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                                                                     EXHIBIT 3.2
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       Certificate of Designation of Series B Convertible Preferred Stock

                            NEXAR TECHNOLOGIES, INC.

There is hereby created a series of the Preferred Stock of this corporation to
consist of 32,000 of the shares of Series B Convertible Preferred Stock, $.01
par value per share, which this corporation now has authority to issue.

1.   The distinctive designation of the series shall be "Series B Convertible
     Preferred Stock" (the "Preferred Stock" or the "Series B Preferred Stock").
     The number of shares of Series B Convertible Preferred Stock shall be
     32,000.

2.   For purposes of this Certificate of Designation and the Company's
     Certificate of Incorporation, (i) any series of Preferred Stock of the
     Company entitled to dividends and liquidation preference on a parity with
     the Series B Preferred Stock shall be referred to as "Parity Preferred
     Stock," (ii) any series of Preferred Stock ranking senior to the Series B
     and Parity Preferred Stock with respect to dividends and liquidation
     preference shall be referred to as "Senior Stock," and (iii) the Common
     Stock and any series of Preferred Stock ranking junior to the Series B and
     Parity Preferred Stock with respect to dividends and liquidation preference
     shall be referred to as "Junior Stock." As of the date of this Certificate
     of Designation there is not outstanding any Parity Preferred Stock. Without
     limiting the generality of the foregoing, the outstanding 45,684 shares of
     the Company's Convertible Preferred Stock are and shall be Junior Stock.

3.   In the event of any liquidation, dissolution or winding up of the Company,
     either voluntary or involuntary, after setting apart or paying in full the
     preferential amounts due to holders of Senior Stock, the holders of Series
     B Preferred Stock and Parity Preferred Stock shall be entitled to receive,
     prior and in preference to any distribution of any of the assets or surplus
     funds of the Company to the holders of Junior Stock or Common Stock by
     reason of their ownership thereof, an amount equal to their full
     liquidation preference, which in the case of shares of Series B Preferred
     Stock shall be $100 per share, plus accrued and unpaid dividends (the
     "Redemption Value"). If, upon such liquidation, dissolution or winding-up
     of the Company, the assets of the Company available for distribution to the
     holders of its stock be insufficient to permit the distribution in full of
     the amounts receivable as aforesaid by the holders of  Preferred Stock and
     Parity Preferred Stock, then all such assets of the Company shall be
     distributed ratably among the holders of  Preferred Stock and Parity
     Preferred Stock in proportion to the amounts which each would have been
     entitled to receive if such assets were sufficient to permit distribution
     in full as aforesaid.  Neither the consolidation nor merger of the Company
     nor the sale, lease or transfer by the Company of all or any part of its
     assets shall be deemed to be a liquidation, dissolution or winding-up of
     the Company for the purposes of this paragraph.
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4.   Certain Definitions and References.

     (a)  The Preferred Stock is being issued under Private Placement Purchase
          Agreements between the Company and the holders of the Preferred Stock
          (each, a  "Subscription Agreement").

     (b)  The terms "Registration Statement" and "Closing Date" shall have the
          meanings attributed thereto in the Subscription Agreement, and the
          term "Effective Date" means the date on which the Registration
          Statement shall be declared to be effective.

5.   Dividends

     (a)  The holders of the  Preferred Stock shall be entitled to receive a
          dividend,  payable in arrears quarterly on the last day of each
          calendar quarter commencing with the calendar quarter which begins on
          April 1, 1998 or on earlier conversion or redemption of the Preferred
          Stock, which accrues from the date of issuance  at the annual rate of
          $5 per share, provided that the annual rate shall be $18 during any
          First Delay Period and the annual rate shall be $24 during any
          Extended Delay Period.

          (i)  The reference to the "First Delay Period" shall apply only if the
               Effective Date has not occurred by the close of business on June
               30, 1998 and means the period which begins on July 1, 1998 and
               ends on the earlier of August 31, 1998 or the Effective Date.

          (ii) The reference to the "Extended Delay Period" shall apply only if
               the Effective Date has not occurred by August 31, 1998 and means
               the period which begins on September 1, 1998 and ends on the
               Effective Date.

