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EXHIBIT 3.3

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                            SERIES A' PREFERRED STOCK
                                       OF
                                 ENTROPIN, INC.
                             A DELAWARE CORPORATION


                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


Entropin, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (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 General Corporation Law at a duly
called meeting of the Board of Directors (the "Board") on February 7, 2003.

RESOLVED, that pursuant to the authority granted to and vested in the Board in
accordance with the provisions of the Corporation's Certificate of Incorporation
(the "Certificate"), the Board hereby creates and designates a new series of
Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of the
Corporation to be called Series A' Preferred Stock (the "Series A' Preferred
Stock"). The number of authorized shares of Series A' Preferred Stock and the
relative rights, preferences, and limitations of the Series A' Preferred Stock
are hereby fixed as follows:

The authorized number of shares of Series A' Preferred Stock shall be three
million two hundred ten thousand four hundred eighty seven (3,210,487). Such
number of shares may be increased or decreased by resolution of the Board;
provided, that no decrease shall reduce the number of shares of any series 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 convertible into such series of
Series A' Preferred Stock.

    Section 1: DIVIDENDS. The holders of outstanding shares of Series A'
Preferred Stock shall be entitled to receive an annual dividend equal to eight
percent of the value of each share, which value shall be $1.00 per share. This
dividend shall be non-cumulative.

    Section 2: REDEMPTION.

         A. REDEMPTION/CANCELLATION PERIOD. The Series A' Preferred Stock shall
be issued and outstanding until no later than January 16, 2015 (the
"Redemption/Cancellation Period"), at which time the Series A' Preferred Stock
shall have been redeemed in whole or in part pursuant to the terms and
conditions of Sections 2.B and/or 2.C or such shares shall automatically be
canceled without further action by the Corporation pursuant to Section 2.G
below.

         B. MANDATORY REDEMPTION RIGHTS. All outstanding shares of Series A'
Preferred Stock shall be subject to mandatory redemption by the Corporation each
fiscal year during the Redemption/Cancellation Period solely pursuant to the
following terms and conditions:



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                  1. DETERMINATION OF AVAILABLE FUNDS FOR REDEMPTION. "Available
Funds" means an amount equal to more than twenty percent but less than fifty
percent of "Earnings" of the Corporation for the Fiscal Year within the meaning
of Statement of Financial Accounting Concepts No. 5 and shall in no event exceed
"net cash flow from operating activities" within the meaning of Statement of
Financial Accounting Standards No. 95 for the Fiscal Year. Within 120 days after
the end of each fiscal year of the Corporation during the
Redemption/Cancellation Period (the "Fiscal Year"), the Board of Directors shall
by resolution: (x) determine whether as of the conclusion of the prior Fiscal
Year there were any Available Funds for redemption of all or part of the
outstanding Series A' Preferred Stock; and (y) declare a specific amount of such
Available Funds to be paid by the Corporation for redemption of Series A'
Preferred Stock (the "Designated Available Funds") for that Fiscal Year. The
amount of Designated Available Funds shall be set by the Board of Directors in
its sole and absolute discretion. In making the determination of the existence
of Available Funds for any Fiscal Year, the designation of Designated Available
Funds for any Fiscal Year, and/or the decision of any matter relating thereto,
the Board of Directors may rely upon such information and advisors they deem
necessary and appropriate in their own judgment and/or pursuant to the
provisions of the certificate of incorporation of the Corporation, as amended
from time to time (the "Certificate of Incorporation"), the bylaws of the
Corporation, as amended from time to time (the "Bylaws"), and law then in
effect.

                  2. DETERMINATION OF THE NUMBER OF SHARES TO BE REDEEMED FROM
EACH HOLDER. Each stockholder holding Series A' Preferred Stock shall be
entitled to participate on a pro rata basis in any mandatory redemption by the
Corporation under this Section 2.B. The total number of shares of Series A'
Preferred Stock to be redeemed in each Fiscal Year during the
Redemption/Cancellation Period shall be determined by dividing: (x) the
Designated Available Funds amount for that Fiscal Year; by (y) the number of
issued and outstanding shares of Series A' Preferred Stock as of the last day of
the Fiscal Year for which the redemption is being made. Each holder of Series A'
Preferred Stock subject to redemption for the Fiscal Year shall be entitled to
redemption of shares on a pro rata basis with other holders of Series A'
Preferred Stock subject to redemption at that time.

                  3. NO CUMULATIVE RIGHTS. The determination of whether there
shall be a mandatory redemption of Series A' Preferred Stock shall be made on a
Fiscal Year basis and there shall be no cumulative rights to redemption on a
year-to-year basis.

