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                                    EXHIBIT 2

                           CERTIFICATE OF DESIGNATION
                   OF SERIES B 8% CONVERTIBLE PREFERRED STOCK

         1. Designation. The series of Preferred Stock established by this
resolution shall be designated "Series B 8% Convertible Preferred Stock," of
which 184,615 shares shall be designated having a par value of $1.00 per share.

         2. Preferences, Limitations and Rights of Series B 8% Convertible
Preferred Stock.

                  (A) General. Except as otherwise expressly provided by law,
         shares of Series B 8% Convertible Preferred Stock shall have only the
         preferences and relative rights expressly stated in this Certificate of
         Designation.

                  (B) Dividends.

                           (1) Amount; Time. Each share of Series B 8%
                  Convertible Preferred Stock at the time outstanding shall be
                  entitled to receive, when and as declared by the Board of
                  Directors, out of any funds legally available therefor,
                  dividends at the rate of 8% of the initial liquidation value
                  or $16.25 for each share per annum and no more.

                           (2) Cumulativity. Dividends payable in respect of
                  Series B 8% Convertible Preferred Stock shall accrue from day
                  to day, whether or not earned or declared and shall be
                  cumulative. Accumulation of dividends on the Series B 8%
                  Convertible Preferred Stock shall not bear interest.

                           (3) Priority Over Common Stock; Restriction an
                  Purchases of Common Stock. No dividend shall be declared or
                  paid on the Corporation's Common Stock ("Common Stock"),
                  unless any dividends on outstanding Series B 8% Convertible
                  Preferred Stock for the current dividend period shall have
                  been declared and paid. No Common stock shall be purchased for
                  cash or tangible assets by the Corporation so long as any
                  Series B 8% Convertible Preferred Stock remains outstanding.

                  (C) Liquidation Preference. In the event or dissolution,
         liquidation, or winding up of the Corporation (whether voluntary or
         involuntary), after payment or provision for payment of debts and after
         the payment to of the Liquidation Preference owing to the holders of
         the Corporation's Series A 8% Convertible Preferred Stock, but before
         any distribution to the holders of Common Stock, the holders of Series
         B Convertible Preferred Stock then outstanding shall be entitled to
         receive $16.25 per share, and an amount per share equal to cumulated
         but unpaid dividends in respect of such shares of Series B 8%
         Convertible Preferred Stock, and no more. All remaining assets shall be
         distributed pro rata among the holders of Common Stock. If the assets
         distributable among the holders or Series B 8% Convertible Preferred
         Stock are insufficient to permit full payment to them, the entire
         remaining assets (after the payment of or provision for payment of
         debts and after the payment to of the Liquidation Preference owing to
         the holders of the Corporation's Series A 8% Convertible Preferred
         Stock) shall be distributed among the holders of the Series B 8%
         Convertible Preferred Stock. Neither the consolidation, merger, or
         reorganization of the


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         Corporation with any other corporation or corporations, nor the
         purchase or redemption by the Corporation of any of its outstanding
         shares shall be deemed to be dissolution, liquidation, or winding up
         within the meaning of this paragraph.

                  (D) Redemption at Option of Corporation.

                           (1) Right; Method. All of the Series B Convertible
                   Preferred Stock may be redeemed at or following the first
                   anniversary of the issuance of any such Series B Convertible
                   Preferred Stock at the option of the Corporation, by
                   resolution of the Board of Directors, provided that (i) the
                   Thirty Day Average Stock Transaction Price or the
                   Corporation's Common Stock shall equal or exceed $5.00 for
                   the Thirty Day Trading Period immediately preceding the
                   sending of notice of redemption as provided below, and (ii)
                   to the extent that any such redemption may occur during the
                   three year period following the issuance of such Series B
                   Convertible Preferred Stock, during such Thirty Day Trading
                   Period, the Corporation's Common Stock is listed on the
                   NASDAQ Stock Market, the NASDAQ Small Cap quotation system,
                   the American Stock Exchange or any successor to such trading
                   exchanges. The "Thirty Day Average Stock Transaction Price"
                   shall mean the average price, without regard to volume, of
                   the last reported trade or the Corporation's Common Stock on
                   any nationally recognized exchange or trading system such as
                   the NASDAQ Electronic Bulletin Board or the inter-broker
                   trading system commonly known as the "pink sheets." The
                   "Thirty Day Trading Period" shall mean the period which
                   consists of thirty consecutive days, whether or not any
                   shares of Common Stock of the Corporation are actually traded
                   in each of such days, when the exchanges or trading systems
                   in which the Corporation's Common Stock is trading are open,
                   without regard to weekends, holidays or other days when such
                   exchanges or trading systems are closed.

