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                                                                     EXHIBIT 4.2

                           CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                                 ISOLAGEN, INC.

         Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware ("DGCL"), Isolagen, Inc., a corporation organized and existing under
the laws of the State of Delaware, (the "Company"), hereby certifies that the
following resolution was duly adopted by the Board of Directors of the Company
on March __, 2002, pursuant to authority conferred upon the Board of Directors
by the Certificate of Incorporation of the Company (the "Certificate of
Incorporation"), which authorizes the issuance of up to 5,000,000 shares of
preferred stock, par value $0.001 per share.

         RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company and pursuant to the provisions of the
Certificate of Incorporation, the Board of Directors hereby creates a series of
preferred stock, herein designated and authorized as Series A Convertible
Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), which
shall consist of ________ of the 5,000,000 shares of preferred stock which the
Company now has authority to issue, and the Board of Directors hereby fixes the
powers, designations, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof as follows:

         1.       NUMBER AND RANK. The number of shares constituting the Series
A Preferred Stock shall be ________. The Series A Preferred Stock shall rank
senior to the Common Stock (as defined below) with respect to the payment of
dividends and distributions on Liquidation (as defined below).

         2.       DEFINITIONS. Unless the context otherwise requires, when used
herein the following terms shall have the meaning indicated.

         "Board" means the Board of Directors of the Company.

         "Business Combination" means (i) any consolidation or merger of the
Company with or into any Person or (ii) any Change of Control Stock Issuance, or
(iii) the sale, assignment conveyance, transfer, lease or other disposition by
the Company of all or substantially all of its assets followed by a liquidation
of the Company.

         "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in Houston,
Texas generally are authorized or required by law or other governmental actions
to close.

         "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

         "Certificate" means the Certificate of Incorporation of the Company, as
amended (including any certificate of designation establishing a series of
preferred stock).

         "Certificate of Designation" means this Certificate of Designation of
the Series A Preferred Stock.

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         "Change of Control Stock Issuance" shall mean any issuance, in a single
transaction or series of related transactions, by the Company of shares of
Common Stock or Common Stock Equivalents in connection with the acquisition of
assets (including cash) or securities by the Company or a Subsidiary of the
Company (including by way of a merger of a Subsidiary of the Company with or
into a Person), except where (i) the shareholders of the Company immediately
prior to such issuance own (in substantially the same proportion relative to
each other as such shareholders owned the Common Stock or Voting Stock of the
Company, as the case may be, immediately prior to such consummation) (x) more
than 50% of the Voting Stock of the Company immediately after such issuance, and
(y) more than 50% of the outstanding Common Stock immediately after such
issuance, or (ii) the members of the Board immediately prior to entering into
the agreement relating to such issuance (or if no such agreement is entered
into, then immediately prior to the consummation of such issuance) constitute at
least a majority of the Board immediately after such issuance, with no
agreements or arrangements in place immediately after such consummation that
would result in the members of the Board immediately prior to the entering into
the agreement relating to such issuance ceasing to constitute at least a
majority of the Board. In calculating the percentage of the Voting Stock of the
Company owned by the shareholders of the Company immediately prior to an
issuance of Common Stock or Common Stock Equivalents in which there is more than
one class or series of Voting Stock, the percentage of the Voting Stock shall be
calculated based on the number of votes eligible to be cast in the election of
the directors of the Company generally. In calculating the percentages of Voting
Stock and Common Stock owned for purposes of this definition, such calculation
shall be calculated on a basis assuming the exercise or conversion in full of
all Common Stock Equivalents and on a basis disregarding all Common Stock
Equivalents, and the percentage which results in the lower percentage owned by
the shareholders of the Company shall apply in the application of clause (i)
above.

         "Common Stock" means the Company's common stock, par value $0.001 per
share, and any Capital Stock for or into which such Common Stock hereafter is
exchanged, converted, reclassified or recapitalized by the Company or pursuant
to a Business Combination to which the Company is a party.

         "Common Stock Equivalents" means (without duplication with any other
Common Stock or Common Stock Equivalents) rights, warrants, options, convertible
securities or exchangeable securities, exercisable for or convertible or
exchangeable into, directly or indirectly, Common Stock, whether at the time of
issuance or upon the passage of time or the occurrence of some future event.

         "Company" means Isolagen, Inc. a Delaware corporation.

         "Conversion Date" is defined in Section 6(C).

         "Conversion Price" means $1.75, as adjusted from time to time in
accordance with Section 7.

         "Conversion Ratio" is defined in Section 6(B).

         "DGCL" means the General Corporation Law of the State of Delaware, as
amended, or any successor statute or other legislation.

         "Dividend Payment Date" is defined in Section 3(A).

