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                                                                     Exhibit 4.2


                              AMENDED AND RESTATED
               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                 OF SERIES A VOTING CONVERTIBLE PREFERRED STOCK
                                       OF
                      HIGHLAND HOLDINGS INTERNATIONAL, INC.

       Pursuant to Section 151 of the General Corporation Law of Delaware

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         Highland Holdings International, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that, pursuant to the authority conferred
upon the Board of Directors of the Corporation by its Certificate of
Incorporation, as amended, the Board of Directors of the Corporation, as
required by Section 151 of the General Corporation Law of Delaware (the
"DGCL:"), duly adopted the following resolution by unanimous written consent as
of July 16, 2001:

         RESOLVED, that pursuant to the authority granted to the Board of
Directors of the Corporation (hereinafter, the "Board of Directors") by the
provisions of the Corporation's Certificate of Incorporation, the Board of
Directors hereby creates a new series of the Corporation's previously authorized
preferred stock, par value $.001 per share (the "Preferred Stock")authorized to
issue 4,000,000 shares of Series A Voting Convertible Preferred Stock (the
"Series A Preferred Stock"), $0.001 par value per share, of the Corporation, and
hereby states the designation and number of shares, and fixes the relative
rights, preferences and limitations thereof, as follows:


A. DESIGNATION AND NUMBER

         The shares of such series shall be designated as "Series A Voting
Convertible Preferred Stock," of Highland Holdings International, Inc., a
Delaware corporation (the "Corporation"), and the number of shares constituting
the Series A Voting Convertible Preferred Stock shall be four million
(4,000,000) shares, par value $.001 per share (the "Series A Preferred Stock");
provided, however, that such number of shares, which number may be increased or
decreased by the Board of Directors, but shall not be decreased below the number
of shares of Series A Preferred Stock then outstanding nor increased so as to
exceed, together with the number of shares of any other class or series of
Preferred Stock authorized for issuance by the Board of Directors, of the
Corporation (the "Board of Directors"), the total number of shares of Preferred
Stock which the Board of Directors then has authority to issue.

B. PURPOSE

         The Series A Preferred Stock has been designated in connection with
certain contractual obligations of the Corporation to issue common stock of the
Corporation, par value $.001 per share ("Common Stock"), to third parties, at a
time when the Corporation does not have a sufficient number of authorized but
unissued shares of Common Stock for such purpose. Accordingly, the Corporation
is issuing one share of Series A Preferred Stock in exchange for every five
shares tendered to the Corporation of common stock of E Street Access, Inc. ("E
Street"), which will be a subsidiary of the Corporation. Each share of Series A
Preferred Stock (1) shall, except as otherwise set forth in this Certificate of
Designations, have the same voting and other rights as Common Stock, taking into
account that each share of Preferred Stock in


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effect represents five shares of Common Stock and (2) shall, upon stockholder
approval of an increase in the number of authorized shares of Common Stock, be
automatically converted into the same number of shares of Common Stock as such
holders would have received had the Corporation issued Common Stock to such
stockholders in exchange for their shares of E Street common stock, as more
particularly set forth in Section G hereof.

C. RANK

         1. Distributions Upon Liquidation, Dissolution of the Corporation. The
      Series A Preferred Stock shall rank prior to (a) the Series B Convertible
      Preferred Stock of the Corporation, par value $.001 per share ("Series B
      Preferred Stock"), if and when shares thereof are issued, and (b) the
      Common Stock, with respect to any payment or distribution to be made to
      the holders of the Corporation's capital stock upon the liquidation,
      dissolution or winding up of the Corporation, with the amount so payable
      to the holders of Series A Preferred Stock to be adjusted in the event of
      any recapitalization and otherwise as provided in Section G hereof.

         2. Dividends. The Series A Preferred Stock shall rank on a par with the
      Common Stock, as more fully described in Section F hereof, and junior to
      any other series of Preferred Stock of the Corporation, with respect to
      the rights of the holders of the Series A Preferred Stock to receive
      dividends.

 D. VOTING RIGHTS

          Except as otherwise provided by law, the holders of Series A Preferred
 Stock shall have the following voting rights:

         1. Number of Votes. Each holder of Series A Preferred stock shall be
      entitled to a number of votes equal to the Conversion Ratio (as defined in
      Section G hereof), then in effect for each share of Series A Preferred
      Stock held of record on each matter on which holders of the Common Stock
      or stockholders generally are entitled to vote, whether at a meeting of
      stockholders or by written consent

         2. Class Voting. Except as otherwise provided by law or this
      Certificate of Designations, the holders of the Series A Preferred Stock
      and the holders of the Common Stock shall vote together as one class on
      all matters submitted to a vote of stockholders of the Corporation.

