EXHIBIT 3.7



                           CERTIFICATE OF DESIGNATIONS

                                       OF

                     SERIES C 8% CONVERTIBLE PREFERRED STOCK

                                       OF

                      EDUCATIONAL VIDEO CONFERENCING, INC.
                     (Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware)



     EDUCATIONAL VIDEO CONFERENCING, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
that, pursuant to authority conferred upon the Board of Directors of the
Corporation (the "Board") by Article FOURTH of the Certificate of Incorporation
of the Corporation as amended (the "Certificate of Incorporation") and Section
151 of the Delaware General Corporation Law, the Board has duly adopted the
following resolutions, which are still in full force and effect and are not in
conflict with any provisions of the Certificate of Incorporation or the
Corporation's By-Laws.

     RESOLVED, that the Board hereby fixes and determines the designation of,
the number of shares constituting, and the rights, preferences, privileges, and
restrictions relating to, a series of Preferred Stock, as follows:

     1. Definitions. Whenever used in this Certificate of Designations, the
terms defined in this Section 1 have the following respective meanings:

     "Automatic Conversion Date" means the 90th day (or the first Business Day
thereafter if not a business Day) after the effective date of the registration
statement initially registering for resale under the Securities Act the shares
of Common Stock issuable in respect of the conversion of Series C Preferred or
in payment of dividends thereon and upon exercise of the Warrants.

     "Automatic Conversion Price" means the higher of the Optional Conversion
Price, as adjusted, and 80% of the average of the closing bid prices of the
Common Stock as reported on NASDAQ for the ten consecutive trading days ending
on the Automatic Conversion Date.

     "Board" means the Board of Directors of the Corporation.

     "Business Day" means a day other than Saturday, Sunday, or any day on which
banks located in the State of New York are authorized or obligated to close.

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     "Certificate of Incorporation" means the Certificate of Incorporation of
the Corporation as amended prior to or following the filing in Delaware of this
Certificate of Designations.

     "Common Stock" means shares of common stock, par value $.0001 per share, of
the Corporation.

     "Conversion Notice" is defined in Section 6(b).

     "Corporation" means Educational Video Conferencing, Inc., a Delaware
corporation.

     "Current Market Price" means the average closing bid price as reported on
NASDAQ for the period of ten consecutive Trading Days ending on the date of
determination; provided, however, if the Common Stock is not listed or admitted
to trading on NASDAQ, as reported on the principal national security exchange or
quotation system on which the Common Stock is quoted or listed or admitted to
trading, or if not, quoted or listed or admitted to trading on any national
securities exchange or quotation system, the closing bid price of such security
on the over-the-counter market on the day in question as reported by Bloomberg
LP, or a similar generally accepted reporting service, as the case may be; or,
if not listed or admitted for trading on any national securities exchange or
quoted in the over-the-counter market, the Fair Value on such date.

     "Dividend Payment Due Date" means the first Business Day after the date all
cumulative dividends required to be paid in cash on the Series B Preferred
outstanding shall have been paid in full.

     "Dividend Period" for each share of Series C Preferred means the period
beginning from its Issue Date and ending the date it is converted into Common
Stock.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fair Value" shall mean as determined in good faith jointly by the
Corporation and the Holder; provided however, that if such parties are unable to
reach agreement within a reasonable period of time, the Fair Value shall be
determined in good faith by an independent investment banking firm selected
jointly by the Corporation and the Holder or, if that selection cannot be made
within ten days, by an independent investment banking firm selected by the
American Arbitration Association in accordance with its rules; and, provided
further, that the Corporation shall pay all of the fees and expenses of any
third parties incurred in connection with determining the Fair Value.

     "Holder" means a Person to whom or which the Series C Preferred is
originally issued, or any Person or Persons to whom the Series C Preferred is
subsequently transferred on the books of the Corporation in accordance with the
provisions hereof.

     "Issue Date" means, as to any share of Series C Preferred, the date it is
originally issued by the Corporation.

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     "Junior Securities" means all capital stock of the Corporation other than
Series B Preferred and Series C Preferred.

     "NASDAQ" means the NASDAQ SmallCap Market or the NASDAQ National Market, as
applicable.

     "Optional Conversion Date" is defined in Section 6 (c).

     "Optional Conversion Price" means (i) initially, $1.52 and (ii) $2.00, on
and after the date the Corporation publicly announces its results of operations
for its fiscal quarter ending March 31, 2002, provided the Corporation's profit
from continuing operations for such fiscal quarter is at least $.075 per share
of Common Stock outstanding, determined by using the average number of shares of
Common Stock outstanding during such quarter. References to the Optional
Conversion Price mean as adjusted pursuant to Sections 9 and 10.

