<PAGE>

                                                                        Exh. 3.3

            Certificate of Voting Powers, Designations, Preferences,
                Limitations, Restrictions and Relative Rights of

                     SERIES "A" CONVERTIBLE PREFERRED STOCK

         1. Number of Shares. The series of Preferred Stock designated and known
as "Series A Convertible Preferred Stock" shall consist of 1,000,000 shares.

         2. Voting.

                  2A. General. Except as may be otherwise provided in these
terms of the Series A Convertible Preferred Stock or by law, the Series A
Convertible Preferred Stock shall vote together with all other classes and
series of stock of the Corporation as a single class on all actions to be taken
by the stockholders of the Corporation. Each share of Series A Convertible
Preferred Stock shall entitle the holder thereof to such number of votes per
share on each such action as shall equal the number of shares of Common Stock
(including fractions of a share) into which each share of Series A Convertible
Preferred Stock is then convertible.

         3. Dividends. The holders of the Series A Convertible Preferred Stock
shall be entitled to receive annual dividends at the rate per annum of $0.20 per
share ("Series A Dividend"). The Series A Dividend shall accrue and be payable
to the holder of record of each such share on May 1st in each year that such
share is outstanding (the "Record Date") not later than ten (10) days after the
Record Date (the "Dividend Payment Date"). The Series A Dividend shall be paid
solely by issuance of additional shares of Series A Preferred, valued at the
Fair Market Value (as defined herein), or by issuance of shares of the Common
Stock, par value $.001, at the Current Market Value if sufficient shares of
Series A Preferred are not available. For purposes of this designation, the Fair
Market Value of a share of Series A Preferred shall be the Current Market Value
of the number of shares of Common Stock into which a shares of Series A
preferred Stock may be converted on the Record Date pursuant to section 6 of
this Designation. The Current Market Value of the Common Stock shall be
determined as follows: (i) if the Common Stock is then traded on an Exchange or
the Nasdaq National Market, the average of the last sale prices reported on each
of the ten (10) trading days preceding the Record Date, (ii) if the Common Stock
is traded in the Nasdaq Small Cap Market, Nasdaq OTC Bulletin Board or other
over-the-counter market, the average of the last reported bid and asked
quotations on each of the ten (10) trading days preceding the Record Date, and
(iii) if neither (i) nor (ii) applies, as determined in good faith by the
Company's Board of Directors.

         4. Liquidation. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of
Series A Convertible Preferred Stock shall first be entitled, before any
distribution or payment is made upon the Common Stock or any other stock ranking
on liquidation junior to the Series A Convertible Preferred Stock, to be paid an
amount equal to $2.00 per share plus, in the case of each share, an amount equal
to all dividends accrued but unpaid thereon, such amount payable with respect to
one share of Series A Convertible Preferred Stock being sometimes referred to as
the "Liquidation Preference Payment" and with respect to all shares of Series A



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Convertible Preferred Stock being sometimes referred to as the "Liquidation
Preference Payments". The Liquidation Preference Payments shall be in lieu of
any other payment to the holders of the Series A Convertible Preferred Stock
with respect to liquidation, dissolution or winding up. If upon such
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the assets to be distributed among the holders of Series A
Convertible Preferred Stock shall be insufficient to permit payment in full to
the holders of Series A Convertible Preferred Stock of the Liquidation
Preference Payments, then the entire assets of the Corporation to be so
distributed shall be distributed ratably among the holders of Series A
Convertible Preferred Stock. Notwithstanding the foregoing, in the event that
the amount which would be distributable to the holders of the Series A
Convertible Preferred Stock in liquidation had all such holders converted to
Common Stock prior to the liquidation, is greater than the Liquidation
Preference Payments, then, in lieu of the Liquidation Preference Payments, the
holders of the Series A Convertible Preferred Stock shall receive the amount
which would have been distributable to them as holders of shares of the number
of shares of Common Stock into which the shares of the Series A Convertible
Preferred Stock are then convertible in accordance with section 6 of this
Designation (without taking into account any Liquidation Preference Payments).
Written notice of such liquidation, dissolution or winding up, stating a payment
date, the amount of the Liquidation Preference Payments and the place where said
Liquidation Preference Payments shall be payable, shall be delivered in person,
mailed by certified or registered mail, return receipt requested, or sent by
telecopier or telex, not less than 10 days prior to the payment date stated
therein, to the holders of record of Series A Convertible Preferred Stock, such
notice to be addressed to each such holder at its address as shown by the
records of the Corporation.