  E.      DIVIDEND RIGHTS

         1. Restriction on Dividends. The Board of Directors shall not declare
      and pay any cash dividends to the holders of the Common Stock unless it
      also simultaneously declares and pays, pursuant to paragraph 2 of this
      Section E, an equivalent cash dividend to the holders of the Series A
      Preferred Stock. If and when declared, such dividends shall be payable out
      of any source lawfully available for the payment of dividends.

         2. Non-Cumulative Dividends. The holders of shares of the Series A
      Preferred Stock shall be entitled to an annual dividend as determined by
      the Board of Directors and payable annually on April 30 of each year
      commencing in the year 2002. Such dividends


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      shall not be cumulative and shall be payable by the Corporation in cash
      out of any source lawfully available for the payment of dividends.

 F. LIQUIDATION RIGHTS

         1. Series A Preferred Stock Liquidation Value. After payments in the
      event of any voluntary or involuntary liquidation, dissolution, or winding
      up of the Corporation (hereinafter referred to as a "Liquidation"), but
      before any distribution or payment may be made to or set aside for the
      holders of the Series B Preferred Stock or the Common Stock, the holders
      of the Series A Preferred Stock shall be entitled to receive from the
      assets of the Corporation the sum of $.001 per share in cash or other
      property (the "Series A Preferred Stock Liquidation Value"), such amount
      to be appropriately adjusted, upward or downward in the event of any stock
      dividend, stock split or combination, or similar recapitalization
      (hereinafter referred to as a "Recapitalization"). If, upon any such
      Liquidation, the assets of the Corporation to be distributed among the
      holders of the Series A Preferred Stock are insufficient to permit payment
      to all such holders of the aggregate Series A Preferred Stock Liquidation
      Value for all shares held of record by each such holder, then the assets
      available to be distributed to such holders shall be distributed ratably
      among such holders, based upon the number of shares of Series A Preferred
      Stock held by each such holder.

         2. Series B Preferred Stock Liquidation Value. After payments shall
      have been made to the holders of Series A Preferred Stock, before any
      distribution or payment may be made to or set aside for the holders of the
      Common Stock, the holders of the Series B Convertible Preferred Stock (the
      "Series B Preferred Stock") shall be entitled to receive from the assets
      of the Corporation the sum of $.001 per share in cash or other property
      (the "Series B Preferred Stock Liquidation Value"), such amount to be
      appropriately adjusted, upward or downward in the event of any
      Recapitalization. If upon any Liquidation, the assets of the Corporation
      to be distributed among the holders of the Series B Preferred Stock are
      insufficient to permit payment to such holders of the aggregate Series B
      Preferred Stock Liquidation Value, then the assets available to be
      distributed to such holders will be distributed ratably among such
      holders, based upon the aggregate Series B Preferred Stock Liquidation
      Value held by each such holder of Series B Preferred Stock.

         3. Common Stock Liquidation Value. After payment shall have been made
      in full of the Series A Preferred Stock Liquidation Value and the Series B
      Preferred Stock Liquidation Value, the holders of the Common Stock shall
      be entitled to receive from the remaining assets of the Corporation,
      before any further distribution or payment is made to any other party, the
      sum of $.001 per share of Common Stock in cash or other property such
      amount to be appropriately adjusted in the event of any Recapitalization
      (such amount, as the same may be adjusted, the "Common Stock Liquidation
      Value"). If the assets of the Corporation to be so distributed among the
      holders of the Common Stock are insufficient to permit payment of the
      aggregate Common Stock Liquidation Value to such holders, then the
      remaining assets shall be distributed ratably among such holders based
      upon the number of shares of Common Stock held by such holders.

         4. Balance of Distribution Payments. Any assets of the Corporation
      remaining after the payments required by paragraphs 1 through 3 of this
      Section F shall have been made in full to the holders of the Series A
      Preferred Stock, the Series B Preferred Stock and the Common Stock shall
      be distributed with respect to the outstanding shares of Series A
      Preferred Stock and Series B Preferred Stock pro rata without regard to
      class.


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         5. Application of Conversion Ratio. For purposes all of distributions
      made pursuant to this Section 5, the Series A Preferred Stock shall be
      entitled to receive the amount payable in respect of the number of shares
      of Common Stock into which such Series A Preferred Stock would then be
      convertible, based upon the then existing Conversion Ratio (as defined in
      Section G below).

         6. Events Not Constituting Liquidation. None of the following
      transactions, if entered into by the Corporation, shall be deemed to be a
      Liquidation within the meaning of this Section F: Any consolidation,
      merger, combination or other transaction in which the shares of Common
      Stock are exchanged for or changed into other stock or securities, cash
      and/or any other property (each such transaction, a "Business
      Combination"), any reduction in the capital stock of the Corporation, and
      any transaction in which the Corporation sells assets not constituting all
      or substantially all of its assets.

