EXHIBIT 3.2(c)

                CERTIFICATE OF DESIGNATION, NUMBER, VOTING POWER,
     PREFERENCES AND RELATIVE,PARTICIPATING, OPTION OR OTHER SPECIAL RIGHTS,
         AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, OF
                 THE SERIES OF PREFERRED STOCK TO BE DESIGNATED.

                                   SERIES A 6%
                             CUMULATIVE CONVERTIBLE
                                 PREFERRED STOCK
                                ($.001 PAR VALUE)

                                       OF

                       INTELLIGENT MOTOR CARS GROUP, INC.

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

         The undersigned DOES HEREBY CERTIFY that the following resolution was
duly adopted on March 1, 2005, by the Board of Directors of Intelligent Motor
Cars Group, Inc., a Delaware corporation (hereinafter referred to as the
"Corporation"), pursuant to authority conferred upon the Board of Directors by
the provisions of the Articles of Incorporation of the Corporation and in
accordance with the provisions of the General Corporation Law of the State of
Delaware:

         RESOLVED that pursuant to authority expressly granted to and vested in
this Board of Directors of the Corporation in accordance with the Certificate of
Incorporation of the Corporation (the "Articles of Incorporation"), the issuance
of a series of Cumulative Convertible Series A 6% Preferred Stock, par value
$.001, of the Corporation now has authority to issue be, and the same hereby is,
authorized, and this Board of Directors hereby fixes the designations, number,
voting powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations or restrictions thereof, of
the shares of such series (in addition to the designations, voting powers,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations or restrictions thereof, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock) as
follows:

         1. Designation. There shall be a series of Convertible Preferred Stock
designated as "Series A 6% Cumulative Convertible Preferred Stock" and the
number of shares constituting that series shall be 10,000,000.

         2. Dividend. (a) The holders of shares of Series A Preferred Stock
shall be entitled to receive dividends at the rate of six ($0.06) cents per
share of Series A Preferred Stock per annum, paid quarterly (appropriately
adjusted for stock splits, stock dividends and the like).

         (b) Dividends shall be payable quarterly in arrears, on March 31, June
30, September 31 and December 31 of each year (each, a "Dividend Payment Date").
If any Dividend Payment Date occurs on a Saturday, Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close, any dividends otherwise payable on such Dividend
Payment Date shall be paid on the next business day. Dividends shall be paid to
the holders of record of the Series A Preferred Stock, as their names shall
appear on the share register of the Corporation on the record date for such
dividend. Dividends payable in any Dividend Period (as hereinafter defined) that
is less than a full Dividend Period in length shall be computed on the basis of
a 90 day-period and actual days lapsed in such Dividend Period. Dividends in
arrears for any past Dividend Periods may be paid at any time to holders of
record on the Record Date therefor. "Dividend Period" shall mean any period from
and including the first issuance date of shares of Series A Preferred Stock
until but not including the first Dividend Payment Date and thereafter, each
quarterly period from and including each Dividend Payment Date to but not
including the next Dividend Payment Date.

