EXHIBIT 4.3
                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                               ASSURE ENERGY, INC.

     Assure Energy, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), hereby certifies that the following
resolutions were adopted by the Board of Directors of the Company pursuant to
the authority of the Board of Directors as required by Section 151 of the
Delaware General Corporation Law (the "DGCL").

RESOLVED, that pursuant to the authority granted to and vested in the Board of
Directors of this Company (the "Board of Directors" or the "Board") in
accordance with the provisions of its Certificate of Incorporation and Bylaws,
each as amended through the date hereof, the Board of Directors hereby
authorizes a series of the Company's previously authorized Preferred Stock, par
value $.0001 per share (the "Preferred Stock"), and hereby states the
designation and number of shares, and fixes the relative rights, preferences,
privileges, powers and restrictions thereof as follows:

                           I.     CERTAIN DEFINITIONS

     For purposes of this Certificate of Designation, capitalized terms are
defined in this Certificate of Designation or shall have the following meanings:

      "Common Stock" means the common stock of the Company, $.001 par value per
share.

      "Issuance Date" means the date of execution of the Convertible Preferred
Stock Purchase Agreement with respect to the issuance of the Series A Preferred
Stock.

      "Per Share Market Value" means on any particular date the closing bid
price per share of the Common Stock on such date on The Over-The-Counter
Bulletin Board, the OTC Bulletin Board(R) ("OTCBB") or other stock exchange on
which the Common Stock has been listed or if there is no such price on such
date, then the last bid price on such exchange on the date nearest preceding
such date.

      "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

      "Purchase Agreement" is the Convertible Preferred Stock Purchase Agreement
by and among the Company and the Purchasers set forth in Schedule 1 thereto (the
"Purchasers").

      "Trading Day" means (a) a day on which the Common Stock is quoted on the
OTCBB or principal stock exchange on which the Common Stock has been listed, or
(b) if the Common Stock is not quoted on the OTCBB or any stock exchange, a day
on which the Common Stock is quoted in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc. ("NASD"), or (c) if the
Common Stock is not quoted on the NASD, a day on which the Common Stock is
quoted in the over-the-counter market as reported by the National Quotation
Bureau Incorporated (or any similar organization or agency succeeding its
functions of reporting prices).


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                         II.     DESIGNATION AND AMOUNT

     The designation of this series, which consists of Seventeen Thousand Five
Hundred (17,500) shares of Preferred Stock, is the Series A Preferred Stock (the
"Series A Preferred Stock") and the stated value shall be One Hundred U.S.
Dollars ($100.00) per share (the "Stated Value").

                               III.     DIVIDENDS

     The holders of the shares of Series A Preferred Stock as they appear on the
stock records of the Company ("Holder" or "Holders") shall be entitled to
receive, the Board of Directors shall be obligated to declare and the Company
shall be obligated to pay, out of funds legally available for the payment of
dividends, dividends in cash or (as provided herein) shares of Common Stock at
the rate of five percent (5%) per annum (computed on the basis of a 360-day
year) (the "Dividend Rate") on the Stated Value of each share of Series A
Preferred Stock.  Dividends on the Series A Preferred Stock shall be cumulative
from the Issuance Date.

     (a)     Dividends shall be payable annually as of each anniversary of the
Issuance Date until the earlier of redemption or conversion, to the Holders of
record of shares of the Series A Preferred Stock, as they appear on the stock
records of the Company.  An additional dividend shall be payable with respect to
converted or redeemed shares of Series A Preferred Stock, which shall be payable
as of the date of conversion or redemption, as the case may be.  The annual
anniversary date as of which dividend payments are due or the date of conversion
or redemption as of which an additional dividend payment is due is hereafter
referred to as the Dividend Payment Date.

     (b)     The dividend shall be paid in (i) cash or (ii) through the issuance
of duly and validly authorized and issued, fully paid and non-assessable, shares
of Common Stock valued at the average closing bid price of the Common Stock
during the 10 Trading Day period immediately preceding the Dividend Payment
Date.

