SURGICAL SAFETY PRODUCTS, INC.

              CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES

                        OF THE SERIES A PREFERRED STOCK,

                            $.001 PAR VALUE PER SHARE

        Article 1. The name of the corporation is Surgical Safety Products, Inc.
(the "Corporation")

        Article 2. The following resolution establishing and designating a series
of shares of preferred stock designated "Series A Preferred Stock" and fixing
and determining the preferences, limitations and relative rights thereof was
duly adopted by all necessary action on the part of the Corporation on March 31,
2003:

        RESOLVED, that pursuant to the authority expressly granted to and
        vested in the Board of Directors of the Corporation by the provisions
        of the Certificate of Incorporation of the Corporation, the Board of
        Directors hereby authorizes and designates a series of preferred stock
        of the Corporation (the "Series A Preferred Stock") consisting of
        4,000,000 shares.

        FURTHER RESOLVED, that the Board of Directors hereby fixes and
        determines the powers, designations, preferences and relative rights
        of the Series A Preferred Stock as set forth in Exhibit A attached to
        these resolutions.

        FURTHER RESOLVED, that the President and the Secretary of the Company
        be, and each hereby is, authorized to execute a Certificate of
        Designations relating to the Series A Preferred Stock and cause the
        same to be filed with the Secretary of State of the State of New York.

        IN WITNESS WHEREOF, Surgical Safety Products, Inc. has caused this
certificate to be duly executed by its President on March 31, 2003.

                                          Surgical Safety Products, Inc.


By: /s/Tim Novak
    Tim Novak, President


                                       1







         CERTIFICATE OF DESIGNATIONS, LIMITATIONS AND RELATIVE RIGHTS OF
                            SERIES A PREFERRED STOCK
                                       of
                         SURGICAL SAFETY PRODUCTS, INC.
                            f/k/a Sheffeld Acres Inc.











                                    Filed by:
                               Lawrence E. Wilson
                           Franklin, Cardwell & Jones
                                  1001 McKinney
                                   18th Floor
                              Houston, Texas 77002
                                 (713) 222-6025

                                   DESIGNATION
                                       of
                            SERIES A PREFERRED STOCK
                                       of
                         SUGERICAL SAFETY PRODUCTS, INC.



                                       2




1.  Designation and Amount. There shall be a series of Preferred Stock designated
as "Series A Preferred Stock," and the number of shares constituting such series
shall be 4,000,000. Such series is referred to herein as the "Series A Preferred
Stock."

2.  Stated Capital. The amount to be represented in stated capital at all times
for each share of Series A Preferred Stock shall be $.001.

3.  Rank. All shares of Series A Preferred Stock rank prior to all of the
Corporation's Common Stock, par value $.00l per share (the "Common Stock"), and
preferred stock, par value $.00l per share, now or hereafter issued, 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.

4.  Dividends. The Series A Preferred Stock shall be entitled to receive
dividends and distributions on parity with the Common Stock as though the Series
A Preferred Stock had been converted to Common Stock on the day before the
record date for such dividends and distributions.

5.  Liquidation Preference. In the event of a liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the holders of Series A
Preferred Stock shall be entitled to receive out of the assets of the
Corporation, whether such assets are stated capital or surplus of any nature, an
amount equal to $.10 per share, and no more, before any payment shall he made or
any assets distributed to the holders of Common Stock or any other class or
series of the Corporation's capital stock ranking junior as to liquidation
rights to the Series A Preferred Stock (the "Junior Liquidation Stock"). If the
assets of the Corporation available for distribution are not sufficient to pay
to the holders of the Series A Preferred Stock and all other series of stock
ranking on a parity with the Series A Preferred Stock the Liquidation amount,
the assets of the Corporation shall be distributed ratably among the holders of
the Series A Preferred Stock and such series ranking on a parity with the Series
A Preferred Stock. Neither a consolidation or merger of the Corporation with
another corporation nor a sale or transfer of all or part of the Corporation's
assets for cash, securities or other property will be considered a liquidation,
dissolution or winding up of the Corporation.

6.  Optional Redemptions for Cash. Shares of the Series A Preferred Stock are not
redeemable by the Corporation at any time.

7.  Redemption at Option of Holders. In the event (i) any person with the defined
meaning as used in Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), or any successor provision becomes the beneficial
owner (as defined in Rule 13d-3 under the 1934 Act, or any successor provision)
of more than 50% of the Common Stock (a "Share Acquisition") or the Corporation
is a party to a business combination, including a merger or consolidation or the
sale of all or substantially all of its assets and (ii) either (1) as a result
of such a Share Acquisition or business combination, the Series A Preferred
Stock thereafter is not convertible into common stock of the Corporation or of
the ultimate parent of the Corporation which common stock is listed or admitted
to trading on a national securities exchange, quoted on the NASDAQ Stock Market
(either National Market System or Small Cap Market), or sales are reported on



                               Exhibit A - Page 1


the electronic bulletin board by Bloomberg Financial Markets or the
over-the-counter market by the National Quotation Bureau, LLC, or (2) all or
substantially all of the consideration paid in such Share Acquisition or
business combination does not consist of common stock of the ultimate parent of
the Corporation which common stock is listed or admitted to trading on a
national securities exchange, quoted on the NASDAQ Stock Market (either National
Market System or Small Cap Market), or sales are reported on the electronic
bulletin board by Bloomberg Financial Markets or the over-the-counter market by
the National Quotation Bureau, LLC, then each holder of Series A Preferred
Stock, subject to the conditions of this Section 7, shall have the option to
require the Corporation to redeem all of the shares of Series A Preferred Stock
owned by such holder at $10.00 per share.