         "Dividend Period" is defined in Section 3(A).

         "Excluded Stock" means (i) shares of Series A Preferred Stock issued by
the Company as a stock dividend payable in shares of Series A Preferred Stock in
accordance with Section 3 or upon conversion

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of shares of Capital Stock (but not the issuance of such Capital Stock which
will be subject to the provisions of Section 7(A)(iii)), (ii) shares of Common
Stock to be issued to employees, directors, consultants and advisors of the
Company pursuant to Stock Plans in accordance with their respective terms.

         "Holder" means a holder of record of Series A Preferred Stock.

         "Issue Date" means with respect to any shares of Series A Preferred
Stock the original date of issuance of such shares of Series A Preferred Stock.

         "Junior Securities" means Capital Stock that, with respect to dividends
and distributions upon Liquidation, ranks junior to the Series A Preferred
Stock.

         "Liquidation" means the voluntary or involuntary liquidation,
dissolution or winding up of the Company; provided, however, that a merger or
consolidation shall not be deemed a Liquidation nor shall the sale of assets not
requiring shareholder approval be deemed to be a Liquidation.

         "Liquidation Preference" is defined in Section 5.

         "Market Price" means, with respect to a particular security, on any
given day, the last reported sale price regular way or, in case no such reported
sale takes place on such day, the average of the last closing bid and asked
prices regular way, in either case on the principal national securities exchange
on which the applicable security is listed or admitted to trading, or if not
listed or admitted to trading on any national securities exchange, (i) the
closing sale price for such day reported by the Nasdaq Stock Market if such
security is traded over-the-counter and quoted in the Nasdaq Stock Market, or
(ii) if such security is so traded, but not so quoted, the average of the
closing reported bid and asked prices of such security as reported by the Nasdaq
Stock Market or any comparable system, or (iii) if such security is not listed
on the Nasdaq Stock Market or any comparable system but is actively traded, the
average of the closing bid and asked prices as furnished by two members of the
National Association of Securities Dealers, Inc. selected from time to time by
the Company for that purpose. If such security is not listed and traded in a
manner that the quotations referred to above are available for the period
required hereunder, the Market Price shall be deemed to be the fair value per
share of such security as determined by a nationally recognized investment
banking firm selected by the Board and reasonably acceptable to the Holders of a
majority of the outstanding shares of Series A Preferred Stock.

         "Offering" means the offering of shares of Series A Preferred Stock
pursuant to that certain private placement memorandum of the Company, dated
March _____, 2002.

         "Parity Securities" means Capital Stock that, with respect to dividends
or distributions upon Liquidation, is pari passu with the Series A Preferred
Stock.

         "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Record Date" is defined in Section 3(A).

         "Redemption Date" is defined in Section 8(B).

         "Redemption Price" is defined in Section 8(A).

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         "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.

         "Senior Securities" means Capital Stock that, with respect to dividends
or distributions upon Liquidation, ranks senior to the Series A Preferred Stock.

         "Stated Value" is an amount equal to $3.50 per share of Series A
Preferred Stock.

         "Stock Plans" means the Company's stock option, stock incentive,
restricted stock, employee stock purchase or other similar plans, in each case
that have been approved by the Company's shareholders.

         "Subsidiary" of a Person means (i) a corporation, a majority of whose
stock with voting power, under ordinary circumstances, to elect directors is at
the time of determination, directly or indirectly, owned by such Person or by
one or more Subsidiaries of such Person, or (ii) any other entity (other than a
corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has a majority
ownership interest or, with respect to a limited partnership, is a general
partner of such limited partnership.

         "Trading Day" means a day on which the principal market with respect to
the security in question is regularly scheduled to be open for trading, or if
there is not such principal market, then a day on which the New York Stock
Exchange is regularly scheduled to be open for trading.

         "Voting Stock" of a Person means Capital Stock of such Person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to vote in the election of the board of
directors, managers or trustees of such Person.

         The foregoing definitions will be equally applicable to both the
singular and plural forms of the defined terms.

