shares constituting the Series A B Junior Preferred Stock shall be Four Hundred Thousand six hundred thousand (400,000600,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series SERIES A Preferred StockPREFERRED STOCK") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)120,000. 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 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 or exchangeable for Series A Preferred Stock.

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 A C Preferred Stock") and the ). The number of shares constituting the Series A C Preferred Stock shall be Four One Hundred Thousand (400,000100,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)200,000. 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series SERIES A Preferred StockPREFERRED STOCK") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)3,000,000. 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 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 Preferred Stock.

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 A C Preferred Stock") and the number of shares constituting the Series A C Preferred Stock shall be Four Hundred Thousand (400,000)1,000,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and by the filing of articles supplementary in accordance with the Maryland General Corporation Law; provided, that no decrease shall reduce the number of shares of Series A C 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Partici- pating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)12,000,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirec- tors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Five Hundred Thousand (400,000500,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand six hundred thousand (400,000600,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)500,000 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; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred seventy-five thousand (400,000175,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Two Hundred Thousand Fifty thousand (400,000250,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series SERIES A Preferred StockPREFERRED STOCK") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)100,000. 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)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 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 or exchangeable for Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand fifty-thousand (400,00050,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

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 Stock") and the number of shares constituting which shall constitute the Series A Preferred Stock shall be Four Hundred Thousand (400,000)100,000 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 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 Preferred Stock.

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 Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000). Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock, 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 this series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)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 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 rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand four hundred thousand (400,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series ---------------------- shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series A C Preferred Stock") and the number of shares constituting the Series A C Preferred Stock shall be Four Hundred Thousand (400,000)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 C 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 Preferred Stock.C

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Fifty Thousand (400,00050,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series A C Preferred Stock") and the number of shares constituting the Series A C Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A C 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Three Hundred Thousand (400,000300,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred fifty thousand (400,000150,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)50,000. 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 Preferred 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 Stock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)350,000. 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 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 Preferred Stock.

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 Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000). 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 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 Preferred Stock.

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 Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)300,000. Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock, 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 Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four One Hundred Thousand (400,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Convertible Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)250,000. Such number of shares of Series A Preferred Stock 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 Preferred 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 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 SERIES A Preferred StockPREFERRED STOCK") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred StockShares" (hereinafter referred to as the "Series A Preferred StockShares") and the number of shares constituting the Series A Preferred Stock Shares shall be Four Hundred Thousand (400,000)200,000. 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 Preferred Stock Shares to a number less than the number of such shares then outstanding outstanding, plus the number of such shares reserved received 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 Preferred StockShares.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)4,000,000. 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 Preferred 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 Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four One Hundred Twenty Thousand (400,000120,000). 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 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 which are convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A C Junior Participating Preferred Stock" ” (the "“Series A C Preferred Stock"”) and the number of shares constituting the Series A C Preferred Stock shall be Four Two Hundred Seventy Thousand shares (400,000270,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand two million four hundred thousand (400,0002,400,000). 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 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 Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "“Series A Preferred Stock"” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one million (400,000)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; provided, provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation that are by their terms convertible into Series A Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series A C Preferred Stock") and the number of shares constituting the Series A C Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand three hundred thousand (400,000300,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Five Hundred Thousand (400,000500,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand fifty thousand (400,00050,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock, Series A" (the "Series A Preferred Stock") ), and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Fifty Thousand (400,00050,000). 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 Preferred Stock 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 Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series SERIES A Preferred StockPREFERRED STOCK") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)4,000,000. 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series A C Preferred Stock") and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand forty-seven thousand two hundred and fifty (400,00047,250). 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 Preferred 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 A C Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)2,000,000. 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; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series A C Preferred Stock") and the number of shares constituting the Series A C Preferred Stock shall be Four Hundred Thousand (400,000)________. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A C 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 out- standing options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A C Preferred Stock.

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 A H Preferred Stock") and the ). The number of shares constituting the Series A H Preferred Stock shall be Four One Hundred Thousand (400,000100,000). 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 H 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 H Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). 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 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 Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as "Series A B Junior Participating Preferred Stock" (the "Series A B Preferred Stock") and the number of shares constituting the Series A B Preferred Stock shall be Four One Million Two Hundred Thousand (400,000$1,200,000). 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 B 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 Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one million two hundred thousand (400,0001,200,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") ” and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)1,000,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and filing of articles supplementary in accordance with the MGCL stating that such increase or decrease has been so authorized; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of Series A Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock" (the "Series A -------- Preferred Stock") and the number of shares constituting the Series A Preferred --------------- Stock shall be Four Hundred Thousand (400,000)600,000. 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 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 Preferred Stock.