         7. Notice of Liquidation. The Corporation shall mail written notice of
      any Liquidation to each record holder of Series A Preferred Stock not less
      than thirty (30) days prior to the payment date stated therein.

G. CONVERSION OF PREFERRED STOCK

          The rights and obligations of the Corporation and the holders of the
 Series A Preferred Stock to convert their shares of Series A Preferred Stock
 into shares of Common Stock and the terms and conditions of such conversion
 shall be as follows:

         1. Automatic Conversion. No later than the second business day
      Immediately following: approval by the stockholders of the Corporation of
      an amendment to its Certificate of Incorporation increasing the number of
      shares of Common Stock which the Corporation is authorized to issue to a
      number sufficient to convert all shares of Series A Preferred Stock into
      Common Stock at the Conversion Ratio (as defined below) then in effect
      (the "Amendment"); the Corporation shall file the Amendment with the
      Secretary of State of Delaware, the date of such filing shall be the
      Conversion Date. Effective as of the Conversion Date, each share of Series
      A Preferred Stock shall be automatically converted into shares of Common
      Stock at the Conversion Ratio in effect on the Conversion Date (such
      conversion, the "Automatic Conversion"). The holders of the Series A
      Preferred Stock shall not be entitled to convert shares thereof into
      Common Stock or any other security under any circumstances other than an
      Automatic Conversion, a de facto conversion in connection with a Business
      Combination (a "De Facto Conversion," as defined in each of subparagraphs
      (d) and (e) of paragraph 5 of this Section G, or an amendment to this
      Certificate of Designations so providing.

         2. Mechanics of Automatic Conversion. On the Conversion Date, all
      shares of Series A Preferred Stock then outstanding shall be automatically
      converted into the number of shares of Common Stock determined in
      accordance with the provisions of this Section G, and the Corporation
      shall cause its books and records or those of its transfer agent relating
      to the issuance and ownership of capital stock of the Corporation to show
      the each holder of record of any outstanding shares of Series A Preferred
      Stock on the Filing Date as the holder of the appropriate number of shares
      of Common Stock on the Conversion Date, whether or not any such holder of
      Series A Preferred Stock shall have first tendered to the Corporation or
      its transfer agent the certificate or certificate representing all such
      holder's shares of Series A


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      Preferred Stock. No holder of Series A Preferred Stock that becomes a
      holder of record of any shares of Common Stock on the Conversion Date
      ("Conversion Shares") shall be entitled to receive any stock certificate
      representing any Conversion Shares until such holder surrenders the stock
      certificate or certificates representing all of such holder's shares of
      Series A Preferred Stock to the Corporation at its office or the office of
      the Corporation's transfer agent. The person or persons entitled to
      receive the shares of Common Stock issuable upon effectiveness of the
      Automatic Conversion on the Conversion Date shall be treated for all
      purposes as the record holder or holders of such shares of Common Stock on
      said date.

         3. Legend on Conversion Shares; Stop Transfer orders. The Corporation
      shall: (a) place upon such each certificate issued to represent any
      Conversion Shares an appropriate legend required by either United States
      law, the regulations of the U. S. Securities and Exchange Commission,
      and/or the securities laws or regulations of any State of the United
      States or by the terms of the Agreement and Plan of Reorganization, dated
      June 29, 2001, among the Corporation, E-Street Access, Inc. ("E Street"),
      and certain shareholders of E Street, as amended or any subscription
      agreement that may be entered into between the Corporation and any other
      person to whom any shares of Series A Preferred Stock may be issued; and
      (b) direct its transfer agent to place an appropriate stop transfer order
      against the shares represented by each such certificate.

         4. Conversion Ratio. Each share of Series A Preferred Stock shall be
      convertible into five (5) shares of Common Stock, subject to adjustment
      from time to time as provided below in this Section G (as so adjusted, the
      "Conversion Ratio"):

         5. Adjustments in Conversion Ratio Based Upon Certain Events.

         (a) Subdivisions. If the Corporation at any time or from time to time
             during the period from July 16, 2001 through the Conversion Date
             (the "Adjustment Period") effects any subdivision of the
             outstanding Common Stock into a greater number of shares, without a
             corresponding subdivision of the Series A Preferred Stock, the
             Conversion Ratio, as in effect on the day immediately prior to
             effectiveness of such subdivision, shall be proportionately
             increased;

         (b) Combinations (Other than Business Combinations). If the Corporation
             at any time or from time to time prior during the Adjustment Period
             combines the outstanding Common Stock into a smaller number of
             shares without a corresponding combination of the Series A
             Preferred Stock, the Conversion Ratio, as in effect immediately
             prior to effectiveness of such combination, shall be
             proportionately reduced;

