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                                                                    Exhibit 10.3

           CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES AND
              RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL
       RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER
                         DISTINGUISHING CHARACTERISTICS
                                     OF THE

                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                           NATIONAL AUTO CREDIT, INC.



The undersigned hereby certify that:

1. The name of the corporation is National Auto Credit, Inc. (hereinafter
referred to as the "Corporation"), a corporation organized and existing under
the laws of the State of Delaware.

2. The certificate of incorporation of the Corporation, as amended, authorizes
the issuance of two million shares of Preferred Stock, par value $.05 per share,
and expressly vests in the Board of Directors of the Corporation the authority
provided therein to issue any or all of said shares as a class without series,
or if so determined from time to time by the board of directors, either in whole
or in part in one or more series, each series to be expressly designated by
distinguishing number, letter, or title prior to the issuance thereof; and to
designate the number, rights, preferences, privileges and other special rights
and the qualifications, limitations, restrictions, and other distinguishing
characteristics thereof.

3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid and pursuant to the provisions of the
Delaware General Corporation Law, has adopted the following resolutions creating
a Series "A" issue of Preferred Stock:

         WHEREAS, Article FOURTH of the certificate of incorporation, as amended
         (the "Certificate of Incorporation"), authorizes the Corporation to
         issue up to 2,000,000 shares of Preferred Stock as a class without
         series, or if so determined from time to time by the Board of
         Directors, either in whole or in part in one or more series, each
         series to be expressly designated by distinguishing number, letter, or
         title prior to the issuance thereof.

         WHEREAS, the Board of Directors is authorized by the Certificate of
         Incorporation, to designate the number, rights, preferences, privileges
         and other special rights and the qualifications, limitations,
         restrictions, and other distinguishing characteristics of one or more
         series of Preferred Stock;

         WHEREAS, no series of such preferred stock has been previously
         designated, and the Corporation now wishes to designate one hundred
         (100) of such shares of Preferred Stock to be Series A Convertible
         Preferred Stock; and to designate the



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         number, rights, preferences, privileges and other special rights and
         the qualifications, limitations, restrictions, and other distinguishing
         characteristics of the same;

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
         fixes and determines the designation and the number of shares
         constituting, and the rights, preferences, privileges and other special
         rights and the qualifications, limitations, restrictions, and other
         distinguishing characteristics of a new series of Preferred Stock, as
         follows:

         1. DESIGNATION. The series of preferred stock provided for by this
         resolution shall be designated "Series A Convertible Preferred Stock"
         (hereinafter referred to as the "Series A Preferred Stock").

         2. AUTHORIZATION. The number of shares constituting the Series A
         Preferred Stock shall be one hundred (100) shares having a par value of
         $0.05 per share. Such number may not be increased or decreased without
         the vote or consent of the holders of a majority of the shares of
         Series A Preferred stock then outstanding.

         3. DIVIDENDS. The holders of the Series A Preferred Stock shall be
         entitled to receive such dividends as may be declared and paid from
         time to time by the Board of Directors of the Corporation, prior to and
         in preference to the holders of Common Stock. For purposes solely of
         the Series A Preferred Stock's entitlement to dividends, a share of
         Series A Preferred Stock shall be treated as equivalent to a share of
         the Corporation's Common Stock, subject to adjustment pursuant to
         Section 5 hereof, so that the Board of Directors shall not declare or
         pay any dividends on the Common Stock unless it shall have declared and
         paid prior thereto an equivalent dividend (as adjusted pursuant to
         Section 5 hereof).

         4. CONVERSION RIGHTS.

                  (a)      At any time, at the option of the holder, and subject
                           to the antidilution provisions set forth in Section
                           5, each share of outstanding Series A Preferred Stock
                           may be converted into one share of the Corporation's
                           Common Stock. To exercise this conversion right, the
                           holder shall deliver written notice to the
                           Corporation stating the number shares of Series A
                           Preferred Stock which it intends to convert, along
                           with the certificate or certificates representing the
                           whole number of shares Series A Preferred Stock which
                           the holder intends to so convert into Common Stock.