     (b)  The dividends shall be payable at the option of the Company either in
          cash or in shares of Common Stock which on the date of the dividend
          payment are convertible into shares of Common Stock which have a value
          equal to the dividend, provided that dividends may be paid in Common
          Stock only if the public sale thereof is permitted under a then
          effective registration statement. The value of each share of Common
          Stock for the purposes of any dividend payment shall be equal to the
          average of the last reported sales prices therefor on the NASDAQ
          National or Small Cap Market on the last five trading days prior to
          the date of the payment.

     (c)  Nothing in this Certificate shall limit any other remedies which may
          be available to the Holder by reason of any delay in the filing or the
          effectiveness of the Registration Statement.

6.   Conversion

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     (a)  The holder shall have the right at any time (whether before or after
          the Effective Date or otherwise) in its sole discretion, to convert
          the Preferred Stock, in whole or in part, into a number of shares (the
          "Conversion Shares") of the Company's common stock (the "Common
          Stock") equal to $100 per share converted divided by the Conversion
          Price. The Conversion Price means the lesser of  (1) $3.25 or (2) 75%
          of the average of the closing bid price of a share of Common Stock of
          the Company during the five trading days prior  to such conversion.

     (b)  In the event that the holder elects to exercise its conversion rights
          hereunder, it shall give to the Company written notice (by fax or
          overnight courier service or personal delivery) of such election and
          shall surrender his Preferred Stock to the Company for cancellation.
          Conversion shall be effective upon the giving of such notice provided
          that the certificate for the converted Preferred Stock is received by
          the Company within three days thereafter. The Company shall, within
          three business days after receipt by the Company of notice of
          conversion and the Preferred Stock being converted, deliver
          irrevocable instructions to its transfer agent (with a copy to Holder)
          to DWAC the shares of Common Stock issuable on such conversion. In
          addition to, and without limiting any other remedy available to Holder
          for any breach by the Company of its obligation timely to DWAC shares
          upon conversion as aforesaid , (1) Holder shall be entitled at its
          option by notice to rescind any such conversion, and (2) the Company
          shall forthwith upon Holder's demand from time to time or times pay to
          Holder $50 per share for each day of delay in fulfilling such
          obligation. Such obligation to pay such amount shall accrue interest,
          payable on demand,  at the rate of 11% per annum.

     (c)  The Preferred Stock  shall on March 1, 2000 automatically convert into
          Common Stock at the then Conversion Price, provided that such
          conversion shall occur on such date only  if the Company's listing on
          the NASDAQ Small Cap or National Market has then been in effect at all
          times from and after January 1, 1999,  and only if all of the Common
          Stock issuable upon conversion of the Preferred Stock may then be
          resold publicly pursuant to an effective registration statement under
          the Securities Act of 1933 or under Rule 144 thereunder. If by reason
          of the proviso in the preceding sentence the Preferred Stock  shall
          not convert automatically on March 1, 2000, the Holder may, in
          addition to such Holder's other remedies, by written notice to the
          Company, require the Company  forthwith to redeem the Preferred Stock
          at a redemption price equal to $100 per share plus accrued dividends.
          The redemption price shall accrue interest payable on demand at the
          rate of 15% per annum.

     (d)  The Company shall reserve for issuance on conversion and exercise of
          the Preferred Stock and the Warrant (as defined in the Subscription
          Agreement) the number  of shares  of Common Stock which would be
          issuable under the Preferred Stock if converted at a Conversion Price
          of $1.50, and shall reserve additional shares as requisite should the
          Conversion Price decline below $1.50. The Company shall use its
          diligent efforts promptly to list on NASDAQ all shares of Common Stock
          which are issued upon conversion of the Preferred Stock.

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     (e)  The Preferred Stock shall be convertible at any time only to the
          extent that Holder would not as a result of such exercise (and after
          giving effect to any shares or warrants or other securities owned by
          Holder) beneficially own more that 9.99% of the then outstanding
          Common Stock. Beneficial ownership shall be defined in accordance with
          Rule 13d-3 under the Securities Exchange Act of 1934. The opinion of
          counsel to Holder shall prevail in the event of any dispute on the
          calculation of Holder's beneficial ownership.