         (c) Common Stock Dividends and Distributions. If the Corporation at any
             time and from time to time during the Adjustment Period makes, or
             fixes a record date for, determination of holders of outstanding
             Common Stock entitled to receive a dividend or other distribution
             payable in additional shares of Common Stock, or in securities
             convertible into or exercisable for shares or otherwise directly or
             indirectly having rights to receive any shares of Common Stock, the
             Conversion Ratio as in effect immediately prior to (i) the making
             of such dividend or distribution or (ii) the close of business on
             any record date fixed therefor shall be increased (the "Prior
             Conversion Ratio"), so that if the Series A Preferred Stock were
             thereupon


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             converted, the holders thereof would be entitled to receive the
             number of shares of Common Stock and other securities equal to the
             Prior Conversion Ratio plus the number of shares or other
             securities subject to such dividend or distribution on the Common
             Stock, multiplied by the Prior Conversion Ratio.

         (d) Adjustment for Reclassification, Exchange and Substitution. If, at
             any time or from time to time during the Adjustment Period, the
             Common Stock is changed into the same or a different number of
             shares of any class or class of stock of the Corporation, whether
             by recapitalization, reclassification or otherwise, other than
             pursuant to any transaction or event subject to subparagraph (a),
             (b), (c), (e) or (f) of this paragraph 5, in each such event, each
             share of Series A Preferred Stock shall be converted into the
             number and kind of securities and other property that would have
             been received by the holders thereof had such holder converted such
             share of Series A Preferred Stock into Common Stock immediately
             prior to the recapitalization, reclassification or change described
             in this paragraph (d) (each such conversion, a "De Facto
             Conversion").

         (e) Business Combinations. If the Corporation enters into any Business
             Combination, then, in each such event, each share of Series A
             Preferred Stock shall, contemporaneously with the exchange or
             change of Common Stock, be exchanged or changed into the number and
             type of securities and amount of cash or other property that such
             share of Series A Preferred Stock would have been exchanged for or
             changed into had such share of Series A Preferred Stock been
             converted into Common Stock pursuant to the Conversion Ratio in
             effect immediately prior to Business Combination (any such
             conversion, a "De Facto Conversion").

         5. Notice of Adjustment. Upon each adjustment referred to in paragraph
      4 of this Section G, the Corporation shall forthwith give written notice
      thereof to the record holders of Series A Preferred Stock in the form of a
      certificate (a) executed by a duly authorized officer of the Corporation,
      (b) stating the new number of shares so receivable, and (c) setting forth
      in reasonable detail the method of calculation and the facts upon which
      such calculation is based.

         6. Reacquired Shares. Except as otherwise provided in an amendment to
      this Certificate of Designations or by law, all shares of Series A
      Preferred Stock which are converted into shares of Common Stock or other
      securities, cash and/or property pursuant to this Section G shall be
      retired at such time provided that such shares shall return to the status
      of authorized but unissued shares of Preferred Stock and be available for
      reissuance by the Board of Directors as shares of Preferred Stock of any
      class or series duly designated by the Board of Directors.

         7. Effective Time of Adjustments; Notices. Adjustments to the
      Conversion Ratio or other adjustments required by the provisions hereof
      shall be effective as of the time of occurrence of the event requiring
      such adjustment.

H. CONVERTED SHARES

         Upon any Automatic Conversion or De Facto Conversion, all shares of
Series A Preferred stock shall be retired and cancelled. Upon their
cancellation, all such shares (1) shall be authorized but unissued shares of
Preferred Stock, without designation as to series and (2)


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may be reissued as part of a new series of Preferred Stock, subject to the
conditions and restrictions set forth in the DGCL, or the Certificate of
Incorporation of the Corporation as amended, including any certificate of
designations or amendment thereto creating a series of Preferred Stock or as
otherwise required by law.

I. NOTICES

         Any notices or certificates required by the Certificate of
Incorporation of the Corporation or this Certificate of Designations to be
delivered to any holder of shares of Series A Preferred Stock shall be deemed
duly given when personally delivered to such holder or upon deposit thereof in
the United States mail, certified or registered mail, return receipt requested,
postage prepaid, and addressed to such holder at its address appearing on the
books of the Corporation.


         IN WITNESS WHEREOF, Highland Holdings International, Inc. has caused
this Certificate of Designations to be signed by its President and attested to
by its Secretary as of the 16th day of July, 2001.



                                      HIGHLAND HOLDINGS INTERNATIONAL, INC.


                                      By: /s/ John P. Demoleas
                                          ----------------------------------
                                              John P. Demoleas
                                                  President




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