Exhibit 3.6

                             CASH TECHNOLOGIES, INC.

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                         RIGHTS AND NUMBER OF SHARES OF
                      SERIES H CONVERTIBLE PREFERRED STOCK

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law

      The   undersigned   President  and   Secretary,   respectively,   of  CASH
TECHNOLOGIES,  INC., a Delaware  corporation (the  "Corporation"),  certify that
pursuant to  authority  granted to and vested in the Board of  Directors  of the
Corporation  by  the  provisions  of the  Certificate  of  Incorporation  and in
accordance with the provisions of Section 151 of the General  Corporation Law of
the  State of  Delaware,  the Board of  Directors  of the  Corporation  has duly
adopted as of April 18, 2005,  the following  resolutions  creating the Series H
Convertible Preferred Stock:

      RESOLVED,  that pursuant to the authority vested in the Board of Directors
of the Corporation by the Corporation's  Certificate of Incorporation,  a series
of preferred  stock of the  Corporation be, and it hereby is, created out of the
60,129  shares of  remaining  authorized  but unissued  shares of the  preferred
stock,  par  value  $.01  per  share,  of the  Corporation,  such  series  to be
designated  Series H  Convertible  Preferred  Stock  (the  "Series  H  Preferred
Stock"),  to consist  of 100  shares,  par value  $.01 per  share,  of which the
preferences and relative and other rights, and the  qualifications,  limitations
or  restrictions  thereof,  shall  be (in  addition  to those  set  forth in the
Corporation's Certificate of Incorporation) as follows:

Certain Definitions

      Unless the context otherwise requires, the terms defined in this paragraph
1 shall  have,  for  all  purposes  of  this  resolution,  the  meanings  herein
specified.

      Common  Stock.  The term  "Common  Stock"  shall mean the shares of common
stock, par value $.01 per share of the Corporation.

      Conversion  Date.  The term  "Conversion  Date" shall have the meaning set
forth in subparagraph 4(b) below.

      Conversion Price. The term "Conversion Price" shall mean the price used to
determine the number of shares of Common Stock into which each share of Series H
Preferred Stock can be converted,  which  Conversion Price shall be equal to the
Market Price determined as of the Conversion Date;  provided,  however,  that in
the event the Market Price exceeds $3.00,  the Conversion  Price shall be $3.00,
and in the event the Market Price is less than $1.00, the Conversion Price shall
be $1.00.

      Conversion Rate. The "Conversion Rate" shall be determined by dividing (i)
the Stated  Value of the shares of Series H Preferred  Stock being  converted by
(ii) the Conversion Price as in effect on the Conversion Date.

      Conversion  Shares.  The shares of Common  Stock issued or issuable to the
holders of the Series H Preferred  Stock upon  conversion  thereof in accordance
with the terms hereof.


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<PAGE>

      Issue Date. The term "Issue Date" shall mean April 19, 2005.

      Junior  Stock.  The term "Junior  Stock" shall mean any class or series of
capital stock of the Corporation  ranking junior to the Series H Preferred Stock
in respect of the right to receive assets upon the  liquidation,  dissolution or
winding up of the affairs of the Corporation.  All shares of Common Stock of any
class or series shall be Junior Stock.

      Market Price.  The term "Market  Price" on any  Conversion  Date means the
average of the closing bid prices for the Corporation's  Common Stock for the 20
trading days prior to such  Conversion  Date,  as quoted on the  American  Stock
Exchange  (or (i) in the  event  that  the  Common  Stock is not  traded  on the
American Stock Exchange, the primary stock exchange on which the Common Stock is
then  listed or (ii) or in the event that the Common  Stock is not traded on the
American Stock Exchange or another stock exchange,  then the Nasdaq Stock Market
or (iii) or in the event  that the Common  Stock is not  traded on the  American
Stock  Exchange  or  another  exchange  or the  Nasdaq  Stock  Market,  then  in
accordance  with quotes which may be  published  for the Common Stock on the OTC
Bulletin  Board or the Pink Sheets trading  system).  If the Common Stock is not
quoted by any such  organization  and no such closing bid prices are  available,
the Market Price shall be $1.00 per share.

      Senior  Stock.  The term "Senior  Stock" shall mean any class or series of
stock of the  Corporation  issued  after the Issue  Date  ranking  senior to the
Series H Preferred Stock in respect of the right to receive dividends and/or the
right to receive assets upon the  liquidation,  dissolution or winding up of the
affairs of the Corporation. In addition, Senior Stock shall mean and include all
shares of the Corporation's Series A 8% Cumulative  Convertible Preferred Stock,
the  Corporation's  Series B 8%  Cumulative  Convertible  Preferred  Stock,  the
Corporation's Series C 8% Convertible  Preferred Stock, the Corporation's Series
E 10% Cumulative  Convertible  Preferred Stock, and the  Corporation's  Series G
Convertible Preferred Stock.

