


              CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                     OF THE

                          8% NONCUMULATIVE CONVERTIBLE
                                PREFERRED STOCK

                                      and

                                8% NONCUMULATIVE

                           REDEEMABLE PREFERRED STOCK

                          (Par Value $1.00 Per Share)

                                       of

                               AMPEX CORPORATION

                   ------------------------------------------

                         Pursuant to Section 151 of the

                General Corporation Law of the State of Delaware

                   ------------------------------------------

     Ampex  Corporation  (formerly known as Ampex  Incorporated),  a corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware (hereinafter called the "Corporation"), does hereby certify:

     That,  pursuant to  authority  conferred  on the Board of  Directors of the
Corporation by the Restated  Certificate of Incorporation  of said  Corporation,
and pursuant to the provisions of Section 151 of Title 8 of the Delaware Code of
1953, as amended,  said Board of Directors,  at a meeting held on June 24, 1998,
adopted a resolution providing for the issuance of two series of Preferred Stock
consisting  of Ten  Thousand  (10,000)  shares of 8%  Noncumulative  Convertible
Preferred  Stock,  $1.00 par value per  share,  and  Twenty-One  Thousand  Eight
Hundred Fifty Nine (21,859) shares of 8%  Noncumulative  Mandatorily  Redeemable
Preferred Stock of the Corporation,  $1.00 par value per share, which resolution
is as follows:

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of the Corporation in accordance with provisions of the Restated  Certificate of
Incorporation,  as amended of the Corporation, a series of Preferred Stock known
as 8% Noncumulative  Convertible Preferred Stock and a series of Preferred Stock
known as 8%  Noncumulative  Redeemable  Preferred  Stock  be,  and  hereby  are,
created, classified,  authorized and the issuance thereof provided for, and that
the  designation  and number of shares,  and relative  rights,  preferences  and
limitations thereof, shall be as set forth in the form appended hereto.

     Section 1. Designation and Amount.

     The shares of Preferred  Stock being  created  hereby shall  consist of two
series,   which  shall  be  designated,   respectively,   as  "8%  Noncumulative
Convertible  Preferred  Stock"  (the  "Convertible  Preferred  Stock"),  and "8%
Noncumulative  Redeemable  Preferred Stock" (the "Redeemable  Preferred Stock").
The Convertible  Preferred Stock and the Redeemable Preferred Stock are referred
to  collectively  herein  as the  "Preferred  Stock."  The  number  of shares of
Convertible  Preferred Stock shall be limited to Ten Thousand  (10,000)  shares,
and the  number of shares of  Redeemable  Preferred  Stock  shall be  limited to
Twenty-One  Thousand  Eight Hundred  Fifty-Nine  (21,859)  shares.  The relative
rights,  preferences,  restrictions  and other matters relating to the Preferred
Stock are  contained  in this  Certificate  of  Designations.  Unless  otherwise
specified in this  Certificate of  Designations,  each series of Preferred Stock
created hereby shall have the same relative rights, preferences and limitations.

     Section 2.  Definitions.  As used in this Certificate of Designations,  the
following terms shall have the following meanings:

     "Affiliate"  means,  with  respect to any  Person,  any Person  (other than
Persons affiliated with Keystone Custodian Funds, Inc.,  Fidelity Management and
Research  Company and/or Fidelity  Management  Trust Company),  that directly or
indirectly, controls, is controlled by or under common control with such Person.
For the purposes of this  definition,  "control"  (including,  with  correlative
meanings,  the terms  "controlling,"  "controlled  by" and "under common control
with"),  as used with respect to any Person,  means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities,  by
contract or otherwise.

     "Annual Dividend Rate" has the meaning set forth in Section 4(a) hereof.

     "Board of Directors" means the Board of Directors of the Corporation.

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which banking  institutions  in the City of New York, New York are authorized or
obligated by law or executive order to close.

     "Capital  Stock" means any and all shares,  rights to  purchase,  warrants,
options,  participations  or  other  equivalents  of or  interests  (other  than
 security  interests)  in (however designated  and whether  voting or nonvoting)
corporate stock.

     "Certificate  of  Designations"  means this  Certificate  of  Designations,
Rights and Preferences  establishing the Preferred Stock pursuant to Section 151
of the  General  Corporation  Law of the State of  Delaware,  as the same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof and pursuant to applicable law.

     "Change of Control"  means the  occurrence of any of the following  events:
(i) any  Person  which is a  "person"  or  "group"  (as such  terms  are used in
Sections 13(d) and 14(d) of the Securities Exchange Act), other than SCI and its
Affiliates and the Holders and their  Affiliates,  is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the  Securities  Exchange Act,
except  that a Person  will be  deemed  to have  "beneficial  ownership"  of all
securities  that such  Person has the right to  acquire,  whether  such right is
exercisable  immediately  or only  after  the  passage  of  time),  directly  or
indirectly, of more than 30% of the total Voting Stock of the Corporation;  (ii)
the Corporation  consolidates  with, or merges with or into,  another Person, or
sells,  assigns,  conveys,  transfers,  leases or  otherwise  disposes of all or
substantially all of its assets to any Person, or any Person  consolidates with,
or  merges  with or into,  the  Corporation,  in any such  event  pursuant  to a
transaction  in  which  the  outstanding  Voting  Stock  of the  Corporation  is
converted into or exchanged for cash, securities or other property; or (iii) any
order,  judgment or decree is entered  against  the  Corporation  decreeing  the
dissolution  or  split  up of  the  Corporation  and  such  order  shall  remain
undischarged or unstayed for a period in excess of sixty (60) days.

     "Change of Control Offer" has the meaning set forth in Section
8(a) hereof.

     "Change of Control Purchase Date" has the meaning set forth in Section 8(b)
hereof.

     "Class A Common  Stock" means the Class A Common Stock of the  Corporation,
$.01 par value per share.

     "Class C Common  Stock" means the Class C Common Stock of the  Corporation,
$.01 par value per share.

     "Closing  Date" means the date on which the shares of  Preferred  Stock are
initially issued pursuant to the exchange described in the Exchange Agreement.

     "Common Stock" means the Class A Common Stock and Class C Common Stock, and
all shares hereafter authorized of any class of common stock of the Corporation.

     "Default" has the meaning set forth in Section 4(c) hereof.

     "Dividend Payment Date" has the meaning set forth in Section 4(a) hereof.

     "Dividend Period" has the meaning set forth in Section 4(a) hereof.

     "Exchange  Agreement"  means the Exchange  Agreement for  Preferred  Stock,
dated as of June 22, 1998, among the Corporation and each of the Initial Holders
signatory  thereto,  as the same may be amended,  supplemented  or modified from
time to time in accordance with the terms thereof.

