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                                                                     EXHIBIT 4.1

                          NOVITRON INTERNATIONAL, INC.

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                 SERIES A NONVOTING CONVERTIBLE PREFERRED STOCK,
                           PAR VALUE $0.01 PER SHARE,

     Pursuant to Section 151(g) of the General Corporation Law of the State of
Delaware (the "DGCL"), NOVITRON INTERNATIONAL, INC., a corporation organized and
existing under the DGCL (the "Corporation"), DOES HEREBY CERTIFY that:

     Pursuant to the authority conferred upon the Board of Directors of the
Corporation (the "Board of Directors") by Article FOURTH of the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), and in
accordance with the provisions of Section 151(g) of the DGCL, the Board of
Directors as of April 8, 2003, adopted and approved the following resolution
creating a series of Preferred Stock designated as Series A Nonvoting
Convertible Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
in accordance with the DGCL and the provisions of the Certificate of
Incorporation, one series of the class of authorized Preferred Stock, par value
$0.01 per share, of the Corporation is hereby created and that the designation
and number of shares thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations and restrictions thereof, are as follows:

A.   Designation.

     The designation of this Series shall be Series A Nonvoting Convertible
Preferred Stock ("Series A Preferred Stock") and the number of shares
constituting this Series shall be 247,250. Shares of this Series shall have an
initial preference value of $4.01 per share (the "Series A Stated Value") and a
par value of $0.01 per share.

B.   Voting Rights.

          (i) General. Except as set forth in Section B(ii) below and as
     otherwise required by law, the holders of the Series A Preferred Stock
     shall have no voting rights.

          (ii) Class Vote. The affirmative vote of the holders of a majority of
     the outstanding shares of the Series A Preferred Stock, voting together as
     a separate voting group from the Corporation's common stock, par value
     $0.01 per share (the "Common Stock"), shall be necessary for authorizing,
     effecting or validating any of the following:

               (a) the merger or consolidation of the Corporation with any other
          entity or the sale, conveyance or other disposition of all or
          substantially all of its assets to any other person or entity;

               (b) any increase or decrease (other than by redemption or
          conversion) in the total number of authorized shares of the Series A
          Preferred Stock or any other series of preferred stock;

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               (c) the designation of any new class or series of capital stock
          which has rights, preferences, dividends or privileges which rank pari
          passu or senior to the Series A Preferred Stock;

               (d) any amendment, alteration or repeal of any of the provisions
          of, or the addition of any provisions to, the Corporation's
          Certificate of Incorporation, as amended, that could adversely affect
          any of the rights, preferences or privileges of the Series A Preferred
          Stock;

               (e) any repurchase or redemption of, or dividend or distribution
          on, capital stock of the Corporation, other than (1) any repurchase by
          the Corporation of any shares of Common Stock issued to participants
          in the 1991 Stock Option Plan, the 1991 Directors' Stock Option Plan,
          the 2002 Incentive and Stock Option Plan, or any employee stock option
          plan duly approved by the Board of Directors and stockholders of the
          Corporation, (2) the issuance of Series A Preferred Dividends (as
          defined below), (3) the payment of cash dividends by the Corporation
          to holders of Common Stock in the ordinary course of business or as
          described in Section C(iii) hereof, or (4) the repurchase by the
          Corporation of up to 5,000 shares of Common Stock, in the aggregate,
          on the open market pursuant to a repurchase plan approved by the Board
          of Directors of the Corporation; or

               (f) the creation of any special reserves under Section 171 of the
          General Corporation Law of Delaware.

C.   Dividends.

          (i) General. So long as any shares of Series A Preferred Stock remain
     outstanding, the holders of shares of Series A Preferred Stock, in
     preference to holders of shares of any other capital stock of the
     Corporation (including, without limitation, the Common Stock), shall be
     entitled to receive, when, as and if declared by the Board of Directors,
     out of any funds legally available therefor, preferential cash dividends at
     the rate of 10% of the Series A Stated Value per share per annum (as
     adjusted for stock splits, combinations, dividends, recapitalizations and
     the like) (the "Series A Preferred Dividends"). Such Series A Preferred
     Dividends shall, to the extent declared and to the extent that there are
     funds legally available therefor, be payable on July 1st and December 1st
     of each calendar year (each, a "Preferred Dividend Payment Date"), with the
     first such Series A Preferred Dividend payable on July 1, 2004. If, upon
     any declaration or payment of the Series A Preferred Dividends, the
     Corporation does not have assets legally available to pay such Series A
     Preferred Dividends in full, then the assets of the Corporation legally
     available for the payment of such Series A Preferred Dividends shall be
     paid to the holders of the Series A Preferred Stock pro rata per share.

          (ii) Cumulative Nature of the Series A Preferred Dividends. Series A
     Preferred Dividends shall be cumulative, but Series A Preferred Dividends
     shall accrue and be payable only as of each Preferred Dividend Payment Date
     and shall not accrue between the date of filing of this Certificate of
     Designations and July 1, 2004, or between Preferred Dividend Payment Dates.
     Accrued but unpaid Series A Preferred Dividends with respect to a share of
     Series A Preferred Stock shall, upon conversion of such share

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     to Common Stock, be paid in cash. Any amounts for which funds are not
     legally available for payment shall be paid promptly as funds become
     legally available therefor.

