EXHIBIT 3.3

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                 SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                       OF
                               AURA SYSTEMS, INC.

                (Pursuant to Section 151 of the Delaware General
                                Corporation Law)


     AURA  SYSTEMS,  INC.,  a  Delaware  corporation  (the  "Company"),   hereby
certifies that the following resolution was adopted by the Board of Directors of
the Company:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the  Board of  Directors  of the  Company  (the  "Board  of  Directors")  by the
provisions of the Certificate of  Incorporation  of the Company,  as amended and
supplemented (the "Certificate of Incorporation"),  there is hereby created, out
of the 10,000,000  shares of Preferred Stock, par value $0.005 per share, of the
Company  authorized  and unissued  pursuant to Article IV of the  Certificate of
Incorporation  (the  "Preferred   Stock"),  a  series  of  the  preferred  stock
consisting of 1,500,000  shares,  which series shall have the following  powers,
designations,  preferences  and  relative,  optional  or other  rights,  and the
following  qualifications,  limitations  and  restrictions  (in  addition to any
powers,  designations,  preferences and relative,  optional or other rights, and
any qualifications,  limitations and restrictions,  set forth in the Certificate
of Incorporation which are applicable to the Preferred Stock):

     Section 1.  Designation of Amount.  The 1,500,000 shares of Preferred Stock
shall be designated the "Series A Convertible  Redeemable  Preferred Stock" (the
"Series A Preferred  Stock") and the  authorized  number of shares  constituting
such series shall be 1,500,000.

     Section 2. Certain Definitions.  Unless the context otherwise requires, the
terms defined in this Section 2 shall have, for all purposes of this resolution,
the meanings  specified  (with terms defined in the singular  having  comparable
meanings when used in the plural).

     "Additional Securities" shall have the meaning set forth in Section 3(c).

     "Board of Directors" shall have the meaning set forth in the preamble.

     "Business  Day" shall mean a day other  than a  Saturday,  Sunday or day on
which  banking  institutions  in New York are  authorized  or required to remain
closed.

     "Certificate  of  Incorporation"  shall have the  meaning  set forth in the
preamble.

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     "Closing  Price"  shall mean with  respect to any  security  on any date of
determination  (i) the  closing  sale  price (or,  if no  closing  sale price is
reported,  the last reported  sale price) of such security  (regular way) on the
New York Stock  Exchange on such date,  (ii) if such  security is not listed for
trading on the New York Stock  Exchange  on any such date,  as  reported  in the
composite  transactions for the principal United States  securities  exchange on
which such  security is so listed,  (iii) if such security is not so listed on a
United  States  national or  regional  securities  exchange,  as reported by the
NASDAQ Stock Market,  (iv) if such security is not so reported,  the last quoted
bid price for such  security in the  over-the-counter  market as reported by the
National  Quotation Bureau or similar  organization,  or (v) if such security is
not so quoted,  the average of the  mid-point of the last bid and ask prices for
such  security  from each of at least  three  nationally  recognized  investment
banking firms selected by the Company for such purpose.

     "Common Stock" shall mean the Company's  common stock, par value $0.005 per
share.

     "Common  Stock  Value"  shall mean the  arithmetic  average of the  Current
Market Value of the Common Stock for the  ten-Trading  Day period  preceding the
related record date for such dividend  (appropriately adjusted in such manner as
the Board of Directors in good faith deems  appropriate to take into account any
stock dividend on the Common Stock, or any  subdivision,  split,  combination or
reclassification of the Common Stock that occurs).

     "Conversion  Date"  shall  have the  meaning  set forth in  Sections  8(f).
"Conversion Price" shall have the meaning set forth in Section 8(c).

     "Converted  Common  Stock" shall mean shares of Common Stock  received upon
conversion of Series A Preferred Stock.

     "Current  Market  Value"  of  the  Common  Stock  shall  mean  the  average
volume-weighted  daily  closing price of the Common Stock as reported on the OTC
Bulletin  Board or the  closing  price on such other  SEC-recognized  securities
exchange or trading  system  which the  Company may from time to time  designate
upon which the  greatest  number of shares of the Common Stock is then listed or
traded, for the Trading Day in question.

     "Dividend Rate" shall mean 5% per annum.  "Dividend Stock Price" shall have
the meaning set forth in Section 3(c).

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     "Exercise Period" shall have the meaning set forth in Section 6(a).

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     "Initial  Issue Date" shall mean the date that shares of Series A Preferred
Stock are first issued by the Company.

     "Junior   Stock"  shall  have  the  meaning  set  forth  in  Section  3(e).

     "Liquidation  Preference"  shall have the  meaning  set forth in Section 4.

     "Mandatory  Conversion  Date"  shall have the  meaning set forth in Section
8(a).

     "Optional  Redemption  Date"  shall have the  meaning  set forth in Section
5(a).

     "Optional  Redemption  Price"  shall have the  meaning set forth in Section
5(a).

