
                            EXHIBIT 4-5



                       PREFERRED STOCK TERMS


          Section 1.  DIVIDENDS.

          A.   GENERAL   OBLIGATION.    When   and   as   declared  by  the
Corporation's  Board  of  Directors and to the extent permitted  under  the
General Corporation Law of Delaware, the Corporation shall pay preferential
dividends in cash to the holders  of  the  Series  A  Preferred  Stock (the
"Series  A  Preferred") as provided in this Section 1.  Except as otherwise
provided herein,  dividends  on  each  share  of  the Series A Preferred (a
"Share") shall accrue on a daily basis at the rate  of 12% per annum of the
sum  of  the  Liquidation  Value  thereof plus all accumulated  and  unpaid
dividends thereon from and including  the date of issuance of such Share to
and including the first to occur of (i)  the  date on which the Liquidation
Value of such Share (plus all accrued and unpaid dividends thereon) is paid
to the holder thereof in connection with the liquidation of the Corporation
or the redemption of such Share by the Corporation,  (ii) the date on which
such Share is converted into shares of Conversion Stock  hereunder or (iii)
the  date  on  which  such share is otherwise acquired by the  Corporation.
Such dividends shall accrue  whether  or  not  they  have been declared and
whether or not there are profits, surplus or other funds of the Corporation
legally  available  for the payment of dividends.  The date  on  which  the
Corporation initially  issues  any Share shall be deemed to be its "date of
issuance" regardless of the number  of times transfer of such Share is made
on the stock records maintained by or for the Corporation and regardless of
the number of certificates which may be issued to evidence such Share.

          B.   DIVIDEND REFERENCE DATES.   To  the extent not paid on March
31, June 30, September 30 and December 31 of each  year, beginning June 30,
1995 (the "Dividend Reference Dates"), all dividends  which have accrued on
each Share outstanding during the three-month period (or  other  period  in
the  case  of  the  initial  Dividend Reference Date) ending upon each such
Dividend Reference Date shall  be  accumulated and shall remain accumulated
dividends with respect to such Share until paid to the holder thereof.

          C.   DISTRIBUTION  OF  PARTIAL   DIVIDEND  PAYMENTS.   Except  as
otherwise provided herein, if at any time the  Corporation  pays  less than
the  total  amount  of dividends then accrued with respect to the Series  A
Preferred, such payment  shall  be  distributed  pro rata among the holders
thereof based upon the number of Shares held by each such holder.

          Section 2.  LIQUIDATION.

          Upon  any  liquidation,  dissolution  or  winding   up   of   the
Corporation  (whether  voluntary  or  involuntary), each holder of Series A
Preferred shall be entitled to be paid,  before any distribution or payment
is  made  upon  any  Junior Securities, an amount  in  cash  equal  to  the
aggregate Liquidation  Value  of  all  Shares held by such holder (plus all
accrued  and  unpaid  dividends  thereon), and  the  holders  of  Series  A
Preferred shall not be entitled to  any  further payment.  If upon any such
liquidation, dissolution or winding up of the Corporation the Corporation's
assets to be distributed among the holders  of  the  Series A Preferred are
insufficient  to  permit  payment to such holders of the  aggregate  amount
which they are entitled to  be  paid  under this Section 2, then the entire
assets available to be distributed to the  Corporation's stockholders shall
be  distributed  pro  rata  among  such holders based  upon  the  aggregate
Liquidation Value (plus all accrued  and  unpaid dividends) of the Series A
Preferred held by each such holder.  Prior  to the liquidation, dissolution
or winding up of the Corporation, the Corporation shall declare for payment
all accrued and unpaid dividends with respect  to  the  Series A Preferred,
but  only to the extent of funds of the Corporation legally  available  for
the payment  of dividends.  Not less than 60 days prior to the payment date
stated therein,  the  Corporation  shall  mail  written  notice of any such
liquidation, dissolution or winding up to each record holder  of  Series  A
Preferred,  setting forth in reasonable detail the amount of proceeds to be
paid with resect to each Share and each share of Common Stock in connection
with  such  liquidation,   dissolution   or   winding   up.    Neither  the
consolidation or merger of the Corporation into or with any other entity or
entities (whether or not the Corporation is the surviving entity),  nor the
sale  or transfer by the Corporation of all or any part of its assets,  nor
the reduction of the capital stock of the Corporation nor any other form of
recapitalization  or  reorganization  affecting  the  Corporation  shall be
deemed  to  be  a liquidation, dissolution or winding up of the Corporation
within the meaning of this Section 2.

          Section  3.   PRIORITY  OF  SERIES  A  PREFERRED ON DIVIDENDS AND
REDEMPTIONS.

          So  long as any Series A Preferred remains  outstanding,  without
the prior written  consent  of the holders of a majority of the outstanding
shares of Series A Preferred,  the  Corporation  shall  not,  nor  shall it
permit any Subsidiary to, redeem, purchase or otherwise acquire directly or
indirectly  any  Junior  Securities, nor shall the Corporation directly  or
indirectly pay or declare  any  dividend  or make any distribution upon any
Junior Securities.

          Section 4.  REDEMPTIONS.

          A.   SCHEDULED  REDEMPTION.   On May  19,  2002  (the  "Scheduled
Redemption Date"), the Corporation shall  redeem  all outstanding Shares of
Series A Preferred at a price per Share equal to the  greater  of  (i)  the
Liquidation  Value  thereof  (plus accrued and unpaid dividends thereon) or
(ii) the Market Price of the Common  Stock into which such Shares of Series
A  Preferred  (on  the  date which is five  days  prior  to  the  Scheduled
Redemption Date) are convertible on the Schedule Redemption Date.

          B.   OPTIONAL REDEMPTIONS.   The  Corporation may at any time and
from  time to time redeem all or any portion of  the  Shares  of  Series  A
Preferred  then  outstanding;  provided  that  the minimum number of shares
subject to such redemption shall be the lesser of  100 shares or the number
of shares outstanding as of such redemption.  Upon any such redemption, the
Corporation  shall  pay  a price per Share equal to the  Liquidation  Value
thereof (plus all accrued and unpaid dividends thereon).

