matechexh4_2.htm


    
      
        
 
Exhibit
4.2

     

     

    MATERIAL
TECHNOLOGIES, INC.

    (a
Delaware corporation)

     

    CLASS B
PREFFERED STOCK

    CERTIFICATE
OF DESIGNATIONS

     

    Material
Technologies, Inc., a Corporation organized and existing under Delaware
General
Corporation Law (the "Corporation"), by its President and Secretary,
does
hereby certify that, pursuant to authority conferred upon the Board of
Directors
(the "Board") by Paragraph 4 of the Corporation's Certificate of Incorporation
authorizing a class of Nine Hundred Thousand (900,000) shares of Preferred
Stock with a par value of one mill ($.001) per share, and pursuant to
Section
151 of the Delaware General Corporation Law, as amended, the Board duly
adopted a
resolution as follows providing for the issuance out of such class of
a series
of up to fifteen (15) shares of Class B Preferred Stock, and setting
forth the
designations and powers, preferences, and rights, including voting rights,
if any, and the qualifications, limitations, or restrictions
thereof:

     

    WHEREAS,
the Corporation's Certificate of Incorporation states, among other things,
that the Corporation is authorized to issue up Nine Hundred Thousand
(900,000)
shares of Preferred Stock, of the par value of one mill ($.001) per share,
and that the Board is granted the authority to fix, by resolution, the
designations
and powers, preferences, and rights, including voting rights, if any, and
the qualifications, limitations or restrictions thereof, if any, of such
shares;

     

    NOW,
THEREFORE, BE IT RESOLVED that the Board does hereby designate an aggregate
of
Fifteen (15) shares of its authorized but previously unissued Preferred Stock
as "Class
B Preferred Stock" which may be issued from time to time.  The
designations
and powers, preferences, and rights, including voting rights of the Class B
Preferred Stock and the qualifications, limitations, and restrictions
thereof,
shall be as follows:

     

    1.    
LIQUIDATION PREFERENCE

     

    1.1   
In the event of a liquidation, dissolution or winding up of the Corporation,
whether such be voluntary or involuntary, the holders of shares of
Class B Preferred Stock (the "Shares") shall be entitled to receive
out of the Corporation's assets, an amount equal to Ten Thousand Dollars
($10,000) per Share (the "liquidation Preference").  Such amount
shall be
paid upon all outstanding Shares before any payment shall be made or any
assets distributed to the holders of shares of Common Stock or any other
stock of any other series or class ranking junior to the Shares as to
dividends
or assets, but shall be junior and subordinate to the rights of the
holders of the Corporation's outstanding Class A Convertible Preferred
Stock.  The
holders of Shares shall not be entitled to any further
payment.

     

    1.2   
A merger or consolidation of the Corporation with another corporation
shall not
be deemed to be a liquidation, dissolution or winding up within the
meaning of this Section 1.

     

    2.    
VOTING RIGHTS  The holders of Class B Preferred Stock shall have one
vote

    per Share
on all matters on which the holders of Common Stock have the right
to

    vote.

     

    3.    
DIVIDENDS.  The Shares shall participate in all cash dividends
declared and paid with
respect to the Common Stock to the extent set forth in this Section 3.
Each time
a cash dividend is paid on the Common Stock there shall also be paid
with
respect to each outstanding share of Class B Preferred Stock an amount
determined
by multiplying the aggregate amount of the dividend paid with respect
to the
Common Stock by a fraction (I) the numerator of which is 3,214,480 and
(ii) the
denominator of which is the number of shares of Common Stock on which
the
dividend was paid, and (x) multiplying the resulting product by thirty
percent
(30%) and then (y) dividing the resulting product by five hundred ten
(510).

     

     

    
      
         

      

      
        1

        
          
 

      

      
         

      

    

     

    4.   
REDEMPTION  The Shares may be redeemed at the option of the
Corporation at any time
upon payment to holders thereof Ten Thousand Dollars ($10,000) per Share,
plus any unpaid dividends to which such holders are entitled under Section 3
above.  The Corporation has the option to redeem less than all
outstanding
Shares.  If less than all of the outstanding Shares are redeemed,
the
Corporation shall select the Shares to be redeemed pro rata, by lot or other
means
deemed fair by the Board, but the Corporation may not redeem only a fraction
of a Share.  The Shares shall be redeemed at the option of the holders
thereof
at any time after January 31, 2002.

     

     

    IN
WITNESS WHEREOF, Material Technologies, Inc., has caused this Certificate of
Designation
to be signed by its President and attested by its Secretary on this 9th day
of March, 1997, and each of such persons hereby affirms under penalty of
perjury
that this Certificate of Corporation and that the facts stated herein
are true
and correct.

     

     

    MATERIAL
TECHNOLOGIES, INC.

     

    By /s/
Robert M.
Bernstein                


    Robert M.
Bernstein, President

     

     

    Attest:

     

    /s/
Joel R.
Freedman                           


    Joel R.
Freedman, Secretary

     

     

     

     

     

     

     

     

    

      
        
           


        

        
          2