      Stated  Value.  For the purposes of  calculating  (i) amounts  payable per
share of Series H Preferred Stock upon liquidation, dissolution or winding up of
the  affairs of the  Corporation  and (ii) the  Conversion  Rate,  each share of
Series H Preferred Stock shall have a Stated Value of $10,000.

Dividends

      The  holders of the  shares of Series H  Preferred  Stock  shall be not be
entitled  receive  dividends,  and the  Corporation  shall not be  permitted  to
declare or pay any dividends with respect to the Series H Preferred Stock.

Distributions Upon Liquidation, Dissolution or Winding Up

      In the event of any voluntary or involuntary  liquidation,  dissolution or
winding up of the affairs of the Corporation,  subject to the prior  preferences
and other rights of any Senior  Stock,  but before any  distribution  or payment
shall be made to the  holders  of Junior  Stock,  the  holders  of the  Series H
Preferred Stock shall be entitled to be paid the Stated Value per share,  and no
more,  in cash.  If such payment  shall have been made in full to the holders of
the Series H Preferred Stock, and if payment shall have been made in full to the
holders  of any Senior  Stock of all  amounts  to which  such  holders  shall be
entitled, the remaining assets and funds of the Corporation shall be distributed
among the holders of Junior  Stock,  according  to their  respective  shares and
priorities.  If, upon any such  liquidation,  dissolution or other winding up of
the affairs of the Corporation,  the net assets of the Corporation distributable
among the  holders of all  outstanding  shares of the Series H  Preferred  Stock
shall be  insufficient  to permit  the  payment  in full to such  holders of the
preferential  amounts to which they are entitled,  then the entire net assets of
the Corporation remaining after the distributions to holders of any Senior Stock
of the full amounts to which they may be entitled shall be distributed among the
holders of the  Series H  Preferred  Stock  ratably  in  proportion  to the full
amounts to which they would  otherwise  be  respectively  entitled.  Neither the
consolidation or merger of the Corporation  into or with another  corporation or
corporations, entity or other entities, nor the sale of all or substantially all
of the assets of the Corporation  shall be deemed a liquidation,  dissolution or
winding  up of the  affairs  of the  Corporation  within  the  meaning  of  this
paragraph 3. Notwithstanding  anything herein to the contrary,  while any shares
of Series H Preferred Stock are outstanding, the Corporation shall not establish
any additional  series of Senior Stock  (exclusive of the Series A 8% Cumulative
Convertible  Preferred Stock, the Series B 8% Cumulative  Convertible  Preferred
Stock, the Series C 8% Convertible  Preferred Stock, the Series E 10% Cumulative
Convertible  Preferred Stock and the Series G Convertible  Preferred Stock which
has been authorized as of the date of this Certificate of  Designation),  or any
series that is pari passu with the shares of the Series H  Preferred  Stock upon
liquidation,  dissolution  or  winding  up of the  affairs  of the  Corporation,
without  the  prior  affirmative  vote  of a  majority  of  the  shares  of  the
outstanding Series H Preferred Stock.


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<PAGE>

Conversion Rights

            At any time  after the second  anniversary  of the Issue  Date,  the
Series H Preferred  Stock shall be convertible  into shares of Common Stock that
have been fully  registered  with the  Securities  and Exchange  Commission  for
public re-sale and are freely transferable.  Subject to and upon compliance with
the  provisions of this paragraph 4, at any time and from time to time following
the second  anniversary of the Issue Date, the holders of the Series H Preferred
Stock shall have the right to convert  their shares of Series H Preferred  Stock
into fully paid and nonassessable shares of Common Stock, at the Conversion Rate
then in effect and upon the terms hereinafter set forth.

