Exhibit 3.8

                             CASH TECHNOLOGIES, INC.

                  CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                         RIGHTS AND NUMBER OF SHARES OF
                      SERIES J 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,  its Board of Directors  has duly adopted the  following
resolutions creating the Series J Convertible Preferred Stock:

      RESOLVED,  that pursuant to the authority vested in the Board of Directors
of the corporation of the Corporation's  Certificate of Incorporation,  a series
of preferred  stock of the  corporation be, and it hereby is, created out of the
authorized but unissued shares of the preferred stock, par value $.01 per share,
of the Corporation,  such series to be designated Series J Convertible Preferred
Stock (the "Series J Preferred Stock"),  to consist of 50 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.

      Automatic  Conversion  Event. The term "Automatic  Conversion Event" shall
mean any  reorganization,  merger,  consolidation  or share  exchange which will
result in the Corporation's  stockholders  immediately prior to such transaction
not  holding  (by  virtue  of their  holdings  of the  Corporation's  shares  or
securities  issued solely with respect thereto) at least 50% of the voting power
of the surviving or continuing entity.

      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(d) 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 J
Preferred Stock can be converted;  provided, however, that in no event shall the
Conversion Price be less than $1.00 or more than $3.00.


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<PAGE>

      Conversion Rate. The "Conversion Rate" shall be determined by dividing (i)
the Stated Value by (ii) the Conversion  Price of as in effect on the Conversion
Date.

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

      Issue Date. The term "Issue Date" shall mean April 18, 2005.

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

      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 J 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,  the  Corporation's  Series  G
Convertible  Preferred Stock, the Corporation's  Series H Convertible  Preferred
Stock, and the Corporation's Series I Convertible Preferred Stock.

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

                                    Dividends

      The  holders of the  shares of Series J  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 J 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 J
Preferred Stock shall be entitled to be paid the Stated Value per share,  and no
more,  in cash and/or in property  taken at its fair value as  determined by the
Board of Directors,  at the election of the Board of Directors.  If such payment
shall have been made in full to the holders of the Series J 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 J  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 J
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  1iquidation,  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 J
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, the Corporation's  Series G Convertible  Preferred
Stock,  the  Corporation's  Series  H  Convertible   Preferred  Stock,  and  the
Corporation's Series I Convertible Preferred Stock which have been authorized as
of the date of this  Certificate  of  Designation),  or any series  that is pari
passu  with  the  shares  of the  Series J  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  J
Preferred Stock.


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<PAGE>

                                Conversion Rights

      The Series J Preferred  Stock shall be  convertible  into Common  Stock as
follows:

Optional Conversion.  Subject to and upon compliance with the provisions of this
paragraph 4, at any time  following the Issue Date,  the holders of the Series J
Preferred  Stock  shall  have the  right to  convert  their  shares  of Series J
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;
provided,  however,  the  holder's  right to  convert  the  shares  of  Series J
Preferred Stock shall terminate at 5:00 p.m.  (Pacific Standard Time) on the (i)
Redemption  Date (as defined in Section 6 below) and (ii) the third business day
prior to the closing of an Automatic Conversion Event.  Notwithstanding anything
to the contrary  herein,  the holders of the Series J Preferred  Stock shall not
have the right to convert the Series J  Preferred  Stock into more than 19.9% of
the issued and outstanding  shares of the  Corporation's  Common Stock as of the
Issue Date until such time as the  Corporation  has received  approval  from its
stockholders,  if required,  in accordance  with the rules of the American Stock
Exchange.

Mandatory  Conversion.  In the event that the closing  sales price of the Common
Stock on any trading day after the Issue Date and before April 19, 2008 is equal
to or greater than $30.00 per share (as adjusted to equitably  reflect any stock
splits,  stock dividends,  or any combinations or reclassification of the Common
Stock),  then the Corporation shall have the right,  exercisable  within 30 days
after each and every date on which the closing  sales price of the Common  Stock
equals or is greater  than  $30.00 per share to convert  all,  but not less than
all, of the then outstanding  shares of Series J Preferred Stock into fully paid
and nonassessable shares of Common Stock. Any such mandatory conversion shall be
at a Conversion  Price of $3.00. In the event that the  Corporation  mandatorily
converts the Series J Preferred Stock pursuant to this Section 4(a)(ii), then it
shall promptly  provide all holders of the Series J Preferred Stock with written
notice of such action.  Such written notice shall identify the date on which the
closing  stock  price  equaled or  exceeded  $30.00 per share and shall  contain
instructions  as to how the holders of the Series J Preferred Stock can exchange
the  certificates  representing  their  shares of Series J  Preferred  Stock for
shares of Common Stock.  Notwithstanding  that the  certificates  evidencing any
shares of Series J Preferred  Stock so  converted by the  Corporation  shall not
have  been  surrendered,  all  rights  pertaining  to such  shares  of  Series J
Preferred Stock shall terminate effective as of the date the Corporation elected
to mandatorily  convert the Series J Preferred  Stock,  except only the right of
the holders to receive the shares of Common Stock upon surrender of their Series
J Preferred Stock certificates therefor.

      (iii)  Automatic  Conversion.  Immediately  prior  to  the  closing  of an
Automatic  Conversion  Event, each outstanding share of Series J Preferred shall
automatically  be  converted  into shares of Common  Stock based on a Conversion
Price in effect on the last  business day prior to the closing of the  Automatic
Conversion  Event  (which  date  shall for the  purposes  hereof,  be deemed the
"Conversion  Date").  The  shares  of Common  Stock  issued  upon the  Automatic
Conversion  Event shall be deemed to be outstanding at the time of the Automatic
Conversion  Event,  and the holders of the shares of Common Stock issued in such
automatic  conversion  shall be  treated  as  holders  of  Common  Stock for all
purposes in the Automatic Conversion Event.


