Exhibit 3.3

            CERTIFICATE OF DESIGNATIONS, PREFERENCES
            AND RIGHTS OF PREFERRED STOCK, SERIES A,
                                OF
                  WESTCOTT PRODUCTS CORPORATION

     WESTCOTT PRODUCTS CORPORATION, a corporation organized and existing
under the Delaware Corporation Laws,

                       DOES HEREBY CERTIFY:

That, pursuant to the authority conferred upon the Board of Directors and
pursuant to the provisions of Section lSl of the General Corporation Law of
the State of Delaware, the Board of Directors adopted a resolution providing
for the issuance of a series of Three Million (3,000,000) shares of Preferred
Stock, Series A and fixing the designations, preferences and relative,
participating, option or other rights, and the qualifications, limitations or
restrictions thereof, which resolution is as follows:

     RESOLVED, that pursuant to the authority vested in the Board of
     Directors of Westcott Products Corporation (the "Corporation"), the
     Corporation does hereby provide for the issuance of a series of
     Preferred Stock, One Cent ($.01) par value, of the Corporation to be
     designated "Preferred Stock, Series A", consisting of Three Million
     (3,000,000) shares of the Fifty Million (50,000,000) shares of Preferred
     Stock of the Corporation currently authorized for issuance, and to the
     extent that the designations, preferences and relative, participating,
     optional and other special rights and qualifications, limitations and
     restrictions thereof are not stated and expressed in the Articles, does
     hereby fix and herein state and express such designations, preferences
     and relative, participating, optional and other special rights and
     qualifications, limitations and restrictions thereof as follows (unless
     otherwise expressly defined herein, all terms defined in the Articles
     shall have the same meaning ascribed to them in the Articles):

     (a)   Dividends.

          No cash dividends shall be paid or declared on the Preferred
          Stock. Any stock dividend declared and distributed shall be
          distributed equally and ratably thereon without preference of one
          share of Preferred Stock, Series A, over another even share.

     (b)   Liquidation.

          The shares of Preferred Stock, Series A shall be preferred over
          the shares of Common Stock and any other series of Preferred Stock
          as to assets so that in the event of any liquidation, dissolution
          or winding up of the affairs of the Corporation, whether voluntary
          or involuntary, the holders of the Preferred Stock, Series A shall
          be entitled to receive out of the assets of the Corporation
          available for distribution to its stockholders, whether from
          capital, surplus or earnings, before any distribution is made to
          holders of shares of Common Stock or any other series of Preferred
          Stock, an amount equal to One Dollars ($1.00) per share. If upon
          any liquidation or dissolution or winding up of the affairs of the
          Corporation, the amounts payable on or with respect to the
          Preferred Stock of the Corporation of this Preferred Stock, Series
          A are not paid in full, the holders of shares of the Preferred
          Stock, Series A of the Corporation shall share ratably in any
          distribution of assets according to the respective amounts payable
          in respect of the shares held by them upon such distribution.


     (c)   Voting.

          Except as otherwise provided herein or in the General Corporation
          Law for the State of Delaware, at any meeting of stockholders, the
          holder of shares of Preferred Stock, Series A shall be entitled to
          one vote for each share of Preferred Stock, Series A.

     (d)   Redemption/Conversion.

          There shall be no mandatory redemption of the Preferred Shares by
          the Corporation. The Corporation, upon approval by the Board of
          Directors shall be entitled to offer all holders of Preferred
          Shares the right: to redeem their shares upon the terms and
          conditions as set by the board of directors of the corporation. In
          the event the Corporation shall provide for redemption, written
          Notice (as defined in paragraph (h) herein) by the Corporation to
          redeem the Preferred Stock, Series A stating the place of
          redemption and the date fixed for redemption, shall be sent to
          holders of record of the shares of Preferred Stock, Series A at
          least sixty (60) days prior to the date fixed for redemption. Any
          shares of Preferred Stock, Series A which are redeemed as provided
          in this paragraph shall become treasury stock of the Corporation,
          which the Corporation shall not vote, directly or indirectly, and
          which shares shall not be counted in determining the total number
          of outstanding shares.

     (e)   Conversion.

          (1)  Each share of Preferred Stock, Series A shall be convertible
               at the option of the record holder thereof at any time into
               one (1) share of fully paid and nonassessable share of
               Common Stock, $.001 par value of the Corporation for every
               share of Preferred Stock, Series A. The record holder shall
               present the certificate representing such share in person or
               by registered mail, return receipt requested, with postage
               prepaid thereon, at the office of the Corporation.