            Mechanics  of  Conversion.  The  holder  of any  shares  of Series H
Preferred Stock may exercise the conversion right specified in subparagraph 4(a)
by  surrendering to the Corporation or any transfer agent of the Corporation the
certificate  or  certificates  for the shares to be  converted,  accompanied  by
Conversion Notice specifying the number of shares to be converted; provided that
the Corporation shall not be obligated to issue to any such holder  certificates
evidencing  the shares of Common  Stock  issuable  upon such  conversion  unless
certificates  evidencing  the  shares of  Series H  Preferred  Stock are  either
delivered  to  the  Corporation  or  any  transfer  agent  of  the  Corporation.
Conversion  of the shares may be  exercised in whole or in part by the holder by
delivering  to the  Corporation  both (i) an executed  and  completed  notice of
conversion  and  (ii)  the  certificate  representing  the  shares  of  Series H
Preferred  Stock  being  converted.  Conversion  shall be  deemed  to have  been
effected on the date when delivery of the Conversion Notice and certificates for
shares  to be  converted  are  delivered  to the  Corporation  and such  date is
referred  to herein as the  "Conversion  Date".  Subject  to the  provisions  of
subparagraph  4(d)(iv), as promptly as practicable  thereafter,  the Corporation
shall  issue  and  deliver  to or  upon  the  written  order  of such  holder  a
certificate  or  certificates  for the number of full shares of Common  Stock to
which such holder is entitled and a check or cash with respect to any fractional
interest in a share of Common Stock as provided in subparagraph 4(c). Subject to
the  provisions  of  subparagraph   4(d)(iv),  the  person  in  whose  name  the
certificate or certificates for Common Stock are to be issued shall be deemed to
have become a holder of record of such Common Stock on the applicable Conversion
Date.  Upon  conversion  of only a portion of the number of shares  covered by a
certificate  representing  shares of Series H Preferred  Stock  surrendered  for
conversion, the Corporation shall issue and deliver to or upon the written order
of the holder of the certificate so surrendered  for conversion,  at the expense
of the Corporation,  a new certificate covering the number of shares of Series H
Preferred  Stock  representing  the  unconverted  portion of the  certificate so
surrendered.

            Fractional  Shares.  No  fractional  shares of Common Stock or scrip
shall be issued upon  conversion of shares of Series H Preferred  Stock. If more
than one share of Series H Preferred  Stock shall be surrendered  for conversion
at any one time by the same  holder,  the number of full shares of Common  Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
number of shares of Series H  Preferred  Stock so  surrendered.  Instead  of any
fractional  shares of Common  Stock  which  would  otherwise  be  issuable  upon
conversion of any shares of Series H Preferred Stock, the Corporation  shall pay
a cash adjustment in respect of such  fractional  interest in an amount equal to
that fractional interest multiplied by the Conversion Price.


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<PAGE>

            Conversion Rate Adjustments. The Conversion Rate shall be subject to
adjustment from time to time as follows:

Stock  Dividends,  Subdivisions,   Reclassifications  or  Combinations.  If  the
Corporation  shall (A) declare a dividend or make a  distribution  on its Common
Stock in  shares  of its  Common  Stock or any  other  class or  series of stock
convertible into or redeemable for Common Stock, (B) subdivide or reclassify the
outstanding  shares of Common Stock into a greater number of shares, (C) combine
or reclassify the outstanding  Common Stock into a smaller number of shares,  or
(D)  undertake  a  recapitalization  of  the  Common  Stock  (other  than  in  a
transaction  listed in clause (B) or (C) hereof),  the Conversion Rate in effect
at the  time of the  record  date  for  such  dividend  or  distribution  or the
effective   date  of  such   subdivision,   combination,   reclassification   or
recapitalization  shall be  proportionately  adjusted  so that the holder of any
shares of Series H Preferred Stock  surrendered  for conversion  after such date
shall be entitled to receive the number of shares of Common Stock which it would
have owned or been  entitled to receive  had such Series H Preferred  Stock been
converted  immediately  prior  to  such  date.  Successive  adjustments  in  the
Conversion Rate shall be made whenever any event specified above shall occur.

Other  Distributions.  In case the  Corporation  shall fix a record date for the
making of a  distribution  to all  holders of shares of its Common  Stock (A) of
shares  of any  class  other  than  its  Common  Stock  or (B)  of  evidence  of
indebtedness  of the  Corporation or any subsidiary of the Corporation or (C) of
assets   (excluding   cash   dividends  or   distributions,   and  dividends  or
distributions  referred to in subparagraph  4(d)(i) above),  or (D) of rights or
warrants  (excluding  those referred to in  subparagraph  4(d)(i)  above),  each
holder of a share of Series H Preferred  Stock shall,  upon a  conversion  after
such record date, receive, in addition to the shares of Common Stock to which it
is  entitled,  the amount of such  shares,  indebtedness  or assets  (or, at the
option of the Corporation,  a cash sum equal to the value thereof at the time of
distribution  as  determined by the Board of Directors in good faith) that would
have been  distributed  to such holder if it had  exercised his right to convert
immediately prior to the record date for such determination.