          (iii) Cash Dividends on Common Stock. In the event that the
     Corporation pays any cash dividends to its holders of Common Stock ("Common
     Dividends") at any time, other than on a Preferred Dividend Payment Date,
     when shares of Series A Preferred Stock remain outstanding, then, when such
     shares of Series A Preferred Stock convert to shares of Common Stock
     pursuant to Section D below, such converting holders of shares of the
     Series A Preferred Stock shall be entitled to receive an amount of cash for
     each such share of Series A Preferred Stock equal to the cash amount each
     such holder would have received if such holder had converted such share of
     Series A Preferred Stock:

          (a) in the event such actual conversion occurs subsequent to July 1,
     2004, on the day immediately after the most recent Preferred Dividend
     Payment Date; and

          (b) in the event such actual conversion occurs prior to July 1, 2004,
     on the date of issuance of such share of Series A Preferred Stock.

     In the event such actual conversion occurs on a Preferred Dividend Payment
Date, such holders of the Series A Preferred Stock shall be entitled to receive
the Series A Preferred Dividend payable on such date and no amount of Common
Dividends.

          (iv) Capital of the Corporation. The Corporation acknowledges and
     agrees that the capital of the Corporation (as such term is used in Section
     154 of the General Corporation Law of Delaware) in respect of the Series A
     Preferred Stock and any future issuances of the Corporation's capital stock
     shall be equal to the aggregate par value of such Series A Preferred Stock
     or capital stock, as the case may be, and that, on or after the date of the
     filing of this Certificate of Designations, it shall not increase the
     capital of the Corporation with respect to any shares of the Corporation's
     capital stock issued and outstanding on such date.

D.   Conversion.

          (i) Optional Conversion Prior to a Liquidation Event. Each holder of
     shares of Series A Preferred Stock shall have the right, at any time and
     from time to time (i) after the Stockholder Approval Date (as defined
     below) and (ii) on or prior to the earlier to occur of (A) a Liquidation
     Event (as defined in Section E), as set forth in the Liquidation Notice (as
     defined in Section E) or (B) the Registration Effectiveness Date (as
     defined below), at such holder's option, to convert any or all of the
     shares of Series A Preferred Stock held by such holder into the number of
     fully paid and non-assessable shares of Common Stock obtained by
     multiplying the number of shares of Series A Preferred Stock to be
     converted by the conversion rate determined from time to time pursuant to
     this Section D (the "Series A Conversion Rate"). The initial Series A
     Conversion Rate shall be 10.0. Such optional conversion is intended to be,
     and shall be reported and otherwise treated by the Corporation as, a
     "recapitalization" under Section 368(a)(1)(E) of the Internal Revenue Code.
     For purposes hereof, "Stockholder Approval Date" shall mean the date upon
     which the holders of the outstanding shares of capital stock of the
     Corporation who are entitled to vote, at a special or annual meeting of
     stockholders of the Corporation, approve the issuance of the shares of
     Common Stock issuable upon conversion of the outstanding shares of Series A
     Preferred Stock in

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     accordance with the Delaware General Corporation Law and the rules and
     regulations of The NASDAQ Stock Market, Inc. For purposes hereof,
     "Registration Effectiveness Date" shall mean the date upon which the
     Securities and Exchange Commission (the "SEC") declares effective a
     registration statement on Form S-3 or another applicable form, including
     the prospectus contained therein, filed by the Corporation with the SEC to
     register for resale the shares of Common Stock issuable upon conversion of
     the outstanding shares of Series A Preferred Stock.

          (ii) Automatic Conversion. The shares of Series A Preferred Stock
     shall be automatically converted into fully paid and non-assessable shares
     of Common Stock, at the then applicable Series A Conversion Rate, upon the
     later to occur of (A) the Stockholder Approval Date and (B) the
     Registration Effectiveness Date. Such automatic conversion is intended to
     be, and shall be reported and otherwise treated by the Corporation as, a
     "recapitalization" under Section 368(a)(1)(E) of the Internal Revenue Code.

          (iii) Mechanics of Conversion.