     "Original Issuance Date" shall mean, with respect to any shares of Series A
Preferred  Stock,  the date of  issuance  of such  shares or, if such shares are
Additional  Securities,  the  applicable  dividend  payment  date on  which  the
Additional Securities are issued.

     "Parity Stock" shall have the meaning set forth in Section 3(e).

     "Person"  shall  mean any  individual,  partnership,  corporation,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
unincorporated  organization,  government  or  agency or  political  subdivision
thereof, or other entity.

     "Preferred Stock" shall have the meaning set forth in the preamble. "Senior
Stock" shall have the meaning set forth in Section 4. "Series A Preferred Stock"
shall have the meaning set forth in Section 1.

     "Trading  Day" shall mean a business day on which the  applicable  security
(a) is not  suspended  from  trading  on any  national  or  regional  securities
exchange or association or over-the-counter  market at the close of business and
(b) has traded at least once on the national or regional  securities exchange or
association  or  over-the-counter  market  that is the  primary  market  for the
trading of such security.

     "Voting  Stock" of any Person  shall mean the capital  stock of such Person
that is at the time  entitled to vote in the  election of the board of directors
of such Person.

     Sections. Dividends.

     (a) The holders of the outstanding shares of Series A Preferred Stock shall
be entitled to receive,  when,  as and if declared by the Board of Directors out
of  funds of the  Company  legally  available  therefor,  cumulative  dividends,
accumulating  at the  Dividend  Rate from the  Original  Issuance  Date for such
shares  through and  including the date on which such  dividends  are paid.  The
amount  of any  dividends  per share of  Series A  Preferred  Stock for any full
quarterly  period shall be computed by  multiplying  the Dividend  Rate for such
quarterly


<PAGE>


dividend period by the Liquidation  Preference per share and dividing the result
by four.  Dividends  payable on the shares of Series A  Preferred  Stock for any
period less than a full quarterly dividend period shall be computed on the basis
of a 360-day year of twelve  30-day months and the actual number of days elapsed
for any period less than one month.

     (b)  Dividends  shall be  payable  in  arrears  on the first day of each of
March, June,  September and December,  commencing on September 1, 2003; provided
that:  (i) if any such payment date is not a Business  Day,  then such  dividend
shall be payable  on the next  Business  Day,  and (ii)  accumulated  and unpaid
dividends  for any prior  quarterly  period  may be paid at any time.  Dividends
shall  accumulate  on shares of Series A  Preferred  Stock from  their  Original
Issuance Date and be cumulative whether or not earned or declared and whether or
not there are profits,  surplus or other funds of the Company legally  available
for the payment of dividends. Each such dividend shall be paid to the holders of
record  of the  Series A  Preferred  Stock as they  shall  appear  on the  stock
register of the Company on such record date, not exceeding 45 days nor less than
10 days  preceding any dividend  payment date, as shall be fixed by the Board of
Directors of the Company or a duly authorized committee thereof.

     (c) On any  dividend  payment  date the Company may elect to pay  dividends
provided for in Section 3(a) hereof on such Series A Preferred  Stock either (i)
in cash, out of funds legally available  therefor,  (ii) through the issuance of
shares ("Additional  Securities") of Common Stock or (iii) in any combination of
the  foregoing.  The  number of  Additional  Securities  that are  issued to the
holders of the Series A  Preferred  Stock under this  paragraph  (c) will be the
number obtained by dividing (i) the total dollar amount of cumulative  dividends
due and payable on the applicable  dividend  payment date which is to be paid in
shares of Common Stock by (ii) an amount equal to 95% of the Common Stock Value;
provided, that if any dividend payable in shares of Common Stock would otherwise
require the issuance of a fractional share (after aggregating all shares payable
to each holder of Series A Preferred  Stock),  the Company shall not be required
to issue a fractional  share of Common Stock and, in lieu thereof,  shall pay an
amount in cash equal to the Common  Stock  Value  multiplied  by such  fraction;
provided  further,  that if the cash to be paid for such fractional  share is an
amount less than $1.00, the Company shall not be obligated to pay such amount.

     (d) Holders of shares of the Series A Preferred  Stock shall be entitled to
full cumulative  dividends,  as herein provided, on the Series A Preferred Stock
and no  additional  amounts.  No interest,  or sum of money in lieu of interest,
shall be payable in respect of any dividend  payment or payments on the Series A
Preferred Stock that may be in arrears.

