EXHIBIT 4.2


               CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

                                       OF

                            SERIES D PREFERRED STOCK

                                       OF

                                 ZENASCENT, INC.
                               __________________

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
                               ___________________


IT IS HEREBY CERTIFIED that:

     1.  The name of the company is Zenascent, Inc., a Delaware corporation (the
"Company").

     2.  The Certificate of Incorporation of the Company authorizes the issuance
of Twenty Million (20,000,000) shares of common stock, $0.01 par value per share
(the "Common Stock") and Five Million (5,000,000) shares of preferred stock,
$0.01 par value per share (the "Preferred Stock"), and expressly vests in the
Board of Directors of the Company the authority provided therein to issue any or
all of said shares of Preferred Stock in one (1) or more series and by
resolution or resolutions to establish the designation and number and to fix the
relative rights and preferences of each series to be issued.

     3.  The Board of Directors of the Company, pursuant to the authority
expressly vested in it as aforesaid, and pursuant to the provisions of Section
151 of the General Corporation Law of the State of Delaware, has adopted the
following resolution creating a Series D Preferred Stock, which contains the
rights and preferences set forth in this Certificate of Designation:

         RESOLVED, that up to 500,000 shares of the Five Million
     (5,000,000) authorized shares of Preferred Stock shall be designated
     Series D Preferred Stock, $0.01 par value per share, and shall possess
     the rights and preferences set forth in this Certificate of
     Designation.

     Section 1.  Designation and Amount. The shares of such series shall have a
par value of $0.01 per share and shall be designated as Series D Preferred Stock
(the "Series D Preferred Stock") and the number of shares constituting the
Series D Preferred Stock shall be 500,000.

     Section 2.  Rank. The Series D Preferred Stock shall rank: (i) junior to
the Series A Preferred Stock, $0.01 par value per share, of the Company


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(the "Series A Preferred Stock"), the Series B Preferred Stock, $0.01 par
value per share, of the Company (the "Series B Preferred Stock"), the Series C
Preferred Stock, $0.01 par value per share, of the Company (the "Series C
Preferred Stock"), and any other class or series of capital stock of the Company
hereafter created specifically ranking by its terms senior to the Series D
Preferred Stock (the "Senior Securities"); (ii) prior to all of the Common Stock
now or hereafter authorized and issued; (iii) prior to any class or series of
capital stock of the Company hereafter created not specifically ranking by its
terms senior to or on parity with any Series D Preferred Stock of whatever
subdivision (collectively with the Common Stock, the "Junior Securities"); and
(iv) on parity with any class or series of capital stock of the Company
hereafter created specifically ranking by its terms on parity with the Series D
Preferred Stock (the "Parity Securities"), in each case as to the distribution
of assets upon liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary (all such distributions being referred to collectively
as "Distributions").

     Section 3. Dividends. The Series D Stock shall not be entitled to receive
dividends or other distributions from the Company, and no dividends or
distributions shall be payable in respect thereof.

     Section 4.  Liquidation Preference.

                 (a) In the event of any liquidation, dissolution or winding up
of the Company, either voluntarily or involuntarily, the Holders shall be
entitled to receive, immediately after any distributions to Senior Securities
required by the Company's certificate of incorporation, as amended, or any
certificate(s) of designation, and prior in preference to any distribution to
Junior Securities, but on parity with any distribution to the holders of Parity
Securities, an aggregate amount per share equal to the sum of two million four
hundred and thirty thousand dollars $2,430,000 (the "Liquidation Preference").
If upon the occurrence of such event, and after payment in full of the
preferential amounts with respect to the Senior Securities, the assets and funds
available to be distributed among the Holders and the holders of Parity
Securities shall be insufficient to permit the payment of the full preferential
amounts due to the Holders and the holders of the Parity Securities,
respectively, then the entire assets and funds of the Company legally available
for distribution shall be distributed among the Holders and the holders of the
Parity Securities, pro rata, based on the respective liquidation amounts to
which each such series of stock is entitled by the Company's Certificate of
Incorporation, as amended, and any certificate(s) of designation relating
thereto.

                 (b) Upon the completion of the distribution required by Section
4(a), if assets remain in the Company, they shall be distributed to holders of
Junior Securities in accordance with the Company's Certificate of Incorporation,
as amended, and any certificate(s) of designation relating thereto.

                 (c) Each of (i) the sale, conveyance or disposition of all or
substantially all of the assets or Common Stock of the Company; (ii) the
voluntary or involuntary dissolution or winding up of the Company; and (iii) a
merger or consolidation of the Company in which the Company's stockholders do
not retain a majority of the voting power in the surviving entity, shall be
treated as a liquidation, dissolution or winding up of the Company (each, a
"Liquidation Event") within the meaning of Section 4(a).


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                 (d) Prior to the closing of a transaction that will result in a
Liquidation Event, the Company shall send to the Holders at least twenty (20)
days prior written notice of the date when such Liquidation Event shall take
place.

     Section 5.  Redemption. The Holders shall not have any right, at any time
or under any circumstances, to require the Company to redeem any of the Series D
Preferred Stock.

     Section 6.  Conversion of Series D Preferred Stock. The Series D Preferred
Stock shall not be convertible into Common Stock or any other class of security
of the Company.

     Section 7.  Voting Rights. Except to the extent otherwise expressly
provided by the General Corporation Law of the State of Delaware, the Series D
Preferred Stock shall vote together with the Common Stock as a single class, and
each share of Series D Preferred Stock shall entitle the Holder thereof to fifty
(50) votes on all matters to be voted on by the stockholders of the Company.

     Section 8.  Miscellaneous.

                 (a) Amendment and Waiver. No amendment, modification or waiver
will be binding or effective with respect to any provisions of this Certificate
of Designation without the prior written consent or affirmative vote of the
holders of not less than a majority of the Series D Preferred Stock outstanding
at the time such action is taken.

                 (b) Notices. Except as otherwise expressly provided herein, all
notices referred to herein will be in writing and will be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and will be deemed to
have been given when so mailed or sent (i) to the Company, at its principal
executive office, and (ii) to any Holder, at such Holder's address as it appears
in the stock records of the Company (unless otherwise indicated by notice given
to the Company by any such Holder).

     IN WITNESS WHEREOF, the Company has caused this Certificate of Designation
to be executed as of the 16th day of October, 2002.


                                    ZENASCENT, INC.




                                     By:
                                        --------------------------------------
                                          James DiLorenzo, Vice President