          (a) Mechanics of Optional Conversion. Before any holder of shares of
     Series A Preferred Stock converts any such shares into shares of Common
     Stock pursuant to Section D(i), such holder shall surrender the certificate
     or certificates evidencing the shares to be converted, duly endorsed, at
     the principal office of the Corporation or any transfer agent for the
     Series A Preferred Stock and shall give written notice to the Corporation
     at such office of such holder's election to convert such shares of Series A
     Preferred Stock into shares of Common Stock. The notice shall state the
     number of the shares of Series A Preferred Stock to be converted and the
     name of the holder or the name(s) of the nominee(s) of such holder in which
     any certificates for shares of Common Stock are to be issued. The
     Corporation shall, within five business days after its deemed receipt of
     such conversion notice, issue and deliver at such office to such holder or
     such nominee(s), (A) a certificate or certificates, bearing any appropriate
     legends, for the number of full shares of Common Stock to which such holder
     or such nominee(s) is entitled, (B) an amount in cash equal to the accrued
     but unpaid dividends, if any, payable to such holder or such nominee(s) in
     accordance with Section C above, and (C) a certificate or certificates,
     bearing any appropriate legends, evidencing the balance of the unconverted
     shares of Series A Preferred Stock, if any. Except as provided in the
     following sentence, any optional conversion under Section D(i) shall be
     deemed to occur immediately prior to the close of business on the date of
     surrender of the shares to be converted, and the person or persons entitled
     to receive the shares of Common Stock issuable upon such conversion shall
     be treated for all purposes as the record holder or holders of such shares
     of Common Stock on such date and shall no longer be entitled to dividends,
     if any, paid or accrued thereafter on the Series A Preferred Stock. Solely
     for purposes of calculating any dividends due to the holders of Series A
     Preferred Stock upon optional conversion of shares of Series A Preferred
     Stock pursuant to Section D(i), such conversion shall be deemed to occur as
     provided in Section C(iii).

          (b) Mechanics of Automatic Conversion. Upon an automatic conversion of
     the Series A Preferred Stock pursuant to Section D(ii), the outstanding
     shares of Series A Preferred Stock shall be converted automatically without
     any further action by the holders of such shares and whether or not the
     certificates representing such shares are

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     surrendered to the Corporation or its transfer agent; provided, however,
     that the Corporation shall not be obligated to issue certificates
     evidencing the shares of Common Stock issuable upon such conversion unless
     the certificates evidencing such shares of Series A Preferred Stock are
     either delivered to the Corporation or its transfer agent as provided
     below, or the holder notifies the Corporation or its transfer agent that
     such certificates have been lost, stolen or destroyed and executes an
     agreement satisfactory to the Corporation to indemnify the Corporation from
     any loss incurred by it in connection with such certificates. Upon the
     occurrence of such automatic conversion of the Series A Preferred Stock,
     each holder of shares of Series A Preferred Stock shall surrender the
     certificate or certificates evidencing such shares, duly endorsed, at the
     principal office of the Corporation or any transfer agent for the Series A
     Preferred Stock and, if the shares of Common Stock issuable upon the
     conversion of such shares of Series A Preferred Stock are to be issued in
     the name of any person other than such holder, such holder shall give
     written notice to the Corporation at such office of the names of the
     nominee(s) of such holder in which any certificates for shares of Common
     Stock are to be issued. The Corporation shall, as soon as practicable
     thereafter, issue and deliver at such office to such holder or such
     nominee(s), (A) a certificate or certificates for the number of full shares
     of Common Stock to which such holder or such nominee(s) is entitled and (B)
     an amount in cash equal to the accrued but unpaid dividends, if any,
     payable to such holder or such nominee(s) in accordance with Section C
     above. Any automatic conversion under Section D(ii) shall be deemed to
     occur immediately prior to the close of business on the later to occur of
     (A) the Stockholder Approval Date or (B) the Registration Effectiveness
     Date, and the person or persons entitled to receive the shares of Common
     Stock issuable upon such conversion shall be treated for all purposes as
     the record holder or holders of such shares of Common Stock on such date.

          (iv) No Fractional Shares. No fractional shares of Common Stock or
     scrip shall be issued upon conversion of shares of Series A Preferred
     Stock. If a holder surrenders for conversion more than one share of Series
     A Preferred Stock at any time, the number of full shares of Common Stock
     issuable upon conversion thereof shall be computed using the aggregate
     number of shares of Series A Preferred Stock so surrendered. If a holder of
     shares of Series A Preferred Stock would otherwise be entitled to receive a
     fractional share of Common Stock upon conversion, such holder shall be
     entitled to receive for such fractional share either (i) nothing, if such
     fractional share is less than 0.5 of a share of Common Stock or (ii) one
     share of Common Stock if such fractional share is equal to 0.5 or greater
     of a share of Common Stock.

          (v) Adjustment of Number of Shares of Common Stock Issuable upon
     Conversion of the Series A Preferred Stock. The Series A Conversion Rate
     shall be subject to adjustment from time to time as follows:

               (a) Effect of "Split-ups" and "Split-downs"; Stock Dividends. If
          at any time or from time to time the Corporation shall subdivide as a
          whole, by reclassification, by the issuance of a stock dividend on the
          Common Stock payable in Common Stock, or otherwise, the number of
          shares of Common Stock, with or without par value, the Series A
          Conversion Rate shall be increased proportionately as of the effective
          or record date of such action by multiplying the Series A Conversion
          Rate by a fraction, the numerator of which shall be the

