EXHIBIT 3.1(c)
                           CERTIFICATE OF DESIGNATION

                                       OF

                            SERIES A PREFERRED STOCK

                                       OF

                                GKN HOLDING CORP.

                    -----------------------------------------
                         Pursuant to Section 151 of the
                        Delaware General Corporation Law
                    -----------------------------------------


                  GKN Holding Corp., a corporation  organized and existing under
the General  Corporation  Law of the State of Delaware  (hereinafter  called the
"Corporation"),  hereby  certifies that the following  resolution was adopted by
the Board of  Directors  of the  Corporation  as  required by Section 151 of the
Delaware  General  Corporation  Law by unanimous  written consent dated March 3,
1997:

                           RESOLVED,  that pursuant to the authority  granted to
                  and  vested  in the  Board of  Directors  of this  Corporation
                  (hereinafter  called the "Board of  Directors" or the "Board")
                  in  accordance  with  the  provisions  of the  Certificate  of
                  Incorporation,  as  amended,  the  Board of  Directors  hereby
                  creates  a series of  Preferred  Stock,  par  value  $0.10 per
                  share,  of the  Corporation  and hereby states the designation
                  and  number  of  shares,   and  fixes  the  relative   rights,
                  preferences,  and  limitations  thereof  (in  addition  to any
                  provisions set forth in the  Certificate of  Incorporation  of
                  the Cor poration,  which are applicable to the Preferred Stock
                  of all classes and series) as follows:

                            Series A Preferred Stock:

                           1. Designation and Amount.  The shares of such series
                  shall be  designated  as "Series A Pre  ferred  Stock" and the
                  number of shares  constituting  the Series A  Preferred  Stock
                  shall be 1,200,000.  Such number of shares may be increased or
                  decreased by resolution  of the Board of Directors;  provided,
                  that no decrease shall reduce the number of shares of Series A
                  Preferred  Stock to a number  less  than the  number of shares
                  then  outstanding  plus the  number  of  shares  reserved  for
                  issuance upon the exercise of outstanding  options,  rights or
                  warrants or upon the conversion of any outstanding  securities
                  issued  by the  Corporation  and con  vertible  into  Series A
                  Preferred Stock.

                           2.       No Dividends.  The holders of shares of
                  Series A Preferred Stock shall not be entitled to
                  receive any dividends.

                           3.       Voting Rights. So long as at least
                  600,000 shares of Series A Preferred Stock are
                  outstanding, the holders of Series A Preferred
                  Stock shall have the following voting rights:

                                    (a) The holders of record thereof, acting as
                  a single  series  by the  vote of the  hold ers of a  majority
                  thereof,  shall be  entitled,  (i) to nominate  one person for
                  election as a director of the  Corporation  at all meetings of
                  stockholders  at which  directors  are  elected,  who shall be
                  Robert McAleer or Peter McMullin or another person  reasonably
                  acceptable to the Corporation, and (ii) to designate one other
                  person,  who  shall be Robert  McAleer  or Peter  McMullin  or
                  another person reasonably  acceptable to the Corporation,  who
                  may be an observer at all meetings of the Board of  Directors.
                  Such person  designated to be an observer shall be entitled to
                  receive copies of all

                                        1

<PAGE>



                  notices and other  communications  given to the  directors and
                  shall execute and deliver to the  Corporation  such agreements
                  respecting the con  fidentiality of information  pertaining to
                  the   Corporation  as  are   reasonably   appropriate  in  the
                  circumstances.

                                    (b) In all matters  presented  for a vote or
                  consent of the holders of the Common Stock of the Corporation,
                  including the election of directors,  each holder of record of
                  the Series A  Preferred  Stock  shall be  entitled to cast the
                  number of votes equal to the number of shares of Common Stock,
                  $.0001  par  value,  of  the  Corporation   ("Common  Stock"),
                  issuable  upon  conversion of his shares of Series A Preferred
                  Stock   pursuant   to  Section  7  at  the  record   date  for
                  determination of shareholders  entitled to vote thereon.  Such
                  votes  shall be counted  with the votes of the  holders of the
                  Common Stock in determining the adoption of any such matter.

                                    (c)     Except as set forth herein, holders
                  of Series A Preferred Stock shall have no voting
                  rights.

