EYE
CARE INTERNATIONAL, INC.





Certificate
of Designation


Series
C Mandatory 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 August 5, 2004, 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 C Mandatory Convertible Preferred Stock (the “Series C Preferred Stock”),
to consist of three hundred (300) shares, with a mandatory conversion date of
July 30, 2006, 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.  The holders of the Preferred Stock shall be
      entitled to receive dividends payable on the stated value of such
      Preferred Stock at a rate of 6% per annum, which shall be cumulative,
      accrue daily from the date of issuance and be due and payable on the first
      day of each calendar quarter.  If a dividend date is not a
      business day, then the dividend shall be due an payable on the business
      day immediately following such dividend date.  Dividends shall
      be payable in cash or stock, at market price, at the Holder’s
      option





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 C 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 $10,000, before any distribution
      shall be made to the holders of Class A or Class B Common Stock or any
      other stock junior to Series C Preferred Stock as to the distribution of
      assets upon Liquidation.  (Except as specifically indicated or
      unless the context requires otherwise, references 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 C 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 C
      Preferred Stock, all shares of Series C 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.
            Status of Series C
      Preferred Stock Reacquired.Shares of Series C 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 sand may be redesignated and
      reissued.





4.
            Voting
      Rights.  Except as required by law, no holder of Series C
      Preferred Stock will be entitled to vote on matters as to which
      stockholders generally are entitled to
vote.





5.
            Conversion
      Rights.





5.1 Each
share of Investor’s Preferred Stock shall be deemed to have a value of $10,000
and be convertible into such amount of shares of ECI Class A common stock
purchasable for $10,000 on the day of conversion at the lesser of $2.88 or 75%
of the lowest closing bid price during the 5 days immediately prior to the
conversion (the “Conversion Price”), 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 5..





2


5.2           In
order to convert share of Series C Preferred Stock into Class A Common Stock,
the holder thereof shall (i) surrender the certificate or certificates for such
shares of Series C 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 C Preferred
Stock, in the same form as Exhibit 1 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 C
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 per
Paragraph 5.8,after such Conversion Notice, the Corporation shall issue or
deliver at such office to the holder for whose accounts such shares of Series C
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 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.





5.3           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 C 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 C 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 C 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 C 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 conversation of the shares of Series C
Preferred Stock.





5.4           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 C Preferred Stock, and made
available for inspection by the stockholders of the Corporation.





3


5.5           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 C Preferred Stock, the full
number of shares of Class A Common Stock then deliverable upon the conversion of
all shares of Series C 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.





5.6           The
Corporation will pay any 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 C 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 C 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.





5.7           Mandatory
Redemption or Conversion at Maturity.  (A)  If any Preferred
Share remains outstanding on July 30, 2006, (the “Maturity Date”) the Company
shall either (I) convert such Preferred Share at the Conversion Rate as of the
Maturity Date for such Preferred Share without the holder of such Preferred
Share being required to give a Conversion Notice on such Maturity Date (a
“Maturity Date Mandatory Conversion”), or (II) redeem such Preferred Share for
an amount in cash per Preferred Share (the “Maturity Date Redemption Price”)
equal to the Conversion Amount (a “Maturity Date Mandatory
Redemption”).





5.8           Upon
receipt by the Company of copy of a Conversion Notice, as shown in Exhibit 1,
the Company shall (I) as soon as practicable, but in any event within one (1)
Business Day, send, via facsimile, a confirmation of receipt of such Conversion
Notice to such holder and the Transfer Agent, which confirmation shall
constitute an instruction to the Transfer Agent to process such Conversion
Notice in accordance with the terms herein and (II) if the Conversion Notice is
delivered on or before 8:00 p.m., New York City Time, then on or before the
second (2nd) Business Day following the date of receipt by the Company of such
Conversion Notice, or if the Conversion Notice is delivered after 8:00 p.m., New
York City Time, then on or before the third (3rd) Business Day following the
date of receipt by the Company of such Conversion Notice (the "SHARE DELIVERY
DATE"), (A) issue and deliver to the address as specified in the Conversion
Notice, a certificate, registered in the name of the holder or its designee, for
the number of shares of Common Stock to which the holder shall be entitled
(provided that if such delivery is to be made outside of New York City then such
delivery may be made on the next Business Day), or (B) provided the Transfer
Agent is participating in The Depository Trust Company ("DTC") Fast Automated
Securities Transfer Program, upon the request of the holder, credit such
aggregate number of shares of Common Stock to which the holder shall be entitled
to the holder's or its designee's balance account with DTC through its Deposit
Withdrawal Agent Commission system. If the number of Preferred Shares
represented by the Preferred Stock Certificate(s) submitted for conversion, is
greater than the number of Preferred Shares being converted, then the Company
shall, as soon as practicable and in no event later than three Business Days
after receipt of the Preferred Stock Certificate(s) (the "PREFERRED STOCK
DELIVERY DATE") and at its own expense, issue and deliver to the holder a new
Preferred Stock Certificate representing the number of Preferred Shares not
converted.





