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                                                                  Exhibit 4.2

                           Certificate of Designation
                                       of
                      Series A Convertible Preferred Stock
                                       of
                                US Patriot, Inc.

                      Pursuant to Section 33-11-102 of the
                 South Carolina Business Corporation Act of 1988


         US Patriot,  Inc., a South Carolina  corporation  (the  "CORPORATION"),
does hereby certify that,  pursuant to the authority contained in the provisions
of Section 33-11-102 of the South Carolina Business Corporation Act of 1988, the
Corporation`s  Board of  Directors  has duly  adopted the  following  resolution
creating  a series  of  Preferred  Stock  designated  as  Series  A  Convertible
Preferred Stock:

         RESOLVED,  that the Corporation hereby designate and create a series of
the  authorized  Preferred  Stock of the  Corporation,  designated  as  Series A
Convertible Preferred Stock, as follows:

         FIRST:  Of the 20,000,000  shares of Preferred  Stock, no par value per
share,  authorized to be issued by the Corporation,  1,000,000 shares are hereby
designated as "Series A Convertible  Preferred  Stock." The rights,  preference,
privileges and restrictions granted to and imposed upon the Series A Convertible
Preferred Stock are as set forth below:

                                   ARTICLE I
                             Designation And Amount

         The designation of this series is Series A Convertible  Preferred Stock
(the  "SERIES A PREFERRED  STOCK") and the stated value is $10.00 per share (the
"STATED  VALUE").  The number of shares of the Series A  Preferred  Stock may be
decreased  from  time to time by a  resolution  or  resolutions  of the Board of
Directors; provided, however, that no such resolution shall reduce the number of
shares of the  Series A  Preferred  Stock to a number  less  than the  aggregate
number of shares of the Series A Preferred  Stock then  issued and  outstanding.
Notwithstanding  any other  provision in this  Certificate of  Designation,  the
Corporation  shall  not be  required  to issue  fractional  shares  of  Series A
Preferred Stock.

                                   ARTICLE II
                                      Rank

         All Series A Preferred Stock shall rank (i) prior to the  Corporation`s
common stock,  $.0001 par value per share (the "COMMON STOCK"),  and (ii) unless
the holder of Series A Preferred Stock shall otherwise  consent thereto prior to
any other class or series of the Corporation`s capital stock, as to distribution
of assets  upon  liquidation,  dissolution  or  winding  up of the  Corporation,
whether voluntary or involuntary.


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                                  ARTICLE III
                                    Dividends

         The Series A Preferred Stock will bear no dividends,  and the holder of
the Series A Preferred  Stock will not be entitled to receive  dividends  on the
Series A Preferred Stock.

                                   ARTICLE IV
                             Liquidation Preference

         If the  Corporation  shall  commence a voluntary case under the federal
bankruptcy laws or any other applicable federal or state bankruptcy,  insolvency
or similar law, or consent to the entry of an order for relief in an involuntary
case under any law or to the  appointment of a receiver,  liquidator,  assignee,
custodian,  trustee, sequestrator (or other similar official) of the Corporation
or of substantially  all of its property,  or make an assignment for the benefit
of its  creditors,  or if a  decree  or  order  for  relief  in  respect  of the
Corporation  shall be entered by a court having  jurisdiction in the premises in
an involuntary  case under the federal  bankruptcy laws or any other  applicable
federal  or  state  bankruptcy,  insolvency  or  similar  law  resulting  in the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator (or other similar  official) of the Corporation or of substantially
all of its property,  or ordering the winding up or  liquidation of its affairs,
and any such decree or order shall be unstayed  and in effect for a period of 60
consecutive days and, on account of any such event (a "LIQUIDATION  EVENT"), the
Corporation  shall liquidate,  dissolve or wind up, or if the Corporation  shall
otherwise  liquidate,  dissolve or wind up, no distribution shall be made to the
holders of any shares of capital stock of the Corporation  (other than any class
or series of Preferred  Stock that, in accordance  with Article II, ranks senior
to the Series A Preferred Stock) upon such  liquidation,  dissolution or winding
up unless prior thereto,  the holder of shares of Series A Preferred Stock shall
have  received  the  Liquidation  Preference  (as defined in Paragraph C of this
Article IV) with respect to each share in accordance with the provisions of this
Article IV. If upon the occurrence of a Liquidation  Event, the assets and funds
available  for  distribution  among the holder of the Series A  Preferred  Stock
shall be insufficient  to permit the payment to such holder of the  preferential
amounts payable thereon,  then the entire assets and funds legally available for
distribution to the Series A Preferred Stock shall be distributed  ratably among
such shares.

         A. After payment in full of the Liquidation  Preference of the Series A
Preferred  Stock,  holder of Series A  Preferred  Stock shall not be entitled to
receive any additional  cash,  property or other assets of the Corporation  upon
liquidation, dissolution or winding up of the Corporation.

         B. Neither the consolidation,  merger or other business  combination of
the  Corporation  with or into any  other  entity,  nor the  sale,  exchange  or
transfer  of all or  substantially  all the assets of the  Corporation  shall be
deemed to be a  liquidation,  dissolution or winding up of the  Corporation  for
purposes  of this  Article  IV unless  such sale,  exchange  or  transfer  is in
connection  with  a  plan  of  liquidation,  dissolution  or  winding  up of the
Corporation.

         C. For  purposes  hereof,  the  "LIQUIDATION  PREFERENCE"  means,  with
respect  to such  shares of Series A  Preferred  Stock,  an amount  equal to the
Stated Value.