     (e) If  dividends  are not paid in full,  or  declared in full and sums set
apart for the payment  thereof,  upon the shares of Series A Preferred Stock and
the  shares of any other  series of  Preferred  Stock  ranking on a parity as to
dividends  with the Series A Preferred  Stock  ("Parity  Stock"),  all dividends
declared upon shares of Series A Preferred Stock and upon all Parity Stock shall
be paid or declared pro rata so that, in all cases, the amount of dividends paid
or  declared  per share on the Series A Preferred  Stock and such  Parity  Stock
shall  bear to each  other the same  ratio  that  unpaid  dividends  per  share,
including dividends accumulated or in arrears, if any, on the shares of Series A
Preferred  Stock and such  other  shares of Parity  Stock,  bear to each  other.
Unless and until full cumulative dividends on the shares of Series A

<PAGE>

     Preferred Stock in respect of all past quarterly dividend periods have been
paid, and the full amount of dividends on the shares of Series A Preferred Stock
in respect of the then current quarterly  dividend period shall have been or are
contemporaneously  declared in full and sums set aside for the payment  thereof,
(i) no  dividends  shall be paid or  declared  or set aside for payment or other
distribution  upon the Common  Stock,  or any other capital stock of the Company
ranking  junior to the Series A Preferred  Stock as to dividends  (together with
the Common  Stock,  "Junior  Stock"),  other than in shares of, or  warrants  or
rights to acquire.  Junior  Stock;  and (ii) no shares of Junior Stock or Parity
Stock shall be  redeemed,  retired,  purchased  or  otherwise  acquired  for any
consideration  (or any payment made to or  available  for a sinking fund for the
redemption of any such shares) by the Company or any of its subsidiaries (except
by conversion into or exchange for shares of Junior Stock).

     (f) The terms  "accumulated  dividends,"  "accrued  dividends,"  "dividends
accumulated,"  "dividends  accrued" and  "dividends  in arrears,"  whenever used
herein with  reference to shares of Series A Preferred  Stock shall be deemed to
mean an amount  which shall be equal to dividends  thereon at the Dividend  Rate
per share from the date or dates on which such dividends  commence to accumulate
to the end of the then  current  quarterly  dividend  period  for such  Series A
Preferred  Stock (or,  in the case of  redemption,  to the date of  redemption),
whether or not earned or declared  and whether or not assets for the Company are
legally  available  therefor,  and if full  dividends  are not  declared or paid
(whether  in  cash or in  Additional  Securities),  then  such  dividends  shall
cumulate at the  Dividend  Rate,  for each  quarterly  period  during which such
dividends remain unpaid, less the amount of all such dividends paid, or declared
in full and sums  set  aside  for the  payment  thereof,  upon  such  shares  of
Preferred Stock.

     (g)  Notwithstanding  anything  to the  contrary  herein,  in the event any
conversion,  redemption  or  liquidation  occurs  as of a date  other  than on a
dividend  payment date, the holders of Series A Preferred  Stock shall be paid a
pro rata  dividend  equal to the dividend  payable for that  quarterly  dividend
period  multiplied  by a fraction,  the numerator of which is the number of days
that have elapsed since the last dividend  payment date and the  denominator  of
which is the  number  of days in the  quarterly  dividend  period  in which  the
conversion, redemption or liquidation occurs.

     (h)  Immediately  prior  to  authorizing  or  making  any  distribution  in
redemption or  liquidation  with respect to the Series A Preferred  Stock (other
than a  purchase  or  acquisition  of Series A  Preferred  Stock  pursuant  to a
purchase or exchange offer made on the same terms to holders of all  outstanding
Series A Preferred  Stock),  the Board of Directors  shall, to the extent of any
funds legally available  therefor,  declare a dividend on the Series A Preferred
Stock payable on the distribution date in an amount equal to any accumulated and
unpaid dividends on the Series A Preferred Stock as of such date.

     Section  4.  Liquidation  Preference.   In  the  event  of  a  liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary,  the
holders  of Series A  Preferred  Stock then  outstanding  shall be  entitled  to
receive out of the available assets of the Company, after distributions are made
to the holders of any class of capital stock ranking  senior in right of payment
to the Series A Preferred Stock ("Senior Stock"), whether such assets are stated
capital or surplus of any nature,  an amount on such date equal to $10 per share
of Series A Preferred


<PAGE>

     Stock (the "Liquidation Preference") plus the amount of any accumulated and
unpaid dividends as of such date, calculated pursuant to Section 3 herein above.
Such  payment  shall be made  before  any  payment  shall be made or any  assets
distributed  to the  holders of any class or series of the  Common  Stock or any
other class or series of Junior Stock. If upon any such liquidation, dissolution
or winding up of the  Company  the assets of the  Company  are  insufficient  to
permit the payment of the full  preferential  amounts  payable  with  respect to
shares of Series A Preferred  Stock and all other  series of Parity  Stock,  the
holders of then outstanding  shares of Series A Preferred Stock and of all other
series of Parity Stock shall share  equally and ratably in any  distribution  of
assets of the Company in proportion to the full respective  preferential amounts
including accrued and unpaid dividends to which they are entitled.  No merger or
consolidation  of the Company shall be considered a liquidation,  dissolution or
winding up of the Company for purposes of this  Section 4 (unless in  connection
therewith the liquidation of the Company is specifically approved).

