Common use of Designation and Amount Clause in Contracts

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

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Four Hundred Thousand (1,000,000400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)120,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into or exchangeable for Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E Junior A Participating Preferred Stock.” (the “The Series E A Participating Preferred Stock”) Stock shall have a par value of $0.01 per share, and the number of shares constituting such series shall be one million (1,000,000)100,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no decrease shall reduce the number of shares of Series E A Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Participating Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “Series E Junior A Participating Preferred Stock.” (the “The Series E A Participating Preferred Stock”) Stock shall have a par value of $0.001 per share, and the number of shares constituting such series shall be one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, however, that no decrease shall reduce the number of shares of Series E A Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Participating Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)3,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. There is hereby created a series of the Preferred Stock of the Corporation. The shares of such this series shall be designated as “"Series E Junior C Participating Preferred Stock” " (the “"Series E C Preferred Stock”) and the "). The number of shares constituting such series the Series C Preferred Stock shall be one million One Hundred Thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E C Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E Junior Participating Preferred Stock, Series B” (the “Series E B Preferred Stock”) ), and the number of shares constituting such series the Series B Preferred Stock shall be one million Seventy-Five Thousand (1,000,00075,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E B Preferred Stock stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E B Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E A Junior Participating Preferred Stock” (the “Series E A Preferred Stock”) and the number of shares constituting such series the Series A Preferred Stock shall be one million One Hundred Thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E Junior Participating A Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)500,000 shares of Series A Preferred Stock, having a par value of $0.001 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The Two Hundred Thousand (200,000) shares of such series shall be designated as “Series E Junior Participating Preferred Stock” , $.001 par value per share, are designated "Series A Preferred Stock" with the rights, preferences, privileges and restrictions specified herein (the “"Series E A Preferred Stock”) and the number of shares constituting such series shall be one million (1,000,000"). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E Junior A Participating Preferred Stock” (the “Series E Preferred Stock”) ", par value $0.01 per share, and the number of shares constituting such series shall be one million Two Hundred Thousand (1,000,000200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series E A Participating Preferred Stock to a number of shares less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Participating Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E C Junior Participating Preferred Stock” (the “Series E C Preferred Stock”) and the number of shares constituting such series the Series C Preferred Stock shall be one million Two Hundred Seventy Thousand shares (1,000,000270,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E C Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million hundred seventy-five thousand (1,000,000175,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million six hundred thousand (1,000,000600,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million fifty-thousand (1,000,00050,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series There shall be a series of Preferred Stock designated as “"Series E C Junior Participating Preferred Stock” " (the “"Series E C Preferred Stock”") and the number of shares constituting such series the Series C Preferred Stock shall be one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors and by the filing of articles supplementary in accordance with the Maryland General Corporation Law; provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E C Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one two million four hundred thousand (1,000,0002,400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E A Junior Participating Preferred Stock” (the “Series E A Preferred Stock”) and the number of shares constituting such series the Series A Preferred Stock shall be one million Four Hundred Thousand (1,000,000400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)2,000,000. Such Subject to Section A of Article FOURTH of the Amended and Restated Certificate of Incorporation, such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E Junior Participating A Preferred Stock” (the “Series E A Preferred Stock”) and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)) shares of Series A Preferred Stock each of which shall have a par value of $0.001 per share. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation that are by their terms convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, HOWEVER, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into or exchangeable for Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “---------------------- "Series E AA Junior Participating Preferred Stock” " (the “"Series E AA Preferred Stock”") and the number of shares constituting such series the Series AA Preferred Stock shall be one million Two Hundred Thousand (1,000,000200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E AA Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E AA Preferred Stock.

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

Designation and Amount. The shares of such series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)350,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce -------- the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E "Junior Participating Preferred Stock” , Series A" (the “"Series E A Preferred Stock”) "), and the number of shares constituting such series the Series A Preferred Stock shall be one million Fifty Thousand (1,000,00050,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as “"Series E C Junior Participating Preferred Stock” " (the “"Series E C Preferred Stock”") and the number of shares constituting such series the Series C Preferred Stock shall be one million hundred thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E C Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E AA Junior Participating Preferred Stock” " (the “"Series E AA Preferred Stock”") and the number of shares constituting such series the Series AA Preferred Stock shall be one million One Hundred Fifty Thousand (1,000,000150,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E AA Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E AA Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million hundred fifty thousand (1,000,000150,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E "Preferred Stock--Junior Participating Series A" (the "Series A Preferred Stock” (the “Series E Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)300,000. Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock, including (without limitation) that certain Rights Agreement dated as of September 4, 1998 (the "Rights Agreement") to which the Corporation is a party.

Designation and Amount. The shares of such series shall be designated as “"Series E C Junior Participating Preferred Stock” " (the “"Series E C Preferred Stock”") and the number of shares constituting such series the Series C Preferred Stock shall be one million hundred thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E C Preferred Stock.