                  (b)      Promptly after the surrender of Series A Preferred
                           Stock by the holder under Section 4 (a) hereof, and
                           receipt thereof by the Corporation, the Corporation
                           shall issue and deliver, or cause to be issued and
                           delivered, to the holder a certificate or
                           certificates for


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                           the number of whole shares of Common Stock issuable
                           upon the conversion of such Series A Preferred Stock.
                           The date of the issuance of such Common Stock shall
                           be the "Conversion Date." No fractional shares shall
                           be issued upon conversion of the Series A Preferred
                           Stock into shares of Common Stock; the number of
                           shares of Common Stock issued upon conversion of the
                           Series A Preferred Stock shall be rounded to the
                           nearest whole number of shares. To the extent
                           permitted by law, the conversion shall be deemed to
                           have been effected as of the close of business on the
                           Conversion Date (or on the next preceding business
                           day if the Conversion Date is not a business day) and
                           at that time the rights of the holder of Series A
                           Preferred Stock, as such holder, shall cease, and the
                           holder of the Series A Preferred Stock shall become
                           the holder of record of shares of Common Stock and
                           shall solely be entitled to the rights and
                           preferences of the holders of shares of Common Stock.

                  (c)      Notwithstanding anything herein to the contrary, on
                           any liquidation of the Corporation, the right of
                           conversion of the Series A Preferred Stock shall
                           terminate at the close of business on the last full
                           business day before the date fixed for payment of the
                           amount distributable on the Series A Preferred Stock.

         5. ANTIDILUTION RIGHTS. The Conversion Price and the number of shares
         issuable upon conversion shall be subject to adjustment as follows:

                  (a)      In case the Corporation shall (i) declare a dividend
                           on its Common Stock payable in shares of its Common
                           Stock, (ii) subdivide its outstanding shares of
                           Common Stock, into a greater number of shares, (iii)
                           combine its outstanding shares of Common Stock into a
                           smaller number of shares, or (iv) issue any shares of
                           its capital stock by reclassification of the Common
                           Stock (including any such reclassification in
                           connection with a consolidation or merger in which
                           the Corporation is the continuing corporation), then,
                           and in each case, the Conversion Price in effect at
                           the time of the record date for such dividend or of
                           the effective date of such subdivision, combination
                           or reclassification shall be proportionately adjusted
                           so that the holder of any shares of the Series A
                           Preferred Stock surrendered for conversion after such
                           time shall be entitled to receive the kind and amount
                           of shares such holder would have owned or have been
                           entitled to receive had such shares of the Series A
                           Preferred Stock been converted immediately prior to
                           the time of such dividend, subdivision, combination,
                           or reclassification. Such adjustment shall be made
                           successively whenever any event listed above shall
                           occur.



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                  (b)      In case of any consolidation or merger of the
                           Corporation with or into any other corporation (other
                           than a consolidation or merger in which the
                           Corporation is the surviving or continuing
                           corporation), or in case of any sale or transfer of
                           all or substantially all of the assets of the
                           Corporation, the holder of each share of the Series A
                           Preferred Stock, shall have after such
                           reorganization, classification, consolidation,
                           merger, sale or transfer, the right to convert such
                           share of the Series A Preferred Stock solely into (or
                           redeem such share for, out of funds legally available
                           for the purpose, as the case may be) the kind and
                           amount of shares of stock and other securities and
                           property including cash) which such holder would have
                           been entitled to receive had such share of Series A
                           Preferred Stock been converted immediately prior to
                           such consolidation, merger, sale or transfer.

                  (c)      In case the Corporation shall distribute to holders
                           of its Common Stock shares of its capital stock
                           (other than Common Stock), stock or other securities
                           of other persons, evidences of indebtedness issued by
                           the corporation or other persons, assets (excluding
                           cash dividends) or options or rights (excluding
                           options to purchase and rights to subscribe for
                           Common Stock or other securities of the corporation
                           convertible into or exchangeable for Common Stock),
                           then, in each such case, the holders of the Series A
                           Preferred Stock shall, from and after the
                           distributions of holders of Common Stock, be entitled
                           upon conversion to receive the number and kind of
                           securities such holder would have received if such
                           holder's shares had been converted immediately prior
                           to the record date for determining holders of Common
                           Stock entitled to such distribution.

