Exhibit 3.5

                           CERTIFICATE OF DESIGNATION
                                       OF
                                 PREFERRED STOCK
                                       OF
                             CELERITY SYSTEMS, INC.

      The  undersigned  officers  of  Celerity  Systems,   Inc.,  a  corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware (the  "Corporation"),  do hereby  certify  that,  pursuant to authority
conferred by  Certificate of  Incorporation  of the  Corporation,  as amended to
date,  and  pursuant  to  the  provisions  of  Section  l51(g)  of  the  General
Corporation  Law of the  State  of  Delaware,  the  Board  of  Directors  of the
Corporation,  by Board  approval  on  March  18,  2002,  adopted  the  following
resolution providing for certain powers, designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions thereof, of certain shares of Series E Convertible Preferred Stock,
$0.001 par value:

      "RESOLVED,  that  pursuant to the  authority  vested in the Board of
      Directors  of the  Corporation  and in  accordance  with the General
      Corporation  Law of the State of Delaware and the  provisions of the
      Corporation's  Certificate  of  Incorporation,  a  Series  E of  the
      preferred  stock,  par value $0.001 per share, of the Corporation is
      hereby created as the Series E Convertible Preferred Stock, 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:

                              DESIGNATION OF
                        CONVERTIBLE PREFERRED STOCK

      Section 1. DESIGNATION OF AMOUNT; RANKING. One hundred (100) shares of the
preferred  stock  shall be  designated  Series  E  Convertible  Preferred  Stock
(hereinafter the "SERIES E PREFERRED STOCK"). The Series E Preferred Stock shall
rank junior to the Series A Preferred  Stock,  the Series B Preferred Stock, the
Series C  Preferred  Stock and the  Series D  Preferred  Stock and senior to all
other classes and series of equity securities of the Corporation  (collectively,
the "JUNIOR  STOCK") with respect to dividend  rights,  rights of redemption and
rights of Liquidation (as hereinafter defined).

      Section 2. DEFINITIONS. As used herein, the following terms shall have the
following meanings:

           (a)  "CLOSING"  shall  have  the  meaning  ascribed  thereto  in  the
           Subscription Agreement.

           (b) "COMMON STOCK" shall mean the common stock,  par value $0.001 per
           share, of the Corporation.

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           (c) "EVENT OF BANKRUPTCY"  shall mean any situation under Title 11 of
           the U.S.  Code or any similar  federal or state law for the relief or
           debtors, whereby

                (i)  the Corporation:

                     (A) commences a voluntary case or proceeding;

                     (B) consents to the entry of an order for relief against it
                     in an involuntary case or proceeding;

                     (C) consents to the appointment of a custodian of it or for
                     all or substantially all of its property;

                     (D)  makes a  general  assignment  for the  benefit  of its
                     creditors;

                     (E) files an answer or consent  seeking  reorganization  or
                     relief;  or shall generally not pay its debts as such debts
                     generally   become  due  or  shall  admit  in  writing  its
                     inability to pay its debts generally; or

                (ii) a court of competent jurisdiction enters an order or decree
                that:

                     (A) is for relief against the Corporation as a debtor in an
                     involuntary case or proceeding;

                     (B) appoints a custodian of the  Corporation or a custodian
                     for all or substantially all of its properties; or

                     (C) orders the liquidation of the Corporation;

                and in each  case the order or decree  remains  unstayed  and in
                effect for 60 days.

           (d) "EXCLUDED SECURITIES" shall mean:

                (i) shares of Common Stock issued upon  conversion of the Series
                A  Preferred  Stock,  Series B  Preferred  Stock,  the  Series C
                Preferred Stock or the Series D Preferred Stock;

                (ii) shares of Common Stock or  securities  exercisable  for, or
                exchangable or convertible into, Common Stock, issued as a stock
                dividend  or upon  any  stock  split  or  other  subdivision  or
                combination of the Common Stock; and

                (iii) securities issued pursuant to the anti-dilution  rights of
                any holder of equity securities of the Corporation.


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           (e)  "INITIAL  RATE"  shall  mean  the  rate of 8% per  annum  on the
           Original  Issuance Price (subject to equitable  adjustment to reflect
           stock splits, stock dividends, stock combinations, recapitalizations,
           and like occurrences with respect to the Series E Preferred Stock).

