EXHIBIT 10.19         CERTIFICATE OF POWERS, DESIGNATIONS,
                      PREFERENCES AND RIGHTS OF THE SHARES
                            OF THE PREFERRED STOCK OF
                       MAGNITUDE INFORMATION SYSTEMS, INC.

                                To Be Designated
                   SERIES E SENIOR CONVERTIBLE PREFERRED STOCK

      Magnitude   Information   Systems,   Inc.,  a  Delaware  corporation  (the
"Corporation"), in accordance with Section 103 of the General Corporation Law of
the State of Delaware  ("DGCL"),  by its  President,  does hereby  certify  that
during a meeting on November 6, 2003, the Board of Directors of the  Corporation
duly adopted the following resolutions providing for the issuance of a series of
Preferred Stock to be designated  Series E Senior  Convertible  Preferred Stock,
par value $.001, and to consist of 500,000 shares:

            RESOLVED,  that the  Corporation  is hereby  authorized to amend its
            Certificate   of   Incorporation   and  to  file  a  Certificate  of
            Designations  of  Preferred  Stock to provide for 500,000  shares of
            Series  E  Senior  Convertible  Preferred  Stock,  $.001  par  value
            ("Series E Senior Preferred"),  pursuant to the terms and conditions
            set forth in the Certificate of Designations;

            RESOLVED, that the rights,  privileges and limitations of each share
            of Series E Senior Preferred shall be as follows:

      1. Issuance.  The series of Preferred Stock  designated as Series E Senior
Preferred shall consist of 500,000 shares.

      2.  Dividends.  The  holders of said  shares of Series E Senior  Preferred
shall be entitled  to receive  cumulative  dividends  thereon at the rate of six
percent  (6%) per annum,  payable at the time said  shares  are  converted  into
shares of the Common Stock of the  Corporation and when declared by the Board of
Directors,  before any dividend  shall be declared,  set apart for, or paid upon
the Common Stock and any other Preferred Stock of the Corporation.  The Dividend
Rate shall accrue on the Stated Value (the "Stated  Value"),  which Stated Value
shall be noted on the  certificate  issued to the  holder  of each  share of the
Series E Senior  Preferred.  The  dividends  on the  Series E Senior  Preferred,
payable in cash,  shall be cumulative,  so that if the Corporation  fails in any
fiscal year to pay such  dividends  on all the issued and  outstanding  Series E
Senior  Preferred,  such  deficiency in the dividends  shall be fully paid,  but
without  interest,  before any  dividends  shall be paid on or set apart for any
other class of Preferred Stock or the Common Stock.

      3. Priority.  The Series E Senior Preferred shall with respect to dividend
rights  rank prior to all  classes and series of Common  Stock,  the  Cumulative
Preferred  Stock,  and the  Series  A, B, C and D Senior  Convertible  Preferred
Stock,  and,  with respect to  liquidation  rights rank prior to all classes and
series of Common Stock, the Cumulative Preferred Stock, and be on a par with the
Series A, B, C and D Senior Convertible Preferred Stock.

      4.  Voting.  Except as required by the DGCL and as provided in Section (7)
below,  the  holders of said  shares of Series E Senior  Preferred  shall not be
entitled to any voting rights.

      5.  Cancellation.  Shares of  Series E Senior  Preferred  which  have been
issued and  reacquired in any manner,  including  shares  purchased or converted
into Common Stock, exchanged or redeemed,  shall be canceled on the books of the
Corporation and shall not be considered outstanding for any purpose.