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                                   ARTICLE V
                                   Conversion

         A. The holder of the Series A Preferred  Stock shall have the option to
convert all, but not less than all of the issued and  outstanding  shares of the
Series A  Preferred  Stock into fully paid and  non-assessable  shares of Common
Stock at any time when there shall be a sufficient  number of authorized  shares
of Common Stock to effect such conversion in accordance with this Article V. The
number of  shares of Common  Stock  deliverable  upon  conversion  of a share of
Series A Preferred Stock shall be (i) the quotient  obtained by dividing (a) the
Stated Value by (b) the then effective "Conversion Price", which initially shall
be $1.00 and shall be subject to  adjustment  from time to time as  provided  in
paragraph B of this  Article V. The holder of the Series A  Preferred  Stock may
convert all,  but not less than all of the Series A Preferred  Stock by delivery
to the Corporation of a notice setting forth such election to convert the Series
A  Preferred  Stock into Common  Stock in  accordance  with  Paragraph A of this
Article  V  ("HOLDER`S  OPTIONAL  CONVERSION  NOTICE")  and  mailing  all of the
Certificates  representing  the  Series A  Preferred  Stock to the  Corporation.
Immediately  upon receipt of all of the  certificates  representing the Series A
Preferred  Stock, the Corporation  shall cancel these  certificates on its books
and issue a certificate  representing that number of shares of Common Stock into
which all of the shares of Series A Preferred  Stock is  convertible  under this
Article V to such holder remitting a Series A Preferred Stock  certificate.  The
Corporation  shall not be required to pay any tax in respect of the issuance and
delivery  upon  conversion  of  shares of Common  Stock or other  securities  or
property in a name other than that of the registered holder of the shares of the
Series A Preferred Stock being converted.

         B. In case the  Corporation  shall  (i)  declare a  dividend  or make a
distribution  on the  outstanding  shares of its  Common  Stock in shares of its
Common  Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a
greater  number of shares,  or (iii)  combine its  outstanding  shares of Common
Stock into a smaller  number of shares,  the  Conversion  Price in effect at the
time of the record date for such dividend or  distribution or the effective date
of such subdivision or combination shall be proportionately adjusted so that the
holder of any shares of Series A  Preferred  Stock  surrendered  for  conversion
after such time shall be entitled to receive the  aggregate  number of shares of
Common  Stock that the holder  would have owned or been  entitled to receive had
such shares of Series A Preferred Stock been converted immediately prior to such
record date or effective date and the resulting Common Stock had been subject to
such dividend, distribution, subdivision or combination.

         C.  No  fractional  shares  of  Common  Stock,  or  scrip  representing
fractional  shares of Common Stock,  shall be issued upon the  conversion of the
shares of Series A Preferred  Stock. If the conversion of the shares of Series A
Preferred Stock results in a fractional  share of Common Stock,  such fractional
share shall be  disregarded  and the number of shares of Common  Stock  issuable
upon conversion shall be the next higher number of such shares.

         D. In case of (i) any  reclassification  or change  of the  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),  (ii) any  consolidation or merger of the Corporation with any
other corporation (other than a merger in which the Corporation is the surviving
or continuing corporation and its outstanding capital stock is unchanged), (iii)
any  sale  or  transfer  of  all or  substantially  all  of  the  assets  of the

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Corporation or (iv) any share exchange  pursuant to which all of the outstanding
shares of Common Stock are  converted  into other  securities  or property,  the
Corporation  shall  in each  such  case  make  appropriate  provision  or  cause
appropriate  provision  to be made so that the  holder  of  shares  of  Series A
Preferred Stock then outstanding shall have the right thereafter to convert each
such  share of  Series A  Preferred  Stock  into  the kind and  amount  of other
securities and property  receivable upon such  reclassification,  consolidation,
merger,  sale, transfer or share exchange by a holder of the number of shares of
Common  Stock into which each such share of Series A Preferred  Stock might have
been  converted  immediately  prior  to  such  reclassification,  consolidation,
merger, sale, transfer or share exchange.  To the extent that as a result of any
such reclassification,  consolidation,  merger, sale, transfer or share exchange
the Series A Preferred Stock becomes  convertible into a new common stock of the
Corporation  or the common stock of any other  corporation  involved in a merger
with the Corporation,  the Corporation shall make appropriate provision or cause
appropriate  provision to be made so that the  Conversion  Price with respect to
such new common stock shall be subject to further  adjustment  from time to time
in a manner and on terms as nearly  equivalent as  practicable to the provisions
with respect to Common Stock  contained in this Article V. If in connection with
any  such  reclassification,  consolidation,  merger,  sale,  transfer  or share
exchange,  each holder of shares of Common Stock is entitled to elect to receive
alternative  forms of  consideration  upon completion of such  transaction,  the
Corporation  shall  provide  or cause to be  provided  to the holder of Series A
Preferred  Stock upon  conversion  thereof the shares of capital  stock or other
securities or property receivable by a holder of Common Stock who failed to make
an  election  with  respect  to the  form of  consideration  receivable  in such
transaction. The Corporation shall not effect any such transaction without first
complying  with this  paragraph D. The foregoing  provisions of this paragraph D
shall similarly apply to successive reclassifications,  consolidations, mergers,
sales, transfers or share exchanges.

                                   ARTICLE VI
                                  Voting Rights

         Each share of Series A  Preferred  Stock shall be entitled to ten votes
per share.

                                  ARTICLE VII
                                 Transferability

         The  shares  of Series A  Preferred  Stock  shall  not be  transferred,
assigned, pledged or hypothecated.



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         IN WITNESS WHEREOF,  this Certificate of Designations,  Preferences and
Rights is  executed on behalf of the  Corporation  as of the 3rd day of October,
2002.



                                    US PATRIOT, INC.



                                    BY:   /s/ Phillips N. Dee
                                          -------------------------------
                                          Name: Phillips N. Dee
                                          Title:  President


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