           (f)  "JUNIOR  STOCK"  shall have the  meaning  attributed  thereto in
           Section 1 hereof.

           (g)  "LIQUIDATION"  shall  mean  (i)  any  voluntary  or  involuntary
           liquidation,  dissolution or winding-up of the  Corporation  and (ii)
           any Sale.

           (h) "ORIGINAL  ISSUANCE DATE" shall mean the Closing Date (as defined
           in the Subscription Agreement).

           (i) "ORIGINAL  ISSUANCE PRICE" shall mean $10,000 per share of Series
           E Preferred Stock.

           (j)  "SALE"  shall mean any sale of the  Corporation,  whether by (i)
           sale,  abandonment,   transfer,   lease,  or  deposition  of  all  or
           substantially  all of the properties and assets of the Corporation or
           any subsidiary thereof (other than to any wholly-owned  subsidiary of
           the  Corporation),  (ii) sale,  transfer or other  disposition by the
           Corporation  of its securities  representing  in excess of 50% of the
           common stock equivalent  voting rights of the Corporation (on a fully
           diluted  basis)  other  than  in a  public  offering  or to  existing
           stockholders  of the  Corporation  on a pro  rata  basis  or (ii) the
           merger or consolidation of the Corporation or any subsidiary  thereof
           with or into any other entity or entities (other than a merger of the
           Corporation   with  and  into  a  wholly  owned   subsidiary  of  the
           Corporation or merger of a wholly-owned subsidiary of the Corporation
           with and into the  Coloration,  in each instance with no other change
           in the beneficial ownership of the Corporation).

           (k)  "SERIES E ACCRUED  DIVIDENDS"  shall mean  (whether or not there
           shall have been net profits or net assets of the Corporation  legally
           available  for the payment of  dividends)  that amount which shall be
           equal to  dividends at the full rate fixed for the Series E Preferred
           Stock as provided herein (plus any other  dividends or  distributions
           declared or required to be paid on the Series E Preferred Stock which
           remain  unpaid)  for the  period of time  elapsed  from the  Original
           Issuance Date to the date as of which Series E Accrued  Dividends are
           to be  computed  less an amount  equal to all  dividends  paid on the
           Series E Preferred Stock during such period.

           (l) "SUBSCRIPTION" shall mean the applicable  Subscription  Agreement
           between  the  Corporation  and any holder of the  Series E  Preferred
           Stock.

           (m) "TRIGGER EVENT" shall mean any of the following:

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                (i) a  breach  by  the  Corporation  of  any  representation  or
                warranty within the Subscription  Agreement,  which breach has a
                material   adverse   effect   upon  the   Corporation   and  its
                subsidiaries, taken as a whole;

                (ii) the  Corporation  defaults  in any  material  manner in the
                performance of any covenant  within the  Subscription  Agreement
                which  default is not cured  within  thirty (30) days  following
                written notice thereof;

                (iii) the  Corporation  defaults or fails to make  payments when
                due under any mortgage,  indenture,  or  instrument  under which
                there  may  be  issued  or by  which  there  may be  secured  or
                evidenced any indebtedness for money borrowed by the Corporation
                or any of its  subsidiaries,  which  default  or failure to make
                payments is not cured within the grace  period  provided in such
                indebtedness (a "Payment  Default") and the principal  amount of
                any such indebtedness, together with the principal amount of any
                other such  indebtedness  under  which  there has been a Payment
                Default, aggregate $1,000,000 or more;

                (iv) any Event of Bankruptcy; or

                (v) the Corporation fails to comply with Section 5 hereof.

           (n)  "Trigger  Event Rate" shall mean the rate of 8% per annum on the
           Original  Issuance Price (subject to equitable  adjustment to reflect
           stock splits, stock dividends, stock combinations, recapitalizations,
           and like occurrences with respect to the Series E Preferred Stock).

      Section 3. Dividends.

