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                                                                     EXHIBIT 3.3

                                                                          PAGE 1

                               State of Delaware


                       Office of the Secretary of State

                           ________________________


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "AUTOLEND GROUP, INC." FILED IN THIS OFFICE ON THE TWENTY-FIFTH
DAY OF MARCH, A.D. 1997, AT 4.O'CLOCK P.M.




                  [SEAL APPEARS HERE]
                                       /s/ Edward J. Freel
                                       ---------------------------------------
                                       Edward J. Freel, Secretary of State

                                        AUTHENTICATION:   9596469

                                                  DATE:   02-25-99


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                             AUTOLEND GROUP, INC.

                          CERTIFICATE OF DESIGNATION
                   OF RIGHTS, PREFERENCES AND PRIVILEGES OF
                  14% CUMULATIVE CONVERTIBLE PREFERRED STOCK
                  ------------------------------------------


          The undersigned, being the duly appointed Chairman and Chief Executive
Officer and the Secretary of AUTOLEND GROUP, INC., a Delaware corporation (the
"Corporation"), do hereby certify that the following Certificate of Designation
of Rights, Preferences and Privileges of Two Hundred Fifty Thousand (250,000)
shares of $.002 par value, 14% Cumulative Convertible Preferred Stock of the
Corporation was unanimously adopted and approved by the Board of Directors of
the Corporation at duly convened meeting on October 10, 1996.

          The rights, preferences, privileges and other matters relating to the
Two Hundred Fifty Thousand (250,000) shares of $.002 par value, 14% Cumulative
Convertible Preferred Stock of the Corporation is as follows:

          I.   DESIGNATION. Two Hundred Fifty Thousand (250,000) shares of the
               -----------
authorized Preferred Stock of the Corporation are hereby designated as "14%
Cumulative Convertible Preferred Stock, $.002 par value" ("Preferred Stock")
with the rights, preferences and privileges specified hereunder.

          II.  DIVIDENDS.
               ---------

               (a)  The holders of the outstanding shares of the Preferred Stock
shall be entitled to receive as and when declared by the Board of Directors,
dividends at an annual rate equal to annual interest of 14% on the Stated
Amount. Such dividends shall accrue and be payable on a quarterly basis on March
15, June 15, September 15 and December 15 of each year commencing September 15,
1996 (a "Dividend Payment Date") to the holders of record of the Preferred Stock
at the close of business on the fifteenth business day immediately preceding the
Dividend Payment Date for which the determination of holders of the Preferred
Stock is being made (a "Record Date"). Dividends shall be payable, at the option
of the Corporation, in (i) cash; (ii) shares of Common Stock, par value $.002
per share, of the Corporation ("Common Stock"); (iii) shares of Non-Voting
Common Stock, par value $.002 per share, of the Corporation ("Non-Voting Common
Stock"); (iv) shares of Preferred Stock; or (v) any combination of the
foregoing. Common Stock and Non-Voting Common Stock used for the payment of
dividends shall be valued on the basis of its Market Price as of the Record
Date. Preferred Stock used for the payment of dividends shall be valued on the
basis of its Stated Amount. Any dividend or portion thereof that is not paid on
the applicable Dividend Payment Date shall accrue and be cumulative from such
Dividend Payment Date until the date paid. No interest shall accrue on any
unpaid dividend.

               (b)  Unless and until all dividends on the outstanding shares of
Preferred Stock that shall have accrued and are payable


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as of any date shall have been paid, no dividend or other distribution may be
paid on account of any Junior Securities.

          (c)    The term "Stated Amount" shall mean One Hundred Dollars ($100)
for each share of Preferred Stock. The term "Junior Securities" means the Common
Stock, the Non-Voting Common Stock, any securities of the Corporation ranking on
a parity with the Common Stock and the Non-Voting Common Stock as to dividend
rights and rights on liquidation, winding up and dissolution and any other
securities of the Corporation which by their express terms are junior in right
of preference or payment to the Preferred Stock as to dividend rights and rights
on liquidation, winding up and dissolution. The term "Market Price" means, as of
any day, the average of the high and low sales prices of the Common Stock on
such day on the New York Stock Exchange or the American Stock Exchange (or if
the Common Stock shall not then be listed on either such exchange, such average
on the principal (determined by highest volume averaged for a period of twenty
consecutive business days prior to the day as to which "Market Price" is being
determined) national securities exchange (as defined in the Securities Exchange
Act of 1934, as amended) on which the Common Stock may then be listed) or, if
there shall have been no sales on such exchange or exchanges on such day, the
averages of the high and low sales prices of the Common Stock on such day on the
NASDAQ National Market System or, if the Common Stock are not included on the
NASDAQ National Market System, the average of the bid and asked prices at the
end of such day or, if the Common Stock shall not be so listed, the average of
the bid and asked prices at the end of the day in the over-the-counter market as
reported by NASDAQ, as reported by the National Quotation Bureau, Inc. or any
successor organization, in each such case, averaged for a period of 20
consecutive business days prior to the day as to which "Market Price" is being
determined.