Designation and Amount. The shares A series of such series Preferred Stock, par value $.01 per share, is hereby created and shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E A Preferred Stock.

Designation and Amount. There is hereby created a series of the Preferred Stock of the Corporation. The shares of such this series shall be designated as “"Series E Junior H Participating Preferred Stock” " (the “"Series E H Preferred Stock”) and the "). The number of shares constituting such series the Series H Preferred Stock shall be one million One Hundred Thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E H Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E H Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as “"Series E A Junior Participating Preferred Stock” Share" (the “"Series E A -------- Preferred Stock”Share") and the number of shares constituting such series the Series A Preferred --------------- Share shall be one million (1,000,000)500,000. Such number of shares may be increased or decreased by resolution of the Board of DirectorsTrust Managers; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock Share to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Trust convertible into Series E A Preferred StockShare.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million three hundred thousand (1,000,000300,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsDirectors prior to issuance; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million hundred thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E "Preferred Stock--Junior Participating Series A" (the "Series A Preferred Stock” (the “Series E Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)400,000. Such number of shares may be increased or decreased by resolution of by the Board of DirectorsDirectors and without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock, including (without limitation) that certain Rights Agreement dated as of May 15, 1997 (the "Rights Agreement") to which the Corporation is a party.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)4,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares of Series A Preferred Stock then outstanding outstanding, plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation and convertible into Series E A Preferred Stock.

Designation and Amount. The shares This series of such series Preferred Stock shall be designated as “the "Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series which shall constitute the Series A Preferred Stock shall be one million (1,000,000)100,000 shares. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E A Preferred Stock.

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

Designation and Amount. The shares of such this series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million hundred thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then then-outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights rights, or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Fifty Thousand (1,000,00050,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E Junior Participating A Convertible Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series shall be one million (1,000,000)250,000. Such number of shares of Series A Preferred Stock may be increased or decreased by resolution of the Board of Directors; providedprovided however, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus the number of shares of Series A Preferred Stock reserved for issuance upon the exercise of outstanding options, rights or warrants exercisable for, or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into into, Series E A Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million four hundred thousand (1,000,000400,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such this series shall be designated as “"Series E F Junior Participating Cumulative Preferred Stock” " (the “"Series E F Junior Preferred Stock”") and the number of shares constituting such series the Series F Junior Preferred Stock shall be one million three hundred thousand (1,000,000)300,000) shares. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E F Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E F Junior Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Five Hundred Thousand (1,000,000500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Five Hundred Thousand (1,000,000500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that -------- no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Two Hundred Fifty thousand (1,000,000250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million One Hundred Twenty Thousand (1,000,000120,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation which are convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E C Junior Participating Preferred Stock” " (the “"Series E C Preferred Stock”") and the number of shares constituting such series shall be one million forty-seven thousand two hundred and fifty (1,000,00047,250). Such number of shares may be increased or decreased by resolution of the Board of Directors; , provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than that of the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E C Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)4,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)50,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise ex- ercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Three Hundred Thousand (1,000,000300,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series ---------------------- shall be designated as “"Series E C Junior Participating Preferred Stock” " (the “"Series E C Preferred Stock”") and the number of shares constituting such series the Series C Preferred Stock shall be one million (1,000,000)500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E C Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E Preferred Stock.C

Designation and Amount. The shares of such series of Preferred Units shall be designated as “Series E A Junior Participating Preferred StockUnits” (the “Series E Preferred Stock”) and the number of shares Units constituting such series shall be one million (1,000,000)650,000. Such number of shares Units may be increased or decreased by resolution of the Board of DirectorsGeneral Partner; provided, that no decrease shall reduce the number of shares of Series E A Junior Participating Preferred Stock Units to a number less than the number of shares of the General Partner’s Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”) then outstanding plus the number of shares of Series A Preferred Stock reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation General Partner convertible into Series E A Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “Series E Junior Participating Preferred Stock” "SERIES A JUNIOR PARTICIPATING PREFERRED STOCK" (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E A Junior Participating Preferred Stock” (the “Series E A Preferred Stock”) and the number of shares constituting such series the Series A Preferred Stock shall be one million Five Hundred Thousand (1,000,000500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares There shall be a series of such series Preferred Stock of the corporation which shall be designated as “"Series E A Junior Participating Preferred Stock” , $. 50 par value" (the “"Series E A Preferred Stock”) "), and the number of shares constituting such series shall be one million (1,000,000)500,000. Such number of shares may be increased or decreased by resolution Articles of Amendment adopted by the Board of DirectorsDirectors without shareholder action; provided, however, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance issuable upon the exercise of outstanding optionsrights, rights options or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E Preferred Stockcorporation.

Designation and Amount. The shares of such this series ---------------------- shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease -------- shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E A Preferred Stock.