           (a) The holder of each  share of Series E  Preferred  Stock  shall be
entitled to receive in each fiscal year  preferential  dividends  in cash at the
Initial Rate when and as declared by the Board of Directors of the  Corporation,
out of funds legally available for that purpose;  provided,  however,  that upon
the  occurrence of a Trigger Event and for so long as such Trigger Event remains
in  existence,  the holder of each share of Series E  Preferred  Stock  shall be
entitled  to  receive  in each  fiscal  year  or  portion  thereof  preferential
dividends in cash at the Trigger Event Rate when and as declared by the Board of
Directors of the  Corporation,  out of funds legally  available for the purpose.
Each  share of Series E  Preferred  Stock  shall  rank  junior  to the  Series A
Preferred  Stock,  Series B Preferred  Stock,  Series C Preferred  Stock and the
Series D  Preferred  Stock and  senior to the  Junior  Stock,  with  respect  to
dividends,  and no dividends  shall be declared or paid or set apart for payment
on any share of Junior Stock unless at such time there shall not be any Series E
Accrued  Dividends.  Dividends  shall be payable to the holders of record of the
Series E Preferred  Stock as they appear on the stock ledger of the  Corporation
on  the  date  (a  "Record  Date")  fixed  by  the  Board  of  Directors  of the
Corporation,  which  Record  Date shall not be more than 60 days  preceding  the
relevant  dividend  payment  date and  shall not  precede  the date on which the
resolution fixing such Record Date shall have been adopted.

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           (b) In addition to the dividends set forth in paragraph (a) above, in
the event that the Corporation shall declare a cash dividend on shares of Common
Stock, the holder of each share of Series E Preferred Stock shall be entitled to
receive  a cash  dividend,  simultaneously  with and in an  amount  equal to the
amounts paid to the holder of each share of Common Stock PROVIDED,  HOWEVER that
for the purpose of  calculating  the amounts due per share of Series E Preferred
Stock under this paragraph (b), each share of Series E Preferred  Stock shall be
deemed to be that  number of shares of Common  Stock  into  which  such share of
Series E  Preferred  Stock was  convertible  as of the Record Date fixed for the
determination of the holders of Common Stock entitled to receive such dividends.

           (c) In addition to dividends set forth in paragraph (a) above, in the
event that the  Corporation  shall declare a non-cash  dividend or  distribution
upon its Common Stock including, without limitation, any distribution of capital
stock (other than Common Stock) of the Corporation, stock or other securities of
other  persons,  evidences of  indebtedness  issued by the  Corporation or other
persons  other  assets or options or rights  (excluding  options to purchase and
rights  subscribed  for  Common  Stock or other  securities  of the  Corporation
convertible  into or  exchangeable  for Common  Stock),  the holders of Series E
Preferred  Stock  shall  be  entitled  to a  proportionate  share  of  any  such
distribution  as though  they were the holders of the number of shares of Common
Stock into which their shares of Series E Preferred Stock were convertible as of
the  Record  Date fixed for the  determination  of the  holders of Common  Stock
entitled to receive such distribution.

           (d) All dividends declared upon the Series E Preferred Stock shall be
declared pro rata per share.

           Section 4. LIQUIDATION.

           (a) In the event of any  Liquidation,  the assets of the  Corporation
available for distribution to its stockholders, whether from capital, surplus or
earnings, shall be distributed in the following order of priority:

                     (i) The  holder of each share of Series E  Preferred  Stock
                which  is not  converted  into  Common  Stock on or prior to the
                Liquidation,   shall  be   entitled   to   receive,   after  any
                distribution  to any  holder of any share of Series A  Preferred
                Stock,  Series B Preferred  Stock,  Series C Preferred Stock and
                Series D  Preferred  Stock and prior  and in  preference  to any
                distribution  to any  holder of any share of  Junior  Stock,  an
                amount  per  share  equal  to the  greater  of (i) the  Original
                Issuance Price (subject to equitable adjustment to reflect stock
                splits. stock dividends,  stock combinations,  recapitalizations
                and like  occurrences  with  respect to the  Series E  Preferred
                Stock)  plus any Series E Accrued  Dividends  or (ii) the amount
                such holders would at such time receive in such  Liquidation  if
                they  converted  the Series E Preferred  Stock into Common Stock
                (without any  requirements to so convert).  If the assets of the
                Corporation  available for distribution to the holders of Series
                E Preferred Stock shall be insufficient to permit the payment of
                the full  preferential  amount set forth in this clause (i) then
                the holders of Series E Preferred  Stock shall share  ratably in
                any  distribution of the assets of the Corporation  based on the

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                respective  amounts which would be payable to them in respect of
                the shares held by them upon such distribution  pursuant to this
                clause (i) if all  amounts  payable  on or with  respect to such
                shares were paid in full.