In the event of any Share Acquisition meeting the conditions specified in
clauses (i) and (ii) of the first paragraph of this Section 7, the Corporation
shall, on the date that is 45 days after the date of such Share Acquisition,
upon the written demand of any record holder of Series A Preferred Stock which
so requests, redeem all of the shares of Series A Preferred Stock owned by such
holder at $10.00 per share. Within 10 days after the Corporation has knowledge
that such Share Acquisition has occurred, it shall mail to each record holder of
Series A Preferred Stock a form of written demand to be used by such holder to
exercise his right of redemption (a "Demand Form") and a notice which shall
disclose the occurrence of the Share Acquisition and the right of such holder to
require the Corporation to redeem such Series A Preferred Stock pursuant to this
Section 7, and shall state the redemption date, the redemption price, the place
or places of payment, that payment will be made upon presentation and surrender
of the shares of Series A Preferred Stock, the date of which such holder must
notify the Corporation if it elects to require the Corporation to make such
redemption, that on and after the redemption date, dividends will cease to
accumulate on such shares, the then effective conversion rate pursuant to
Section 8, and that the right of holders to convert shall terminate at the close
of business on the fifth business day prior to the redemption date. Within 15
days after the Corporation has knowledge that such Share Acquisition has
occurred, it also shall deposit in trust with a bank having a combined capital
and surplus in excess of $50,000,000, as trustee, for the benefit of holders of
Series A Preferred Stock which elect to require the Corporation to redeem such
stock pursuant to this Section 7, funds sufficient to redeem on the redemption
date all of the Series A Preferred Stock outstanding on the date of delivery of
the notice referred to above. Each record holder of Series A Preferred Stock
that elects to require the Corporation to redeem on the redemption date all of
the shares of Series A Preferred Stock that such holder owns shall deliver to
the Corporation not later than the redemption date a completed Demand Form
relating to the Series A Preferred Stack to be redeemed. After the redemption
date, the Corporation shall be entitled to receive from the funds which it
deposited in trust for the redemption of Series A Preferred Stock on such
redemption date an amount equal to that portion of such funds which was
deposited it respect of shares of Series A Preferred Stock which the holders
thereof did not elect to have redeemed pursuant to this Section 7. The term
"redemption date," as used in connection with a redemption resulting from a
Share Acquisition, shall mean .the close of business on the 45th day after the
date of the Share Acquisition.

In the event of any business combination meeting the conditions specified in
clauses (i) and (ii) of the first paragraph of this Section 7, the Corporation
shall, immediately prior to the effectiveness of such business combination, upon



                               Exhibit A - Page 2


the demand of any record holder of Series A Preferred Stock that so requests,
redeem all of the shares of Series A Preferred Stock owned by each such holder
at $10.00 per share plus accrued and unpaid dividends to the date on which such
business combination occurs. Not later than 35 days prior to the effectiveness
of any such business combination, the Corporation shall mail to each record
holder of Series A Preferred Stock a Demand Form and a notice which shall
disclose such business combination and the right of such holder of Series A
Preferred Stock to require the Corporation to redeem such Series A Preferred
Stock pursuant to this Section 7 and shall state the anticipated redemption
date, the redemption price, the place or places of payment, that payment will be
made upon presentation and surrender of the shares of Series A Preferred Stock,
the date by which such holder must notify the Corporation if it elects to
require the Corporation to make such redemption, that on and after the
redemption date, dividends will cease to accumulate on such shares, the then
effective conversion rate pursuant to Section 8, and that the right of holders
to convert shall terminate at the close of business on the fifth business day
prior to the redemption date. Prior to the effectiveness of such business
combination, the Corporation also shall deposit in trust with a bank having a
combined capital and surplus in excess of $50,000,000, as trustee, for the
benefit of holders of Series A Preferred Stock which elect to require the
Corporation to redeem such stock pursuant to this Section 7, immediately
available funds sufficient to redeem on the redemption date all of the Series A
Preferred Stock which, pursuant to this Section 7, holders have elected to
require the Corporation to redeem. Each record holder of Series A Preferred
Stock that elects to require the Corporation to redeem on the redemption date
all of the Series A Preferred Stock which it owns must submit to the Corporation
not later than the redemption date a completed Demand Form relating to the
Series A Preferred Stock to be redeemed. The Corporation agrees that it will not
complete any business combination described in this Section 7 unless proper
provision has been made to satisfy its obligations under this Section 7. The
term "redemption date," as used in connection with a redemption upon the
occurrence of a business combination under this Section 7, shall mean the time
immediately prior to the effectiveness of such business combination referred to
herein.

