EXHIBIT 4.20

                       UNIVIEW TECHNOLOGIES CORPORATION
                             (the "Corporation")

                          CERTIFICATE OF DESIGNATION

          FIXING THE NUMBER AND DESIGNATING THE RIGHTS, PRIVILEGES,
      RESTRICTIONS AND CONDITIONS ATTACHING TO THE SERIES 2002-K CLASS A
                              PREFERENCE SHARES

 WHEREAS:

 A.   The Corporation's share  capital includes  1,000,000 Preference  Shares
      par value, USD$1.00 per share which Preference Shares may be issued  in
      one or more series with the directors of the Corporation (the  "Board")
      being entitled by resolution to fix the number of shares in each series
      and to designate  the rights, privileges,  restrictions and  conditions
      attaching to the share of each series; and

 B.   It is in the best interests of the Corporation for the Board to  create
      a series of Class A Preference Shares;

 NOW, THEREFORE, BE IT RESOLVED, THAT:

      The series of the Class A Preference Shares (the "Series 2002-K Class A
      Shares") of the Corporation shall consist of 40 shares and no more  and
      shall be designated as the Series 2002-K Class A Preference Shares  and
      in addition to  the preferences, rights,  privileges, restrictions  and
      conditions attaching to all the Class  A Preference Shares as a  class,
      the rights, privileges,  restrictions and conditions  attaching to  the
      Series 2002-K Class A Shares shall be as follows:

 Part 1 - Pre-emptive Rights.
 ----------------------------
 1.1  The Series 2002-K Class A Shares shall not give their holders any  pre-
 emptive rights to acquire any other securities issued by the Corporation  at
 any time in the future.

 Part 2 - Liquidation Rights.
 ----------------------------
 2.1  If the Corporation  shall be voluntarily  or involuntarily  liquidated,
 dissolved or wound up,  at any time  when any Series  2002-K Class A  Shares
 shall be  outstanding, the  holders of  the then  outstanding Series  2002-K
 Class A Shares shall have a preference in distribution of the  Corporation's
 property available for distribution to the holders of the Corporation's  par
 value USD$.80  common shares  ("Common Stock"  or Common  Shares") equal  to
 USD$25,000 consideration  per  Series  2002-K Class  A  Share  ("Liquidation
 Value"); provided, however,  that the amalgamation  of the Corporation  with
 any Corporation or corporations, or the sale or transfer by the  Corporation
 of all  or  substantially all  of  its property  shall  be deemed  to  be  a
 liquidation of the Corporation within the  meaning of any of the  provisions
 of this Part 2.

 2.2  All amounts to be paid as preferential distributions to the holders  of
 Series 2002-K Class A Shares as provided in this Part 2 shall be paid or set
 apart for payment  before the payment  or setting apart  for payment of  any
 amount for, or the distribution of any of the Corporation's property to  the
 holders of Common Stock, whether now or hereafter authorized, in  connection
 with such liquidation, dissolution or winding up.

 Part 3 - Dividends.
 -------------------
 3.1  Holders of record of Series 2002-K Class A Shares shall be entitled  to
 receive no dividends on their Series 2002-K Class A Shares.

 Part 4 - Conversion.
 --------------------
 4.1  Any holder  of Series  2002-K Class  A  Preferred Stock  (an  "Eligible
 Holder") may at any time, subject to the Corporation's right of  redemption,
 convert any whole number of shares of Series 2002-K Class A Preferred  Stock
 in accordance with this  Part.  For the  purposes of conversion, the  Series
 2002-K Class  A Preferred  Stock shall  be valued  at USD$25,000  per  share
 ("Value"), and,  if converted,  the Series  2002-K Class  A Preferred  Stock
 shall be converted into such number of Common Shares of the Corporation (the
 "Conversion Shares") as is obtained by  dividing the aggregate Value of  the
 shares of Series 2002-K  Class A Preferred Stock  being so converted by  the
 "Conversion Price."  For purposes of this Part, the "Conversion Price" means
 USD$.80.  The number of Conversion Shares so determined shall be rounded  to
 the nearest whole number of shares.

