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                          EYE CARE INTERNATIONAL, INC.

                           Certificate of Designation
                      Series A Convertible Preferred Stock

                             Pursuant to Section 151
                                     of the
                General Corporation Law of the State of Delaware


         Eye Care International, Inc., a corporation organized and existing

under the General Corporation Law of the State of Delaware (hereinafter called

the "Corporation"), DOES HEREBY CERTIFY that, at a meeting of the Board of

Directors on November 10, 1999, the following resolution was duly adopted by the

Board of Directors of the Corporation pursuant to Section 151 of the General

Corporation Law of the State of Delaware:

                  RESOLVED, that pursuant to the authority vested in the Board
         of Directors of the Corporation by Article 4 of the Corporation's
         certificate of incorporation, as amended (the "Certificate of
         Incorporation"), a series of Preferred Stock of the Corporation be, and
         it hereby is, created out of the authorized but unissued shares of the
         capital stock of the Corporation, such series to be designated Series A
         Convertible Preferred Stock (the "Series A Preferred Stock"), to
         consist of 1,500 shares, par value $0.001 per share, of which the
         preferences and relative and other rights, and the qualifications,
         limitations or restrictions thereof, shall be (in addition to those set
         forth in the Corporation's Certificate of Incorporation) as follows:

         1. Dividend Rights. Holders of shares of Series A Preferred Stock shall
have no right to receive dividends.

         2. Liquidation Rights.
            ------------------

                  2.1 In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary (each of
which is hereinafter referred to as a "Liquidation"), the holders of shares of
Series A Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Corporation available for distribution to its stockholders an
amount per share equal to $1,000, before any distribution shall be made to the
holders of Class A or Class B Common Stock or any other stock junior to Series A
Preferred Stock as to the distribution of assets upon Liquidation. (Except as
specifically indicated or unless the context requires otherwise, references
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herein to Common Stock include the Class A and Class B Common Stock). If upon
Liquidation the Corporation's assets are not sufficient to pay in full the
amounts so payable to the holders of shares of Series A Preferred Stock and the
holders of any other series of Preferred Stock ranking on a parity as to the
distribution of assets on Liquidation with shares of Series A Preferred Stock,
all shares of Series A Preferred Stock and of such other series of Preferred
Stock shall participate ratably in the distribution of assets in proportion to
the full amounts to which they are respectively entitled.

                  2.2 For the purpose of this Paragraph 2, a consolidation or
merger of the Corporation with any other corporation, or the sale, transfer or
lease of all or substantially all of its assets, shall not constitute or be
deemed a Liquidation.

         3. Redemption.
            ----------

                  3.1 At any time on or after the third anniversary of the date
upon which shares of Series A Preferred Stock are first issued (the "Date of
Initial Issue"), the Corporation shall have the right to redeem, in whole or in
part, all of the outstanding shares of Series A Preferred Stock at a price of
$1,200 per share to the extent the Corporation shall have funds legally
available for such payment.

                  3.2 Notice or redemption of Series A Preferred Stock shall be
given to the holders of shares of Series A Preferred Stock by mailing to such
holders a notice of such redemption, first class, postage prepaid, not less than
20 nor more than 30 days before the date fixed for redemption, at their last
addresses as they shall appear upon the books of the Corporation. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the stockholder receives such notice; and
failure duly to give such notice by mail, or any defect in such notice, to any
stockholder whose shares of Series A Preferred Stock have been designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other shares of Series A Preferred Stock. The notice of redemption shall
state the number of outstanding shares of Series A Preferred Stock to be
redeemed from such holder and the date fixed for such redemption, the price at
which such shares are to be redeemed, and where payment of the redemption price
is to be made upon surrender of such shares.