                  4. BOARD ELECTION TO REDEEM WITH CASH OR COMMON STOCK. After
its determination of Designated Available Funds for a Fiscal Year, the Board
shall have discretion, in its sole authority, to redeem the Series A' Preferred
Stock eligible for redemption pursuant to this Section 2.B in cash or in shares
of the Corporation's Common Stock with a FMV equal to the Designated Available
Funds. The fair market value ("FMV") of the Corporation's Common Stock shall be
determined as follows: (a) if the Common Stock is traded on a securities
exchange or through the Nasdaq Stock Market, the value shall be deemed to be the
average of the closing prices of the securities on such exchange over the ten
(10) day period ending three (3) days prior to the date the Board determines
that Designated Available Funds are available for redemption of the Series A'
Preferred Stock; (b) if the Common Stock is actively traded over-the-counter,
the value shall be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the ten (10) day period ending three (3) days
prior to the date the Board determines that Designated Available Funds are
available for redemption of the Series A' Preferred Stock; and (c) if there is
no active public market for the Common Stock, the value shall be the fair market
value thereof, as determined in good faith by the disinterested members of the
Board.

         C. ELECTIVE REDEMPTION. The Corporation may from time to time solely at
its sole and exclusive option redeem or otherwise acquire any or all outstanding
shares of Series A' Preferred Stock for cash or for shares of the Corporation's
Common Stock (with a FMV on the date the Board elects to redeem the Series A'



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Preferred Stock) of $1.00 per share of Series A' Preferred Stock redeemed. If
the Corporation elects to voluntarily redeem shares under this Section 2.C,
every holder of Series A' Preferred Stock shall have the right to cause the
Corporation to redeem the same number of that holder's Series A' Preferred
Stock.

         D. REDEMPTION OR PURCHASE PRICE. In all events, the "Redemption Price"
for the redemption or other acquisition by the Corporation of shares of Series
A' Preferred Stock shall be $1.00 per share or the appropriate percentage of
$1.00 per share for any fraction of one share.

         E. NOTICE OF REDEMPTION. The Corporation will mail by registered mail
written notice of each redemption of Series A' Preferred Stock to each record
holder of Series A' Preferred Stock not more than sixty days after the date the
Board of Directors approved the redemption. Upon mailing any notice of
redemption, the Corporation shall become obligated to redeem the total number of
Series A' Preferred Stock specified therein at the time of redemption specified
therein, which time shall in no event be later than ninety days after the Board
of Directors approved the redemption.

         F. EFFECT OF REDEMPTION OR PURCHASE. Any share of Series A' Preferred
Stock that is redeemed or otherwise acquired by the Corporation shall be deemed
canceled immediately upon redemption or acquisition by the Corporation without
any further act or notice and shall not be reissued, sold or transferred. In
case fewer than the total number of Series A' Preferred Stock shares represented
by any certificate are redeemed, the Corporation will issue a new certificate
representing the number of unredeemed Series A' Preferred Stock shares to the
holder thereof without cost to such holder.

         G. CANCELLATION. If any shares of Series A' Preferred Stock remain
outstanding as of 11:59 p.m. Central Time on January 16, 2015 issued by the
Corporation, such share shall be deemed canceled immediately without any act or
notice by the Corporation and all rights attendant to such share shall cease.

    Section 3. LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Corporation during
the Redemption/Cancellation Period, after payment or provision for payment of
the debts and other liabilities of the Corporation, the holders of Series A'
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets or surplus funds of the Corporation to the
holders of the Common Stock of the Corporation or any other preferred stock of
the Corporation, by reason of their ownership thereof, an amount equal to $1.00
for each share, as appropriately adjusted to reflect any stock split, stock
dividend, combination, recapitalization and the like.

        All preferential amounts to be paid to the holders of the Series A'
Preferred Stock under this Section 3 shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for (or the
distribution of any assets of the Corporation to) the holders of other preferred
stock or the Common Stock of the Corporation in connection with such
liquidation, dissolution or winding-up and the holders of such other preferred
stock or the Common Stock of the Corporation shall share ratably all remaining
assets of the Corporation with no further right of participation accruing to any
holder of Series A' Preferred Stock. If the assets or surplus funds to be
distributed to the holders of the Series A' Preferred Stock are insufficient to
permit the payment to such holders of their full preferential amount in the
event of a liquidation, dissolution or winding up of the affairs of the
Corporation, the assets and surplus funds legally available for distribution
shall be distributed ratably among the holders of the Series A' Preferred Stock
in proportion to the full preferential amount each such holder would otherwise
be entitled to receive.

    Section 4.  VOTING RIGHTS.

         A. LIMITED VOTING RIGHTS. The holders of shares of Series A' Preferred
Stock shall not be entitled to vote upon matters submitted to stockholders for a
vote.



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         B. NOTICE. The holders of Series A' Preferred Stock shall not be
entitled to receive notice of meetings of the stockholders.

         C. AMENDMENTS. No amendment shall be made to this Certificate of
Designations without the consent of the holders of a majority of the outstanding
shares of Series A' Preferred Stock.

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of
the Corporation by its Chief Financial Officer this 14th day of February 2003.


                                                   By: /S/ PATRICIA G. KRISS
                                                       -----------------------
                                                       Patricia Kriss
                                                       Chief Financial Officer