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          number of shares of Common Stock outstanding immediately prior to the
          record date, plus the additional number of shares of Common Stock
          necessary to effect such reclassification, stock dividend or
          otherwise, and the denominator shall be the number of shares of Common
          Stock outstanding immediately prior to the applicable record date. The
          issuance of such a stock dividend shall be treated as a subdivision of
          the whole number of shares of Common Stock outstanding immediately
          before the record date for such dividend into a number of shares equal
          to such whole number of shares so outstanding plus the number of
          shares issued as a stock dividend. In case at any time or from time to
          time the Corporation shall combine as a whole, by reclassification or
          otherwise, the number of shares of Common Stock then outstanding into
          a lesser number of shares of Common Stock, with or without par value,
          the Series A Conversion Rate shall be reduced proportionately as of
          the effective date of such action by multiplying the Series A
          Conversion Rate by a fraction, the numerator of which shall be the
          number of shares of Common Stock which would be outstanding
          immediately after giving effect to such reclassification, stock
          dividend or otherwise without regard to this Section D(v)(a), and the
          denominator shall be the number of shares of Common Stock outstanding
          immediately prior to the applicable record date.

               (b) Effect of Certain Dividends. Other than in the case of cash
          dividends paid by the Corporation to holders of Common Stock in the
          ordinary course of business or as described in Section C(iii) hereof,
          if on any date the Corporation makes a distribution to holders of its
          Common Stock but not the holders of Series A Preferred Stock
          (including any such distribution made in connection with a
          consolidation or merger in which the Corporation is the continuing
          corporation) of evidences of its indebtedness or assets, the holders
          of the Series A Preferred Stock shall be entitled to receive an amount
          of the Corporation's indebtedness or assets equal to the amount each
          such holder would have received if such holder had converted all of
          its shares of Series A Preferred Stock immediately prior to the record
          date for such distribution. Such adjustment shall be made whenever any
          such distribution is made and shall become effective retroactively to
          a date immediately following the close of business on the record date
          for the determination of stockholders entitled to receive such
          distribution.

               (c) Effect of Merger or Consolidation. If the Corporation shall,
          while any shares of Series A Preferred Stock remain outstanding, enter
          into any consolidation with or merge into any other corporation
          wherein the Corporation is not the continuing corporation, or wherein
          securities of a corporation other than the Corporation are
          distributable to holders of Common Stock of the Corporation, or sell
          or convey its property as an entirety or substantially as an entirety,
          and in connection with such consolidation, merger, sale or conveyance,
          shares of stock or other securities shall be issuable or deliverable
          in exchange for the Common Stock of the Corporation, the holder of any
          shares of Series A Preferred Stock shall thereafter be entitled to
          obtain in exchange for such Series A Preferred Stock (in lieu of the
          number of shares of Common Stock that such holder would have been
          entitled to convert immediately before the effective date of such
          consolidation, merger, sale or conveyance) the shares of stock or
          other securities

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          to which such number of shares of Common Stock would have been
          entitled at the time of such consolidation, merger, sale or
          conveyance. In case of any such consolidation, merger, sale or
          conveyance, appropriate provision (as determined by a resolution of
          the Board of Directors of the Corporation) shall be made with respect
          to the rights and interests thereafter of the holders of Series A
          Preferred Stock to the end that all the provisions of the Series A
          Preferred Stock (including adjustment provisions) and all rights of
          the holders of the Series A Preferred Stock (including registration
          rights, if any) shall thereafter be applicable as nearly as reasonably
          practicable, in relation to such stock or other securities and such
          holders.

               (d) Reorganization and Reclassification. In case of any capital
          reorganization or any reclassification of the capital stock of the
          Corporation (except as provided in Section D(v)(a) above) while any
          shares of Series A Preferred Stock remain outstanding, the holder of
          any shares of Series A Preferred Stock shall thereafter be entitled to
          receive upon conversion of such Series A Preferred Stock (in lieu of
          the number of shares of Common Stock that such holder would have been
          entitled to receive if such holder had converted immediately before
          such reorganization or reclassification) the shares of stock of any
          class or classes or other securities or property to which such number
          of shares of Common Stock would have been entitled if such shares of
          Series A Preferred Stock had been converted immediately before such
          reorganization or reclassification. In case of any such reorganization
          or reclassification, appropriate provision (as determined by
          resolution of the Board of Directors of the Corporation) shall be made
          with respect to the rights and interests thereafter of the holders of
          Series A Preferred Stock, to the end that all the provisions of the
          Series A Preferred Stock (including adjustment provisions) shall
          thereafter be applicable, as nearly as reasonably practicable, in
          relation to such stock or other securities or property.

               (e) Adjustment of Series A Conversion Rate after a "Diluting
          Issue". If any additional shares of Common Stock (other than (a)
          shares issued upon conversion of the Series A Preferred Stock, or (b)
          Excluded Securities, as hereinafter defined) shall be issued for a
          consideration per share (or, in the case of any transactions
          contemplated in Section D(v)(e)(3) or Section D(v)(e)(4), shall be
          deemed to be issued on or after the date hereof for a Presumed
          Consideration per share) less than the Series A Current Price on the
          date such Common Stock was issued or deemed to have been issued, the
          Series A Conversion Rate shall be adjusted as at the close of business
          on such date to equal the product resulting from the multiplication of
          (x) the Series A Conversion Rate immediately before such adjustment by
          (y) a fraction, the numerator of which is (i) the total number of
          shares of Common Stock outstanding immediately before such issue plus
          the number of additional shares being issued, and the denominator of
          which is (ii) the total number of shares of Common Stock outstanding
          immediately prior to such issue plus the number of shares of Common
          Stock that the aggregate consideration received (or, without
          duplication, the Presumed Consideration deemed to have been received)
          for the total number of additional shares so issued would purchase at
          the Series A Current Price on such date, excluding from both

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          the numerator and denominator of such fraction shares of Common Stock
          issuable upon conversion of the Series A Preferred Stock and Excluded
          Securities.