     (c)     So long as any shares of the Series A Preferred Stock are
outstanding, no dividends, except as described in the next succeeding sentence,
shall be declared or paid or set apart for payment on Pari Passu Securities (as
defined in Section VII herein) for any period unless full cumulative dividends
required to be paid in cash have been or contemporaneously are declared and paid
or declared and a sum sufficient for the payment thereof set apart for such
payment on the Series A Preferred Stock for all dividend payment periods
terminating on or prior to the date of payment of the dividend on such class or
series of Pari Passu Securities.  When dividends are not paid in full or a sum
sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon shares of the Series A Preferred Stock and all dividends declared
upon any other class or series of Pari Passu Securities shall be declared
ratably in proportion to the respective amounts of dividends accumulated and


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unpaid on the Series A Preferred Stock and accumulated and unpaid on such Pari
Passu Securities.

     (d)     So long as any shares of the Series A Preferred Stock are
outstanding, no dividends shall be declared or paid or set apart for payment or
other distribution declared or made upon Junior Securities (as defined in
Section VII herein), nor shall any Junior Securities be redeemed, purchased or
otherwise acquired (other than a redemption, purchase or other acquisition of
shares of Common Stock made for purposes of an employee incentive or benefit
plan (including a stock option plan) of the Company or any subsidiary) for any
consideration (or any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock) by the Company, directly or
indirectly, unless in each case (i) the full cumulative dividends required to be
paid in cash on all outstanding shares of the Series A Preferred Stock and any
other Pari Passu Securities shall have been paid or set apart for payment for
all past dividend periods with respect to the Series A Preferred Stock and all
past dividend periods with respect to such Pari Passu Securities, and (ii)
sufficient funds shall have been paid or set apart for the payment of the
dividend for the current dividend period with respect to the Series A Preferred
Stock and the current dividend period with respect to such Pari Passu
Securities.

                               IV.     CONVERSION

     (a)     The outstanding shares of Series A Preferred Stock shall be
convertible into Company units (the "Units") as is determined by dividing the
Stated Value by the Conversion Price, as defined below, at the option of the
Holder in whole or in part, within 15 days of the Holder's receipt of a notice
of redemption from the Company or at any time during the three year period
commencing on the second anniversary of the Issuance Date (the "Holder
Conversion Period").  Each Unit consists of one share of Common Stock (the "Unit
Shares") and one common stock purchase warrant (the "Unit Warrants") which may
be exercised for the purchase of one additional share of Common Stock (the
"Warrant Shares") at an exercise price of $1.75 per share at any time during the
four year period commencing one year after the date of issuance of the Units.
Any conversion under this Section IV(a) shall be for a minimum Stated Value of
$25,000 of Series A Preferred Stock.  The Holder shall effect conversions by
sending the form of conversion notice attached hereto as Appendix I (the "Notice
                                                         ----------
of Conversion") in the manner set forth in Section IV(i).  Each Notice of
Conversion shall specify the Stated Value of Series A Preferred Stock to be
converted, and the date on which such conversion is to be effected (the
"Conversion Date").  Except as provided herein, each Notice of Conversion, once
given, shall be irrevocable.  If the Holder is converting less than all of the
Stated Value represented by a certificate for the Series A Preferred Stock
tendered by the Holder in the Notice of Conversion, the Company shall deliver to
the Holder a new Series A Preferred Stock certificate for such Stated Value as
has not been converted within seven (7) Business Days of the Company's receipt
of the original Series A Preferred Stock and Notice of Conversion.

     (b)     Not later than seven (7) Business Days after the Company's receipt
of the certificate or certificates for the Series A Preferred Stock and the
original of the Notice of Conversion, the Company will deliver to the Holder (i)
a certificate or certificates representing the number of Unit Shares and Unit
Warrants being acquired upon the conversion of Series A Preferred Stock and
(ii), if applicable, Series A Preferred Stock in principal amount equal to the
principal amount of Series A Preferred Stock not converted.  In the case of a
conversion pursuant to a Notice of Conversion, if such certificate or


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<PAGE>
certificates are not delivered by the date required under this Section IV(c),
the Holder shall be entitled by providing written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion, in which event the Company shall immediately return the
Series A Preferred Stock tendered for conversion.

     (c)     (i)     The Conversion Price for the conversion of a share of
Series A Preferred Stock into Units shall be $1.50 of Stated Value (the
"Conversion Price").

