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                                                                     EXHIBIT 4.5

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                              CPC OF AMERICA, INC.,
                              A NEVADA CORPORATION

         The undersigned, Rod A. Shipman, hereby certifies that:

         1. He is the duly elected and acting President, Chief Executive Officer
and Secretary, of CPC of America, Inc., a Nevada corporation (the
"Corporation").

         2. The Corporation, in its Articles of Incorporation, has authorized
5,000,000 shares of preferred stock. The Board of Directors of the Corporation
has previously designated 500,000 shares of the authorized preferred stock as
Series A Preferred Stock, 500,000 shares of the authorized preferred stock as
Series B Preferred Stock, and 565,000 shares of the authorized preferred stock
as Series C Preferred Stock. The Corporation subsequently issued 79,293 shares
of Series A Preferred Stock, none of which remain outstanding as of the date of
this Certificate of Designations. The Corporation issued 185,144 shares of
Series B Preferred Stock, none of which remain outstanding as of the date of
this Certificate of Designations. The Corporation issued 359,780 shares of
Series C Preferred Stock, all of which remain outstanding as of the date of this
Certificate of Designations. No approval by the holders of Series C Preferred
Stock is required to designate additional series of preferred stock junior in
rank.

         3. By resolution, the Board of Directors of the Corporation has also
designated 550,000 shares of preferred stock authorized by the Articles of
Incorporation as Series D Preferred Stock. No shares of Series D Preferred Stock
have been issued.

         4. Pursuant to authority given by the Corporation's Articles of
Incorporation, the Board of Directors of the Corporation has duly adopted
substantially the following recital and resolution:

         WHEREAS, Article Third of the Articles of Incorporation of the
Corporation, as amended, authorizes this Corporation to issue 5,000,000 shares
of preferred stock, $.001 par value per share, issuable from time to time in one
or more series (the "Preferred Stock").

         RESOLVED, the Board of Directors hereby determines that it is in the
best interests of this Corporation to designate 550,000 shares of Series D
Preferred Stock upon the following terms and conditions:

         Section 1. DESIGNATION. The fourth series of Preferred Stock shall be
designated and known as "Series D Preferred Stock." The number of authorized
shares constituting such Series shall be 550,000. The Series D Preferred Stock
shall have a par value of $.001 per share.

         Section 2. DEFINITIONS. For the purposes of this Certificate of
Designations, the following terms shall have the meanings indicated:

                  "COMMON STOCK" shall mean the Company's $.0005 par value
common stock.

                  "CONVERSION PRICE" shall mean $9.15 per share of Series D
Preferred Stock subject to adjustment per Section 7, PROVIDED, HOWEVER, on the
Maturity Date, the Conversion Price for the Series D Preferred Stock then in
effect shall be adjusted to, and shall then mean, the lower of either (i) the
amount which is equal to seventy-five percent (75%) of the average last "ask"
price of the Common Stock for the thirty (30) trading days immediately preceding
the Maturity Date as reported on any stock exchange or (ii) $6.86 per share.

                  "INITIAL CONVERSION PRICE" shall mean $9.15 per share of
Series D Preferred Stock.

                  "JUNIOR STOCK" shall mean any capital stock of the
Corporation, including without limitation the Common Stock, ranking junior to
the Series D Preferred Stock with respect to dividends, distribution in
liquidation or any other preferences, rights and powers.

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                  "LIQUIDATION PREFERENCE" shall mean $9.15 per share of Series
D Preferred Stock.

                  "MATURITY DATE" shall mean June 30, 2003 for the Series D
Preferred Stock.

                  "PARITY STOCK" shall mean any capital stock of the Corporation
ranking on a parity with the Series D Preferred Stock with respect to dividends,
distributions in liquidation and all other preferences, rights or powers.

                  "PERSON" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind, and shall include any successor (by merger or
otherwise) of such entity.

                  "SENIOR STOCK" shall mean any capital stock of the Corporation
ranking senior to the Series D Preferred Stock with respect to dividends,
distribution in liquidation or any other preference, right or power.