     Section 5. Optional Redemption by the Company.

     (a) On or after March 31,  2004,  the  Company  may redeem,  in whole or in
part,  the  Series  A  Preferred  Stock  at a  redemption  price  equal  to  the
Liquidation  Preference plus the amount of any accumulated and unpaid  dividends
(the  "Optional  Redemption  Price") as of such date (the  "Optional  Redemption
Date"):  provided,  that the Company may not exercise  such right of  redemption
unless the Current Market Value of the Company's  Common Stock equals or exceeds
120% of the then prevailing Conversion Price for at least 20 Trading Days in any
consecutive  30-day trading period ending not more than five Business Days prior
to the date  notice  is given to the  holders  of  Series A  Preferred  Stock in
accordance with Section 5(b) below.

     (b) The  Company  shall  mail to all  holders  of  record  of the  Series A
Preferred Stock to be redeemed a notice,  at their  respective  addresses as the
same shall  appear on the books of the Company for such holder,  notifying  such
holder of the  redemption to be effected,  specifying the number of shares to be
redeemed from such holder, specifying the Optional Redemption Date, the Optional
Redemption  Price,  the place at which  payment may be obtained and calling upon
such  holder  to  surrender  to the  Company,  in the  manner  and at the  place
designated,  his, her or its certificate or certificates representing the shares
to be redeemed;

     provided that the Optional  Redemption  Date shall be not less than 10 days
from the date of such notice.  On or after the Optional  Redemption  Date,  each
holder of Series A Preferred Stock to be redeemed shall surrender to the Company
the certificate or certificates  representing  such shares, in the manner and at
the place designated by the Company, and thereupon the Optional Redemption Price
of such  shares  shall be payable in cash to the order of the Person  whose name
appears  on such  certificate  or  certificates  as the owner  thereof  and each
surrendered  certificate  shall be  cancelled.  In the  event  less than all the
shares represented by any such certificate are redeemed, a new certificate shall
be issued representing the unredeemed shares.

     Section 6.  Status of  Redeemed  Shares.  Any shares of Series A  Preferred
Stock  which shall at any time have been  redeemed  pursuant to Section 5 hereof
shall, after such redemption,  have the status of authorized but unissued shares
of Preferred Stock, without designation as to series.


<PAGE>


     Section7. Voting Rights.

     (a) Except as otherwise  provided by applicable  law and in addition to any
voting rights provided by law, the holders of Series A Preferred Stock:

          (i) shall be entitled to vote  together with the holders of the Common
     Stock as a single class on all matters  submitted  for a vote of holders of
     Common Stock;

          (ii) shall have such other  voting  rights as are provided by Delaware
     law; and

          (iii) shall be entitled to receive notice of any stockholders' meeting
     in accordance  with the  Certificate  of  Incorporation  and By-laws of the
     Company.

     (b) Each share of Series A Preferred Stock shall entitle the holder thereof
to cast one vote for each vote that such  holder  would be  entitled to cast had
such holder  converted its Series A Preferred  Stock into shares of Common Stock
as of the  date  immediately  prior  to the  record  date  for  determining  the
stockholders of the Company eligible to vote on any such matter.

     Section 8. Conversion Rights.

     (a)  Mandatory  Conversion by the Company.  Subject to and upon  compliance
with the  provisions  of this Section 8, the Company  shall be entitled,  on any
date  ("Mandatory  Conversion  Date") on or after  March  31,2004,  to cause the
Series  A  Preferred  Stock,  in  whole  or from  time to  time in  part,  to be
automatically  converted into shares of Common Stock; provided, that the Company
may not exercise such right of conversion unless the Current Market Value of the
Company's Common Stock equals or exceeds 120% of the then prevailing  Conversion
Price for at least 20 Trading  Days in any  consecutive  30-day  trading  period
ending the Trading Day prior to the issuance of the press release announcing the
mandatory conversion as discussed below. The number of shares of Common Stock to
which a holder of Series A Preferred  Stock shall be  entitled  upon  conversion
shall be determined by dividing (i) the Liquidation  Preference of such Series A
Preferred  Stock,  plus the amount of any accumulated but unpaid dividends as of
the  Mandatory  Conversion  Date by (ii) the  Conversion  Price in effect at the
close of business on the Mandatory  Conversion  Date  (determined as provided in
this  Section 8). m the event of partial  conversions  of the Series A Preferred
Stock pursuant to this Section 8(a),  the shares of Series A Preferred  Stock to
be  converted  will be  determined  pro  rata or by lot,  as  determined  by the
Company; provided,  however, that the Company may convert all shares of Series A
Preferred  Stock held by holders of fewer than 100 shares of Series A  Preferred
Stock (or by holders that would hold fewer than 100 shares of Series A Preferred
Stock  following  such  conversion)  prior to the Company's  conversion of other
shares of Series A Preferred Stock.