<PAGE>

         (c) Dividends shall be paid to the holders of record of the Series A
Preferred Stock, at the option of the Corporation, either (a) in cash, or (b) in
the form of shares of newly issued shares of the Corporation's Common Stock (the
"Dividend Shares") valued at the average of the closing "bid" price for the
Corporation's Common Stock for the twenty (20) trading days immediately
preceding a Dividend Payment Date as reported in the principal consolidated
transaction reporting system with respect to securities listed on such exchange
(or market) or, if such securities are not listed or admitted to trading on any
national securities exchange, the last quoted price in the over-the-counter
market, as reported by NASDAQ or such other organization. In the event that the
Corporation's Common Stock are not then trading listed on any such exchange (or
market), the value of the Dividend Shares shall be deemed to be the fair market
value of such share as determined in good faith by thee Corporation's Board of
Directors in good faith, unless the holder of a majority of the outstanding
shares of Series A Preferred Stock shall object thereto by notice in writing to
the Corporation within fifteen (15) days after the date of such notice. In the
event of such objection, the objecting holders will designate in their notice
five proposed arbitrators who would be acceptable to such holders. The valuation
of the Dividend Shares then shall be determined by an arbitrator selected by the
Board from the list proposed by the objecting holder. If a single arbitrator
cannot be agreed upon between the objecting holders and the Board within ten
(10) days after the date of the notice of objection sent by the objecting
holders of Series A Preferred Stock, then the valuation of the Dividend Shares
shall be determined by arbitration in which (i) one arbitrator shall be named by
the objecting holders of Series A Preferred Stock within fifteen (15) days after
the date of such notice of objection, (ii) the second arbitrator shall be named
by the Board within ten (10) days after the date of receipt of notice from the
objecting holders naming their arbitrator, (iii) the two arbitrators thus
selected shall select a third arbitrator within fifteen (15) days after the
selection of the second arbitrator, and (iv) the three arbitrators thus selected
shall determine the valuation of the Dividend Shares majority vote within thirty
(30) days after the election of the third arbitrator. The costs of such
arbitration shall be borne equally by the Corporation and the objecting holders
of the Series A Preferred Stock (on a pro rata basis out of the property, rights
or other securities otherwise distributable to them).

         3. Voting. Except as may be otherwise provided in herein or by law, the
Series A Preferred Stock shall not have any voting rights in actions to be taken
by the stockholders of the Corporation.

          4. Liquidation. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of
Series A Preferred Stock shall be entitled, before any distribution or payment
is made upon any stock ranking on liquidation junior to the Series A Preferred
Stock, and shall be paid an amount equal to any unpaid dividends and thereafter,
the holders of the shares of Series A Preferred Stock will share pro rata with
the holders of Common Stock.

         5. Conversions. The holders of shares of Series A Preferred Stock shall
have the following conversion rights:

         ss.      Optional Conversion. Each share of Series A Preferred Stock
                  shall be convertible at any time, at the option of the holder
                  thereof, and at the office of the Corporation or any transfer
                  agent for such stock, into such number of fully paid and
                  non-assessable shares of Common Stock as determined by
                  dividing $1.00 per share (the "Original Issue Price") by the
                  conversion price per share applicable to each of such shares
                  (the "Conversion Price") computed as hereinafter provided, in
                  effect at the time of conversion.

         ss.      Twenty-five percent (25%) of the Series A Preferred Stock
                  shall be convertible into shares of the Corporation's Common
                  Stock at a Conversion Price equal to the lower of (x)
                  ninety-five percent (95%) of the average closing bid prices
                  for the Corporation's Common Stock for the twenty (20) trading
                  days preceding the applicable date of issuance of the Series A
                  Preferred Stock being converted (the "Issuance Date") and (y)
                  ninety-five percent (95%) of the bid price for the
                  Corporation's Common Stock for the one (1) trading day
                  preceding the Issuance Date.

<PAGE>

         ss.      Twenty-five percent (25%) of the Series A Preferred Stock
                  shall be convertible into shares of the Corporation's Common
                  Stock at a Conversion Price equal to the lower of (x)
                  ninety-five percent (95%) of the average closing bid prices
                  for the Corporation's Common Stock for the twenty (20) trading
                  days preceding the date which is the three (3) month
                  anniversary of the Issuance Date and (y) ninety-five percent
                  (95%) of the bid price for the Corporation's Common Stock for
                  the one (1) trading day preceding the three (3) month
                  anniversary of the Issuance Date.

         ss.      Twenty-five percent (25%) of the Series A Preferred Stock
                  shall be convertible into shares of the Corporation's Common
                  Stock at a Conversion Price equal to the lower of (x)
                  ninety-five percent (95%) of the average closing bid prices
                  for the Corporation's Common Stock for the twenty (20) trading
                  days preceding the date which is the six (6) month anniversary
                  of the Issuance Date and (y) ninety-five percent (95%) of the
                  bid price for the Corporation's Common Stock for the one (1)
                  trading day preceding the six (6) month anniversary of the
                  Issuance Date.