         Section 3. RANKING. The Series A Preferred Stock shall, with respect to
dividends and rights on liquidation, dissolution or winding up, rank senior to
all other equity securities of the Corporation, including the Common Stock and
any other series or class of the Corporation's preferred or common stock, now or
hereafter authorized. The Series B Preferred Stock shall, with respect to
dividends and rights on liquidation, dissolution or winding up, rank junior to
the Series A Preferred Stock and rank senior to all other equity securities of
the Corporation, including the Common Stock and any other series or class of the
Corporation's preferred or common stock, now or hereafter authorized. The Series
C Preferred Stock shall, with respect to dividends and rights on liquidation,
dissolution or winding up, rank junior to the Series A Preferred Stock and
Series B Preferred Stock and rank senior to all other equity securities of the
Corporation, including the Common Stock and any other series or class of the
Corporation's preferred or common stock, now or hereafter authorized. The Series
D Preferred Stock shall, with respect to dividends and rights on liquidation,
dissolution or winding up, rank junior to the Series A Preferred Stock, the
Series B Preferred Stock and the Series C Preferred Stock and rank senior to all
other equity securities of the Corporation, including the Common Stock and any
other series or class of the Corporation's preferred or common stock, now or
hereafter authorized.

         Section 4. DIVIDENDS.

                  (a) The holders of shares of Series D Preferred Stock shall be
entitled to receive dividends at the rate of five percent (5%) of the
Liquidation Preference per share per year, payable annually ("Dividends"), when,
as, and if declared by the Board of Directors of the Corporation. The Dividends
shall commence to accrue on the date of purchase of such share and shall be
payable commencing December 31, 2002 and on December 31 of each year thereafter,
to holders of record on such date, unless earlier converted, at which time any
accrued Dividends will be payable to the holder upon conversion. At the option
of the holder, the Dividends shall be payable in cash in arrears ("Cash
Dividend") or in shares of Common Stock at the rate of one share of Common Stock
per accrued Dividends in the amount of the then effective Conversion Price
("Stock Dividend"). The Cash Dividend shall be payable only out of funds legally
available therefor, prior and in preference to any dividend payment with respect
to Common Stock. The Cash Dividend shall be cumulative, so that if Dividends
required to be paid on such stock for any year shall not have been declared or
paid, the amount of the deficiency shall be paid in full, without interest,
together with any Dividends due for the current year, before any distribution of
any kind shall be paid to the holders of the Junior Stock. No fractional shares
of Common Stock will be issued in connection with the payment of Stock
Dividends. In lieu of fractional shares of Common Stock, the Corporation shall
issue one (1) additional share of Common Stock to each holder of Series D
Preferred Stock entitled to a Stock Dividend not evenly divisible by the
Conversion Price. The Corporation shall declare and pay the Stock Dividend on a
current basis.

                  (b) In addition to the Dividend, if any dividends or other
distributions (including, without limitation, any distribution of cash,
indebtedness, assets or other property, but excluding any dividend payable in
shares of its Common Stock) on the Common Stock are so permitted and declared,

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such dividends shall be paid pro rata to the holders of the Common Stock and the
Series D Preferred Stock. The holders of Series D Preferred Stock shall receive
a dividend in an amount that would be payable to such holders assuming that such
shares had been converted on the record date for determining the stockholders of
the Corporation entitled to receive payment of such dividends into the maximum
number of shares of Common Stock into which such shares of Series D Preferred
Stock are then convertible as provided in Section 7.

         Section 5. VOTING RIGHTS.

                  (a) Except as required by law, or as set forth in Section 5(b)
below, the holders of shares of Series D Preferred Stock shall have no voting
rights.

                  (b) Unless the consent or approval of a greater number of
shares shall then be required by law, the affirmative vote of the holders of
more than 50% of the outstanding shares of the Series D Preferred Stock shall be
necessary to (1) authorize, increase the authorized number of shares of or issue
(including on conversion or exchange of any convertible or exchangeable
securities or by reclassification) any shares of any class or classes of Senior
Stock or Parity Stock or any additional shares of Series D Preferred Stock, (2)
authorize, adopt or approve any amendment to the Articles of Incorporation, the
Bylaws or this Certificate of Designations that would increase or decrease the
par value of the shares of the Series D Preferred Stock, alter or change the
powers, preferences or rights of the shares of Series D Preferred Stock or alter
or change the powers, preferences or rights of any other capital stock of the
Corporation if after such alteration or change such capital stock would be
Senior Stock or Parity Stock, (3) amend, alter or repeal the Articles of
Incorporation or this Certificate of Designations so as to affect the shares of
Series D Preferred Stock adversely, including, without limitation, by granting
any voting right to any holder of notes, bonds, debentures or other debt
obligations of the Corporation, or (4) authorize or issue any security
convertible into, exchangeable for or evidencing the right to purchase or
otherwise receive any shares of any class or classes of Senior Stock or Parity
Stock.

         Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) In the event of any liquidation, dissolution or winding up
of the Corporation, either voluntary or involuntary, before any distribution or
payment to holders of Junior Stock may be made, the holder of each share of
Series D Preferred Stock shall be entitled to be paid an amount equal to the
Liquidation Preference of such share, plus any accrued and unpaid Dividends, as
that term is defined in Section 4.

                  (b) If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation available for distribution to the
holders of Series D Preferred Stock shall be insufficient to permit payment in
full to such holders of the sums which such holders are entitled to receive in
such case, then all of the assets available for distribution shall be
distributed first to the holders of the Series D Preferred Stock ratably in
proportion to the amounts that would be payable to such holders if such assets
were sufficient to permit payment in full. Neither the consolidation or merger
of the Corporation into or with another corporation or corporations, nor the
sale of all or substantially all of the assets of the Corporation to another
corporation or any other entity shall be deemed a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 6.

         Section 7. CONVERSION OF PREFERRED STOCK INTO COMMON STOCK.

                  (a) RIGHT TO CONVERT. The outstanding shares of Series D
Preferred Stock shall be convertible, at the option of the holders thereof, into
fully paid and nonassessable shares of Common Stock at the Conversion Price,
subject to adjustment as set forth in this Section 7.

                  (b) NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION.
The number of shares of Common Stock to be issued upon conversion of shares of
Series D Preferred Stock shall be equal to the product of (X) and (Y), where (X)
is a fraction, the numerator of which is the Initial Conversion Price and the
denominator of which is the Conversion Price in effect at that time and (Y) is
the number of shares of Series C Preferred Stock to be converted.

                  (c) ANTIDILUTION ADJUSTMENTS. The Conversion Price and
Liquidation Preference of the Series D Preferred Stock shall be adjusted from
time to time in certain cases as follows:

                           (i) DIVIDEND, SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF COMMON STOCK. If the Corporation shall, at any time or from
time to time, (a) declare a dividend on the Common Stock payable in shares of

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its capital stock (including Common Stock), (b) subdivide the outstanding Common
Stock, (c) combine the outstanding Common Stock into a smaller number of shares,
or (d) issue any shares of its capital stock in a 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 in each
such case, the Conversion Price and the Liquidation Preference in effect at the
time of the record date for such dividend or at the effective date of such
subdivision, combination or reclassification shall be proportionally adjusted
such that, in the case of the Conversion Price, the adjusted price will permit
the number of shares of Common Stock into which the Series D Preferred Stock may
be converted to be increased or reduced in the same proportion as the number of
shares of Common Stock are increased or reduced in connection with such
dividend, subdivision, combination or reclassification. Any such adjustment
shall become effective immediately after the record date of such dividend or the
effective date of such subdivision, combination or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur. In the event, if a dividend is declared, such dividend is not paid, the
Conversion Price and Liquidation Preference shall be adjusted to the Conversion
Price and Liquidation Preference in effect immediately prior to the record date
of such dividend.

                           (ii) DE MINIMIS ADJUSTMENTS. No adjustment of the
Conversion Price or Liquidation Preference shall be made if the amount of such
adjustment would result in a change in the Conversion Price or Liquidation
Preference per share of less than $.05 but in such case any adjustment that
would otherwise be required then to be made shall be carried forward and shall
be made at the time of and together with the next subsequent adjustment, which
together with any adjustment so carried forward, would result in a change in the
Conversion Price and Liquidation Preference in excess of $.05 per share. All
calculations under this Section 7(c) shall be made to the nearest cent, or the
nearest 1/100th of a share, as the case may be. If the Corporation shall, at any
time or from time to time, issue Common Stock by way of dividends on any stock
of the Corporation or subdivide or combine the outstanding shares of the Common
Stock, such amount of $.05 (as theretofore increased or decreased, if such
amount shall have been adjusted in accordance with the provisions of this
clause) shall forthwith be proportionately increased in the case of a
combination or decreased in the case of a subdivision or stock dividend so as
appropriately to reflect the same. Notwithstanding the provisions of the first
sentence of this Section 7(c)(ii), any adjustment postponed pursuant to this
Section 7(c)(ii) shall be made no later than the earlier of (a) two years from
the date of the transaction that would, but for the provisions of the first
sentence of this Section 7(c)(ii), have required such adjustment and (b) the
date of any conversion of the shares of Series D Preferred Stock.