Any notice by the Corporation which is mailed as herein provided shall be
conclusively presumed to have been duly given whether or not the holder of
Series A Preferred Stock receives such Notice; and failure to give such notice
by mail, or any defect in such notice, to the holders of any shares shall not
affect the validity of the proceedings for the redemption of any other shares of
Series A Preferred Stock. An election by a holder of Series A Preferred Stock to
have the Corporation redeem such stock pursuant to this Section 7 shall become
irrevocable on the relevant redemption date on or after the date fixed for
redemption as stated in any notice delivered by the Corporation, each holder of
the shares called for redemption shall surrender the certificates evidencing
such shares to the Corporation at the place designated in such notice and shall
thereupon be entitled to receive payment of the relevant redemption price in
accordance with the terms of this Section 7. If any such certificates shall be
so surrendered in connection with a redemption required to be made as a result
of any business combination described in the first paragraph of this Section 7
and for whatever reason such business combination will not become effective,
then the Corporation shall cause such certificates to be returned promptly to
the respective holders thereof. If less than all the shares represented by any
such surrendered certificates are redeemed, a new certificate shall be issued
representing the unredeemed shares. If, on the date fixed for redemption under
any provision of this Section 7, funds necessary for the redemption shall be
available therefor and shall have been deposited in trust as required by this



                               Exhibit A - Page 3



Section 7, then in the case of any shares of Series A Preferred Stock to be
redeemed as a result of a Share Acquisition, after the close of business on the
redemption date and, in the case of any shares of Series A Preferred Stock to be
redeemed as a result of a business combination described in the first paragraph
of this Section 7, after the effectiveness of the business combination,
notwithstanding that the certificates evidencing any shares which the holders
thereof had elected to have redeemed shall not have been surrendered, such
shares shall no longer be deemed outstanding, the holders thereof shall cease to
be stockholders, and all rights whatsoever with respect to such shares (except
the right of the holders to receive the relevant redemption price without
interest upon surrender of their certificates therefor) shall terminate.

        8. Conversion Privilege.

(a)  Right of Conversion. Each share of Series A Preferred Stock shall be
convertible at the option of the holder thereof at any time into (i) ten (10)
fully paid and non-assessable shares of Common Stock, as hereinafter adjusted.

(b)  Conversion Procedure. Any holder of shares of Series A Preferred Stock
desiring to convert such shares into Common Stock shall surrender the
certificate or certificates for such shares of Series A Preferred Stock at the
office of the transfer agent for the Series A Preferred Stock, which certificate
or certificates, if the Corporation shall so require, shall be duly endorsed to
the Corporation or in blank, or accompanied by proper instruments of transfer to
the Corporation or in blank, accompanied by irrevocable written notice to the
Corporation that the holder elects so to convert such shares of Series A
Preferred Stock and specifying the name or names (with address) in which a
certificate or certificates for Common Stock are to be issued.

The Corporation will, as soon as practicable after such deposit of certificates
for Series A Preferred Stock accompanied by the written notice and, compliance
with any other conditions herein contained, deliver at the office of the
transfer agent to the person for whose account such shares of Series A Preferred
Stock were so surrendered, or to his nominee or nominees, certificates for the
number of full shares of Common Stock to which he shall be entitled as
aforesaid, together with a cash adjustment of any fraction of a share as
hereinafter provided. Subject to the following provisions of this paragraph,
such conversion shall be deemed to have been made as of the date of such
surrender of the shares of Series A Preferred Stock to be converted, and the
person or person entitled to receive the Common Stock deliverable upon
conversion of such Series A Preferred Stock shall be treated for all purposes as
the record holder or holders of such Common Stock on such date; provided,
however, that the Corporation shall not be required to convert any shares of
Series A Preferred Stock while the stock transfer books of the Corporation are
closed for any purpose, but the surrender of Series A Preferred Stock for
conversion during any period while such books are so closed shall become
effective for conversion immediately upon the reopening of such books as if the
surrender had been made on the date of such reopening, and the conversion shall
be at the conversion rate in effect on such date.

(c)  Adjustment of Conversion Rate. The number of shares of Common Stock and
number or amount of any other securities and property as hereinafter provided
into which a share of Series A Preferred Stock is convertible (the "conversion



                               Exhibit A - Page 4


rate") shall be subject to adjustment from time to time as follows:

(i) In case the Corporation shall (1) pay a dividend or make a distribution on
its Common Stock that is paid or made (A) in other shares of stock of the
Corporation or (B) in rights to purchase stock or other securities if such
rights are not separable from the Common Stock except upon the occurrence of a
contingency, or (2) subdivide its outstanding shares of Common Stock into a
greater number of shares, then in either such case the conversion rate in effect
immediately prior thereto shall be adjusted retroactively as provided below so
that the holder of any shares of Series A Preferred Stock thereafter surrendered
for conversion shall be entitled to receive the number of shares of Common Stock
of the Corporation and other shares and rights to purchase stock or other
securities (or, in the event of the redemption of any such shares or rights, any
cash, property or securities paid in respect of such redemption) which such
holder would have owned or have been entitled to receive after the happening of
any of the events described above had such shares of Series A Preferred Stock
been converted immediately prior to the happening of such event. An adjustment
made pursuant to this subparagraph (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 of the subdivision.