          C.   REDEMPTION PAYMENTS.  For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay
to the holder thereof (upon  surrender  by such holder at the Corporation's
principal office of the certificate representing  such  Share) an amount in
cash  equal  to the Liquidation Value of such Share (plus all  accrued  and
unpaid dividends  thereon);  provided  that,  in  the  case of a redemption
pursuant  to paragraph 4A, to the extent the amount in subparagraph  4A(ii)
exceeds the  amount  in subparagraph 4A(i), all or a portion of such excess
may, at the option of  the Corporation's Board of Directors, be paid in the
form of Common Stock (valued at the Market Price of the Common Stock on the
date which is five trading  days prior to the Scheduled Redemption Date) up
to and not exceeding a number  of  shares  of  Common  Stock  equal  to  20
multiplied  by  the average daily trading volume of the Common Stock in the
public markets for a period of 45 consecutive trading days ending five days
prior to the Scheduled  Redemption  Date and the remainder shall be paid in
cash.  Such shares of Common Stock shall  be applied first to the repayment
of Liquidation Value, then to accrued but unpaid  dividends.   If the funds
of  the  Corporation  legally  available  for  redemption of Shares on  the
Scheduled Redemption Date are insufficient to redeem  the  total  number of
Shares to be redeemed on such date, those funds which are legally available
shall  be  used  to  redeem  the maximum possible number of Shares pro rata
among the holders of the Shares  to  be  redeemed  based upon the aggregate
Liquidation Value of such Shares held by each such holder (plus all accrued
and  unpaid  dividends  thereon).  At any time thereafter  when  additional
funds of the Corporation  are  legally  available  for  the  redemption  of
Shares,  such  funds shall immediately be used to redeem the balance of the
Shares  which the  Corporation  has  become  obligated  to  redeem  on  the
Scheduled  Redemption  Date  but  which  it has not redeemed.  Prior to any
redemption of Series A Preferred, the Corporation shall declare for payment
all accrued and unpaid dividends with respect to the Shares which are to be
redeemed,  but  only  to the extent of funds  of  the  Corporation  legally
available for the payment of dividends.

          D.   NOTICE OF  REDEMPTION.  Except as otherwise provided herein,
the Corporation shall mail  written notice of each redemption of any Series
A Preferred (other than a redemption  at the request of a holder or holders
of Series A Preferred) to each record holder  thereof  not more than 60 nor
less than 30 days prior to the date on which such redemption is to be made.
Upon mailing any notice of redemption which relates to a  redemption at the
Corporation's option, the Corporation shall become obligated  to redeem the
total  number of Shares specified in such notice at the time of  redemption
specified  therein.   In  case  fewer  than  the  total  number  of  Shares
represented by any certificate are redeemed, a new certificate representing
the  number  of  unredeemed  Shares  shall  be issued to the holder thereof
without cost to such holder within five business  days  after  surrender of
the certificate representing the redeemed Shares.

          E.   DETERMINATION  OF THE NUMBER OF EACH HOLDER'S SHARES  TO  BE
REDEEMED.  Except as otherwise  provided  herein,  the  number of Shares of
Series A Preferred to be redeemed from each holder thereof  in  redemptions
hereunder shall be the number of Shares determined by multiplying the total
number  of  Shares to be redeemed times a fraction, the numerator of  which
shall be the  total  number  of  Shares  then  held  by such holder and the
denominator of which shall be the total number of Shares then outstanding.

          F.   DIVIDENDS AFTER REDEMPTION DATE.  No Share shall be entitled
to any dividends accruing after the date on which the  Liquidation Value of
such Share (plus all accrued and unpaid dividends thereon)  is  paid to the
holder of such Share.  On such date, all rights of the holder of such Share
shall  cease,  and  such  Share shall no longer be deemed to be issued  and
outstanding.

          G.   REDEEMED OR OTHERWISE ACQUIRED SHARES.  Any Shares which are
redeemed or otherwise acquired  by  the  Corporation  shall be canceled and
retired to authorized but unissued shares and shall not  be  reissued, sold
or transferred.

          H.   OTHER  REDEMPTIONS  OR ACQUISITIONS.  The Corporation  shall
not, nor shall it permit any Subsidiary to, redeem or otherwise acquire any
Shares of Series A Preferred, except  as  expressly  authorized  herein  or
pursuant  to  a  purchase  offer  made  pro rata to all holders of Series A
Preferred on the basis of the number of Shares owned by each such holder.

          I.   PAYMENT  OF  ACCRUED  DIVIDENDS.    Except  as  provided  in
paragraph 4J, the Corporation may not redeem any Series A Preferred, unless
all  dividends  accrued on the outstanding Series A Preferred  through  the
immediately preceding  Dividend  Reference Date have been declared and paid
in full.

          J.   SPECIAL REDEMPTIONS.

               (i)  If a Change in  Control has occurred or the Corporation
obtains  knowledge  that a Change in Control  is  proposed  to  occur,  the
Corporation shall give  prompt  written  notice  of  such Change in Control
describing in reasonable detail the material terms and date of consummation
thereof to each holder of Series A Preferred, but in any  event such notice
shall not be given later than five days after the occurrence of such Change
in  Control,  and  the  Corporation  shall  give  each  holder of Series  A
Preferred  prompt  written notice of any material change in  the  terms  or
timing of such transaction.   Any  holder of Series A Preferred may require
the Corporation to redeem all or any  portion  of  the  Series  A Preferred
owned  by such holder or holders at a price per Share equal to the  greater
of (1) the Liquidation Value thereof (plus all accrued and unpaid dividends
thereon),  (2)  the Market Price (as of the date which is five trading days
prior to the occurrence of such Change in Control) of the Common Stock into
which such Shares of Series A Preferred are convertible on such date or (3)
the value of the  Common Stock into which such Shares of Series A Preferred
are convertible as  of  the consummation of the Change in Control reflected
by the Change in Control  transaction,  by  giving  written  notice  to the
Corporation  of  such  election  prior  to  the  later of (a) 21 days after
receipt  of  the  Corporation's  notice  and  (b) five days  prior  to  the
consummation  of  the  Change  in  Control  (the "Expiration  Date").   The
Corporation shall give prompt written notice  of  any  such election to all
other  holders  of  Series A Preferred within five days after  the  receipt
thereof, and each such  holder  shall  have  until  the  later  of  (a) the
Expiration  Date  or  (b)  ten  days after receipt of such second notice to
request redemption hereunder (by  giving written notice to the Corporation)
of all or any portion of the Series A Preferred owned by such holder.

         (ii)  Upon receipt of such  election(s),  the Corporation shall be
obligated to redeem the aggregate number of Shares specified therein on the
occurrence  of the Change in Control.  If any proposed  Change  in  Control
does not occur,  all  requests for redemption in connection therewith shall
be automatically rescinded,  or  if there has been a material change in the
terms or the timing of the transaction,  any  holder  of Series A Preferred
may rescind such holder's request for redemption by giving  written  notice
of such rescission to the Corporation.

        (iii)  A  "Change  in Control" shall be deemed to have occurred  at
such  time  as any of the following  events  shall  occur:  (a)  any  sale,
transfer or issuance  or  series  of  sales,  transfers and/or issuances of
Common Stock by the Corporation or any holders thereof which results in any
Person  or  group  of  Persons  (as  the term "group"  is  used  under  the
Securities Exchange Act of 1934) owning  more  than 40% of the Common Stock
outstanding immediately after such sale, transfer  or issuance or series of
sales,  transfers  and/or  issuances  or  (b) during any  12-month  period,
individuals   who  at  the  beginning  of  such  period   constituted   the
Corporation's Board  of  Directors  (together  with any new directors whose
election by such Board of Directors or whose nomination for election by the
stockholders of the Corporation was approved by  a  majority  vote  of  the
directors  who  were  either  directors  at the beginning of such period or
whose election or nomination for election was previously so approved) cease
for  any  reason to constitute a majority of  the  Corporation's  Board  of
Directors then in office.