                           (iii) FRACTIONAL SHARES. Notwithstanding any other
provision of this Certificate of Designations, the Corporation shall not be
required to issue fractions of shares upon conversion of any shares of Series D
Preferred Stock or to distribute certificates which evidence fractional shares.
In lieu of fractional shares of Common Stock, the Corporation shall pay
therefore, at the time of any conversion of shares of Series D Preferred Stock
as herein provided, an amount in cash equal to such fraction multiplied by the
Conversion Price then in effect.

                  (d) REORGANIZATION AND RECLASSIFICATION ADJUSTMENT. If there
occurs any capital reorganization or any reclassification of the Common Stock of
the Corporation, then each share of Series D Preferred Stock shall thereafter be
convertible into the same kind and amounts of securities (including shares of
stock) or other assets, or both, which were issuable or distributable to the
holders of outstanding Common Stock of the Corporation upon such reorganization
or reclassification in respect of that number of shares of Common Stock into
which such shares of Series D Preferred Stock might have been converted
immediately prior to such reorganization or reclassification; and, in any such
case, appropriate adjustments (as determined in good faith by the Board of
Directors of the Corporation) shall be made to assure that the provisions set
forth herein (including provisions with respect to changes in, and other
adjustments of, the Conversion Price) shall thereafter be applicable, as nearly
as reasonably may be practicable, in relation to any securities or other assets
thereafter deliverable upon the conversion of the Series D Preferred Stock.

                  (e) MECHANICS OF CONVERSION. The option to convert shall be
exercised by surrendering for such purpose to the Corporation, certificates
representing the shares to be converted, duly endorsed in blank or accompanied
by proper instruments of transfer, and at the time of such surrender, the Person
in whose name any certificate for shares of Common Stock shall be issuable upon
such conversion shall be deemed to be the holder of record of such shares of
Common Stock on such date, notwithstanding that the share register of the
Corporation shall then be closed or that the certificates representing such
Common Stock shall not then be actually delivered to such person.

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                  (f) CERTIFICATE AS TO ADJUSTMENTS. Whenever the Conversion
Price or the securities or other property deliverable upon the conversion of the
Series D Preferred Stock shall be adjusted pursuant to the provisions hereof,
the Corporation shall promptly give written notice thereof to each holder of
shares of Series D Preferred Stock at such holder's address as it appears on the
transfer books of the Corporation and shall forthwith file, at its principal
executive office and with any transfer agent or agents for the shares of Series
D Preferred Stock and the Common Stock, a certificate, signed by the Chairman of
the Board, Chief Executive Officer or one of the Vice Presidents of the
Corporation, and by its Chief Financial Officer, its Treasurer or one of its
Assistant Treasurers, stating the adjusted Conversion Price and the securities
or other property deliverable per share of Series D Preferred Stock calculated
to the nearest cent or to the nearest one one-hundredth of a share and setting
forth in reasonable detail the method of calculation and the facts requiring
such adjustment and upon which such calculation is based. Each adjustment shall
remain in effect until a subsequent adjustment hereunder is required.

                  (g) RESERVATION OF COMMON STOCK. The Corporation shall at all
times reserve and keep available for issuance upon the conversion of the shares
of Series D Preferred Stock, the maximum number of its authorized but unissued
shares of Common Stock as is reasonably anticipated to be sufficient to permit
the conversion of all outstanding shares of Series D Preferred Stock, and shall
take all action required to increase the authorized number of shares of Common
Stock if at any time there shall be insufficient authorized but unissued shares
of Common Stock to permit such reservation or to permit the conversion of all
outstanding shares of Series D Preferred Stock.

                  (h) NO CONVERSION CHARGE OR TAX. The issuance and delivery of
certificates for shares of Common Stock upon the conversion of shares of Series
D Preferred Stock shall be made without charge to the holder of shares of Series
D Preferred Stock for any issue or transfer tax, or other incidental expense in
respect of the issuance or delivery of such certificates or the securities
represented thereby, all of which taxes and expenses shall be paid by the
Corporation.

         Section 8. REDEMPTION OF SERIES D PREFERRED STOCK.