          III.   VOTING RIGHTS. Except as otherwise required by law, a holder of
                 -------------
Preferred Stock shall not be entitled to vote on any matter upon which a holder
of Common Stock or other capital stock of the Corporation is entitled to vote,
nor shall a holder of Preferred Stock be entitled to receive notice of any
meeting of stockholders of the Corporation in accordance with the By-Laws of the
Corporation.

          IV.    CONVERSION.
                 ----------

          (a)    The Corporation shall have the right, at its sole option and in
its sole discretion, to cause the conversion in whole or in part of the
outstanding shares of Preferred Stock (the "Conversion Right"), at any time from
and after the date of initial issuance of the Preferred Stock until the
Redemption Date, if any, into such number of fully-paid and non-assessable
shares of Non-Voting Common Stock (other than fractional shares, which shall be
disregarded for all purposes) as shall be determined for each share of Preferred
Stock being converted by dividing (i) the sum of the Stated Amount plus all
accrued and unpaid dividends by (ii) the Market Price for the Non-Voting Common
Stock, or, if there shall

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then be no Market Price for the Non-Voting Common Stock, then the Market Price
for the Common Stock determined in accordance with clause (c) of Article II
hereof within fifteen (15) days from the date notice of conversion is given in
accordance with clause (d) of this Article IV. Under no circumstances shall the
holders of the Preferred Stock have the right, at their option, to convert the
shares of Preferred Stock held by them into shares of Non-Voting Common Stock or
Common Stock.

          (b)  In the event of the conversion of only a part of the then
outstanding shares of Preferred Stock, the Corporation shall effect such
conversion pro rata among the outstanding shares of Preferred Stock based upon
the number of shares held by each holder thereof.

          (c)  In the event the Corporation shall merge, consolidate or take any
other similar action in which the Non-Voting Common Stock shall be exchanged for
securities or assets, whether of the Corporation or of another entity, the
Preferred Stock shall be convertible into such other securities or assets as if
the Preferred Stock had been converted into Non-Voting Common Stock immediately
prior to such merger, consolidation or such other similar action.

          (d)  If the Corporation exercises its Conversion Right pursuant to
clause (a) of this Article IV, all holders of record of shares of Preferred
Stock shall be given written notice not less than thirty (30) nor more than
sixty (60) days from the date on which the Corporation shall exercise its
Conversion Right (the "Conversion Date"). Such notice shall specify the
Conversion Date, the number of shares of Non-Voting Common Stock into which each
share of Preferred Stock is convertible, and the place designated for exchanging
shares of Preferred Stock for shares of Non-Voting Common Stock. On or before
the Conversion Date, each holder of preferred Stock shall surrender his
certificate or certificates for all such shares to the Corporation or the
transfer agent at the place designated in such notice, and thereafter shall
receive certificates for the number of shares of Non-Voting Common Stock to
which such holder is entitled as determined in accordance with clause (a) of
this Article IV. Immediately after the Conversion Date, all certificates
representing shares of Preferred Stock and shall be deemed cancelled by the
Corporation, and any holder of preferred Stock who fails to deliver his
certificate or certificates for Conversion shall be entitled only to receive
shares of Non-Voting Common Stock to which such holder would be entitled had
delivery of his certificate or certificates been surrendered for conversion on
or prior to the Conversion Date.

          (e)  The Corporation shall undertake to amend its Certificate of
Incorporation, subject to obtaining requisite Stockholder approval, to authorize
a class of Non-Voting Common Stock which shall have such characteristics and
benefits as are afforded the Common Stock other than the right to vote. In the
event the Corporation shall not have authorized a class of Non-Voting Common
Stock on or prior to the Conversion Date, the

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Preferred Stock shall be converted into fully-paid and non-assessable shares of
Common Stock in lieu of Non-Voting Common Stock. The Corporation shall at all
times reserve and keep available out of its authorized but unissued Non-Voting
Common Stock or Common Stock, as the case may be, solely for issuance upon
conversion of shares of Preferred Stock as herein provided, such number of
shares of Non-Voting Common Stock or Common Stock, as the case may be, as shall
be issuable from time to time upon the conversion of all of the shares of
Preferred Stock at that time issued and outstanding.

          V.  REDEMPTION.
              ----------

          (a) The Corporation may at any time it may lawfully do so, at its sole
option and in its sole discretion, redeem in whole or in part the Preferred
Stock by paying in cash therefor a sum equal to the Stated Amount per share of
Preferred Stock, together with any declared but unpaid dividends on such shares
up to the Redemption Date (such total amounts are hereinafter referred to as the
"Redemption Price").

          (b) (i) In the event of any redemption of only a part of the then
outstanding Preferred Stock, the Corporation shall effect such redemption pro
rata among the outstanding shares of Preferred Stock based upon the number of
shares held by each holder thereof.