         3.       DIVIDENDS AND DISTRIBUTIONS.

                  (A)      The holders of Series A Preferred Stock shall be
         entitled to receive, out of the assets of the Company legally available
         for that purpose, cumulative preferential dividends in either shares of
         Series A Preferred Stock at its Stated Value or cash, as determined by
         the Company in its sole discretion, at a rate per annum of eight
         percent (8%) of the Stated Value (equivalent to $0.28 per share per
         annum) for each share of Series A Preferred Stock, and, except as
         provided in Section 3(B), no more, to be paid in accordance with the
         terms of this Section 3. Such dividends shall be cumulative from the
         Issue Date and shall be payable in arrears, when and as declared by the
         Board, on December 31 of each year ("Dividend Payment Date"),
         commencing on the first such Dividend Payment Date following the Issue
         Date; provided that if any Dividend Payment Date shall not be a
         Business Day, then the Dividend Payment Date shall be on the next
         succeeding day that is a Business Day. The period from the Issue Date
         to the next Dividend Payment Date and each annual period between
         consecutive Dividend Payment Dates shall hereinafter be referred to as
         "Dividend Periods." Dividends for the initial Dividend Period shall be
         pro rated on a daily basis commencing on and including the Issue Date
         on the basis of a 365-day year. Each such dividend shall be paid to the
         holders of record of the Series A Preferred Stock as their names appear
         on the share register of the Company on the corresponding Record Date.
         As used above, the term "Record Date" means, with respect to the
         dividend payable on the Dividend Payment Date of each year, the
         preceding December 15, or such other record date designated by the
         Board with respect to the dividend payable on such respective Dividend

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         Payment Date not exceeding 30 days preceding such Dividend Payment
         Date. Dividends on account of arrears for any past Dividend Periods may
         be declared and paid, together with any accrued but unpaid interest
         thereon to and including the date of payment, at any time, without
         reference to any Dividend Payment Date, to holders of record on a date
         designated by the Board, not exceeding 30 days preceding the payment
         date thereof, as may be fixed by the Board.

                  (B)      If, on any Dividend Payment Date, the Company fails
         to pay dividends, then until the dividends that were scheduled to be
         paid on such date are paid, such dividends shall cumulate. Dividends
         for any period less than a full annual Dividend Period or for a period
         commencing on a Dividend Payment Date and ending on a Conversion Date
         shall cumulate on a day-to-day basis and shall be computed on the basis
         of a 365-day year.

                  (C)      So long as any shares of the Series A Preferred Stock
         shall be outstanding, (i) the Company shall not declare or pay any
         dividend whatsoever, whether in cash, property or otherwise, set aside
         any cash or property for the payment of dividends, or make any other
         distribution on any Junior Securities (except a dividend or
         distribution payable solely in shares of Junior Securities), (ii) the
         Company shall not declare or pay any dividend whatsoever, whether in
         cash, property or otherwise, set aside any cash or property for the
         payment of dividends, or make any other distribution on any Parity
         Securities ranking on parity with the Series A Preferred Stock with
         respect to dividends or distributions (except a dividend or
         distribution payable solely in shares of Junior Securities), unless
         declared and paid pro rata with the Series A Preferred Stock in
         proportion to the full amount to which they would otherwise be
         respectively entitled, and (iii) the Company shall not and shall cause
         its Subsidiaries not to repurchase, redeem or otherwise acquire or set
         aside any cash or property for the repurchase or redemption of any
         Junior Securities or Parity Securities, unless in each such case all
         dividends to which the holders of the Series A Preferred Stock shall
         have been entitled for all previous Dividend Periods shall have been
         paid or declared and a sum of money sufficient for the payment thereof
         shall have been set aside.

         4.       VOTING RIGHTS. The Holders shall have the following voting
rights with respect to the Series A Preferred Stock:

                  (A)      Subject to applicable law, the shares of Series A
         Preferred Stock shall have no voting rights other than as set forth in
         this Section 4.

                  (B)      Holders of shares of the Series A Preferred Stock
         shall be entitled to vote upon all matters upon which holders of Common
         Stock have the right to vote, and Holders shall have that number of
         votes on all such matters as is equal to the Conversion Ratio that
         would apply if such Holder's shares of Series A Preferred Stock were to
         be converted pursuant to Section 6(A) as of the record date for the
         determination of the shareholders entitled to vote on such matters, or,
         if no such record date is established as of the date such vote is taken
         or any written consent of shareholders is solicited, such votes to be
         counted together with all other shares of capital stock having general
         voting powers and not separately as a class. Fractional votes shall
         not, however, be permitted and any fractional voting rights resulting
         from the above formula (after aggregating all shares into which shares
         of Series A Preferred Stock held by each Holder could be converted)
         shall be rounded up to the nearest whole number.

                  (C)      The consent of the Holders of at least a majority of
         the Series A Preferred Stock, voting separately as a single class with
         one vote per share, in person or by proxy, either in writing without a
         meeting or at an annual or a special meeting of shareholders called for
         the purpose, shall be necessary to:

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                           (i)      amend, alter or repeal, by way of merger or
                  otherwise, any of the provisions of the Certificate, so as to
                  authorize, create or issue any shares of Parity Securities or
                  Senior Securities (or amend the provisions of any existing
                  class of Capital Stock to make such class of Capital Stock a
                  class of Parity Securities or Senior Securities),

                           (ii)     issue any Parity Securities or Senior
                  Securities; or

                           (iii)    amend, alter or repeal, by way of merger or
                  otherwise, any of the provisions of (x) the Certificate of
                  Designation or any certificate of designation of terms of any
                  Parity Securities, or (y) the Certificate, so as to affect
                  adversely any of the rights, preferences or privileges of
                  Holders.