(ii) In case the Corporation shall combine its outstanding shares of Common
Stock into a lesser number of outstanding shares by any means, including but not
limited to (1) the filing in the office of the Secretary of State of its
incorporation, or such other state in which the Corporation is legally
domiciled, of an amendment to (or amendment and restatement of) the Articles of
Incorporation or other charter document of the Corporation, (B) a merger with or
into another corporation that causes a change in the legal domicile of the
Corporation, or (C) a pro rata reduction in the total number of issued and
outstanding shares of Common Stock of the Corporation then in any such case the
conversion rate in effect immediately prior thereto shall not be adjusted so
that the holder of any shares of Series A Preferred Stock thereafter surrendered
for conversion shall be entitled to receive the same number of shares of Common
Stock of the Corporation after such event which such holder would have been
entitled to receive before the happening of any of the events described above.

(iii) In case the Corporation shall issue rights or warrants to all holders of
its Common Stock entitling them (for a period expiring within 45 days after the
date fixed for determination mentioned below) to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price
per share (determined as provided below) of the Common Stock on the date fixed
for the determination of stockholders entitled to receive such rights or
warrants, then the conversion rate in effect at the opening of business on the
day following the date fixed for such determination shall be increased by
multiplying such conversion rate by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock so
offered for subscription or purchase and the denominator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common Stock so
offered for subscription or purchase would purchase at such current market
price, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination: provided,



                               Exhibit A - Page 5



however, in the event that all the shares of Common Stock offered for
subscription or purchase are not delivered upon the exercise of such rights or
warrants, upon the expiration of such rights or warrants the conversion rate
shall be readjusted to the conversion rate which would have been in effect had
the numerator and the denominator of the foregoing fraction and the resulting
adjustment been made based upon the number of shares of Common Stock actually
delivered upon the exercise of such rights or warrants rather than upon the
number of shares of Common Stock offered for subscription or purchase. For the
purposes of this subparagraph (iii), the number of shares of Common Stock at any
time outstanding shall not include shares held in the treasury of the
Corporation.

(iv) In case the Corporation shall, by dividend or otherwise, distribute to all
holders of its Common Stock evidences of its indebtedness, cash (excluding
ordinary cash dividends paid out of retained earnings of the Corporation), other
assets or rights or warrants to subscribe for or purchase any security
(excluding those referred to in subparagraphs (i) and (iii) above), then in each
such case the conversion rate shall be adjusted retroactively so that the same
shall equal the rate determined by multiplying the conversion rate in effect
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided below) of the Common Stock on the date fixed for such
determination and the denominator shall be such current market price per share
of the Common Stock less the amount of cash and the then fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors) of the portion of the
assets, rights or evidences of indebtedness so distributed applicable to one
share of Common Stock, such adjustment to become effective immediately prior to
the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such distribution.

(v) For the purpose of any computation under this Section 8, the Current Market
Price per share of Common Stock on any date shall be deemed to be the average of
the daily closing prices for the 20 consecutive trading days commencing with the
1st trading day before the day in question. The closing price for each day shall
be the reported last sales price regular way or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the market on which the Common Stock
trades in the following order: the New York Stock Exchange, on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading (based on the aggregate dollar value of all securities listed or
admitted to trading, on the NASDAQ National Market System, on the NASDAQ Small
Cap Market, the average of the closing bid and asked prices on the Over the
Counter Bulletin Board, and the average of the closing bid and asked prices on
the over-the-counter market as furnished by National Quotation Bureau, LLC, New
York, New York, any New York Stock Exchange member firm selected from time to
time by the Corporation for that purpose, or, if such prices are not available,
the fair market value set by, or in a manner established by, the Board of
Directors of the Corporation in good faith. "Trading day" shall mean a day on
which the market on which the market used to determine the closing price is open
for the transaction of business or the reporting of trades or, if the closing
price is not so determined, a day on which the New York Stock Exchange is open
for the transaction of business.



                               Exhibit A - Page 6



(vi) No adjustment in the conversion rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in such rate;
provided, however, that the Corporation may make any such adjustment its
election; and provided further, that any adjustments which by reason of this
subparagraph (vi) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section 8
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

(vii) Whenever the conversion rate is adjusted as provided in any provision of
this Section 8: (1) the Corporation shall compute the adjusted conversion rate
in accordance with this Section 8 and shall prepare a certificate signed by the
principal financial officer of the Corporation setting forth the adjusted
conversion rate and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed with the
transfer agent of the Series A Preferred Stock; and (2) a notice stating that
the conversion rate has been adjusted and setting forth the adjusted conversion
rate shall forthwith be required, and as soon as practicable after it is
required, such notice shall be mailed by the Corporation to all record holders
of Series A Preferred Stock at then last addresses as they shall appear in the
stock transfer books of the Corporation.

(viii) In the event that at any time, as a result of any adjustment made
pursuant to this Section 8, the holder of any shares of Series A Preferred Stock
thereafter surrendered for conversion shall become entitled to receive any
shares of the Corporation other than shares of Common Stock or to receive any
other securities, the number of such other shares or securities so receivable
upon conversion of any share of Series A Preferred Stock shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions contained in this Section 8 with respect tot eh
Common Stock.

(ix) The Corporation shall take no action that will reduce the number of shares
of Common Stock issuable upon conversion of the Series A Preferred Stock below
the amount specified in Paragraph 8(a).