                     (ii)  After  distribution  to the  holders  of the Series E
                Preferred  Stock  of the  full  preferential  amount  set for in
                clause  (i)  above,  the  remaining  assets  of the  Corporation
                available for  distribution,  if any, to the stockholders of the
                Corporation  shall be  distributed  to the  holders of shares of
                Junior Stock pro rata based on their respective shareholdings.

           (b) The Corporation shall mail a written notice of the Liquidation to
each holder of record of shares of Series E Preferred  Stock, at his, her or its
post office address last shown on the records of the Corporation,  not less than
30 days prior to the date on which the  Liquidation  is to be  consummated  (the
"Liquidation Date").  Anything contained herein to the contrary  notwithstanding
the holders of Series E Preferred Stock shall have the right, exercisable at any
time up to the Liquidation  Date, to convert all or any part of such shares into
shares of Common Stock subject to and in accordance with Section 7 hereof.

           Section 5. Redemption.

           (a) In accordance  with Section 5(b) and subject to Section 5(d), the
Corporation  shall  offer to redeem,  to the extent of funds  legally  available
therefor, on the second anniversary of the Original Issuance Date for any shares
of Series E Preferred Stock (the  "Redemption  Date"),  from each holder of such
shares of Series E Preferred Stock, such shares of Series E Preferred Stock then
outstanding and held of record by such holder of Series E Preferred  Stock, at a
per share price  equal to the  Original  Issuance  Price  (subject to  equitable
adjustment  to  reflect  stock  splits,  stock  dividends,  stock  combinations,
recapitalizations,  and like  occurrences with respect to the Series E Preferred
Stock),  plus the  Series  E  Accrued  Dividends,  if any,  through  the date of
redemption (collectively, the "Redemption Price").

           (b) The Corporation shall mail written notice of the redemption offer
to each  holder of record  of  shares  of Series E  Preferred  Stock at his post
office address of last shown on the records of the Corporation, not less than 45
stays nor more than 60 days prior to the Redemption Date, stating:

                (i) the number of shares of Series E Preferred Stock held by the
                holders as of the date of such notice;

                (ii) the Redemption Date and the Redemption Price; and

                (iii) that the holder may surrender to the  Corporation,  in the
                manner  and  at  the  place   designated,   the  certificate  or
                certificates representing any shares of Series E Preferred Stock
                which such holder elects to have redeemed.

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<PAGE>

Within 30 days of the date of such  notice from the  Corporation  each holder of
Series E Preferred Stock may provide  written notice (a "Redemption  Notice") to
the Corporation, stating such holders intention to accept the offer set forth in
the notice  received from the  Corporation  and the number of shares of Series E
Preferred Stock which such holder elects to have redeemed.

           (c) If a Redemption  Notice is received by the  Corporation  from any
holder of Series E Preferred Stock in accordance with paragraph (b) above,  then
on the Redemption Date the Corporation shall pay, to the extent of funds legally
available  therefore,  each such holder of Series E Preferred Stock (upon actual
delivery to the  Corporation  or its agent of the  certificate  or  certificates
representing  the shares of Series E Preferred Stock which such holder elects to
have  redeemed,  as specified in the  Redemption  Notice) the full amount of the
Redemption Price for such shares.  If the funds legally available for redemption
of the Series E Preferred  Stock shall be insufficient to permit the redemption,
at the Redemption Price, of all of the shares for which the holders thereof have
elected to seek  redemption  pursuant to this Section 5(c), then the Corporation
shall,  to the extent funds are or become  legally  available,  redeem shares of
Series E Preferred Stock delivered pursuant to this paragraph pro rata among the
holders who have elected to redeem  shares based upon the total number of shares
of Series E Preferred Stock for which redemption has been requested.

           (d) Anything  contained herein to the contrary  notwithstanding,  the
holders of Series E  preferred  Stock shall have the right,  exercisable  at any
time up to the close of  business on the  Redemption  Date to convert all or any
part of such,  shares into shares of Common Stock;  subject to and in accordance
with Section 7 hereof.