     To exercise the  conversion at the option of the Company  discussed in this
Section 8(a), the Company shall issue a press release announcing such conversion
prior to the opening of business on the first  Trading Day following any date on
which the  conditions  described  in this Section 8(a) are met. The Company will
give notice of such conversion by mail or by publication (with subsequent prompt
notice by mail) to the holders of the Series A Preferred Stock not more

<PAGE>

     than four business days after the date of the press release  announcing the
Company's  intention  to convert the Series A  Preferred  Stock.  Any  Mandatory
Conversion  Date will be a date  selected by the Company which shall be not less
than  thirty  (30) nor more than  sixty  (60)  days  after the date on which the
Company issues such press release.  In addition to any  information  required by
applicable  law or  regulation,  notice of a conversion at the Company's  option
pursuant to this Section 8(a) shall state,  as  appropriate,  (i) the  Mandatory
Conversion  Date,  (ii) the number of shares of Common  Stock to be issued  upon
conversion of each share of Series A Preferred Stock, (iii) the number of shares
of Series A  Preferred  Stock to be  converted  (and,  if fewer  than all of the
shares of Series A Preferred  Stock are to be converted  the number of shares of
Series A Preferred  Stock to be converted  from such holder),  (iv) the place(s)
where the shares of Series A Preferred  Stock are to be surrendered for delivery
of shares of Common Stock and (v) that dividends on the Series A Preferred Stock
to be converted will cease to accrue on the Mandatory Conversion Date.

     (b) Optional Conversion by Holders. Subject to and upon compliance with the
provisions  of this  Section 8, the  holders of the shares of Series A Preferred
Stock shall be entitled,  at their option but subject to there being  sufficient
shares of Common Stock  authorized and reserved  therefor,  at any time prior to
the date fixed for redemption of such shares,  to convert all or any such shares
of  Series A  Preferred  Stock  into a number of fully  paid and  non-assessable
shares of Common Stock  (calculated as to each conversion to the nearest I/100th
of a share).  The number of shares of Common Stock to which a holder of Series A
Preferred  Stock  shall be  entitled  upon  conversion  shall be  determined  by
dividing (i) the Liquidation  Preference of such Series A Preferred Stock,  plus
the amount of any accumulated but unpaid  dividends as of the Conversion Date by
(ii) the  Conversion  Price in effect at the close of business on the Conversion
Date (determined as provided in this Section 8).

     (c) Conversion  Price. The conversion price (the "Conversion  Price") shall
initially be $0.08 per share of Common Stock, subject to adjustment from time to
time in accordance with Section 8(e).

     (d)  Fractions  of Shares.  No  fractional  share of Common  Stock shall be
issued upon  conversion of shares of Series A Preferred  Stock. If more than one
share of Series A Preferred  Stock shall be  surrendered  for  conversion at one
time by the same holder,  the number of full shares of Common Stock to be issued
and which shall be computed  on the basis of the  aggregate  number of shares of
Series A Preferred  Stock so  surrendered.  Instead of any fractional  shares of
Common Stock which would  otherwise be issuable upon conversion of any shares of
Series A Preferred  Stock, the Company shall pay a cash adjustment in respect of
such  fractional  share in an  amount  equal  to the  product  of such  fraction
multiplied by the Closing  Price of one share of Common Stock on the  Conversion
Date.

     (e) Adjustments to Conversion  Price. The Conversion Price shall be subject
to adjustment from time to time as follows:

          (i) Dividends.  Stock Splits and Combinations.  If at any time or from
     time to time after the  Original  Issuance  Date of the Series A  Preferred
     Stock the Company (a) pays a dividend in shares of Common  Stock to holders
     of Common  Stock,  (b) makes a  distribution  in shares of Common  Stock to
     holders of Common Stock, (c) subdivides or splits the outstanding shares of
     Common Stock, (d) combines or reclassifies the outstanding shares of Common
     Stock into a smaller number of shares or (e) issues by  reclassification of
     the  shares of Common  Stock any other  shares of capital  stock,  then the
     Conversion  Price in effect  immediately  prior to that event or the record
     date for that event,  whichever  is  earlier,  will be adjusted so that the
     holder of any shares of Series A Preferred Stock thereafter surrendered for
     conversion will be entitled to receive the number of shares of Common Stock
     or of other securities which the holder would have owned or would have been
     entitled to receive  after the  occurrence  of any of the events  described
     above,  had those shares of Series A Preferred  Stock been  surrendered for
     conversion  immediately  before the  occurrence of that event or the record
     date for that event, whichever is earlier.