     "Fair Market Value" means, as of any date with respect to the Common Stock,
the average of the prices of Class A Common Stock for the 30 consecutive Trading
Days prior to the day in  question.  The price of Class A Common  Stock for each
day shall be (i) if the Class A Common  Stock is listed or admitted  for trading
on any national  securities  exchange,  the closing  price of the Class A Common
Stock on the  principal  securities  exchange  on which  such the Class A Common
Stock is listed,  (ii) if not listed or  admitted  for  trading on any  national
securities  exchange,  the  closing  price of the  Class A  Common  Stock on the
National   Market  System  of  NASDAQ,   or  any  similar  system  of  automated
dissemination  of  quotations  of  securities  prices  then in common use, if so
quoted,  or (iii) if not quoted as described  in clause (i) or clause (ii),  the
mean between the highest bid and lowest  offered  quotations  for Class A Common
Stock as reported by the National Quotation Bureau  Incorporated if at least two
securities  dealers have inserted bid  quotations  for such class of stock on at
least 5 of the 10 Trading Days  preceding  the day in  question.  If none of the
conditions  set forth above is met, the price of Class A Common Stock on any day
shall be the fair market value of Class A Common Stock as determined by a member
firm of the American Stock Exchange selected by the Corporation.

     "Holder"  means the  person in whose  name  shares of  Preferred  Stock are
registered on the books of the Corporation.

     "Initial  Holder" means each Person in whose name shares of Preferred Stock
are  initially  registered  on the  books  of the  Company,  and  any  permitted
transferee of such Initial Holder that is an affiliate of such Initial Holder.

     "Junior  Stock" means all Class A Common Stock,  Class C Common Stock,  and
any other class or series of Capital Stock of the  Corporation  now or hereafter
issued and outstanding that ranks junior as to dividends  and/or  liquidation to
the Preferred Stock.

     "Liquidation  Preference"  means,  with  respect to each share of Preferred
Stock,  the sum of  $2,000.00  (as  adjusted  to  reflect  any  stock  dividend,
subdivision,  reclassification,  distribution  or similar event  relating to the
Preferred Stock).

     "NASDAQ"  means the National  Association of Securities  Dealers  Automated
Quotation System.

     "Person"  means  an  individual,  a  corporation,  a  partnership,  a joint
venture,  an association,  a joint-stock  company,  a trust, a business trust, a
government  or any  agency  or any  political  subdivision,  any  unincorporated
organization, or any other entity.

     "Preferred Stock" has the meaning set forth in Section 1 hereof.

     "Redemption Common Stock" has the meaning set forth in Section
6(c) hereof.

     "Redemption  Date" means any date on which shares of Preferred Stock are to
be redeemed pursuant to Section 6 hereof.

     "Redemption Price" has the meaning set forth in Section 6(a) hereof.

     "Restricted Payment" has the meaning set forth in Section 4(d) hereof.

     "SCI" means Sherborne & Company Incorporated, a Delaware corporation.

     "Securities  Exchange Act" means the  Securities  Exchange Act of 1934, and
the rules and regulations promulgated thereunder, as amended from time to time.

     "Subsidiary"  means (i) a  corporation  a majority  of the Voting  Stock of
which is, at the time,  directly or indirectly  owned by the  Corporation,  by a
Subsidiary or  Subsidiaries  of the  Corporation  (as the case may be) or by the
Corporation and a Subsidiary or Subsidiaries of the Corporation (as the case may
be),  or  (ii)  any  other  Person  (other  than a  corporation)  in  which  the
Corporation,  one or more  Subsidiaries of the Corporation (as the case may be),
or the  Corporation  and one or more of its  Subsidiaries  (as the case may be),
directly  or  indirectly,  at the date of  determination  thereof,  has at least
majority ownership interest.

     "Trading Day" means,  with respect to the Common Stock (i) if any series of
Common  Stock is listed or  admitted  for  trading  on any  national  securities
exchange,  days on which such national securities exchange is open for business,
or (ii) if any series of Common Stock is quoted on the National Market System of
NASDAQ or any  similar  system  of  automated  dissemination  of  quotations  of
securities prices, each day on which trades may be made on such system, or (iii)
if shares of the  Corporation's  Common  Stock are not  listed or  admitted  for
trading on NASDAQ or any securities exchange, a Business Day.

     "Voting  Stock" means,  with respect to any Person,  all classes of Capital
Stock of such  Person then  outstanding  and  normally  entitled to vote for the
election of directors of such Person.  Any  reference to a percentage  of Voting
Stock  shall  refer  to the  percentage  of  votes  eligible  to be cast for the
election of directors which are attributable to the applicable  shares of Voting
Stock.

     "Wholly-Owned Subsidiary" means any Subsidiary with respect to which all of
the outstanding Voting Stock (other than director's  qualifying shares) of which
are owned, directly or indirectly, by the Corporation.

     Section 3. Rank. All shares of Preferred Stock shall rank prior, both as to
payment  of  dividends  and as to  distributions  of  assets  upon  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
to all of the  Corporation's now or hereafter issued Junior Stock. The shares of
Convertible  Preferred Stock and the shares of Redeemable  Preferred Stock shall
rank pari  passu  with  respect to  dividend  rights and rights on  liquidation,
dissolution or winding up of the Corporation.

     Section 4. Dividends.

          (a)  Payment of  Dividends.  The Holders of  Preferred  Stock shall be
entitled to receive, when and as declared by the Board of Directors, in its sole
discretion,  out of funds legally available therefor, cash dividends at the rate
per annum of 8% (the "Annual Dividend Rate") on the Liquidation Preference.

     Dividends on the Preferred  Stock declared by the Board of Directors  shall
be payable  quarterly,  in  arrears,  on March 31,  June 30,  September  30, and
December 31 of each year  commencing  June 30, 1998 (each such date, a "Dividend
Payment Date");  provided that if any such date is not a Business Day, then such
dividend shall be paid on the next  succeeding  Business Day. Each such dividend
shall be payable to Holders of  Preferred  Stock at the close of business on the
record date  established  by the Board of Directors,  which record date shall be
not more than 60 days prior to the date  fixed for  payment  thereof.  Quarterly
dividend  periods (each a "Dividend  Period")  shall commence on and include the
first day of January,  April, July and October of each year and shall end on and
include  the date next  preceding  the next  Dividend  Payment  Date;  provided,
however,  that the first Dividend  Period shall commence on the Closing Date and
shall end on and include  June 30,  1998.  The amount of  dividends  payable per
share of  Preferred  Stock for each full  Dividend  Period  shall be computed by
applying the Annual  Dividend Rate to the  Liquidation  Preference  and dividing
such amount by four (4) (the "Dividend Amount"). The Dividend Amount payable for
the initial  Dividend  Period and any period shorter than a full Dividend Period
shall be  computed  on the  basis of actual  days  elapsed  and a  360-day  year
consisting of twelve 30-day months.