                           (2) Notice. Notice shall be in writing and given to
                  the holders of shares to be redeemed, either personally or by
                  mail, not less than sixty nor more than ninety days before the
                  date fixed for redemption.

                  (E) Manner of Payment Upon Any Redemption.

                           (1) Payment. Holders of redeemed shares shall be paid
                  in cash an amount equal to $16.25 plus cumulated but unpaid
                  dividends, and no more.

                           (2) Provision for Payment. On or before the date
                  fixed for redemption, the Corporation may provide for payment
                  of a sum sufficient to redeem the shares called for redemption
                  either (a) by setting aside the sum, separate from its other
                  funds, in trust for the benefit of the holders or the shares
                  to be redeemed, or (b) by depositing such sum in a bank or
                  trust company (either one in Texas having capital and surplus
                  or at least $20,000,000 according to its latest statement of
                  condition, or one anywhere in the United States duly appointed
                  and acting as transfer agent of the Corporation) as a trust
                  fund, with irrevocable instructions and authority to the bank
                  or trust company to give or complete the notice of redemption
                  and to pay to the holders of the shares to be redeemed, on or
                  after the date fixed for redemption, the redemption price on
                  surrender of their respective share certificates. The holders
                  of shares to be


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                  redeemed may be evidenced by a list certified by the
                  Corporation (by its president or a vice president and by its
                  secretary or an assistance secretary) or by its transfer
                  agent. If the Corporation so provides for payment, then from
                  and after the date fixed for redemption (a) the shares shall
                  be deemed to be redeemed, (b) such setting aside or deposit
                  shall be deemed to constitute full payment for the shares,
                  (c) the shares shall no longer be deemed to be outstanding,
                  (d) the holders thereof shall cease to be shareholders with
                  respect to such shares, and (e) the holders shall have no
                  rights with respect thereto except the right to receive
                  (without interest) their proportionate shares of the funds so
                  set aside or deposited upon surrender of their respective
                  certificates. Any interest accrued on funds so set aside or
                  deposited shall belong to the Corporation. If the holders of
                  the shares do not, within six years after such deposit, claim
                  any amount so deposited for redemption thereof, the bank or
                  trust company shall upon demand pay over to the Corporation
                  the balance of the funds so deposited, and the bank or trust
                  company shall thereupon be relieved of all responsibility to
                  such holders. If fewer than all outstanding shares of Series B
                  Convertible Preferred Stock are to be redeemed, the
                  Corporation shall determine which shares shall be redeemed by
                  lot, pro rata, or other methods determined to be appropriate
                  by the Corporation.

                  (F) Status of Redeemed Shares. Shares of Series B 8%
         Convertible Preferred Stock which are redeemed shall be canceled and
         shall be restored to the status of authorized but unissued shares.

                  (G) Purchase. Except as specified in Section 2(B)(3) of this
         Designation, nothing herein shall limit the right of the Corporation to
         purchase any of its outstanding shares in accordance with law, by
         public or private transaction.

                  (H) Voting. Each share of Series B 8% Convertible Preferred
         Stock shall have the same voting rights as the shares of the
         Corporation's Common Stock into which it may be converted.

                  (I) Rights of Conversion. The holders of Series B 8%
         Convertible Preferred Stock shall have the conversion rights as
         follows:

                  (1) Right to Convert.