              (ii) At least thirty (30) days, but no more than sixty (60) days
prior to the date fixed for any redemption of the Preferred Stock (the
"Redemption Date"), written notice shall be given to each holder of record of
the Preferred Stock to be redeemed, notifying such holder of the redemption to
be effected, specifying the number of shares to be redeemed from such holder,
the Redemption Date, the Redemption Price, the place at which payment may be
obtained and calling upon such holder to surrender to the Corporation, in the
manner and at the place designated, his certificate or certificates representing
the shares to be redeemed (the "Redemption Notice"). Except as provided in
subsection (b) (iii) of this Article V, on or after the Redemption Date, each
holder of Preferred Stock to be redeemed shall surrender to the Corporation his
certificate or certificates representing such shares, in the manner and at the
place designated in the Redemption Notice, and thereupon the Redemption Price
of such shares shall be payable to the order of the person whose name appears on
such certificate or certificates as the owner thereof and each surrendered
certificate shall be cancelled. In the event less than all the shares
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares.

              (iii) From and after the Redemption Date, unless there shall have
been a default in payment of the Redemption Price, all rights of the holders of
Preferred Stock (except the right to receive the Redemption Price without
interest upon surrender of their certificate or certificates), shall cease with
respect to such shares, and such shares shall not thereafter be transferred on

                                      -4-
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the books of the Corporation or be deemed to be outstanding for any purpose
whatsoever.  If the funds of the Corporation legally available for redemption of
shares of Preferred Stock on any Redemption Date are insufficient to redeem the
total number of shares of Preferred Stock to be redeemed on such date, those
funds which are legally available will be used to redeem the maximum possible
number of such shares ratably among the holders of such shares to be redeemed.
The shares of Preferred Stock not redeemed shall remain outstanding and entitled
to all rights and preferences provided herein.  At any time thereafter when
additional funds of this Company are legally available for the redemption of
shares of Preferred Stock, such funds will immediately be used to redeem the
balance of the shares which the Corporation has become obligated to redeem on
any Redemption Date but which it has not redeemed.

          VI.   LIQUIDATION, DISSOLUTION, ETC.  In the event of any liquidation,
                -----------------------------
dissolution or winding up (either voluntary or involuntary) of the Corporation,
the holders of Preferred Stock shall be entitled to receive for each share of
Preferred Stock then held, after payment by the Corporation of all sums due
creditors, an amount equal to the Stated Amount plus all declared but unpaid
dividends before any amount shall be paid to holders of Junior Securities.  If
the assets and funds thus distributable among the holders of Preferred Stock
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among the holders of Preferred Stock in proportion to the amount of such stock
owned by each such holder.  After such payment shall have been made in full to
the holders of Preferred Stock, the Preferred Stock shall not be entitled to
receive any remaining assets or funds of the Corporation.

          VII.  MISCELLANEOUS.
                -------------

          (a)   The Preferred Stock is not entitled to any preemptive or
subscription rights in respect of any securities of the Corporation.

          (b)   Whenever holders of Preferred Stock are entitled to receive
notice from the Corporation by reason of the terms set forth herein, notice
shall be given by first-class mail, postage prepaid to each holder of record at
the close of business on the business day next preceding the day on which notice
is given, at the address last shown on the records of the Corporation for each
holder or given by such holder to the Corporation for the purpose of notice or
if no such address appears or is given, at the place where the principal
executive office of the Corporation is located.

          (c)   Except as may otherwise be required by law, the shares of
Preferred Stock shall not have any powers, preferences and relative,
participating, optional or other special rights, other than those specifically
set forth in this Certificate and in the Certificate of Incorporation.

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          (d)  The headings of the various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

          (e)  If any voting powers, preferences and relative, participating,
optional and other special rights of the Preferred Stock and qualifications,
limitations and restrictions thereof set forth in this Certificate are invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of the Preferred Stock and qualifications,
limitations and restrictions thereof set forth in this resolution (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable voting powers, preferences and relative, participating, optional
and other special rights of the Preferred Stock and qualifications, limitations
and restrictions thereof shall, nevertheless, remain in full force and effect,
and no voting powers, preferences and relative, participating, optional or other
special rights of the Preferred Stock and qualifications, limitations and
restrictions thereof herein set forth shall be deemed dependent upon any other
such voting powers, preferences and relative, participating, optional or other
special rights of the Preferred Stock and qualifications, limitations and
restrictions thereof unless so expressed herein.

          The undersigned Chairman and Chief Executive Officer and the Secretary
of AutoLend Group, Inc. hereby make this Certificate, declaring and certifying
that this is the duly authorized act and deed of the Corporation and the facts
herein stated are true, and accordingly, have hereunto set their hand on this
24/th/ day of March, 1997.

                                        AUTOLEND GROUP, INC.

                                        By: /s/ Nunzio P. DeSantis
                                           -------------------------------
                                           Nunzio P. DeSantis, Chairman
                                             and Chief Executive Officer

Attest:

/s/ E. Gerald Riesenbach
-------------------------------
E. Gerald Riesenbach, Secretary

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