4


5.9           Ownership
Cap and Certain Exercise Restrictions.





(a)           Notwithstanding
anything to the contrary set forth in this Certification of Designation, at no
time may a Holder of this Preferred Stock exercise this Preferred Stock if the
number of shares of Common Stock to be issued pursuant to such exercise would
exceed, when aggregated with all other shares of Common Stock owned by such
Holder at such time, the number of shares of Common Stock which would result in
such Holder owning more than 4.999% of all of the Common Stock outstanding at
such time; provided, however, that upon a holder of this Preferred Stock
providing the Corporation with sixty-one (61) days notice (the “Waiver Notice”)
that such Holder would like to waive this Section 5.9 with regard to any or all
shares of Common Stock issuable upon exercise of this Preferred Stock, this
Section 5.9 will be of no force or effect with regard to all or a portion of the
Preferred Stock referenced in the Waiver Notice; provided, further, that this
provision shall be of no further force or effect (i) during the sixty-one (61)
days immediately preceding the expiration of the term of this Preferred
Stock.





(b)           The
Holder may not exercise the Preferred Stock hereunder to the extent such
exercise would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon exercise of the Preferred Stock held by the
Holder after application of this Section; provided, however, that upon a
holder of this Preferred Stock providing the Company with a Waiver Notice that
such holder would like to waive this Section 5.9 with regard to any or all
shares of Common Stock issuable upon exercise of this Preferred Stock, this
Section 5.9 shall be of no force or effect with regard to those shares of
Preferred Stock referenced in the Waiver Notice; provided, further, that this
provision shall be of no further force or effect (i) during the sixty-one (61)
days immediately preceding the expiration of the term of this Preferred
Stock.





5


6.
            Registration
      Rights.  As quickly as possible, but not more than sixty
      (60) days following the Closing, the Corporation will file an SB-2 or
      other applicable registration statement with the SEC to register that
      number of shares reasonably believed necessary, but not less than 20,000
      shares of Common Stock for each Preferred Share, to cover all common
      shares resulting from the exercise of the conversion rights of all of the
      preferred shares being issued hereunder and all warrants reasonably
      foreseeably issuable hereunder (“Initial Registration”). If the closing
      bid price of the Company’s common stock falls below $1.00 for thirty
      consecutive trading days, the Company will file an SB-2 or other
      applicable registration statement with the SEC to register that number of
      shares reasonably believed necessary, but not less than an additional
      20,000 shares of Common Stock for each Preferred Share,  so
      reserved shall at no time be less than are at any time convertible
      (“Second Registration”).





7.
            Exclusion of Other
      Rights. Except as may otherwise be required by law, the shares of
      Series C 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 C. Preferred Stock 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.





IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be affixed and
this certificate to be signed by Clark A. Marcus, its President and Chief
Executive Officer, and attested to by James L. Koenig, its Secretary, this
_____day of _______________, 2004.











/s/
      Clark A.
      MarcusClark
      A. MarcusPresident
      and Chief Executive Officer


[CORPORATE
SEAL]








ATTEST:








/s/
James L.
Koenig


James
L. Koenig


Secretary





6





EXHIBIT
I





EYE CARE
INTERNATIONAL INC. CONVERSION NOTICE





Reference
is made to the Certificate of Designations, Preferences and Rights of Series C
Convertible Preferred Stock of Eye Care International Inc.. In accordance with
and pursuant to the Certificate of Designations, the undersigned hereby elects
to convert the number of shares of Series C Convertible Preferred Stock, par
value $0.01 per share (the "PREFERRED SHARES"), of Eye Care International Inc.,
a Delaware corporation (the "COMPANY"), indicated below into shares of Common
Stock, par value $0.01 per share (the "COMMON STOCK"), of the Company, as of the
date specified below. The undersigned confirms that the representations and
warranties contained in the Subscription Agreement entered into in connection
with the initial issuance of the Preferred Shares are true and correct as to the
undersigned as of the date hereof.





Date
of
Conversion:________________________________________________________





Number
of Preferred Shares to be
converted:________________________________





Stock
certificate no(s). of Preferred Shares to be
converted:______________





Tax
ID Number (If
applicable):_____________________________________________





Please
confirm the following information:


Conversion
Price:__________________________________________________________





Number
of shares of Common Stock to be
issued:_____________________________





Is
the Variable Price being relied on pursuant to the Certificate of Designations?
(check one) YES____ No ____





Number
of shares of Common Stock beneficially owned by the undersigned (excluding
shares issuable upon conversion of any Preferred Shares held by the undersigned
and shares issuable upon exercise of any Warrants issued in connection with the
Preferred Shares held by the
undersigned):________________________  Please issue the Common Stock
into which the Preferred Shares are being converted and, if applicable, any
check drawn on an account of the Company in the following name and to the
following address:





Issue
to:________________________________________


Address:________________________________________


Telephone
Number:________________________________


Facsimile
Number:_________________________________





Authorization:____________________________________





By:______________________


Title
:





ACKNOWLEDGMENT





The
Company hereby acknowledges this Conversion Notice and hereby directs American
Stock Transfer to issue the above indicated number of shares of Common
Stock.





EYE
CARE INTERNATIONAL INC.





By:
______________________________


Name:


Title
: