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                                                                    EXHIBIT 3.3



                  CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                   QUALIFICATIONS, LIMITATIONS, RESTRICTIONS,
                  AND OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES B PREFERRED STOCK

                                       OF

                             TELECHIPS CORPORATION


         We the undersigned President and Secretary of TELECHIPS CORPORATION DO
HEREBY CERTIFY:

         I.      The name of the corporation (hereinafter called the
"Corporation" is TELECHIPS CORPORATION.

         II.     The certificate of incorporation of the Corporation authorizes
the issuance of 3,000,000 shares of Preferred Stock of a par value of $1.00 per
share and expressly vests in the Board of Directors of the Corporation the
authority provided therein to issue any or all of said shares in one or more
series and by resolution or resolutions to establish the designation, number,
full or limited voting powers, or the denial of voting powers, preferences and
relative, participating, optional, and other special rights and the
qualifications, limitations, restrictions, and other distinguishing
characteristics of each series to be issued.

         III.    The Board of Directors of the Corporation, pursuant to the
authority expressly vested in it as aforesaid and pursuant to a special meeting
of the Board on February 28, 1997, has adopted resolutions creating a Series B
issue of Preferred Stock:

         RESOLVED, that Eight Thousand Seven Hundred and Fifty (8,750) of the
Three Million (3,000,000) authorized shares of Preferred Stock of the
Corporation shall be designated Series B Preferred Stock (the "Series B
Preferred Stock") and shall possess the rights and privileges set forth below:

                 A.       Stated (Face) Value.

                          1.      Each share of Series B Preferred Stock shall
have a stated (face) value of $1,000.00.

                 B.       Dividends.

                          1.      The holder of each issued and outstanding
share of Series B Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors of the Corporation, out of the assets at the
time legally available for such
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purpose, dividends at a rate of four percent (4%) per annum on the stated
value, payable semi-annually at the Company's option in case or in shares of
the Common Stock of the Corporation at a dividend conversion price equal to the
lesser of (x) 110% of the closing bid price on the day of the closing of the
sale of the conversion shares of Series B Preferred Stock or (y) the average
closing bid price for the five (5) trading days prior to the delivery of the
Corporation of a Conversion Notice in accordance with Section D.2 below.  Such
dividends shall accumulate until paid to the holders.  If any dividends payable
on the Series B Preferred Stock with respect to any dividend payment period are
not paid for any reason, the right of the holders of the Series B Preferred
Stock to receive payment of such dividend shall not lapse or terminate, but
said unpaid dividend or dividends shall be added to the stated value of the
Series B Preferred Stock effective at the beginning of the semi-annual period
next succeeding the semi-annual period as to which such dividends were not
paid, and shall thereafter accrue additional dividends at the above-stated
dividend rate.  Any dividend payment made on the Series B Preferred Stock shall
be credited against the earliest accrued but unpaid dividend which has been
added to the stated value of the Series B Preferred shares and shall reduce the
stated value by the amount of the dividend paid.  No dividends shall be
declared or paid with respect to the Corporation's Common Stock (other than a
dividend payable solely in Common Stock of the Corporation), or upon any other
class of Preferred Stock of the Corporation with a dividend preference
subordinate to the dividend preference of the Series B Preferred Stock, unless
a dividend of equal or greater amount per share (on an as-if-converted to
Common Stock basis) is first declared and paid with respect to the Series B
Preferred Stock; provided, however, the dividend rights and preferences
pertaining to the Corporation's Series A Preferred Stock shall be considered
superior and preferential to the dividend rights and preferences hereby granted
to the holders of shares of Series B Preferred Stock.