                           4.  Reacquired   Shares.   Any  shares  of  Series  A
                  Preferred  Stock  purchased  or  otherwise   acquired  by  the
                  Corporation  in any manner  whatsoever  shall be  retired  and
                  canceled   promptly  after  the   acquisition   thereof.   The
                  Corporation   shall   cause  all  such   shares   upon   their
                  cancellation  to  become  authorized  but  unissued  shares of
                  Preferred  Stock which may be reissued as part of a new series
                  Preferred Stock subject to the conditions and  restrictions on
                  issuance   set   forth   herein,   in   the   Certificate   of
                  Incorporation,  in  any  other  Cer  tificate  of  Designation
                  establishing a series of Preferred  Stock or any similar stock
                  or as other wise required by law.

                           5.  Liquidation,  Dissolution or Winding Up. Upon any
                  liquidation,  dissolution or winding up of the Corporation, no
                  distribution  shall be made (1) to the  holders  of  shares of
                  stock  ranking   junior   (either  as  to  dividends  or  upon
                  liquidation,  dis  solution  or  winding  up) to the  Series A
                  Preferred Stock unless,  prior thereto,  the holders of shares
                  of Series A  Preferred  Stock  shall have  received  $0.50 per
                  share,  or (2) to the holders of shares of stock  ranking on a
                  parity   (either  as  to   dividends   or  upon   liquidation,
                  dissolution or winding up) with the Series A Preferred  Stock,
                  except dis  tributions  made ratably on the Series A Preferred
                  Stock and all such  parity  stock in  proportion  to the total
                  amounts to which the holders of all such  shares are  entitled
                  upon such liquidation, dis solution or winding up.

                           6.       Redemption of Series A Preferred Stock.

                                    (a) At any time after the fifth  anniversary
                  of the  date  ("Closing  Date")  on which  Southeast  Research
                  Partners,  Inc. ("SERP") becomes a wholly-owned  subsidiary of
                  the Corporation, the Corporation shall have the option (unless
                  otherwise  prevented  by law) to redeem all, but not less than
                  all,  of the  Series A  Preferred  Stock then  outstanding  as
                  provided in Section 6(b), at a redemption price equal to $0.50
                  per share of Series A Preferred Stock.


                                        2

<PAGE>



                                    (b) Notice of any Series A  Preferred  Stock
                  redemption  pursuant  to this  Section  6 shall be sent by the
                  Corporation  by  first-class  certified  mail,  return receipt
                  requested, postage prepaid, to the holders of record of shares
                  of Series A Pre ferred Stock at their respective  addresses as
                  the same shall  appear on the books of the  Corporation.  Such
                  notice  shall be mailed no less than 10 days in advance of the
                  applicable  Series A  Preferred  Stock  redemption  date which
                  shall be set forth in the  notice.  On the Series A  Preferred
                  stock  redemption  date,  the  holders  of record of shares of
                  Series A Preferred  Stock to be redeemed  shall deliver to the
                  Corporation or its agents the  certificates  representing  the
                  shares to be redeemed  and shall be  entitled to receive  from
                  the Corporation the applicable  redemption price.  Thereafter,
                  such  certificates  shall  represent only the right to receive
                  payment  at the rate of $0.50 per share of Series A  Preferred
                  Stock.

                           7.       Conversion of Series A Preferred Stock.

                                    (a)  Each  of  the   holders   of  Series  A
                  Preferred  Stock  shall have the right,  at any such  holder's
                  option,  at any time  prior to the  fifth  anniversary  of the
                  Closing  Date,  to convert  each  share of Series A  Preferred
                  Stock into  shares of Common  Stock at the rate of 0.16 shares
                  of Common  Stock for each  share of Series A  Preferred  Stock
                  (the "Conversion Rate"),  subject to adjustment as hereinafter
                  provided.

