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                                                                     EXHIBIT 4.3


           CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF 10%
              PAY IN KIND DIVIDEND CONVERTIBLE PREFERRED STOCK OF
                               EARTHCARE COMPANY


EarthCare Company, a corporation organized and existing under the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

         That, pursuant to authority conferred upon the Board of Directors by
the Certificate of Incorporation (as amended) of said corporation, and pursuant
to the provisions of Section 151 of the General Corporation Law of the State of
Delaware said Board of Directors, at a meeting duly held on ____________________
adopted a resolution providing for the issuance of a series of Thirteen Million
(13,000,000) shares of preferred stock, par value $.0001, which resolution is as
follows:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation by its Certificate of Incorporation, as amended,
the Board of Directors hereby creates a series A of preferred stock designated
10% Pay In Kind Dividend Convertible Preferred Stock (this "Series A" or
"Preferred Stock"), consisting of 13,000,000 shares, $.00001 par value each,
issued in units of $1,000 face value per unit. The face value of each share of
Preferred Stock shall be $1.00. The preferences and relative, participating,
optional and other special rights, and the qualifications, limitations or
restrictions on such preferences and rights shall be as follows:

         (1) Dividends. The holders of record shares of this Series shall be
entitled to receive dividends payable in kind in Preferred Stock equal to 10% of
the face value per share per annum, payable quarterly on such dates as may from
time to time be determined by the Board of Directors, in preference to and in
priority over dividends upon the Common Stock of the Corporation and all other
shares of preferred stock of the Corporation which are by their terms expressly
made junior as to dividends to this Series. At the Company's option and, subject
to the terms of the Company's credit agreements, the Company may elect to pay
the dividends in cash. Dividends on each share of this Series shall accumulate,
whether or not earned or declared, from the date of its issuance;



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provided that if so provided in a resolution adopted by the Board of Directors
on or prior to the date of its issuance, dividends on any share of this Series
shall accumulate from the date set forth in such resolution, which date shall
not be more than 120 days before or after the date of the issuance of such
share. The holders of shares of this Series shall not be entitled to any
dividends other than the dividends provided for in this Section 1. No dividends
shall be declared or paid on the Common Stock of the Corporation during any
period when the Corporation has failed to pay the required dividend on this
Series for any preceding quarter.

         (2) Liquidation. In the event of a liquidation, dissolution or winding
up of the Corporation, the holders of shares of this Series shall be entitled to
receive out of the assets of the Corporation an amount equal to $1.00 per share,
plus any accrued and unpaid dividends thereon to the date fixed for
distribution, in preference to and in priority over any such distribution upon
the Common Stock of the Corporation and all other shares of preferred stock of
the Corporation which are by their terms expressly made junior as to liquidation
preferences to this Series but subject to the prior rights of the holders of
shares of other series of preferred stock of the Corporation which are by their
terms expressly made senior as to liquidation preferences to this Series.

         (3) Redemption. This Series shall be redeemed no later than December
31, 2005 (the "Redemption Date") for a redemption price of $1.00 per share. In
the event that this Series is redeemed prior to the Redemption Date, the
redemption price shall be as follows:

              a.  During the first year after the Closing Date, 105% of face
                  value.

              b.  During the second year after the Closing Date, 104% of face
                  value.

              c.  During the third year after the Closing Date, 103% of face
                  value.

              d.  During the fourth year after the Closing Date, 102% of face
                  value.

         The Corporation agrees to redeem the Preferred Stock prior to the
Redemption Date, subject to the terms of credit and debt agreements, in the
event the Corporation is able to raise debt or equity capital on acceptable
terms or sells a significant portion of its assets. The Preferred Stock shall
not be redeemed as a result of a change in the voting control of the Corporation
and the terms and conditions of the Preferred Stock shall be assumed by any
acquirer of such voting control.

         The Closing Date shall be the date of this preferred stock certificate.

         (4) Voting Rights. Each holder of this Series shall be entitled to one
vote for each share of this Series standing in his name on the books of the
Corporation, with the same and identical voting rights as holders of shares of
Common Stock of the Corporation, except as otherwise expressly provided in this
Section 4.