         5.       LIQUIDATION PREFERENCE. In the event of any Liquidation, after
payment or provision for payment by the Company of the debts and other
liabilities of the Company and the liquidation preference of any Senior
Securities that rank senior to the Series A Preferred Stock with respect to
distributions on Liquidation, each Holder shall be entitled to receive an amount
in cash for each share of the then outstanding Series A Preferred Stock held by
such Holder equal to the Stated Value per share, plus an amount equal to all
accrued but unpaid dividends thereon, whether or not earnings are available in
respect of such dividends or such dividends have been declared, to and including
the date full payment is tendered to the Holders with respect to such
Liquidation, and no more (such amount being referred to herein as the
"Liquidation Preference"), before any distribution shall be made to the holders
of any Junior Securities upon the Liquidation of the Company. In case the assets
of the Company available for payment to the Holders upon a Liquidation are
insufficient to pay the full Liquidation Preference on all outstanding shares of
the Series A Preferred Stock and all outstanding Senior Securities or Parity
Securities, in each case ranking on parity with the Series A Preferred Stock as
to distributions on Liquidation, in the amounts to which the holders of such
shares are entitled, then the entire assets of the Company available for payment
to the Holders of Series A Preferred Stock and holders of such Senior Securities
or Parity Securities will be distributed ratably among the Holders of the Series
A Preferred Stock and the holders of such Senior Securities or Parity
Securities, based upon the aggregate amount due on such shares upon Liquidation.
Written notice of any Liquidation of the Company, stating a payment date and the
place where the distributable amounts shall be payable, shall be given by mail,
postage prepaid, not less than 30 days prior to the payment date stated therein,
to the Holders of record of the Series A Preferred Stock at their respective
addresses as the same shall appear on the books of the Company.

         6.       CONVERSION RIGHTS. The Series A Preferred Stock shall be
convertible as follows:

                  (A)      Conversion at Holder's Option. The Holder of any
         shares of Series A Preferred Stock shall have the right at such
         Holder's option, at any time and without the payment of any additional
         consideration, to convert any or all of such shares of Series A
         Preferred Stock into a number of fully paid and nonassessable shares of
         Common Stock for each such share of Series A Preferred Stock equal to
         the Conversion Ratio, upon the terms hereinafter set forth.

                  (B)      Conversion Ratio. In the event of a conversion
         pursuant to Section 6(A), the "Conversion Ratio" shall be a number of
         shares of Common Stock calculated by dividing (a) the Stated Value plus
         any accrued and unpaid dividends to and including the applicable
         Conversion Date by (b) the Conversion Price in effect on the applicable
         Conversion Date.

                  (C)      Mechanics of Conversion. The Holder of any shares of
         Series A Preferred Stock may exercise the conversion right specified in
         Section 6(A) by surrendering to the Company or any transfer agent of
         the Company the certificate or certificates representing the shares of
         Series

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         A Preferred Stock to be converted, accompanied by written notice
         specifying the number of such shares to be converted. If the
         certificates representing shares of Common Stock issuable upon
         conversion of shares of Series A Preferred Stock are to be issued in a
         name other than the name on the face of the certificates representing
         such shares of Series A Preferred Stock, such certificates shall be
         accompanied by such evidence of the assignment and such evidence of the
         signatory's authority with respect thereto as deemed appropriate by the
         Company or its transfer agent. Conversion shall be deemed to have been
         effected on the date when the notice of an election to convert pursuant
         to Section 6(A) and certificates representing the shares being
         converted are actually received by the Company or any transfer agent of
         the Company. Such dates that the conversion shall be deemed to be
         effective shall be referred to herein as the "Conversion Date." Subject
         to the provisions of Section 7(E), as promptly as practicable after the
         Conversion Date, the Company shall issue and deliver to or upon the
         written order of such Holder a certificate or certificates for the
         number of shares of Common Stock to which such Holder is entitled upon
         such conversion and a check or cash with respect to any fractional
         interest in a share of Common Stock, as provided in Section 6(D). The
         person in whose name the certificate or certificates for shares of
         Common Stock are to be issued shall be deemed to have become a holder
         of record of such shares of Common Stock on the applicable Conversion
         Date. Upon conversion of only a portion of the shares covered by a
         certificate representing shares of Series A Preferred Stock surrendered
         for conversion pursuant to Section 6(A), the Company shall issue and
         deliver to or upon the written order of the Holder of the certificate
         so surrendered for conversion, at the expense of the Company, a new
         certificate representing the number of shares of Series A Preferred
         Stock representing the unconverted portion of the certificate so
         surrendered.

