AMENDED AND RESTATED
                           CERTIFICATE OF DESIGNATION
                   OF THE RELATIVE RIGHTS AND PREFERENCES OF
            SERIES A PREFERRED, SERIES B PREFERRED AND COMMON STOCK
                              OF CYTOMEDIX, INC.

      Pursuant to Sections 303, 151 and 103 of the Delaware General  Corporation
Law and the authority  granted to the Board of Directors of  Cytomedix,  Inc., a
Delaware   corporation   (the   "Company")  in  its  Restated   Certificate   of
Incorporation,  the Company hereby certifies the relative rights and preferences
of designated Series A Convertible Preferred, Series B Convertible Preferred and
Common Stock of  Cytomedix,  Inc. as voted and approved by the  shareholders  in
connection with their approval of the Plan of Reorganization.

A. Series A Convertible Preferred Stock.

            1.  Designation  and Rank:  The  designation  of such  series of the
Preferred  Stock shall be the Series A Convertible  Preferred  Stock,  par value
$.0001 per share (the  "Series A  Convertible  Preferred  Stock").  The  maximum
number of shares of Series A Preferred  Stock shall be five million  (5,000,000)
shares. The Series A Preferred Stock shall have a stated liquidation  preference
(the  "Liquidation  Preference  Amount")  of  $1.00  per  share.  The  Series  A
Convertible  Preferred  Stock shall have  preference over and rank (i) senior to
the Series B Preferred  Stock,  par value  $.0001 per share,  (ii) senior to the
common stock,  par value $.0001 per share, and (iii) senior to all other classes
and series of equity  securities  of the Company  which by its terms do not rank
senior to the Series A Convertible  Preferred Stock ("Junior Stock"). The Series
A Convertible  Preferred Stock shall contain a negative covenant prohibiting the
Company from  granting any security  interest in the  Company's  patents  and/or
future royalty streams ("Intellectual Property").

      2. Dividends:

            (a) Payment of Dividends:  The holders of record of shares of Series
A Convertible Preferred Stock shall be entitled to receive dividends at the rate
of eight percent (8%) (the "Dividend Rate") of the stated Liquidation Preference
Amount per share per annum, payable quarterly in arrears.  Such dividends on the
Series A Preferred  Stock shall be cumulative and shall accrue and be payable to
holders of record as they appear on the stock books on such record  dates as are
fixed by the Board of  Directors.  Such  dividends  on the Series A  Convertible
Preferred Stock are prior and in preference to any declaration or payment of any
distribution  (as defined in Section  2(d) below) on any  outstanding  shares of
Common Stock or any other equity securities of the Company ranking junior to the
Series A Preferred  Stock as to the payment of dividends.  Such dividends  shall
accrue on each share of Series A  Preferred  Stock from day to day from the date
of initial issuance thereof whether or not earned or declared.

            (b) On the date  that the  shareholder  has held  shares of Series A
Preferred  Convertible  Stock  for  one  year,  the  shareholder  shall  be paid
his/her/its  dividend  at the  Dividend  Rate in  additional  shares of Series A

                                                                               1
<PAGE>

Preferred  Convertible  Stock. Each year thereafter on the date dividends are to
be paid, the shareholder shall be paid his/her/its  dividend in shares of Series
A  Preferred  Convertible  Stock  or,  in the sole  discretion  of the  Board of
Directors, in cash. If the dividend is to be paid in additional shares of Series
A  Preferred  Convertible  Stock,  the  number  of  shares  to be  issued to the
shareholder  as payment  of the  dividend  shall be based  upon the  Liquidation
Preference Amount of the Series A Convertible Preferred Stock. For example, if a
shareholder holds one thousand (1,000) shares of Series A Convertible  Preferred
Stock,  he/she/it  would be entitled to a dividend  calculated  at the  Dividend
Rate, or eight percent (8%) of the  Liquidation  Preference  Amount  ($1.00) per
share held (in this example,  1,000 shares),  for a dividend due of $80.00.  The
Liquidation  Preference  Amount  is used to  determine  the  number of shares of
Series  A  Convertible  Preferred  Stock to be  issued  in  satisfaction  of the
dividend  obligation.  In this  example,  the  shareholder  would be entitled to
receive eighty (80) shares of Series A Convertible Preferred Stock in payment of
the dividend due of $80.00.