                                    (b) Before any holder of Series A Pre ferred
                  Stock  shall be  entitled  to convert  the same into shares of
                  Common Stock, such holder shall


                                        3

<PAGE>



                  surrender  the  certificate  or  certificates  therefor,  duly
                  endorsed,  at the office of the Corporation or of any transfer
                  agent for the Series A Preferred Stock, and shall give written
                  notice to the Cor poration at its principal  corporate office,
                  of the  election to convert  the same and shall state  therein
                  the name or names in which the certificate or certificates for
                  shares  of  Common  Stock are to be  issued.  The  Corporation
                  shall, as soon as practicable thereafter, issue and deliver at
                  such office to such holder of Series A Preferred  Stock, or to
                  the nominee or  nominees  of such  holder,  a  certificate  or
                  certificates for the number of shares of Common Stock to which
                  such holder shall be entitled as  aforesaid.  Such  conversion
                  shall be deemed to have  been  made  immediately  prior to the
                  close of business on the date of such  surrender of the shares
                  of Series A Preferred  Stock to be con verted,  and the person
                  or  persons  entitled  to receive  the shares of Common  Stock
                  issuable  upon  such  conversion  shall  be  treated  for  all
                  purposes  as the record  holder or  holders of such  shares of
                  Common Stock as of such date.

                                    (c) The Corporation shall not be required to
                  issue  fractions of shares of Common Stock upon  conversion of
                  the Series A  Preferred  Stock.  If any  fractions  of a share
                  would,  but for this Section,  be issuable upon any conversion
                  of Series A Preferred Stock, in lieu of such frac tional share
                  the Company shall pay to the holder,  in cash, an amount equal
                  to the same fraction of the current  market price  (determined
                  as provided in Section 7(e)(iii)) per share of Common Stock.



                                        4

<PAGE>



                                    (d) The Corporation  shall reserve and shall
                  at all times have reserved out of its  authorized but unissued
                  shares of Common  Stock  sufficient  shares of Common Stock to
                  permit the  conversion of the then  outstanding  shares of the
                  Series A  Preferred  Stock  pursuant  to this  Section  7. All
                  shares of Common Stock which may be issued upon  conversion of
                  shares  of the  Series  A  Preferred  Stock  pursuant  to this
                  Section   7  shall  be   validly   issued,   fully   paid  and
                  nonassessable.  In order that the Corporation may issue shares
                  of Common  Stock  upon  conversion  of shares of the  Series A
                  Preferred  Stock,  the Corporation  will endeavor to list such
                  shares of Common Stock to be issued upon  conversion on Nasdaq
                  (as hereinafter  defined) and on each  securities  exchange on
                  which  Common  Stock is listed and  endeavor to maintain  such
                  listing  for such  period of time as either  the  Series A Pre
                  ferred  Stock  or  Common  Stock   underlying  such  Series  A
                  Preferred Stock remains outstanding.

                                    (e) The  Conversion  Rate in  effect  at any
                  time for  conversion  of Series A preferred  Stock into Common
                  Stock   pursuant  to  this  Section  7  shall  be  subject  to
                  adjustment from time to time as follows:

                                            (i)      In the event that the Cor
                  poration shall (1) pay a dividend in shares of Common Stock to
                  holders of Common Stock,  (2) make a distribution in shares of
                  Common Stock to holders of Common  Stock,  (3)  subdivide  the
                  outstanding  shares of Common  Stock into a greater  number of
                  shares of Common Stock or (4) combine the out standing  shares
                  of  Common  Stock  into a  smaller  number of shares of Common
                  Stock, the Conversion


                                        5

<PAGE>



                  Rate in effect  pursuant to this Section 7 im mediately  prior
                  to such  action  shall be  adjusted  so that the holder of any
                  shares of the Series A Preferred Stock thereafter  surrendered
                  for con version  pursuant to this Section 7 shall be en titled
                  to receive the number of shares of Common Stock which he would
                  have owned  immediately fol lowing such action had such shares
                  of the Series A  Preferred  Stock been  converted  immediately
                  prior  thereto.  Such  adjustment  shall be made  whenever any
                  event listed above shall occur and shall become  effective (A)
                  immediately after the record date in the case of a dividend or
                  a distribution and (B) immediately after the effective date in
                  the case of a subdivision or combination.

                                        (ii)     For purposes of calculating any
                  adjustment of the Conversion  Rate pursuant to this Section 7,
                  the current market price per share of Common Stock on any date
                  shall be deemed to be the average of the daily Closing  Prices
                  (as hereinafter  defined) for thirty consecutive  trading days
                  ending the last  trading day before the day in  question.  The
                  "Closing  Price" for each day shall be the last  reported sale
                  price on the principal national  securities  exchange on which
                  Common Stock is listed or admitted to trading or on the Nasdaq
                  National  Market  or  SmallCap  Market  ("Nasdaq"),  the  NASD
                  Electronic  Bulletin Board (the "Bulletin Board"),  or in case
                  no reported  sale takes place,  the average of the closing bid
                  and asked prices. If Common Stock is not quoted on Nasdaq, the
                  Bulletin  Board  or  any  comparable   system,  the  Board  of
                  Directors  shall in good faith  determine  the current  market
                  price on such basis as it considers appropriate.