         5. Restrictions. At any time when at least 50,000 shares of Series A
Convertible Preferred Stock are outstanding, except where the vote or written
consent of the holders of a greater number of shares of the Corporation is
required by law or by the Articles of Incorporation, and in addition to any
other vote required by law or the Articles of Incorporation, without the
approval of the holders of at least a majority of the then outstanding shares of
Series A Convertible Preferred Stock, given in writing or by vote at a meeting,
consenting or voting (as the case may be) separately as a series, the
Corporation will not:

            5A. Create or authorize the creation of any additional class or
series of shares of stock senior to the Series A Convertible Preferred Stock as
to the distribution of assets on the liquidation, dissolution or winding up of
the Corporation, or increase the authorized amount of any class or series of
shares of stock which ranks senior to the Series A Convertible Preferred Stock
as to the distribution of assets on the liquidation, dissolution or winding up
of the Corporation, or create or authorize any obligation or security
convertible into shares of any class or series of stock if the same ranks senior
to the Series A Convertible Preferred Stock as to the distribution of assets on
the liquidation, dissolution or winding up of the Corporation;

            5B. Alter or change the designations, powers, preferences or rights,
or the qualifications, limitations or restrictions of the Series A Convertible
Preferred Stock.

            5C. Pay any dividend or make any distribution on any shares of stock
other than the Series A Convertible Preferred Stock, except for dividends or
other distributions payable on the Common Stock, unless the dividends specified
in Section 3 above have been declared and paid for the same calendar year.

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<PAGE>


         6. Conversions. The holders of shares of Series A Convertible Preferred
Stock shall have the following conversion rights:

            6A. Right to Convert. Subject to the terms and conditions of this
paragraph 6, the holder of any share or shares of Series A Convertible Preferred
Stock shall have the right, at its option at any time, to convert any such
shares of Series A Convertible Preferred Stock (except that upon any liquidation
of the Corporation the right of conversion shall terminate at the close of
business on the business day fixed for payment of the amount distributable on
the Series A Convertible Preferred Stock) into such number of fully paid and
nonassessable shares of Common Stock as is obtained by (i) multiplying the
number of shares of Series A Convertible Preferred Stock so to be converted by
$2.00 and (ii) dividing the result by the conversion price of $0.50 per share
or, in case an adjustment of such price has taken place pursuant to the further
provisions of this paragraph 6, then by the conversion price as last adjusted
and in effect at the date any share or shares of Series A Convertible Preferred
Stock are surrendered for conversion (such price, or such price as last
adjusted, being referred to as the "Conversion Price"). Such rights of
conversion shall be exercised by the holder thereof by giving written notice
that the holder elects to convert a stated number of shares of Series A
Convertible Preferred Stock into Common Stock and by surrender of a certificate
or certificates for the shares so to be converted to the Corporation at its
principal office (or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holders of the Series A
Convertible Preferred Stock) at any time during its usual business hours on the
date set forth in such notice, together with a statement of the name or names
(with address) in which the certificate or certificates for shares of Common
Stock shall be issued.

            6B. Issuance of Certificates; Time Conversion Effected. Promptly
after the receipt of the written notice referred to in subparagraph 6A and
surrender of the certificate or certificates for the share or shares of Series A
Convertible Preferred Stock to be converted, the Corporation shall issue and
deliver, or cause to be issued and delivered, to the holder, registered in such
name or names as such holder may direct, a certificate or certificates for the
number of whole shares of Common Stock issuable upon the conversion of such
share or shares of Series A Convertible Preferred Stock. To the extent permitted
by law, such conversion shall be deemed to have been effected and the Conversion
Price shall be determined as of the close of business on the date on which such
written notice shall have been received by the Corporation and the certificate
or certificates for such share or shares shall have been surrendered as
aforesaid, and at such time the rights of the holder of such share or shares of
Series A Convertible Preferred Stock shall cease, and the person or persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares represented thereby.