            (c) So long as any shares of Series A  Convertible  Preferred  Stock
are outstanding, the Company shall not declare, pay or set apart for payment any
dividend or make any  distribution on, any Junior Stock (other than dividends or
distributions  payable in additional shares of Junior Stock), unless at the time
of such  dividend or  distribution  the Company  shall have paid all accrued and
unpaid  dividends on the  outstanding  shares of Series A Convertible  Preferred
Stock.

            (d) In the event of a dissolution,  liquidation or winding up of the
Company  pursuant to Section 4, all accrued and unpaid dividends on the Series A
Convertible  Preferred Stock shall be payable on the day  immediately  preceding
the date of  payment  of the  preferential  amount  to the  holders  of Series A
Preferred Stock. In the event of a mandatory  redemption  pursuant to Section 6,
all  accrued  and unpaid  dividends  on the Series A  Preferred  Stock  shall be
payable on the day immediately preceding the date of such redemption.

            (e) For  purposes  hereof,  unless the context  otherwise  requires,
"distribution"   shall  mean  the   transfer   of  cash  or   property   without
consideration,  whether by way of dividend or  otherwise,  payable other than in
shares of equity  securities  of the Company,  or the purchases or redemption of
shares of the Company  (other than  redemptions  set forth in Section 6 below or
repurchases of Common Stock held by employees or consultants of the  Corporation
upon  termination  of  their  employment  or  services  pursuant  to  agreements
providing for such repurchase) for cash or property.

            (f) If the  Company  shall  fail to pay  dividends  as  required  in
subparagraph (a) for six (6) consecutive  quarters, a majority of the holders of
Series A Convertible  Preferred Stock shall have the power to elect one director
to the Company's  Board of Directors,  either by filling an existing  vacancy on
the Board or by removing a Director of their choice.

      3. Voting Rights.  So long as the Series A Convertible  Preferred Stock is
outstanding,  each share of Series A Convertible  Preferred  Stock shall entitle
the  holder  thereof  to vote on all  matters  voted on by holders of the Common
Stock of the Company  voting  together as a single  class with the other  shares

                                                                               2
<PAGE>

entitled to vote,  at all  meetings of the  stockholders  of the  Company.  With
respect to any such vote,  each share of Series A  Convertible  Preferred  Stock
shall entitle the holder thereof to cast the number of votes equal to the number
of votes which could be cast in such vote by a holder of one (1) share of Common
Stock of the Company.

      4. Liquidation Preference.

            (a) In the event of the  liquidation,  dissolution  or winding up of
the affairs of the Company,  whether voluntary or involuntary,  after payment of
provision  for payment of the debts and other  liabilities  of the Company,  the
holders of shares of the Series A Convertible  Preferred Stock then  outstanding
shall be  entitled  to receive  an amount  equal to the  Liquidation  Preference
Amount of the Series A Preferred  Stock plus any  accrued  and unpaid  dividends
before any payment shall be made or any assets distributed to the holders of the
Series B Convertible  Preferred  Stock,  Common Stock or any other Junior Stock.
With  regard to the  Intellectual  Property,  the  holders of shares of Series A
Convertible Preferred Stock shall rank senior to any and all indebtedness and/or
other equity interests and any all persons in order to pay each holder of shares
of Series A  Convertible  Preferred  Stock  his/her/its  Liquidation  Preference
Amount.  If the  assets of the  Company  are not  sufficient  to pay in full the
Liquidation  Preference  Amount plus any accrued and unpaid dividends payable to
the holders of outstanding  shares of the Series A Convertible  Preferred Stock,
each holder shall be paid an amount equal to a ratably  proportionate  amount of
the total  amount  available.  The  liquidation  payment  with  respect  to each
outstanding  fractional  share of Series A  Preferred  Stock shall be equal to a
ratably  proportionate  amount of the  liquidation  payment with respect to each
outstanding share of Series A Preferred Stock, in accordance with the respective
amounts that would be payable on such shares if all amounts payable thereon were
paid in full.  All payments for which this  Section  4(a)  provides  shall be in
cash,  property  (valued at its fair market value as determined by the Company's
independent,  outside accountant) or a combination thereof,  provided,  however,
that no cash  shall be paid to  holders  of Series B  Convertible  Preferred  or
Common  Stock  unless  each  holder  of  the  outstanding  shares  of  Series  A
Convertible  Preferred  Stock  has  been  paid  in  cash  the  full  Liquidation
Preference  Amount plus any accrued and unpaid dividends to which such holder is
entitled as provided herein.  After payment of the full  Liquidation  Preference
Amount plus any accrued and unpaid  dividends  to which each holder is entitled,
such  holders  of shares of Series A  Convertible  Preferred  Stock  will not be
entitled to any further  participation as such in any distribution of the assets
of the Company.