                                        6

<PAGE>



                                    (f) No  adjustment  in the  conversion  Rate
                  shall be required  until  cumulative  adjustments  result in a
                  concomitant  change of 1% or more of the Conversion Rate as in
                  effect prior to the last  adjustment of the  Conversion  Rate;
                  provided,  how ever, that any  adjustments  which by reason of
                  this Section 7(f) are not required to be made shall be carried
                  forward and taken into account in any  subsequent  adjustment.
                  All  calculations  under  this  Section 7 shall be made to the
                  nearest cent or to the nearest  one-hundredth  of a share,  as
                  the case may be. No adjustment to the Conversion Rate shall be
                  made for cash dividends.

                                    (g) Whenever the Conversion Rate is adjusted
                  pursuant to this  Section 7, the Cor poration  shall  promptly
                  mail  first  class to all  holders  of record of shares of the
                  Series A Pre ferred Stock a notice of the adjustment and shall
                  cause to be  prepared  a  certificate  signed  by a  principal
                  financial  officer  of  the  Corporation   setting  forth  the
                  adjusted  Conversion  Rate and a brief  statement of the facts
                  requiring such ad justment and the computation  thereof.  Such
                  cer  tificate  shall  forthwith  be filed  with each trans fer
                  agent for the shares of the Series A Preferred Stock.

                                    (h) If any of the following shall occur: (i)
                  any  reclassification  of  outstanding  shares of Common Stock
                  (other than a change in par value, or from par value to no par
                  value,  or from no par value to par value, or as a result of a
                  subdivision  or  combination),  or (ii) any  consolidation  or
                  merger to which the Corporation is a party other than a merger
                  in which the Corporation is the


                                        7

<PAGE>



                  continuing  corporation  and which does not result in any such
                  reclassification,  or  (iii)  a sale or  conveyance  of all or
                  substantially  all of the assets of the  Corporation,  then in
                  addition  to all of the rights  granted to the  holders of the
                  Series  A  Preferred  Stock  as  designated  herein,  the  Cor
                  poration, or such successor or purchasing cor poration, as the
                  case  may  be,  shall,  as  a  condition   precedent  to  such
                  reclassification,  consolidation,  merger, sale or conveyance,
                  provide in its cer tificate of  incorporation or other charter
                  document that each share of the Series A Preferred Stock shall
                  be  convertible  into the kind and amount of shares of capital
                  stock and  other  securities  and  property  (including  cash)
                  receivable upon such reclassification,  merger, consolidation,
                  sale or  conveyance  by a holder  of the  number  of shares of
                  Common Stock  deliverable upon conversion of such share of the
                  Series   A   Preferred   Stock   immediately   prior  to  such
                  reclassification,  consolidation,  merger, sale or conveyance.
                  Such  certificate of  incorporation  or other charter document
                  shall  provide  for  adjustments  which  shall  be  as  nearly
                  equivalent as may be practicable to the  adjustments  provided
                  for  in  this   Section  7.  If,  in  the  case  of  any  such
                  reclassification,  consolidation,  merger, sale or conveyance,
                  the stock or other  securities and property  (including  cash)
                  receivable  thereupon  by a holder  of Common  Stock  includes
                  shares of capital stock or other  securities and property of a
                  corporation   other   than   the   successor   or   purchasing
                  corporation,  as the case may be,  in such re  classification,
                  consolidation,   merger,   sale  or   conveyance,   then   the
                  certificate of incorporation or other charter document of such
                  other corporation shall contain such additional  provisions to
                  protect


                                        8

<PAGE>



                  the  interests  of the  holders  of  shares  of the  Series  A
                  Preferred  Stock as the Board of  Directors  shall  reasonably
                  consider necessary by reason of the foregoing.  The provisions
                  of this  Section  7(j)  shall  similarly  apply to  successive
                  consolidations, mergers, sales or conveyances.