         (iv)  If   a   Fundamental   Change  is  proposed  to  occur,  the
Corporation shall give written notice of such Fundamental Change describing
in reasonable detail the material terms and date of consummation thereof to
each holder of Series A Preferred not more  than  45  days nor less than 20
days  prior  to  the  consummation  of  such  Fundamental Change,  and  the
Corporation  shall give each holder of Series A  Preferred  prompt  written
notice of any  material  change in the terms or timing of such transaction.
Any holder of Series A Preferred  may require the Corporation to redeem all
or any portion of the Series A Preferred  owned  by  such holder at a price
per Share equal to the greater of (1) Liquidation Value  thereof  (plus all
accrued and unpaid dividends thereon), (2) the Market Price (as of the date
which  is  five  trading  days  prior to the occurrence of such Fundamental
Change) of the Common Stock into  which  such  Shares of Series A Preferred
are  convertible on such date or (3) the value of  the  Common  Stock  into
which  such  Shares  of  Series  A  Preferred  are  convertible  as  of the
consummation  of the Fundamental Change reflected by the Fundamental Change
transaction, by  giving  written notice to the Corporation of such election
prior to the later of (a)  ten  days  prior  to  the  consummation  of  the
Fundamental  Change  or  (b)  ten  days  after  receipt  of notice from the
Corporation.   The  Corporation  shall give prompt written notice  of  such
election to all other holders of Series  A  Preferred  (but  in  any  event
within five days prior to the consummation of the Fundamental Change),  and
each such holder shall have until two days after the receipt of such notice
to  request  redemption (by written notice given to the Corporation) of all
or any portion of the Series A Preferred owned by such holder.

          (v)  Upon  receipt  of such election(s), the Corporation shall be
obligated to redeem the aggregate  number  of Shares specified therein upon
the consummation of such Fundamental Change.   If  any proposed Fundamental
Change does not occur, all requests for redemption in  connection therewith
shall be automatically rescinded, or if there has been a material change in
the  terms  or  the  timing  of  the  transaction, any holder of  Series  A
Preferred may rescind such holder's request  for  redemption  by delivering
written notice thereof to the Corporation prior to the consummation  of the
transaction.

          (vi) The term "Fundamental Change" means (a) any sale or transfer
of more than 50% of the assets of the Corporation and its Subsidiaries on a
consolidated  basis  (measured  either  by  book  value  in accordance with
generally accepted accounting principles consistently applied  or  by  fair
market  value  determined  in  the  reasonable  good  faith judgment of the
Corporation's  Board  of  Directors)  in  any  transaction  or   series  of
transactions (other than sales in the ordinary course of business)  and (b)
any merger or consolidation to which the Corporation is a party, except for
a  merger  in which the Corporation is the surviving corporation, the terms
of the Series A Preferred are not changed and the Series A Preferred is not
exchanged for  cash,  securities or other property, and after giving effect
to such merger, no Person  or group of Persons (as the term "group" is used
under the Securities Act of  1934)  owns  more than 40% of the Common Stock
outstanding immediately after such merger.

          Section 5.  VOTING RIGHTS.

          A. ELECTION OF DIRECTORS.  So long  as at least 3,300 Shares of
the Series A Preferred remain outstanding, in the  election of directors of
the Corporation, the holders of the Series A Preferred,  voting  separately
as   a  single  class  to  the  exclusion  of  all  other  classes  of  the
Corporation's  capital  stock  and  with  each  Share of Series A Preferred
entitled to one vote, shall be entitled to elect  one  director to serve on
the Corporation's Board of Directors until his successor is duly elected by
the holders of the Series A Preferred or he is removed from  office  by the
holders  of  the  Series  A  Preferred.   If  the  holders  of the Series A
Preferred   for   any  reason  fail  to  elect  anyone  to  fill  any  such
directorship, such  position  shall  remain  vacant  until such time as the
holders of the Series A Preferred elect a director to  fill  such  position
and shall not be filled by resolution or vote of the Corporation's Board of
Directors or the Corporation's other stockholders.

          B. OTHER  VOTING RIGHTS.  The holders of the Series A Preferred
shall be entitled to notice of all stockholders meetings in accordance with
the Corporation's bylaws,  and  the holders of the Series A Preferred shall
be entitled to vote on all matters submitted to the stockholders for a vote
together with the holders of the  Common  Stock voting together as a single
class with each share of Common Stock entitled  to  one  vote per share and
each  Share of Series A Preferred entitled to one vote for  each  share  of
Common  Stock  issuable upon conversion of the Series A Preferred as of the
record date for  such  vote  or,  if no record date is specified, as of the
date of such vote.

          Section 6.  CONVERSION.

          A. CONVERSION PROCEDURE.

          (i)  At any time and from  time  to  time, any holder of Series A
Preferred  may  convert  all  or  any  portion of the  Series  A  Preferred
(including any fraction of a Share) held  by  such  holder into a number of
shares of Conversion Stock computed by multiplying the  number of Shares to
be converted by $1,000 and dividing the result by the Conversion Price then
in effect.

         (ii)  Except  as  otherwise  provided herein, each  conversion  of
Series A Preferred shall be deemed to have been effected as of the close of
business on the date on which the certificate  or certificates representing
the Series A Preferred to be converted have been surrendered for conversion
at  the  principal  office  of  the  Corporation.  At  the  time  any  such
conversion  has been effected, the rights  of  the  holder  of  the  Shares
converted as  a  holder of Series A Preferred shall cease and the Person or
Persons in whose name  or  names any certificate or certificates for shares
of Conversion Stock are to be  issued  upon such conversion shall be deemed
to have become the holder or holders of  record of the shares of Conversion
Stock represented thereby.

        (iii)  The conversion rights of any  Share  subject  to  redemption
hereunder shall terminate on the Redemption Date for such Share unless  the
Corporation  has  failed to pay to the holder thereof the Liquidation Value
of such Share (plus all accrued and unpaid dividends thereon).

         (iv)  Notwithstanding  any other provision hereof, if a conversion
of Series A Preferred is to be made in connection with a Public Offering, a
Change in Control, a Fundamental  Change or other transaction affecting the
Corporation, the conversion of any Shares of Series A Preferred may, at the
election of the holder thereof, be  conditioned  upon  the  consummation of
such transaction, in which case such conversion shall not be  deemed  to be
effective until such transaction has been consummated.

          (v)  As  soon  as  possible  after a conversion has been effected
(but in any event within five business days in the case of subparagraph (a)
below), the Corporation shall deliver to the converting holder:

               (a)  a certificate or certificates  representing  the number
     of shares of Conversion Stock issuable by reason of such conversion in
     such  name  or  names  and  such denomination or denominations as  the
     converting holder has specified; and

               (b)  a certificate  representing  any  Shares  of  Series  A
     Preferred  which  were  represented by the certificate or certificates
     delivered to the Corporation  in  connection  with such conversion but
     which were not converted.

         (vi)  Upon  conversion, the accrued and unpaid  dividends  on  the
Series A Preferred being  converted  shall  be  extinguished  and  shall no
longer be deemed payable.