                  3.3 On and after the date fixed in any such notice of
redemption as the date of redemption (unless default shall be made by the
Corporation in providing moneys for the payment of the redemption price), all
rights as stockholders of the Corporation of the holders of shares of Series A
Preferred Stock to be redeemed, except the right to receive the redemption price
as herein provided, shall cease and terminate. At any time on or after the date
fixed as aforesaid for such redemption, the respective holders of record of
shares of Series A Preferred Stock to be redeemed shall be entitled to receive
the redemption price upon actual delivery to the Corporation of certificates of
the shares to be redeemed, such certificates, if required by the Corporation, to

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be properly stamped for transfer and duly endorsed in blank or accompanied by
proper instruments of assignment and transfer thereof duly executed in blank.

                  3.4 In the event that the Corporation does not have funds
legally available to redeem all of the shares of Series A Preferred Stock at the
time specified in Paragraph 3.3, the Corporation shall so advise the holder or
holders of the shares in writing by first class registered or certified mail
sent to each such holder's address as it appears on the records of the
Corporation, and the obligation of the Corporation to redeem such shares shall
be postponed until such time as the Corporation shall have funds legally
available to permit such redemption. At such time, the Corporation shall fix a
postponed date for the redemption and so advise the holder or holders of such
shares in writing in the manner provided in Paragraph 3.2.

         4. Status of Series A Preferred Stock Reacquired. Shares of Series A
Preferred Stock which have been issued and reacquired in any manner shall (upon
compliance with applicable provisions of the laws of the State of Delaware), be
deemed to be canceled and have the status of authorized and unissued shares of
the class of Preferred Stock issuable in series undesignated as to series and
may be redesignated and reissued.

         5. Voting Rights. Except as required by law, no holder of Series A
Preferred Stock will be entitled to vote on matters as to which stockholders
generally are entitled to vote.

         6. Conversion Rights.
            -----------------

                  6.1 Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, into 2,000 shares of Class A
Common Stock (the "Conversion Rate"), subject to adjustment as hereinafter
provided, at any time or from time to time upon the terms and in the manner
hereinafter set forth in this Paragraph 6.

                  6.1.2 In order to convert shares of Series A Preferred Stock
into Class A Common Stock, the holder thereof shall (i) surrender the
certificate or certificates for such shares of Series A Preferred Stock, duly
endorsed to the Corporation or in blank, to the Corporation at its principal
office or at the office of the agency maintained for such purposes, (ii) give
written notice to the Corporation at such office that such holder elects to
convert such shares of Series A Preferred Stock, and (iii) state in writing
therein the name or names in which such holder wishes the certificate or
certificates for shares of Class A Common Stock to be issued. Each conversion
shall be deemed to have been effected at the close of business on the date on
which the Corporation or such agency shall have received such surrendered Series
A Preferred Stock certificate(s), and the person or persons in whose name or
names any certificate or certificates for shares of Class A Common Stock shall
be issuable upon such conversion shall be deemed to have become the record
holder or holders of the shares represented thereby on such date. As soon as
practicable after such conversion, the Corporation shall issue or deliver at
such office to the holder for whose account such shares of Series A Preferred
Stock were so surrendered, or to such holder's nominee or nominees, certificates
(bearing such legend(s) as may be required under applicable securities laws) for

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the number of full shares of Class A Common Stock to which such holder shall be
entitled, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the closing
price per share of the Class A Common Stock on the principal exchange (including
for this purpose, the Nasdaq National Market) on which it is then listed, or if
it is not so listed, the closing bid price per share for such stock, as reported
by Nasdaq, the OTC Bulletin Board, the National Quotation Bureau, Incorporated
or other similar service which regularly reports closing bid quotations for such
stock, in each instance as of the close of business on the date of such
conversion.

                  6.2 The conversion rate shall be subject to adjustment from
time to time in case the Corporation shall pay a stock dividend on its Class A
Common Stock (other than in shares of the Series A Preferred Stock), or in case
the Corporation shall subdivide or combine the outstanding shares of Class A
Common Stock, the conversion rate shall immediately be proportionately adjusted.
In case of any capital reorganization or any reclassification of the capital
stock of the Corporation or in case of the consolidation or merger of the
Corporation with or into another corporation or the sale of all or substantially
all of the assets of the Corporation as or substantially as an entirety to
another corporation, each share of Series A Stock shall thereafter be
convertible into the number of shares of stock or other securities or property
to which a holder of the number of shares of Class A Common Stock of the
Corporation then deliverable upon conversion of such share of Series A Preferred
Stock would have been entitled upon such reorganization, reclassification,
consolidation, merger or conveyance; and, in any such case, appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the shares of Series A Preferred Stock,
to the end that the provisions set forth herein (including provisions with
respect to changes in and other adjustments of the conversion rate) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the conversion of
the shares of Series A Preferred Stock.