            (b)  A  consolidation   of  the  Company  with  or  into  any  other
corporation or corporations, or a sale of all or substantially all of the assets
of the Company, or the effectuation by the Company of a transaction or series of
transactions  in which  more than 50% of the  voting  shares of the  Company  is
disposed of or conveyed,  shall not be deemed to be a liquidation,  dissolution,
or winding up within the  meaning of this  section 4. In the event of the merger
or consolidation of the Company with or into another  corporation,  the Series A
Convertible Preferred Stock shall maintain its relative powers, designations and
preferences  provided  for  herein  and  no  merger  shall  result  inconsistent
therewith.

                                                                               3
<PAGE>

            (c) Written  notice of any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the affairs of the Company,  stating a payment date
and the place where the distributable  amounts shall be payable,  shall be given
by mail, postage prepaid,  no less than 45 days prior to the payment date stated
therein, to the holders of record of the Series A Convertible Preferred Stock at
their respective addresses as the same shall appear on the books of the Company.

      5. Limited Conversion Rights. All Series A Convertible Preferred Stock not
converted  into  shares of Common  Stock prior to the  Confirmation  of the Plan
cannot be converted  into Common Stock until the first year  anniversary  of the
date the  Series  A  Convertible  Preferred  Stock  was  issued.  On this  first
anniversary  date and every six  months  thereafter,  the holder of the Series A
Convertible  Preferred  Stock may  convert up to  twenty-five  percent  (25%) of
his/her/its  remaining  holdings of Series A  Convertible  Preferred  Stock into
Common Stock. Preferred shares are converted based on the liquidation preference
amount and the conversion price of the Common Stock shall be equal to 90% of the
twenty-day  average closing ask price of the Common Stock,  but in no case shall
this price be less than $3.00 per share.

      6. Redemption.

            (a) Except as provided in this  Section 6, the Series A  Convertible
Preferred Stock is not subject to redemption.

            (b) The Company  shall redeem for cash at a price per share equal to
(i) 105% of the Series A  Liquidation  Preference  Amount  plus all  accrued but
unpaid dividends if redeemed within one year of the date of issuance;  (ii) 104%
of the  Series A  Liquidation  Preference  Amount  plus all  accrued  but unpaid
dividends  if  redeemed  later  than one year  from  the date of  issuance  (the
"Corresponding Redemption Price").

            (c) The  Company  may redeem all of the then  outstanding  shares of
Series A Convertible  Preferred Stock at the  Corresponding  Redemption Price at
any time as long as proper  notice as required by this  paragraph  is sent.  Not
less than 10 days nor more than 60 days  prior to a  redemption  date set by the
Company,  written  notice (the  "Redemption  Notice")  shall be mailed,  postage
prepaid, to each holder of record of the Series A Preferred Stock to be redeemed
at his post  office  address  last  shown on the  records  of the  Company.  The
Redemption Notice shall state:

                  (i) The  total  number  of  shares  of  Series  A  Convertible
                  Preferred Stock being redeemed;

                  (ii) The  total  number  of  shares  of  Series A  Convertible
                  Preferred Stock held by the holder that the Corporation  shall
                  redeem;

                  (iii) The  redemption  date and the  Redemption  Price for the
                  Series A Convertible Preferred Stock; and

                                                                               4
<PAGE>



                  (iv) That the holder is to  surrender to the  Corporation,  in
                  the manner and at the place  designated,  his  certificate  or
                  certificates  representing  the shares of Series A Convertible
                  Preferred Stock to be redeemed.

If the  Redemption  Notice shall have been duly given,  and if on the redemption
date the Corresponding  Redemption Price is paid, then  notwithstanding that the
certificates  evidencing  any of the  shares of Series A  Convertible  Preferred
Stock  so  called  for  redemption   shall  not  have  been   surrendered,   the
Corresponding  Redemption  Price with  respect  to such  shares  shall  cease to
increase  after the  redemption  date and all rights with respect to such shares
shall forthwith  after the redemption  date terminate,  except only the right of
the holders to receive the  Corresponding  Redemption  Price upon  surrender  of
their certificate or certificates therefor.