               For the purpose of this Section D(v)(e), the following provisions
          shall be applicable with respect to the issuance of additional shares
          of Common Stock and the computation set forth in the immediately
          preceding paragraph:

                    (1) Stock Dividends, etc. In case any additional shares of
               Common Stock shall be issued as a dividend on Common Stock, the
               Series A Conversion Rate shall be adjusted as provided in Section
               D(v)(a).

                    In case any additional shares of Common Stock shall be
               issued as a dividend on any class of stock of the Corporation
               other than Common Stock (in which case Section D(v)(a) shall
               apply) or Series A Preferred Stock (in which case Section C shall
               apply), or in case any obligations or stock convertible into or
               exchangeable for shares of Common Stock (such convertible or
               exchangeable obligations or stock being hereinafter called
               "Convertible Securities") shall be issued as a dividend on any
               class of stock of the Corporation, such shares of Common Stock or
               Convertible Securities shall be deemed to have been issued
               without consideration on the day next succeeding the date for the
               determination of stockholders entitled to such dividend.

                    (2) Rights or Options below Series A Current Price. In case
               the Corporation, on or after the date the Corporation shall first
               issue a share of Series A Preferred Stock, grants any rights or
               options (other than any rights or options that are Excluded
               Securities) to subscribe for or to purchase additional shares of
               Common Stock or Convertible Securities, and the Presumed
               Consideration per share received and receivable by the
               Corporation for such additional shares under such rights or
               options or pursuant to the terms of such Convertible Securities
               shall be less than the Series A Current Price in effect
               immediately prior to the terms or the granting of such rights or
               options, the maximum number of additional shares of Common Stock
               issuable pursuant to such rights or options or necessary to
               effect the conversion or exchange of all such Convertible
               Securities shall be deemed to have been issued as of the date of
               the granting of such rights or options, and the Corporation shall
               be deemed to have received the Presumed Consideration therefor.
               No adjustment (except as provided in Section D(v)(e)(4)) shall be
               made upon the actual issuance of Common Stock, upon the exercise
               of rights or options referenced in this Section D(v)(e)(2) or the
               conversion of Convertible Securities referenced in this Section
               D(v)(e)(2).

                    (3) Securities Convertible below Series A Current Price. In
               case:

                         (i) the Corporation shall issue any Convertible
                    Securities, and

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                         (ii) the Presumed Consideration per share for
                    additional shares of Common Stock issuable pursuant to the
                    terms of such Convertible Securities shall be less than the
                    Series A Current Price in effect immediately prior to the
                    time of the issuance of such Convertible Securities,

               then the issuance of such Convertible Securities shall be deemed
               to be an issuance (as of the date of issuance of such Convertible
               Securities) of the maximum number of additional shares of Common
               Stock necessary to effect the conversion or exchange of all such
               Convertible Securities, and the Corporation shall be deemed to
               have received the Presumed Consideration therefor as of the date
               of issuance of such Convertible Securities. No further
               adjustment, except as provided in Section D(v)(e)(4) below, shall
               be made upon the actual issuance of Common Stock upon the
               conversion of Convertible Securities.

                    (4) Superseding Adjustment of Series A Conversion Rate. If,
               at any time after any adjustment of the Series A Conversion Rate
               shall have been made on the basis of shares of Common Stock
               deemed to be issued by reason of the provisions of the foregoing
               Section D(v)(e)(2) or Section D(v)(e)(3) on the basis of the
               granting of certain rights or options or the issuance of certain
               Convertible Securities, or after any new adjustments of the
               Series A Conversion Rate shall have been made on the basis of
               shares of Common Stock deemed to be issued by reason of the
               provisions of this Section D(v)(e)(4), such rights or options or
               the right of conversion or exchange in any such Convertible
               Securities (for which, or purchased pursuant to any rights or
               options for which, such an adjustment shall previously have been
               made) shall expire, and a portion of such rights or options, or
               the right of conversion or exchange in respect of a portion of
               such Convertible Securities, as the case may be, shall not have
               been exercised, then such previous adjustment shall be rescinded
               and annulled and the shares of Common Stock that were deemed to
               have been issued by virtue of the computation made in connection
               with the adjustment so rescinded and annulled, shall no longer be
               deemed to have been issued by virtue of such computation.
               Thereupon, a recomputation shall be made of the effect of such
               rights or options or such Convertible Securities on the basis of:

                         (i) treating the number of additional shares of Common
                    Stock, if any, theretofore actually issued pursuant to the
                    exercise of such expired rights or options or such expired
                    right of conversion or exchange, as having been issued on
                    the date or dates of such exercise for the consideration
                    actually received therefor (computed as provided in Section
                    D(v)(e)(6)), and

                         (ii) treating the maximum number of additional shares
                    of Common Stock, if any, thereafter issuable pursuant to the
                    conversion or exchange of any such Convertible Securities
                    actually issued or issuable pursuant to the previous
                    exercise of such rights

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                    or options as having been issued as of the date of the
                    granting of such rights or options and treating the Presumed
                    Consideration therefor as received as of such date;

               and, on such basis, such new adjustment, if any, of the Series A
               Conversion Rate, shall be made as may be required by the first
               paragraph of this Section D(v)(e), which new adjustment shall
               supersede the previous adjustment so rescinded and annulled for
               any Series A Preferred Stock converted after such new adjustment.
               For clarification purposes, any shares of Series A Preferred
               Stock converted between (x) the deemed date of any dilutive
               issuance pursuant to Section D(v)(e)(2) or Section D(v)(e)(3) and
               (y) the deemed date of any new adjustment pursuant to this
               D(v)(e)(4) shall not be subject to any retroactive adjustment
               based upon such new adjustment.

                    (5) Effect of "Split-up" or "Split-down" on "deemed issued"
               shares. Upon the effective or record date for any subdivision or
               combination of the Common Stock of the character described in
               Section D(v)(a), including the issuance of a stock dividend which
               is treated as such a subdivision under Section D(v)(e)(1), the
               number of the shares of Common Stock which are at the time deemed
               to have been issued by virtue of Section D(v)(e)(2), Section
               D(v)(e)(3) or Section D(v)(e)(4), but have not actually been
               issued, shall be deemed to be increased or decreased
               proportionately.

                    (6) Computation of Consideration and Presumed Consideration.
               For the purposes of this Section D(v):

                         (i) the consideration received by the Corporation upon
                    the actual issuance of additional shares of Common Stock
                    shall be deemed to be the sum of the amount of cash and the
                    fair value of property (as determined in good faith by
                    resolution of the Board of Directors of the Corporation as
                    at the time of issue or "deemed issue" in the case of the
                    following paragraph (ii)) received or receivable by the
                    Corporation as the consideration or part of the
                    consideration (v) at the time of issuance of the Common
                    Stock, (w) for the issuance of any rights or options upon
                    the exercise of which such Common Stock was issued, (x) for
                    the issuance of any rights or options to purchase
                    Convertible Securities upon the conversion of which such
                    Common Stock was issued, (y) for the issuance of the
                    Convertible Securities upon conversion of which such Common
                    Stock was issued, and (z) at the time of the actual exercise
                    of and such rights, options or conversion privileges upon
                    the exercise of which such Common Stock was issued, in each
                    case without deduction for commissions and expenses incurred
                    by the Corporation for any underwriting of, or otherwise in
                    connection with the issue or sale of, such rights, options,
                    Convertible Securities or Common Stock, but after deduction
                    of any sums paid by the Corporation in cash upon the
                    exercise of, and pursuant to,

                                      -10-

<PAGE>

                    such rights, options or conversion privileges in respect of
                    fractional shares of Common Stock, except that the
                    consideration received by the Corporation upon the issuance
                    of shares of Common Stock in connection with a
                    consolidation, merger, purchase of assets as a going
                    business or purchase of at least a majority of the voting
                    stock of any corporation, shall be deemed to be the Series A
                    Current Price then in effect; and

                         (ii) the consideration deemed to have been received by
                    the Corporation for additional shares of Common Stock deemed
                    to be issued pursuant to rights, options and conversion
                    privileges by reason of transactions of the character
                    described in Section D(v)(e)(2), Section D(v)(e)(3) or
                    Section D(v)(e)(4)(ii) (herein called the "Presumed
                    Consideration" therefor) shall be the consideration
                    (determined as provided in the foregoing paragraph (i)) that
                    would be received or receivable by the Corporation at or
                    before the actual issue of such shares of Common Stock so
                    deemed to be issued, if all rights, options and conversion
                    privileges necessary to effect the actual issue of the
                    number of shares deemed to have been issued had been
                    exercised (successively exercised in the case of rights or
                    options to purchase Convertible Securities), and the minimum
                    consideration received or receivable by the Corporation upon
                    such exercise had been received; all computed without regard
                    to the possible future effect of anti-dilution provisions on
                    such rights, options and/or conversion privileges.

               (f) Determination by the Board of Directors. All determinations
          by the Board of Directors of the Corporation under the provisions of
          this Section D(v) shall be made in good faith with due regard to the
          interests of the holders of shares of Series A Preferred Stock and the
          holders of other securities of the Corporation and in accordance with
          good financial practice, and all valuations made by the Board of
          Directors of the Corporation under the terms of this Section D(v) must
          be made with due regard to any market quotations of securities
          involved in, or related to, the subject of such valuation.