            6C. Fractional Shares; Dividends; Partial Conversion. No fractional
shares shall be issued upon conversion of Series A Convertible Preferred Stock
into Common Stock and no payment or adjustment shall be made upon any conversion
on account of any cash dividends on the Common Stock issued upon such


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<PAGE>

conversion. At the time of each conversion, the Corporation shall pay in cash an
amount equal to all dividends, excluding Accruing Dividends, accrued and unpaid
on the shares of Series A Convertible Preferred Stock surrendered for conversion
to the date upon which such conversion is deemed to take place as provided in
subparagraph 6B. In case the number of shares of Series A Convertible Preferred
Stock represented by the certificate or certificates surrendered pursuant to
subparagraph 6A exceeds the number of shares converted, the Corporation shall,
upon such conversion, execute and deliver to the holder, at the expense of the
Corporation, a new certificate or certificates for the number of shares of
Series A Convertible Preferred Stock represented by the certificate or
certificates surrendered which are not to be converted. If any fractional share
of Common Stock would, except for the provisions of the first sentence of this
subparagraph 6C, be delivered upon such conversion, the Corporation, in lieu of
delivering such fractional share, shall pay to the holder surrendering the
Series A Convertible Preferred Stock for conversion an amount in cash equal to
the current market price of such fractional share as determined in good faith by
the Board of Directors of the Corporation.

            6D. Adjustment of Price Upon Issuance of Common Stock. Except as
provided in subparagraph 6E, if and whenever the Corporation shall issue or
sell, or is, in accordance with subparagraphs 6D(1) through 6D(4), deemed to
have issued or sold, any shares of Common Stock in a Qualifying Dilutive
Offering (as defined below) for a consideration per share less than the
Conversion Price in effect immediately prior to the time of such issue or sale,
then, forthwith upon such issue or sale, the Conversion Price shall be reduced
to the price at which the Corporation issued or sold, or is deemed to have
issued or sold, such shares of Common Stock. A Qualifying Dilutive Offering
shall mean any private sale of the Corporation's equity securities, or any
issuance of warrants attached to privately sold debt securities, which occurs on
or before the first anniversary of the final closing of the issuance of the
Series A Convertible Preferred Stock in calendar year 2002, in which the
purchase price paid for the securities is paid solely in cash and is in excess
of $750,000.

         For purposes of this subparagraph 6D, the following subparagraphs 6D(1)
to 6D(7) shall also be applicable:

                6D(1) Issuance of Warrants. In case at any time the Corporation
         shall in any manner grant any warrants for the purchase of Common Stock
         or any stock or security convertible into or exchangeable for Common
         Stock (such convertible or exchangeable stock or securities being
         called "Convertible Securities") whether or not such Warrants or the
         right to convert or exchange any such Convertible Securities are
         immediately exercisable, and the price per share for which Common Stock
         is issuable upon the exercise of such Warrants or upon the conversion
         or exchange of such Convertible Securities (determined by dividing (i)
         the total amount, if any, received or receivable by the Corporation as
         consideration for the granting of such Warrants, plus the minimum
         aggregate amount of additional consideration payable to the Corporation
         upon the exercise of all such Warrants, plus, in the case of such
         Warrants which relate to Convertible Securities, the minimum aggregate
         amount of additional consideration, if any, payable upon the issue or
         sale of such Convertible Securities and upon the conversion or exchange



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<PAGE>

         thereof, by (ii) the total maximum number of shares of Common Stock
         issuable upon the exercise of such Warrants or upon the conversion or
         exchange of all such Convertible Securities issuable upon the exercise
         of such Warrants) shall be less than the Conversion Price in effect
         immediately prior to the time of the granting of such Warrants, then
         the total maximum number of shares of Common Stock issuable upon the
         exercise of such Warrants or upon conversion or exchange of the total
         maximum amount of such Convertible Securities issuable upon the
         exercise of such Warrants shall be deemed to have been issued for such
         price per share as of the date of granting of such Warrants or the
         issuance of such Convertible Securities and thereafter shall be deemed
         to be outstanding. Except as otherwise provided in subparagraph 6D(3),
         no adjustment of the Conversion Price shall be made upon the actual
         issue of such Common Stock or of such Convertible Securities upon
         exercise of such Warrants or upon the actual issue of such Common Stock
         upon conversion or exchange of such Convertible Securities.