                  (a) At any time commencing upon the Maturity Date, the
Corporation shall have the right to redeem for cash out of funds legally
available therefor, each share of Series D Preferred Stock. Redemptions pursuant
to this Section 8(a) shall be made for a price per share equal to the
Liquidation Preference plus an amount equal to the amount of all unpaid
dividends payable in accordance with Section 4 hereof on each share of Series D
Preferred Stock to be redeemed.

                  (b) The Corporation shall give written notice of its intention
to redeem the Series D Preferred Stock as provided herein, to each holder
thereof, at such holder's address as it appears on the transfer books of the
Corporation, which notice shall specify (i) the total number of shares of Series
D Preferred Stock being redeemed; (ii) the number of shares of Series D
Preferred Stock held by the holder which the Corporation intends to redeem;
(iii) the date of redemption (which shall be at least 30 days from the date of
mailing of such notice by the Corporation); and (iv) the redemption price. On or
after the date of redemption, each holder of Series D Preferred Stock shall
surrender his certificate for the number of shares to be redeemed as stated in
the notice provided by the Corporation. Dividends will cease to accumulate on
shares of Series D Preferred Stock called for redemption.

                  (c) For the purpose of determining whether funds are legally
available for redemption of shares of Series D Preferred Stock as provided
herein, the Corporation shall value its assets at the highest amount permissible
under applicable law. If on the redemption date funds of the Corporation legally
available therefor shall be insufficient to redeem all the shares of Series D
Preferred Stock required to be redeemed as provided herein, funds to the extent
legally available shall be used for such purpose and the Corporation shall
effect such redemption first of the Series D Preferred Stock pro rata according
to the total redemption amount owed to each holder of Series D Preferred Stock
as of the redemption date. The redemption requirements provided hereby shall be
continuous, so that if such requirement shall not be fully discharged, funds
legally available shall be applied therefor until such requirements are fully
discharged in accordance with the preceding sentence.

         Section 9. NOTICE OF CERTAIN EVENTS. In case the Corporation shall
propose at any time or from time to time (A) to declare or pay any dividend
payable in stock of any class to the holders of Common Stock or to make any
other distribution to the holders of Common Stock, (B) to offer to the holders

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of Common Stock rights or warrants to subscribe for or to purchase any
additional shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (C) to effect any reclassification of its Common
Stock, (D) to effect any consolidation, merger or sale, transfer or other
disposition of all or substantially all of the property, assets or business of
the Corporation which would, if consummated result in the mandatory conversion
of shares of Series D Preferred Stock, or (E) to effect the liquidation,
dissolution or winding up of the Corporation, then, in each such case, the
Corporation shall mail to each holder of shares of Series D Preferred Stock via
first class mail at such holder's address as it appears on the transfer books of
the Corporation, a written notice of such proposed action, which shall specify
(1) the date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants or, if a record is not to be taken, the date
as of which the holders of shares of Common Stock of record to be entitled to
such dividend, distribution or rights are to be determined, or (2) the date on
which such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up is expected to become effective, and such
notice shall be so given as promptly as possible but in any event at least ten
(10) business days prior to the applicable record, determination or effective
date, specified in such notice.

         Section 10. CERTAIN REMEDIES. Any registered holder of shares of Series
D Preferred Stock shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Certificate of Designations and to enforce
specifically the terms and provisions of this Certificate of Designations in any
court of the United States or any state thereof having jurisdiction, this being
in addition to any other remedy to which such holder may be entitled at law or
in equity.

         Section 11. METHOD OF ELECTION. For purposes of this Certificate of
Designations, any election required or allowed to be made by the majority of the
holders of Series D Preferred Stock shall be effective upon receipt by the
Company of the written consent of a majority of such holders.

         Section 12. STATUS OF REACQUIRED SHARES. Shares of Series D Preferred
Stock which have been issued and converted shall (upon compliance with any
applicable provisions of the laws of the State of California) have the status of
authorized and unissued shares of Preferred Stock issuable in series
undesignated as to series and may be redesignated and reissued.

         The undersigned, Rod A. Shipman, President, Chief Executive Officer and
Secretary of CPC of America, Inc. hereby declares and certifies under penalty of
perjury that the foregoing Certificate is the act and deed of the Corporation
and that the facts herein stated are true.

         Executed at Newport Beach, California at the offices of Oppenheimer
Wolff & Donnelly LLP on September 5, 2002.

                                /s/ ROD A. SHIPMAN
                                ------------------------------------------------
                                ROD A. SHIPMAN
                                President, Chief Executive Officer and Secretary

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