            (d) If on a redemption  date the Board  determines that funds of the
Corporation  legally  available  for  redemption  of the  Series  A  Convertible
Preferred Stock shall be insufficient to discharge such redemption  requirements
in full,  such funds as are so available for such purpose shall be set aside and
used for the redemption.  Such redemption  requirements shall be cumulative,  so
that if such  requirements  shall not be fully discharged as they accrue because
of the  insufficiency of funds legally  available,  all legally  available funds
shall be applied thereto until such  requirements  are fully  discharged.  There
shall be a redemption within 10 days after such funds become available.

            (e) In the event of the redemption of only a part of the outstanding
shares of Series A Convertible  Preferred  Stock,  the Corporation  shall effect
such  redemption  pro  rata  according  to the  number  of  shares  of  Series A
Convertible  Preferred  Stock  held by each  holder of the  shares as of 10 days
before the redemption date.

      7. Vote to Change the Terms of or Issue Preferred  Stock.  The affirmative
vote at a meeting duly called for such purpose or the written  consent without a
meeting  of the  holders  of not  less  than  three-fourths  (3/4)  of the  then
outstanding  shares of Series A Convertible  Preferred Stock,  shall be required
for any change to this  Amended  Certificate  of  Designation  or the  Company's
Amended  Certificate of Incorporation which would amend, alter, change or repeal
may of the  powers,  designations,  preferences  and  rights  of  the  Series  A
Convertible Preferred Stock.

      8. Lost or Stolen  Certificates.  Upon  receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  the shares of Series A Convertible
Preferred  Stock,  and,  in the  case of  loss,  theft  or  destruction,  of any
indemnification  undertaking  by the holder to the  Company  and, in the case of
mutilation,  upon  surrender  and  cancellation  of  the  Series  A  Convertible
Preferred  Stock  Certificate(s),  the  Company  shall  execute  and deliver new
preferred stock certificate(s) of the like lienor and date;  provided,  however,
the Company shall not be obligated to re-issue  Series A  Convertible  Preferred
Stock  Certificates  if the holder  contemporaneously  requests  the  Company to
convert such shares of Series A Convertible Preferred Stock into Common Stock.

                                                                               5
<PAGE>

      9. Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief.  The  remedies  provided in this  Certificate  of  Designation  shall be
cumulative  and  in  addition  to  all  other  remedies   available  under  this
Certificate of Designation,  at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein shall limit a holder's  right to pursue  actual  damages for any
failure by the Company to comply with the terms of this Certificate Designation.
Amounts set forth or provided for herein with  respect to  payments,  conversion
and the like (and this computation  thereof) shall be the amounts to be received
by the holder thereof and shall not,  except as expressly  provided  herein,  be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of the Series A Convertible  Preferred Stock and
that the  remedy  at law for any such  breach  may be  inadequate.  The  Company
therefore agrees that, in the event of any such breach or threatened breach, the
holders of the Series A Preferred  Stock shall be  entitled,  in addition to all
other available remedies, to an injunction  restraining any breach,  without the
necessity of showing  economic loss and without any bond or other security being
required.

      10. Specific Shall Not Limit General;  Construction. No specific provision
contained in this Amended  Certificate of Designation  shall limit or modify any
more general provision contained herein. This Amended Certificate of Designation
shall be deemed to be jointly drafted by the Company and all initial  purchasers
of the Series A Convertible  Preferred Stock and shall not be construed  against
any person as the drafter hereof.

      11. Failure or Indulgence Not Waiver. No failure or delay on the part of a
holder  of Series A  Preferred  Stock in the  exercise  or any  power,  right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

B. Series B Convertible Preferred Stock:

      1.  Designation  and Rank: The designation of such series of the Preferred
Stock shall be the Series B Convertible  Preferred  Stock,  par value $.0001 per
share (the "Series B Convertible Preferred Stock"). The maximum number of shares
of Series B Preferred Stock shall be five million (5,000,000) shares. The Series
B Convertible  Preferred Stock shall have a stated  liquidation  preference (the
"Liquidation  Preference  Amount") of $1.00 per share.  The Series B Convertible
Preferred  Stock  shall be  subordinate  to the Series A  Convertible  Preferred
Stock,  but shall have  preference over and rank senior to (i) the Common Stock,
par value  $.0001 per  share,  and (ii) all other  classes  and series of equity
securities  of the Company which by its terms do not rank senior to the Series B
Convertible Preferred Stock ("Junior Stock"). The Series B Convertible Preferred
Stock shall contain a negative covenant  prohibiting the Company from granting a
security interest in the Company's Intellectual Property.