          (b)  Distribution of Dividend  Payments.  All payments of dividends on
the Preferred Stock shall be distributed  ratably among the Holders of Preferred
Stock based upon the aggregate  number of shares of Preferred Stock held by each
Holder.

          (c) Additional Dividends. In the event that the Corporation shall fail
to comply with its obligations under Section 4(d)below, or the Corporation shall
fail to comply with any of its  obligations  under  Section 7 or Section 8 below
and such  failure  shall  continue  uncured  for a period of 30 days  (each such
event,  a  "Default"),  then from the date of such  Default  and so long as such
Default shall  continue to exist unwaived or uncured,  the Annual  Dividend Rate
applicable to the Preferred  Stock shall be increased to a rate per annum of 10%
on the Liquidation Preference.

          (d)  Limitations on Certain  Payments.  So long as any Preferred Stock
shall be outstanding,  the Corporation shall not declare or pay or set apart for
payment any dividends or make any other distributions on, or make any payment on
account of the purchase, redemption, exchange or other retirement of, any Junior
Stock with respect to any Dividend  Period,  except any dividend or distribution
payable solely in shares of Common Stock, or the purchase, redemption,  exchange
or other  retirement of shares of Junior Stock in exchange  solely for shares of
Common Stock; provided,  however, that so long as (i) the Corporation shall have
paid to the Holders the Dividend Amount with respect to any Dividend Period, and
(ii) no other Default shall have occurred and continue to exist, the Corporation
may make any such dividend,  distribution or other payment not permitted by this
Section  4(d) with  respect  to such  Dividend  Period  (each  such  payment,  a
"Restricted  Payment"),  if the  aggregate  amount of such  Restricted  Payment,
together  with all other  Restricted  Payments made during the previous four (4)
Dividend Periods,  would not exceed the sum of 50% of the aggregate Consolidated
Net Income over the  preceding  four (4) Dividend  Periods  (treated as a single
accounting period).

     Section  5.  Liquidation  Preference.  In the  event  of  any  liquidation,
dissolution, or winding up of the Corporation,  either voluntary or involuntary,
the holders of the Preferred Stock shall be entitled to receive out of assets of
the  Corporation  available for  distribution to shareholders an amount equal to
all  declared  and  unpaid  dividends  on such  shares  plus a sum  equal to the
Liquidation  Preference  for each  share of  Preferred  Stock then held by them,
before any  payment  shall be made or any assets  distributed  to the holders of
Junior Stock. If the assets and funds thus distributed  among the holders of the
Preferred  Stock shall be  insufficient to permit the payment to such holders of
the full  preferential  amount described above, then the entire assets and funds
of the Corporation legally available for distribution shall be distributed among
the holders of the  Preferred  Stock in  proportion  to the shares of  Preferred
Stock then held by them.

     Section 6. Redemption.

          (a) Mandatory  Redemption.  The Corporation shall redeem, out of funds
legally available therefor, outstanding shares of Preferred Stock as follows:

               (i) On each  September  30,  December  31,  March  31 and June 30
(each, a "Mandatory  Redemption  Date"),  commencing  June 30, 2001, a number of
shares of Convertible Preferred Stock equal to 1/28th of the number of shares of
Convertible  Preferred Stock (rounded up to the nearest whole share)  originally
issued hereunder (or such lesser number of shares as shall be outstanding on the
applicable  Mandatory  Redemption Date), at a redemption price per share of (the
"Redemption Price") equal to 100% of the Liquidation Preference thereof plus all
declared but unpaid dividends on such share;

               (ii)  (A) On each of June  30,  1999,  September  30,  1999,  and
December 31, 1999, a number of shares of  Redeemable  Preferred  Stock having an
aggregate Liquidation Preference equal to $1,500,000,  and (B) on each Mandatory
Redemption  Date  thereafter,  commencing  March 31, 2000, a number of shares of
Redeemable Preferred Stock equal to 1/36th of the number of shares of Redeemable
Preferred Stock (rounded up to the nearest whole share)  outstanding on February
28,  2000 (or such  lesser  number  of  shares  as shall be  outstanding  on the
applicable Mandatory Redemption Date), in each case, at the Redemption Price per
share specified above;  provided  however,  that if the Fair Market Value of the
Class A  Common  Stock  for any 30  consecutive  Trading  Days in any  quarterly
Dividend Period shall exceed $8.00 per share (subject to appropriate  adjustment
to reflect any stock split,  recombination  of shares or similar event affecting
the Common Stock of the Company), the number of shares of Redeemable  Preferred
Stock mandatorily  redeemable by the Corporation pursuant to Section 6(a)(ii)(B)
on the next succeeding  Mandatory  Redemption Date shall be equal to 200% of the
number of shares otherwise redeemable by the Corporation on such Date.

          (b) Optional  Redemption.  The Corporation may, at its option,  on any
date set by the  Board of  Directors,  redeem,  out of funds  legally  available
therefor, shares of Preferred Stock of either series, in whole at any time or in
part  from  time  to  time,  for  an  amount  equal  to  the  Redemption  Price.
Notwithstanding the foregoing,  the Corporation shall not redeem the Convertible
Preferred  Stock prior to June 30, 2001, nor shall the  Corporation  redeem less
than all  outstanding  shares of  either  series of  Preferred  Stock  until all
declared and unpaid  dividends on all  outstanding  shares of Preferred Stock of
such series shall have been or shall concurrently be paid in full.

          (c) Mandatory  Redemption  Payments.  Notwithstanding  anything to the
contrary  contained herein, if on any Mandatory  Redemption Date the Corporation
does not have legally available funds sufficient to make the required redemption
payment in cash, the Corporation shall make such mandatory redemption payment by
issuing  shares  of  Common  Stock,  valued in  accordance  with the  procedures
specified  in Section  6(d)(iii)  below,  in an amount  equal to the  applicable
Redemption Price.

          (d) Procedures for Redemption.

               (i) If fewer than all  outstanding  shares of Preferred Stock are
to be redeemed, the number of shares of Preferred Stock to be redeemed from each
Holder thereof shall be the number of shares determined by multiplying the total
number of shares of Preferred Stock to be redeemed by a fraction,  the numerator
of which  shall be the total  number of shares of  Preferred  Stock held by such
Holder  and the  denominator  of which  shall be the  total  number of shares of
Preferred  Stock  then  outstanding.  Upon  surrender  of  a  stock  certificate
evidencing  shares of Preferred Stock that are redeemed in part, the Corporation
shall issue and deliver or cause to have  issued and  delivered  to a Holder (at
the  Corporation's  expense) a new stock  certificate  evidencing the unredeemed
shares.