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         A. Dividend Defaults. If and whenever accrued dividends on this or any
other Series of Preferred Stock of the Corporation shall not have been paid in
an aggregate amount equal to six quarter-annual dividends on the shares of this
or such other Series at the time outstanding, then, and in any such event, the
holders of shares of this and all other Series of Preferred Stock of the
Corporation at the time outstanding, voting separately as a class, shall be
entitled to elect the greatest of (i) two directors of the Corporation, or (ii)
that portion of the total number of the directors of the Corporation as shall
equal the amount (rounded to the nearest whole number) arrived at by multiplying
the total number of directors of the Corporation by a fraction the numerator of
which is the total number of shares of all Preferred Stock of the Corporation at
the time outstanding and the denominator of which is the total number of shares
of all Common and Preferred Stock of the Corporation at the time outstanding.
Such right to vote separately as a class to elect directors shall, when vested,
be in lieu of any right to vote together with the holders of the Common Stock
for the election of directors, and shall be exercised until all dividends in
default on the Preferred Stock of the Corporation shall have been paid in full
or funds sufficient therefore set aside and, when such dividends in default have
been paid in full or funds sufficient therefore have been set aside, such right
to elect directors separately as a class shall cease and the right to vote
together with the holder of Common Stock for the election of directors shall
resume; subject, always, to the same provisions for the vesting of such right to
elect directors separately as a class in the case of future dividend defaults.
At any time when such right to elect directors separately as a class shall have
so vested, the Corporation may, and upon the written request of the holders of
record of not less than 20 percent of the total number of shares of all of the
Preferred Stock of the Corporation then outstanding shall, call a special
meeting of stockholders for the election of directors. In the case of such a
written request, such special meeting shall be held within ninety days after the
delivery of such request and, in either case, at the place and upon the notice
provided by law and in the Bylaws of the Corporation; provided that the
Corporation shall not be required to call such a special meeting if such request
is received less than 120 days before the date fixed for the next ensuing annual
meeting of stockholders of the Corporation. Directors elected as aforesaid shall
serve until the next annual meeting of the stockholders of the Corporation or
until their respective successors shall be elected and qualify. If prior to the
end of the term of any director elected as aforesaid, a vacancy in the office of
such director shall occur during the continuance of a default in dividends on
this Series by reason of death, resignation or disability, such vacancy shall be
filled for the unexpired term by the appointment by the remaining director or
directors elected as aforesaid of a new for the unexpired term of such former
director.

         (5) Conversion Privilege and Price. The holders of shares of this
Series shall have the right, at their option, to convert such shares into fully
paid and nonassessable shares (calculated as to each conversion to the nearest
1/100th of a share) of Common Stock of the Corporation. The price at which
shares of a Common Stock shall be delivered upon conversion shall be equal to
120% of the market price of the Common Stock. The market price for each share of
Common Stock shall be equal to the five day average closing price of the Common
Stock on the NASDAQ Exchange for the five trading days immediately preceding the
Closing Date. Such price shall be subject to



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adjustment from time to time as provided in Section 7 and, as from time to time
adjusted, is herein called the "Conversion Price."

         In case shares of this Series are called for redemption by the
Corporation pursuant to Section 3, the right to convert such shares shall cease
and terminate at the close of business on the date fixed by redemption for the
Corporation.

         (6) Conversion Procedure. In order to convert shares of this Series
into Common Stock, the holder thereof shall surrender at the office of any
transfer agent for this Series designated for that purpose by the Board of
Directors, or at any such other office as may be designated by the Board of
Directors, the certificate or certificates therefor, duly endorsed or assigned
to the Corporation or in blank, and shall give written notice to the Corporation
at said office that he elects to convert such shares.

         Shares of this Series shall be deemed to have been converted
immediately prior to the close of business on the day of the surrender of such
shares for conversion in accordance with the foregoing provisions, and the
person or persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of holders of
such Common Stock at such time. As promptly as practicable on or after the
conversion date, the Company shall issue and deliver at said office a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion to the person or persons entitled to receive the
same.

         The Corporation will pay any and all documentary, stamp or similar
taxes that may be payable in respect of the issuance or delivery of shares of
Common Stock upon conversion of shares of this Series. The Corporation shall
not, however, be required to pay any such tax which may be payable in respect of
any transfer involved in the issuance and delivery of shares of Common Stock in
a name other than that in which the shares of this Series so converted were
registered, and no such issuance or delivery shall be made unless and until the
person requesting such issuance has paid to the Corporation the amount of any
such tax, or has established, to the satisfaction of the Corporation, that such
tax has been paid.

