AMENDED AND RESTATED
                           CERTIFICATE OF DESIGNATION,
                          OF THE RIGHTS AND PREFERENCES
                                       OF
             SERIES A 6% CONVERTIBLE NON REDEEMABLE PREFERRED SHARES
--------------------------------------------------------------------------------

PURSUANT TO SECTION 78.195 OF THE GENERAL CORPORATION LAW OF THE STATE OF NEVADA

      Essential Reality, Inc. a corporation organized and existing under the
laws of the State of Nevada (the "Company"), hereby certifies that the following
resolutions were adopted by the Board of Directors of the Company pursuant to
the authority of the Board of Directors.

      RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Company (the "Board of Directors" or the "Board") in
accordance with the provisions of its Articles of Incorporation and Bylaws, each
as amended through the date hereof, the Board of Directors hereby amends Article
Fourth of the Amended and Restated Articles of Incorporation of the Company (the
"Articles") to authorize a series of Series A 6% Convertible Non Redeemable
Preferred Shares, $.001 par value per share (the "Preferred Stock"), and hereby
states the designation and number of shares, and fixes the relative rights,
preferences, privileges, powers and restrictions thereof as follows:

I.  CERTAIN DEFINITIONS

      For purposes of this amendment, capitalized terms are defined in this
amendment or shall have the following meanings:

      "Common Stock" means the common stock of the Company.

      "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

II.   DESIGNATION AND AMOUNT

      The designation of this series, which consists of 2,004,401 of Preferred
Stock, is the Series A 6% Convertible Non Redeemable Preferred Stock (the
"Series A Preferred Stock") and the par value shall be $.001 per share.

III.   DIVIDENDS

      The holders of shares of Series A Preferred Stock as they appear on the
stock records of the Company ("Holder" or "Holders") shall, unless otherwise
convertible pursuant to Section IV, be entitled to receive six percent (6%)
annual interest payable in kind.


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IV.   CONVERSION

      (a) Subject to the conversion restrictions set forth in Section IV(f)
hereof, the Series A Preferred Stock shall be automatically converted into
shares of Common Stock upon the effectiveness of a certificate of amendment to
the Articles duly filed with the Secretary of State of Nevada authorizing a
sufficient number of shares of Common Stock of the Company to enable the
conversion of all shares of Preferred Stock of the Company then outstanding (the
"Initial Conversion Date"). To the extent that any shares of Series A Preferred
Stock remain outstanding following the Initial Conversion Date due to the
operation of the conversion restrictions set forth in Section IV(f) hereof, then
such remaining outstanding shares of Series A Preferred Stock shall be converted
into Common Stock on such date(s) (an "Additional Conversion Date", and together
with the Initial Conversion Date, a "Conversion Date") as described in Section
IV(b) below. Any conversion under this Section IV (a) shall entitle Holder to
receive 700 shares of Common Stock for each share of Series A Preferred Stock
(the "Conversion Price") (subject to appropriate adjustment in the event of any
stock dividend, stock split, combination or other similar recapitalization
affecting such shares). Upon the conversion of the any Series A Preferred Stock,
such Series A Preferred Stock shall be returned to the Company for cancellation.
No shares of the Company's Series B Convertible Non Redeemable Preferred Stock,
$.001 par value per share (the "Series B Preferred Stock") shall convert into
Common Stock prior to the Initial Conversion Date of the Company's Series A
Preferred Stock; provided, however, that both Series A Preferred Stock and
Series B Preferred Stock can convert into Common Stock simultaneously.

