EXHIBIT 10.32


                          CERTIFICATE OF DESIGNATIONS,
               PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK
                           OF DATAMETRICS CORPORATION


      DATAMETRICS  CORPORATION,  a  Delaware  corporation  (the  "Corporation"),
hereby certifies that pursuant to the authority  contained in its Certificate of
Incorporation, and in accordance with Section 151 of the General Corporation Law
of the State of Delaware (the "Delaware General  Corporation Law"), its Board of
Directors has adopted the following resolution:

            RESOLVED, that a series of Preferred Stock of the Corporation, to be
      designated  "Series B  Preferred  Stock" be, and hereby is,  created,  the
      Series B  Preferred  Stock to consist of  1,500,000  shares,  of which the
      preferences and relative participating, optional and other rights, and the
      qualifications,  limitations,  or  restrictions  of such  preferences  and
      rights,  are as set forth in the Certificate of Designations,  Preferences
      and  Rights  of  Series  B  Cumulative   Redeemable  Preferred  Stock,  in
      substantially  the form, and containing  substantially  the terms,  of the
      draft  thereof   attached  hereto  as  Exhibit  A  (the   "Certificate  of
      Designations") and incorporated  herein by reference,  such Certificate of
      Designations being deemed to have been set forth herein in its entirety by
      reference hereto.

      The  qualifications,  limitations or restrictions of such  preferences and
rights of such Series B Preferred Stock are as follows:

      Section 1. Definitions.

      Board of Directors.  The term "Board of Directors" shall mean the Board of
Directors of the Corporation.

      Business  Day. The term  "Business  Day" shall mean any day,  other than a
Saturday  or  Sunday  or a day on  which  banks  in the  State  of New  York are
authorized or required by law, regulation or executive order to close.

      Capital  Stock.  The term  "Capital  Stock" shall mean (i) the  authorized
shares  of the  Company's  capital  stock,  including  all  classes  of  common,
preferred,  voting and  nonvoting  capital  stock,  (ii) any rights,  options or
warrants  to  purchase  any  capital  stock  (including  all  classes of common,
preferred,  voting  and  nonvoting  capital  stock)  of the  Company,  and (iii)
securities of any type whatsoever that are, or may become,  convertible  into or
exercisable or exchangeable  for, or that carry or may carry rights to subscribe
for, any capital stock (including all classes of common,  preferred,  voting and
nonvoting capital stock) of the Company, including options and warrants.

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      Common  Stock.  The term "Common  Stock" shall mean (a) all classes of the
common stock of the Company, (b) any other Capital Stock of the Company, however
designated,  authorized  on or after the date  hereof,  which  shall  neither be
limited  to a fixed sum or  percentage  of par value in respect of the rights of
the holders  thereof to participate in dividends nor entitled to a preference in
the  distribution  of assets  upon the  voluntary  or  involuntary  liquidation,
dissolution or winding up of the Company and (c) any other securities into which
or for  which  any of the  securities  described  in  clause  (a) or (b)  may be
converted or exchanged pursuant to a plan of  recapitalization,  reorganization,
merger, consolidation, sale of assets or other similar transaction.

      Dividend  Payment Date.  The term  "Dividend  Payment Date" shall have the
meaning set forth in Section 3 hereof

      Dividend  Period.  The term "Dividend  Period" shall mean the period from,
and including,  the Initial Issue Date to, but not including, the first Dividend
Payment Date, and  thereafter  each  quarterly  period from, and including,  the
Dividend Payment Date to, but not including,  the next Dividend Payment Date (or
earlier date on which dividends are paid).

      Initial Issue Date. The term "Initial Issue Date" shall mean the date that
shares of Series B Preferred Stock are first issued by the Corporation.

      Liquidation.  The  term  "Liquidation"  shall  mean (i) any  voluntary  or
involuntary liquidation,  dissolution or winding up of the Corporation, (ii) the
merger or consolidation  of the Corporation with or into any other  corporation,
partnership or entity in which the stockholders of the Corporation  receive cash
or securities in complete exchange for the Capital Stock of the Corporation then
held by them and the shareholders of the Corporation  immediately  prior to such
event of Liquidation do not own a majority of the  outstanding  shares of voting
stock of the surviving  Person or (iii) a distribution of property or funds from
the  Corporation  to its  stockholders  in  connection  with  the sale of all or
substantially all of the assets of the Corporation.