           Section 6. Voting.

           (a) In addition to the rights hereinafter specified in this Section 6
and any other  rights  provided by law or the By-laws of the  Corporation,  each
share of Series E  Preferred  Stock  shall  entitle  the holder  thereof to such
number of votes per share as shall  equal the  number of shares of Common  Stock
(rounded  to the  nearest  whole  number)  which  would  be  obtained  upon  the
conversion  of such share of Series E  Preferred  Stock at the time in  question
(assuming for such purposes that such shares was then  convertible)  as provided
in Section 7 hereof, and shall further entitle the holder thereof to vote on all
matters as to which  holders of Common Stock shall be entitled to vote (with the
number of votes  specified in this Section 6(a)),  together with such holders of
Common  Stock as one class and in the same  manner  and with the same  effect as
such holders of Common Stock.

           Section 7. Conversion.

           (a) (i) From and after the  Original  Issuance  Date,  each holder of
Series E Preferred Stock shall have the right, at such holder's  option,  at any
time or from time to time to convert any of such  shares into such whole  number
of fully  paid  and  nonassessable  shares  of  Common  Stock as is equal to the
quotient  obtained by dividing (A) the Original Issuance Price multiplied by the
number of shares of Series E Preferred Stock being converted by (B) the Series E
Conversion Price (as defined in clause (ii) below), as last adjusted pursuant to
Section 8 hereof and then in effect,  for the shares of Series E Preferred Stock
being  converted,  by surrender of the  certificates  representing the shares of

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Series E Preferred  Stock so to be converted in the manner provided in paragraph
(b) below.

           (ii) For the purpose of  determining  the  interest of the holders of
Series E Preferred Stock in the shares of Common Stock underlying such shares of
Series E Preferred  Stock (whether for the purpose of  determining  the holders'
ratable interest in dividends,  distributions of Liquidation,  voting rights, or
for the purposes of determining  the interest of the holders in Common Stock for
the purposes of the Subscription  Agreement or any agreements  related thereto),
the "Series E Conversion Price" shall be deemed initially to be $0.001 and shall
be subject to adjustment  pursuant to the  provisions  of Section 8 hereof.  All
such conversions may be effected at any time after May 1, 2002.

           (b) Each  holder of shares of Series E Preferred  Stock may  exercise
the  conversion  right  pursuant to paragraph (a) above as to any part hereof by
delivering to the  Corporation  during regular  business hours, at the office of
the  Corporation or any transfer agent of the  Corporation,  the  certificate or
certificates for the shares to be converted,  duly endorsed or assigned in blank
or to the Corporation (if required by it), accompanied by written notice stating
that the holder  elects to convert  such  shares and  stating  the name or names
(with address) in which the certificate or certificates for the shares of Common
Stock are to be issued.  Conversion shall be deemed to have been effected on the
dated when the aforesaid  delivery is made (the "Conversion  Date"). As promptly
as practicable thereafter the Corporation shall issue and deliver to such holder
or upon the  written  order of such  holder,  to the  place  designated  by such
holder,  a  certificate  to which such holder is entitled and a check or cash in
receipt of any  fractional  interest  in a share of Common  Stock as provided in
paragraph (c) below.  The person in whose name the  certificate or  certificates
for  Common  Stock  are to be issued  shall be  deemed  to have  become a Common
Stockholder  of record on the  applicable  Conversion  Date unless the  transfer
books of the  Corporation  are closed on that date,  in which  event such person
shall be  deemed  to have  become a Common  Stock  holder  of record on the next
succeeding date on which the transfer books are open, but the respective  Series
E  Conversion  Price  shall  be that in  effect  on the  Conversion  Date.  Upon
conversion  of only a portion of the number of shares  covered by a  certificate
representing shares of Series E Preferred Stock surrendered for conversion,  the
Corporation  shall issue and deliver to or upon the written  order of the holder
of certificate so surrendered for conversion, at the expense of the Corporation,
a new  certificate  covering  the number of shares of Series E  Preferred  Stock
representing  the unconverted  portion of the certificate so surrendered,  which
new  certificate  shall entitle the holder thereof to dividends on the shares of
Series E  Preferred  Stock  represented  thereby  to the same  extent  as if the
portion of the certificate  theretofore covering such unconverted shares had not
been surrendered for conversion.