                                                                               6
<PAGE>

      2. Dividends:

            (a) Payment of Dividends:  The holders of record of shares of Series
B Convertible Preferred Stock shall be entitled to receive dividends at the rate
of eight percent (8%) (the "Dividend Rate") of the stated Liquidation Preference
Amount per share per annum, payable quarterly in arrears.  Such dividends on the
Series B Convertible Preferred Stock shall be cumulative and shall accrue and be
payable to holders of record as they  appear on the stock  books on such  record
dates as are fixed by the Board of  Directors.  Such  dividends  on the Series B
Convertible  Preferred  Stock are prior and in preference to any  declaration or
payment  of  any  distribution  (as  defined  in  Section  2(d)  below)  on  any
outstanding shares of Common Stock or any other equity securities of the Company
ranking  junior to the Series B Preferred  Stock as to the payment of dividends.
Such dividends  shall accrue on each share of Series B Preferred  Stock from day
to day from the date of  initial  issuance  thereof  whether  or not  earned  or
declared.

            (b) On the date  that the  shareholder  has held  shares of Series B
Preferred  Convertible  Stock  for  one  year,  the  shareholder  shall  be paid
his/her/its  dividend  at the  Dividend  Rate in  additional  shares of Series B
Preferred  Convertible  Stock. Each year thereafter on the date dividends are to
be paid, the shareholder shall be paid his/her/its  dividend in shares of Series
B  Preferred  Convertible  Stock  or,  in the sole  discretion  of the  Board of
Directors, in cash. If the dividend is to be paid in additional shares of Series
B  Preferred  Convertible  Stock,  the  number  of  shares  to be  issued to the
shareholder  as payment  of the  dividend  shall be based  upon the  Liquidation
Preference Amount of the Series B Convertible Preferred Stock. For example, if a
shareholder holds one thousand (1,000) shares of Series B Convertible  Preferred
Stock,  he/she/it  would be entitled to a dividend  calculated  at the  Dividend
Rate, or eight percent (8%) of the  Liquidation  Preference  Amount  ($1.00) per
share held (in this example,  1,000 shares),  for a dividend due of $80.00.  The
Liquidation  Preference  Amount  is used to  determine  the  number of shares of
Series  B  Convertible  Preferred  Stock to be  issued  in  satisfaction  of the
dividend  obligation.  In this  example,  the  shareholder  would be entitled to
receive eighty (80) shares of Series B Convertible Preferred Stock in payment of
the dividend due of $80.00.

            (c) So long as any shares of Series B  Convertible  Preferred  Stock
are outstanding, the Company shall not declare, pay or set apart for payment any
dividend or make any  distribution on, any Junior Stock (other than dividends or
distributions  payable in additional shares of Junior Stock), unless at the time
of such  dividend or  distribution  the Company  shall have paid all accrued and
unpaid  dividends on the  outstanding  shares of Series B Convertible  Preferred
Stock.

            (d) In the event of a dissolution,  liquidation or winding up of the
Company  pursuant to Section 4, all accrued and unpaid dividends on the Series B
Convertible  Preferred Stock shall be payable on the day  immediately  preceding
the date of  payment  of the  preferential  amount  to the  holders  of Series B
Preferred Stock. In the event of a redemption pursuant to Section 6, all accrued
and unpaid dividends on the Series B Preferred Stock shall be payable on the day
immediately preceding the date of such redemption.

                                                                               7
<PAGE>

            (e) For  purposes  hereof,  unless the context  otherwise  requires,
"distribution"   shall  mean  the   transfer   of  cash  or   property   without
consideration,  whether by way of dividend or  otherwise,  payable other than in
shares of equity  securities  of the Company,  or the purchases or redemption of
shares of the Company  (other than  redemptions  set forth in Section 6 below or
repurchases of Common Stock held by employees or consultants of the  Corporation
upon  termination  of  their  employment  or  services  pursuant  to  agreements
providing for such repurchase) for cash or property.