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 Stock") and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)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 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 Series A Preferred StockCorporation.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Ten Thousand (400,00010,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

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 Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)250,000. Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock, including (without limitation) that certain Rights Agreement dated as of March 15, 1996 (the "Rights Agreement") to which the Corporation is a party. 32 SECTION 2.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Ninety Thousand (400,00090,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" , par value $1.00 per share (the "Series SERIES A Preferred StockPREFERRED STOCK") ), and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)90,000. 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 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 any and all outstanding options, rights or warrants to purchase, or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

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 Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)10,000. Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without stockholder action; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock, including (without limitation) that certain Rights Agreement dated as of January 2, 2002 (the "Rights Agreement") to which the Corporation is a party.

Designation and Amount. The shares of such this series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors (hereinafter called the "Board of Directors" or the "Board"); provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A X Junior Participating Preferred Stock" (the "Series A X Preferred Stock") and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)200,000. Such number of shares of Series X Preferred Stock 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 X Preferred Stock to a number less than the number of shares of Series X Preferred Stock then outstanding plus the number of shares of Series X Preferred Stock reserved for issuance upon the exercise of outstanding options, rights or warrants exercisable for, or upon the conversion of any outstanding securities issued by the Corporation convertible into into, Series A X Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Cumulative Preferred Stock" (the "Series A Preferred Stock") ), and the number of shares initially constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)150,000. Such number of shares may be increased or decreased by -A1- resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series SERIES A Preferred StockPREFERRED STOCK") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)75,000. 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand fifty thousand (400,00050,000). Such number of shares may be increased or decreased by resolution vote of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four One Hundred Twenty Five Thousand (400,000125,000). 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 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 Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand two hundred forty thousand (400,000240,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred and twenty thousand (400,000120,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A C Junior Participating Preferred Stock" (the "Series A C Preferred Stock") and the number of shares constituting the Series A C Preferred Stock shall be Four Hundred Thousand (400,000)4,000,000. 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 C Preferred 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 A C Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating D Preferred Stock" ", par value $100 per share (the "Series A D Preferred Stock") ), and the number of shares constituting the Series A D Preferred Stock shall be Four Hundred Thousand (400,000)300,000. Such Notwithstanding the provisions of Section 9 hereof, 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 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 Preferred Stock.D

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand two-hundred thousand (400,000200,000). 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 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 Preferred Stock.

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

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 Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)500,000. Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock, including (without limitation) that certain Rights Agreement dated as of December 20, 1996 (the "Rights Agreement") to which the Corporation is a party. 33 SECTION 2.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "Series “SERIES A Preferred Stock"PREFERRED STOCK”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)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 Preferred 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 Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)300,000 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; providedPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand ONE HUNDRED THOUSAND (400,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one million (400,0001,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall will be designated as "Series A Junior Participating Preferred Stock" Stock (the "Series A Preferred StockPreferred") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)is 1,250,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors of the Company (the "Board"); provided, however, that no decrease shall will reduce the -------- ------- number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation Company convertible into shares of Series A Preferred StockPreferred.

Designation and Amount. The shares of such series shall be designated as "Series A X Junior Participating Preferred Stock" (the "Series A X Preferred Stock") and the number of shares constituting the Series A X Preferred Stock shall be Four Hundred Fifty Eight Thousand (400,00058,000). 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 X 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 which are convertible into Series A X Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") ), the shares of such series shall be $0.01 par value and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand (400,000)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 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 Preferred Stock.

Designation and Amount. The shares of such series shall ---------------------- be designated as "Series A Junior Participating Convertible Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand three thousand (400,0003,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, that however, no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants for, or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.A

Designation and Amount. The shares of such series shall be designated as "Series A G Junior Participating Preferred Stock" (the "Series A G Preferred Stock") and the number of shares constituting the Series A G Preferred Stock shall be Four Hundred Thousand fifty thousand (400,00050,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors of the Corporation (the "Board"); provided, that no decrease shall reduce the number of shares of Series A G 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 G Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "“Series A Junior Participating Cumulative Preferred Stock" ” (the "“Series A Preferred Stock"”) and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)50,000. 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 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 the Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand Two Million (400,0002,000,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; providedPROVIDED, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus the number of Series A Preferred Stock 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 Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)_________________. Such number of shares of Series A Preferred Stock 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 Preferred 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 or exercisable into Series A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four One Million Five Hundred Thousand (400,0001,500,000). 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 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 Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as "Series A Junior X Participating Preferred Stock" (the "Series A X Preferred Stock") and the number of shares constituting the Series A Preferred Stock such series shall be Four Hundred Thousand (400,000)1,000,000. Such number of shares of Series X Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A X Preferred Stock to a number less than the number of shares of Series X Preferred Stock then outstanding plus the number of shares of Series X Preferred Stock reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible or exercisable into Series A X Preferred Stock.

Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be Four Hundred Thousand one hundred thousand (400,000100,000). 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 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 Preferred Stock. 43 2.