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

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)5,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Two Million (1,000,0002,000,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares of Series A Preferred Stock then outstanding plus the number of Series A Preferred Stock shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series There shall be a series of Preferred Stock designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, HOWEVER, that no decrease shall reduce the number of shares of Series E Preferred Stock to a number less than the number of shares then outstanding plus the number of shares then reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise conversion or exchange of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into or exchangeable for Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)50,000. Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall -------- reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E Junior Participating A Preferred Stock” " (the “"Series E A Preferred Stock”) "), and the number of shares constituting such series the Series A Preferred Stock shall be one million One Hundred Thousand (1,000,000100,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that that, no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Three Hundred Fifty Thousand (1,000,000350,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Fifty Thousand (1,000,00050,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)600,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no - A37 - 38 decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”) "), the shares of such series shall be without par value and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)50,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as “"Series E Junior A Participating Preferred Stock” ," without par value (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of -------- shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E Junior Participating A Preferred Stock” " (hereinafter referred to as the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, HOWEVER, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E A Junior Participating Preferred Stock” (the “Series E A Preferred Stock”) and the number of shares constituting such series the Series A Preferred Stock shall be one million Twenty Million (1,000,00020,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E Preferred Stock.A

Designation and Amount. The shares of such series shall be ---------------------- designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Five Hundred Thousand (1,000,000500,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that -------- no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E Junior A Participating Serial Preferred Stock” Shares" (the “"Series E A Preferred Stock”Shares") and the number of shares constituting such series the Series A Preferred Shares shall be one million hundred twelve thousand (1,000,000112,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock Shares to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred StockShares.

Designation and Amount. The shares of such series of Preferred Shares shall be designated as “"Series E A Junior Participating Preferred Stock” , no par value" (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)42,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)[__________]. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)4,000,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be ---------------------- designated as “"Series E B Junior Participating Preferred Stock” " (the “"Series E B Preferred Stock”") and the number of shares constituting such series the Series B Preferred Stock shall be one million Two Hundred Thousand (1,000,000200,000). Such number of shares may be increased or decreased by resolution of the Board of DirectorsBoard; provided, that no decrease -------- shall reduce the number of shares of Series E B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E B Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E B Junior Participating Preferred Stock” " (the “"Series E B Preferred Stock”") and the number of shares constituting such series the Series B Preferred Stock shall be one million Fifty Thousand (1,000,00050,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E B Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E B Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “Series E Preferred Stock”"SERIES A PREFERRED STOCK") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)35,000. Such number of shares may be increased or decreased by resolution vote of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E Preferred StockCorporation.

Designation and Amount. The shares of such series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Two Hundred Thousand (1,000,000200,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of -------- Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)600,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, provided that no decrease shall reduce the -------- number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such preferred stock series shall be designated as “"Series E Junior Participating A Preferred Stock” " (the “"Series E A Preferred Stock”) "), and the number of shares constituting such series the Series A Preferred Stock shall be one million Ninety Thousand (1,000,00090,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that that, no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A-1 Junior Participating Preferred Stock” " (the “"Series E A-1 Preferred Stock”") and the number of shares constituting such series the Series A-1 Preferred Stock shall be one million two hundred fifty thousand (1,000,000250,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A-1 Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E Preferred Stock.A-1

Designation and Amount. The shares of such series shall be designated as “Series E A Junior Participating Preferred Stock” ”, par value $1.00 per share, (the “Series E A Preferred Stock”) and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million Four Hundred Thousand (1,000,000400,000). Such number of shares may be increased or decreased by resolution of the Board board of Directorsdirectors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million hundred twenty-five thousand (1,000,000125,000). Such number of shares may be increased or decreased by resolution of the Board of Directorsprior to issuance; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”) "), par value $0.0001 per share, and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)3,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million ninety nine thousand (1,000,00099,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series shall be designated as “Series E C Junior Participating Preferred Stock” (the “Series E Preferred Stock”) and the number of shares constituting such series shall be one million (1,000,000)1,250,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series E C Junior Participating Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation Company convertible into Series E Preferred Stock.C

Designation and Amount. The shares of such series shall be ---------------------- designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A -------- Preferred Stock”") and the number of shares constituting such series the Series A Preferred --------------- Stock shall be one million (1,000,000)600,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; providedPROVIDED, that no decrease shall reduce the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.

Designation and Amount. The shares of such series this Series shall ---------------------- be designated as “"Series E A Junior Participating Preferred Stock” " (the “"Series E A Preferred Stock”") and the number of shares constituting such series the Series A Preferred Stock shall be one million (1,000,000)65,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce -------- the number of shares of Series E A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the exercise of any options, rights or warrants issuable upon conversion of any outstanding securities issued by the Corporation convertible into Series E A Preferred Stock.