Exhibit 3.3

                    CERTIFICATE OF DESIGNATION OF PREFERENCES
                           OF SERIES A PREFERRED STOCK
                                       OF
                          NORTHGATE INNOVATIONS, INC.,
                             a Delaware corporation

         The undersigned, Mike Chen, hereby certifies that:

         I. He is the  duly  elected  and  acting  President  and  Secretary  of
Northgate Innovations, Inc., a Delaware corporation (the "Corporation").

         II.  Pursuant  to the  authority  contained  in  Article  Fourth of the
Corporation's Certificate of Incorporation and in accordance with the provisions
of Section  151 of the General  Corporation  Law of the State of  Delaware,  the
Corporation's Board of Directors has adopted the following  resolutions creating
a series of its Preferred Stock designated as Series A Preferred Stock:

         WHEREAS,  Article Fourth of the  Certificate of  Incorporation  of this
Corporation  authorizes the Board of Directors to designate and issue any or all
shares of the Preferred Stock in one or more series, and authorizes the Board of
Directors  to  fix  by  resolution  or  resolutions  the  designations,  powers,
preferences and relative,  participating,  optional or other special rights, and
the qualifications,  limitations or restrictions,  for each such series, and the
number of shares constituting any such series; and

         WHEREAS,  the  Corporation  has not  designated or issued any shares of
Preferred Stock and the Board of Directors of the Corporation desires,  pursuant
to its  authority as aforesaid,  to designate  and fix the rights,  preferences,
privileges  and  restrictions  relating to the initial  series of said Preferred
Stock and the number of shares constituting and the designation of said series.

         NOW,  THEREFORE,  BE IT  RESOLVED,  that the  Board of  Directors  (the
"Board") hereby fixes and determines the  designations  of, the number of shares
constituting,  and the rights,  preferences,  and  privileges  and  restrictions
relating to, a new series of preferred Stock as follows:

     1.   Designation  and Amount.  There shall be a series of  Preferred  Stock
          designated  as "Series A Preferred  Stock,  $0.01 par value per share"
          (the "Series A Preferred Stock") and the number of shares constituting
          such series shall be 1,350,000.

     2.   Dividends.

          (a)  The  holders of the Series A Preferred  Stock shall be  entitled,
               subject to the rights of any  subsequently  authorized  series of
               Preferred  Stock,  to receive  dividends at the rate of $1.00 per
               share (as  adjusted  for any  stock  dividends,  combinations  or
               splits with  respect to such  shares)  per annum,  payable out of
               funds  legally  available  therefor.   Such  dividends  shall  be
               non-cumulative  and payable only when, as, and if declared by the
               Board of Directors;  provided,  however,  that dividends shall be
               deemed to be

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               cumulative  solely for purposes of  determining  the  liquidation
               preference pursuant to Section 3(a) below.

          (b)  No dividends (other than those payable solely in the Common Stock
               of the  Corporation)  shall  be paid on any  Common  Stock of the
               Corporation  during  any  fiscal  year of the  Corporation  until
               dividends  in the total  amount of $ 1.00 per share (as  adjusted
               for any stock  dividends,  combinations or splits with respect to
               such shares) on the Series A Preferred Stock shall have been paid
               or declared and set apart during that fiscal year.

     3. Liquidation Preference.

          (a)  In the event of any liquidation, dissolution or winding up of the
               Corporation,  whether  voluntary or  involuntary,  subject to the
               rights of any subsequently  authorized series of Preferred Stock,
               the holders of the Series A Preferred  Stock shall be entitled to
               receive,  prior and in preference to any  distribution  of any of
               the assets or surplus funds of the  Corporation to the holders of
               the Common Stock by reason of their ownership  thereof the amount
               of  $1.00  per  share  (as  adjusted  for  any  stock  dividends,
               combinations  or splits with  respect to such  shares),  plus all
               accrued or declared  but unpaid  dividends on such share for each
               such share of Series A Preferred Stock then held by them. If upon
               the  occurrence  of  such  event,   the  assets  and  funds  thus
               distributed  among the  holders of the Series A  Preferred  Stock
               shall be  insufficient  to permit the payment to such  holders of
               the full aforesaid  preferential  amount,  then the entire assets
               and funds of the Corporation  legally  available for distribution
               shall be  distributed  ratably  among the holders of the Series A
               Preferred  Stock in  proportion to the  preferential  amount each
               such holder is otherwise entitled to receive.