     "Person" means an individual, a corporation, a partnership, an association,
a limited liability company, an unincorporated business organization, a trust or
other entity or organization, and any government or political subdivision or any
agency or instrumentality thereof.

     "Series B Preferred" means the shares of Series B 7% Convertible Preferred
Stock of the Corporation.

     "Series C Preferred" means the Series C 8% Convertible Preferred Stock
created by this Certificate of Designations.

     "Stated Value" is defined in Section 2.

     "Trading Day" means any day on which (a) purchases and sales of securities
authorized for quotation on NASDAQ are reported thereon, (b) no event which
results in a material suspension or limitation of trading on the Common Stock on
NASDAQ has occurred and (c) at least one bid for the trading of Common Stock is
reported on NASDAQ. For the purposes of this definition only, references to
NASDAQ mean the applicable over-the-counter market or national securities
exchange referred to in the definition of Current Market Price.

     "Warrants" means the Common Stock Purchase Warrants issued to the Holders
of Series C Preferred by the Corporation in connection with their purchase of
Series C Preferred shares.

     2. Designation; Amount; Stated Value. From the Corporation's 1,000,000
authorized shares of Preferred Stock, par value $.0001 per share, 20,000 shares
are hereby designated Series C 8% Convertible Preferred Stock, with the rights,
preferences, privileges and restrictions specified herein. Each share of Series
C Preferred shall have a stated value of $100 (the "Stated Value") and all
shares of Series C Preferred shall have an aggregate stated value of $2,000,000.

     3. Rank. The Series C Preferred shall rank junior as to dividends,
liquidation and voting rights, if any, to the Series B Preferred and senior as
to dividends, liquidation and voting rights, if any, to all other capital stock
of the Corporation.

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     4. Dividends.

     (a) For the Dividend Period, the Holders of the Series C Preferred shall be
entitled to receive dividends, as and when declared by the Board, out of funds
legally available therefor, at a rate per annum equal to 8% of the Stated Value.
Dividends shall be payable on the Dividend Payment Due Date and the obligation
to make such payment shall be evidenced by the Corporation's promissory note
that is substantially in the form attached as an exhibit to the Confidential
Accredited Investor Memorandum, as amended and supplemented, relating to the
Corporation's offering of the Series C Preferred.

     (b) The Corporation, at its sole option, may pay dividends wholly or partly
in cash or shares of Common Stock. The number of shares of Common Stock paid as
a dividend will be calculated by dividing the dividend amount allocated by the
Corporation for such payment by the average closing bid price of the Common
Stock as reported by NASDAQ for the ten consecutive Trading Days immediately
prior to the applicable Conversion Date. The Common Stock issuable in payment of
any dividend on the Series C Preferred shall be issued on the Dividend Payment
Date.

     5. Liquidation Preference. In the event of a (i) liquidation, dissolution
or winding-up of the Corporation, whether voluntary or involuntary, or (ii)
merger or consolidation of the Corporation with another entity (where the
Corporation is not the survivor) or (iii) sale or other disposition (which shall
not be deemed to include a mortgage, pledge or other lien or encumbrance) of all
or substantially all of the assets of the Corporation in one or more related
transactions, after payment in full of the liquidation preference of the Series
B Preferred but before any payment shall be made or any assets distributed to
the holders of any Junior Securities, the holders of the Series C Preferred
shall be entitled to receive ratably in full, out of lawfully available assets
of the Corporation, whether such assets are stated capital or surplus of any
nature, an amount in cash per outstanding share of Series C Preferred equal to
the sum of 100% of the Stated Value and all dividends (whether or not declared)
accrued and unpaid thereon, as of the date of final distribution to such Holders
or the date of consummation of the event specified in clauses (ii) and (iii) of
this Section 5. If the amount available for such payment to the holders of
Series C Preferred shall not be sufficient to pay in full the amounts payable on
the Series C Preferred, the Holders shall share in the distribution of the
amount available in proportion to the respective preferential amounts to which
each is entitled.

     6. Voting Rights. The Series C Preferred shall have no voting rights,
except as required by the Delaware General Corporation Law.

     7. Optional Conversion.

     (a) At any time prior to the Automatic Conversion Date, shares of Series C
Preferred shall be convertible, in whole or in part, at the option of the
Holder, into the number of fully paid and non-assessable shares of the Common
Stock as equals the quotient of the aggregate Stated Value of Series C Preferred
duly surrendered for conversion divided by the Optional Conversion Price.