     (f)  If any consolidation or merger of the Company into another corporation
          which has a market capitalization of not less than $75 million, or the
          sale or conveyance of all or substantially all of its assets to any
          such corporation, shall be effected, then, at the election of the
          Company, exercisable by notice (an "Automatic Conversion Notice") to
          the Holder given not later than the 20/th/ business day prior to the
          consummation of such transaction,  the Preferred Stock shall  be
          deemed automatically converted immediately prior to the consummation
          of such transaction as provided above, provided that:

          (i)  cash shall be payable in respect of the Company's common stock in
               the transaction or the securities issuable in respect of the
               Company's common stock in the transaction shall be immediately
               freely and publicly tradeable; and

          (ii) the Company shall give to the holders of the Preferred Stock not
               less than 20 days' prior written notice of such transaction. For
               purposes of this Section, "market capitalization" shall mean the
               product of the number of outstanding shares of the other
               corporation's stock multiplied by the average of the closing bid
               prices for the other corporation's stock (as quoted on a national
               securities exchange or on NASDAQ) during the 20 trading days
               prior to the measurement date.

     (b)  If the Company does not timely give an Automatic Conversion Notice in
          respect of a transaction referred to above, or if any other
          consolidation, merger or sale shall be effected, or if any capital
          reorganization or reclassification of the Common Stock shall be
          effected, then, as a condition precedent of such transaction,
          appropriate provision shall be made to the end that conversion rights
          hereunder (including, without limitation, provisions for appropriate
          adjustments) shall thereafter be applicable, as nearly as may be
          practicable in relation to the kind of stock, securities or assets
          which are deliverable in respect of Common Stock upon the consummation
          of such transaction, to the end that the Holder shall have the right
          to receive upon conversion the kind of shares of capital stock or
          other securities or property which such Holder would have been
          entitled to receive upon or as a result of such transaction had the
          Preferred Stock  been converted immediately prior to such event.

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     (c)  The Company covenants to call a special or annual meeting of
          shareholders which will be held on or before June 30, 1998 and at
          which the Company's shareholders will be asked to approve the issuance
          of shares on conversion of the Preferred Stock and Warrants issued to
          the Purchasers (each such terms as defined in the Subscription
          Agreement). The Board of Directors of the Company will recommend that
          the shareholders of the Company vote in favor of such approval. Until
          such approval is obtained, the maximum number of shares which will be
          issued on conversion of the Preferred Stock and exercise of the
          Warrants is 2,001,810, issuable on a first converted-first exercised
          basis. Should such approval not be obtained by the close of business
          on June 30, 1998, then until such approval is obtained, the Company
          shall on demand by Holder made at any time or times redeem any portion
          of the Preferred Stock designated by Holder for redemption (the
          "Redeemed Portion") at a redemption price per share equal to $125 plus
          accrued dividends. The redemption price shall be payable within five
          business days after demand for redemption is made, and shall accrue
          interest payable on demand at 11% per annum. The Holders of shares of
          common stock issued on conversion of the Preferred Stock shall not
          vote their shares of common stock at the meeting aforesaid.

7.   Purchase for Investment. The Holder, by acceptance of shares of Preferred
     Stock, acknowledges that the Preferred Stock (and the Common Stock into
     which the Preferred Stock is convertible) has not been registered under the
     Act, covenants and agrees with the Company that such Holder is taking and
     holding the Preferred Stock (and the Common Stock into which the Preferred
     Stock is convertible) for investment purposes and not with a view to, or
     for sale in connection with, a distribution thereof and that the Preferred
     Stock (and the Common Stock into which the Preferred Stock is convertible)
     may not be assigned, hypothecated or otherwise disposed of in the absence
     of an effective registration statement under the Act or an opinion of
     counsel for the Holder, which counsel shall be reasonably satisfactory to
     the Company, to the effect that such disposition is in compliance with the
     Act, and represents and warrants that such Holder is an "accredited
     investor" that such Holder has, or with its representative has, such
     knowledge and experience in financial and business matters to be capable of
     evaluating the merits and risks in respect of this Preferred Stock (and the
     Common Stock into which the Preferred Stock is convertible) and is able to
     bear the economic risk of such investment.