          (b)  After  payment to the holders of the Series A Preferred  Stock of
               the amounts set forth in Section 3(a) above, the entire remaining
               assets  and  funds  of  the  Corporation  legally  available  for
               distribution,  if any, shall be distributed  among the holders of
               the Common Stock in proportion to the shares of Common Stock then
               held by them.

          (c)  For  purposes  of this  Section  3,  (i) any  acquisition  of the
               Corporation  by  means  of  merger  or  other  form of  corporate
               reorganization in which outstanding shares of the Corporation are
               exchanged for securities or other consideration issued, or caused
               to be issued,  by the  acquiring  corporation  or its  subsidiary
               (other than a mere reincorporation transaction) or (ii) a sale of
               all or substantially all of the assets of the Corporation,  shall
               not be treated as a liquidation, dissolution or winding up of the
               Corporation.

          (d)  Whenever the distribution provided for in this Section 3 shall be
               payable in securities or property  other than cash,  the value of
               such  distribution  shall  be  the  fair  market  value  of  such
               securities  or other  property as determined in good faith by the
               Board of Directors.

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     4.   Voting.  Except as  otherwise  required by law or as  provided  for in
          Section 6 below,  the holder of shares of the Series A Preferred Stock
          shall not be entitled to vote on any matter submitted to a vote of the
          stockholders of the Corporation and shall not be entitled to notice of
          any stockholders' meeting.

     5.   Conversion.  The  holders of the Series A  Preferred  Stock shall have
          conversion rights as follows (the "Conversion Rights"):

          (a)  Right to Convert. Each share of Series A Preferred Stock shall be
               convertible,  at the  option of the holder  thereof,  at any time
               after the date of issuance of such share but prior to any payment
               on such share of the liquidation payment provided in Section 3(a)
               hereof,  at the office of the  Corporation  or any transfer agent
               for such  stock,  into  3.12828 of fully  paid and  nonassessable
               shares of Common Stock (the "Conversion Rate").

          (b)  Automatic  Conversion.  Each  share of Series A  Preferred  Stock
               shall  automatically  be converted into shares of Common Stock at
               the  then-effective  Conversion  Rate,  upon the  transfer by the
               holder of a share of Series A Preferred  Stock to a holder  other
               than the  Corporation or a trustee of the Lan Plus Employee Stock
               Ownership Plan (the "ESOP"),  including,  without  limitation any
               distribution   of  shares  of   Series  A   Preferred   Stock  to
               participants in the ESOP.

          (c)  Mechanics of Conversion.  Before any holder of Series A Preferred
               Stock shall be entitled to convert the same into shares of Common
               Stock, the holder shall surrender the certificate or certificates
               therefor,  duly endorsed,  at the office of the Corporation or of
               any transfer agent for such stock,  and shall give written notice
               to the  Corporation  at such  office  that the  holder  elects to
               convert  the same and shall  state  therein  the name or names in
               which the  holder  wishes the  certificate  or  certificates  for
               shares of Common Stock to be issued.  The  Corporation  shall, as
               soon as practicable thereafter,  issue and deliver at such office
               to such  holder of Series A Preferred  Stock,  a  certificate  or
               certificates for the number of shares of Common Stock to which he
               shall be entitled as aforesaid.  Such conversion  shall be deemed
               to have been made  immediately  prior to the close of business on
               the date of surrender  of the shares of Series A Preferred  Stock
               to be  converted,  and the person or persons  entitled to receive
               the shares of Common Stock issuable upon such conversion shall be
               treated for all purposes as the record  holder or holders of such
               shares of Common Stock on such date.

          (d)  Adjustments to Series A Conversion Rate for Certain Issues.

               (i)  Special Definitions.  For purposes of this Section 5(d), the
                    following definitions apply:

                    (1)  "Options"  shall mean rights,  options,  or warrants to
                         subscribe  for,  purchase or otherwise  acquire  either
                         Common Stock or Convertible Securities (defined below).

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                    (2)  "Original  Issue  Date"  shall mean the date on which a
                         share of Series A Preferred Stock was first issued.

                    (3)  "Convertible  Securities"  shall mean any  evidences of
                         indebtedness,  shares  (other  than  Common  Stock  and
                         Series  A   Preferred   Stock)   or  other   securities
                         convertible into or exchangeable for Common Stock.