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     (b) In order to exercise the optional conversion rights set forth herein, a
Holder of Series C Preferred shall surrender the certificate(s) representing
such shares, duly endorsed to the Corporation or in blank, at the principal
office of the Corporation or the Corporation's transfer agent for its Common
Stock, or at such other office as the Corporation may designate, and shall give
written notice to the Corporation, that states such Holder elects to convert the
Series C Preferred or a specified portion thereof, and sets forth the name or
names in which the certificate(s) for shares of Common Stock are to be issued
(the "Conversion Notice"); provided, however, that nothing in this Certificate
of Designations shall be deemed to permit any Holder of Series C Preferred to
designate another person to be the holder of Common Stock issuable upon
conversion of the Series C Preferred if the issuance to such other person would
violate federal or state securities laws. Within ten Business Days after receipt
of the Conversion Notice, surrender of the certificate(s) (or if such
certificate(s) cannot be found, an affidavit of loss and indemnity in customary
form) representing the Series C Preferred and payment by the Holder of any
applicable transfer or similar taxes, the Corporation shall issue and deliver
(i) a certificate or certificates for the number of full shares of Common Stock
issuable upon conversion, in the name or names and to the address or addresses
specified in the Conversion Notice, subject to any such restrictions on
transferability and (ii) a check or checks in payment for any fractional shares
pursuant to Section 12 and the Corporation's promissory note referred to in
Section 4 (a) for any accrued dividends as of the Optional Conversion Date. The
Corporation shall cancel the certificate(s) for Series C Preferred upon the
surrender thereof and shall execute and deliver a new certificate for Series C
Preferred representing the balance, if any, of the number of shares evidenced by
such certificate(s) not so converted. Each Conversion Notice shall constitute a
contract between the holder of shares of Series C Preferred and the Corporation
whereby the holder of such shares shall be deemed to subscribe for the amount of
Common Stock which such holder shall be entitled to receive upon such conversion
and whereby the Corporation shall be deemed to agree that the surrender of the
certificate(s) therefor and the payment of any applicable transfer or similar
taxes shall constitute full payment of such subscription for Common Stock to be
issued upon such conversion.

     (c) An optional conversion of the Series C Preferred shall be deemed to
have been effected at the close of business on the date on which the Conversion
Notice shall have been received by the Corporation, the certificate or
certificates for Series C Preferred shall have been surrendered as provided
above and the Corporation shall have received payment of any applicable transfer
taxes (the "Optional Conversion Date"). On the Optional Conversion Date, the
Holder thereof shall cease to be a stockholder with respect to the Series C
Preferred then being converted and all rights whatsoever with respect to such
shares shall terminate (except the rights of the holder to receive shares of
Common Stock and cash in respect of fractional shares and to receive accrued
dividends, and the Person(s) in whose name any certificate(s) for Common Stock
are issuable upon such conversion shall be deemed to have become the holder of
record of the shares represented thereby for all purposes.

     8. Automatic Conversion.

     (a) On the Automatic conversion Date, each share of Series C Preferred
outstanding shall be automatically converted into the number of fully paid and
non-assessable shares of Common Stock as equals the quotient of the aggregate
State Value of such share divided by the Automatic Conversion Price.

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     (b) At the opening of business on the Automatic Conversion Date, each
Holder of Series C Preferred shall cease to be a stockholder with respect
thereto and all rights whatsoever with respect to such shares shall terminate
(except the rights of the Holder to receive shares of Common Stock and cash in
respect of fractional shares and to receive accrued dividends) and the Person(s)
in whose name any certificate(s) for Common Stock are issuable upon such
conversion shall be deemed to have become the holder of record of the shares
represented thereby for all purposes. Within five Business Days after receipt by
the Corporation of a Holder's certificate(s) (or if such certificate(s) cannot
be found, an affidavit of loss and indemnity in customary form) representing the
Series C Preferred converted pursuant to this Section 8 and payment by the
Holder of any applicable transfer or similar taxes, the Corporation shall issue
and deliver (i) a certificate or certificates for the number of full shares of
Common Stock issuable upon conversion, in the name or names and to the address
or addresses specified by the Holder, subject to compliance with applicable
federal and state securities laws, and (ii) a check in payment for any
fractional shares pursuant to Section 12, and any accrued and unpaid dividends.

     9. Adjustment of Optional Conversion Price.

     (a) In the event the Corporation (i) declares any dividend on the Common
Stock in shares of its capital stock, (ii) subdivides the outstanding shares of
the Common Stock into a larger number of shares, (iii) combines the outstanding
shares of the Common Stock into a smaller number of shares, (iv) issues by
reclassification of the Common Stock any shares of its capital stock (including
any reclassification in connection with a consolidation or merger in which the
Corporation is the continuing corporation), then the Optional Conversion Price
in effect on the record date for such dividend or on the effective date of such
subdivision, combination or reclassification shall be proportionately adjusted
so that the record holder of any shares of Series C Preferred converted after
such date shall be entitled to receive the kind and amount of shares which such
holder would have owned or have been entitled to receive had such shares of
Series C Preferred been converted immediately prior to such date. Such
adjustment shall be made successively whenever any event listed above shall
occur. If, as a result of an adjustment made hereunder, the holder of any shares
of Series C Preferred shall become entitled to receive shares of two or more
classes of capital stock or shares of Common Stock and other capital stock of
the Corporation, the Board shall determine the allocation of the adjusted
Optional Conversion Price between shares of such classes of capital stock or
shares of Common Stock and other capital stock.