                  (D)      Fractional Shares. No fractional shares of Common
         Stock or scrip 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 any one time by the same Holder,
         the number of shares of Common Stock issuable upon conversion thereof
         shall be computed on the basis of the aggregate number of shares of
         Series A Preferred Stock so surrendered. Instead of any fractional
         share 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 interest in an amount equal to
         that fractional interest of the Market Price of the Common Stock on the
         Conversion Date.

                  (E)      Authorization and Issuance. The Company covenants and
         agrees that:

                           (i)      the shares of Common Stock issuable upon any
                  conversion of any shares of Series A Preferred Stock will be
                  deemed to have been issued to the Person exercising such
                  conversion rights set forth herein on the Conversion Date, and
                  the Person exercising such conversion rights will be deemed
                  for all purposes to have become the record holder of such
                  shares of Common Stock on the Conversion Date;

                           (ii)     all shares of Common Stock which may be
                  issued upon any conversion of any Series A Preferred Stock
                  will, upon issuance, be fully paid and non-assessable and free
                  from all taxes, liens and charges with respect to the issue
                  thereof;

                           (iii)    the Company will take all such action as may
                  be necessary to assure that all shares of Common Stock
                  issuable upon conversion of shares of Series A Preferred Stock
                  may be issued without violation of any applicable law or
                  regulation or of any requirements of any domestic securities
                  exchange upon which securities of the same class may be
                  listed;

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                           (iv)     the Company will not take any action which
                  would result in any adjustment of the Conversion Price if the
                  total number of shares of Common Stock issuable after such
                  action upon conversion of all shares of Series A Preferred
                  Stock, together with all shares of Common Stock then
                  outstanding and all shares of Common Stock then issuable upon
                  the exercise of all outstanding Common Stock Equivalents,
                  would exceed the total number of shares of Common Stock then
                  authorized by the Certificate of Incorporation;

                           (v)      the Company will at all times reserve and
                  keep available, out of its authorized but unissued shares of
                  Common Stock or out of shares of Common Stock held in its
                  treasury, the full number of shares of Common Stock into which
                  all shares of the Series A Preferred Stock having conversion
                  privileges from time to time outstanding are convertible; and

                           (vi)     the Company will at no time close its
                  transfer books against the transfer of the Series A Preferred
                  Stock or of any share of Common Stock issued or issuable upon
                  the conversion of the Series A Preferred Stock in any manner
                  which interferes with the timely conversion of the Series A
                  Preferred Stock.

         7.       CONVERSION PRICE ADJUSTMENTS. The Conversion Price shall be
subject to adjustment from time to time as follows:

                  (A)      Common Stock Issued at Less than Conversion Price. If
         the Company issues or sells any Common Stock other than Excluded Stock
         without consideration or for a consideration per share less than the
         Conversion Price in effect immediately prior to such issuance or sale,
         the Conversion Price in effect immediately prior to each such issuance
         or sale will immediately (except as provided below) be reduced to the
         price determined by multiplying the Conversion Price in effect
         immediately prior to such issuance or sale, by a fraction, (1) the
         numerator of which shall be (i) the number of shares of Common Stock
         outstanding immediately prior to such issuance or sale plus (ii) the
         number of shares of Common Stock which the aggregate consideration
         received by the Company for the total number of such additional shares
         of Common Stock so issued or sold would purchase at the Conversion
         Price in effect immediately prior to such issuance or sale and (2) the
         denominator of which shall be the number of shares of Common Stock
         outstanding immediately after such issue or sale. For the purposes of
         any adjustment of the Conversion Price pursuant to this Section 7(A),
         the following provisions shall be applicable:

                           (i)      in the case of the issuance of Common Stock
                  for cash, the amount of the consideration received by the
                  Company shall be deemed to be the amount of the cash proceeds
                  received by the Company for such Common Stock before deducting
                  therefrom any discounts or commissions allowed, paid or
                  incurred by the Company for any underwriting or otherwise in
                  connection with the issuance and sale thereof;

                           (ii)     in the case of the issuance of Common Stock
                  (otherwise than upon the conversion of shares of Capital Stock
                  or other securities of the Company) for a consideration in
                  whole or in part other than cash, including securities
                  acquired in exchange therefor (other than securities by their
                  terms so exchangeable), the consideration other than cash
                  shall be deemed to be the fair value thereof as reasonably
                  determined by the Board, irrespective of any accounting
                  treatment;

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                           (iii)    in the case of the issuance of (a) options,
                  warrants or other rights to purchase or acquire Common Stock
                  (whether or not at the time exercisable), (b) securities by
                  their terms convertible into or exchangeable for Common Stock
                  (whether or not at the time so convertible or exchangeable) or
                  (c) options, warrants or rights to purchase such convertible
                  or exchangeable securities (whether or not at the time
                  exercisable):

                                    (1)      the aggregate maximum number of
                           shares of Common Stock deliverable upon exercise of
                           such options, warrants or other rights to purchase or
                           acquire Common Stock shall be deemed to have been
                           issued at the time such options, warrants or rights
                           are issued and for a consideration equal to the
                           consideration (determined in the manner provided in
                           Section 7(A)(i) and (ii)), if any, received by the
                           Company upon the issuance of such options, warrants
                           or rights plus the minimum purchase price provided in
                           such options, warrants or rights for the Common Stock
                           covered thereby;

                                    (2)      the aggregate maximum number of
                           shares of Common Stock deliverable upon conversion of
                           or in exchange for any such convertible or
                           exchangeable securities, or upon the exercise of
                           options, warrants or other rights to purchase or
                           acquire such convertible or exchangeable securities
                           and the subsequent conversion or exchange thereof,
                           shall be deemed to have been issued at the time such
                           securities were issued or such options, warrants or
                           rights were issued and for a consideration equal to
                           the consideration, if any, received by the Company
                           for any such securities and related options, warrants
                           or rights (excluding any cash received on account of
                           accrued interest or accrued dividends), plus the
                           additional consideration (determined in the manner
                           provided in Section 7(A)(i) and (ii)), if any, to be
                           received by the Company upon the conversion or
                           exchange of such securities, or upon the exercise of
                           any related options, warrants or rights to purchase
                           or acquire such convertible or exchangeable
                           securities and the subsequent conversion or exchange
                           thereof;

                                    (3)      on any change in the number of
                           shares of Common Stock deliverable upon exercise of
                           any such options, warrants or rights or conversion or
                           exchange of such convertible or exchangeable
                           securities or any change in the consideration to be
                           received by the Company upon such exercise,
                           conversion or exchange, but excluding changes
                           resulting from the anti-dilution provisions thereof
                           (to the extent comparable to the anti-dilution
                           provisions contained herein), the Conversion Price as
                           then in effect shall forthwith be readjusted to such
                           Conversion Price as would have been obtained had an
                           adjustment been made upon the issuance of such
                           options, warrants or rights not exercised prior to
                           such change, or of such convertible or exchangeable
                           securities not converted or exchanged prior to such
                           change, upon the basis of such change;

                                    (4)      on the expiration or cancellation
                           of any such options, warrants or rights (without
                           exercise), or the termination of the right to convert
                           or exchange such convertible or exchangeable
                           securities (without exercise), if the Conversion
                           Price shall have been adjusted upon the issuance
                           thereof, the Conversion Price shall forthwith be
                           readjusted to such Conversion Price as would have
                           been obtained had an adjustment been made upon the
                           issuance of such options, warrants, rights or such
                           convertible or exchangeable securities on the basis
                           of the issuance of only the number of shares of
                           Common Stock actually issued upon the

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                           exercise of such options, warrants or rights, or upon
                           the conversion or exchange of such convertible or
                           exchangeable securities; and

                                    (5)      if the Conversion Price shall have
                           been adjusted upon the issuance of any such options,
                           warrants, rights or convertible or exchangeable
                           securities, no further adjustment of the Conversion
                           Price shall be made for the actual issuance of Common
                           Stock upon the exercise, conversion or exchange
                           thereof;

                  provided, however, that no increase in the Conversion Price
                  shall be made pursuant to subclauses (1) or (2) of this
                  Section 7(A)(iii).

                  (B)      Stock Splits, Subdivisions, Reclassifications or
         Combinations. If the Company shall (1) declare a dividend or make a
         distribution on its Common Stock in shares of Common Stock, (2)
         subdivide or reclassify the outstanding shares of Common Stock into a
         greater number of shares, or (3) combine or reclassify the outstanding
         Common Stock into a smaller number of shares, the Conversion Price in
         effect at the time of the record date for such dividend or distribution
         or the effective date of such subdivision, combination or
         reclassification shall be proportionately adjusted so that the Holder
         of any shares of Series A Preferred Stock surrendered for conversion or
         exchange after such date shall be entitled to receive the number of
         shares of Common Stock which such holder would have owned or been
         entitled to receive after such date had such Series A Preferred Stock
         been converted or exchanged immediately prior to such date. Successive
         adjustments in the Conversion Price shall be made whenever any event
         specified above shall occur.