        (vii)  The issuance of certificates for shares of Conversion  Stock
upon  conversion  of Series A Preferred shall be made without charge to the
holders of such Series  A Preferred for any issuance tax in respect thereof
or  other  cost  incurred  by  the  Corporation  in  connection  with  such
conversion and the related issuance  of  shares  of Conversion Stock.  Upon
conversion of each Share of Series A Preferred, the  Corporation shall take
all  such actions as are necessary in order to insure that  the  Conversion
Stock  issuable  with  respect  to such conversion shall be validly issued,
fully paid and nonassessable, free  and  clear of all taxes, liens, charges
and encumbrances with respect to the issuance thereof.

       (viii)  The  Corporation  shall  not close  its  books  against  the
transfer of Series A Preferred or of Conversion  Stock  issued  or issuable
upon  conversion of Series A Preferred in any manner which interferes  with
the timely  conversion of Series A Preferred.  The Corporation shall assist
and cooperate  with  any holder of Shares required to make any governmental
filings or obtain any  governmental approval prior to or in connection with
any conversion of Shares  hereunder  (including, without limitation, making
any filings required to be made by the Corporation).

         (ix)  The  Corporation  shall  at  all  times  reserve  and   keep
available  out  of its authorized but unissued  shares of Conversion Stock,
solely  for the purpose of issuance upon the conversion  of  the  Series  A
Preferred,  such  number  of  shares  of Conversion Stock issuable upon the
conversion of all outstanding Series A Preferred.  All shares of Conversion
Stock which are so issuable shall, when issued, be duly and validly issued,
fully paid and nonassessable and free from  all  taxes,  liens and charges.
The Corporation shall take all such actions as may be necessary  to  assure
that all such shares of Conversion Stock may be so issued without violation
of any applicable law or governmental regulation or any requirements of any
domestic  securities exchange upon which shares of Conversion Stock may  be
listed (except  for  official notice of issuance which shall be immediately
delivered by the Corporation  upon  each  such  issuance).  The Corporation
shall not take any action which would cause the number  of  authorized  but
unissued  shares  of  Conversion  Stock  to be less than the number of such
shares required to be reserved hereunder for  issuance  upon  conversion of
the Series A Preferred.

          (x)  If  any  fractional interest in a share of Conversion  Stock
would, except for the provisions  of  this  subparagraph, be delivered upon
any  conversion  of the Series A Preferred, the  Corporation,  in  lieu  of
delivering the fractional share therefor, shall pay an amount to the holder
thereof equal to the  Market  Price  of  such fractional interest as of the
date of conversion.

          B.  CONVERSION PRICE.

          (i)  The initial Conversion Price  shall be $16.00.   In order to
prevent dilution of the conversion rights granted under this Section 6, the
Conversion Price shall be subject to adjustment  from time to time pursuant
to this paragraph 6B.

         (ii)  If  and  whenever the Corporation issues  or  sells,  or  in
accordance with paragraph 6C is deemed to have issued or sold, any share of
Common Stock for a consideration  per  share less than the Conversion Price
in effect immediately prior to such time,  then immediately upon such issue
or sale or deemed issue or sale the Conversion  Price  shall  be reduced to
the  lowest net price per share (as determined pursuant to paragraph  6C(v)
below)  at  which any such share of Common Stock has been issued or sold or
is deemed to have been issued or sold.

        (iii)  Notwithstanding  the foregoing, there shall be no adjustment
to the Conversion Price hereunder  with  respect  to  the granting of stock
options to employees or directors of the Corporation and  its  Subsidiaries
or  the  exercise  thereof  or  the  granting of stock appreciation rights,
phantom stock rights or other similar  rights  to employees or directors of
the  Corporation  for  (or  rights relating to) an aggregate  of  1,596,702
shares of Common Stock (976,594  options  being  currently outstanding) (as
such  number of shares is equitably adjusted for subsequent  stock  splits,
stock combinations,  stock  dividends and recapitalizations and such number
shall include all stock options  outstanding as of the date of the Purchase
Agreement).

          C.   EFFECT ON CONVERSION  PRICE OF CERTAIN EVENTS.  For purposes
of  determining  the adjusted Conversion  Price  under  paragraph  6B,  the
following shall be applicable:

          (i)  ISSUANCE  OF  RIGHTS  OR OPTIONS.  If the Corporation in any
manner grants or sells any Option and  the lowest price per share for which
any one share of Common Stock is issuable  upon  the  exercise  of any such
Option, or upon conversion or exchange of any Convertible Security issuable
upon  exercise  of  any  such Option, is less than the Conversion Price  in
effect immediately prior to  the  time  of  the  granting  or  sale of such
Option,  then  such share of Common Stock shall be deemed to be outstanding
and to have been  issued  and  sold  by  the Corporation at the time of the
granting or sale of such Option for such price  per share.  For purposes of
this  paragraph, the "lowest price per share for which  any  one  share  of
Common  Stock  is issuable" shall be equal to the sum of the lowest amounts
of consideration  (if  any)  received or receivable by the Corporation with
respect to any one share of Common  Stock  upon the granting or sale of the
Option, upon exercise of the Option and upon  conversion or exchange of any
Convertible Security issuable upon exercise of  such  Option.   No  further
adjustment  of the Conversion Price shall be made upon the actual issue  of
such Common Stock  or  such  Convertible Security upon the exercise of such
Options or upon the actual issue  of  such  Common Stock upon conversion or
exchange of such Convertible Security.

         (ii)  ISSUANCE OF CONVERTIBLE SECURITIES.   If  the Corporation in
any  manner issues or sells any Convertible Security and the  lowest  price
per share  for  which  any  one  share  of  Common  Stock  is issuable upon
conversion or exchange thereof is less than the Conversion Price  in effect
immediately  prior  to  the time of such issue or sale, then such share  of
Common Stock shall be deemed  to be outstanding and to have been issued and
sold by the Corporation at the  time  of  the  issuance  or  sale  of  such
Convertible  Securities for such price per share.  For the purposes of this
paragraph, the  "lowest  price  per share for which any one share of Common
Stock is issuable" shall be equal  to  the  sum  of  the  lowest amounts of
consideration  (if  any)  received  or  receivable by the Corporation  with
respect to any one share of Common Stock  upon  the issuance or sale of the
Convertible  Security  and  upon  the  conversion  or  exchange   of   such
Convertible  Security.  No further adjustment of the Conversion Price shall
be made upon the  actual  issue  of  such  Common  Stock upon conversion or
exchange of any Convertible Security, and if any such issue or sale of such
Convertible  Security  is  made  upon  exercise  of any Options  for  which
adjustments of the Conversion Price had been or are  to be made pursuant to
other provisions of this Section 6, no further adjustment of the Conversion
Price shall be made by reason of such issue or sale.

        (iii)  CHANGE IN OPTION PRICE OR CONVERSION RATE.   If the purchase
price  provided  for in any Option, the additional consideration  (if  any)
payable upon the issue,  conversion or exchange of any Convertible Security
or  the  rate at which any Convertible  Security  is  convertible  into  or
exchangeable  for Common Stock changes at any time, the Conversion Price in
effect at the time  of  such  change  shall  be adjusted immediately to the
Conversion Price which would have been in effect  at  such  time  had  such
Option  or  Convertible  Security  originally  provided  for  such  changed
purchase  price,  additional  consideration or conversion rate, as the case
may be, at the time initially granted,  issued  or  sold.   For purposes of
paragraph 6C, if the terms of any Option or Convertible Security  which was
outstanding as of May 19, 1995 are changed in the manner described  in  the
immediately  preceding  sentence,  then such Option or Convertible Security
and the Common Stock deemed issuable  upon exercise, conversion or exchange
thereof shall be deemed to have been issued  as of the date of such change;
provided that no such change shall at any time  cause  the Conversion Price
hereunder to be increased.