           (c) No  fractional  shares of Common  Stock or scrip  shall be issued
upon conversion of shares of Series E Preferred Stock. If more that one share of
Series E Preferred  Stock shall be surrendered for conversion at any one time by
the same  holder,  the  number  of full  shares of Common  Stock  issuable  upon
conversion  thereof  shall be computed on the basis of the  aggregate  number of
shares of Series E Preferred  Stock so  surrendered.  Instead of any  fractional
shared of Common Stock which would  otherwise be issuable upon conversion of any
shares of Series E Preferred Stock the  Corporation  shall pay a cash adjustment
in  respect  of such  fractional  interest  in an amount  equal to the then fair

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market  value (as  determined  in good  faith by the Board of  Directors  of the
Corporation) of a share of Common Stock multiplied by such fractional  interest.
Fractional  interest  shall not be  entitled  to  dividends,  and the holders of
fractional  interests  shall not be  entitled to  dividends,  and the holders of
fractional  interest shall not be entitled to any rights as  stockholders of the
Corporation in respect of such fractional interest.

           (d) Upon  conversion of any shares of Series E Preferred  Stock,  all
accrued  dividends  with  respect  to such  shares  shall  be  forfeited  to the
Corporation.

           (e) Should there be an insufficient  number of shares of Common Stock
available  at the time  shares of the Series E  Preferred  Stock are offered for
conversion,  the  conversion  period shall be extended by an amount equal to the
days elapsed since the Closing. Date.

           Section 8. Adjustments to Conversion Price.

           (a) If, at any time after the Original  Issuance  Date, the number of
shares of Common Stock  outstanding is increased by a stock dividend  payable in
shares of  Common  Stock or by a  subdivision  or  split-up  of shares of Common
Stock, then, following the Record Date fixed for the determination of holders of
Common Stock entitled to receive such stock  dividend,  subdivision of split-up,
the Conversion  Price for such series shall be  appropriately  decreased so that
the number of shares of Common  Stock  issuable on  conversion  of each share of
Series E Preferred  Stock shall be increased in  proportion  to such increase in
outstanding shares.

           (b) If, at any time after the Original  Issuance  Date, the number of
shares  or  Common  Stock  outstanding  is  decreased  by a  combination  of the
outstanding  shares of Common  Stock,  then,  following the Record Date for such
combination,  the  Conversion  Price  for such  series  shall  be  appropriately
increased so that the number of shares of Common Stock issuable on conversion of
each share of Series E Preferred  Stock shall be decreased in proportion to such
decrease in outstanding shares.

           (c) In case,  at any time after the Original  Issuance  Date,  of any
capital reorganization,  or any reclassification of the stock of the Corporation
(other  than a change  in par value or from par value to no par value or from no
pr  value  to par  value  or as a result  of a stock  dividend  or  subdivision,
split-up  or  combination  of  shares)  or the  consolidation  or  merger of the
Corporation  with or into any other person or entity (other than a consolidation
or merger in which the Corporation is the continuing  corporation and which does
not  result  in any  change  in  the  Common  Stock)  or of the  sale  or  other
disposition  of all of  substantially  all  the  properties  and  assets  of the
Corporation  to any other  person or entity,  each  share of Series E  Preferred
Stock shall after such reorganization, reclassification,  consolidation, merger,
sale or other  disposition be convertible  into the kind and number of shares of
stock or other  securities or property of the  Corporation or of the corporation
resulting  from such  consolidation  or  surviving  such merger or to which such
properties  and assets shall have been sold or  otherwise  disposed to which the
holder of the number of shares of Common Stock deliverable (immediately prior to
the time of conversion, me such reorganization, reclassification, consolidation,
merger,  sale or other  disposition)  upon  conversion of such shares would have
been entitled upon such reorganization,  reclassification consolidation, merger,
sale or other disposition.  The provisions of Section 7 and this Section 8 shall

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similarly    apply    to    successive    reorganizations,    reclassifications,
consolidations, mergers, sales or other dispositions.