Consolidation,  Merger, Sale, Lease or Conveyance.  In case of any consolidation
with or merger of the  Corporation  with or into  another  corporation  or other
entity,  or in case of any sale,  lease or conveyance to another  corporation or
other entity of the assets of the Corporation as an entirety or substantially as
an entirety, each share of Series H Preferred Stock shall after the date of such
consolidation,  merger, sale, lease or conveyance be convertible into the number
of shares of stock or other securities or property (including cash) to which the
Common Stock issuable (at the time of such consolidation, merger, sale, lease or
conveyance) upon conversion of such share of Series H Preferred Stock would have
been entitled upon such consolidation, merger, sale, lease or conveyance; and in
any such case, if necessary, the provisions set forth herein with respect to the
rights  and  interests  thereafter  of the  holders  of the  shares  of Series H
Preferred  Stock  shall be  appropriately  adjusted so as to be  applicable,  as
nearly as may  reasonably  be, to any  shares  of stock or other  securities  or
property  thereafter  deliverable  on the  conversion  of the shares of Series H
Preferred Stock.


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<PAGE>

Timing of Issuance of Additional Common Stock Upon Certain  Adjustments.  In any
case in which the  provisions  of this  subparagraph  (d) shall require that any
adjustment shall become effective  immediately after a record date for an event,
the  Corporation may defer until the occurrence of such event (A) issuing to the
holder of any share of Series H Preferred Stock converted after such record date
and before the  occurrence of such event the  additional  shares of Common Stock
issuable upon such conversion by reason of the adjustment required by such event
over and above the shares of Common Stock issuable upon such  conversion  before
giving  effect to such  adjustment  and (B) paying to such  holder any amount of
cash in lieu of a fractional  share of Common Stock pursuant to subparagraph (c)
of this paragraph 4, provided that the Corporation upon request shall deliver to
such holder a due bill or other appropriate  instrument evidencing such holder's
right to receive such additional  shares,  and such cash, upon the occurrence of
the event requiring such adjustment.

            Statement Regarding Adjustments.  Whenever the Conversion Rate shall
be adjusted as provided in subparagraph  4(d), the  Corporation  shall forthwith
file, at the office of any transfer  agent for the Series H Preferred  Stock and
at the principal  office of the Corporation,  a statement  showing in detail the
facts  requiring such adjustment and the Conversion Rate that shall be in effect
after  such  adjustment,  and the  Corporation  shall  also cause a copy of such
statement to be sent by registered or certified mail, return receipt  requested,
postage  prepaid,  to each holder of shares of Series H  Preferred  Stock at its
address  appearing on the  Corporation's  records.  Each such statement shall be
signed by the Corporation's independent public accountants, if applicable. Where
appropriate,  such copy may be given in advance and may be included as part of a
notice required to be mailed under the provisions of subparagraph 4(f).

            Notice to Holders.  In the event the  Corporation  shall  propose to
take any action of the type  described in  subparagraph  4(d),  the  Corporation
shall give notice to each holder of shares of Series H Preferred  Stock,  in the
manner set forth in this  subparagraph  4(f),  which  notice  shall  specify the
record date, if any, with respect to any such action and the approximate date on
which such action is to take place.  Such notice shall also set forth such facts
with respect thereto as shall be reasonably  necessary to indicate the effect of
such action (to the extent such effect may be known at the date of such  notice)
on the  Conversion  Price  and the  number,  kind or  class of  shares  or other
securities or property which shall be deliverable  upon  conversion of shares of
Series H Preferred  Stock.  In the case of any action  which  would  require the
fixing of a record  date,  such notice  shall be given at least 10 days prior to
the date so fixed,  and in case of all other action,  such notice shall be given
at least 10 days prior to the taking of such  proposed  action.  Failure to give
such notice, or any defect therein,  shall not, however,  affect the legality or
validity of any such action.

            Costs. The Corporation shall pay all documentary, stamp, transfer or
other  transactional taxes attributable to the issuance or delivery of shares of
Common Stock upon conversion of any shares of Series H Preferred Stock; provided
that the Corporation shall not be required to pay any taxes which may be payable
in  respect  of  any  transfer  involved  in the  issuance  or  delivery  of any
certificate  for such  shares in a name  other  than  that of the  holder of the
shares of Series H  Preferred  Stock in respect  of which such  shares are being
issued.

            Reservation of Shares. The Corporation shall reserve at all times so
long as any shares of Series H Preferred  Stock  remain  outstanding,  free from
preemptive  rights,  out of its treasury stock (if applicable) or its authorized
but  unissued  shares  of Common  Stock,  or both,  solely  for the  purpose  of
effecting the conversion of the shares of Series H Preferred  Stock,  sufficient
shares of Common Stock to provide for the conversion of all  outstanding  shares
of Series H Preferred Stock.