         (iv)  TREATMENT  OF  EXPIRED  OPTIONS AND UNEXERCISED  CONVERTIBLE
SECURITIES.  Upon the expiration of any  Option  or  the termination of any
right to convert or exchange any Convertible Security  without the exercise
of any such Option or right, the Conversion Price then in  effect hereunder
shall be adjusted immediately to the Conversion Price which would have been
in effect at the time of such expiration or termination had  such Option or
Convertible Security, to the extent outstanding immediately prior  to  such
expiration  or  termination,  never  been  issued;  provided  that  if such
expiration  or  termination  would  result in an increase in the Conversion
Price then in effect, such increase shall  not  be  effective until 30 days
after written notice thereof has been given to all holders  of the Series A
Preferred.  For purposes of paragraph 6C, the expiration or termination  of
any Option or Convertible Security which was outstanding as of May 19, 1995
shall  not  cause the Conversion Price hereunder to be adjusted unless, and
only  to the extent  that,  a  change  in  the  terms  of  such  Option  or
Convertible  Security caused it to be deemed to have been issued after such
date.

          (v)  CALCULATION OF CONSIDERATION RECEIVED.  If any Common Stock,
Option or Convertible  Security  is  issued  or sold or deemed to have been
issued  or  sold  for cash, the consideration received  therefor  shall  be
deemed to be the amount  received  by  the  Corporation  therefor  (net  of
discounts,  commissions and related expenses).  If any Common Stock, Option
or Convertible  Security  is  issued or sold for a consideration other than
cash, the amount of the consideration  other  than  cash  received  by  the
Corporation  shall  be  the  fair value of such consideration, except where
such consideration consists of  securities,  in  which  case  the amount of
consideration received by the Corporation shall be the Market Price thereof
as  of  the  date  of  receipt.  If any Common Stock, Option or Convertible
Security is issued to the  owners of the non-surviving entity in connection
with any merger in which the  Corporation is the surviving corporation, the
amount of consideration therefor  shall  be  deemed to be the fair value of
such portion of the net assets and business of  the non-surviving entity as
is  attributable to such Common Stock, Option or Convertible  Security,  as
the case  may  be.  The fair value of any consideration other than cash and
securities shall  be  determined jointly by the Corporation and the holders
of a majority of the outstanding  Series  A Preferred.  If such parties are
unable to reach agreement within a reasonable  period  of  time,  the  fair
value of such consideration shall be determined by an independent appraiser
experienced  in  valuing such type of consideration jointly selected by the
Corporation and the  holders  of  a  majority  of  the outstanding Series A
Preferred.  The determination of such appraiser shall  be final and binding
upon  the  parties,  and the fees and expenses of such appraiser  shall  be
borne by the Corporation.

         (vi)  INTEGRATED  TRANSACTIONS.   In  case any Option is issued in
connection with the issue or sale of other securities  of  the Corporation,
together  comprising  one  integrated  transaction  in  which  no  specific
consideration  is  allocated  to  such  Option  by the parties thereto, the
Option shall be deemed to have been issued for a consideration of $.01.

        (vii)  TREASURY  SHARES.   The  number of shares  of  Common  Stock
outstanding at any given time shall not include  shares owned or held by or
for the account of the Corporation or any Subsidiary,  and  the disposition
of  any  shares  so owned or held shall be considered an issue or  sale  of
Common Stock.

       (viii)  RECORD  DATE.   If  the  Corporation  takes  a record of the
holders of Common Stock for the purpose of entitling them (a)  to receive a
dividend  or  other  distribution  payable in Common Stock, Options  or  in
Convertible Securities or (b) to subscribe  for  or  purchase Common Stock,
Options or Convertible Securities, then such record date shall be deemed to
be the date of the issue or sale of the shares of Common  Stock  deemed  to
have  been issued or sold upon the declaration of such dividend or upon the
making of such other distribution or the date of the granting of such right
of subscription or purchase, as the case may be.

          D.   SUBDIVISION   OR  COMBINATION  OF  COMMON  STOCK.   If  the
Corporation at any time subdivides  (by  any  stock  split, stock dividend,
recapitalization  or  otherwise)  one  or more classes of  its  outstanding
shares  of Common Stock into a greater number  of  shares,  the  Conversion
Price  in   effect   immediately   prior   to  such  subdivision  shall  be
proportionately reduced, and if the Corporation  at  any  time combines (by
reverse  stock  split or otherwise) one or more classes of its  outstanding
shares of Common  Stock  into  a  smaller  number of shares, the Conversion
Price   in   effect  immediately  prior  to  such  combination   shall   be
proportionately increased.

          E.    REORGANIZATION,  RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE.     Any    recapitalization,    reorganization,     reclassification,
consolidation,   merger,   sale   of  all  or  substantially  all  of   the
Corporation's assets or other transaction,  in  each case which is effected
in such a manner that the holders of Common Stock  are  entitled to receive
(either  directly  or  upon  subsequent  liquidation) stock, securities  or
assets with respect to or in exchange for  Common  Stock,  is  referred  to
herein  as  an  "Organic Change".  Prior to the consummation of any Organic
Change, the Corporation  shall  make  appropriate  provisions  (in form and
substance  satisfactory  to  the  holders  of  a  majority of the Series  A
Preferred then outstanding) to insure that each of  the holders of Series A
Preferred shall thereafter have the right to acquire  and  receive, in lieu
of  or  in addition to (as the case may be) the shares of Conversion  Stock
immediately  theretofore  acquirable  and receivable upon the conversion of
such  holder's Series A Preferred, such  shares  of  stock,  securities  or
assets  as  such holder would have received in connection with such Organic
Change if such  holder  had  converted  its  Series A Preferred immediately
prior  to such Organic Change.  In each such case,  the  Corporation  shall
also make appropriate provisions (in form and substance satisfactory to the
holders of a majority of the Series A Preferred then outstanding) to insure
that the  provisions  of  this  Section 6 and Sections 7 and 8 hereof shall
thereafter be applicable to the Series  A Preferred (including, in the case
of any such consolidation, merger or sale  in which the successor entity or
purchasing entity is other than the Corporation, an immediate adjustment of
the Conversion Price to the value for the Common  Stock  reflected  by  the
terms  of such consolidation, merger or sale, and a corresponding immediate
adjustment  in  the  number  of  shares  of Conversion Stock acquirable and
receivable upon conversion of Series A Preferred, if the value so reflected
is  less  than the Conversion Price in effect  immediately  prior  to  such
consolidation,  merger or sale).  The Corporation shall not effect any such
consolidation, merger  or  sale,  unless prior to the consummation thereof,
the  successor  entity  (if  other than  the  Corporation)  resulting  from
consolidation or merger or the  entity  purchasing  such  assets assumes by
written instrument (in form and substance satisfactory to the  holders of a
majority  of  the  Series A Preferred then outstanding), the obligation  to
deliver to each such  holder such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such holder may be entitled to
acquire.