                    (4)  "Additional  Shares of  Common  Stock"  shall  mean all
                         shares of Common Stock issued (or,  pursuant to Section
                         5(d)(iii),  deemed  to be  issued)  by the  Corporation
                         after the  Original  Issue  Date,  other than shares of
                         Common Stock issued or issuable:

                           (A)      upon   conversion  of  shares  of  Series  A
                                    Preferred Stock;

                           (B)      to officers,  directors or employees  of, or
                                    consultants to, the Corporation  pursuant to
                                    stock  option  or  stock  purchase  plans or
                                    agreements   approved   by  the   Board   of
                                    Directors;

                           (C)      as a dividend  or  distribution  on Series A
                                    Preferred Stock;

                           (D)      for  which   adjustment   of  the  Series  A
                                    Conversion Price is made pursuant to Section
                                    5(e);

                           (E)      upon    conversion   of   any    Convertible
                                    Securities  outstanding  on of  prior to the
                                    Original Issue Date; or

                           (F)      upon  exercise  of any  rights  to  acquire,
                                    options  or  warrants  to  subscribe  for or
                                    purchase  Common  Stock  outstanding  on  or
                                    prior to the Original Issue Date.

               (ii) Deemed Issue of Additional  Shares of Common  Stock.  In the
                    event the Corporation at any time or from time to time after
                    the Original  Issue Date shall issue any Options (other than
                    Options  described  in  Section   5(d)(i)(4)(B)  hereof)  or
                    Convertible  Securities  or shall fix a record  date for the
                    determination  of  holders of any class of  securities  then
                    entitled  to  receive  any  such   Options  or   Convertible
                    Securities,  then the maximum number of shares (as set forth
                    in the  instrument  relating  thereto  without regard to any
                    provisions  contained  therein  designed to protect  against
                    dilution) of Common Stock issuable upon the exercise of such
                    Options  or,  in the  case  of  Convertible  Securities  and
                    Options  therefor,   the  conversion  or  exchange  of  such
                    Convertible  Securities,  shall be deemed  to be  Additional
                    Shares of Common  Stock  issued as of the time of such issue
                    or, in case such a record date shall have been fixed,  as of
                    the close of business on such record date,  provided further
                    that in any such case in which  Additional  Shares of Common
                    Stock are deemed to be issued:

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                    (1)  no further  adjustments in the Conversion Rate shall be
                         made   upon  the   subsequent   issue  of   Convertible
                         Securities  or shares of Common Stock upon the exercise
                         of such  Options  or  conversion  or  exchange  of such
                         Convertible Securities;

                    (2)  if such  Options  or  Convertible  Securities  by their
                         terms  provide,  with the passage of time or otherwise,
                         for any  increase in the  consideration  payable to the
                         Corporation,  or  decrease  in the  number of shares of
                         Common Stock issuable, upon the exercise, conversion or
                         exchange thereof, the Conversion Rate computed upon the
                         original  issue  thereof (or upon the  occurrence  of a
                         record date with respect  thereto),  and any subsequent
                         adjustments   based  thereon,   shall,  upon  any  such
                         increase or decrease becoming effective,  be recomputed
                         to reflect  such  increase  or  decrease  insofar as it
                         affects  such  Options or the rights of  conversion  or
                         exchange under such Convertible  Securities  (provided,
                         however, that no such adjustment of the Conversion Rate
                         shall  erect  Common  Stock   previously   issued  upon
                         conversion of the Series A Preferred Stock); and

                    (3)  upon the expiration of any such Options, the Conversion
                         Rate,  to the extent in any way affected by or computed
                         using such Options,  shall be recomputed to reflect the
                         issuance  of only the number of shares of Common  Stock
                         (and  Convertible  Securities  which retrain in effect)
                         actually issued upon the exercise of such Options.