                (i) All calculations pursuant to this Section 8 shall be made to
                the nearest  one-tenth  (1/10) of a cent.  No  adjustment of the
                Series E  Conversion  Price shall be made in an amount less than
                one-tenth  (1/10)  of a share,  and any such  lesser  adjustment
                shall  be  carried  forward  and  shall  be made at the time and
                together with the next subsequent adjustment which together with
                any  adjustments  so carried  forward  shall amount to one-tenth
                (1/10) of a cent or more.

                (ii) In the event the provisions of this Section 8 shall require
                that an adjustment  shall become effective  immediately  after a
                Record Date for an event,  the  Corporation  may defer until the
                occurrence  of such event (i) issuing to the holder of any share
                of Series E Preferred Stock converted after such Record Date and
                before the  occurrence  of such event the  additional  shares of
                capital  stock  issuable  upon such  conversion by reason of the
                adjustment  required  by such event over and above the shares of
                capital stock issuable upon such conversion before giving effect
                to such adjustment; and (ii) paying to such holder any amount in
                cash in lieu of a fractional  share of capital stock pursuant to
                Section 7(c).

                (iii) Whenever a Conversion  Price shall be adjusted as provided
                in this Section 8, the Corporation  shall forthwith file, at the
                office of Corporation  or any transfer  agent  designated by the
                Corporation  for the  Series E  Preferred  Stock,  a  statement,
                signed  by its chief  financial  officer,  certifying  the facts
                acquiring  such  adjustment  and the  Conversion  Price  then in
                effect.  The  Corporation  shall  also  cause  a  copy  of  such
                statement  to be sent by  first  class  certified  mail,  return
                receipt requested,  postage prepaid,  to each holder of Series E
                Preferred  Stock  at  such  holder's  address  appearing  on the
                Corporation's records. Where appropriate, such copy may be given
                in advance and may be  included as part of a notice  required to
                be mailed under the provisions of paragraph (iv) below.

                (iv) In the  event the  Corporation  shall  propose  to take any
                action  of  the  types  described  in  Section  8(a),  then  the
                Corporation  shall  give  notice  to each  holder  of  Series  E
                Preferred  Stock in the manner set forth in this Section  8(iv),
                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 he known at the
                date of such  notice) on the  Conversion  Price 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 shares of Series E
                Preferred  Stock. In the event any action requires the fixing of
                a Record Date, such notice shall be given at least 10 days prior

                                      -10-
<PAGE>

                to the date so  fixed,  and in case of all other  actions,  such
                notice  shall be given at least 10 days  prior to the  taking of
                any such proposed  action.  Failure to give such notice,  or any
                defect therein, shall not affect the legality or validity of any
                such action.

                (v) The Corporation  shall pay all  documentary,  stamp or other
                transactional  taxes attributable to the issuance or delivery of
                shares of capital stock of the  Corporation  upon  conversion of
                any shares of Series E Preferred Stock.

                (vi) The Corporation shall use commercially  reasonable  efforts
                to reserve,  free from preemptive  rights, out of its authorized
                but  unissued  shares of Common  Stock solely for the purpose of
                effecting  the  conversion  of the shares of Series E  Preferred
                Stock  sufficient  shares to provide for the  conversion  of all
                outstanding shares of Series E Preferred Stock and all shares of
                Series E  Preferred  Stock  issuable  upon the  exercise  of any
                option,  warrant or other security which is convertible  into or
                exercisable into shares of Series E Preferred Stock.

                (vii)  All  shares  of  Common  Stock  which  may be  issued  in
                connection with the conversion  provisions as forth herein will,
                upon issuance by the Corporation,  be validly issued, fully paid
                and nonassessable,  with no personal liability  attaching to the
                ownership  thereof,  and free from all  taxes,  liens or charges
                with respect thereto."

           IN  WITNESS  WHEREOF,   Celerity   Systems,   Inc.  has  caused  this
Certificate  of Designation to be duly executed by its President and attested by
its Secretary as of the 18th day of March, 2002.

                                           CELERITY SYSTEMS, INC.



                                           By:______________________________
                                              Name:    Kenneth D. Van Meter
                                              Title:   President/CEO

ATTEST:


By:______________________________
Name:_____________________________
Title:  Secretary

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