         ss.      Twenty-five percent (25%) of the Series A Preferred Stock
                  shall be convertible into shares of the Corporation's Common
                  Stock at a Conversion Price equal to the lower of (x)
                  ninety-five percent (95%) of the average closing bid prices
                  for the Corporation's Common Stock for the twenty (20) trading
                  days preceding the date which is the nine (9) month
                  anniversary of the Issuance Date and (y) ninety-five percent
                  (95%) of the bid price for the Corporation's Common Stock for
                  the one (1) trading day preceding the nine (9) month
                  anniversary of the Issuance Date.

                  The Conversion Price shall be subject to adjustment as
                  hereinafter provided. Any holder of Series A Preferred Stock
                  desiring to convert its shares of Series A Preferred Stock may
                  convert all or part of their shares of Series A Preferred
                  Stock in accordance herewith.

         Before any holder of Series A Preferred Stock shall be entitled to
optional conversion of such Series A Preferred Stock into shares of Common
Stock, such holder shall (i) surrender the certificate or certificates thereof,
duly endorsed, at the office of the Corporation or of any transfer agent for
such stock, or (ii) notify the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and execute an affidavit of
lost certificate with respect to such certificate or certificates satisfactory
to the Corporation, and give written notice to the Corporation at such office
that such holder elects to convert the same and shall state therein the name or
names in which such holder wishes the certificate or certificates for shares of
Common Stock to be issued, the number of shares of Series A Preferred Stock
being converted and the number of shares of Common Stock that such shares of
Series A Preferred Stock are convertible into ("Conversion Shares"). The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder, or to such holder's nominee or nominees, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled, and a check payable to the holder in the amount of any cash amounts
payable as the result of a conversion into fractional shares of Common Stock,
plus any declared and unpaid dividends on the converted Series A Preferred
Stock. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of surrender of the shares of Series A
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
such date. Any accrued but unpaid dividends on shares of the Series A Preferred
Stock surrendered for conversion shall be paid in contemporaneously with the
issuance of certificates evidencing shares of Common Stock upon the conversion.

<PAGE>

         (b) Adjustments for Combinations or Consolidations of Common Stock or
Preferred Stock.

             (1) Adjustments for Subdivisions or Combinations of Common Stock.
If the outstanding shares of Common Stock shall be subdivided (by
reclassification, stock split, by payment of a stock dividend or otherwise),
into a greater number of shares of Common Stock, the Conversion Price of the
Series A Preferred Stock in effect immediately prior to such subdivision shall,
concurrently with the effectiveness of such subdivision, be proportionately
decreased. If the outstanding shares of Common Stock shall be combined or
consolidated, (by reclassification, stock split or otherwise), into a lesser
number of shares of Common Stock, the Conversion Price of the Series A Preferred
Stock in effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased.

             (2) Adjustments for Subdivisions or Combinations of Preferred
Stock. If the outstanding shares of Series A Preferred Stock shall be subdivided
(by reclassification, stock split, by payment of a stock dividend or otherwise),
into a greater number of shares of Series A Preferred Stock, the Original Issue
Price and Liquidation Preference of the Series A Preferred Stock in effect
immediately prior to such subdivision shall, concurrently with the effectiveness
of such subdivision, be proportionately decreased. In the event the outstanding
shares of Series A Preferred Stock shall be combined (by reclassification, stock
split or otherwise) into a lesser number of shares of Series A Preferred Stock,
the Original Issue Price and Liquidation Preference, if any, of the Series A
Preferred Stock in effect immediately prior to such combination shall,
concurrently with the effectiveness of such combination, be proportionately
increased.