          (2)   Before any holder of shares of Preferred Stock, Series A
               shall convert such shares into Common Stock, he shall:

               (A)  surrender the certificate or certificates for such
                    shares of Preferred Stock, Series A, which certificate
                    or certificates if the Corporation shall so request,
                    shall be duly endorsed to the Corporation or in blank
                    or accompanied by proper instruments of transfer to
                    the Corporation of in blank and shall be accompanied
                    by funds in the amount of any tax or taxes payable or
                    which may be payable in respect of any transfer
                    involved in the issue and delivery of certificates for
                    shares of Common Stock in a name other than that of a
                    record holder of shares of Preferred Stock, Series A
                    in respect: of which shares of Common Stock are
                    issued,

               (B)   shall give Written Notice to the Corporation that he
                    elects so to convert such shares of Preferred Stock,
                    Series A, and

               (C)  shall state in writing therein the name or names in
                    which he wishes the certificate or certificates of
                    Common Stock to be issued.

          (3)  The Corporation will, as soon as practicable after such
               surrender of certificates for shares of Preferred Stock,
               Series A, in accordance with the above provisions, issue and
               deliver at the office at which such certificates for shares
               of Preferred Stock, Series A, shall have been surrendered,
               to the person for whose account such shares of Preferred
               Stock, Series A, were so surrendered or to his nominee or
               nominees, 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 as of the date
               of such surrender of the shares of Preferred Stock, Series A
               to be converted, and the person or persons entitled to
               receive the shares of Common Stock issuable upon the
               conversion of such shares of Preferred Stock, Series A,
               shall be treated for all purposes as the record holder or
               holders of such Common Stock on such date. The Corporation
               shall not be required to convert, and no surrender of shares
               of Preferred Stock, Series A shall be effective for that
               purpose, while the stock transfer books of the Corporation
               are closed for any purpose, but the surrender of shares of
               Preferred Stock, Series A for conversion while such books
               are closed shall become effective for conversion immediately
               upon the reopening of such books.

          (4)  The Corporation will pay any documentary stamp taxes
               attributable to the initial issuance of shares of Common
               Stock upon conversion of any shares of Preferred Stock,
               Series A pursuant hereto; provided however, that the
               corporation shall not be required to pay any tax or taxes
               which may be payable in respect of any transfer involved in
               the issuance or delivery of any certificates of shares of
               Common Stock in a name other than that of the record holder
               of shares of Preferred Stock, Series A in respect of which
               such shares of Common Stock are issued.


          (5)  The Corporation shall, at all times during which shares of
               Preferred Stock, Series A may be converted as aforesaid,
               reserve and keep available, out of its treasury stock or
               authorized and unissued stock, or both, solely for the
               purpose of effecting the conversion of the shares of
               Preferred Stock, Series A, such number of shares of Common
               Stock as shall from time to time be sufficient to effect the
               conversion of all shares of Preferred Stock, Series A from
               time to time outstanding, and shall take such action as may
               from time to time be necessary to assure that such shares of
               Common Stock will be, when issued upon conversion of
               Preferred Stock, Series A, fully paid and nonassessable.

     (f)  Special Notice.  In case:

          (1)  The Corporation shall authorize the granting to the holders
               of its Common Stock of rights to subscribe for or purchase
               any shares of capital stock of any class or any other
               rights; or

          (2)  Of any reclassification of the Common Stock of the
               Corporation {other than a subdivision or a combination of
               its outstanding shares of Common Stock), of any
               consolidation or merger to which the Corporation is a party
               and for which approval of any stockholders of the
               Corporation is required or of the sale or transfer of all or
               substantially all the assets of the Corporation; or

          (3)  Of the voluntary or involuntary dissolution, liquidation or
               winding up of the Corporation;

     then the Corporation shall cause to be mailed to the holders of
     Preferred Stock, Series A at their addresses as they shall appear on the
     stock register of the Corporation at least ten (10) days prior to the
     record date specified in {X) below or twenty {20) days before the date
     specified in (Y) below, a Written Notice stating the date on which such
     reclassification, consolidation, merger, sale, transfer, dissolution,
     liquidation or winding up is expected to become effective, and the date
     as of which it is expected that holders of Common Stock of record shall
     be entitled to exchange their shares of Common Stock for securities or
     other property deliverable upon such reclassification, consolidation,
     merger, sale, transfer, dissolution, liquidation or winding up.

(g)  Restriction on Certain Corporation Action.

     (1)  Except as hereinafter provided, so long as any shares of Preferred
          Stock, Series A are outstanding, the Corporation shall not,
          without the consent of the holders of at least two-thirds of the
          number of shares of Preferred Stock Series A at the time
          outstanding (or such larger proportion as may at the time be
          required by law or by the Articles), given in person or by proxy,
          either in writing with or without a meeting or by vole at the
          annual meeting of stockholders of the Corporation called for the
          purpose, amend, alter or repeal any provision of this Statement of
          Designations, Preferences and Rights so as to affect adversely the
          rights, powers or preferences set forth herein with respect to
          Preferred Stock, Series A or the holders thereof.