               For all purposes of this Section D(v), unless the context
          otherwise requires, the following terms have the following respective
          meanings:

               "Common Stock": (i) the Corporation's issued and outstanding
          Common Stock as of the date of the filing of this Certificate of
          Designations, (ii) securities issuable upon conversion of the Series A
          Preferred Stock and (iii) stock of the Corporation of any class
          hereafter authorized that ranks, or is entitled to a participation, as
          to assets or dividends, substantially on a parity with Common Stock.

               "Corporation": Novitron International, Inc., a Delaware
          corporation, and any other corporation assuming the Corporation's
          obligations with respect to the Series A Preferred Stock pursuant to
          this Section D(v).

                                      -11-

<PAGE>

               "Convertible Securities": the meaning specified in Section
          D(v)(e)(1).

               "Series A Current Price": initially shall mean the Series A
          Stated Value divided by the Series A Conversion Rate and shall be
          adjusted each time there is an adjustment in the Series A Conversion
          Rate to equal the quotient of the Series A Stated Value divided by the
          new Series A Conversion Rate.

               "Excluded Securities": (i) up to 155,725 shares of Common Stock
          issuable upon exercise of the outstanding stock options issued
          pursuant to the 1991 Stock Option Plan, the 1991 Directors' Stock
          Option Plan and the 2002 Incentive and Stock Option Plan, (ii) up to
          220,000 additional shares of Common Stock reserved for issuance
          pursuant to the 2002 Incentive and Stock Option Plan and (iii) shares
          of Common Stock issuable upon conversion of the Series A Preferred
          Stock.

               "Presumed Consideration": the meaning specified in Section
          D(v)(e)(6).

          (vi) Notice to Holders. In the event the Corporation shall propose to
     take any action of the types described in Section D(v)(b) or Section
     D(v)(c), the Corporation shall give notice to each holder of shares of
     Series A Preferred Stock, which notice shall specify the record date, if
     any, with respect to any such action and the date on which such action is
     to take place. Such notice shall also set forth such facts with respect
     thereto as shall be reasonably necessary to indicate the effect of such
     action (to the extent such effect may be known at the date of such notice)
     on the Series A Conversion Rate and the number, kind or class of shares or
     other securities or property which shall be deliverable or purchasable upon
     the occurrence of such action or deliverable upon conversion of the shares
     of Series A Preferred Stock. In the case of any action that would require
     the fixing of a record date, such notice shall be given at least ten days
     prior to the date so fixed, and in case of all other action, such notice
     shall be given at least ten days prior to the taking of such proposed
     action.

          (vii) Shares Free and Clear. All shares of Common Stock issued in
     connection with the conversion provisions set forth herein shall be, upon
     issuance by the Corporation, validly issued, fully paid and nonassessable
     and free from all taxes, liens or charges with respect thereto created or
     imposed by the Corporation.

          (viii) Other Adjustments.

               (a) If any event occurs of the type contemplated by the
          provisions of Section D(v) but not expressly provided for by such
          provisions, the Board of Directors will make appropriate adjustments
          to the terms and conditions of the shares of Series A Preferred Stock
          or the Series A Conversion Rate as may be necessary fully to carry out
          the adjustments contemplated by Section D(v) hereof.

               (b) The Corporation will not, by amendment of its Certificate of
          Incorporation or Bylaws or through any reorganization, transfer of
          assets, reclassification, merger, dissolution, issue or sale of
          securities or otherwise, avoid or seek to avoid the observance or
          performance of any of the terms to be observed or performed by the
          Corporation hereunder but will at all times in good faith assist in
          the carrying out of all the provisions hereof and in the taking of all
          such

                                      -12-

<PAGE>

          actions as may be necessary or appropriate in order to protect the
          rights of the holders of the shares of Series A Preferred Stock
          against impairment.

          (ix) Certificate as to Adjustments. Upon the occurrence of each
     adjustment or readjustment of the Series A Conversion Rate for any share
     pursuant to Section D hereof, the Corporation at its expense shall promptly
     compute such adjustment or readjustment in accordance with the terms hereof
     and furnish to each holder of shares of Series A Preferred Stock a
     certificate setting forth such adjustment or readjustment and showing in
     detail the facts upon which such adjustment or readjustment is based. The
     Corporation shall, upon the written request at any time of any holder of
     the shares of Series A Preferred Stock, furnish or cause to be furnished to
     such holder a like certificate setting forth (a) such adjustments and
     readjustments, (b) the Series A Conversion Rate at that time in effect, and
     (c) the number of shares of Common Stock and the amount, if any, of other
     property which at the time would be received upon the conversion of the
     shares of Series A Preferred Stock. The Corporation shall file a like
     certificate among its permanent records and at all reasonable times during
     business hours shall permit inspection of such certificate by any holder of
     shares of Series A Preferred Stock requesting such inspection.

          (x) Common Stock Reserved. From and after the Stockholder Approval
     Date, the Corporation shall reserve and keep available out of its
     authorized but unissued shares of Common Stock such number of shares of
     Common Stock as shall from time to time be sufficient to effect conversion
     of the shares of Series A Preferred Stock.