                          2.      No dividends shall be paid on the Series B
Preferred Stock if such payment would violate Nevada law.

                 C.       Liquidation Preference.

                          1.      In the event of any liquidation, dissolution
or winding-up of the Corporation, either voluntary or involuntary (a
"Liquidation"), the holders of shares of the Series B Preferred Stock then
issued and outstanding shall be entitled to be paid our of the assets of the
Corporation available for distribution to its shareholders, whether from
capital, surplus or earnings, before any payments shall be made to the holders
of shares of the Common Stock or upon any other series of Preferred Stock of
the Corporation with a liquidation preference subordinate to the liquidation
preference of the Series B Preferred Stock, an amount equal to one thousand
dollars ($1,000) per share,plus an amount equal to any unpaid dividends
accumulated and unpaid on each such share to and including the date of
distribution on such share.  If, upon any Liquidation of the Corporation, the
assets of the Corporation available for distribution to its shareholders shall
be insufficient to pay the holders of shares of the Series B Preferred Stock
and the holders of any other
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series of Preferred Stock with a liquidation preference equal to the
liquidation preference of the Series B Preferred Stock the full amounts to
which they shall respectively be entitled, the holders of shares of the Series
B Preferred Stock and the holders of any other series of Preferred Stock with
liquidation preference equal to the liquidation preference of the Series B
Preferred Stock shall receive all of the assets of the Corporation available
for distribution and each such holder of shares of the Series B Preferred Stock
and the holders of any other series of Preferred Stock with a liquidation
preference equal to the liquidation preference of the Series B Preferred Stock
shall state ratably in any distribution in accordance with the amounts due such
shareholders.  After payment shall have been made to the holders of shares of
the Series B Preferred Stock of the full amount to which they shall be
entitled, as aforesaid, the holders of shares of the Series B Preferred Stock
shall be entitled to no further distributions thereon and the holders of shares
of the Common Stock and of shares of any other series of stock of the
Corporation shall be entitled to share, according to their respective rights
and preferences, in all remaining assets of the Corporation available for
distribution to its shareholders; provided, however, anything in this Section
C.1. to the contrary notwithstanding, the Liquidation rights and preferences
hereby granted to the holders of shares of Series B Preferred Stock shall be
junior and subordinate to and shall in no way be construed to impair or be in
parity with or superior to the Liquidation rights and preferences granted to
the holders of the Corporation's shares of Series A Preferred Stock.

                          2.      A merger of consolidation of the Corporation
with or into any other corporation, or a sale, lease, exchange, or transfer of
all or any part of the assets of the Corporation which shall not in fact result
in the liquidation (in whole or in part) of the Corporation and the
distribution of its assets to its shareholders shall not be deemed to be a
voluntary or involuntary liquidation (in whole or in part), dissolution, or
winding-up of the Corporation.

                 D.       Conversion of Series B Preferred Stock.

                 The holders of Series B Preferred Stock shall have the
following conversion rights:

                          1.      Right to Convert.  Each share of Series B
Preferred Stock shall be convertible, on the Conversion Dates and at the
Conversion Price set forth below, into fully paid and nonassessable shares of
Common Stock.

                          2.      Mechanics of Conversion.  Each holder of
Series B Preferred Stock who desires to convert the same into shares of Common
Stock shall provide notice ("Conversion Notice") via telecopy to the
Corporation.  The original Conversion Notice and the certificate or
certificates representing the Series B Preferred Stock for which conversion is
elected, shall be delivered to the Corporation by international courier, duly





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endorsed.  The date upon which a Conversion Notice is properly received by the
Corporation shall be a "Notice Date".

                 The Corporation shall use all reasonable efforts to issue and
deliver within three (3) business days after the Notice Date, to such holder of
Series B Preferred Stock at the address of the holder on the stock books of the
Corporation, a certificate or certificates for the number of shares of Common
Stock to which the holder shall be entitled as aforesaid; provided that the
original shares of Series B Preferred Stock to be converted are received by the
transfer agent or the Corporation within three business days after the Notice
Date 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.  If the original
shares of Series B Preferred Stock to be converted are not received by the
transfer agent of the Corporation within three business days after the Notice
Date, the Conversion Notice shall become null and void.

                          3.      Conversion Dates.  The Series B Preferred
Stock shall become convertible into shares of Common Stock at any time
commencing forty five (45) days after the last day on which there is an
original issuance of the Series B Preferred Stock (the "Conversion Date").