               (iii)Adjustment of  Conversion  Price upon Issuance of Additional
                    Shares of Common Stock.  In the event this  Corporation,  at
                    any  time  after  the   Original   Issue  Date  shall  issue
                    Additional  Shares of  Common  Stock  (including  Additional
                    Shares of Common  Stock  deemed  to be  issued  pursuant  to
                    Section   5(d)(iii))   without   consideration   or   for  a
                    consideration per share less than the Fair Market Value of a
                    share of Common Stock  immediately prior to such issue, then
                    and in such event,  the Conversion  Rate shall be increased,
                    concurrently  with such  issue,  to a number  determined  by
                    multiplying  the Conversion Rate prior to such issuance by a
                    fraction,  the  numerator  of which  shall be the  number of
                    shares of Common Stock outstanding immediately prior to such
                    issue plus the number of  Additional  Shares of Common Stock
                    so issued,  and the denominator of which shall be the number
                    of shares of Common Stock  outstanding  immediately prior to
                    such issue plus  number of shares of Common  Stock which the
                    aggregate  consideration received by the Corporation for the
                    total number of Additional  Shares of Common Stock so issued
                    would   purchase  at  the  Fair   Market   Value  in  effect
                    immediately  prior to such issuance.  For the purpose of the
                    above  calculation,  the  number of  shares of Common  Stock
                    outstanding   immediately  prior  to  such  issue  shall  be
                    calculated  on a fully  diluted  basis,  as if all shares of
                    Series A Preferred Stock and all Convertible  Securities had
                    been fully  converted  into  shares of Common  Stock and any
                    outstanding  warrants,  Options  or  other  rights  for  the
                    purchase of shares of stock or  convertible  securities  had
                    been fully  exercised  (and the resulting  securities  fully
                    converted into shares of

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                    Common  Stock,  if so  convertible)  as of such date.  "Fair
                    Market Value" on any date means:  (a) if the stock is listed
                    or admitted to trade on a national securities exchange,  the
                    closing  price of the  stock  as  published  in the  Western
                    Edition  of  The  Wall  Street  Journal,  of  the  principal
                    national securities exchange on which the stock is so listed
                    or  admitted  to  trade,  on such  date,  or, if there is no
                    trading of the stock on such date, then the closing price of
                    the  stock  as  quoted  on such  Composite  Tape on the next
                    preceding  date on which there was  trading in such  shares;
                    (b) if the  stock is not  listed or  admitted  to trade on a
                    national securities exchange, the last/closing price for the
                    stock on such date, as furnished by the National Association
                    of  Securities  Dealers,  Inc.  ("NASD")  through the NASDAQ
                    National Market Reporting  System or a similar  organization
                    if the NASD is no longer reporting such information;  (c) if
                    the stock is not listed or  admitted  to trade on a national
                    securities  exchange  and is not  reported  on the  National
                    Market Reporting System,  the mean between the bid and asked
                    price for the stock on such date,  as  furnished by the NASD
                    or a similar organization; or (d) if the stock is not listed
                    or admitted to trade on a national securities  exchange,  is
                    not reported on the National Market  Reporting System and if
                    bid and asked prices for the stock are not  furnished by the
                    NASD or a similar organization,  the value as established by
                    the  Board of  Directors  at such time for  purposes  of the
                    ESOP.

               (iv) Determination of Consideration. For purposes of this Section
                    5(d), the consideration received, by the Corporation for the
                    issue of any  Additional  Shares  of Common  Stock  shall be
                    computed as follows:

                    (1)  Cash and Property. Such consideration shall:

                           (A)      insofar as it consists of cash,  be computed
                                    at the aggregate  amount of cash received by
                                    the  Corporation  excluding  amounts paid or
                                    payable  for  accrued  interest  or  accrued
                                    dividends;

                           (B)      insofar as it  consists  of  property  other
                                    than  cash,  be  computed  at the fair value
                                    thereof  at the  time  of  such  issue,  as.
                                    determined in good faith by the Board; and

                           (C)      in the  event  Additional  Shares  of Common
                                    Stock are issued  together with other shares
                                    or   securities   or  other  assets  of  the
                                    Corporation for  consideration  which covers
                                    both,    be   the    proportion    of   such
                                    consideration   so  received,   computed  as
                                    provided  in clauses  (A) and (B) above,  as
                                    determined in good faith by the Board.

               (2)  Options and Convertible  Securities.  The  consideration per
                    share received by the Corporation  for Additional  Shares of
                    Common Stock deemed to have been issued  pursuant to Section
                    5(d)(iii),  relating to Options and  Convertible  Securities
                    shall be determined by dividing:

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                           (A)      the  total  amount,   if  any,  received  or
                                    receivable    by    the    Corporation    as
                                    consideration  for the issue of such Options
                                    or Convertible Securities,  plus the minimum
                                    aggregate amount of additional consideration
                                    (as set  forth in the  instruments  relating
                                    thereto,  without  regard  to any  provision
                                    contained   therein   designed   to  protect
                                    against dilution) payable to the Corporation
                                    upon the  exercise  of such  Options  or the
                                    conversion  or exchange of such  Convertible
                                    Securities,  or in the case of  Options  for
                                    Convertible Securities, the exercise of such
                                    Options for  Convertible  Securities and the
                                    conversion  or exchange of such  Convertible
                                    Securities by;

                           (B)      the maximum number of shares of Common Stock
                                    (as set  forth in the  instruments  relating
                                    thereto,  without  regard  to any  provision
                                    contained   therein   designed   to  protect
                                    against  the  dilution)  issuable  upon  the
                                    exercise of such  Options or  conversion  or
                                    exchange of such Convertible Securities.