                  (C)      Business Combinations. In case of any Business
         Combination in which the holders of shares of Common Stock are entitled
         to receive stock, securities or property by virtue of their ownership
         of Common Stock or a reclassification of Common Stock (other than a
         reclassification of Common Stock referred to in Section 7(B)), each
         share of Series A Preferred Stock shall after the date of such Business
         Combination or reclassification be convertible into the number of
         shares of stock or other securities or property (including cash) to
         which the Common Stock issuable upon conversion of such share of Series
         A Preferred Stock immediately prior to such Business Combination or
         reclassification would have been entitled upon such Business
         Combination or reclassification; and in any such case, if necessary,
         the provisions set forth herein with respect to the rights and
         interests thereafter of the Holders of the shares of Series A Preferred
         Stock shall be appropriately adjusted so as to be applicable, as nearly
         as may reasonably be, to any shares of stock or other securities or
         property thereafter deliverable on the conversion of the shares of
         Series A Preferred Stock. In determining the kind and amount of stock,
         securities or the property receivable upon consummation of such
         Business Combination, if the holders of Common Stock have the right to
         elect the kind or amount of consideration receivable upon consummation
         of such Business Combination, then the Holder of the Series A Preferred
         Stock shall have the right to make a similar election as of the
         Conversion Date with respect to the number of shares of stock or other
         securities or property into which the Series A Preferred Stock shall be
         convertible.

                  (D)      Rounding of Calculations; Minimum Adjustments. All
         calculations under this Section 7 shall be made to the nearest one
         tenth (1/10th) of a cent or to the nearest one hundredth (1/100th) of a
         share, as the case may be. Any provision of this Section 7 to the
         contrary notwithstanding, no adjustment in the Conversion Price shall
         be made if the amount of such adjustment would be less than $0.01, but
         any such amount shall be carried forward and an adjustment with respect
         thereto shall be made at the time of and together with any subsequent

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         adjustment which, together with such amount and any other amount or
         amounts so carried forward, shall aggregate $0.01 or more. In addition,
         in no event shall be Conversion Price be adjusted to less than the
         lesser of $.01 per share or the par value of the Common Stock.

                  (E)      Timing of Issuance of Additional Common Stock Upon
         Certain Adjustments. In any case in which the provisions of this
         Section 7 shall require that an adjustment shall become effective
         immediately after a record date for an event, the Company may defer
         until the occurrence of such event (1) issuing to the Holder of any
         share of Series A Preferred Stock converted after such record date and
         before the occurrence of such event the additional shares of Common
         Stock issuable upon such conversion by reason of the adjustment
         required by such event over and above the shares of Common Stock
         issuable upon such conversion before giving effect to such adjustment
         and (B) paying to such Holder any amount of cash in lieu of a
         fractional share of such Common Stock; provided, however, that the
         Company upon request shall deliver to such Holder a due bill or other
         appropriate instrument evidencing such Holder's right to receive such
         additional shares, and such cash, upon the occurrence of the event
         requiring such adjustment.

                  (F)      Statement Regarding Adjustments. Whenever the
         Conversion Price shall be adjusted as provided in Section 7 the Company
         shall forthwith file, at the office of any transfer agent for the
         Series A Preferred Stock and at the principal office of the Company, a
         statement showing in reasonable detail the facts requiring such
         adjustment and the Conversion Price that shall be in effect after such
         adjustment and the Company shall also cause a copy of such statement to
         be sent by mail, first class postage prepaid, to each Holder at its
         address appearing in the Company's records.

                  (G)      Notices. In the event that the Company shall propose
         to take any action of the type described in Section 7 (but only if the
         action of the type described in Section 7 would result in an adjustment
         in the Conversion Price or a change in the type of securities or
         property to be delivered upon a conversion or exchange of Series A
         Preferred Stock), the Company shall give notice to each Holder, in the
         manner set forth in Section 7(F), which notice shall specify the record
         date, if any, with respect to any such action and the approximate date
         on which such action is to take place. Such notice shall also set forth
         the facts with respect thereto as shall be reasonably necessary to
         indicate the effect on the Conversion Price and the number, kind or
         class of shares or other securities or property which shall be
         deliverable upon conversion of shares of the Series A Preferred Stock.
         In the case of any action which would require the fixing or a record
         date, such notice shall be given at least 10 days prior to the date so
         fixed, and in case of all other action, such notice shall be given at
         least 15 days prior to the taking of such proposed action. Failure to
         give such notice, or any defect therein, shall not affect the legality
         or validity of any such action.

                  (H)      No Impairment. The Company will not, by amendment of
         its Certificate of Incorporation or through any reorganization,
         transfer of assets, consolidation, merger, dissolution, issue or sale
         of securities or any other voluntary action, avoid or seek to avoid the
         observance or performance of any of the terms to be observed or
         performed hereunder by the Company, but will at all times in good faith
         assist in the carrying out of all the provisions of Sections 6 and 7
         and in taking of all such action as may be necessary or appropriate in
         order to protect the conversion rights of the Holders of the Series A
         Preferred Stock against impairment.