               (ii) At  least  30 days  but not  more  than 60 days  before  the
applicable  Redemption Date, the Corporation or, at the  Corporation's  request,
the Corporation's  transfer agent (the "Transfer Agent"), shall mail a notice of
redemption by first-class mail postage prepaid to each Holder, addressed to each
such  Holder  at its last  address  shown  on the  stock  transfer  books of the
Corporation.  Such notice shall  identify  the shares of  Preferred  Stock to be
redeemed and shall, among other things, state:

                    (A)  the Redemption Date;

                    (B) the Redemption Price and the type of consideration being
paid in connection with the redemption;

                    (C) that the shares of Preferred Stock called for redemption
must be surrendered to the Corporation to collect the Redemption Price;

                    (D) if fewer than all of the outstanding shares of Preferred
Stock are to be  redeemed,  the  identification  and  amounts  of the  shares of
Preferred Stock to be redeemed,  and that after the applicable  Redemption Date,
upon surrender of the stock certificate or certificates  evidencing such shares,
a new stock certificate equal to the unredeemed portion will be issued; and

                    (E) the section of the  Certificate of Designation  pursuant
to which the shares of Preferred Stock called for redemption are being redeemed.

Failure  to give  notice or any  defect in the  notice to any  Holder  shall not
affect the validity of the notice given to any other Holder.

          (iii) In  connection  with any optional or mandatory  redemption  made
pursuant to this Section 6, the  Corporation  shall pay the Redemption  Price of
the shares redeemed in cash;  provided,  however,  that the Corporation,  at its
option,  shall have the right to pay the Redemption Price of the shares redeemed
either (x) in cash,  or (y) in shares of Class A or, if requested by a Holder in
lieu of Class A, Class C Common Stock (the "Redemption Common Stock"), or (z) in
any  combination  of the foregoing.  For purposes of  determining  the number of
shares of  Redemption  Common  Stock the value of which  equals  the  Redemption
Price, the Redemption  Common Stock shall be deemed to have a value equal to the
higher  of (A) the  Fair  Market  Value of the  Common  Stock on the date of the
notice  required by Section  6(d)(ii)  above or (B) $2.50 per share  (subject to
appropriate  adjustment to reflect any stock split,  recombination  of shares or
similar event  affecting the Common Stock of the  Company);  provided,  however,
that,  as a condition to the issuance of any shares of Class A or Class C Common
Stock in  connection  with any  optional or  mandatory  redemption  of Preferred
Stock, the Corporation  shall have complied with all laws, rules and regulations
of any governmental or regulatory  authority  applicable to the issuance of such
shares. No later than one Business Day prior to the applicable  Redemption Date,
the Corporation  shall deposit with the Transfer Agent funds and, if applicable,
shares of Redemption  Common Stock,  sufficient to pay the Redemption  Price for
all shares of Preferred Stock to be redeemed.

          (iv) As long as the Corporation has complied with the requirements set
forth in this  Section  6(d),  from and after the  applicable  Redemption  Date,
shares of Preferred  Stock so redeemed shall be cancelled and shall no longer be
deemed to be outstanding,  and, to the extent the Holders thereof no longer hold
any Capital Stock, all rights of such Holders as stockholders of the Corporation
(except the right to receive from the  Corporation  the Redemption  Price) shall
cease.

     Section 7.   Transactions With Affiliates.

     So long as a majority of the outstanding shares of Preferred Stock are held
by any funds or  accounts  managed  or  advised by  Keystone  Custodians,  Inc.,
Fidelity  Management and Research Company or Fidelity  Management Trust Company,
the  Corporation  shall not,  and shall not permit any of its  Subsidiaries  to,
enter into any transaction or any series of related  transactions having a total
value in excess of $100,000 per  transaction  or series of related  transactions
with any Affiliate  (except for wholly-owned  Subsidiaries),  unless it has been
determined in good faith and certified in writing by the Board of Directors that
such  transaction  (i) is in the  best  interests  of the  Corporation  or  such
Subsidiary based on full disclosure of all relevant facts and circumstances, and
(ii) is on fair and reasonable  terms,  no less favorable to the  Corporation or
such  Subsidiary  than  terms  that the  Corporation  or such  Subsidiary  and a
non-affiliated  Person in a similar  situation would agree to in an arm's length
transaction,   the  terms  of  which  have  been   negotiated   in  good  faith.
Notwithstanding  the foregoing,  the  Corporation and its  Subsidiaries  may pay
reasonable compensation to their respective officers and directors.

     Section 8. Holders' Right to Redeem Preferred Stock Upon Change of Control.

          (a) If there shall have  occurred a Change of Control the  Corporation
shall offer to purchase for cash at the Redemption  Price,  out of funds legally
available therefor,  at the option of each Initial Holder, all or any portion of
the then  outstanding  Preferred Stock held by such Initial Holder (a "Change of
Control Offer").

          (b) Procedures for Change of Control Offer.

               (i) Within 15 days of such Change of Control, the Corporation or,
at the  Corporation's  request,  the  Transfer  Agent,  shall  mail a notice  by
first-class  mail  postage  prepaid to each  Initial  Holder,  addressed to such
Initial Holders at their last addresses shown on the stock transfer books of the
Corporation.  The notice,  which shall govern the terms of the Change of Control
Offer, shall state:

                    (A) that the Change of Control  Offer is being made pursuant
to Section 8 of this Certificate of Designations;

                    (B) the applicable Redemption Price;

                    (C) the date fixed for optional redemption, which shall be a
Business Day no earlier than 30 days and no later than 60 days after the date of
mailing  of notice of the  Change of  Control  Offer  (the  "Change  of  Control
Purchase Date"), other than as may be required by law;

                    (D) the  method by which  the  Initial  Holder  may elect to
accept a Change of Control Offer,  and that any Initial Holder  electing to have
Preferred  Stock  redeemed  pursuant  to the  Change of  Control  Offer  will be
required to surrender  such Preferred  Stock to the  Corporation by the close of
business one Business Day before the Change of Control  Purchase Date,  together
with a copy of such Initial Holder's election to accept the Corporation's Change
of Control Offer;

                    (E) that Initial  Holders  will be entitled to withdraw,  in
whole or in  part,  their  election  to have  Preferred  Stock  redeemed  if the
Corporation  receives,  not later than five Business Days prior to the Change of
Control  Purchase  Date, a telegram,  telex,  facsimile  transmission  or letter
setting forth the name of the Initial Holder,  the identification and amounts of
the shares of Preferred Stock delivered for redemption and a statement that such
Initial  Holder is  withdrawing  its election to have all or any portion of such
Preferred Stock redeemed; and

                    (F) that,  if fewer  than all of the  outstanding  shares of
Preferred Stock are to be redeemed,  after the applicable  Redemption Date, upon
surrender of the stock certificate or certificates evidencing such shares, a new
stock certificate equal to the unredeemed portion will be issued.