            Valid Issuance.  All shares of Common Stock which may be issued upon
conversion  of the shares of Series H Preferred  Stock will upon issuance by the
Corporation be duly and validly issued,  fully paid and  nonassessable  and free
from all taxes,  liens and charges with respect to the issuance  thereof,  fully
registered  with the Securities  and Exchange  Commission for public re-sale and
freely transferable, and the Corporation shall take no action which will cause a
contrary result (including, without limitation, any action which would cause the
Conversion Price to be less than the par value, if any, of the Common Stock).


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            No  Impairment.  The  Corporation  will  not,  by  amendment  of its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
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 4 and in taking of all such action as may be
necessary  or  appropriate  in order to  protect  the  Conversion  Rights of the
holders of the Series H Preferred Stock against impairment.

Voting Rights

      The  holders  of record of shares  of Series H  Preferred  Stock  shall be
entitled to the following voting rights:

            The  holders of Series H  Preferred  Stock shall be entitled to vote
upon all matters presented to the  stockholders,  together with the Common Stock
as one class.  Each share of Series H Preferred  Stock shall  entitle the holder
thereof to that  number of votes  equal to the number of shares of Common  Stock
into  which  each  such  share of  Series H  Preferred  Stock  would  have  been
convertible,  if (i) such  conversion had taken place on the record date set for
determining  stockholders  entitled  to vote  at a  meeting  or the  date of the
consent of  stockholders if action is being taken by written  consent,  and (ii)
the Conversion Price on such date was $1.00.

            So  long  as any  shares  of  Series  H  Preferred  Stock  shall  be
outstanding  and unless the consent or  approval  of a greater  number of shares
shall then be required under the Delaware General Corporation Law, without first
obtaining the approval of at least a majority of the then outstanding  shares of
Series H Preferred Stock,  given in person or by proxy either by written consent
or at a meeting at which the  holders of such  shares  shall be entitled to vote
separately as a class, the Corporation shall not (A) amend,  alter or repeal any
provisions of the Series H Preferred  Stock,  Certificate  of  Incorporation  or
Bylaws so as to  materially  adversely  affect any of the  preferences,  rights,
powers or privileges of the Series H Preferred Stock or the holders thereof, (B)
create,  authorize  or issue any other class or series of  preferred  stock on a
parity  with,  or having  greater  or  preferential  rights  than,  the Series H
Preferred  Stock with respect to  liquidation,  or (C)  directly or  indirectly,
redeem,  repurchase or otherwise  acquire for value, or set aside for payment or
make  available for a sinking fund for the purchase or redemption  of, any stock
ranking junior to or on a parity with the Series H Preferred Stock.

      As otherwise provided by the Delaware General Corporation Law.

Exclusion of Other Rights

      Except  as may  otherwise  be  required  by law,  the  shares  of Series H
Preferred  Stock  shall not have any  preferences  or  relative,  participating,
optional or other special  rights,  other than those  specifically  set forth in
this resolution and in the Corporation's Certificate of Incorporation.

Headings of Subdivisions

      The headings of the various  subdivisions  hereof are for  convenience  of
reference only and shall not affect the  interpretation of any of the provisions
hereof.

Severability of Provisions

      If any right, preference or limitation of the Series H Preferred Stock set
forth in this resolution is invalid,  unlawful or incapable of being enforced by
reason of any rule of law or public policy,  all other rights,  preferences  and
limitations  set forth in this  resolution  (as so  amended)  which can be given
effect  without the invalid,  unlawful or  unenforceable  right,  preference  or
limitation shall,  nevertheless,  remain in full force and effect, and no right,
preference or  limitation  herein set forth shall be deemed  dependent  upon any
other such right, preference or limitation unless so expressed herein.


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Status of Reacquired Shares

      Shares of Series H Preferred  Stock which have been issued and  reacquired
in any manner or converted shall (upon compliance with any applicable provisions
of the laws of the State of  Delaware)  not be  reissued  as Series H  Preferred
Stock,  but shall have the status of authorized and unissued shares of Preferred
Stock issuable in series  undesignated as to series and may be redesignated  and
reissued.

      IN WITNESS  WHEREOF,  this Certificate has been made under the seal of the
Corporation and the hands of the undersigned as of April ____, 2005.


                                            /s/
                                            ------------------------------------
                                            Name:  Bruce Korman
                                            Title: President

Attest:

/s/
------------------------------------
Edmund King, Secretary


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