     (b) After each adjustment of the Optional Conversion Price pursuant to this
Section 9, the Corporation shall promptly prepare a certificate signed by the
Chief Financial Offer of the Corporation setting forth the Optional Conversion
Price as so adjusted, and a brief statement of the facts accounting for such
adjustment. The Corporation shall promptly cause a brief summary thereof to be
sent by ordinary first class mail to each record holder of Series C Preferred at
such holder's last address as it shall appear on the registry books of the
Corporation or its transfer agent. No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity thereof except as to
the holder to whom the Corporation failed to mail such notice, or except as to
the holder whose notice was defective. The affidavit of the Chief Financial
Officer of the Corporation that such notice has been mailed shall, in the
absence of fraud, be prima facie evidence of the facts and stated therein.

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     (c) Any determination as to whether an adjustment in the Optional
Conversion Price in effect is required pursuant to this Section 9, or as to the
amount of any such adjustment, if required, shall be binding upon the holders of
the Series C Preferred and the Corporation if made in good faith by the Board.

     10. Mergers, Consolidations, etc. In case of any consolidation or merger of
the Corporation in which the Corporation is not the continuing corporation or in
case of any sale or conveyance to another entity or person of all or
substantially all the assets of the Corporation, then as a condition of such
consolidation, merger, sale or conveyance, the Corporation or its successor or
the purchaser, as the case may be, shall make lawful and adequate provision
whereby each holder of Series C Preferred then outstanding shall have the right
thereafter to receive on conversion of the Series C Preferred the kind and
amount of stock and other securities and property that would have been
receivable by a holder of Series C Preferred if it had been converted
immediately prior to such consolidation, merger, sale or conveyance, and shall
execute an instrument so providing. Such instrument shall include provisions for
adjustment which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 10.

     11. Reservation of Shares; Payment of Taxes.

     (a) The Corporation covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue
upon conversion of the Series C Preferred, 100% of such number of shares of
Common Stock as shall then be issuable upon the conversion of all outstanding
Series C Preferred. The Corporation covenants that all shares of Common Stock
which shall be issuable upon conversion of the Series C Preferred shall, at the
time of delivery, be duly and validly issued, fully paid, non-assessable and
free from all taxes, liens and charges with respect to the issue thereof.

     (b) The Corporation shall pay all documentary, stamp or similar taxes and
other governmental charges that may be imposed with respect to the original
issuance (but not the subsequent transfer) of the Series C Preferred, or the
issuance or delivery of any shares of Common Stock upon conversion of the Series
C Preferred; provided, however, if shares of Common Stock are to be delivered in
a name other than the name of the Holder of the certificate representing any
Series C Preferred being converted, then no such delivery shall be made unless
the person requesting the same has paid to the Corporation the amount of
transfer taxes or charges incident thereto, if any.

     12. No Fractional Shares. The Corporation shall not be required to issue
fractional shares of Common Stock upon any conversion of Series C Preferred but
shall pay in lieu thereof an amount in cash equal to the same fraction of the
Current Market Price on the Optional Conversion Date or Automatic Conversion
Date, as the case may be.

     13. Notices. Except as otherwise provided herein, all notices, requests,
consents and other communications hereunder shall be in writing and shall be
deemed given when delivered in person (including by Federal Express or similar
service), receipt confirmed, or sent by telecopier, receipt confirmed, addressed
as follows:

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     (a) if to the Corporation, at the address or telecopier number of its
principal executive offices;

     (b) if to the Holder of Series C Preferred, to it at such address or
telecopier number as shall have been furnished to the Corporation in writing by
such Holder;

     (c) or, in any case, at such other address or telecopier number as shall
have been furnished in writing to the Corporation (in the case of a holder of
Series C Preferred) or to the Holders of Series C Preferred (in the case of the
Corporation) in accordance with the provisions of this Section.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by its duly authorized officer on November 28, 2001.



                                   EDUCATIONAL VIDEO CONFERENCING, INC.



                                   By:  /s/ Dr. Arol I. Buntzman
                                        ______________________________
                                        Dr. Arol I. Buntzman
                                        Chairman and Chief Executive Officer



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