         The Corporation shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of the shares of this Series, the full
number of shares of Common Stock then deliverable upon the conversion of this
Series then outstanding.

         (7) Dividend Rate and Conversion Price. The dividend rate shall be
equal to 10%. The Conversion Price shall be equal to 120% of the five-day
average of the closing prices for the Company's common stock as reported by
Nasdaq for the five days immediately preceding the Closing Date. If the Company
issues equity or debt securities with an sale, exercise, conversion or market
price less than the Conversion Price, other than the issuance of securities
under existing or future employee stock option plans, and if the aggregate
market value of the offering exceeds $1,000,000 (one million dollars),



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then the Conversion Price will be reset to this new market price, if this new
market price is lower than the Conversion Price.

         (8) Mergers and Certain Other Reclassifications of Common Stock. In
case of the consolidation or merger of the Corporation with and into another
corporation or the conveyance of all or substantially all of the assets of the
Corporation to another corporation, each holder of this Series shall thereafter
be entitled to convert his shares of this Series into that number of shares of
stock or other securities or property which would have been deliverable to such
holder upon such consolidation, merger or conveyance if such holder had
converted his shares of this Series into Common Stock immediately prior to such
consolidation, merger or conveyance. In any such case, the Board of Directors of
the Corporation shall by resolution make any appropriate adjustment in the
provisions of this Series to the end that such provisions shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other securities or property deliverable after such consolidation, merger or
conveyance upon the conversion of shares of this Series.

         (9) Notice to Holders of Certain Transactions. The Corporation shall
cause a notice to be mailed to the transfer agent or agents for this Series, and
to the holders of record of shares of this Series at their respective addresses
as the same shall appear on the books of the Corporation, if any of the
following shall occur:

                  a.       The Corporation shall declare a dividend (or any
                           other distribution) on its Common Stock payable
                           otherwise than in cash out of its earned surplus or
                           in an amount per share which is in excess of twice
                           the most recent prior dividend on its Common Stock;

                  b.       The Corporation shall authorize the granting to the
                           holders of its Common Stock of rights to subscribe
                           for or purchase any shares of capital stock of any
                           class or of any other rights;

                  c.       Any reclassification of the capital stock of the
                           Corporation (other than a subdivision or combination
                           of its outstanding shares of Common Stock), or of any
                           consolidation or merger to which the Corporation is a
                           party and for which approval of any stockholders of
                           the Corporation is required, or of the sale of
                           transfer of all or substantially all of the assets of
                           the Corporation;

                  d.       The voluntary or involuntary dissolution, liquidation
                           or winding up of the Corporation.

Such notice shall be mailed at least twenty days prior to the applicable record
date or other date hereinafter referred to and shall specify (i) the date on
which a record is to be taken for the purpose of such dividend, or distribution
of rights, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, or distribution of
rights are to be determined, or (ii) the date on which, in



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connection with any reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up, it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

         (10) Transfer of Preferred Stock. The Preferred Stock may be
transferred by the holders thereof subject to applicable securities laws.

         (11) Registrations and Offerings. The Common Stock reserved for
conversion will be registered under applicable securities laws prior to January
1, 2002. In the event that a registration statement is not filed with the
Securities and Exchange Commission by December 31, 2001, the dividend rate will
increase to 12.5% per annum.

         The holders of 66 2/3% or more of the Preferred Stock may request that
the Corporation undertake an offering whereby the holders may elect to convert
and sell Common Stock equal to one-third of their holdings. Each such offering
will be underwritten by an investment bank selected by the Corporation and will
be a non-guaranteed, "best efforts" offering. The holders of Preferred Stock may
request such an offering one time per year in 2003, 2004 and 2005. The
Corporation has the right to refuse one such offering, in which case, the
holders of the Preferred Stock will be permitted to sell one-half of their
holdings in the remaining offerings. If the Corporation does not file a
registration statement for any offering within 180 days of the request
therefore, the dividend rate will increase to 12.5% per annum. The Corporation
will bear the costs of each offering. The Corporation will not be subject to any
penalty if any offering is not completed or deemed successful.

         (12) No Other Rights. The shares of this Series shall not have any
relative, participating, optional or other special rights or powers other than
as set forth above and in the Certificate of Incorporation of the Corporation,
as amended.

         IN WITNESS WHEREOF, said EarthCare Company has caused this Certificate
to be signed by __________________________, its _____________________________,
the ___________________ day of ______________, 2001.



                                                  By:
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