                  (d)      Whenever there is an adjustment in the Conversion
                           Price and/or the number or kind of securities
                           issuable upon conversion of the Series A Preferred
                           Stock, as provided herein, the Corporation shall
                           promptly file in the custody of its Secretary, a
                           certificate signed by an officer of the Corporation,
                           showing in detail the facts requiring such
                           adjustment, the number and kind of securities
                           issuable upon conversion of Series A Preferred Stock
                           upon such adjustment, and the Conversion Price; and
                           notice of such adjustment along with a duplicate
                           officer's certificate shall be sent by registered
                           mail, postage paid, to each holder at its address as
                           it shall appear in the Corporation's Stock Register.

                  (e)      The Corporation will not through any reorganization,
                           recapitalization, transfer of assets, consolidation,
                           merger,



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                           dissolution, issue or sale of securities or any other
                           voluntary action, avoid or modify or seek to avoid or
                           modify the observance or performance of any of the
                           terms to be observed or performed hereunder by the
                           corporation, but will at all times in good faith
                           assist in the carrying out of all the provisions of
                           this Agreement and in the taking of all such action
                           as may be necessary or appropriate in order to
                           protect the conversion rights of the holders of
                           Series A Preferred Stock against impairment.

         6. SHARES RESERVED FOR ISSUANCE. The Corporation shall at all times
         reserve and keep available and free of preemptive rights out of its
         authorized but unissued Common Stock, solely for the purpose of
         effecting the conversion of the Series A Preferred Stock, such number
         of shares of Common Stock (or such other shares or securities as may be
         required) as shall from time to time be sufficient to effect the
         conversion of all outstanding Series A Preferred Stock, and if at any
         time the number of authorized but unissued shares of Common Stock (or
         any such other shares or other securities) shall not be sufficient to
         effect the conversion of all then outstanding Series A Preferred Stock,
         the Corporation shall take such action as may be necessary to increase
         the authorized but unissued shares of Common Stock (or other shares or
         other securities) to such number of shares as shall be sufficient for
         such purposes.

         7. VOTING RIGHTS.

                  (a)      Except as otherwise provided in this Section 7, the
                           shares of Series A Preferred Stock shall vote as a
                           single class with the shares of Common Stock; and
                           each share of Series A Preferred Stock shall have as
                           many votes as the number of shares of Common Stock
                           into which it is convertible as of the record date
                           relating to a given vote, provided that, to the
                           extent required by law or by the Corporation's
                           Certificate of Incorporation, in the case of the
                           election of directors, holders of Series A Preferred
                           Stock shall be entitled to one vote per share of
                           Series A Preferred Stock without regard to the number
                           or kind shares into which such shares shall then be
                           convertible.

                  (b)      So long as any shares of Series A Preferred Stock are
                           outstanding, each share of Series A Preferred Stock
                           shall be entitled to vote, or to submit a consent,
                           together with the Common Stock of the Corporation,
                           voting together as a single class, upon any matter as
                           to which the Common Stock is entitled to vote or
                           consent as a class under the Corporation's
                           Certificate of Incorporation or under Delaware law.
                           Such consent or vote may be given in person or by
                           proxy, either in writing without a meeting, or by
                           vote at any meeting called for the purpose of
                           obtaining such vote.