          (ii)  Issuance of Rights or Warrants.  For purposes of this  paragraph
     and Section  8(e)(iii),  "Current  Market  Price"  means the average of the
     daily  Current  Market  Value of the  Company's  Common  Stock for the five
     consecutive  Trading Days selected by the Board of Directors  beginning not
     more than 20 Trading  Days  before,  and ending not later than the later of
     (a) the date of the  applicable  event  described in this paragraph and (b)
     the date  immediately  preceding the record date fixed in  connection  with
     that event.  If at any time after the Original  Issuance  Date, the Company
     issues to all holders of Common Stock rights or warrants expiring within 45
     days entitling those holders to subscribe for or purchase Common Stock at a
     price per share less than the Current Market Price,  the  Conversion  Price
     for the Series A Preferred Stock in effect  immediately before the close of
     business  on the  record  date  fixed  for  determination  of  stockholders
     entitled to receive those rights or warrants will be reduced by multiplying
     the  Conversion  Price by a fraction,  the numerator of which is the sum of
     (x) the  number  of  shares of  Common  Stock  outstanding  at the close of
     business on that  record date and (y) the number of shares of Common  Stock
     that the aggregate  offering  price of the total number of shares of Common
     Stock so offered for subscription or purchase would purchase at the Current
     Market Price and the  denominator  of which is the sum of (x) the number of
     shares of Common Stock  outstanding at the close of business on that record
     date and (y) the number of additional shares of Common Stock so offered for
     subscription  or purchase.  For purposes of this 8(e)(ii),  the issuance of
     rights or warrants to subscribe for or purchase securities convertible into
     shares of Common  Stock  will be  deemed  to be the  issuance  of rights or
     warrants to purchase shares of Common Stock into which those securities are
     convertible  at an  aggregate  offering  price  equal  to  the  sum  of the
     aggregate  offering  price of those  securities  and the minimum  aggregate
     amount,  if any, payable upon conversion of those securities into shares of
     Common Stock. This adjustment will be made  successively  whenever any such
     event occurs.

          (iii)  Distribution  of Indebtedness  Securities or Assets.  If at any
     time the Company  distributes  to all holders of Common  Stock,  whether by
     dividend  or in a  merger,  amalgamation  or  consolidation  or  otherwise,
     evidences of indebtedness,  shares of capital stock of any class or series,
     other securities,  cash or assets, other than (i) any capital stock, rights
     or warrants referred to in Sections 8(e)(i) and (ii) above, (ii) a dividend
     payable  exclusively  in  cash,  or  (iii)  other  than  as a  result  of a
     fundamental


<PAGE>


change as described in Section  8(e)(v) below,  the  Conversion  Price in effect
immediately  before  the  close  of  business  on  the  record  date  fixed  for
determination  of  shareholders  entitled to receive that  distribution  will be
reduced by  multiplying  the  Conversion  Price by a fraction,  the numerator of
which is the  Current  Market  Price on that  record  date less the fair  market
value,  as  determined by the Board of Directors,  whose  determination  in good
faith will be  conclusive,  of the portion of those  evidences of  indebtedness,
shares of  capital  stock,  other  securities,  cash and  assets so  distributed
applicable  to one share of Common  Stock  and the  denominator  of which is the
Current Market Price.  This  adjustment will be made  successively  whenever any
such event occurs.

          (iv) Spin-offs.  In respect of a dividend or other distribution to the
     holders of Common Stock of shares of capital  stock of any class or series,
     or similar  equity  interests,  of or  relating  to a  subsidiary  or other
     business  unit  of  the  Company  (a  "spin-off),  the  adjustment  to  the
     conversion  price under Section  8(e)(iii) will occur at the earlier of (i)
     20  Trading  Days after the  effective  date of the  spin-off  and (ii) the
     initial public offering of equity  securities  pertaining to the subsidiary
     or other  business  unit to which the  spin-off  relates,  if that  initial
     public offering is effected  simultaneously with the spin-off. For purposes
     of such a  spin-off,  the  "fair  market  value"  of the  securities  to be
     distributed  to holders of Common  Stock  means the  average of the Current
     Market  Value of those  securities  for the five  consecutive  Trading Days
     selected by the Board of Directors beginning on the first day of trading of
     those  securities  after the  effectiveness  of the spin-off and ending not
     later than 20 Trading Days after  effectiveness of the spin-off.  Also, for
     purposes of a spin-off,  the "Current  Market  Price" of Common Stock means
     the average of the Current  Market  Value of Common Stock for the same five
     consecutive  Trading  Days in  determining  the  fair  market  value of the
     securities  being  distributed  in the spin-off.  If,  however,  an initial
     public offering of the securities  being  distributed in the spin-off is to
     be effected  simultaneously  with the spin-off,  the "fair market value" of
     the securities  being  distributed in the spin-off means the initial public
     offering  price of such  securities,  while the "Current  Market  Price" of
     Common  Stock means the  Current  Market  Value of our Common  Stock on the
     Trading Day on which the initial  public  offering  price of the securities
     being distributed in the spin-off is determined.