 4.2  The conversion right  provided by the  above section  may be  exercised
 only by an  Eligible Holder  of Series 2002-K  Class A  Preferred Stock,  in
 whole or  in  part, by  the  surrender of  the  share certificate  or  share
 certificates representing the Series  2002-K Class A  Preferred Stock to  be
 converted at the principal office of the Corporation (or at such other place
 as the Corporation may designate in a  written notice sent to the holder  by
 first-class mail, postage prepaid, at its address shown on the books of  the
 Corporation) against delivery of that number of whole Common Shares as shall
 be computed by dividing (1) the aggregate Value of the Series 2002-K Class A
 Preferred Stock so surrendered, if any,  by (2) the Conversion Price.   Each
 Series 2002-K Class A Preferred Stock certificate surrendered for conversion
 shall be  endorsed by  its holder.   In  the event  of any  exercise of  the
 conversion right of the Series 2002-K Class A Preferred Stock granted herein
 (i) share certificates representing the Common Stock purchased by virtue  of
 such exercise shall  be delivered  to such  holder within  10 business  days
 after receipt by the  Corporation of the original  Notice of Conversion  and
 the certificate representing the Series 2002-K Class A Preferred Stock  (the
 tenth business day after  receipt of such  original documents, not  counting
 the date of receipt, being the "Delivery Date"), and (ii) unless the  Series
 2002-K Class  A  Preferred Stock  has  been  fully converted,  a  new  share
 certificate representing the Series  2002-K Class A  Preferred Stock not  so
 converted, if any, shall also be delivered to such holder on or before  such
 Delivery Date,  or  carried on the Corporation's ledger, at holder's option.
 Any Eligible Holder  may exercise  its right  to convert  the Series  2002-K
 Class A Preferred Stock by telecopying  an executed and completed Notice  of
 Conversion to the  Corporation, and within  72 hours thereafter,  delivering
 the original  Notice  of Conversion  and  the certificate  representing  the
 Series 2002-K Class A Preferred Stock to the Corporation by express courier.
 Each  date on  which a telecopied  Notice of Conversion  is received by  the
 Corporation in  accordance with  the provisions  hereof  shall be  deemed  a
 Conversion Date.  The  Corporation will cause delivery  of the Common  Stock
 certificates issuable upon conversion of any Series 2002-K Class A Preferred
 Stock (together with the certificates representing the Series 2002-K Class A
 Preferred Stock not so converted, if  requested) to the Eligible Holder  via
 express courier  on or  before  the Delivery  Date  if the  Corporation  has
 received the  original  Notice  of Conversion  and  Series  2002-K  Class  A
 Preferred Stock  certificate  being so  converted  in accordance  with  this
 paragraph.

 4.3  All Common Shares which may be issued upon conversion of Series  2002-K
 Class A  Shares  will,  upon  issuance,  be  duly  issued,  fully  paid  and
 nonassessable and free from  all taxes, liens, and  charges with respect  to
 the issue thereof.  At all times that  any Series 2002-K Class A Shares  are
 outstanding, the Corporation shall have authorized, and shall have  reserved
 for the purpose  of issuance upon  such conversion, a  sufficient number  of
 Common Shares to provide for the conversion into Common Shares of all Series
 2002-K Class  A Shares  then outstanding  at the  then effective  Conversion
 Price.

 4.4  Notwithstanding the provisions hereof, in no event shall the holder  be
 entitled to convert any Series 2002-K  Class A Preferred Stock in excess  of
 that number of shares upon conversion of which the sum of (1) the number  of
 Common Shares beneficially owned by the Purchaser and its affiliates  (other
 than Common  Shares  which may  be  deemed beneficially  owned  through  the
 ownership of the unconverted  portion of the Preferred  Stock), and (2)  the
 number of  shares  of Common  Stock  issuable  upon the  conversion  of  the
 Preferred Stock with respect to which  the determination of this proviso  is
 being made, would result  in beneficial ownership by  the Purchaser and  its
 affiliates of more than 4.9% of the outstanding shares of Common Stock.  For
 purposes of the  proviso to the  immediately preceding sentence,  beneficial
 ownership shall  be  determined in  accordance  with Section  13(d)  of  the
 Securities  Exchange  Act  of  1934,  as  amended,  and  Regulation  13  D-G
 thereunder, except as otherwise provided in clause (1) of such proviso.

 4.5  If on any  date:  (a)  the Common Stock  is listed for  trading on  The
 Nasdaq Stock Market  (or any other  subsequent market)  ("Nasdaq"), (b)  the
 number of shares of  Common Stock to  be issued upon  the conversion of  the
 Series 2002-K Class A  Shares, combined with all  other issuances of  Common
 Stock which, under the requirements of Nasdaq are required to be  aggregated
 with such  issuance  for  determining  the  need  for  stockholder  approval
 ("Stockholder Approval")  for the  listing of  the shares  to be  issued  on
 Nasdaq, would equal or  exceed 19.9% of  the total number  of shares of  the
 Common Stock outstanding  immediately prior  to the  original issuance  date
 (the "Issuable Maximum") and (c) the  issuance of shares of Common Stock  in
 excess of the Issuable Maximum has not been approved by the stockholders  of
 the Corporation in accordance with the  applicable rules and regulations  of
 Nasdaq then, to the extent that the conversion of the Series 2002-K Class  A
 Shares would result in the issuance of shares of Common Stock in excess of a
 Holder's pro rata allocation of the Issuable Maximum (the "Excess  Amount"),
 the Corporation  shall  use  its  reasonable  best  efforts  to  obtain  the
 Stockholder Approval applicable to such issuance as soon as possible, but in
 any event not  later than the  100th day after  such request (the  "Approval
 Date").