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                  (c)      In addition to the voting rights provided by Sections
                           7(a) and (b) above, so long as any shares of Series A
                           Preferred Stock are outstanding, (i) no amendment to
                           the Certificate of Incorporation (except for the
                           designation of one or more series of Preferred Stock
                           pursuant to Article FOURTH of the Certificate of
                           Incorporation, which shall not require the approval
                           of the Series A Preferred Stock if a series so
                           designated does not rank prior to the Series A
                           Preferred Stock with respect to dividends or on
                           liquidation) and no amendment to the Bylaws of the
                           Corporation by the stockholders of the Corporation
                           may be effected without the prior vote or written
                           consent of a majority of those shares of Series A
                           Preferred Stock outstanding voting as a class and
                           (ii) to the extent (if any) permitted by law no
                           director may be removed from the Board of Directors
                           of the Corporation without the prior vote or written
                           consent of a majority of those shares of Series A
                           Preferred Stock outstanding, voting as a class. Such
                           consent or vote may be given in person or by proxy,
                           either in writing without a meeting, or by vote at
                           any meeting called for the purpose of obtaining such
                           vote. Each share of Series A Preferred Stock shall,
                           in either such event, be entitled to a single vote or
                           consent.

         8. REDEMPTION RIGHTS. Neither the Corporation nor the holders of Series
         A Preferred Stock shall have any redemption rights with respect to the
         Series A Preferred Stock, except and to the extent that an adjustment
         in the conversion rate made pursuant to Section 5 shall require that
         the Series A Preferred Stock is convertible (in whole or in part) into
         cash.

         9. LIQUIDATION, DISSOLUTION AND WINDING UP.

                  (a)      In the event of any liquidation, dissolution or
                           winding up of the Corporation, whether voluntary or
                           involuntary, each holder of Series A Preferred Stock
                           shall have the right to receive a distribution of
                           assets of the Corporation equal to $1.50 per share
                           from any of the Corporation's assets then available
                           for distribution (i) pari passu with the holders of
                           any other Series of Preferred Stock and (ii) before
                           any distribution in connection with the liquidation,
                           dissolution and winding up is made to the holders of
                           Common Stock, all, in accordance with the Delaware
                           General Corporation Law. If the assets of the
                           Corporation are not sufficient to pay in full the
                           liquidation payments payable to the holders of the
                           Series A Preferred Stock, then the holders of such
                           shares shall share ratably in such distribution of
                           assets (i) pari passu with the holders of any other
                           series of Preferred Stock and (ii) before any
                           distributions in connection with the liquidation,
                           dissolution, and



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                           winding up is made to the holders of Common Stock,
                           all, in accordance with the Delaware General
                           Corporation Law.

                  (b)      Whenever the distribution provided for in this
                           Section 9 shall be payable in property other than
                           cash, the value of such distribution shall be the
                           fair market value of such property as determined in
                           good faith by not less than a majority of the
                           directors then serving on the Board of Directors of
                           the Corporation. A reorganization of the Corporation,
                           or a consolidation or merger of the Corporation with
                           or into another corporation or entity or a sale of or
                           other disposition of all or substantially all of the
                           assets of the Corporation, shall not be treated as a
                           liquidation, dissolution or winding up of the
                           Corporation within the meaning of this Section 9.

         FURTHER RESOLVED, that the statements contained in the foregoing
         resolutions creating and designating the number, powers, preferences
         and relative, optional, participating, and other special rights and the
         qualifications, limitations, restrictions, and other distinguishing
         characteristics thereof shall, upon the effective date of such series,
         be deemed to be included in and be a part of the Certificate of
         Incorporation of the Corporation pursuant to the provisions of Section
         104 and 151 of the general Corporate Law of the State of Delaware.

         The foregoing resolutions were duly adopted by the Board of Directors
without the requirement of shareholder action by meeting held on April 5, 2000
pursuant to the Certificate of Incorporation and the provisions of the Delaware
General Corporation Law.

         IN WITNESS WHEREOF, National Auto Credit, Inc. has caused this
Certificate Of Designation, Number, Powers, Preferences And Relative,
Participating, Optional And Other Special Rights And The Qualifications,
Limitations, Restrictions, And Other Distinguishing Characteristics Of The
Series A Convertible Preferred Stock Of National Auto Credit, Inc. to be
executed by its duly authorized officer, on this 5th day of April, 2000.

                                  NATIONAL AUTO CREDIT, INC.

                                  By: __________________________________________
                                      David Huber, Chairman of the Board and
                                      Chief Executive Officer


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