      6. Liquidation.  In the event of any liquidation,  dissolution, or winding
up of the affairs of the  Corporation,  whether  voluntary or  otherwise,  after
payment  or  provision  for  payment of the debts and other  liabilities  of the
Corporation,  the holders of the Series E Senior  Preferred shall be entitled to
receive, out of the remaining net assets of the Corporation,  an amount equal to
the Stated  Value of each share of Series E Senior  Preferred  held of record by
such  holder,  payable  in cash or in  shares  of  stock,  securities  or  other


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consideration, the value of which stock, securities or other consideration shall
be fixed by the Board of Directors,  plus the amount of all dividends in arrears
on each such share up to the date  fixed for  distribution,  provided,  however,
that such remaining net assets are sufficient to cover all the before  mentioned
payments  and also  like  payments  to  holders  of  Series A, B, C and D Senior
Preferred,  before any distribution shall be made to the holders of Common Stock
or Cumulative  Preferred  Stock of the  Corporation.  In case such remaining net
assets are insufficient to cover all such payments to holders of Series A, B, C,
D and E Senior Preferred,  the holders of these series shall receive payments on
a pro rata basis.

      7. Cumulative Dividends. During such time as there exist unpaid cumulative
dividends  due on the  Series E Senior  Preferred,  no  reclassification  of the
shares of the  Corporation or capital  reorganization  of the Corporation in any
manner  provided  by law shall be valid  unless (a) the holders of a majority of
all the Series E Senior  Preferred  approve,  and (b)  provision is made for the
payment of the aggregate unpaid cumulative dividends then in arrears.


      8. Conversion. Each share of Series E Senior Preferred shall automatically
convert,  on the date six months  after the date of  issuance  (the  "Conversion
Date") which  Conversion  Date shall be noted on the  certificate  issued to the
holder of each share of the  Series E Senior  Preferred,  into  shares of Common
Stock of the  Corporation  on the basis of one  hundred  (100)  shares of Common
Stock  for 1 share of Series E Senior  Preferred.  The  holder of any  shares of
Series E Senior  Preferred shall  surrender,  as soon as practicable on or after
the Conversion Date, at the principal office of the Corporation or at such other
office or agency maintained by the Corporation for that purpose, the certificate
or  certificates  representing  the shares of Series E Senior  Preferred due for
conversion.  As promptly as  practicable,  and in any event  within ten business
days after  surrender of such  certificates,  the  Corporation  shall deliver or
cause to be delivered  certificates  representing  the number of validly issued,
fully paid and non-assessable shares of Common Stock of the Corporation to which
such holder of Series E Senior  Preferred so converted  shall be entitled.  Such
conversion  shall be deemed to have  been made at the close of  business  on the
Conversion  Date,  so that the  rights  of the  holders  of the  Series E Senior
Preferred shall thereafter cease except for the right to receive Common Stock of
the Corporation in accordance  herewith,  and such converting holder of Series E
Senior  Preferred  shall be treated for all purposes as having become the record
holder of such Common Stock of the Corporation at such time.

      9. Anti-Dilution. In the event that, prior to the conversion of the Series
E  Senior  Preferred  Stock  by the  holder  thereof  into  Common  Stock of the
Corporation,  there shall occur any change in the  outstanding  shares of Common
Stock of the  Corporation by reason of the  declaration of stock  dividends,  or
through a re-capitalization resulting from stock splits or combinations, without
the receipt by the  Corporation of fair  consideration  therefore in the form of
cash,  services  or  property,  the  conversion  ratio  of the  Series  E Senior
Preferred Stock into Common Stock of the Corporation provided for in Section (8)
above shall be adjusted such that any holder of Series E Senior  Preferred Stock
converting  such  stock  into  Common  Stock  subsequent  to such  change in the
outstanding  shares of Common  Stock of the  Corporation  shall be  entitled  to
receive,  upon such  conversion,  a number  of  shares  of  Common  Stock of the
Corporation  representing  the same  percentage of common shares  outstanding as
represented  by the shares  that he would have  received  had he  converted  his
Series E Senior  Preferred  Stock to Common  Stock  prior to such  change in the
outstanding shares of Common Stock of the Corporation.

      IN WITNESS WHEREOF, we, the undersigned, have executed and subscribed this
certificate on December 5, 2003


                                                      /s/ Steven D. Rudnik
                                                 ---------------------------
                                                 Steven D. Rudnik, President
ATTEST:


  /s/ Joerg H. Klaube
--------------------------
Joerg H. Klaube, Secretary


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