Failure to give notice or any defect in the notice to any Initial  Holder  shall
not affect the validity of the notice given to any other Initial Holder.

               (ii) An Initial  Holder  receiving a Change of Control  Offer may
elect to have all or any portion of its  Preferred  Stock  redeemed by providing
written notice thereof to the Corporation  setting forth the  identification and
amounts  of  Preferred  Stock  to be  redeemed  and  containing  an  appropriate
telephone or facsimile  transmission  number at which such Initial Holder may be
notified,  received by the  Corporation  on or before the date 10 days preceding
the Change of Control Purchase Date.

               (iii) No later  than one  Business  Day  prior to the  applicable
Change of Control Purchase Date, the Corporation shall deposit with the Transfer
Agent funds  sufficient to pay the Redemption  Price for all shares of Preferred
Stock to be redeemed.  On the Change of Control  Purchase Date,  Preferred Stock
surrendered  to the  Corporation as provided in this Section 8 shall be redeemed
by the Corporation at the applicable Redemption Price.

               (iv) Upon surrender of a stock  certificate  evidencing shares of
Preferred  Stock that are  redeemed  in part,  the  Corporation  shall issue and
deliver or cause to have  issued  and  delivered  to an  Initial  Holder (at the
Corporation's expense) a new stock certificate evidencing the unredeemed shares.

     Section 9.  Conversion Privilege.

          (a)  Right  of  Conversion.  Each  outstanding  share  of  Convertible
Preferred Stock shall be convertible at the option of the Holder thereof, at any
time prior to redemption  thereof,  into fully paid and nonassessable  shares of
Class A Common  Stock,  at the rate of that  number  of shares of Class A Common
Stock for each full share of Convertible Preferred Stock that is equal to $2,000
divided by the Conversion  Price  applicable per share of Common Stock,  or into
such additional or other securities, cash or property and at such other rates as
required in  accordance  with the  provisions of this Section 9. For purposes of
this Certificate of Designation,  the "Conversion Price" applicable per share of
Common Stock shall  initially be equal to $4.00 and shall be adjusted  from time
to time in accordance with the provisions of this Section 9.

          (b)  Conversion  Procedures.  In  order  to  exercise  the  conversion
privilege,  the  Holder  of any  share  of  Convertible  Preferred  Stock  to be
converted in whole or in part shall  surrender the  certificate or  certificates
evidencing  such share (or, if such share shall have  previously  been submitted
for redemption and not yet redeemed,  the non-transferable  receipt of delivery)
to the Corporation and shall give written notice to the Corporation ("Conversion
Notice"), that the Holder elects to convert such share or shares, or the portion
thereof  specified in said notice,  into shares of Common Stock.  The Conversion
Notice  shall  also  state  the  name or  names  (with  address)  in  which  the
certificates  for  shares of Common  Stock  which  shall be  issuable  upon such
conversion  shall be issued,  and shall be  accompanied  by applicable  transfer
taxes,  if  required  pursuant  to  subsection  (g)  of  this  Section  9.  Each
certificate  evidencing  Convertible  Preferred Stock surrendered for conversion
shall,  unless the shares  issuable on  conversion  are to be issued in the same
name as the registration of such shares of Convertible  Preferred Stock, be duly
endorsed by, or be accompanied  by instruments of transfer in form  satisfactory
to the Corporation duly executed by, the Holder or its duly authorized attorney.

     As  promptly  as  practicable  after  receipt  of a  Conversion  Notice and
surrender  of  the  certificate  or  certificates   evidencing  the  Convertible
Preferred Stock relating thereto,  the Corporation shall issue and shall deliver
to such Holder (or upon the written  order of such  Holder),  a  certificate  or
certificates for the number of full shares of Class A Common Stock issuable upon
the conversion of such shares of Convertible  Preferred Stock or portion thereof
in  accordance  with the  provisions  of this  Section  9 and a check or cash in
respect of any fractional  shares of Common Stock issuable upon such conversion,
as  provided  in  subsection  (e) of this  Section  9. In case less than all the
shares of Convertible  Preferred  Stock  represented by a certificate  are to be
converted,  the  Corporation  shall  issue and deliver or cause to be issued and
delivered  to or  upon  the  written  order  of  the  Holder  of the  shares  of
Convertible Preferred Stock so surrendered, without charge to such Holder, a new
certificate or certificates representing shares equal to the unconverted portion
of the surrendered certificate.

     Each  conversion  shall be deemed to have  been  effected  on the date (the
"Conversion Date") on which the certificate or certificates evidencing shares of
Convertible Preferred Stock (or receipt of delivery) shall have been surrendered
to the  Conversion  Agent and a  Conversion  Notice with  respect to such shares
shall have been received by the  Corporation,  as described above. Any Person in
whose name any certificate or  certificates  for shares of Common Stock shall be
issuable upon  conversion  shall be deemed to have become on the Conversion Date
the holder of record of the shares represented thereby; provided,  however, that
surrender of the  certificate  or  certificates  evidencing  shares of Preferred
Stock on any date  when the stock  transfer  books of the  Corporation  shall be
closed  shall  constitute  the Person in whose name the  certificates  are to be
issued as the record holder thereof for all purposes on the next  succeeding day
on which such stock transfer books are open, but such conversion shall be at the
Conversion Rate in effect on the date on which such  certificate or certificates
shall have been surrendered.

     Except as provided in this Section 9, no payment or adjustment will be made
for dividends or other  distributions with respect to any shares of Common Stock
issuable upon  conversion of shares of Convertible  Preferred  Stock as provided
herein.  No payment or adjustment shall be made by the Corporation to any Holder
of shares of Convertible  Preferred Stock  surrendered for conversion in respect
of  dividends  accrued  since the last  preceding  Dividend  Payment Date on the
shares of Convertible  Preferred Stock  surrendered  for  conversion;  provided,
however,  that if shares  of  Convertible  Preferred  Stock  shall be  converted
subsequent  to any record date with  respect to any  Dividend  Payment  Date and
prior to the next  succeeding  Dividend  Payment Date,  the dividend due on such
Dividend  Payment  Date  shall  be  payable  with  respect  to  such  shares  of
Convertible Preferred Stock  notwithstanding such conversion,  and such dividend
(whether  or not  punctually  paid or duly  provided  for)  shall be paid to the
Holder of such shares as at the close of business on such record  date,  and the
converting  Holder need not include  payment in the amount of such dividend upon
surrender of shares of Convertible Preferred Stock for conversion.