          F.    CERTAIN   EVENTS.    If   any  event  occurs  of  the  type
contemplated by the provisions of this Section 6 but not expressly provided
for  by  such  provisions  (including the granting  of  stock  appreciation
rights, phantom stock rights  or  other  rights with equity features), then
the Corporation's Board of Directors shall  make  an appropriate adjustment
in  the  Conversion Price so as to protect the rights  of  the  holders  of
Series A Preferred;  provided  that  no  such adjustment shall increase the
Conversion Price as otherwise determined pursuant  to  this  Section  6  or
decrease  the number of shares of Conversion Stock issuable upon conversion
of each Share of Series A Preferred.

          G.    NOTICES.

          (i)  Immediately upon any adjustment of the Conversion Price, the
Corporation  shall  give  written notice thereof to all holders of Series A
Preferred,  setting  forth  in   reasonable   detail   and  certifying  the
calculation of such adjustment.

         (ii)  The Corporation shall give written notice  to all holders of
Series  A  Preferred  at  least  20  days  prior  to the date on which  the
Corporation  closes its books or takes a record (a)  with  respect  to  any
dividend or distribution  upon  Common  Stock,  (b) with respect to any pro
rata subscription offer to holders of Common Stock  or  (c) for determining
rights  to  vote  with  respect  to  any  Organic  Change,  dissolution  or
liquidation.

        (iii)  The  Corporation  shall  also  give  written notice  to  the
holders of Series A Preferred at least 20 days prior  to  the date on which
any Organic Change shall take place.

          H.   MANDATORY  CONVERSION.   All  of  the Shares of  issued  and
outstanding Series A Preferred will be automatically  converted  to  Common
Stock at the Conversion Price then in effect without any further action  on
the  part  of  the Corporation or the holders thereof if, at any time after
May 19, 1997, (i)  the  daily  trading  volume  of  the Common Stock in the
public markets exceeds 5% of the number of shares of  Common Stock issuable
upon  conversion  of  all  Shares  of  Series A Preferred for  each  of  45
consecutive trading days, (ii) no holder  of  Series A Preferred is subject
to any underwriters lockup agreement restricting the transferability of the
shares  of  Conversion  Stock issuable upon conversion  of  such  Series  A
Preferred and (iii) the Market  Price  of  the  Common  Stock on any of the
anniversary dates of the issuance of the Notes set forth  below  equals  or
exceeds  the corresponding price set forth below (subject to adjustment for
stock splits, stock consolidations and stock dividends):

                    2nd Anniversary     $32.00
                    3rd Anniversary     $32.00
                    4th Anniversary     $39.06
                    5th Anniversary     $39.81
                    6th Anniversary     $47.78
                    7th Anniversary     $57.33

          In  the  event  that  any  measurement of the market price of the
Common Stock is to occur on a date between two anniversary dates, the share
price  amounts above shall be prorated  (based  upon  the  number  of  days
elapsed between such anniversary dates).

          Section 7.  LIQUIDATING DIVIDENDS.

          If  the  Corporation  declares or pays a dividend upon the Common
Stock payable otherwise than in cash  out  of  earnings  or  earned surplus
(determined  in  accordance  with generally accepted accounting principles,
consistently applied) except for  a  stock  dividend  payable  in shares of
Common Stock (a "Liquidating Dividend"), then the Corporation shall  pay to
the  holders  of  Series  A  Preferred  at  the time of payment thereof the
Liquidating  Dividends  which  would  have  been  paid  on  the  shares  of
Conversion  Stock  had  such Series A Preferred been converted  immediately
prior to the date on which a record is taken for such Liquidating Dividend,
or, if no record is taken,  the  date  as  of  which  the record holders of
Common Stock entitled to such dividends are to be determined.

          Section 8.  PURCHASE RIGHTS.

          If  at  any  time  the Corporation grants, issues  or  sells  any
Options, Convertible Securities  or  rights  to  purchase  stock, warrants,
securities or other property pro rata to the record holders of any class of
Common  Stock  (the  "Purchase  Rights"),  then  each  holder  of Series  A
Preferred shall be entitled to acquire, upon the terms applicable  to  such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired  if  such holder had held the number of shares of Conversion Stock
acquirable upon  conversion of such holder's Series A Preferred immediately
before the date on  which a record is taken for the grant, issuance or sale
of such Purchase Rights,  or  if  no  such  record is taken, the date as of
which  the record holders of Common Stock are  to  be  determined  for  the
grant, issue or sale of such Purchase Rights.

          Section 9.  EVENTS OF NONCOMPLIANCE.

          A.   DEFINITION.   An  Event of Noncompliance shall have occurred
if:

          (i)  the Corporation fails  to  make  any redemption payment with
respect to the Series A Preferred which it is required  to  make hereunder,
whether or not such payment is legally permissible or is prohibited  by any
agreement  to  which  the  Corporation  is subject, and such failure is not
cured within 5 days after the occurrence thereof;

         (ii)  the Corporation breaches or  otherwise  fails  to perform or
observe any other material covenant or agreement set forth herein or in the
Purchase Agreement, and such failure is not cured within 30 days  after the
earlier of (A) the receipt of notice thereof by the holders of the Series A
Preferred or (B) the discovery thereof by the Corporation;

        (iii)  any  representation  or  warranty  contained in the Purchase
Agreement or required to be furnished to any holder  of  Series A Preferred
pursuant to the Purchase Agreement, is false or misleading  in any material
respect  on  the  date  made  or  furnished  and  such  false or misleading
representation,  warranty  or  information  relates  to a material  adverse
effect on the Corporation and its Subsidiaries, taken  as a whole, or fails
to  disclose  a  material  adverse  change  on  the  Corporation   and  its
Subsidiaries,   taken  as  a  whole;  provided  that,  notwithstanding  the
foregoing, in the  case  of  paragraph  5J  of  the Purchase Agreement, any
occurrence, event, transaction or claim which results  in  any loss, damage
or injury to the Corporation and its Subsidiaries in excess  of  $4,000,000
shall  conclusively  be  deemed  to  have material adverse effect and be  a
material adverse change hereunder;

         (iv)  the Corporation or any  Subsidiary  makes  an assignment for
the  benefit  of creditors or admits in writing its inability  to  pay  its
debts generally  as  they  become  due;  or an order, judgment or decree is
entered adjudicating the Corporation or any Material Subsidiary bankrupt or
insolvent; or any order for relief with respect  to  the Corporation or any
Material Subsidiary is entered under the Federal Bankruptcy  Code;  or  the
Corporation or any Material Subsidiary petitions or applies to any tribunal
for  the appointment of a custodian, trustee, receiver or liquidator of the
Corporation  or  any  Material Subsidiary or of any substantial part of the
assets of the Corporation  or  any  Material  Subsidiary,  or commences any
proceeding  (other  than  a  proceeding  for the voluntary liquidation  and
dissolution of a Subsidiary) relating to the  Corporation  or  any Material
Subsidiary  under  any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt,  dissolution  or liquidation law of any jurisdiction;
or any such petition or application is  filed,  or  any  such proceeding is
commenced,  against the Corporation or any Material Subsidiary  and  either
(a) the Corporation  or  any  such Material Subsidiary by any act indicates
its approval thereof, consent thereto  or  acquiescence therein or (b) such
petition, application or proceeding is not dismissed within 60 days;