                  (I)      No Duplication of Adjustments. If any action would
         require adjustment of the Conversion Price pursuant to more than one of
         the provisions of this Section 7, only one adjust-

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<PAGE>

         ment shall be made and such adjustment shall be the adjustment that
         results in the lowest Conversion Price after giving effect to such
         adjustment.

         8.       REDEMPTION.

                  (A)      Optional Redemption by the Company. After January 1,
         2005, the Company may, at its option, to the extent that it shall have
         funds legally available for such payment, redeem at any time in whole
         or in part, shares of Series A Preferred Stock at a redemption price
         per share payable in cash equal to $4.00 plus any accrued and unpaid
         dividends to and including the applicable date of redemption
         ("Redemption Price").

                  (B)      Procedure for Optional Redemption by the Company.

                                    (i)      In the event that fewer than all
                           the outstanding shares of Series A Preferred Stock
                           are to be redeemed pursuant to Section 8(A) hereof,
                           the number of shares to be redeemed shall be
                           determined by the Board of Directors and the shares
                           so redeemed shall be selected pro rata according to
                           the number of shares held by each Holder of the
                           Series A Preferred Stock.

                                    (ii)     In the event the Company shall
                           redeem shares of Series A Preferred Stock pursuant to
                           Section 8(A), notice of such redemption shall be
                           given by first class mail, postage prepaid, mailed
                           not less than 30 days nor more than 60 days prior to
                           the redemption date, to each Holder of record of the
                           shares to be redeemed at such Holder's address as the
                           same appears on the stock register of the Company,
                           provided that neither the failure to give such notice
                           nor any defect therein shall affect the validity of
                           the giving of notice for the redemption of any share
                           of Series A Preferred Stock to be redeemed except as
                           to the Holder to whom the Company has failed to give
                           said notice or exchange as to the Holder whose notice
                           was defective. Each such notice shall state: (i) the
                           Redemption Date; (ii) the number of shares of Series
                           A Preferred Stock to be redeemed and, if fewer than
                           all the shares held by such holder are to be
                           redeemed, the number of shares to be redeemed from
                           such Holder; (iii) the Redemption Price; and (iv) the
                           place or places where certificates for such shares
                           are to be surrendered for payment of the redemption
                           price. Upon the receipt of notice, the Holder shall
                           surrender to the Company or any transfer agent of the
                           Company the certificate or certificates representing
                           the shares of Series A Preferred Stock to be
                           redeemed. Redemption shall be deemed to have been
                           effected on the date when the notice of redemption is
                           mailed to the Holders ("Redemption Date"). As
                           promptly as practicable after the Redemption Date and
                           the receipt of certificate or certificates of Series
                           A Preferred Stock, the Company shall issue and
                           deliver to the Holder the Redemption Price by check
                           or wire transfer of immediately available funds

                  (C)      Status of Redeemed Shares. No share or shares of
         Series A Preferred Stock acquired by the Company by reason of
         redemption, purchase or otherwise shall be reissued, and all such
         shares shall be canceled, retired and eliminated from the shares which
         the Company shall be authorized to issue.

         9.       LIMITATIONS ON SERIES A PREFERRED STOCK. No share or shares of
Series A Preferred Stock the Company acquires through redemption, option,
exchange or otherwise will be reissued as Series A Preferred Stock, and all such
shares will be canceled, retired and eliminated from the shares of Series A
Preferred Stock which the Company will be authorized to issue, and will be
restored to the status of

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<PAGE>

authorized but undesignated preferred stock of the Company eligible for
designation and reissuance subject to the terms hereof and the Certificate. The
Company will not issue any further shares of Series A Preferred Stock.

         10.      WAIVERS. With the written consent of Holders of a majority of
the Series A Preferred Stock, the obligations of the Company and the rights of
the Holders under this Certificate of Designation may be waived (either
generally or in a particular instance, either retroactively or prospectively and
either for a specified period of time or indefinitely). Upon the effectuation of
each such waiver, the Company will promptly give written notice thereof to the
Holders who have not previously consented thereto in writing.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

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         IN WITNESS WHEREOF, this Certificate of Designation has been signed on
behalf of the Company by its President and attested to by its Secretary, all as
of the _____ day of March, 2002.

                                 ISOLAGEN, INC.

                                                  By: __________________________
                                                           Michael Avignon
                                                           President

ATTEST:

By: ______________________________________
      Jeffrey W. Tomz
      Chief Financial Officer and Secretary

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