            (f) If the  Company  shall  fail to pay  dividends  as  required  in
subparagraph (a) for six (6) consecutive  quarters, a majority of the holders of
Series B Convertible  Preferred Stock shall have the power to elect one director
to the Company's  Board of Directors,  either by filling an existing  vacancy on
the Board or by removing a Director of their choice.

      3. Voting Rights.  So long as the Series B Convertible  Preferred Stock is
outstanding,  each share of Series B Convertible  Preferred  Stock shall entitle
the  holder  thereof  to vote on all  matters  voted on by holders of the Common
Stock of the Company  voting  together as a single  class with the other  shares
entitled to vote,  at all  meetings of the  stockholders  of the  Company.  With
respect to any such vote,  each share of Series B  Convertible  Preferred  Stock
shall entitle the holder thereof to cast the number of votes equal to the number
of votes which could be cast in such vote by a holder of one (1) share of Common
Stock of the Company.

      4. Liquidation Preference.

            (a) In the event of the  liquidation,  dissolution  or winding up of
the affairs of the Company,  whether voluntary or involuntary,  after payment of
provision  for payment of the debts and other  liabilities  of the Company,  the
holders of shares of the Series B Convertible  Preferred Stock then  outstanding
shall be  entitled  to receive  an amount  equal to the  Liquidation  Preference
Amount of the Series B Convertible  Preferred  Stock plus any accrued and unpaid
dividends only after payment is made or assets are distributed to the holders of
the Series B Convertible  Preferred  Stock, but before any payment shall be made
or any assets distributed to the holders of the Common Stock or any other Junior
Stock. With regard to the Company's Intellectual Property, the holders of Series
B  Convertible  Preferred  Stock shall rank  subordinate  only to the holders of
Series A Convertible  Preferred  Stock and shall rank senior to all other equity
interests or indebtedness  of the Company now or hereafter  outstanding in order
to pay each holder of shares of Series B Convertible Preferred Stock his/her/its
Liquidation  Preference  Amount. If the assets of the Company are not sufficient
to pay in full the  Liquidation  Preference  Amount  plus any accrued and unpaid
dividends  payable  to  the  holders  of  outstanding  shares  of the  Series  B
Convertible  Preferred  Stock,  each holder  shall be paid an amount  equal to a
ratably  proportionate  amount of the total amount  available.  The  liquidation
payment with respect to each outstanding  fractional share of Series B Preferred
Stock  shall be equal  to a  ratably  proportionate  amount  of the  liquidation
payment with respect to each outstanding share of Series B Convertible Preferred
Stock, in accordance  with the respective  amounts that would be payable on such
shares if all amounts  payable thereon were paid in full. All payments for which
this Section 4(a) provides shall be in cash, property (valued at its fair market
value as determined  by the  Company's  independent,  outside  accountant)  or a

                                                                               8
<PAGE>

combination thereof, provided, however, that no cash shall be paid to holders of
Series B Convertible  Preferred unless each holder of the outstanding  shares of
Series A Convertible  Preferred Stock has been paid in cash the full Liquidation
Preference  Amount plus any accrued and unpaid dividends to which such holder of
Series A  Convertible  Preferred  Stock is entitled.  After  payment of the full
Liquidation  Preference  Amount plus any accrued and unpaid  dividends  to which
each  holder is  entitled,  such  holders  of  shares  of  Series B  Convertible
Preferred Stock will not be entitled to any further participation as such in any
distribution of the assets of the Company.

            (b)  A  consolidation   of  the  Company  with  or  into  any  other
corporation or corporations, or a sale of all or substantially all of the assets
of the Company, or the effectuation by the Company of a transaction or series of
transactions  in which  more than 50% of the  voting  shares of the  Company  is
disposed of or conveyed,  shall not be deemed to be a liquidation,  dissolution,
or winding up within the  meaning of this  section 4. In the event of the merger
or consolidation of the Company with or into another  corporation,  the Series B
Convertible Preferred Stock shall maintain its relative powers, designations and
preferences  provided  for  herein  and  no  merger  shall  result  inconsistent
therewith.

            (c) Written  notice of any  voluntary  or  involuntary  liquidation,
dissolution or winding up of the affairs of the Company,  stating a payment date
and the place where the distributable  amounts shall be payable,  shall be given
by mail, postage prepaid,  no less than 45 days prior to the payment date stated
therein, to the holders of record of the Series B Convertible Preferred Stock at
their respective addresses as the same shall appear on the books of the Company.