      (b) Subject to the conversion restrictions set forth in Section IV(f)
hereof, upon a Conversion Date, all outstanding Series A Preferred Stock shall
immediately convert into the right to receive Common Stock. Within ten (10)
business days of the Initial Conversion Date, the Company shall provide notice
to the Holders that such conversion has occurred (the "Company Conversion
Notice") and will become effective with respect to a Holder's shares of Series A
Preferred unless such Holder within three business days notifies the Company
that the conversion restrictions set forth in Section IV(f) hereof restricts its
conversion of the Series A Preferred Stock. If a Holder delivers such notice to
the Company, such notice shall specify therein the number of shares of Series A
Preferred so restricted. All shares of Series A Preferred Stock of a Holder that
are not reflected in the Holder's notice to the Company as being restricted
shall be immediately converted into Common Stock. Thereafter, such Holder may
from time to time convert such of its remaining outstanding shares of Series A
Preferred Stock into Common Stock that become eligible for conversion under
Section IV(f) by delivering written notice to the Company stating that such
Holder can convert additional shares of Series A Preferred Stock into Common
Stock without being restricted by Section IV(f) hereof and setting forth the
number of shares of Series A Preferred Stock to be converted (the "Additional
Conversion Notice"). The Company covenants and agrees that, if requested by the
Holder, it will provide the information relating to the total number of issued
and outstanding shares of Common Stock for purposes of allowing the Holder to
calculate Holder's beneficial ownership in the Company's Common Stock. Promptly
following the receipt of by (a) a Holder of the Company Conversion Notice or (b)
the Company of an Additional Conversion Notice, as the case may be, the Holders
whose Series A Preferred Stock is converted into Common Stock shall surrender
the certificate or certificates for the applicable shares of Series A Preferred
Stock at the office of the Company's transfer agent (or at the principal office
of the Company if the Company serves as its own transfer agent). If required by
the Company, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Company, duly executed by the registered holder of his, her
or its attorney duly authorized in writing. The Company shall, as soon as
practicable after any Conversion Date, and in all events within ten (10)
business days of receipt of the certificate or certificates surrendered for
conversion, issue and deliver at such office to such Holder, a certificate or
certificates for the number of shares of Common Stock to which such Holder shall
be entitled; provided however, that the Company shall not be obligated to issue


<PAGE>

certificates evidencing the shares of Common Stock issuable upon conversion of
any Series A Preferred Stock until the Series A Preferred Stock is either
delivered for conversion to the Company or any transfer agent for the Series A
Preferred Stock or Common Stock, or the Holder notifies the Company that such
Series A Preferred Stock has been lost, stolen or destroyed and provides an
agreement reasonably acceptable to the Company to indemnify the Company from any
loss incurred by it in connection therewith. No fractional shares of Common
Stock shall be issuable upon a conversion hereunder and the number of shares to
be issued shall be rounded up to the nearest whole share. If a fractional share
interest arises upon any conversion hereunder, the Company shall eliminate such
fractional share interest by causing to be issued to Holder an additional full
share of Common Stock. The Company covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly and validly authorized,
issued and fully paid and nonassessable.

      (c) In case of any reclassification of the Common Stock, any consolidation
or merger of the Company with or into another Person, the sale or transfer of
all or substantially all of the assets of the Company or any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property (each, a "Fundamental Transaction"), then each Holder then
outstanding shall have the right thereafter to convert such Series A Preferred
Stock only into the shares of stock and other securities and property receivable
upon or deemed to be held by holders of Common Stock following such
reclassification, consolidation, merger, sale, transfer or share exchange
(except in the event the property is cash, then the Holder shall have the right
to convert the Series A Preferred Stock and receive cash in the same manner as
other stockholders), and the Holder shall be entitled upon such event to receive
such amount of securities or property as the shares of the Common Stock into
which such Series A Preferred Stock could have been converted immediately prior
to such reclassification, consolidation, merger, sale, transfer or share
exchange would have been entitled. The terms of any such consolidation, merger,
sale, transfer or share exchange shall include such terms so as to continue to
give to the Holder the right to receive the securities or property set forth in
this Section IV(c) upon any conversion following such consolidation, merger,
sale, transfer or share exchange. This provision shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.