          (c) Cash Payments in Lieu of Fractional  Shares.  No fractional shares
of Common  Stock or scrip  representing  fractional  shares shall be issued upon
conversion of shares of Convertible  Preferred Stock. If any fractional share of
Common Stock would be issuable upon the  conversion of any shares of Convertible
Preferred  Stock, the Corporation  shall make an adjustment  therefor in cash at
the current market value thereof.  The current market value of a share of Common
Stock shall be the closing price on the first Business Day immediately preceding
the  Conversion  Date,  determined as provided in the definition of "Fair Market
Value" set forth in Section 1 of this Certificate of Designation.

          (d)  Adjustment of Conversion  Price.  The  Conversion  Price shall be
adjusted from time to time by the Corporation as follows:

               (i) In case the Corporation shall (A) declare a dividend, or make
a  distribution,  in shares of any series of its Common Stock,  on any series of
its Common  Stock,  (B) subdivide or  reclassify  any series of its  outstanding
Common  Stock into a greater  number of shares,  (C)  combine  any series of its
outstanding  Common Stock into a smaller number of shares, (D) pay a dividend or
make a distribution on any series of its Common Stock in shares of any series of
its Capital Stock other than Common Stock, or (E) issue by  reclassification  of
any series of its Common  Stock shares of any series of its Capital  Stock,  the
conversion  privilege  and the  Conversion  Price in  effect  immediately  prior
thereto  shall be adjusted so that the Holder of any shares of  Preferred  Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Class A Common Stock or other Capital Stock of the Corporation,  which
such  Holder  would  have  owned or have  been  entitled  to  receive  after the
happening of any of the events  described above had such security been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection 9(d)(i) shall become effective immediately after the record date
in the case of a dividend or distribution and shall become effective immediately
after  the  effective   date  in  the  case  of   subdivision,   combination  or
reclassification.  Such adjustment shall be made successively whenever any event
listed above shall occur.  In the event such dividend,  issue or distribution is
not so made,  the conversion  privilege and the Conversion  Price then in effect
shall be readjusted to the conversion  privilege and the Conversion  Price which
would then be in effect if such  dividend,  issue or  distribution  had not been
declared or made, but such readjustment shall not affect the number of shares of
Common  Stock or other shares of Capital  Stock  delivered  upon any  conversion
prior to the date such readjustment is made.

               (ii) In case the  Corporation  shall issue rights,  warrants,  or
options to all holders of any series of its Common Stock  entitling  them (for a
period  expiring  within  60 days  after the  record  date  mentioned  below) to
subscribe for or purchase any series of Common Stock (or securities  convertible
into  shares of any  series of Common  Stock) at a price per share less than the
Fair  Market  Value per share of Common  Stock,  the  Conversion  Price shall be
adjusted by multiplying the Conversion Price in effect  immediately prior to the
date of  issuance  of such  rights,  warrants  or  options  by a  fraction,  the
numerator of which shall be the number of shares of Common Stock  outstanding on
the date of issuance  of such  rights,  warrants  or options  plus the number of
shares which the aggregate consideration received for the total number of shares
so offered would purchase at such current market price,  and the  denominator of
which shall be the number of shares of Common Stock  outstanding  on the date of
issuance  of such  rights,  warrants  or options  plus the number of  additional
shares of Common Stock offered for  subscription  or purchase (or into which the
convertible securities so offered are initially convertible). An adjustment made
pursuant to this subsection (ii) shall become  effective  immediately  after the
record  date for the  determination  of  stockholders  entitled  to receive  the
rights,  warrants or options to which this subsection  applies.  Such adjustment
shall be made  successively  whenever any such  rights,  warrants or options are
issued.  To the extent  that any such  rights,  warrants  or options  are not so
issued or expire  unexercised,  the  Conversion  Price  then in effect  shall be
readjusted  to the  Conversion  Price  which  then  would be in  effect  if such
unissued or  unexercised  rights,  options or warrants had not been issued,  but
such readjustment shall not affect the number of shares of Common Stock or other
shares of Capital Stock  delivered  upon any  conversion  prior to the date such
readjustment is made.

               (iii) In case the Corporation  shall distribute to all holders of
any series of its Common Stock any of its assets or debt securities,  or rights,
options,  warrants or convertible or exchangeable  securities of the Corporation
(including securities for cash, but excluding (A) distributions of Capital Stock
referred to in subsection 9(d)(i) above and distributions of rights, warrants or
options  referred to in subsection  9(d)(ii)  above,  and (B) cash  dividends or
other cash distributions  that are paid out of consolidated  current net income,
earned  surplus or retained  earnings,  unless such cash dividends or other cash
distributions  are  extraordinary  cash dividends),  then in each such case, the
Conversion Price shall be adjusted by multiplying the Conversion Price in effect
immediately prior to the date of such distribution by a fraction,  the numerator
of which  shall be the Fair  Market  Value per share of the Common  Stock on the
record  date  mentioned  below less the then fair  market  value (as  reasonably
determined  by the Board of Directors of the  Corporation,  in good faith and as
described  in a  resolution  of the Board of  Directors)  of the  portion of the
assets or debt  securities of the  Corporation so distributed or of such rights,
options,  warrants or convertible or exchangeable  securities  applicable to one
share of Common  Stock,  and the  denominator  of which shall be the Fair Market
Value per share of the Common Stock on such record date. Such  adjustment  shall
become  effective  immediately  after the record date for the  determination  of
shares entitled to receive such distribution.  Notwithstanding the foregoing, no
adjustment of the Conversion  Price shall be made upon the  distribution  to all
holders of any  series of Common  Stock of such  rights,  options,  warrants  or
convertible or  exchangeable  securities if the plan or arrangement  under which
such rights,  options,  warrants or convertible or  exchangeable  securities are
issued  provides for their  issuance to the holders of the shares of Convertible
Preferred  Stock  upon  conversion  thereof.   Such  adjustment  shall  be  made
successively  whenever any event listed above shall occur. In the event that any
such  distribution  is not made,  the  Conversion  Price then in effect shall be
readjusted  to the  Conversion  Price  which  then  would be in  effect  if such
distribution  had not been  made,  but such  readjustment  shall not  affect the
number of shares of Common Stock or other shares of Capital Stock delivered upon
any conversion prior to the date such readjustment is made.