                6D(2) Issuance of Convertible Securities. In case the
         Corporation shall in any manner issue or sell any Convertible
         Securities, whether or not the rights to exchange or convert any such
         Convertible Securities are immediately exercisable, and the price per
         share for which Common Stock is issuable upon such conversion or
         exchange (determined by dividing (i) the total amount received or
         receivable by the Corporation as consideration for the issue or sale of
         such Convertible Securities, plus the minimum aggregate amount of
         additional consideration, if any, payable to the Corporation upon the
         conversion or exchange thereof, by (ii) the total maximum number of
         shares of Common Stock issuable upon the conversion or exchange of all
         such Convertible Securities) shall be less than the Conversion Price in
         effect immediately prior to the time of such issue or sale, then the
         total maximum number of shares of Common Stock issuable upon conversion
         or exchange of all such Convertible Securities shall be deemed to have
         been issued for such price per share as of the date of the issue or
         sale of such Convertible Securities and thereafter shall be deemed to
         be outstanding, provided that (a) except as otherwise provided in
         subparagraph 6D(3), no adjustment of the Conversion Price shall be made
         upon the actual issue of such Common Stock upon conversion or exchange
         of such Convertible Securities and (b) if any such issue or sale of
         such Convertible Securities is made upon exercise of any Options to
         purchase any such Convertible Securities for which adjustments of the
         Conversion Price have been or are to be made pursuant to other
         provisions of this subparagraph 6D, no further adjustment of the
         Conversion Price shall be made by reason of such issue or sale.

                6D(3) Change in Option Price or Conversion Rate. Upon the
         happening of any of the following events, namely, if the purchase price
         provided for in any Warrant referred to in subparagraph 6D(1), the
         additional consideration, if any, payable upon the conversion or
         exchange of any Convertible Securities referred to in subparagraph
         6D(1) or 6D(2), or the rate at which Convertible Securities referred to
         in subparagraph 6D(1) or 6D(2) are convertible into or exchangeable for
         Common Stock shall change at any time (including, but not limited to,
         changes under or by reason of provisions designed to protect against
         dilution), the Conversion Price in effect at the time of such event
         shall forthwith be readjusted to the Conversion Price which would have


                                       5

<PAGE>
         been in effect at such time had such Warrants or Convertible Securities
         still outstanding provided for such changed purchase price, additional
         consideration or conversion rate, as the case may be, at the time
         initially granted, issued or sold, but only if as a result of such
         adjustment the Conversion Price then in effect hereunder is thereby
         reduced; and on the termination of any such Warrant or any such right
         to convert or exchange such Convertible Securities, the Conversion
         Price then in effect hereunder shall forthwith be increased to the
         Conversion Price which would have been in effect at the time of such
         termination had such Warrant or Convertible Securities, to the extent
         outstanding immediately prior to such termination, never been issued.

                6D(4) Stock Dividends. In case the Corporation shall declare a
         dividend or make any other distribution upon any stock of the
         Corporation (other than the Common Stock) payable in Common Stock,
         Warrants or Convertible Securities, then any Common Stock, Warrants or
         Convertible Securities, as the case may be, issuable in payment of such
         dividend or distribution shall be deemed to have been issued or sold at
         a price per share equal to $.00001.

                6D(6) Record Date. In case the Corporation shall take a record
         of the holders of its Common Stock for the purpose of entitling them
         (i) to receive a dividend or other distribution payable in Common
         Stock, Warrants or Convertible Securities or (ii) to subscribe for or
         purchase Common Stock, Warrants or Convertible Securities, then such
         record date shall be deemed to be the date of the issue or sale of the
         shares of Common Stock deemed to have been issued or sold upon the
         declaration of such dividend or the making of such other distribution
         or the date of the granting of such right of subscription or purchase,
         as the case may be.

                6D(7) Treasury Shares. The number of shares of Common Stock
         outstanding at any given time shall not include shares owned or held by
         or for the account of the Corporation, and the disposition of any such
         shares shall be considered an issue or sale of Common Stock for the
         purpose of this subparagraph 6D.