                           (i) Initial Rights. Each share of Series B 8%
                  Convertible Preferred Stock shall be convertible, at the
                  option of the holder thereof, at any time after the date of
                  issuance of such share and prior to the close of business on
                  any date fixed for redemption which applies to such share, at
                  the office of the Corporation or any transfer agent for the
                  Series B 8% Convertible Preferred Stock, into five shares of
                  Common Stock in respect of each share of Series B 8%
                  Convertible Preferred Stock and one share of Common Stock for
                  each $1.625 of due but unpaid dividends on such share of
                  Series B 8% Convertible Preferred Stock converted; provided,
                  however, that the number of shares of Common Stock into which
                  each share of Series B 8% Convertible Preferred Stock may be
                  converted shall be subject to adjustment as follows:


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                           (ii) Rights at Three Years. If, at the third
                  anniversary of the date of issuance of any Series B 8%
                  Convertible Preferred Stock, the Thirty Day Average Stock
                  Transaction Price of Common Stock during the immediately
                  preceding Thirty Day Trading Period (the "Three Year
                  Conversion Price") is below $3.25, the number of shares of
                  Common Stock to be received upon conversion of each share of
                  Series B 8% Convertible Preferred Stock shall be determined by
                  dividing the sum of $16.25 by the Three Year Conversion price,
                  and to the extent of any due but unpaid dividends on shares of
                  Series B 8% Convertible Preferred Stock converted, the amount
                  of such due but unpaid dividends shall likewise be convertible
                  into Common Stock at a rate of $1.625 or the amount of the
                  Three Year Conversion price, whichever is lesser, for each
                  share of Common Stock (the "Three Year Conversion Rate"). The
                  Three Year Conversion Rate shall remain in effect thereafter
                  unless adjusted at the 7th anniversary date of the issuance of
                  any Series B 8% Convertible Preferred Stock.

                           (iii) Rights at Seven Years. If, at the seventh
                  anniversary of the date of issuance of any Series B 8%
                  Convertible Preferred Stock, the Thirty Day Average Stock
                  Transaction Price of Common Stock during the immediately
                  preceding Thirty Day Trading Period (the "Seven Year
                  Conversion Price") is below the Three Year Conversion price,
                  the number of shares of Common Stock to be received upon
                  conversion of each share of Series B 8% Convertible Preferred
                  Stock shall be determined by dividing the sum of $16.25 by the
                  Seven Year Conversion price, and to the extent of any due but
                  unpaid dividends on shares of Series B 8% Convertible
                  Preferred Stock converted, the amount of such due but unpaid
                  dividends shall likewise be convertible into Common Stock at a
                  rate of $1.625 or the amount of the Seven Year Conversion
                  price, whichever is lesser, for each share of Common Stock
                  (the "Seven Year Conversion Rate"). The Seven Year Conversion
                  Rate shall remain in effect at all times from and after the
                  seventh anniversary date of the issuance of any Series B 8%
                  Convertible Preferred Stock.

                           (iv) Conversion After Redemption Notice. In the event
                  of a call for redemption of any shares of Series B 8%
                  Convertible Preferred Stock, the conversion rights shall
                  terminate as to the shares designated for redemption at the
                  close of business on the date fixed for redemption, unless
                  default is made in payment of the redemption price.

                  (2) Mechanics or Conversion. Before any holder of Series B 8%
         Convertible Preferred stock shall be entitled to convert the same into
         shares of Common Stock, he shall surrender the certificate or
         certificates therefor, duly endorsed, at the office of the Corporation
         or of any transfer agent for the Series B 8% Convertible Preferred
         Stock, and shall give written notice by mail, postage prepaid, to the
         Corporation at its principal corporate office, of the election to
         convert the same and shall state therein the name or names in which the
         certificate or certificates for shares of Common Stock are to be
         issued. The Corporation shall, as soon as practicable thereafter, issue
         and deliver at such office to such holder of Series B 8% Convertible
         Preferred Stock, or to the nominee or nominees of such holder, a
         certificate or certificates for the number of shares of Common Stock to
         which such holder shall be entitled as aforesaid. Such conversion shall
         be deemed to have been made immediately prior to the close of business
         on the date of such surrender of the shares of Series


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         B 8% Convertible Preferred Stock to be converted, and the person or
         persons entitled to receive the shares of Common Stock issuable upon
         such conversions shall be treated for all purposes as the record holder
         or holders of such shares of Common Stock as of such date.