                          4.      Conversion Price.  In the event accrued
dividends have been paid, the shares of Series B Preferred Stock shall be
convertible into the number of shares of Common Stock according to the
following formula:

                                   N x 1,000
                                   ---------
                                Conversion Price

             N =          the number of shares of the Series B Preferred Stock
                          for which conversion is being elected.

             Conversion
             Price =      the lesser of (x) 110% of the closing bid price on
                          the day of the closing of the sale by the Corporation
                          of the shares of Series B Preferred Stock for which
                          conversion is being requested or (y) the five (5) day
                          average closing bid price prior to delivery to the
                          Corporation of a Conversion Notice regarding the
                          shares of Series B Preferred Stock for which
                          conversion is being requested; provided, however,
                          that in all cases the Corporation shall pay all
                          accumulated but unpaid dividends with respect to the
                          shares of Series B Preferred Stock being converted.





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                          5.      Automatic Conversion.  Each share of Series B
Preferred Stock outstanding on March 10, 1997 automatically shall be converted
into Common Stock on such date at the Conversion Price then in effect, and
March 31, 1999 shall be deemed to be the Notice Date with respect to such
conversion.  Also, upon consummation of a registered public offering with gross
proceeds of $10,000,000 or more (before underwriting, discounts and expenses),
each share of Series B Preferred Stock outstanding on the date of such
completion shall automatically be converted into Common Stock on such date at
the Conversion P{rice then in effect, provided that the Holders must receive
written notice 30 days prior to the first filing date of such offering and that
the offering may not close prior to 180 days from the date of issuance of the
Series B Preferred Stock.

                          6.      Fractional Shares.  No fractional share shall
be issued upon the conversion of any shares, share or fractional share of
Series B Preferred Stock.  All shares of Common Stock (including fractions
thereof) issuable upon conversion of shares (or fractions thereof) of Series B
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 closing bid
price of the Corporation's Common Stock on the Notice Date multiplied by such
fraction.

                          7.      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 B Preferred Stock, such
number of its shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all then outstanding shares of the Series B
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 the Series B Preferred Stock, the Corporation will
take such corporate action as may be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

                          8.      Adjustment to Conversion Price.

                                  (a)      If, prior to the conversion of all
shares of Series B Preferred Stock, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, or other similar event,
the Conversion Price shall be proportionately reduced, or if the number of
outstanding shares of Common Stock is decreased by a combination or
reclassification of shares, or other similar event, the Conversion Price shall
be proportionately increased.





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                                  (b)      If, prior to the conversion of all
shares of Series B Preferred Stock, there shall be any merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event,
as a result of which shares of Common Stock of the Corporation shall be changed
into the same or a different number of shares of the same or another class or
classes of stock or securities of the Corporation or another entity, then the
holders of Series B Preferred Stock shall thereafter have the right to purchase
and receive upon conversion of shares of Series B Preferred Stock, upon the
basis and upon the terms and conditions specified herein and in lieu of the
shares of Common Stock immediately theretofore issuable upon conversion, such
shares of stock and/or securities as may be issued or payable with respect to
or in exchange for the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the conversion of shares of Series B Preferred
Stock held by such holders had such merger, consolidation, exchange of shares,
recapitalization or reorganization not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests
of the holders of the Series B Preferred Stock to the end that the provisions
hereof (including, without limitation, provisions for adjustment of the
Conversion Price and of the number of shares issuable upon conversion of the
Series B Preferred Stock) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof.  The Corporation shall not effect any
transaction described in this subsection unless the resulting successor or
acquiring entity (if not the Corporation) assumes by written instrument the
obligation to deliver to the holders of the Series B Preferred Stock such
shares of stock and/or securities as, in accordance with the foregoing
provisions, the holders of the Series B Preferred Stock may be entitled to
purchase.

                                  (c)      If any adjustment under this
subsection would create a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares of Common Stock issuable upon conversion
shall be the next higher number of shares.