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<PAGE>

      Mechanics  of  Conversion.  The holder of any shares of Series J 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 J  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
faxing an executed and completed  notice of conversion  to the  Corporation  and
delivering the original  notice of conversion and the  certificate  representing
the shares of Series J Preferred  Stock being  converted to the  Corporation  by
express courier within three (3) business days of exercise.  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)(ii), 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(f). Subject to
the  provisions  of  subparagraph   4(d)(ii),  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 J Preferred  Stock  surrendered  for
conversion  (in the case of  conversion  pursuant  to  subparagraph  4(a)),  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 J
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 J Preferred  Stock. If more than one
share of Series J 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 J Preferred  Stock so  surrendered.  Instead of any  fractional
shares of Common Stock which would  otherwise be issuable upon conversion of any
shares of Series J 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 Rate.

      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, (B) subdivide or reclassify the outstanding
shares of Common  Stock  into a greater  number of  shares,  or (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  or  reclassification  shall be  proportionately
adjusted  so  that  the  holder  of any  shares  of  Series  J  Preferred  Stock
surrendered  for  conversion  after such date shall be  entitled  to receive the
number of shares of Common  Stock which he would have owned or been  entitled to
receive had such Series J 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.


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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 J 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 (e)
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 J 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 J  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 (i)  propose  to
consummate  an  Automatic  Conversion  Event,  or (ii) fix a record date for the
making of a distribution  to all holders of shares of its Common Stock of shares
of any class (other than its Common Stock) or of cash or other assets,  then the
Corporation  shall give  notice to each  holder of shares of Series J  Preferred
Stock, in the manner set forth in subparagraph  4(f), which notice shall specify
the proposed closing date of the Automatic  Conversion Event or record date with
respect  to any  such  distribution  and  the  approximate  date on  which  such
distribution 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 kind or class of shares  or other  securities  or  property  which  shall be
deliverable  upon conversion of shares of Series J Preferred  Stock. In the case
of an Automatic  Conversion  Event,  such notice shall be given at least 15 days
before  the  closing  of the  Automatic  Conversion  Event.  In the  case of the
distribution to the holders of Common Stock, such notice shall be given at least
10 days prior to the date so fixed.  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 J 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
J 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 J  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 J Preferred  Stock,  sufficient
shares of Common Stock to provide for the conversion of all  outstanding  shares
of Series J Preferred Stock.


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<PAGE>

      Valid  Issuance.  All  shares of  Common  Stock  which may be issued  upon
conversion  of the shares of Series J 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,  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).

                                  Voting Rights

      The holders of record of shares of Series J Preferred  Stock shall have no
voting rights except as otherwise  provided by the Delaware General  Corporation
Law.

                       Redemption At Option Of Corporation

      The Corporation may, at its option,  at any time, redeem the shares of the
Series J Preferred Stock, in whole or in part, for a cash redemption price equal
to $10,000 per share being redeemed at the date of such  redemption.  In case of
the  redemption of a part only of the  outstanding  shares of Series J Preferred
Stock, the shares so to be redeemed shall be selected pro rata.

      At least 30 days' prior notice by mail, postage prepaid, shall be given to
the holders of record of the shares of Series J Preferred  Stock to be redeemed,
such  notice to be  addressed  to each such  stockholder  at the address of such
holder  appearing on the books of the Corporation or given by such holder to the
Corporation  for the purpose of notice,  or if no such address  appears or is so
given,  at the place where the principal  office of the  Corporation is located.
Such notice shall state the date fixed for redemption  (the  "Redemption  Date")
and the  redemption  price,  and shall call upon such holder to surrender to the
Corporation  on or before said date at the place  designated  in the notice such
holder's certificate or certificates  representing the shares to be redeemed. On
or after the Redemption  Date, each holder of shares of Series J Preferred Stock
called for redemption shall surrender the certificate  evidencing such shares to
the  Corporation at the place  designated in such notice and shall  thereupon be
entitled to receive  payment of the redemption  price provided in this paragraph
6. If less than all the shares  represented by any such surrendered  certificate
are redeemed,  a new  certificate  shall be issued  representing  the unredeemed
shares.  If such notice of redemption  shall have been duly given, and if on the
Redemption Date funds necessary for the redemption shall be available  therefor,
then,  notwithstanding  that the  certificate  evidencing any shares of Series J
Preferred Stock so called for redemption  shall not have been  surrendered,  all
rights  pertaining to such shares shall terminate,  except only the right of the
holders  to  receive  the  redemption  price  to the  Redemption  Date,  without
interest,  upon  surrender  of their  certificates  therefor.  The  right of the
holders  of the Series J  Preferred  Stock to convert  said  shares as  provided
herein at any time shall  continue  up to but not after the close of business on
the third day prior to the Redemption Date.

                            Exclusion of Other Rights

      Except  as may  otherwise  be  required  by law,  the  shares  of Series J
Preferred  Stock  shall not have any  preferences  or  relative,  participating,
optional or other special  rights,  other than those  specifically  set forth in
this resolution (as such resolution may be amended from time to time) 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 J Preferred Stock set
forth in this  resolution (as such  resolution may be amended from time to time)
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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<PAGE>

                          Status of Reacquired Shares.

      Shares of Series J 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 J  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 18, 2005.


                                            ------------------------------------
                                            Name:  Bruce Korman
                                            Title: President

Attest:


------------------------------------
Edmund King, Secretary


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