8.   The Company covenants and agrees that all shares of Common Stock which may
     be issued upon conversion of this Preferred Stock will, upon issuance, be
     duly and validly issued, fully paid and non-assessable and no personal
     liability will attach to the holder thereof.

9.   Certain Events of Mandatory Redemption.

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     (a)  An "event of redemption" with respect to this Preferred Stock shall
     exist if any of the following shall occur, if:

          (i)       The Company shall breach or fail to comply with any
                    provision of this Preferred Stock and such breach or failure
                    shall continue for 15 days after written notice by any
                    Holder of any Preferred Stock to the Company.

          (ii)      A receiver, liquidator or trustee of the Company or of a
                    substantial part of its properties shall be appointed by
                    court order and such order shall remain in effect for more
                    than  15 days; or the Company shall be adjudicated bankrupt
                    or insolvent; or a substantial part of the property of the
                    Company shall be sequestered by court order and such order
                    shall remain in effect for more than 15 days; or a petition
                    to reorganize the Company under any bankruptcy,
                    reorganization or insolvency law shall be filed against the
                    Company and shall not be dismissed within 45 days after such
                    filing.

          (iii)     The Company shall file a petition in voluntary bankruptcy or
                    request reorganization under any provision of any
                    bankruptcy, reorganization or insolvency law, or shall
                    consent to the filing of any petition against it under any
                    such law.

          (iv)      The Company shall make an assignment for the benefit of its
                    creditors, or admit in writing its inability to pay its
                    debts generally as they become due, or consent to the
                    appointment of a receiver, trustee or liquidator of the
                    Company, or of all or any substantial part of its
                    properties.

     (b)  If an event of redemption shall occur, the Holder may, in addition to
     such Holder's other remedies, by written notice to the Company, require the
     Company  forthwith to redeem the Preferred Stock at a redemption price
     equal to $100 per share plus accrued dividends. The redemption price shall
     accrue interest payable on demand at the rate of 15% per annum.

10.  Without the consent of a majority in interest of the holders of the
     Preferred Stock, the Company shall not create any class of equity security
     which is senior to or on parity with the Preferred Stock in liquidation
     rights, other than in connection with the sale of shares to existing
     stockholders of the Company; or to an entity whose relationship with the
     Company creates intangible value for the Company; or to fund merger and/or
     acquisition related activity.

11.  All share, redemption and similar amounts are subject to appropriate
     adjustment in the event of stock splits, stock dividends, recapitalization
     and similar events.

12.  The Preferred Stock shall have no voting rights except as otherwise
     required by law.

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13.  Miscellaneous.

     (a)  All notices and other communications required or permitted to be given
     hereunder shall be in writing and shall be given (and shall be deemed to
     have been duly given upon receipt) by delivery in person, by telegram, by
     facsimile, recognized overnight mail carrier, telex or other standard form
     of telecommunications, or by registered or certified mail, postage prepaid,
     return receipt requested, addressed as follows: (a) if to the Holder, to
     such address as such Holder shall furnish to the Company in accordance with
     this Section, or (b) if to the Company, to it at its headquarters office,
     or to such other address as the Company shall furnish to the Holder in
     accordance with this Section.

     (b)  The waiver of any event of default or the failure of the Holder to
     exercise any right or remedy to which it may be entitled shall not be
     deemed a waiver of any subsequent event of default or of the Holder's right
     to exercise that or any other right or remedy to which the Holder is
     entitled.

     (c)  The Holder shall be entitled to recover its legal and other costs of
     collecting on the Preferred Stock, and such costs shall accrue interest,
     payable on demand, at the rate of 15% per annum.

In addition to all other remedies to which the Holder may be entitled hereunder,
Holder shall also be entitled to decrees of specific performance without posting
bond or other security.

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