E.   Liquidation Preference.

          (i) Distributions to Holders of Series A Preferred Stock. In the event
     of any Liquidation Event, the holders of Series A Preferred Stock shall be
     entitled to receive, prior and in preference to any distribution of any of
     the assets of the Corporation to the holders of shares of any other capital
     stock of the Corporation (including, without limitation, the Common Stock),
     an amount (the "Series A Liquidation Amount") per share of Series A
     Preferred Stock equal to the sum of (A) the Series A Stated Value (as
     adjusted for any subsequent stock splits, stock dividends,
     recapitalizations or the like) and (B) an amount equal to accrued but
     unpaid dividends (whether or not declared) on such share of Series A
     Preferred Stock. If, upon any such Liquidation Event, the net assets of the
     Corporation distributable among the holders of all outstanding shares of
     Series A Preferred Stock shall be insufficient to permit the payment in
     full of the Series A Liquidation Amount with respect to each such
     outstanding share of Series A Preferred Stock, then the entire net assets
     of the Corporation shall be distributed among the holders of the Series A
     Preferred Stock pro rata per share.

          (ii) Remaining Assets Available for Distribution. Upon the completion
     of the distribution of the Series A Liquidation Amount with respect to each
     share of Series A Preferred Stock required by Section E(i) above, the
     remaining assets of the Corporation available for distribution to
     stockholders shall be distributed ratably among the holders of Common Stock
     pro rata per share.

          (iii) Definition of "Liquidation Event". A "Liquidation Event" shall
     mean the occurrence of either of the following: (A) the liquidation,
     dissolution or winding up of the Corporation, whether voluntary or
     involuntary, or (B) a Change in Control Event.

                                      -13-

<PAGE>

          (iv) Notice of Liquidation Event. The Corporation will mail written
     notice of such Liquidation Event, not fewer than ten days prior to the
     payment date stated therein, to each record holder of shares of Series A
     Preferred Stock. The purchase or redemption by the Corporation of stock of
     any class, in any manner permitted by law, shall not for the purpose of
     this Section E be regarded as a Liquidation Event.

          (v) Definition of "Change in Control Event". A "Change of Control
     Event" shall mean (A) the acquisition of the Corporation by another entity
     or person by means of any transaction or series of related transactions
     (including, without limitation, any reorganization, merger or
     consolidation) unless the stockholders of the Corporation immediately prior
     to any such transaction or series of related transactions are holders of at
     least a majority of the voting securities of the surviving or acquiring
     entity immediately thereafter (and for purposes of this calculation equity
     securities that any stockholder of the Corporation owned immediately prior
     to such transaction or series of related transactions as a stockholder of
     another party to the transaction or series of related transactions shall be
     disregarded); or (B) a sale, lease or other disposition of all or
     substantially all of the assets of the Corporation.

F.   Redemption.

     Shares of Series A Preferred Stock shall not be redeemable by the
Corporation without the consent of the holders of such shares of Series A
Preferred Stock.

G.   Miscellaneous.

          (i) Registration of Transfer. The Corporation shall keep at its
     principal office a register for the registration of shares of Series A
     Preferred Stock. Upon the surrender at its principal office of any
     certificate representing shares of Series A Preferred Stock, the
     Corporation shall, at the request of the record holder of such certificate,
     execute and deliver (at the Corporation's expense) a new certificate or
     certificates in exchange therefor representing in the aggregate the number
     of shares represented by the surrendered certificate. Each such new
     certificate will be registered in such name and will represent such number
     of shares as is requested by the holder of the surrendered certificate and
     will be substantially identical in form to the surrendered certificate.

          (ii) Replacement. Upon receipt of evidence, and an agreement to
     indemnify reasonably satisfactory to the Corporation (an affidavit of the
     registered holder, without bond, will be satisfactory), of the ownership
     and the loss, theft, destruction or mutilation of any certificate
     evidencing one or more shares of Series A Preferred Stock, the Corporation
     will (at its expense) execute and deliver in lieu of such certificate a new
     certificate representing the number of shares represented by such lost,
     stolen, destroyed or mutilated certificate.

          (iii) Amendment and Waiver. No amendment, modification or waiver of
     any of the terms of this Certificate of Designations will be binding or
     effective without the prior written consent of holders of at least 75% of
     the shares of Series A Preferred Stock outstanding at the time such action
     is taken.

          (iv) Notices. All notices referred to herein, except as otherwise
     expressly provided, will be hand delivered or made by registered or
     certified mail, return receipt

                                      -14-

<PAGE>

     requested, postage prepaid, or by overnight courier, telefax and will be
     deemed to have been given when so hand delivered or mailed or confirmed as
     received by telefax.

                            [SIGNATURE PAGE FOLLOWS]

                                      -15-

<PAGE>

     IN WITNESS WHEREOF, said Novitron International, Inc. has caused this
Certificate of Designations to be duly executed by its Chairman of the Board and
Chief Executive Officer, this 28th day of April, 2003.

                                             NOVITRON INTERNATIONAL, INC.


                                             By: /s/ Israel M. Stein
                                                 -------------------------------
                                                 Israel M. Stein
                                                 Chairman of the Board and Chief
                                                 Executive Officer