          (v)  a judgment in excess of $500,000  is  rendered  against  the
Corporation  or  any  Material  Subsidiary  and, within 60 days after entry
thereof,  such  judgment  is  not  discharged or execution  thereof  stayed
pending appeal, or within 60 days after  the  expiration  of any such stay,
such judgment is not discharged; or

         (vi)  the Corporation or any Material Subsidiary defaults  in  the
performance of any obligation or agreement if the effect of such default is
to  cause  an  amount  exceeding $500,000 to become due prior to its stated
maturity or to permit the  holder  or holders of any obligation to cause an
amount exceeding $500,000 to become due prior to its stated maturity.

     The foregoing shall constitute  Events  of  Noncompliance whatever the
reason  or  cause for any such Event of Noncompliance  and  whether  it  is
voluntary or  involuntary or is effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body.

          B. CONSEQUENCES OF EVENTS OF NONCOMPLIANCE.

          (i)  If  an  Event  of  Noncompliance  of  the  type described in
subparagraph 9A(i), 9A(ii) or 9A(iii) (with respect to paragraphs 5J and 5X
of  the  Purchase  agreement  only)  has  occurred  and is continuing,  the
dividend rate on the Series A Preferred shall increase  immediately to 15%.
Any  increase  of  the dividend rate resulting from the operation  of  this
subparagraph shall terminate  as  of  the  close of business on the date on
which no Event of Noncompliance of the type described in subparagraph 9A(i)
or  9A(ii)  exists,  subject  to  subsequent  increases  pursuant  to  this
paragraph.

         (ii)  If  any  Event of Noncompliance of  the  type  described  in
subparagraph 9A(i), 9A(ii) or 9A(iii) (with respect to paragraphs 5J and 5X
of the Purchase Agreement  only)  has occurred, the Conversion Price on the
Series A Preferred shall be reduced  immediately  by  1/3 of the Conversion
Price in effect immediately prior to such adjustment.   In  no  event shall
such Conversion Price adjustment be rescinded, and in no event shall  there
be more than one adjustment pursuant to this subparagraph.

        (iii)  If  an  Event  of  Noncompliance  (other  than  an  Event of
Noncompliance  of  the  type described in subparagraph 9A(iv)) has occurred
and is continuing, the holder  or  holders  of  a  majority of the Series A
Preferred then outstanding may demand (by written notice  delivered  to the
Corporation)  immediate  redemption  of all or any portion of the Series  A
Preferred owned by such holder or holders at a price per Share equal to the
Liquidation Value thereof (plus all accrued  and unpaid dividends thereon).
The Corporation shall give prompt written notice  of  such  election to the
other  holders  of  Series A Preferred (but in any event within  five  days
after receipt of the  initial  demand  for redemption), and each such other
holder  may demand immediate redemption of  all  or  any  portion  of  such
holder's  Series  A  Preferred  by  giving  written  notice  thereof to the
Corporation  within  seven days after receipt of the Corporation's  notice.
The Corporation shall  redeem  all  Series  A  Preferred as to which rights
under this paragraph have been exercised within  15  days  after receipt of
the  initial  demand  for  redemption.  The amounts payable hereunder  with
respect  to  the  Series A Preferred  shall  be  the  greater  of  (1)  the
Liquidation Value of  such  Series A Preferred and (2) the Market Price (on
the date which is five trading  days  prior  to the date of payment) of the
Common Stock into which such Series A Preferred  is  convertible;  provided
that  to  the  extent the amount in clause (2) above exceeds the amount  in
clause (1) above, all or a portion of such excess may, at the option of the
Corporation's Board  of  Directors,  be  paid  in  the form of Common Stock
(valued at the Market Price of the Common Stock on such date) up to and not
exceeding a number of shares of Common Stock equal to  20 multiplied by the
average daily trading volume of the Common Stock in the  public markets for
a  period  of  45  consecutive  trading  days ending on such date  and  the
remainder shall be paid in cash.

         (iv)  If  an  Event of Noncompliance  of  the  type  described  in
subparagraph 9A(iv) has  occurred,  all  of  the  Series  A  Preferred then
outstanding  shall  be  subject  to immediate redemption by the Corporation
(without any action on the part of  the  holders of the Series A Preferred)
at  a  price per Share equal to the Liquidation  Value  thereof  (plus  all
accrued  and  unpaid dividends thereon).  The Corporation shall immediately
redeem all Series  A  Preferred  upon  the  occurrence  of  such  Event  of
Noncompliance.

          (v)  If  any Event of Noncompliance exists, each holder of Series
A Preferred shall also  have any other rights which such holder is entitled
to under any contract or  agreement  at any time and any other rights which
such holder may have pursuant to applicable law.

          Section 10.  REGISTRATION OF TRANSFER.

          The Corporation shall keep at its principal office a register for
the  registration  of  Series  A Preferred.   Upon  the  surrender  of  any
certificate representing Series  A Preferred at such place, the Corporation
shall, at the request of the record holder of such certificate, execute and
deliver (at the Corporation's expense) a new certificate or certificates in
exchange  therefor representing in  the  aggregate  the  number  of  Shares
represented  by  the  surrendered  certificate.   Each such new certificate
shall be registered in such name and shall represent  such number of Shares
as is requested by the holder of the surrendered certificate  and  shall be
substantially  identical  in  form  to  the  surrendered  certificate,  and
dividends  shall  accrue  on the Series A Preferred represented by such new
certificate from the date to  which  dividends have been fully paid on such
Series A Preferred  represented by the surrendered certificate.

          Section 11.  REPLACEMENT.

          Upon  receipt  of  evidence  reasonably   satisfactory   to   the
Corporation  (an  affidavit of the registered holder shall be satisfactory)
of the ownership and  the  loss,  theft,  destruction  or mutilation of any
certificate evidencing Shares of Series A Preferred, and in the case of any
such  loss,  theft  or  destruction,  upon receipt of indemnity  reasonably
satisfactory to the Corporation (provided that if the holder is a financial
institution or other institutional investor  its  own  agreement  shall  be
satisfactory),  or,  in  the  case of any such mutilation upon surrender of
such  certificate, the Corporation  shall  (at  its  expense)  execute  and
deliver  in  lieu  of  such  certificate  a  new  certificate  of like kind
representing  the number of Shares of such class represented by such  lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed  or  mutilated certificate, and dividends shall accrue on
the Series A Preferred represented by such new certificate from the date to
which dividends have been  fully  paid  on  such lost, stolen, destroyed or
mutilated certificate.

          Section 12.  DEFINITIONS.

          "CHANGE IN CONTROL" has the meaning  set  forth  in  paragraph 4J
hereof.