                  6.3 No adjustment in the conversion rate shall be required
unless such adjustment (and any other adjustments which by reason of this
Paragraph 6.3 are not required to be made) would not, if made, entitle the
holders of all then outstanding shares of Series A Preferred Stock upon
conversion thereof to receive additional shares of Class A Common Stock equal in
the aggregate to one percent (1%) or more of the total issued and outstanding
shares of Class A Common Stock. All calculations under this Paragraph 6.3 shall
be made to the nearest one one-hundredth (1/100) of a share.

                  6.4 Whenever the conversion rate is adjusted as herein
provided, an officer of the Corporation shall compute the adjusted conversion
rate in accordance with the foregoing provisions and shall prepare a written
instrument setting forth such adjusted conversion rate and showing in detail the
facts upon which such adjustment is based, and a copy of such written instrument
shall forthwith be mailed to each holder of record of the Series A Preferred
Stock, and made available for inspection by the stockholders of the Corporation.

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                  6.5 The Corporation shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued Class
A Common Stock, for the purpose of effecting the conversion of the shares of
Series A Preferred Stock, the full number of shares of Class A Common Stock then
deliverable upon the conversion of all shares of Series A Preferred Stock then
outstanding, and such shares shall be listed, subject to notice of issuance, on
any stock exchange(s) on which outstanding shares of Class A Common Stock may
then be listed.

                  6.6 The Corporation will pay and all taxes that may be payable
in respect of the issuance or delivery of shares of Class A Common Stock on
conversion of shares of Series A Preferred Stock pursuant hereto. The
Corporation shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of shares of Class
A Common Stock in a name other than that in which the shares of Series A
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue 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 or is not payable.

                  6.7 All issued and outstanding shares of Series A Preferred
Stock shall be deemed to have been converted into, and shall (without any action
of the holder thereof) become, that number of fully paid and nonassessable
shares of Class A Common Stock into which such shares of Series A Preferred
Stock are then convertible in accordance with the provisions of this Paragraph 6
immediately upon the consummation of the Corporation's sale of Common Stock in a
bona fide public offering on an underwritten firm commitment basis pursuant to a
registration statement declared effective by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, which public offering results
in aggregate gross cash proceeds to the Corporation of at least $5,000,000.

         7. Exclusion of Other Rights. Except as may otherwise be required by
law, the shares of Series A Preferred Stock shall not have any preferences or
relative, participating, optional or other special rights other than those
specifically set forth in this resolution and in the Certificate of
Incorporation, as amended.

         8. Severability of Provisions. If any right, preference or limitation
of the Series A Preferred set forth in this resolution is invalid, unlawful, or
incapable of being enforced by reason of any rule of law or public policy, all
other rights, preferences and limitations set forth in this resolution which can
be given effect without the invalid, unlawful or unenforceable right, preference
or limitation shall, nevertheless, remain in full force and effect, and no
right, preference or limitation herein set forth shall be deemed dependent upon
any other such right, preference or limitation unless so expressed herein.

         9. Headings of Subdivisions. 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.

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         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed and this certificate to be signed by Clark Marcus, its President and
Chief Executive Officer, and attested to by James L. Koenig, its Secretary, this
10th day of November 1999.


                                            /s/ Clark Marcus
                                           -------------------------------------
                                           Clark Marcus
                                           President and Chief Executive Officer

[CORPORATE SEAL]

ATTEST:


/s/ James L. Koenig
-----------------------------------------
         James L. Koenig
         Secretary









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