          (e)  Adjustments  to  Conversion  Prices for Stock  Dividends  and for
               Combinations  or  Subdivisions of Common Stock. In the event that
               this  Corporation  at any  time or from  time to time  after  the
               Original Issue Date shall declare or pay, without  consideration,
               any  dividend on the Common  Stock  payable in Common Stock or in
               any right to acquire Common Stock for no consideration,  or shall
               effect a subdivision  of the  outstanding  shares of Common Stock
               into a greater  number of shares of Common Stock (by stock split,
               reclassification  or  otherwise  than by payment of a dividend in
               Common Stock or in any right to acquire Common Stock),  or in the
               event the outstanding shares of Common Stock shall be combined or
               consolidated,  bar  reclassification or otherwise,  into a lesser
               number of shares of Common  Stock,  then the Series A  Conversion
               Rate  in  effect   immediately   prior  to  such   event   shall,
               concurrently   with  the   effectiveness   of  such   event,   be
               proportionately decreased or increased, as appropriate.

          (f)  Adjustments  for  Reclassification  and  Reorganization.  If  the
               Common Stock  issuable upon  conversion of the Series A Preferred
               Stock  shall be changed  into the same or a  different  number of
               shares of any other class or classes of stock, whether by capital
               reorganization,  reclassification  or  otherwise  (other  than  a
               subdivision or combination of shares provided for in Section 5(e)
               above),  the  Series A  Conversion  Rate  then in  effect  shall,
               concurrently  with the  effectiveness of such  reorganization  or
               reclassification,  be proportionately adjusted so that the Series
               A  Preferred  Stock  shall be  convertible  into,  in lieu of the
               number  of  shares  of  Common  Stock  which  the  holders  would
               otherwise  have been  entitled to receive,  a number of shares of
               such other class or classes of stock  equivalent to the number of
               shares of Common Stock that would have been subject to receipt by
               the  holders  upon  conversion  of the Series A  Preferred  Stock
               immediately before that change.

          (g)  Certificates  as to  Adjustments.  Upon  the  occurrence  of each
               adjustment or  readjustment  of the  Conversion  Rate pursuant to
               this Section 5, the  Corporation  at its expense  shall  promptly
               compute such adjustment or readjustment

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               in  accordance  with the terms  hereof and prepare and furnish to
               each holder of Series A Preferred Stock a certificate executed by
               the  Corporation's  President or Chief Financial  Officer setting
               forth such adjustment or  readjustment  and showing in detail the
               facts upon which such adjustment or readjustment is based.

          (h)  Notices of Record Date. In the event that the  Corporation  shall
               propose at any time: (i) to declare any dividend or  distribution
               upon its Common Stock, whether in cash, property,  stock or other
               securities, whether or not a regular cash dividend and whether or
               not  out of  earnings  or  earned  surplus;  (ii)  to  offer  for
               subscription  pro rata to the  holders  of any class or series of
               its stock any  additional  shares of stock of any class or series
               or  other  rights;   (iii)  to  effect  any  reclassification  or
               recapitalization  of its Common  Stock  outstanding  involving  a
               change in the Common Stock; or (iv) to merge or consolidate  with
               or into any other  corporation,  or sell,  lease or convey all or
               substantially  all of its assets,  or to  liquidate,  dissolve or
               wind  up;  then,  in  connection   with  each  such  event,   the
               Corporation  shall  send to the  holders  of  Series A  Preferred
               Stock:  (1) at least twenty (20) days prior written notice of the
               date on  which  a  record  shall  be  taken  for  such  dividend,
               distribution or  subscription  rights (and specifying the date on
               which the holders of Common  Stock shall be entitled  thereto) or
               for determining rights to vote, if any, in respect of the matters
               referred to in clauses (iii) and (iv) above;  and (2) in the case
               of the matters  referred to in clauses  (iii) and (iv) above,  at
               least twenty (20) days prior written  notice of the date when the
               same  shall  take  place  (and  specifying  the date on which the
               holders of Common  Stock  shall be  entitled  to  exchange  their
               Common Stock for securities or other property  deliverable.  upon
               the occurrence of such event).