               (iv) No  adjustment in the  Conversion  Price need be made unless
the  adjustment  would  require an  increase  or  decrease of at least 1% in the
Conversion  Price;  provided,  however,  that any adjustments which by reason of
this  subsection  9(d)(iv) are not required to be made shall be carried  forward
and taken into account in any subsequent adjustment. Anything in this Subsection
9(d) to the contrary notwithstanding,  the Corporation shall be entitled to make
such  reductions in the Conversion  Price, in addition to those required by this
Section 9(d), as it in its reasonable discretion shall determine to be advisable
in order that any stock dividends, subdivision of shares, distribution of rights
to purchase stock or securities,  or distribution of securities convertible into
or exchangeable for stock hereafter made by the Corporation to its stockholders,
shall not be taxable.

               (v) Whenever the Conversion Price is adjusted as herein provided,
the  Corporation  shall prepare a notice of such  adjustment  of the  Conversion
Price  setting  forth the adjusted  Conversion  Price and the date on which such
adjustment becomes  effective,  and setting forth in reasonable detail the facts
requiring such adjustment and the calculation of such adjustment, and shall mail
such notice of adjustment to all Holders of Convertible Preferred Stock at their
last addresses appearing on the stock transfer books of the Corporation.

               (vi) In any case in which this  Subsection  9(d) provides that an
adjustment shall become effective  immediately after a record date for an event,
the  Corporation may defer until the occurrence of such event (i) issuing to the
Holder of any shares of Convertible  Preferred Stock converted after such record
date and before the  occurrence  of such event the  additional  shares of Common
Stock issuable upon such conversion by reason of the adjustment required by such
event over and above the  Common  Stock  issuable  upon such  conversion  before
giving effect to such  adjustment,  and (ii) paying to such Holder any amount in
cash in lieu of any  fractional  share of Common  Stock  pursuant to  Subsection
9(c).

               (vii) For  purposes of any  computation  pursuant to this Section
9(d), respecting consideration received, the following shall apply:

                    (A) in the case of the  issuance of shares of Capital  Stock
for cash, the consideration  shall be the amount of such cash,  provided that in
no case shall any  deduction  be made for any  commissions,  discounts  or other
expenses  incurred  by the  Corporation  for any  underwriting  of the  issue or
otherwise in connection therewith;

                    (B) in the case of the  issuance of shares of Capital  Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair  market  value  thereof  as  reasonably
determined in good faith by the Board of Directors of the  Corporation or a duly
authorized committee thereof (irrespective of the accounting treatment thereof),
and described in a resolution of the Board of Directors or such committee; and

                    (C) in the case of the  issuance of  securities  convertible
into or exchangeable  or exercisable for shares of Capital Stock,  the aggregate
consideration received therefor shall be deemed to be the consideration received
by the  Corporation  for the  issuance of such  securities  plus the  additional
minimum  consideration,  if any,  to be  received  by the  Corporation  upon the
conversion or exchange thereof (the  consideration in each case to be determined
in the same manner as provided in clauses (1) and (2) of this Section).

               (viii) If after an  adjustment a Holder of shares of  Convertible
Preferred Stock may, upon conversion of such Security,  receive shares of two or
more  classes  of  Capital  Stock  of the  Corporation,  the  Corporation  shall
determine  on a fair  basis the  allocation  of the  adjusted  Conversion  Price
between the classes of Capital  Stock.  After such  allocation,  the  conversion
privilege  and the  Conversion  Price  of each  class  of  Capital  Stock  shall
thereafter be subject to adjustment on terms  comparable to those  applicable to
Common Stock in this Section 9.

               (ix) In no event shall an adjustment  pursuant to this subsection
9(d) reduce the Conversion Price below the then par value, if any, of the shares
of Common Stock  issuable  upon  conversion of shares of  Convertible  Preferred
Stock.

          (e)  Effect of Reclassification, Consolidation, Merger or Sale.

     If any of the following events occur,  namely (i) any  reclassification  or
change of outstanding  shares of Common Stock issuable upon conversion of shares
of Convertible  Preferred  Stock (other than a change in par value,  or from par
value to no par value,  or from no par value to par  value,  or as a result of a
subdivision or combination), (ii) any consolidation or merger of the Corporation
with  another  Person  shall be effected as a result of which  holders of Common
Stock issuable upon conversion of shares of Convertible Preferred Stock shall be
entitled to receive  stock,  securities or other  property or assets  (including
cash) with respect to or in exchange for such Common Stock, or (iii) any sale or
conveyance of the properties and assets of the Corporation as, or  substantially
as, an entirety to any other Person,  then the  Corporation or such successor or
purchasing  Person, as the case may be, shall make provisions in its certificate
or articles of  incorporation or other  constituent  documents to establish that
each share of Convertible  Preferred Stock then outstanding shall be convertible
into the kind and amount of shares of stock and other  securities or property or
assets   (including  cash)  receivable  upon  such   reclassification,   change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon  conversion of such shares of  Convertible  Preferred
Stock immediately prior to such reclassification, change, consolidation, merger,
sale or conveyance. Such provisions shall provide for adjustments which shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Section 9.

     If this  Section  applies with respect to a  transaction,  subsection  9(d)
shall not apply with respect to that  transaction.  The above provisions of this
subsection    shall   similarly    apply   to   successive    reclassifications,
consolidations, mergers and sales.

          (f) Voluntary  Adjustment.  The Corporation at any time may reduce the
Conversion  Price by any amount and for any period of time,  provided  that such
period is not less than twenty (20) Business Days. Whenever the Conversion Price
is reduced pursuant to this Subsection  9(f), the Corporation  shall mail to the
Holders,  a notice of the reduction at least 15 days before the date the reduced
Conversion Price takes effect and such notice shall state the reduced Conversion
Price and the period it will be in effect.

          (g) Taxes on Shares Issued.  The issuance of stock  certificates  upon
conversion of shares of Convertible Preferred Stock shall be made without charge
to the  converting  Holder for any tax in respect of the issuance  thereof.  The
Corporation shall not, however,  be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of stock in any
name  other  than that of the Holder of shares of  Convertible  Preferred  Stock
converted (or any nominee thereof), and the Corporation shall not be required to
issue or  deliver  any such  stock  certificate  unless  and until the Person or
Persons  requesting the issuance  thereof shall have paid to the Corporation the
amount  of  such  tax or  shall  have  established  to the  satisfaction  of the
Corporation that such tax has been paid.

          (h)  Reservation of Shares;  Shares to be Fully Paid;  Compliance with
Governmental  Requirements.  The Corporation shall reserve, free from preemptive
rights,  out of its authorized but unissued shares, or out of shares held in its
treasury,  sufficient  shares of Class A and Class C Common Stock to provide for
the  conversion of all shares of Convertible  Preferred  Stock from time to time
outstanding.

     The  Corporation  covenants  that all shares of Common  Stock  which may be
issued upon  conversion of shares of Preferred Stock will upon issuance be fully
paid and  nonassessable  by the Corporation  and free from all taxes,  liens and
charges with respect to the issuance thereof.