            6E. Certain Issues of Common Stock Excepted. Anything herein to the
contrary notwithstanding, the Corporation shall not be required to make any
adjustment of the Conversion Price in the case of the issuance from and after
the date of filing of these terms of the Series A Convertible Preferred Stock of
(i) shares of Common Stock issued upon conversion of the Series A Preferred;
(ii) Common Stock issued to directors, officers, employees or consultants of the
Corporation in connection with their service as directors of the Corporation,
their employment by the Corporation or their retention as consultants by the
Corporation, (iii) shares for which an adjustment is made pursuant to paragraph
6F; (iv) any Common Stock or Convertible Securities issued or issuable upon the
exercise of warrants outstanding prior to the date of filing of this Certificate
of Designation; (v) any securities issued in a registered public offering; (vi)
any securities issued in connection with the merger or consolidation; or (vii)
any securities issued in connection with a joint venture or strategic business
relationship of the Corporation; or (vii) any securities issued in connection
with the acquisition of any assets, stock or other equity interests of a
corporation or other business entity.


                                       6
<PAGE>

            6F. Subdivision or Combination of Common Stock. In case the
Corporation shall at any time subdivide (by any stock split, stock dividend or
otherwise) its outstanding shares of Common Stock into a greater number of
shares, the Conversion Price in effect immediately prior to such subdivision
shall be proportionately reduced, and, conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased. In the case of any such subdivision, no further
adjustment shall be made pursuant to subparagraph 6D(4) by reason thereof.

            6G. Reorganization or Reclassification. If any capital
reorganization or reclassification of the capital stock of the Corporation shall
be effected in such a way that holders of Common Stock shall be entitled to
receive stock, securities or assets with respect to or in exchange for Common
Stock, then, as a condition of such reorganization or reclassification, lawful
and adequate provisions shall be made whereby each holder of a share or shares
of Series A Convertible Preferred Stock shall thereupon have the right to
receive, upon the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock immediately theretofore receivable upon
the conversion of such share or shares of Series A Convertible Preferred Stock,
such shares of stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such Common Stock immediately theretofore
receivable upon such conversion had such reorganization or reclassification not
taken place, and in any such case appropriate provisions shall be made with
respect to the rights and interests of such holder to the end that the
provisions hereof (including without limitation provisions for adjustments of
the Conversion Price) shall thereafter be applicable, as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of such conversion rights.

            6I. Notice of Adjustment. Upon any adjustment of the Conversion
Price, then and in each such case the Corporation shall give written notice
thereof, by delivery in person, certified or registered mail, return receipt
requested, telecopier or telex, addressed to each holder of shares of Series A
Convertible Preferred Stock at the address of such holder as shown on the books
of the Corporation, which notice shall state the Conversion Price resulting from
such adjustment, setting forth in reasonable detail the method upon which such
calculation is based.

            6J. Other Notices. In case at any time:

                (1) the Corporation shall declare any dividend upon its Common
         Stock payable in cash or stock or make any other distribution to the
         holders of its Common Stock;

                (2) the Corporation shall offer for subscription pro rata to the
         holders of its Common Stock any additional shares of stock of any class
         or other rights;

                (3) there shall be any capital reorganization or
         reclassification of the capital stock of the Corporation, or a
         consolidation or merger of the Corporation with or into another entity


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<PAGE>

         or entities where the Corporation is not the survivor of such merger or
         consolidation, or a sale, lease, abandonment, transfer or other
         disposition of all or substantially all its assets; or

                (4) there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by delivery
in person, certified or registered mail, return receipt requested, telecopier or
telex, addressed to each holder of any shares of Series A Convertible Preferred
Stock at the address of such holder as shown on the books of the Corporation,
(a) at least 10 days' prior written notice of the date on which the books of the
Corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in respect
of any such reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding up and (b) in the case of any
such reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding up, at least 10 days' prior written notice
of the date when the same shall take place. Such notice in accordance with the
foregoing clause (a) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto and such notice in accordance with the foregoing
clause (b) shall also specify the date on which the holders of Common Stock
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, disposition, dissolution, liquidation or winding up, as the case may be.

            6K. Stock to be Reserved. The Corporation will at all times reserve
and keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the conversion of Series A Convertible Preferred Stock as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Series A Convertible Preferred
Stock. The Corporation covenants that all shares of Common Stock which shall be
so issued shall be duly and validly issued and fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof, and,
without limiting the generality of the foregoing, the Corporation covenants that
it will from time to time take all such action as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the Conversion Price in effect at the time. The Corporation will take
all such action as may be necessary to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any requirement of any national securities exchange upon which the Common
Stock may be listed. The Corporation will not take any action which results in
any adjustment of the Conversion Price if the total number of shares of Common
Stock issued and issuable after such action upon conversion of the Series A
Convertible Preferred Stock would exceed the total number of shares of Common
Stock then authorized by the Charter.

            6L. No Reissuance of Series A Convertible Preferred Stock. Shares of
Series A Convertible Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued.

                                       8
<PAGE>

            6M. Issue Tax. The issuance of certificates for shares of Common
Stock upon conversion of Series A Convertible Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect thereof,
provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series A Convertible
Preferred Stock which is being converted.

            6N. Closing of Books. The Corporation will at no time close its
transfer books against the transfer of any Series A Convertible Preferred Stock
or of any shares of Common Stock issued or issuable upon the conversion of any
shares of Series A Convertible Preferred Stock in any manner which interferes
with the timely conversion of such Series A Convertible Preferred Stock, except
as may otherwise be required to comply with applicable securities laws.

            6O. Definition of Common Stock. As used in this paragraph 6, the
term "Common Stock" shall mean and include the Corporation's authorized Common
Stock, par value $.01 per share, as constituted on the date of filing of these
terms of the Series A Convertible Preferred Stock, and shall also include any
capital stock of any class of the Corporation thereafter authorized which shall
not be limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; provided that the shares of Common Stock receivable upon conversion
of shares of Series A Convertible Preferred Stock shall include only shares
designated as Common Stock of the Corporation on the date of filing of this
instrument, or in case of any reorganization or reclassification of the
outstanding shares thereof, the stock, securities or assets provided for in
subparagraph 6G.

         7. Redemption.

            7A. The Corporation shall have the right, after two years from the
first issuance of shares of Series A Convertible Preferred Stock and upon the
satisfaction of the Redemption Condition (as defined below), to redeem the
outstanding shares of Series A Convertible Preferred Stock upon written notice
(a "Redemption Notice") to all holders of the Series A Convertible Preferred
Stock at their respective registered addresses fixing a date for such redemption
(the "Redemption Date") which shall be no more than sixty (60) days and no less
than thirty (30) days following the date of the Redemption Notice, at a purchase
price per share (the "Redemption Price") equal to one hundred percent (100%) of
the Liquidation Preference Payment as of the Redemption Date.

            7B. For purposes of paragraph 7A, the Redemption Condition shall be
deemed satisfied on any day after the two year period where the Current Market
Value of the shares of Common Stock for any subsequent ten (10) day period shall
be at least $1.00. For this purpose, the Current Market Value of the Common
Stock shall have the meaning given in Section 3, and the date of the Redemption
Notice shall be deemed the Record Date for purposes of such condition.



                                       9

<PAGE>

            7C. From and after the Redemption Date, holders of the Series A
Convertible Preferred Stock shall cease to be shareholders of the Corporation
and the sole right of holders of such shares shall be to receive the Redemption
Prices as provided herein.

            7D. Notwithstanding the giving of a Redemption Notice, the holders
of the Series A Convertible Preferred Stock shall continue to have the right to
convert their shares of Series A Convertible Preferred Stock into Common Stock,
in accordance with Section 6 hereof, at any time until 5:00 p.m., New York City
time, on the Redemption Date.

            7E. The Corporation shall pay the Redemption Price to each holder of
record of the Series A Convertible Preferred Stock as of the Redemption Date,
provided, however, that as a condition precedent to the Corporation's payment of
the Redemption Price to any holder, such holder shall deliver to the Corporation
the certificate representing the shares of Series A Convertible Preferred Stock
to be redeemed, or, in lieu thereof, satisfactory evidence that such certificate
has been lost or destroyed, together with a bond or surety satisfactory to the
Corporation to protect it against loss should such certificate subsequently be
tendered for redemption.

            7F. The Corporation shall be required to redeem all shares of Series
A Convertible Preferred Stock if it redeems any such shares.






                                       10

<PAGE>


         IN WITNESS WHEREOF, Nesco Industries, Inc. has caused this Certificate
to be signed by Lawrence S. Polan, its Chief Financial Officer, this _____ day
of June, 2002.

                                        NESCO INDUSTRIES, INC.


                                        By:
                                           -------------------------------------
                                           Lawrence S. Polan
                                           Chief Financial Officer











                                       11