          (v) Fundamental Changes. If a fundamental change occurs, the holder of
     each share of Series A Preferred Stock outstanding  immediately before that
     fundamental  change  occurred,  will  have the  right  upon any  subsequent
     conversion  to receive,  but only out of legally  available  funds,  to the
     extent  required by  applicable  law,  the kind and amount of stock,  other
     securities,  cash and assets  that the holder  would have  received if that
     share had been converted  immediately prior to the fundamental  change. For
     purposes  of  this  Section   8(e)(v),   "fundamental   change"  means  any
     transaction or event, including any merger, consolidation,  sale of assets,
     tender or exchange offer,  reclassification,  compulsory  share exchange or
     liquidation,  in which all or substantially  all outstanding  shares of our
     Common Stock are converted into or exchanged for stock,  other  securities,
     cash or assets.

          (vi)  General.  The Company will not be required to give effect to any
     adjustment in the  Conversion  Price unless and until the net effect of one
     or more


<PAGE>

     adjustments,  each of which will be carried  forward until  counted  toward
     adjustment,  will have resulted in a change of the  Conversion  Price by at
     least 1%, and when the cumulative net effect of more than one adjustment so
     determined  will be to change  the  Conversion  Price by at least 1%,  that
     change in the Conversion Price will be given effect.  In the event that, at
     any time as a result  of the  provisions  of this  section,  the  holder of
     Series A Preferred  Stock upon  subsequent  conversion  become  entitled to
     receive any shares of capital stock other than Common Stock,  the number of
     those other shares so receivable  upon conversion of the Series A Preferred
     Stock  will  thereafter  be subject  to  adjustment  from time to time in a
     manner and on terms as nearly  equivalent as  practicable to the provisions
     contained in this section.

          There will be no  adjustment  to the  Conversion  Price in case of the
     issuance  of  any  shares  of  our  stock  in  a  merger,   reorganization,
     acquisition,   reclassification,    recapitalization   or   other   similar
     transaction except as provided in this Section 8(e).

          (f)  Exercise  of  Conversion  Privilege.  In  order to  exercise  the
     optional conversion  privilege discussed in Section 8(b), the holder of any
     share  of  Series  A  Preferred   Stock  shall  surrender  the  certificate
     evidencing  such  share of  Series A  Preferred  Stock,  duly  endorsed  or
     assigned  to the  Company in blank,  at any office or agency of the Company
     maintained  for such purpose,  accompanied by written notice to the Company
     at such  office or agency that the holder  elects to convert  such Series A
     Preferred  Stock  or,  if less  than the  entire  amount  thereof  is to be
     converted,  the portion  thereof to be converted.  Series A Preferred Stock
     shall be deemed to have been  converted  immediately  prior to the close of
     business on the date (the "Conversion Date") of surrender of such shares of
     Series A Preferred  Stock for  conversion in accordance  with the foregoing
     provisions,  and at such time the  rights of the  holder of such  shares of
     Series A Preferred Stock as a holder shall cease, and the Person or Persons
     entitled to receive the Common  Stock  issuable  upon  conversion  shall be
     treated  for all  purposes  as the record  holder or holders of such Common
     Stock as and after such time.  As promptly as  practicable  on or after the
     Conversion Date, the Company shall issue and shall deliver at any office or
     agency of the Company  maintained  for the  surrender of Series A Preferred
     Stock a certificate or certificates for the number of full shares of Common
     Stock  issuable  upon  conversion,  together  with  payment  in lieu of any
     fraction  of a share,  as  provided  in Section  10(d).  In the case of any
     certificate  evidencing  shares  of  Series  A  Preferred  Stock  which  is
     converted in part only,  upon such conversion the Company shall execute and
     deliver  a new  certificate  evidencing  the  number  of shares of Series A
     Preferred Stock that are not converted.

          (g) Notice of Adjustment of Conversion Price.  Whenever the Conversion
     Price is adjusted as herein provided, the Company shall:

               (i) prepare a certificate  signed by the Chief Financial Officer,
          any Vice  President,  the  Treasurer or the  Controller of the Company
          setting forth the adjusted Conversion Price, the method of calculation
          thereof in reasonable  detail and the facts  requiring such adjustment
          and upon which such adjustment is based,  which  certificate  shall be
          conclusive,  final and  binding  evidence  of the  correctness  of the
          adjustment,  and  shall  file  such  certificate  forthwith  with  the
          transfer agent for the shares of Series A Preferred Stock;



<PAGE>


               (ii)  make  a  prompt  public   announcement   stating  that  the
          Conversion  Price has been  adjusted  and setting  forth the  adjusted
          Conversion Price; and

               (iii) no later than 45 days after the end of the Company's fiscal
          quarter  period  during  which the  facts  requiring  such  adjustment
          occurred,  mail a notice  stating that the  Conversion  Price has been
          adjusted,  the facts  requiring  such  adjustment  and upon which such
          adjustment is based and setting forth the adjusted Conversion Price to
          the  holders  of record  of the  outstanding  shares  of the  Series A
          Preferred Stock.