          (i)  Issue  Taxes.  The  Corporation  shall  pay any and all issue and
               other  taxes  that may be  payable  in  respect  of any  issue or
               delivery  of shares of Common  Stock on  conversion  of shares of
               Series A Preferred Stock pursuant hereto; provided, however, that
               the Corporation  shall not be obligated to pay any transfer taxes
               resulting from any transfer requested by any holder in connection
               with any such conversion. `

          (j)  Reservation of Stock Issuable Upon  Conversion.  The  Corporation
               shall  at  all  times  reserve  and  keep  available  out  of its
               authorized  but unissued  shares of Common Stock,  solely for the
               purpose of effecting the conversion of the shares of the Series A
               Preferred  Stock,  such  number of its shares of Common  Stock as
               shall from time to time be sufficient to effect the conversion of
               all outstanding shares of the Series A Preferred Stock; and if at
               any time the number of authorized  but unissued  shares of Common
               Stock shall not be  sufficient  to effect the  conversion  of all
               then  outstanding  shares of the Series A  Preferred  Stock,  the
               Corporation  will  take  such  corporate  action  as may,  in the
               opinion of its counsel,  be necessary to increase its  authorized
               but  unissued  shares of Common Stock to such number of shares as
               shall be sufficient for such purpose.

          (k)  Fractional  Shares.  No fractional share shall be issued upon the
               conversion  of any share or shares of Series A  Preferred  Stock.
               All shares of Common Stock (including fractions thereof) issuable
               upon  conversion  of more than

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               one share of Series A Preferred  Stock by a holder  thereof shall
               be aggregated for purposes of determining  whether the conversion
               would result in the issuance of any fractional  share.  If, after
               the  aforementioned  aggregation,  the conversion would result in
               the  issuance  of a  fraction  of a share of  Common  Stock,  the
               Corporation  shall, in lieu of issuing any fractional  share, pay
               the  holder  otherwise  entitled  to such  fraction a sum in cash
               equal to the fair  market  value of such  fraction on the date of
               conversion   (as  determined  in  good  faith  by  the  Board  of
               Directors).

          (l)  Notices.  Any notice required by the provisions of this Section 5
               to be given to the holders of shares of Series A Preferred  Stock
               shall be deemed  given if  deposited  in the United  States mail,
               postage  prepaid,  and  addressed to each holder of record at his
               address appearing on the books of the Corporation.

     6.   Protective Provisions.  The Corporation shall not, without the vote or
          written  consent  by the  holders  of at  least  66.67  % of the  then
          outstanding shares of the Series A Preferred Stock, voting as a single
          class:

               (i)  alter or change the rights, preferences or privileges of the
                    shares of the Series A Preferred Stock in an adverse manner;
                    or

               (ii) amend,  alter or repeal any provision of the  Certificate of
                    Incorporation  in a manner adverse to the Series A Preferred
                    Stock.

               (iii)create,  authorize,  offer or issue,  or obligate  itself to
                    issue,  any other equity  security  (including  any security
                    convertible  into or exercisable for any equity security) on
                    parity with or senior to the Series A  Preferred  Stock with
                    respect to its dividend or liquidation  rights,  preferences
                    or privileges;

               (iv) increase  the  authorized  number  of  shares  of  Series  A
                    Preferred Stock;

7.                No Reissuance of Series A Preferred Stock. No share or shares
                  of Series A Preferred Stock acquired by the Corporation by
                  reason of purchase, conversion or otherwise shall be reissued,
                  and all such shares shall be cancelled, retired and eliminated
                  from the shares which the Corporation shall be authorized to
                  issue.

         RESOLVED  FURTHER,  that  the  President,  and  Vice-President  and the
Secretary or any Assistant  Secretary of the  Corporation are each authorized to
execute,  verify  and  file a  certificate  of  designation  of  preferences  of
preferred stock in accordance  with the General  Corporation Law of the State of
Delaware.

         III.  The  authorized  number  of  shares  of  Preferred  Stock  of the
Corporation is 5,000,000,  of which 1,350,000 constitutes the Series A Preferred
Stock, none of which has been issued.

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<PAGE>


         IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate of
Designation of Preferences of Series A Preferred Stock on March 14, 2002.


                                        By: /s/ Mike Chen
                                        Name: Mike Chen
                                        Title:  President and Secretary


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