          "COMMON  STOCK"  means,  collectively,  the Corporation's  Common
Stock,  par  value  $.015,  and  any  capital  stock of any  class  of  the
Corporation which is not limited to a fixed sum  or  percentage  of  par or
stated value in respect to the rights of the holders thereof to participate
in  dividends  or  in  the  distribution  of  assets  upon any liquidation,
dissolution or winding up of the Corporation.

          "CONVERSION  STOCK"  means  shares  of the Corporation's   Common
Stock, par value $.015 per share; provided that  if  there is a change such
that the securities issuable upon conversion of the Series  A Preferred are
issued by an entity other than the Corporation or there is a  change in the
type  or class of securities so issuable, then the term "Conversion  Stock"
shall mean one share of the security issuable upon conversion of the Series
A Preferred  if  such  security  is  issuable  in shares, or shall mean the
smallest unit in which such security is issuable  if  such  security is not
issuable in shares.

          "CONVERTIBLE  SECURITIES"  means  any stock or securities  (other
than Options) directly or indirectly convertible  into  or exchangeable for
Common Stock.

          "FUNDAMENTAL CHANGE" has the meaning set forth  in  paragraph  4J
hereof.

          "JUNIOR  SECURITIES"  means  any  capital  stock  or other equity
securities of the Corporation, except for the Series A Preferred.

          "LIQUIDATION VALUE" of any Share as of any particular  date shall
be equal to $1,000.

          "MARKET PRICE" of any publicly traded security means the  average
of  the closing prices of such security's sales on all securities exchanges
on which  such security may at the time be listed, or, if there has been no
sales on any  such  exchange on any day, the average of the highest bid and
lowest asked prices on all such exchanges at the end of such day, or, if on
any day such security  is  not so listed, the average of the representative
bid and asked prices quoted  in the NASDAQ System as of 4:00 P.M., New York
time, or, if on any day such security  is  not quoted in the NASDAQ System,
the average of the highest bid and lowest asked  prices  on such day in the
domestic  over-the-counter  market  as  reported by the National  Quotation
Bureau, Incorporated, or any similar successor  organization,  in each such
case  averaged over a period of 15 days consisting of the day as  of  which
"Market  Price"  is  being  determined and the 14 consecutive business days
prior to such day.  "MARKET PRICE"  of  any  security which is not publicly
traded  means  the fair value of such security determined  jointly  by  the
Corporation and  the  holders  of  a  majority  of  the Series A Preferred;
provided  that  if  such  parties  are unable to reach agreement  within  a
reasonable  period of time, such fair  value  shall  be  determined  by  an
independent appraiser experienced in valuing securities jointly selected by
the Corporation  and  the  holders  of a majority of the Series A Preferred
without   application  of  any  minority  or   blockage   discounts.    The
determination  of  such  appraiser  shall  be  final  and  binding upon the
parties,  and  the  Corporation  shall  pay the fees and expenses  of  such
appraiser.

          "OPTIONS" means any rights, warrants  or options to subscribe for
or purchase Common Stock or Convertible Securities.

          "PERSON"  means an individual, a partnership,  a  corporation,  a
limited liability company,  a  limited  liability,  an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and
a  governmental  entity or any department, agency or political  subdivision
thereof.

          "PUBLIC  OFFERING"  means  any offering by the Corporation of its
capital stock or equity securities to  the  public pursuant to an effective
registration statement under the Securities Act of 1933, as then in effect,
or  any  comparable statement under any similar  federal  statute  then  in
force.

          "PURCHASE   AGREEMENT"   means  the  Note  and  Warrant  Purchase
Agreement,  dated as of May 19, 1995  by  and  among  the  Corporation  and
certain investors,  as  such  agreement may from time to time be amended in
accordance with its terms.

          "REDEMPTION DATE" as to any Share means the date specified in the
notice of any redemption at the Corporation's option or the applicable date
specified herein in the case of any other redemption; provided that no such
date shall be a Redemption Date  unless the Liquidation Value of such Share
(plus all accrued and unpaid dividends  thereon  and  any  required premium
with respect thereto) is actually paid in full on such date,  and if not so
paid in full, the Redemption Date shall be the date on which such amount is
fully paid.

          "SUBSIDIARY"  means, with respect to any Person, any corporation,
limited  liability company,  partnership,  association  or  other  business
entity of  which (i) if a corporation, a majority of the total voting power
of shares of  stock  entitled  (without  regard  to  the  occurrence of any
contingency)  to  vote in the election of directors, managers  or  trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more  of  the  other  Subsidiaries  of  that  Person  or a
combination  thereof,  or (ii) if a limited liability company, partnership,
association or other business  entity,  a  majority  of  the partnership or
other  similar  ownership  interest  thereof  is  at  the  time  owned   or
controlled,   directly  or  indirectly,  by  any  Person  or  one  or  more
Subsidiaries of that Person or a combination thereof.  For purposes hereof,
a Person or Persons  shall  be deemed to have a majority ownership interest
in a limited liability company,  partnership, association or other business
entity if such Person or Persons shall  be  allocated a majority of limited
liability company, partnership, association or  other business entity gains
or losses or shall be or control any managing director  or  general partner
of  such  limited  liability  company,  partnership,  association or  other
business entity.

          Section 13.  AMENDMENT AND WAIVER.

          No  amendment,  modification  or  waiver  shall  be   binding  or
effective with respect to any provision of Sections 1 to 14 hereof  without
the  prior  written  consent  of the holders of a majority of the Series  A
Preferred outstanding at the time  such  action  is taken; provided that no
such  action  shall change (a) the rate at which or  the  manner  in  which
dividends on the  Series  A  Preferred  accrue  or  the times at which such
dividends become payable or the amount payable on redemption  of the Series
A  Preferred or the times at which redemption of Series A Preferred  is  to
occur,  without the prior written consent of the holders of at least 66% of
the Series  A  Preferred  then outstanding, (b) the Conversion Price of the
Series A Preferred or the number of shares or class of stock into which the
Series A Preferred is convertible, without the prior written consent of the
holders of at least 66% of  the  Series A Preferred then outstanding or (c)
the percentage required to approve  any change described in clauses (a) and
(b) above, without the prior written consent of the holders of at least 66%
of the Series A Preferred then outstanding;  and  provided  further that no
change  in  the terms hereof may be accomplished by merger or consolidation
of  the  Corporation   with   another  corporation  or  entity  unless  the
Corporation has obtained the prior  written  consent  of the holders of the
applicable percentage of the Series A Preferred then outstanding.

          Section  14.   NOTICES.  Except as otherwise provided  hereunder,
all notices referred to herein  shall  be in writing and shall be deemed to
have been given when delivered personally  to  the  recipient,  sent to the
recipient by reputable overnight carrier service (charges prepaid)  or five
days  after  being mailed to the recipient by certified or registered mail,
return receipt  requested  and  postage prepaid.  Such notices, demands and
other communications shall be sent (i) to the Corporation, at its principal
executive offices and (ii) to any  stockholder, at such holder's address as
it  appears  in  the  stock records of the  Corporation  (unless  otherwise
indicated by any such holder).