             (3) Adjustment for Mergers or Reorganization, etc. In case of any
consolidation or merger of the Corporation with or into another Corporation or
the conveyance of all or substantially all of the assets of the Corporation to
another Corporation, each share of Series A Preferred Stock shall be convertible
into the number of shares of stock or other securities or property to which a
holder of the number of shares of Common Stock of the Corporation deliverable
upon conversion of such Series A Preferred Stock would have been entitled upon
such consolidation, merger or conveyance; and, in any such case, appropriate
adjustment (as determined in good faith by the Board) 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 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 Prices) 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 Series A
Preferred Stock.

         (c) No Impairment. The Corporation shall not, 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 Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in the trading of all
such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of the Series A Preferred Stock against
impairment.

         (d) Certificates as to Adjustments. Upon the occurrence of each
adjustment or readjustment of a Conversion Price pursuant to this Section 5, the
Corporation, at its expense, promptly shall compute such adjustment or
readjustment in accordance with the terms hereof and, the Corporation shall,
upon the written request at any time of any holder of Series A Preferred Stock,
furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion Price at the time in
effect, and (iii) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the conversion of
Series A Preferred Stock.


<PAGE>

         (e) Notice of Record Date. In the event that the Corporation shall
propose at any time:

                 (i) to declare any dividend or distribution upon its Common
Stock, whether in cash, property, stock or other securities, whether or not out
of earnings or earned surplus;

                 (ii) to offer for subscription pro-rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights;

                 (iii) to effect any reclassification or recapitalization of its
Common stock outstanding involving a change in the Common Stock; or

                 (iv) to merge or consolidate with or into any other
Corporation, or sell, lease or convey all or substantially all of its property
or business, or to liquidate, dissolve or wind up;

         then in connection with each such event, the Corporation shall send a
written notice to the holders of the Series A Preferred Stock:

             (1) at least twenty (20) days prior to the date on which a record
shall be taken for such dividend, distribution or subscription rights (and
specifying the date on which the holders of Common Stock shall be entitled
thereto) or for determining rights to vote in respect of any of the matters
referred to in subsection (iii) or (iv) above; and

             (2) at least twenty (20) days prior to the date when any of the
matters referred to in subsections (iii) or (iv) above shall take place (and
specifying the date on which the holders of Common Stock shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
the occurrence of such event).

         Each such written notice shall be given by first class mail, postage
prepaid, addressed to the holders of Series A Preferred Stock at the address for
each such holder as shown on the books of the Corporation. In the event the
notice requirements of this section are not complied with or waived, the
Corporation shall forthwith either cause the closing of the transactions to be
postponed until such requirements have been complied with, or cancel such
transaction, in which event the rights, preferences and privileges of the
holders of Series A Preferred Stock shall revert to and be the same as the
rights, preferences and privileges existing immediately prior to the date of the
first notice referred to in this section.

         (f) Issue Taxes. The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock on conversion of shares of Series A Preferred Stock pursuant
hereto; provided, however, that the Corporation shall not be obligated to pay
any transfer taxes resulting from any transfer requested by any holder in
connection with any such conversion.

         (g) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock, the
Corporation shall take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose.

<PAGE>

         (h) Fractional Shares. No fractional share shall be issued upon the
conversion of any share or shares of Series A Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one share of Series A Preferred Stock by a holder thereof shall be aggregated
for purposes of determining whether the conversion would result in the issuance
of any fractional share. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board).

         6. Amendments. No provision of these terms of the Series A Preferred
Stock may be amended, modified or waived without the written consent or
affirmative vote of the holders of a majority of the then-outstanding shares of
Series A Preferred Stock.

         IN WITNESS WHEREOF, Intelligent Motor Cars Group, Inc. has caused this
certificate to be signed on it behalf by Gerald Scalzo, its President, this 7th
day of April, 2005.

                                              INTELLIGENT MOTOR CARS GROUP, INC.

                                              By: /s/ Gerald Scalzo
                                                  -----------------------------
                                                  Name: Gerald Scalzo
                                                  Title: President