             (ii)    If the Company, at any time while any shares of Series A
Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise
make a distribution or distributions on shares of its Junior Securities payable
in shares of its capital stock (whether payable in shares of its Common Stock or
of capital stock of any class), (b) subdivide outstanding shares of Common Stock
into a larger number of shares, (c) combine outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of shares of
Common Stock any shares of capital stock of the Company, the Conversion Price
designated in Section IV(c)(i) shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock of the Company
outstanding before such event and of which the denominator shall be the number
of shares of Common Stock outstanding after such event. Any adjustment made
pursuant to this Section IV(c)(ii) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.

          (iii)      If the Company, at any time while any shares of Series A
Preferred Stock are outstanding, shall issue or sell shares of Common Stock, or
options, warrants or other rights to subscribe for or purchase shares of Common
Stock, (excluding shares of Common Stock issuable upon exercise of options,
warrants or conversion rights granted prior to the date hereof and shares of
Common Stock issuable upon exercise of options which may be issued subsequent to
the date hereof to Company employees, officers, or directors) at a price per
share less than the Conversion Price then in effect, the Conversion Price
designated in Section IV(c)(i) shall be reduced to the price at which the shares
of Common Stock are issued or the price at which the options, warrants or other
rights may be exercised for the purchase of Common Stock.  Such adjustment shall
be made as of the date such Common Stock, options, rights or warrants are
issued.

          (iv)       If the Company, at any time while shares of Series A
Preferred Stock are outstanding, shall distribute to all holders of Common Stock
(and not to Holders of Series A Preferred Stock) evidences of its indebtedness
or assets or rights or warrants to subscribe for or purchase any security
(excluding those referred to in Section IV(c)(iii) above) then in each such case
the Conversion Price at which each Series A Preferred Stock shall thereafter be
convertible shall be determined by multiplying the Conversion Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the Per Share Market Value of Common Stock determined as of the record
date mentioned above, and of which the numerator shall be such Per Share Market
Value of the Common Stock on such record date less the then fair market value at
such record date of the portion of such assets or evidence of indebtedness so


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<PAGE>
distributed applicable to one outstanding share of Common Stock as determined by
the Board of Directors in good faith; provided, however that in the event of a
                                      --------  -------
distribution exceeding ten percent (10%) of the net assets of the Company, such
fair market value shall be determined by a nationally recognized or major
regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Company) (an "Appraiser") selected in
good faith by the Holders of a majority of the principal amount of the Series A
Preferred Stock then outstanding; and provided, further, that the Company, after
                                      --------  -------
receipt of the determination by such Appraiser shall have the right to select an
additional Appraiser, in which case the fair market value shall be equal to the
average of the determinations by each such Appraiser.  In either case the
adjustments shall be described in a statement provided to the Holder and all
other Holders of Series A Preferred Stock of the portion of assets or evidences
of indebtedness so distributed or such subscription rights applicable to one
share of Common Stock.  Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately after the record
date mentioned above.

          (v)       All calculations under this Article IV shall be made to the
nearest 1/1000th of a cent or the nearest 1/1000th of a share, as the case may
be.  Any calculation over .005 shall be rounded up to the next cent or share and
any calculation less than .005 shall be rounded down to the previous cent or
share.

          (vi)      Whenever  the  Conversion  Price  is  adjusted pursuant to
section IV(c)(ii),(iii) or (iv), the Company shall within two (2) days after the
determination of the new Conversion Price mail and fax to the Holder and to each
other Holder of Series A Preferred Stock, a notice setting forth the Conversion
Price after such adjustment and setting forth a brief statement of the facts
requiring such adjustment.

          (vii)     In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the sale or
transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then each holder of Series A Preferred Stock
then outstanding shall have the right thereafter to convert such Series A
Preferred Stock only into the shares of stock and other securities and property
receivable upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share exchange
(except in the event the property is cash, then the Holder shall have the right
to convert the Series A Preferred Stock and receive cash in the same manner as
other stockholders), and the Holder shall be entitled upon such event to receive
such amount of securities or property as the shares of the Common Stock into
which such Series A Preferred Stock could have been converted immediately prior
to such reclassification, consolidation, merger, sale, transfer or share
exchange would have been entitled.  The terms of any such consolidation, merger,
sale, transfer or share exchange shall include such terms so as to continue to
give to the holder the right to receive the securities or property set forth in
this Section IV(c)(vii) upon any conversion following such consolidation,
merger, sale, transfer or share exchange.  This provision shall similarly apply
to successive reclassifications, consolidations, mergers, sales, transfers or
share exchanges.