(d)  No Fractional Shares. No fractional shares or scrip representing fractional
shares of Common Stock shall be issued upon conversion of Series A Preferred
Stock. If more than one certificate representing shares of Series A Preferred
Stock shall be surrendered for conversion at one time by the same holder, the
number of full shares issuable upon conversion thereof shall be computed on the
basis of the aggregate number of shares of Series A Preferred Stock so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any shares of Series A Preferred Stock,
the Corporation will pay a cash adjustment in respect of such fractional
interest in an amount equal to the same fraction of the market price per share
of Common Stock (as determined by the Board of Directors or in any manner
prescribed by the Board of Directors, which, so long as the Common Stock is
listed on an exchange or on NASDAQ, shall be the reported last sale price on the
such exchange or NASDAQ) at the close of business on the day of conversion.

(e)  Reclassification; Consolidation; Merger or Sale of Assets. In case of any
reclassification of the Common Stock, any consolidation of the Corporation with,
or merger of the Corporation into, any other person, any merger of another
person into the Corporation (other than a merger which does not result in any



                               Exhibit A - Page 7


reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Corporation), any sale or transfer of all or substantially
all of the assets of the Corporation or any compulsory share exchange pursuant
to which share exchange the Common Stock is converted into other securities,
cash or other property, then lawful provision shall be made as part of the terms
of such transaction whereby the holder of each share of Series A Preferred Stock
then outstanding shall have the right thereafter, during the period such share
shall be convertible, to convert such share only into the kind and amount of
securities, cash and other property receivable upon such reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock of the Corporation into which such share of
Series A Preferred Stock might have been converted immediately prior to such
reclassification, consolidation, merger, sale, transfer or share exchange
assuming such holder of Common Stock of the corporation (i) is not a person with
which the Corporation consolidated or into which the Corporation merged or which
merged into the Corporation, to which such sale or transfer was made or a party
to such share exchange, as the case may be ("constituent person"), or an
affiliate of a constituent person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of securities, cast, and other
property receivable upon such reclassification, consolidation, merger, sale,
transfer or share exchange (provided that if the kind or amount of securities,
cash and other property receivable upon such reclassification, consolidation,
merger sale transfer or share exchange is not the same for each share of Common
Stock of the Corporation held immediately prior to such consolidation, merger,
sale or transfer by others than a constituent person or an affiliate thereof and
in respect of which such rights of election shall not have been exercised
("non-electing share"), then the kind and amount of securities, cash and other
property receivable upon such reclassification, consolidation, merger, sale,
transfer or share exchange by each non-electing share shall be deemed to be the
kind and amount so receivable per share by a plurality of the non-electing
shares). The Corporation, the person formed by such consolidation or resulting
from such merger or which acquires such assets or which acquires the
Corporation's shares, as the case maybe, shall make provisions in its
certificate or articles of incorporation or other constituent document to
establish such right. Such certificate or articles of incorporation or other
constituent document shall provide for adjustments which, for events subsequent
to the effective date of such certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The above provisions shall similarly
apply to successive reclassifications, consolidations, mergers, sales, transfers
or share exchanges.

(f)  Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at all
times reserve and keep available, out of its authorized and unissued stock,
solely for the purpose of effecting the conversion of the Series A Preferred
Stock, such number of shares of its Common Stock free of preemptive rights as
shall from time to time be sufficient to effect the conversion of all shares of
Series A Preferred Stock from time to time outstanding. The Corporation shall
from time to time, in accordance with the laws of the State of its
incorporation, increase the authorized number of shares of Common Stock if at
any time the number of shares of Common Stock not outstanding shall not be
sufficient to permit the conversion of all the then outstanding shares of Series
A Preferred Stock.

If any shares of Common Stock required to be reserved for purposes of conversion




                               Exhibit A - Page 8



of the Series A Preferred Stock hereunder require registration with or approval
of any governmental authority under any Federal or State law before such shares
may be issued upon conversion, the Corporation will in good faith and as
expeditiously as possible endeavor to cause such shares to be duly registered or
approved, as the case may be. If the Common Stock is listed on the New York
Stock Exchange or any other national securities exchange, the Corporation will,
if permitted by the rules of such exchange, list and keep listed on such
exchange, upon official notice of issuance, all shares of Common Stock issuable
upon conversion of the Series A Preferred Stock.

The Corporation will pay any and all issue or other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of the
Series A Preferred Stock. The Corporation shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue or
delivery of Common Stock (or other securities or assets) in a name other than
that which the shares of Series A Preferred Stock so converted were registered,
and no such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Corporation the amount of such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

(g)  Prior Notice of Certain defaults. In case:

(i) The Corporation shall (1) declare any dividend (or any other distribution)
on its Common Stock, other than (A) a dividend payable in shares of Common Stock
or (B) a dividend payable in cash out of its retained earnings other than any
special or nonrecurring or other extraordinary dividend or (2) declare or
authorize a redemption or repurchase of in excess of 10% of the then-outstanding
shares of Common Stock; or

(ii) of any reclassification of Common Stock (other than a subdivision or
combination of the outstanding Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value), or of any
consolidation or merger to which the Corporation is a party and for which
approval of any stockholders of the Corporation shall be required, or of the
sale or transfer of all or substantially all of the assets of the Corporation or
of any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or other property; or

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

then the Corporation shall cause to be filed with the transfer agent for the
Series A Preferred Stock, and shall cause to be mailed to the holders of record
of the Series A Preferred Stock, at their last address as they shall appear upon
the stock transfer books of the Corporation, at least 15 days prior to the
applicable record date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption or granting of rights or warrants or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, redemption, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of



                               Exhibit A - Page 9


Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

9.  Voting Rights.

(a)  General. At every meeting of the stockholders or upon any action taken by
stockholders with or without a meeting, every holder of Series A Preferred Stock
shall be entitled to the number of votes in person or by proxy for each share of
Series A Preferred Stock standing in his or her name on the transfer books of
the Corporation as the number of shares of Common Stock into which such Series A
Preferred Stock could be convertible on such date.