               (i) Notice to  Holders  Prior to Certain  Actions.  In case:  the
Corporation  shall take any  action  that would  require  an  adjustment  in the
Conversion  Price  pursuant to clauses  (i),  (ii) or (iii) of  subsection  9(d)
above; or

               (ii) any event described in subsection 9(e) above shall occur; or

               (iii) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Corporation;

the  Corporation  shall cause notice of such proposed action or event to be
mailed to each Holder of record of  Convertible  Preferred  Stock at its address
appearing  on the  stock  transfer  books of the  Corporation,  as  promptly  as
possible but in any event at least thirty days prior to the proposed record date
for a dividend or  distribution  or proposed  effective  date of a  subdivision,
combination,   reclassification,   consolidation,  merger,  exchange,  transfer,
liquidation  or  dissolution;  provided,  however,  that in the  event  that the
Corporation  provides public notice of such proposed action or event  specifying
the  information  set forth below at least ten days prior to the proposed record
date or  proposed  effective  date,  the  Corporation  shall be  deemed  to have
satisfied its obligation to provide notice pursuant to this subsection  9(i). In
any event,  such  notice  shall  specify (A) the date on which a record is to be
taken for the purpose of such dividend,  distribution or rights or warrants, or,
if a record is not to be taken,  the date as of which the  holders  of record of
Common Stock to be entitled to such dividend, distribution or rights or warrants
are  to  be  determined,  or  (B)  the  date  on  which  such  reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is
expected  to  become  effective,  and the date as of which it is  expected  that
holders of record of Class A Common  Stock shall be  entitled to exchange  their
Common  Stock  for   securities  or  other   property   deliverable   upon  such
reclassification,    consolidation,   merger,   sale,   transfer,   dissolution,
liquidation or winding-up.  Failure to give such notice,  or any defect therein,
shall not  affect the  legality  or  validity  of such  dividend,  distribution,
reclassification,    consolidation,   merger,   sale,   transfer,   dissolution,
liquidation, winding-up or termination.

     Section 10. Voting Rights of Preferred Stock.

          (a) General. Except as set forth in this Section 10 or as is otherwise
required by law, the shares of Preferred Stock shall have no voting rights,  and
consent of the Holders of  Preferred  Stock shall not be required for taking any
corporate  action.  In connection with any right to vote, each Holder of a share
of  Preferred  Stock  shall  have one vote for each  share  held.  Any shares of
Preferred Stock owned, directly or indirectly,  by the Corporation or any of its
Subsidiaries  shall not have voting rights hereunder and shall not be counted in
determining the presence of a quorum.

          (b) In the event that the  Corporation  shall have failed to discharge
any  mandatory  redemption  obligation  with  respect  to  either  series of the
Preferred Stock, the  Corporation's  Board of Directors will be increased by one
director  and the holders of all shares of Preferred  Stock,  voting as a single
class,  will be entitled to elect such  additional  director.  Such voting right
will  continue  until such time as the  Corporation  has fulfilled its mandatory
redemption obligation.

          (c)  Certain  Amendments.  So long as any  shares of  Preferred  Stock
remain outstanding:

               (i)  the  affirmative   vote  of  the  Holders  of  100%  of  the
outstanding shares of Convertible Preferred Stock or Redeemable Preferred Stock,
as the case may be,  voting as a separate  class,  shall be required in order to
change (A) the amount of the Liquidation  Preference or the dividend rate of, or
any provision of Section 4 hereof  relating to the  calculation  of the dividend
on,  the  shares  of such  series,  or (B) any  provision  of  subsection  6(a),
subsection  6(b) or  subsection  8(a) hereof  adversely  affecting the rights of
Holders of shares of such series or this Section 10; and

               (ii) the  affirmative  vote of the Holders of at least 51% of the
outstanding shares of Convertible Preferred Stock or Redeemable Preferred Stock,
as the case may be,  voting as a separate  class,  shall be required in order to
(A) amend, alter or repeal any of the provisions of the Restated  Certificate of
Incorporation  of the  Corporation,  as amended to date, or this  Certificate of
Designations, so as to adversely affect any right, preference or voting power of
the  holders of shares of such  series,  or (B)  authorize,  create or issue any
class or  series  of  Capital  Stock of the  Corporation  that is  senior to the
Convertible  Preferred Stock or Redeemable  Preferred Stock, as the case may be,
with  respect to  dividends  or the  distribution  of assets  upon  dissolution,
liquidation or winding up of the Corporation.

     The foregoing voting provisions shall not apply if, at or prior to the time
when the action with  respect to which such vote would  otherwise be required to
be effected, all outstanding shares of Convertible Preferred Stock or Redeemable
Preferred  Stock,  as the case may be,  shall  have been  redeemed  or notice of
redemption  shall have been provided and  sufficient  funds (and, if applicable,
shares of  Redemption  Common  Stock) shall have been  delivered to the Transfer
Agent to effect such redemption.

     Section 11.  Transfers; Replacement of Certificates.

          (a)  Transfers.   Subject  to  any   restrictions  on  transfer  under
applicable   securities  or  other  laws,  shares  of  Preferred  Stock  may  be
transferred on the books of the  Corporation by the surrender to the Corporation
of the  certificate  therefor  properly  endorsed  or  accompanied  by a written
assignment and power of attorney  properly  executed,  with transfer  stamps (if
necessary)  affixed,  and such proof of the  authenticity  of  signature  as the
Corporation or the Transfer Agent may reasonably require.

          (b)  Replacement  of  Certificates.   If  any  mutilated   certificate
representing shares of Preferred Stock is surrendered to the Corporation,  or if
a Holder claims the certificate  representing shares of Preferred Stock has been
lost,  destroyed or willfully taken,  the Corporation  shall issue a replacement
certificate of like tenor and date if (i) the Holder  provides an indemnity bond
or other security sufficient, in the reasonable judgment of the Corporation,  to
protect the Corporation and any authenticating  agent and any of their officers,
directors,  employees  or  representatives  from any loss  which any of them may
suffer if a certificate  representing shares of Preferred Stock is replaced, and
(ii) the Holder satisfies any other reasonable requirements of the Corporation.

     Section 12.  Reacquired  Shares.  Any shares of  Preferred  Stock which are
purchased,  redeemed or otherwise acquired by the Corporation,  shall be retired
and cancelled by the Corporation promptly thereafter.  No such shares shall upon
their cancellation be reissued.

     IN WITNESS  WHEREOF,  Ampex  Corporation  has caused  this  Certificate  of
Designations to be duly signed by its duly  authorized  officer this 24th day of
June, 1998.

                              AMPEX CORPORATION

                              By:/s/ Craig L. McKibben
                              Name:  Craig L. McKibben
                              Title:  Vice President