     (h) Notice of  Certain  Corporate  Action.  If at any time while any of the
shares of Series A Preferred Stock are outstanding:

               (i)  the  Company   shall   declare  a  dividend  (or  any  other
          distribution) on the Common Stock, excluding any cash dividends, or

               (ii) the Company  shall  authorize the issuance to all holders of
          the Common  Stock of rights or warrants to  subscribe  for or purchase
          shares  of the  Common  Stock or of any other  subscription  rights or
          warrants, or

               (iii) the Company  shall  authorize any  reclassification  of the
          Common Stock (other than a subdivision,  split or combination thereof)
          or of any  consolidation or merger to which the Company is a party and
          for which  approval  of any  stockholders  of the  Company is required
          (except  for a merger  of the  Company  into  one of its  subsidiaries
          solely for the  purpose of  changing  the  corporate  domicile  of the
          Company to another state of the United  States and in connection  with
          which there is no  substantive  change in the rights or  privileges of
          any  securities  of the  Company  other than  changes  resulting  from
          differences  in the  corporate  statutes  of the state the Company was
          then  domiciled in and the new state of  domicile),  or of the sale or
          transfer of all or substantially all the assets of the Company (except
          to one or more wholly owned subsidiaries);

          then the  Company  shall  cause to be filed at each  office  or agency
          maintained  for the  purpose of  conversion  of the shares of Series A
          Preferred Stock, and shall cause to be mailed to the holders of shares
          of Series A  Preferred  Stock at their  last  addresses  as they shall
          appear on the stock  register,  at least 10  business  days before the
          date  specified  in clause  (A) or (B) below (or the  earlier  of such
          specified dates, in the event that more than one date is specified), a
          notice  stating  (A) the date on which a record is to be taken for the
          purpose  of such  dividend,  distribution,  or  issuance  of rights or
          warrants, or, if a record is not to be taken, the date as of which the
          holders of Common  Stock of record to be  entitled  to such  dividend,
          distribution,  or issuance of rights or warrants are to be determined,
          or (B) the date on which  any  such  reclassification,  consolidation,
          merger, sale or transfer is expected to become effective, and the date
          as of which it is  expected  that  holders  of Common  Stock of record
          shall be entitled to exchange  their  Common Stock for  securities  or
          other  property  (including  cash),  if  any,  deliverable  upon  such
          reclassification, consolidation, merger, sale or transfer. The failure
          to give or receive the notice  required by this  Section  10(h) or any
          defect  therein  shall not affect the legality or validity of any such
          dividend,  distribution,  issuance  of any right or  warrant  or other
          action.

<PAGE>

               (i) Company to Reserve Common Stock.  From and at all times after
          such time,  if any,  as there has been a  sufficient  increase  in the
          number of authorized shares or a sufficient  decrease in the number of
          outstanding  shares of Common  Stock to enable  the  Company  to issue
          Common Stock upon  conversion of all of the Series A Preferred  Stock,
          Company shall reserve and keep available, free from preemptive rights,
          out of the authorized  but unissued  Common Stock or out of the Common
          Stock held in treasury, for the purpose of effecting the conversion of
          Series A Preferred  Stock,  the full number of shares of Common  Stock
          then issuable upon the conversion of all outstanding  shares of Series
          A  Preferred  Stock.  Before  taking  any action  that would  cause an
          adjustment  reducing the conversion price below the then par value (if
          any) of the shares of Common Stock  deliverable upon conversion of the
          Series A Preferred  Stock,  the Company will take any corporate action
          that,  in the opinion of its  counsel,  is necessary in order that the
          Company may validly  and legally  issue fully paid and  non-assessable
          shares of Common Stock at such adjusted conversion price.

               (j)  Taxes  on  Conversions.  The  Company  will  pay any and all
          original issuance, transfer, stamp and other similar taxes that may be
          payable in respect of the issue or delivery of shares of Common  Stock
          on conversion of Series A Preferred Stock pursuant hereto. The Company
          shall not, however, be required to pay any tax which may be payable in
          respect of any  transfer  involved in the issue and delivery of shares
          of  Common  Stock  in a name  other  than  that of the  holder  of the
          share(s)  of Series A  Preferred  Stock to be  converted,  and no such
          issue or delivery shall be made unless and until the Person requesting
          such issue has paid to the  Company the amount of any such tax, or has
          established to the  satisfaction of the Company that such tax has been
          paid.



                                            (intentionally left blank)

<PAGE>

               IN WITNESS  WHEREOF,  the Company has caused this  Certificate of
          Designation  to be  signed by Neal F.  Meehan,  it's  Chief  Executive
          Officer,  and attested by Michael I. Froch,  its Secretary,  this 25th
          day of March , 2003.





                             By: /s/ Neal F. Meehan
                             ______________________

                             Name: Neal F. Meehan
                             Title: Chairman & Chief Executive Officer



Attested:

By: /s/ Michael I. Froch
   _____________________
   Name: Michael I. Froch
   Title:   Secretary