                  (3) Adjustments in the Average Stock Transaction Price
         Thresholds and in the Number of Shares Issuable Upon Conversion. The
         Average Stock Transaction Price thresholds referred to in Section 2D,
         and 2I (the "Price Thresholds") and the number of shares of Common
         Stock issuable upon the conversion of Series B 8% Convertible Preferred
         Stock shall be subject to adjustments from time to time as follows:

                           (i) In the event the Corporation should at any time
                  or from time to time fix a record date for the effectuation of
                  a split or subdivision of the outstanding shares of Common
                  Stock the determination of holders of Common stock entitled to
                  receive a dividend or other distribution payable in additional
                  shares of Common Stock or other securities or rights
                  convertible into, or entitling the holder thereof to receive
                  directly or indirectly, additional shares of Common Stock
                  (hereinafter referred to as "Stock Equivalents") without
                  payment of any consideration by such holder for the additional
                  shares of Common Stock or the Stock Equivalents (including the
                  additional shares of Common Stock issuable upon conversion or
                  exercise thereof), then, as of such record date (or the date
                  of such dividend distribution, split or subdivision if no
                  record date is fixed), the shares of Common Stock into which
                  the Series B 8% Convertible Preferred Stock may be converted
                  shall include any such Stock Equivalents which may be issued
                  from time to time to the same effect as if the Series B 8%
                  Convertible Preferred Stock had been converted into shares of
                  Common Stock on the date of its issuance. Likewise, the Price
                  Thresholds shall as of such record date, apply to the Common
                  Stock plus the Stock Equivalents issued in respect of such
                  Common Stock on such record date.

                           (ii) If the number of shares of Common Stock
                  outstanding at any time is decreased by a combination of the
                  outstanding shares of Common Stock, then, following the record
                  date of such combination, the conversion ratio for the Series
                  B 8% Convertible Preferred Stock shall be appropriately
                  adjusted so that the number of shares of Series B 8%
                  Convertible Preferred Stock surrendered on conversion for each
                  five shares of Common Stock to be issued shall be increased in
                  proportion to such decrease in outstanding shares of Common
                  Stock. Likewise, the Price Thresholds shall be increased in
                  proportion to such decrease in outstanding shares of Common
                  Stock.

                           (iii) In the case of any reorganization or the
                  Corporation or consolidation of the Corporation with or any
                  merger of the Corporation with or into another entity or in
                  case of any sale or transfer to another entity of the property
                  of the Corporation as an entirety or substantially as an
                  entirety, the corporation or other entity resulting from such
                  reorganization, or consolidation or surviving such merger or
                  to which such sale or transfer shall be made, as the case may
                  be, shall make suitable provisions so that the Series B 8%
                  Convertible Preferred Stock shall thereafter be convertible
                  into the kind and amount of shares of common stock or other
                  securities or property receivable upon such reorganization,
                  consolidation, merger, sale or transfer by the holder of the
                  number of shares of Common Stock into which such shares of
                  Series


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                  B 8% Convertible preferred Stock might have been converted
                  immediately prior to such consolidation, merger, sale or
                  transfer.

                  Likewise, the Price Thresholds shall apply to the shares of
                  common stock or other securities or property receivable upon
                  such reorganization, merger, consolidation, sale or transfer,
                  as appropriately adjusted to reflect the amount of common
                  stock or other securities or property received by a holder of
                  one share of Common Stock upon such reorganization, merger,
                  consolidation, transfer or sale. The provisions of this
                  subparagraph (iii) shall similarly apply to successive
                  reorganizations, consolidations, mergers, sales or transfers.

                           (iv) In the event that the Corporation effects a
                  split, subdivision of its Common Stock, or in the event that
                  the number of shares of its Common Stock is decreased by a
                  combination of the outstanding shares of Common Stock, the
                  Price Thresholds shall be appropriately adjusted so that the
                  Price Thresholds are raised or decreased in proportion to the
                  number of outstanding shares of the Corporation's Common Stock
                  resulting from such split, subdivision or combination as
                  compared to the number of shares of Common Stock outstanding
                  immediately prior to such split, subdivision or combination.

                  3. No Senior Capital Stock Authorized as to Dividend Priority
or Liquidation. The Corporation shall not authorize or issue, or obligate itself
to authorize or issue, any other equity security senior to the Series B 8%
Convertible Preferred Stock as to priority of payment of dividends or
liquidation preference.



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