(b)  Class Voting Rights. Without the affirmative vote of the holders of at least
a majority of the outstanding shares of the Series A Preferred Stock, voting as
a single class (or, if less than all shares of the Series A Preferred Stock then
outstanding would be adversely affected thereby, without the affirmative vote of
the holders of at least a majority of the outstanding shares of the series so
affected, voting as a separate class), the Corporation may not amend the
Corporation's Articles of Incorporation or these Designations so as to adversely
affect the voting powers or other rights or preferences of shares of the Series
A Preferred Stock.

10.  Registration Rights.

(a)  Definitions. As used in this Section 10:

(i) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing with the Securities and Exchange
Commission (the "SEC") a registration statement pursuant to the Securities Act
of 1933, as amended (the "Act"), and the declaration or order of effectiveness
of such registration statement.

(ii) The term "Registerable Securities" means shares of (A) Common Stock
issuable upon conversion of the Series A Preferred Stock, (B) stock or debt
securities issued in conversion of the Registerable Securities or in lieu of the
Registerable Securities in any reorganization which have not been sold to the
public and (iii) stock issued in respect of the stock referred in (A) and (B) as
a result of a stock split, stock dividend, recapitalization or combination,
which have not been sold to the public.

(iii) The term "Holder" means the present or and future holder of Series A
Preferred Stock

(b)  Incidental Registration

(i) If the Corporation at any time proposes to register any of its securities
under the Act, whether of its own accord or at the demand of any holder of such
securities pursuant to an agreement with respect to the registration thereof
(provided such agreement does not prohibit third parties from including
additional securities in such registration), and if the form of registration



                              Exhibit A - Page 10



statement proposed to be used may be used for the registration of Registerable
Securities, the Corporation will give notice to the Holders not less than 10
days nor more than 30 days prior to the filing of such registration statement of
its intention to proceed with the proposed registration (the "Incidental
Registration"), and, upon written request of the Holder made within ten (10)
days after the receipt of any such notice (which request will specify the
Registerable Securities intended to be disposed of by the Holder and state the
intended method of disposition thereof), the Corporation will use its best
efforts to cause all Registerable Securities of Holder as to which registration
has been requested to be registered under the Act, provided that if such
registration is in connection with an underwritten public offering, Holder's
Registerable Securities to be included in such registration shall be offered
upon the same terms and conditions as apply to any other securities included in
such registration. Notwithstanding anything contained in this Section 10(b) to
the contrary, the Corporation shall have no obligation to cause Registerable
Securities to be registered with respect to any Registerable Securities which
shall be eligible for resale under Rule 144(k) of the Securities Act.

(ii) If an Incidental Registration is a primary registration on behalf of the
Corporation and is in connection with an underwritten public offering, and if
the managing underwriters advise the Corporation in writing that in their
opinion the amount of securities requested to be included in such registration
(whether by the Corporation, the Holder, or other holders of the Corporation's
securities pursuant to any other rights granted by the Corporation to demand
inclusion of any such securities in such registration) exceeds the amount of
such securities which can be successfully sold in such offering, the Corporation
will include in such registration the amount of securities requested to be
included which in the opinion of such underwriters can be sold, in the following
order (A) first, all of the securities the Corporation proposes to sell, and (B)
second, any other securities requested to be included in such registration, pro
rata among the holders thereof on the basis of the amount of such securities
then owned by such holders.

(iii) If an Incidental Registration is a secondary registration on behalf of
holders of securities of the Corporation and is in connection with an
underwritten public offering, and if the managing underwriters advise the
Corporation in writing that in their opinion the amount of securities requested
to be included in such registration (whether by such holders, by the Holder, or
by holders of the Corporation's securities pursuant to any other rights granted
by the Corporation to demand inclusion of securities in such registration)
exceeds the amount of such securities which can be sold in such offering, the
Corporation will include in, such registration the amount of securities
requested to be included which in the opinion of such underwriters can be sold,
in the following order (A) first, all of the securities requested to be included
by holders demanding or requesting such registration, and (B) second, any other
securities requested to be included in such registration, pro rata among the
holders thereof on the basis of the amount of such securities then owned by such
holders.

(c) Registration Procedures. The Corporation will advise the Holder in writing
as to the effective date of the registration and as to the completion thereof.
At its expense the Corporation will:

(i) keep the registration effective for a period of days or until the Holder has
completed the distribution described in the registration statement relating
therein, whichever first occurs; and



                              Exhibit A - Page 11


(ii) furnish such number of prospectuses and any other documents incident
thereto as the Holder from time to time may reasonably request.

(d)  Indemnification.