      5. Limited Conversion Rights. All Series A Convertible Preferred Stock not
converted  into  shares of Common  Stock prior to the  Confirmation  of the Plan
cannot be converted  into Common Stock until the first year  anniversary  of the
date the  Series  A  Convertible  Preferred  Stock  was  issued.  On this  first
anniversary  date and every six  months  thereafter,  the holder of the Series A
Convertible  Preferred  Stock may  convert up to  twenty-five  percent  (25%) of
his/her/its  remaining  holdings of Series A  Convertible  Preferred  Stock into
Common Stock. Preferred shares are converted based on the liquidation preference
amount and the conversion price of the Common Stock shall be equal to 90% of the
twenty-day  average closing ask price of the Common Stock,  but in no case shall
this price be less than $3.00 per share.

      6. Redemption.

            (a) Except as provided in this  Section 6, the Series B  Convertible
Preferred Stock is not subject to redemption.

            (b) The Company  shall redeem for cash at a price per share equal to
(i) 105% of the Series A  Liquidation  Preference  Amount  plus all  accrued but
unpaid  dividends  if  redeemed  within one year of the date of  issuance;  (ii)
104%of the Series A  Liquidation  Preference  Amount plus all accrued but unpaid
dividends  if  redeemed  after  one year  but  within  two  years of the date of

                                                                               9
<PAGE>

issuance;  or (iii) 103% of the Series B Liquidation  Preference Amount plus all
accrued but unpaid  dividends if redeemed  later than two years from the date of
issuance (the "Corresponding Redemption Price").

            (c) The  Company  may redeem all of the then  outstanding  shares of
Series B Convertible  Preferred Stock at the  Corresponding  Redemption Price at
any time as long as proper  notice as required by this  paragraph  is sent.  Not
less than 10 days nor more than 60 days  prior to a  redemption  date set by the
Company,  written  notice (the  "Redemption  Notice")  shall be mailed,  postage
prepaid, to each holder of record of the Series A Preferred Stock to be redeemed
at his post  office  address  last  shown on the  records  of the  Company.  The
Redemption Notice shall state:

                  (i) The  total  number  of  shares  of  Series  B  Convertible
                  Preferred Stock being redeemed;

                  (ii) The  total  number  of  shares  of  Series B  Convertible
                  Preferred Stock held by the holder that the Corporation  shall
                  redeem;

                  (iii) The  redemption  date and the  Corresponding  Redemption
                  Price for the Series B Convertible Preferred Stock; and

                  (iv) That the holder is to  surrender to the  Corporation,  in
                  the manner and at the place  designated,  his  certificate  or
                  certificates  representing  the shares of Series B Convertible
                  Preferred Stock to be redeemed.

If the  Redemption  Notice shall have been duly given,  and if on the redemption
date the Corresponding  Redemption Price is paid, then  notwithstanding that the
certificates  evidencing  any of the  shares of Series B  Convertible  Preferred
Stock  so  called  for  redemption   shall  not  have  been   surrendered,   the
Corresponding  Redemption  Price with  respect  to such  shares  shall  cease to
increase  after the  redemption  date and all rights with respect to such shares
shall forthwith  after the redemption  date terminate,  except only the right of
the holders to receive the Redemption Price upon surrender of their  certificate
or certificates therefor.

            (d) If on a redemption  date the Board  determines that funds of the
Corporation  legally  available  for  redemption  of the  Series  B  Convertible
Preferred Stock shall be insufficient to discharge such redemption  requirements
in full,  such funds as are so available for such purpose shall be set aside and
used for the redemption.  Such redemption  requirements shall be cumulative,  so
that if such  requirements  shall not be fully discharged as they accrue because
of the  insufficiency of funds legally  available,  all legally  available funds
shall be applied thereto until such  requirements  are fully  discharged.  There
shall be a redemption within 10 days after such funds become available.

            (e) In the event of the redemption of only a part of the outstanding
shares of Series B Convertible  Preferred  Stock,  the Corporation  shall effect
such  redemption  pro  rata  according  to the  number  of  shares  of  Series B

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<PAGE>

Convertible  Preferred  Stock  held by each  holder of the  shares as of 10 days
before the redemption date.