                 E.       Voting.  Except as otherwise provided below or by the
General Corporation Law of the State of Nevada, the holders of the Series B
Preferred Stock shall have no voting power whatsoever, and no holder of Series
B Preferred Stock shall vote or otherwise participate in any proceeding in
which actions shall be taken by the Corporation or the shareholders thereof or
be entitled to notification as to any meeting of the Board of Directors or the
shareholders.

                 F.       Protective Provisions.  So long as shares of Series B
Preferred Stock are outstanding, the Corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least a majority of the then outstanding shares of Series B
Preferred Stock; provided, however, that with respect to paragraph (e), holders
of Series B Preferred Stock shall vote with the holders of Common Stock on an
as converted basis and shall not vote separately as a class:





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                          (a)     alter or change the rights, preferences or
privileges of the shares of Series B Preferred Stock so as to affect adversely
the Series B Preferred Stock;

                          (b)     create any new class or series of stock
having a preference over the Series B Preferred Stock with respect to
dividends, payments upon Liquidation (as provided for in Section B of this
Designation) or redemption except for a class of stock approved by J.P. Carey
Enterprise, Inc., a Georgia corporation'

                          (c)     do any act or thing not authorized or
contemplated by this Designation which would result in taxation of the holders
of shares of the Series B Preferred Stock under Section 305 of the Internal
Revenue Code of 1986, as amended (or any comparable provision of the Internal
Revenue Code as hereafter from time to time amended);

                          (d)     issue any capital stock (other than
dividends) which ranks senior to or on a parity with the Series B Preferred
Stock with respect to rights to receive distributions upon liquidation,
dissolution, or winding up of the Corporation or with respect to dividends; or

                          (e)     enter into a merger in which the Corporation
is not the surviving corporation, and which requires approval of the common
Stockholders; provided, however, that the provisions of this subparagraph (e)
shall not be applicable to any such merger if the authorized capital stock of
the surviving corporation immediately after such merger shall include only
classes or series of stock for which no such consent or vote would have been
required pursuant to this section if such class or series had been authorized
by the Corporation immediately prior to such merger or which have the same
rights, preferences and limitations and authorized amount as a class or series
of stock of the Corporation authorized (with such consent or vote of the Series
B Preferred Stock)O prior to such merger and continuing as an authorized class
or series at the time thereof.

                 G.       Status of Converted Stock.  In the event of any
shares of Series B Preferred Stock shall be converted as contemplated by this
Designation, the shares so converted shall be cancelled, shall return to the
status of authorized but unissued Preferred Stock of no designated class or
series, and shall not be issuable by the Corporation as Series B Preferred
Stock.

                 H.       Taxes.  All shares of Common Stock issued upon
conversion of Series B Preferred Stock will be validly issue,d fully paid and
nonassessable.  The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Series B 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 Common Stock in a name other than that





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in which the Series B Preferred Stock so converted were registered, and no such
issue or delivery shall be made unless and until the person requesting such
transfer 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 that no such tax is payable.  The Corporation shall adjust the amount of
dividends paid or accrued so as to indemnify the holders of Preferred Stock
against any withholding or similar tax in respect of such dividends.

         FURTHER RESOLVED, that the statements contained in the foregoing
resolutions creating and designating the said Series B Preferred Stock and
fixing the number, powers, preferences and relative, optional, participating
and other special rights and the qualifications, limitations, restrictions, and
other distinguishing characteristics thereof shall, upon the effective date of
said series, be deemed to be included in and be a part of the certificate of
incorporation of the Corporation pursuant to the provisions of the General
Corporation Law of the State of Nevada.

Signed on February 28, 1997                       Telechips Corporation


                                                  By:___________________________
                                                  Print Name: Nelson B. Caldwell
                                                  Title: President

                                                  By:___________________________
                                                  Print Name: Hans Junker
                                                  Title: Assistant Secretary


STATE OF NEVADA
COUNTY OF WASHOE


         This instrument was acknowledged before me on February 28, 1997, by
________________________ and ______________________, as President and Assistant
Secretary, respectively, of Telechips Corporation.


                                                  ______________________________
                                                  Notary Public


My Commission Expires:

_________________________





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