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<PAGE>
          (viii)     If:
                  (A)   the Company shall declare a dividend (or any other
                        distribution) on its Common Stock; or

                  (B)   the Company shall declare a special nonrecurring cash
                        dividend on or a redemption of its Common Stock; or

                  (C)   the Company shall authorize the granting to all holders
                        of the Common Stock rights or warrants to subscribe for
                        or purchase any shares of capital stock of any class or
                        of any rights; or

                  (D)   the approval of any stockholders of the Company shall be
                        required in connection with any reclassification of the
                        Common Stock of the Company (other than a subdivision or
                        combination of the outstanding shares of Common Stock),
                        any consolidation or merger to which the Company is a
                        party, any sale or transfer of all or substantially all
                        of the assets of the Company, or any compulsory share
                        exchange whereby the Common Stock is converted into
                        other securities, cash or property; or

                  (E)   the Company shall authorize the voluntary or involuntary
                        dissolution, liquidation or winding-up of the affairs of
                        the Company;

then the Company shall cause to be mailed and faxed to the Holders of Series A
Preferred Stock at their last addresses as it shall appear upon the Series A
Preferred Stock Register, at least thirty (30) calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distributions, redemption, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding-up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up; provided, however, that the failure to
mail such notice or any defect therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in such
notice.

     (d)     The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose
of issuance upon conversion of Series A Preferred Stock as herein provided, free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holders of Series A Preferred Stock, such number of shares of
Common Stock as shall be issuable (taking into account the adjustments and
restrictions of Section IV(c) hereof) upon the conversion of the aggregate


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principal amount of all outstanding Series A Preferred Stock.  The Company
covenants that all shares of Common Stock that shall be so issuable shall, upon
issuance, be duly and validly authorized, issued and fully paid and
nonassessable.

     (e)     No fractional Units shall be issuable upon a conversion hereunder
and the number of Unit Shares and Unit Warrants to be issued shall be rounded up
to the nearest whole number.  Accordingly, if a fractional Unit interest arises
upon any conversion hereunder, the Company shall eliminate such fractional Unit
interest by issuing Holder an additional full Unit.

     (f)     The issuance of certificates for Unit Shares and Unit Warrants on
conversion of Series A Preferred Stock shall be made without charge to the
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such certificates, provided that the Company shall
not be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion in
a name other than that of the Holder and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

     (g)     Series A Preferred Stock converted into Units shall be canceled
upon conversion.

     (h)     Each Notice of Conversion shall be given by facsimile to the
Company no later than 4:00 pm New York Time.  In the event that the Company
receives the Notice of Conversion after 4:00 p.m. New York Time, the Conversion
Date shall be deemed to be the next business day.  In the event that the Company
receives the Notice of Conversion  after the end of the business day, notice
will be deemed to have been given the next business day.

                      V.     EVENTS OF DEFAULT AND REMEDIES

     (a)     "Event of Default", wherever used herein, means any one of the
following events:

          (i)     the Company shall fail to observe or perform any material
covenant, agreement or warranty contained in this Series A Preferred Stock
Certificate of Designation, and such failure shall not have been remedied within
ten (10) Business Days after the date on which written notice of such failure
shall have been given;

          (ii)     the occurrence of any event or breach or default by the
Company under the Purchase Agreement and such failure or breach shall not have
been remedied within ten (10) Business Days after the date on which written
notice of such failure shall have been given;

          (iii)     the Company or any of its subsidiaries shall commence a
voluntary case under the United States Bankruptcy Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced against the Company under the Bankruptcy Code and the Company fails
to pursue dismissal of the case within sixty (60) days after commencement of the
case; or the Company commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or


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<PAGE>
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Company or there is commenced against the Company any
such proceeding and the Company fails to pursue dismissal of the case within
sixty (60) days after commencement of the case; or the Company suffers any
appointment of any custodian or the like for it or any substantial part of its
property and the Company fails to pursue dismissal of the custodian within sixty
(60) days after the appointment; or the Company makes a general assignment for
the benefit of creditors; or any corporate or other action is taken by the
Company for the purpose of effecting any of the foregoing;

          (iv)     the Company shall voluntarily have its Common Stock deleted
or delisted, as the case may be, from the OTCBB or other national securities
exchange or market on which such Common Stock is listed for trading or suspended
from trading thereon, and shall not have its Common Stock relisted or have such
suspension lifted, as the case may be, within twenty (20) Trading Days of such
deletion or delisting;