      7. Vote to Change the Terms of or Issue Preferred  Stock.  The affirmative
vote at a meeting duly called for such purpose or the written  consent without a
meeting  of the  holders  of not  less  than  three-fourths  (3/4)  of the  then
outstanding  shares of Series B Convertible  Preferred Stock,  shall be required
for any change to this  Amended  Certificate  of  Designation  or the  Company's
Amended  Certificate of Incorporation which would amend, alter, change or repeal
may of the  powers,  designations,  preferences  and  rights  of  the  Series  B
Convertible Preferred Stock.

      8. Lost or Stolen  Certificates.  Upon  receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  the shares of Series B Convertible
Preferred  Stock,  and,  in the  case of  loss,  theft  or  destruction,  of any
indemnification  undertaking  by the holder to the  Company  and, in the case of
mutilation,  upon  surrender  and  cancellation  of  the  Series  B  Convertible
Preferred  Stock  Certificate(s),  the  Company  shall  execute  and deliver new
preferred stock certificate(s) of the like lienor and date;  provided,  however,
the Company shall not be obligated to re-issue  Series B  Convertible  Preferred
Stock  Certificates  if the holder  contemporaneously  requests  the  Company to
convert such shares of Series B Convertible Preferred Stock into Common Stock.

      9. Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief.  The  remedies  provided in this  Certificate  of  Designation  shall be
cumulative  and  in  addition  to  all  other  remedies   available  under  this
Certificate of Designation,  at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein shall limit a holder's  right to pursue  actual  damages for any
failure by the Company to comply with the terms of this Certificate Designation.
Amounts set forth or provided for herein with  respect to  payments,  conversion
and the like (and this computation  thereof) shall be the amounts to be received
by the holder thereof and shall not,  except as expressly  provided  herein,  be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of the Series B Convertible  Preferred Stock and
that the  remedy  at law for any such  breach  may be  inadequate.  The  Company
therefore agrees that, in the event of any such breach or threatened breach, the
holders of the Series B Preferred  Stock shall be  entitled,  in addition to all
other available remedies, to an injunction  restraining any breach,  without the
necessity of showing  economic loss and without any bond or other security being
required.

      10. Specific Shall Not Limit General;  Construction. No specific provision
contained in this Amended  Certificate of Designation  shall limit or modify any
more general provision contained herein. This Amended Certificate of Designation
shall be deemed to be jointly drafted by the Company and all initial  purchasers
of the Series B Convertible  Preferred Stock and shall not be construed  against
any person as the drafter hereof.

                                                                              11
<PAGE>

      11. Failure or Indulgence Not Waiver. No failure or delay on the part of a
holder  of Series B  Preferred  Stock in the  exercise  or any  power,  right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


C. Common Stock:

      1. Designation and Rank. The maximum number of shares of Common Stock, par
value $.0001, shall be forty million (40,000,000) shares. The Common Stock shall
be fully paid and  nonassessable.  The Common Stock shall be subordinate to both
the Series A Convertible  Preferred and Series B Convertible Preferred Stock and
to all other  classes and series of equity  securities  of the Company  which by
their  terms rank  senior to the Common  Stock,  in the event of a  liquidation,
dissolution,  or winding up of the Company or with  regard to any other  rights,
privileges or preferences.

      2. Other Rights.  Pursuant to the Restated  Certificate of  Incorporation,
each  share of Common  Stock  represents  the right to one (1) vote.  Holders of
Common Stock will not have any  cumulative  voting  rights,  preemptive  rights,
conversion rights, redemption rights or sinking fund rights.

      3.  Dividends.  Holders  of  Common  Stock  will be  entitled  to  receive
dividends  as may from time to time be declared by the Board of Directors at the
Board of  Directors'  sole  discretion.  The Company  shall be  prohibited  from
declaring and paying dividends on the Common Stock as long as shares of Series A
Convertible   Preferred   and/or  Series  B  Convertible   Preferred   Stock  is
outstanding.

This Amended and Restated  Certificate of  Designation  shall be effective as of
the date of filing with the Secretary of State of Delaware.

      IN WITNESS  WHEREOF,  the  undersigned  has executed and  subscribed  this
Certificate  and does  affirm the  foregoing  as true as of the 9th day of July,
2002.


/s/Robert Burkett                          /s/David Crews
------------------------------             ------------------------------
Robert Burkett, Director                   David Crews, Director


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