      (d) The Company covenants that it will authorize, reserve and keep
available, such number of shares of Common Stock as shall be issuable upon the
conversion of all outstanding shares of Series A Preferred Stock free from
preemptive rights or any other actual contingent purchase rights of persons
other than the Holders of Series A Preferred Stock,

      (e) The issuance of certificates for shares of Common Stock on conversion
of Series A Preferred Stock shall be made without charge to the Holder for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.


<PAGE>

(f) Certain Conversion Restrictions.

      i.    Notwithstanding anything to the contrary contained herein, the
            number of shares of Common Stock that may be acquired by a Holder
            upon any conversion of Series A Preferred Stock shall be limited to
            the extent necessary to insure that, following such conversion, the
            total number of shares of Common Stock then beneficially owned by
            such Holder and its affiliates and any other Persons whose
            beneficial ownership of Common Stock would be aggregated with such
            Holder's for purposes of Section 13(d) of the Securities Exchange
            Act of 1934, as amended (the "Exchange Act"), does not exceed 4.999%
            of the total number of issued and outstanding shares of Common Stock
            (including for such purpose the shares of Common Stock issuable upon
            such conversion). For such purposes, beneficial ownership shall be
            determined in accordance with Section 13(d) of the Exchange Act and
            the rules and regulations promulgated thereunder. This restriction
            may not be waived; provided, however, that this provision shall not
            restrict the number of shares of Common Stock which a Holder may
            receive or beneficially own in order to determine the amount of
            securities or other consideration that such Holder may receive in
            the event of a Fundamental Transaction as contemplated herein.

      ii.   Notwithstanding anything to the contrary contained herein, the
            number of shares of Common Stock that may be acquired by a Holder
            upon any conversion of Series A Preferred Stock shall be limited to
            the extent necessary to insure that, following such conversion, the
            total number of shares of Common Stock then beneficially owned by
            such Holder and its Affiliates and any other Persons whose
            beneficial ownership of Common Stock would be aggregated with the
            Holder's for purposes of Section 13(d) of the Exchange Act, does not
            exceed 9.999% of the total number of issued and outstanding shares
            of Common Stock (including for such purpose the shares of Common
            Stock issuable upon such conversion). For such purposes, beneficial
            ownership shall be determined in accordance with Section 13(d) of
            the Exchange Act and the rules and regulations promulgated
            thereunder. This restriction may not be waived; provided, however,
            that this provision shall not restrict the number of shares of
            Common Stock which a Holder may receive or beneficially own in order
            to determine the amount of securities or other consideration that
            such Holder may receive in the event of a Fundamental Transaction as
            contemplated herein.


<PAGE>

      iii.  Any shares of Series A Preferred Stock not automatically converted
            into Common Stock on the Initial Conversion Date due to the
            operation of this Section IV(f) shall no longer have any of the
            rights or preferences set forth in Sections III, V and VI hereof and
            shall rank pari passu with the Common Stock.

V.   RANK

      The Series A Preferred Stock shall, as to redemptions, and the
distribution of assets upon liquidation, dissolution or winding up of the
Company, rank (i) prior to the Company's Common Stock; (ii) prior to any class
or series of capital stock of the Company hereafter created that, by its terms,
ranks junior to the Series A Preferred Stock ("Junior Securities"); (iii) junior
to any class or series of capital stock of the Company hereafter created (with
the consent of the Holders of a majority of the outstanding Series A Preferred
Stock) which by its terms ranks senior to the Series A Preferred Stock ("Senior
Securities"); and (iv) pari passu with the Series B Preferred Stock and any
other series of preferred stock of the Company hereafter created (with the
consent of the Holders of a majority of the outstanding Series A Preferred
Stock) which by its terms ranks on a parity ("Pari Passu Securities") with the
Series A Preferred Stock. The foregoing notwithstanding so long as any Series A
Preferred Stock is outstanding without the consent of Holders holding 66 2/3% of
the outstanding Series A Preferred Stock (voting as a separate class), the
Company shall not authorize any senior securities, pari passu securities or
junior securities other than Common Stock.