(i) To the extent permitted by law, the Corporation will indemnify the Holder
against all claims, losses, expenses, damages and liabilities (or actions in
respect thereto) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances in which they were made, or any violation by the
Corporation of any rule or regulation promulgated under the Act or any state
securities law applicable to the Corporation in connection with any such
registration, and will reimburse the Holder for any reasonable legal and any
other expenses incurred in connection with investigating, defending or settling
any such claim, loss, damage, liability or action, provided that the indemnity
contained in this Section shall not apply to amounts paid in settlement of any
such claim, loss, damage, liability or action if such settlement is effected
without the consent of the Corporation (which consent will not be reasonably
withheld) and provided further that the Corporation will not be liable in any
such case to the extent that any such claim, loss, damage or liability arises
out of or is based on any untrue statement or omission based upon written
information furnished to the Corporation by the Holder relating to Holder.

(ii) The Holder will indemnify the Corporation, each of its directors and
officers, each legal counsel and independent accountant of the Corporation, each
person who controls the Corporation within the meaning of the Act, and each of
its officers, directors and partners against all claims, losses, expenses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances in which they were made,
and will reimburse the Corporation, such directors, officers, partners or
persons for any reasonable investigating, defending, or settling any such claim,
loss, damage, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) relating to Holder is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Corporation by such Holder
specifically for use therein; and provided further that the indemnity contained
in this paragraph (d) shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected without
the consent of the Holder (which consent will not be unreasonably withheld).

(iii) Each party entitled to indemnification under this paragraph (d) (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any



                              Exhibit A - Page 12


litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations hereunder, unless such failure resulted in actual detriment to
the Indemnifying Party. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.

(iv) To provide for just and equitable contribution in circumstances under which
the indemnity contemplated by this paragraph (d) is for any reason not available
under the circumstances provided in this paragraph (d) for such indemnity, the
parties entitled to indemnification by the terms thereof shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Corporation, any seller
of Registerable Securities and one or more of the underwriters, except to the
extent that contribution is not permitted under Section 11(f) of the Act. In
determining the amount of contribution to which the respective parties shall be
entitled, there shall be considered the relative benefits received by each party
from the offering of the Registerable Securities (taking into account the
portion of the proceeds of the offering realized by each), the parties, relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission and any other equitable considerations appropriate under the
circumstances. For purposes of this subsection (iv) each person, if any, who
controls an underwriter within the meaning of Section 15 of the Act shall have
the same rights to contribution as such underwriter, and each director and each
officer of the Corporation who signed the registration statement, and each
person, if any, who controls the Corporation or a seller of Registerable
Securities within the meaning of Section 15 of the Act shall have the same
rights to contribution as the Corporation or a seller of Registerable
Securities, as the case may be.

(e)  Information by Holder. The Holder shall promptly furnish to the Corporation
in writing such information regarding the Holder as the Corporation may request
in writing and as shall be required in connection with any registration referred
to herein.

(i)  Rule 144 Reporting. With a view to making available to Holder the benefits
of certain rules and regulations of the SEC which may permit the sale of the
Registerable Securities to the public without registration, the Corporation
agrees at all times during the period commencing on the date hereof and ending
upon the termination of the registration rights of Holder pursuant to paragraph
(h), to:

(i) make and keep public information available, as those terms are understood
and defined in SEC Rule 144(c);

(ii) use its best efforts to file with the SEC in a timely manner all reports
and other documents required of the Corporation under the Securities Exchange
Act of 1934, as amended; and



                              Exhibit A - Page 13


(iii) so long as Holder owns any Registerable Securities, to furnish to each
Holder forthwith upon Holder's request a written statement by the Corporation as
to its compliance with the reporting requirements of said Rule 144, a copy of
the most recent annual or quarterly report of the Corporation, and such other
reports and documents so filed by the Corporation as each Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing Holder
to sell any such securities without registration.

(f)  "Market Standoff" Agreement. Holder agrees that, if requested by the
Corporation and an underwriter of securities of the Corporation, not to sell or
otherwise transfer or dispose of any securities of the Corporation held by
Holder during a period of up to 120 days as agreed to between the Corporation
and the underwriters following the effective date of a registration statement of
the Corporation filed under the Act covering the offer and sale of common stock
or other securities of the Corporation. The Corporation may impose stock
transfer restrictions with respect to the Registerable Securities until the end
of said 120-day period, provided that:

(i) such agreement shall only apply to the first registration statement of the
Corporation including securities to be sold on its behalf to the public in an
underwritten offering; and

(ii) all officers and directors of the Corporation enter into similar
agreements.

Such agreement shall be confirmed in writing in the form satisfactory to the
Corporation and such underwriter. The Corporation may impose stop-transfer
instructions with respect to the securities subject to the foregoing restriction
until the end of said lock-up period.

(g)  Termination of Registration Rights. The registration rights granted pursuant
to this Section 10 shall terminate as to each Holder at such time as all
Registerable Securities of the Holder can, in the opinion of counsel to the
Corporation (which opinion shall be concurred in by counsel to the Holders), be
sold within a given three-month period pursuant to Rule 144 or other applicable
exemption.

(h)  Delay of Registration. No Holder shall have any right to take any action to
restrain, enjoin or otherwise delay any registration as the result of any
controversy that may arise with respect to the interpretation or implementation
of this Section 10.