     (2)  So long as any shares of Preferred Stock, Series A are
          outstanding, the Corporation shall not purchase, redeem or
          otherwise acquire for value any shares of Preferred Stock or of
          any other stock of the Corporation ranking on a parity with the
          Preferred Stock, Series A in respect of dividends or distribution
          of assets upon liquidation during the continuance of any default
          in the redemption of shares of Preferred Stock, Series A without
          the consent, given in person or by proxy, either in writing, with
          or without a meeting, or by vote at an annual meeting of
          stockholders of the Corporation, or at any special meeting of
          stockholders of the Corporation, called for the purpose, of the
          holders of at, least a majority of the number of shares of
          Preferred Stock, Series A present in person, or by proxy, at such
          meeting, provided that a quorum, consisting of the holders of at
          least a majority of the then outstanding shares of Preferred
          Stock, Series A, is present.

     (3)  The Corporation shall not, without the consent of the holder of at
          least two-thirds of the number of shares of Preferred Stock,
          Series A at the time outstanding {or such larger proportion as may
          at the time be required by law or by the Articles), given in
          person or by proxy, either in writing with or without a meeting or
          by vote at the annual meeting of stockholders of the corporation
          or at any special meeting of stockholders of the Corporation or at
          any special meeting of stockholders of the Corporation called for
          the purpose, (x) issue any common stock in the Corporation, or (y)
          issue any series or class of preferred stock of the Corporation
          having a preference in respect of dividends or distribution of
          assets upon liquidation ranking greater than the Preferred Stock,
          Series A, or (z) issue any series or class of preferred stock of
          the Corporation having a preference in respect of dividends or
          distribution of assets upon liquidation ranking pari passu with
          the Preferred Stock, Series A (whether any such class or series of
          preferred stock of the Corporation is authorized to be issued by
          the Articles on the date of original issuance of the Preferred
          Stock, Series A, including any authorized but unissued shares of
          the Preferred Stock currently authorized for issuance by the
          Articles, or whether subsequently authorized by amendment of the
          Articles); provided that nothing in this paragraph (g)(3) shall
          limit or restrict the issuance by the Corporation of any class or
          series of preferred stock of the Corporation ranking junior or
          subordinate to the rights and preferences of the Preferred Stock,
          Series A as to dividends and as to any distribution of assets of
          the Corporation upon liquidation.

     (4)  So long as any shares of Preferred Stock, Series A are
          outstanding, the Corporation shall not, without the consent of the
          holders of at least two-thirds of the number of shares of
          Preferred Stock, Series A at the time outstanding, given in person
          or by proxy, either in writing with or without a meeting or by
          vote at the annual meeting of stockholders of the Corporation
          called for the purpose, amend, alter or repeal any provision of
          the By-laws of the Corporation.

     (5)  Any action specified in this paragraph (g) as requiring the
          consent of the holders of at least a specified proportion of the
          number of shares of Preferred Stock, Series A at the time
          outstanding or represented at a meeting may be taken with such
          consent and with such additional vote or consent, if any, of
          stockholders as may be from time to time required by the Articles,
          as amended from time to time, or by law.

(h)  Written Notice.

     For all purposes, a Written Notice shall mean any notice or
     communication required or permitted herein with respect to the Preferred
     Stock, Series A and, except where. by other provisions hereof, receipt
     of a particular Written Notice is specifically required for that Written
     Notice to be deemed to be a sufficient Written Notice, shall be deemed
     to be sufficiently given (1) when personally delivered; (2) when given
     pursuant to the Articles; or {3) by registered or certified mail, return
     receipt requested, when deposited in the U.S. Mail, correct postage
     prepaid: (i) if to the corporation, addressed to Westcott Products
     Corporation, 230 Westcott, Houston, Texas 77007 marked for the attention
     of "Secretary", or to such other or different address as the Corporation
     may by written Notice designate, or (ii) if to any holder of shares, the
     address appearing on the stock register maintained or provided for by
     the Corporation for the Preferred Stock, Series A.

     IN WITNESS WHEREOF, WESTCOTT PRODUCTS CORPORATION has caused this
Statement to be signed by Warren E. Clark, its President, and its corporate
seal to be hereto affixed and attested by Michael L. Kowalski, its Secretary,
this 31st day of July, 1986.



                              WESTCOTT PRODUCTS CORPORATION


                              by:  /s/Warren E. Clark
                              -----------------------------
                              Warren E. Clark, President

Michael L. Kowalski
------------------------------
MICHAEL L. KOWALSKI, Secretary

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