          (v)     the Company shall issue a press release, or otherwise make
publicly known, that it is not honoring properly executed Notice of Conversions
for any reason whatsoever;

     (b)     If any Event of Default occurs and continues, beyond any cure
period, if any,  then so long as such Event of Default shall then be continuing
any Holder may, by notice to the Company demand redemption of the Shares of
Series A Preferred Stock at the price of 105% of the Stated Value of each Share
of Series A Preferred Stock being redeemed plus accrued but unpaid dividends
thereon, whereupon the Stated Value and all accrued but unpaid Dividends shall
be immediately due and payable, and such Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law.  Such
declaration may be rescinded and annulled by such Holder at any time prior to
payment hereunder.  No such rescission or annulment shall affect any subsequent
Event of Default or impair any right consequent thereon.  This shall include,
but not be limited to the right to temporary, preliminary and permanent
injunctive relief without the requirement of posting any bond or undertaking.

     (c)     Such Holder may thereupon proceed to protect and enforce its rights
either by suit in equity, or by action at law, or by other appropriate
proceedings whether for the specific performance (to the extent permitted by
law) of any covenant or agreement contained in this Series A Preferred Stock
Certificate of Designation or in aid of the exercise of any power granted in
this Series A Preferred Stock Certificate of Designation, and proceed to enforce
the redemption of any of the Series A Preferred Stock held by it, and to enforce
any other legal or equitable right of such Holder.

     (d)     As a non-exclusive remedy, in the Event of a Default, the Holder
can convert the outstanding shares of Series A Preferred Stock at the Conversion
Price upon giving a Notice of Conversion to the Company.

                               VI.     REDEMPTION


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     (a)     The shares of Series A Preferred Stock are redeemable at the sole
option of the Company at any time prior to the Company's receipt of a Notice of
Conversion (as provided in Article IV hereof) to the extent funds are legally
available therefor, at any time and from time to time, in whole or in part, at a
redemption price equal to 105% of the Stated Value of each share of Series A
Preferred Stock being redeemed  plus accrued and unpaid dividends thereon
("Redemption Price").  The Holder may provide the Company with a Notice of
Conversion within 15 days after Holder's receipt of a notice of redemption from
the Company.  The Company is not obligated to provide for redemption of the
Series A Preferred Stock through a sinking fund.  The Company must redeem the
shares of Series A Preferred Stock at the Redemption Price on the fifth
anniversary of the Issuance Date.

     (b)     The Company shall not optionally redeem the Series A Preferred
Stock or any other Pari Passu Securities in whole or in part without redeeming,
on a pro rata basis, all outstanding Pari Passu Securities in accordance with
the relative amounts due the holders of Pari Passu Securities on redemption.

     (c)     Shares of Series A Preferred Stock which have been redeemed or
converted shall be deemed retired pursuant to Section 243 of the DGCL and shall
thereafter resume the status of authorized and unissued shares of Preferred
Stock, undesignated as to series, and may be redesignated and reissued as part
of any new series of Preferred Stock other than Series A Preferred Stock.

     (d)     Notwithstanding the foregoing provisions of this Article VI, unless
the full cumulative dividends on all outstanding shares of Series A Preferred
Stock shall have been paid or contemporaneously are declared and paid for all
past dividend periods, none of the shares of Series A Preferred Stock may be
redeemed.

     (e)     No redemption shall be made and no sum set aside for such
redemption unless at the time thereof (i) all accrued and unpaid dividends
payable on any Senior Securities (as defined in Section VII herein) have been
paid in full, (ii) all required mandatory redemptions on Senior Securities have
been made in full and (iii) all optional redemptions of Senior Securities, if
any, previously declared, have been made in full.  No redemption shall be made
and no sum set aside for such redemption at any time that the terms or
provisions of any indenture or agreement of the Company, including any agreement
relating to indebtedness, specifically prohibits such redemption or setting
aside or provides that such redemption or setting aside would constitute a
breach or default thereunder (after notice or lapse of time or both), except
with the written consent of the lender or other parties to said agreement as the
case may be.

     (f)     If any redemption shall at any time be prohibited by the DGCL, the
same shall be deferred until such time as the redemption can occur in full
compliance with such statute.
     (g)     In the event the Company shall redeem shares of Series A Preferred
Stock, notice of such redemption shall be given by first class mail, postage
prepaid, or by confirmed facsimile transmission, not less than twenty-one (21)
days prior to the date fixed by the Board for redemption to each holder of
Series A Preferred Stock at the address that appears on the Company's stock
record books; provided, however, that no failure to provide such notice nor any
defect therein shall affect the validity of the redemption proceeding except as
to the Holder to whom the Company has failed to send such notice or whose notice


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was defective.  Each notice shall state (i) the redemption date, (ii) the number
of shares of Series A Preferred Stock to be redeemed; (iii) the Redemption
Price; (iv) the place or places where certificates for shares of Series A
Preferred Stock are to be surrendered for payment and (v) that dividends on the
redeemed shares shall cease to accrue on such redemption date.  When notice has
been provided as aforesaid then from and after the redemption date (unless
default shall be made by the Company in providing money for the payment of the
Redemption Price of the shares called for redemption) dividends on the shares
called for redemption shall cease to accrue and said shares shall no longer be
deemed to be outstanding and all rights of the holders thereof shall cease
(other than the right to receive the Redemption Price).  Upon surrender of the
certificates for Series A Preferred Stock accompanied by appropriate stock
powers, the shares shall be redeemed by the Company at the Redemption Price.  In
case fewer than all shares represented by any such certificate are redeemed, a
new certificate representing the shares of Series A Preferred Stock not so
redeemed shall be issued to the holder without cost.

                                  VII.     RANK

     The Series A Preferred Stock shall, as to dividends, redemptions, and the
distribution of assets upon liquidation, dissolution or winding up of the
Company, rank (i) prior to the Company's Common Stock; (ii) prior to any class
or series of capital stock of the Company hereafter created that, by its terms,
ranks junior to the Series A Preferred Stock ("Junior Securities"); (iii) junior
to any class or series of capital stock of the Company hereafter created (with
the consent of the holders of a majority of the outstanding Series A Preferred
Stock) which by its terms ranks senior to the Series A Preferred Stock ("Senior
Securities"); and (iv) pari passu with any other series of preferred stock of
the Company hereafter created (with the consent of the Holders of a majority of
the outstanding Series A Preferred Stock) which by its terms ranks on a parity
("Pari Passu Securities") with the Series A Preferred Stock.

                        VIII.     LIQUIDATION PREFERENCE

     If the Company shall commence a voluntary case under the U.S. Federal
bankruptcy laws or any other applicable bankruptcy, insolvency or similar law,
or consent to the entry of an order for relief in an involuntary case under any
law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Company or of any
substantial part of its property, or make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due, or if a decree or order for relief in respect of the Company shall
be entered by a court having jurisdiction in the premises in an involuntary case
under the U.S. Federal bankruptcy laws or any other applicable bankruptcy,
insolvency or similar law resulting in the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and any such decree or order shall
be unstayed and in effect for a period of 60 consecutive days and, on account of
any such event, the Company shall liquidate, dissolve or wind up, or if the
Company shall otherwise liquidate, dissolve or wind up, including, but not
limited to, the sale or transfer of all or substantially all of the Company's
assets in one transaction or in a series of related transactions (a "Liquidation
Event"), no distribution shall be made to the holders of any shares of capital
stock of the Company (other than Senior Securities and Pari Passu Securities)


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upon liquidation, dissolution or winding up unless, prior thereto, the Holders
of shares of Series A Preferred Stock shall have received the Liquidation
Preference (as defined below) with respect to each share. If, upon the
occurrence of a Liquidation Event, the assets and funds available for
distribution among the Holders of the Series A Preferred Stock and Holders of
Pari Passu Securities shall be insufficient to permit the payment to such
holders of the preferential amounts payable thereon, then the entire assets and
funds of the Company legally available for distribution to the Series A
Preferred Stock and the Pari Passu Securities shall be distributed ratably among
such shares in proportion to the ratio that the Liquidation Preference payable
on each such share bears to the aggregate Liquidation Preference payable on all
such shares.  The purchase or redemption by the Company of stock of any class,
in any manner permitted by law, shall not, for the purposes hereof, be regarded
as a liquidation, dissolution or winding up of the Company. Neither the
consolidation or merger of the Company with or into any other entity nor the
sale or transfer by the Company of less than substantially all of its assets
shall, for the purposes hereof, be deemed to be a liquidation, dissolution or
winding up of the Company.  The "Liquidation Preference" with respect to a share
of Series A Preferred Stock means an amount equal to the Stated Value thereof,
plus the accrued but unpaid dividends thereon through the date of final
distribution. The Liquidation Preference with respect to any Pari Passu
Securities shall be as set forth in the Certificate of Designation filed in
respect thereof.

                              IX.     VOTING RIGHTS

     The Holders of the Series A Preferred Stock have no voting power
whatsoever, except as otherwise provided by the DGCL.  To the extent that under
the DGCL the vote of the Holders of the Series A Preferred Stock, voting
separately as a class or series, as applicable, is required to authorize a given
action of the Company, the affirmative vote or consent of the Holders of at
least a majority of the then outstanding shares of the Series A Preferred Stock
represented at a duly held meeting at which a quorum is present or by written
consent of the Holders of at least a majority of the then outstanding shares of
Series A Preferred Stock (except as otherwise may be required under the DGCL)
shall constitute the approval of such action by the class. To the extent that
under the DGCL Holders of the Series A Preferred Stock are entitled to vote on a
matter with holders of Common Stock, voting together as one class, each share of
Series A Preferred Stock shall be entitled to a number of votes equal to the
number of shares of Common Stock into which it is then convertible (subject to
the limitations contained in Article IV) using the record date for the taking of
such vote of shareholders as the date as of which the Conversion Price is
calculated.

                              X.     MISCELLANEOUS

     (a)     If any shares of Series A Preferred Stock are converted pursuant to
Article IV, the shares so converted shall be canceled, shall return to the
status of authorized, but unissued preferred stock of no designated series, and
shall not be issuable by the Company as Series A Preferred Stock.

     (b)     Upon receipt by the Company of (i) evidence of the loss, theft,
destruction or mutilation of any Preferred Stock certificate(s) and (ii) (y) in
the case of loss, theft or destruction, of indemnity (without any bond or other
security) reasonably satisfactory to the Company, or (z) in the case of
mutilation, upon surrender and cancellation of the Preferred Stock


                                      -60-
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certificate(s), the Company shall execute and deliver new Preferred Stock
certificate(s) of like tenor and date. However, the Company shall not be
obligated to reissue such lost or stolen Preferred Stock certificate(s) if the
Holder contemporaneously requests the Company to convert such Series A Preferred
Stock.

     (c)     Upon submission of a Notice of Conversion by a Holder of Series A
Preferred Stock, (i) the shares covered thereby shall be deemed converted into
Units and (ii) the Holder's rights as a Holder of such converted shares of
Series A Preferred Stock shall cease and terminate, excepting only the right to
receive certificates for the Unit Shares and the Unit Warrants and to any
remedies provided herein or otherwise available at law or in equity to such
Holder because of a failure by the Company to comply with the terms of this
Certificate of Designation. Notwithstanding the foregoing, if a Holder has not
received certificates for all the Unit Shares and the Unit Warrants prior to the
tenth business day after the expiration of the delivery period with respect to a
conversion of Series A Preferred Stock for any reason, then (unless the Holder
otherwise elects to retain its status as a holder of the Unit Shares and the
Unit Warrants by so notifying the Company within five business days after the
expiration of such 10 business day period) the Holder shall regain the rights of
a Holder of Series A Preferred Stock with respect to such unconverted shares of
Series A Preferred Stock and the Company shall, as soon as practicable, return
such unconverted shares to the Holder. In all cases, the Holder shall retain all
of its rights and remedies for the Company's failure to convert Series A
Preferred Stock.

     (d)     The remedies provided in this Certificate of Designation shall be
cumulative and in addition to all other remedies available under this
Certificate of Designation, at law or in equity (including a decree of specific
performance and/or other injunctive relief), and nothing herein shall limit a
Holder's right to pursue actual damages for any failure by the Company to comply
with the terms of this Certificate of Designation. The Company acknowledges that
a breach by it of its obligations hereunder will cause irreparable harm to the
Holders of Series A Preferred Stock and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees, in the event of any such
breach or threatened breach, that the Holders of Series A Preferred Stock shall
be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

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IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the
Company this 7th day of June, 2002.

                                        ASSURE ENERGY, INC.



                                        By:  /s/ Douglas Kaplan
                                             ----------------------
                                             Name:  Douglas  Kaplan
                                             Title: President


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