                                    (i) In the  event  any  shares  of  Series A
                  Preferred  Stock  shall be  converted  pursuant  to  Section 7
                  hereof, the shares so converted shall be canceled.

                                    (j) If the Closing Price of the Common Stock
                  (determined  as provided in Section  7(e)(ii)) (i) at any time
                  exceeds $10.00 per share for at least five consecutive trading
                  days,  or (ii) during the period  commencing  February 1, 1998
                  and ending  January 31, 2000,  exceeds $9.00 for at least five
                  consecutive   trading   days,   or  (iii)  during  the  period
                  commencing  February  1, 2000 and  ending  January  31,  2002,
                  exceeds $7.50 for at least five consecutive trading days (such
                  Closing  Prices being  subject to  adjustment in each instance
                  upon the  occurrence  of any event  referred to in clauses (1)
                  through (4) of Section 7(e)(i)), then, in any such event, upon
                  notice given to the holders of the Series A Preferred Stock by
                  the Corporation  within 30 days after the end of any such five
                  day period,  such shares of Series A  Preferred  Stock  shall,
                  without further action on the part of the holders thereof,  be
                  automatically  converted  into  shares of Common  Stock at the
                  Conversion  Rate  then in  effect.  After  the  giving of such
                  notice,  the  certificates  representing  shares  of  Series A
                  Preferred Stock shall represent only the right to receive such
                  number of shares of Common Stock.


                                        9

<PAGE>





                                    (k) If,  within three years (or, in the case
                  of Robert  McAleer,  two years)  after the Clos ing Date,  the
                  employment  with SERP of a holder of Series A Preferred  Stock
                  is terminated (other than termination without cause by SERP or
                  the  Cor  poration),  at  the  election  of  the  Corporation,
                  effected  by notice  given to such  holder by the  Corporation
                  within 30 days after the effective  date of such  termination,
                  the  Corporation  may redeem the shares of Series A  Preferred
                  Stock held by such holder at a  redemption  price of $0.50 per
                  share or may  require  such  holder to  convert  his shares of
                  Series A Preferred  Stock into  shares of Common  Stock at the
                  Conversion   Rate  in   effect  on  the   effective   date  of
                  termination. After the giving of such notice, the certificates
                  representing   shares  of  Series  A  Preferred   Stock  shall
                  represent  only the right to receive cash at the rate of $0.50
                  per share of Series A Preferred Stock or such number of shares
                  of Common Stock,  as the case may be. As used herein,  "cause"
                  shall have the meaning  ascribed to it in the Merger Agreement
                  among the  Corporation,  the  holders  of  Series A  Preferred
                  Stock,  as  Stockholders,  and SERP  pursuant  to  which  SERP
                  becomes a subsidiary of the Corporation.

                           8.       Rank.  The Series A  Preferred  Stock  shall
                  rank junior with respect to the payment  of dividends and the 
                  distribution of  assets to  all  series  of the Corporation's 
                  Preferred Stock or any similar stock that specifically provide
                  that they shall rank senior or prior to the Series A Preferred
                  Stock.  Nothing herein shall preclude the Board


                                       10

<PAGE>



                  from  creating  any series of  Preferred  Stock or any similar
                  stock  ranking  on a  parity  with or  senior  or prior to the
                  Series A Preferred Stock as to the payment of dividends or the
                  distribution of assets.

                           9.  Amendment.  The Certificate of Designation of the
                  Series A  Preferred  Stock  shall not be amended in any manner
                  which would materially alter or change the powers, preferences
                  or  special  rights of the Series A  Preferred  Stock so as to
                  affect  them  adversely  without the  affirmative  vote of the
                  holders of at least  two-thirds of the out standing  shares of
                  Series A Preferred Stock, voting together as a single series.




                                       11

<PAGE>


                  IN  WITNESS   WHEREOF,   the   Corporation   has  caused  this
Certificate  to be  executed  in its  name by the  undersigned,  thereunto  duly
authorized, this 4th day of March, 1997.

                                           GKN HOLDING CORP.



                                           By:      /s/ David Nussbaum
                                           ------------------------------  
                                           David Nussbaum, Chairman



         [S E A L]                         By:      /s/ Katherine Nathan
                                           --------------------------------- 
                                           Katherine Nathan, Secretary



                                       12

<PAGE>