Exhibit 3.4

                           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 January  28,  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 D Convertible Preferred Stock,
$0.01 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 D of the preferred
         stock,  par value $0.01 per share, of the Corporation is hereby created
         as the Series D 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 D Convertible  Preferred  Stock
(hereinafter the "SERIES D PREFERRED STOCK"). The Series D Preferred Stock shall
rank junior to the Series A Preferred  Stock,  the Series B Preferred Stock, and
the  Series C  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 or the Series C 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 D 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 D 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 D 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 D  Preferred  Stock as  provided  herein
                  (plus  any  other  dividends  or  distributions   declared  or
                  required  to be paid on the  Series D  Preferred  Stock  which
                  remain  unpaid)  for the  period  of  time  elapsed  from  the
                  Original  Issuance  Date to the  date  as of  which  Series  D
                  Accrued  Dividends  are to be computed less an amount equal to
                  all dividends paid on the Series D Preferred Stock during such
                  period.

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

         Section 3.  DIVIDENDS.

                  (a) The holder of each share of Series D 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 D  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 D  Preferred  Stock  shall  rank  junior  to the  Series A
Preferred  Stock,  Series B  Preferred  Stock and Series C  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 D Accrued Dividends.  Dividends shall be
payable to the holders of record of the Series D 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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<PAGE>

                  (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 D 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
D Preferred  Stock under this  paragraph  (b),  each share of Series D Preferred
Stock  shall be deemed to be that  number of shares of Common  Stock  into which
such share of Series D  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 D 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 D  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 D 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 D  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, and Series C 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 D Preferred  Stock) plus any Series
                  D Accrued  Dividends or (ii) the amount such holders  would at
                  such time receive in such  Liquidation  if they  converted the
                  Series D  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  D
                  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 D Preferred Stock shall share ratably in
                  any distribution of the assets of the Corporation based on the

                                      -5-
<PAGE>

                  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
                  D 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 D 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 D 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 D Preferred Stock (the "REDEMPTION DATE"), from each holder
of such  shares of Series D Preferred  Stock,  such shares of Series D Preferred
Stock then  outstanding  and held of record by such holder of Series D 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
D Preferred  Stock),  plus the Series D 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 D 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 D 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 D Preferred  Stock
                           which such holder elects to have redeemed.

                                      -6-
<PAGE>

Within 30 days of the date of such  notice from the  Corporation  each holder of
Series D 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 D
Preferred Stock which such holder elects to have redeemed.

                  (c) If a Redemption Notice is received by the Corporation from
any holder of Series D 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 D Preferred Stock (upon
actual  delivery  to  the  Corporation  or  its  agent  of  the  certificate  or
certificates  representing  the shares of Series D  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 D 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 D 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 D Preferred Stock for which redemption has been
requested.

                  (d) Anything contained herein to the contrary notwithstanding,
the holders of Series D 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 D 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 D 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 D 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 D Preferred Stock being converted by (B) the Series D
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 D Preferred Stock
being  converted,  by surrender of the  certificates  representing the shares of

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<PAGE>

Series D 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 D Preferred Stock in the shares of Common Stock underlying such shares of
Series D 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 D CONVERSION  PRICE" shall be deemed initially to be $0.01 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 D  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 D 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 D 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 D  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 D  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 D Preferred  Stock. If more that one
share of Series D 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 D Preferred  Stock so  surrendered.  Instead of any  fractional
shared of Common Stock which would  otherwise be issuable upon conversion of any
shares of Series D 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 D 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 D 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 D  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 D 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 D  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,

                                      -9-
<PAGE>

sale or other disposition.  The provisions of Section 7 and this Section 8 shall
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 D 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 D  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 D 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 D 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 D 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 D  Preferred

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<PAGE>

                           Stock. In the event any action requires the fixing of
                           a Record Date, such notice shall be given at least 10
                           days  prior 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 D 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 D Preferred  Stock
                           sufficient  shares to provide for the  conversion  of
                           all  outstanding  shares of Series D Preferred  Stock
                           and all shares of Series D Preferred  Stock  issuable
                           upon the  exercise  of any  option,  warrant or other
                           security  which is  convertible  into or  exercisable
                           into shares of Series D 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 ______ day of March, 2002.

                                    CELERITY SYSTEMS, INC.



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


By:______________________________
Name:_____________________________
Title:  Secretary

                                      -11-