 4.6  No Series 2002-K Class A Shares  which have been converted into  Common
 Shares shall be reissued  by the Corporation;  provided, however, that  each
 such share,  after being  retired and  canceled, shall  be restored  to  the
 status of  an  authorized but  unissued  Class A  Preference  Share  without
 designation as  to  series  and  may  thereafter be  issued  as  a  Class  A
 Preference Share not designated as Series 2002-K Class A Share.

 Part 5 - Redemption.
 --------------------
 5.1  At any  time, and  from time  to time,  before or  after receipt  of  a
 Conversion Notice, the Corporation may, at its sole option, but shall not be
 obligated to, redeem, in whole or in part, the then outstanding Series 2002-
 K Class  A Shares  at a  price per  share of  120% of  its face  value  (the
 "Redemption Price") (such price to be adjusted proportionately in the  event
 of any change in  the Conversion Price  or any change  of the Series  2002-K
 Class A Shares into a different number of Shares).

 5.2  Seven (7) days prior to any date stipulated by the Corporation for  the
 redemption of Series 2002-K Class A Shares (the "Redemption Date"),  written
 notice (the "Redemption Notice") shall be mailed to each holder of record on
 such notice date of the Series 2002-K Class A Shares.  The Redemption Notice
 shall state (I) the Redemption Date of such Shares (ii) the number of Series
 2002-K Class A Shares to be redeemed from the holder to whom the  Redemption
 Notice is addressed (iii) instructions for surrender to the Corporation,  in
 the manner  and at  the place  designated of  a share  certificate or  share
 certificates representing the  number of Series  2002-K Class  Shares to  be
 redeemed from such holder and (iv) instructions as to how to specify to  the
 Corporation the number  of Series 2002-K  Class A Shares  to be redeemed  as
 provided in this Part and the number  of shares to be converted into  Common
 Shares.

 5.3  Upon receipt of the Redemption Notice, any Eligible Holder (as  defined
 in Section 5.2 hereof)  shall have the right  to convert into Common  Shares
 that number of Series 2002-K Class A Shares not called for redemption in the
 Redemption Notice.

 5.4  On or before the Redemption Date in respect of any Series 2002-K  Class
 A  Shares,  each  holder  of  such  shares  shall  surrender  the   required
 certificate or certificates representing such shares to the Corporation,  in
 the manner and at  the place designated in  the Redemption Notice, and  upon
 the Redemption Date,  the Redemption  Price for  such shares  shall be  made
 payable, in the manner provided in Section  5.5 hereof, to the order of  the
 person whose name appears on such  certificate or certificates as the  owner
 thereof, and  each  surrendered  share certificate  shall  be  canceled  and
 retired.  If a share certificate is surrendered and all the shares evidenced
 thereby are not being redeemed (as  described below), the Corporation  shall
 cause the Series 2002-K Class  A Shares which are  not being redeemed to  be
 registered in the names of the persons  whose names appear as the owners  on
 the respective surrendered share  certificates and deliver such  certificate
 to such person.

 5.5  On the Redemption Date in respect  of any Series 2002-K Class A  Shares
 or prior thereto, the  Corporation shall deposit  with a mutually  agreeable
 escrow agent, as a trust fund, a sum equal to the aggregate Redemption Price
 of all  such shares  called for  redemption (less  the aggregate  Redemption
 Price for  those  Series 2002-K  Class  A Shares  in  respect of  which  the
 Corporation has  received notice  from the  Eligible Holder  thereof of  its
 election to convert Series 2002-K Class  A Shares into Common Shares),  with
 irrevocable instructions and  authority to the  escrow agent to  pay, on  or
 after the Redemption Date,  the Redemption Price  to the respective  holders
 upon  the  surrender  of  their  share  certificates.    The  deposit  shall
 constitute full payment for the shares to their holders, and from and  after
 the date of the deposit the redeemed shares shall be deemed to be no  longer
 outstanding, and holders thereof shall cease to be shareholders with respect
 to such shares  and shall  have no rights  with respect  thereto except  the
 rights to receive from the escrow agent payments of the Redemption Price  of
 the shares, without interest, upon surrender of their certificates  thereof.
  Any funds so deposited and unclaimed at  the end of one year following  the
 Redemption Date shall be released or repaid to the Corporation, after  which
 the former holders  of shares  called for  redemption shall  be entitled  to
 receive payment of the Redemption Price in respect of their shares only from
 the Corporation.

 Part 6 - Amendment.
 -------------------
 6.1  In addition  to any  requirement  for a  series  vote pursuant  to  the
 General Corporation  Laws  in  respect  of  any  amendment  to  the  rights,
 privileges, restrictions and conditions attaching to the Series 2002-K Class
 A Shares, the rights, privileges,  restrictions and conditions attaching  to
 the Series 2002-K Class A Shares may be amended only if the Corporation  has
 obtained the  affirmative  vote at  a  duly called  and  held meeting  of  a
 majority of  the Series  2002-K Class  A Shares  or written  consent by  the
 holders of a majority of the Series 2002-K Class A Shares then outstanding.