RESTATED CERTIFICATE OF INCORPORATION

Exhibit 10(ii)





RESOLVED: That Article Fourth of the Restated Certificate of

Incorporation of the corporation, as amended, be amended to include the

rights and designation of the Series C Convertible Preferred Stock by

adding to Article Fourth thereof a new subsection F as follows:



F. SERIES C PREFERRED STOCK



1. Designation. There is hereby created a series of the Preferred Stock consisting of 50,000 shares having the designation, voting powers, preferences, relative, participating, optional and other special rights and the qualifications, limitations and restrictions thereof as are set forth in this Paragraph F. This series is designated "Series C Convertible Preferred Stock" (hereinafter called "Series C Stock").



2. Cash Dividend.



(a) The record holders of the outstanding shares of Series C Stock ("Series C Holders") shall be entitled to receive noncumulative cash dividends when and as declared by the Board of Directors, provided that no such dividend shall be declared unless an equivalent, ratable dividend is also declared with respect to the outstanding shares of Series B Stock.



(b) In addition to any dividends declared in accordance with the preceding subparagraph (a), the holders of Series C Stock shall be entitled to receive dividends at the rate of 8% per annum of the initial purchase price of $100 per share, cumulative from the issuance date, but not to exceed 47% in the aggregate, provided that such dividends shall be payable only upon a Liquidation Event (as defined herein), and provided further that any such dividend payment shall be coupled with an equivalent, ratable dividend to the holders of Series B Stock calculated upon the initial purchase price of the Series B Stock of $1,000 per share. Payment of dividends pursuant to this subparagraph (b) shall be made in full prior to the payment of dividends on Common Stock.



(c) Upon the payment or setting apart for payment of any dividends upon the outstanding shares of Series C Stock and Series B Stock, the Board of Directors may declare and pay dividends upon the Common Stock up to an amount with respect to each share of Common Stock equal to the amount paid or set aside for payment with respect to each share of Series C Stock and Series B Stock divided, in each case, by the number of shares of Common Stock into which each such share of Series C Stock or Series B Stock shall then be convertible.



3. Redemption. The Series C Stock may not be redeemed, in whole or in part



4. Liquidation.



(a) In the event of a Liquidation Event, any amount paid or payable to the Series C Holders shall rank, in right of payment, pari passu with





any and all amounts then payable by reason of such Liquidation Event to the holders of Series B Stock and any declared but unpaid dividends on the Series B Stock and senior to all other classes of stock.



(b) Subject to the preceding subparagraph (a), in the event of any Liquidation Event, the Series C Holders shall be entitled to be paid an amount equal to One Hundred Dollars ($100.00) per share plus all dividends thereon accrued and remaining unpaid up to the date of such Liquidation Event whether or not at such times the corporation shall have surplus available for the payment of dividends.



(c) In the event of any Liquidation Event, the Series C Holders shall not participate further in any liquidating distributions to holders of Common Stock, but shall be given not less than 20 business days' prior written notice of any Liquidation Event in order to decide whether to convert their shares prior to the Liquidation Event.



(d) A merger, consolidation, dissolution, winding up or sale of all or substantially all of the assets of the Corporation, whether voluntary or involuntary, shall be deemed to be a liquidation event ("Liquidation Event") unless (a) in the case of a merger, the Corporation is the surviving entity or (b) the holders of at least 75% of the combined Series C Stock and Series B Stock determine that such action should not be deemed a Liquidation Event.



5. Conversion.



(a) Right to Convert and Conversion Rate. At the option of each holder of Series C Stock, such holder's holdings of Series C Stock shall be convertible into shares of Common Stock at any time and from time to time and cash in lieu of fractional shares upon the following terms and conditions:



(i) Each share of Series C Stock shall be convertible from and after the date of its issuance at the office of any Transfer Agent for the Series C Stock (or such other place as may be designated by the corporation) into fu ...