VI. LIQUIDATION PREFERENCE

      (a) In the event of any voluntary or involuntary liquidation, dissolution,
Change of Control or winding up of the Company, the Holders then outstanding
shall be entitled to be paid out of the assets of the Company available for
distribution to its shareholders, after and subject to the payment in full of
all amounts required to be distributed to the holders of any class or series of
stock of the Company ranking on liquidation prior and in preference to the
Series A Preferred Stock, but before any payment shall be made to the holders of
Common Stock or any other Junior Shares, an amount equal to $3.56 per share of
Series A Preferred Stock (subject to appropriate adjustment in the event of any
stock dividend, stock split, combination or other similar recapitalization
affecting such shares). If upon any such liquidation, dissolution, Change of
Control or winding up of the Company the remaining assets of the Company
available for distribution to its shareholders shall be insufficient to pay the
Holders the full amount to which they shall be entitled, the Holders and any
other class or series of stock ranking on liquidation on a parity with the
Series A Preferred Stock shall share ratably in any distribution of the
remaining assets and funds of the Company in proportion to the respective
amounts which would otherwise be payable in respect of the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full. The Common Stock shall constitute Junior Shares hereunder.
For the purposes of hereof, "Change of Control" shall mean (i) the sale,
transfer or other conveyance of all or substantially all of the assets of the


<PAGE>

Company or (ii) the merger or consolidation of the Company with or into any
other entity whereafter the stockholders of the Company immediately prior to
such merger or consolidation, fail to own fifty percent (50%) or more of the
voting power of the surviving entity. The forgoing notwithstanding, Change of
Control shall not include any transaction of the Company with AllianceCorner
Distributors, Inc., or its successors or shareholders.

      (b) After the payment of all preferential amounts required to be paid to
the Holders and any other class or series of stock of the Company ranking on
liquidation on a parity with the Series A Preferred Stock, upon the dissolution,
liquidation or winding up of the Company, the Series A Preferred Stock shall
participate (on an as-converted to Common Stock basis) with the holders of
shares of Common Stock then outstanding in the remaining assets and funds of the
Company available for distribution to its shareholders after the payment of any
preferential amount otherwise payable on any capital stock of the Company.

VII. VOTING RIGHTS

      Except as otherwise required by law or as otherwise set forth herein, the
Holders, if and to the extent convertible in accordance with Section IV(f)
hereunder, shall be entitled to vote on all matters on which holders of Common
Stock are entitled to vote, including, without limitation, the election of
directors. If and to the extent convertible in accordance with Section IV(f)
hereunder, each Holder shall be entitled to one vote per share of Common Stock
into which the Series A Preferred Stock held by it is convertible at the record
date for determination of the Holders entitled to vote, or if no such record
date is established, at the date such vote is taken or any written consent of
Holders is solicited.

VIII. NO IMPAIRMENT

      The Company will not, by amendment of its Certificate of Incorporation or
Bylaws or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company but will at all times in good faith assist
in the carrying out of all the provisions of the Series A Preferred Stock and in
the taking of all such action as may be necessary or appropriate in order to
protect the conversion rights of the Holders against impairment.

IX. AMENDMENT

      No amendment to this Certificate of Designation of the Rights and
Preferences of Series A 6% Convertible Non Redeemable Preferred Shares or the
Company's Certificate of Incorporation changing or inconsistent with the terms
hereof shall be permitted without the consent of Holders holding 66 2/3% of the
outstanding Series A Preferred Stock (voting as a separate class) so long as
there is any Series A Preferred Stock outstanding.

<PAGE>

      IN WITNESS WHEREOF, Essential Reality, Inc. has caused this Certificate to
be signed by Humbert B. Powell, III, its Chairman of the Board, and attested by
Brian Jedwab this ___ day of June, 2004.


                                            ESSENTIAL REALITY, INC.,
                                            a Nevada corporation

                                            By:___________________________
                                            Name: Humbert Powell
                                            Title: Chairman of the Board
[Corporate Seal]
ATTEST:

By:______________________
Name: Brian Jedwab