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                                   EXHIBIT 4.3

                       FORM OF CERTIFICATE OF DESIGNATION

                            CLASS AAA PREFERRED STOCK


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                           CERTIFICATE OF DESIGNATION
                           (Class AAA Preferred Stock)

         ANDREW CIMERMAN and ROBERT CASHMAN each certify that he is the
President and Secretary, respectively, of HOMELIFE, INC., a Nevada corporation
(hereinafter referred to as the "Corporation" or the "Company"); that, pursuant
to the Corporation's Articles of Incorporation, and Nevada General Corporation
Law, the Board of Directors of the Corporation adopted the following resolutions
as of July 22, 1999; at which point none of the Class AA Preferred Stock had
been issued.

         1.       CREATION AND DESIGNATION OF CLASS AA PREFERRED STOCK. As of
July 22, 1999, the Company created a series of preferred stock consisting of
100,000 shares and designated as the "Class AAA Preferred Stock," having the
voting powers, preferences, relative, participating, optional and other special
rights and the qualifications, limitations and restrictions thereof that are set
forth below. Each share of Class AAA Preferred Stock has a face value of $500.00
per share (the "Face Value").

         2.       CONVERSION. The holders of the Class AAA Preferred Stock
(collectively, "Holders", each a "Holder") shall have conversion rights as
follows:

                  (a)      RIGHT TO CONVERT. Each share of Class AAA Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the third anniversary of the date of issuance of such share, at the office
of the Company or any transfer agent for such stock, into one hundred (100)
shares of the Company's Common Stock.

                  (b)      MECHANICS OF CONVERSION. Before any holder of Class
AAA Preferred Stock shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificate or certificates therefor,
duly endorsed, at the office of the Company or of any transfer agent for the
Class AAA Preferred Stock, and shall give written notice to the Company 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 Company shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Class AAA
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 Class AAA Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date. If the conversion is in connection with an
underwritten offering of securities registered pursuant to the Securities Act of
1933, the conversion may, at the option of any holder tendering Class AAA
Preferred Stock for conversion, be conditioned upon the closing with the
underwriters of the sale of securities pursuant to such offering, in which event
the person(s) entitled to receive the Common Stock upon conversion of the Class
AAA Preferred Stock shall not be deemed to have converted such Class AAA
Preferred Stock until immediately prior to the closing of such sale of
securities.

                  (c)      NOTICES OF RECORD DATE. In the event of any taking by
the Company of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Company
shall mail to each holder of Class AAA Preferred Stock, at least twenty (20)
days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend, distribution or right.

                  (d)      RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Class AAA Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Class AAA Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Class AAA Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Preferred Stock, the Company will take such
corporate action as may, in
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the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite shareholder approval on any necessary
amendment to this Certificate of Designation.

                  (e)      NOTICES. Any notice required by the provisions of
this Section 2 to be given to the Holders of shares of Preferred Stock shall be
deemed given if deposited in the United States mail, postage prepaid, and
addressed to each holder of record at his address appearing on the books of the
Company.

         3.       DIVIDEND PROVISIONS. The Holders of shares of Class AAA
Preferred Stock shall have no preferential right to dividends, but shall be
entitled to receive dividends, if at all, only when and as declared by the Board
of Directors out of any funds at the time legally available therefor. Each share
of Class AAA Preferred Stock shall rank on a parity with each other share of
Class AAA Preferred Stock with respect to dividends.

         4.       LIQUIDATION PREFERENCE.

                  (a)      In the event of any liquidation, dissolution or
winding up of the Company, either voluntary or involuntary, subject to the
rights of series of Preferred Stock that may from time to time come into
existence and subject to the rights, preferences and priorities of the holders
of shares of Class A Preferred Stock, and the holders of Class AA Preferred
Stock, the Holders of Class AAA Preferred Stock shall be entitled to receive,
pari passu among them, but prior and in preference to any distribution of any of
the assets of the Company to the holders of Common Stock by reason of their
ownership thereof, an amount per share equal to the sum of (i) the Face Value
for each outstanding share of Class AAA Preferred Stock and (ii) an amount equal
to any declared but unpaid and accrued dividends on such share. If upon the
occurrence of such event, the assets and funds thus distributed among the
Holders of the Class AAA Preferred Stock shall be insufficient to permit the
payment to such Holders of the full aforesaid preferential amounts, then the
entire assets and funds of the Company legally available for distribution shall
be distributed ratably among the Holders of the Class AAA Preferred Stock in
accordance with the priorities set forth herein and in proportion to the
preferential amount each such holder is otherwise entitled to receive.

                  (b)      After the distributions described in subsection (a)
above have been paid, subject to the rights of series of Preferred Stock which
may from time to time come into existence and subject to the rights, preferences
and priorities of the holders of shares of Class A Preferred Stock and the Class
AA Preferred Stock, the remaining assets of the Company available for
distribution to shareholders shall be distributed among the Holders of Class AAA
Preferred Stock and the holders of Common Stock pro rata based on the number of
shares of Common Stock held by each (as if all such shares of Class AAA
Preferred Stock had been converted to Common Stock).

                  (c)      (i)     For purposes of this Section 4, a
liquidation, dissolution or winding up of the Company shall be deemed to be
occasioned by, or to include, (A) the acquisition of the Company by another
entity by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation, but excluding
any merger affected exclusively for the purpose of changing the domicile of the
Company); or (B) a sale of all or substantially all of the assets of the
Company; UNLESS the Company's shareholders of record as constituted immediately
prior to such acquisition or sale will, immediately after such acquisition or
sale (by virtue of securities issued as consideration for the Company's
acquisition or sale or otherwise) hold at least fifty percent (50%) of the
voting power of the surviving or acquiring entity.

                           (ii)     In any of such events, if the consideration
received by the Company is other than cash, its value will be deemed its fair
market value. Any securities shall be valued as follows:

                                    (A)      Securities not subject to
investment letter or other similar restrictions on free marketability covered by
(B) below:

                                             (1)      If traded on a securities
exchange or through NASDAQ National Market, the value shall be deemed to be the
average of the closing prices of the securities on such exchange over the 30-day
period ending three (3) days prior to the closing;

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                                             (2)      If actively  traded
over-the-counter, the value shall be deemed to be the average of the closing bid
or sale prices (whichever is applicable) over the 30-day period ending three (3)
days prior to the closing; and

                                             (3)      If there is no active
public market, the value shall be the fair market value thereof, as determined
by the Board of Directors.

                                    (B)      The method of valuation of
securities subject to investment letter or other restrictions on free
marketability (other than restrictions arising solely by virtue of a
shareholder's status as an affiliate or former affiliate) shall be to make an
appropriate discount from the market value determined as above in (A) (1), (2)
or (3) to reflect the approximate fair market value thereof, as determined by
the Board of Directors.

                           (iii)    In the event the requirements of this
subsection 4(c) are not complied with, the Company shall forthwith either:

                                    (A)      cause such closing to be postponed
until such time as the requirements of this Section 4 have been complied with;
or

                                    (B)      cancel such transaction, in which
event the rights, preferences and privileges of the Holders of the Class AAA
Preferred Stock shall revert to and be the same as such rights, preferences and
privileges of such series existing immediately prior to the date of the first
notice referred to in subsection 4(c)(iv) hereof.

                           (iv)     The Company shall give each holder of record
of Class AAA Preferred Stock written notice of such impending transaction not
later than twenty (20) days prior to the shareholders' meeting called to approve
such transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such Holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section 4, and the Company shall thereafter give such Holders prompt notice
of any material changes. The transaction shall in no event take place sooner
than twenty (20) days after the Company has given the first notice provided for
herein or sooner than ten (10) days after the Company has given notice of any
material changes provided for herein; provided, however, that such periods may
be shortened upon the written consent of the Holders of Class AAA Preferred
Stock that are entitled to such notice rights or similar notice rights and that
represent at least a majority of the voting power of all then outstanding shares
of such Class AAA Preferred Stock.

         5.       MISCELLANEOUS PROVISIONS. The Class AAA Preferred Shares have
no voting rights and no sinking fund has or will be established to provide for
dividends.

         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designation of Class AAA Preferred Stock to be duly executed by its President
and attested to by its Secretary and has caused its corporate seal to be affixed
hereto, this ____ day of _____________, 1999.





____________________________________        Attest: ____________________________
         Andrew Cimerman                             Robert Cashman
         President                                            Secretary


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