(i)  Prospectus Requirements. Holder hereby covenants with the Corporation that
he will promptly advise the Corporation of any changes in the information
concerning Holder contained in a registration statement filed hereunder and that
Holder will not make any sale of Registerable Securities pursuant to any
registration statement without complying with the prospectus delivery
requirements of the 1933 Act. Holder acknowledges that occasionally there may be
times when the Corporation must temporarily suspend the use of the prospectus
forming a part of any such registration statement until such time as an
amendment to such registration statement has been filed by the Corporation and
declared effective by the SEC, the relevant prospectus supplemented by the
Corporation or until such time as the Corporation has filed an appropriate
report with the SEC pursuant to the 1934 Act. During any period in which sales
are suspended and upon notice of such suspension from the Corporation, Holder
agrees not to sell any such Registerable Securities pursuant to any such



                              Exhibit A - Page 14



prospectus. Holder covenants that he will not sell Registerable Securities
pursuant to any such prospectus during the period commencing at the time at
which the Corporation gives Holder notice of the suspension of the use of said
prospectus and ending at the time the Corporation gives notice that Holder may
thereafter effect sales pursuant to said prospectus.

(j)  Assignment. The provisions of this Section 10 shall inure to the benefit of
any subsequent transferee or assignee of the Registerable Securities covered by
this Section.

        12. Securities Not Registered Under the Securities Act of 1933. Neither the
shares of Series A Preferred Stock nor the Common Stock and Series A Preferred
Stock issuable upon conversion thereof (prior to the effective date of the
registration statement described in Section 10) has been registered under the
Securities Act of 1933 or the laws of any state of the United States and may not
be transferred without such registration or an exemption from registration.

(a)  Restrictive Legends. Each share of Series A Preferred Stock and certificate
for Common Stock issued upon the conversion of any shares of Series A Preferred
Stock, and each preferred stock certificate issued upon the transfer of any such
shares of Series A Preferred Stock or Common Stock (except as otherwise
permitted by this Section 13), shall be stamped or otherwise imprinted with a
legend in substantially the following form:

"The securities represented hereby have not been registered under the Securities
Act of 1933. Such securities may not be sold or transferred in the absence of
such registration or an exemption therefrom under said Act."

(b)  Notice of Proposed Transfer: Opinions of Counsel. Except as provided in
paragraph (c) of this Section 13, prior to any transfer of any such shares of
Series A Preferred Stock the holder thereof will give written notice to the
Corporation of such holder's intention to effect such transfer and to comply in
all other respects with this Section 13. Each such notice (A) shall describe the
manner and circumstances of the proposed transfer in sufficient detail to enable
counsel to render the opinions referred to below, and (B) shall designate
counsel for the holder giving such notice (who may be house counsel for such
holder). The holder giving such notice will submit a copy thereof to the counsel
designated in such notice and the Corporation will promptly submit a copy
thereof to its counsel, and the following provisions shall apply:

(i) If in the opinion of each such counsel the proposed transfer of such shares
of Series A Preferred Stock may be effected without registration under the Act,
the Corporation will promptly notify the holder thereof and such holder shall
thereupon be entitled to transfer such shares of Series A Preferred Stock in
accordance with the terms of the notice delivered by such holder to the
Corporation. Each share of Series A Preferred Stock or certificate, if any,
issued upon or in connection with such transfer shall bear the appropriate
restrictive legend set forth in paragraph (a) of this Section 13, unless in the
opinion of each such counsel such legend is no longer required to insure
compliance with the Act. If for any reason counsel for the Corporation (after
having been furnished with the information required to be furnished by this
paragraph (b)) shall fail to deliver an opinion of the Corporation, or the
Corporation shall fail to notify such holder thereof as aforesaid, within 20
days after counsel for such holder shall have delivered its opinion to such



                              Exhibit A - Page 15


holder (with a copy to the Corporation), then for all purposes of this Articles
of Designation the opinion of counsel for the Corporation shall be deemed to be
the same as the opinion of counsel for such holder.

(ii) If in the opinion of either or both of such counsel the proposed transfer
of such shares of Series A Preferred Stock may not be effected without
registration under the Act, the Corporation will promptly so notify the holder
thereof and thereafter such holder shall not be entitled to transfer such share
of Series A Preferred Stock until receipt of a further notice from the
Corporation under subparagraph (i) above.

        13. Partial Payments. If at any time the Corporation does not pay amounts
sufficient to redeem all Series A Preferred Stock required to be redeemed by the
Corporation at such time pursuant to Section 7 hereof, then such funds which are
paid shall be applied to redeem such Series A Preferred Stock as the Corporation
may designate by lot.

        14. Status of Acquired Shares. Shares of Series A Preferred Stock redeemed
by the Corporation pursuant to Section 7, received upon conversion pursuant to
Section 8 or otherwise acquired by the Corporation will be restored to the
status of authorized but unissued shares of Preferred Stock, without designation
as to class and may thereafter be issued, but not as shares of Series A
Preferred Stock.

        15. Preemptive Rights. The Series A Preferred is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.

        16. Severability of Provisions. Whenever possible, each provision hereof
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision hereof is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof. If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a period of
time were extended or shortened or a particular percentage were increased or
decreased, then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.


                              Exhibit A - Page 16