      Liquidation  Preference Amount.  The term "Liquidation  Preference Amount"
shall have the meaning set forth in Section 2 hereof

      Person.  The term "Person" (or "Persons" as the context may require) means
an individual, a corporation, a partnership,  limited liability company, a firm,
a joint venture,  an association,  a trust, an  unincorporated  organization,  a
government,  foreign or domestic, or any agency or political subdivision thereof
or any other entity engaging in commercial activities.

      Preferred Stock.  The term "Preferred  Stock" shall mean the Capital Stock
of the Corporation issued from time to time by the Corporation and designated as
Preferred  Stock of the  Corporation in its  Certificate of  Incorporation  or a
certificate  of  designation  adopted  and filed  pursuant to Section 151 of the
Delaware General Corporation Law.

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      Record Date. The term "Record Date" shall mean, for any class or series of
Capital  Stock,  the date  designated  by the Board of  Directors  at the time a
dividend is declared as the date for  determining  holders of record entitled to
such dividend;  provided,  however, that such Record Date shall be the first day
of the calendar  month in which the  applicable  Dividend  Payment Date falls or
such  other  date  designated  by the  Board of  Directors  for the  payment  of
dividends  that is not more  than  thirty  (30) days nor less than ten (10) days
prior to such Dividend Payment Date.

      Section 2.  Designation  and Amount.  There shall be a series of Preferred
Stock of the  Corporation  designated as "Series B Preferred  Stock",  par value
$.001 per share,  and the number of shares  constituting  such  series  shall be
1,500,000.  The Series B  Preferred  Stock shall  entitle the holder  thereof to
exercise the voting rights,  to participate in the  distribution and to have the
benefits as set forth  herein and in the  Certificate  of  Incorporation  of the
Corporation and as required by applicable law. The liquidation preference amount
("Liquidation  Preference  Amount")  of each share of Series B  Preferred  Stock
shall be $1.50.

      Section 3. Dividends and Distributions.

            (a) Dividends shall accrue and be cumulative on each share of Series
B Preferred Stock from the Initial Issue Date. The holders of Series B Preferred
Stock shall be entitled to receive,  before any  dividend  shall be declared and
paid upon or set aside for any other Capital Stock, dividends payable in cash or
Common Stock of the Corporation,  at the option of the Corporation,  at the rate
per annum per share equal to four percent (4%) and the Board of Directors  shall
declare and cause such  dividends to be paid out of funds legally  available for
such  purpose,  and no  more,  payable  in  annual  payments  on the last day of
November in each year (each a "Dividend Payment Date"), unless such day is not a
Business Day, in which case on the next Business Day, commencing on November 30,
2006,  to holders of record as they  appear on the stock  transfer  books of the
Corporation on the  applicable  Record Date.  Dividends  payable on the Series B
Preferred Stock for all periods,  including any period less than a full quarter,
shall be computed on the basis of a 365 or 366 day year, as the case may be, and
paid for the actual number of days elapsed.

            (b)  Dividends  on  shares  of  Series B  Preferred  Stock  shall be
cumulative  from the  Initial  Issue  Date  (whether  or not there  shall be net
profits or assets of the Corporation  legally  available for the payment of such
dividends),  so that if at any time  dividends upon shares of Series B Preferred
Stock  shall not have been paid or  declared  and a sum  sufficient  for payment
thereof set apart, the amount of the deficiency in such dividends shall be fully
paid or  dividends  in such  amount  shall be declared on the shares of Series B
Preferred  Stock and a sum sufficient for the payment thereof shall be set apart
for such  payment,  before any  dividend  shall be declared or paid or any other
distribution  ordered or made upon any other Capital Stock and before any sum or
sums  shall be set aside  for or  applied  to the  purchase,  redemption,  other
retirement or  acquisition of any other Capital  Stock.  All dividends  declared
upon the Series B  Preferred  Stock shall be  declared  pro rate per share.  All
payments due under this Section 3 to any holders of shares of Series B Preferred
Stock  shall be made to the  nearest  cent.  So long as there  exist any accrued
dividends,  the Corporation shall not pay or declare any dividends on or make or
set aside any other distribution on any other Capital Stock.

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      Section 4. Liquidation Preference Amount.

            (a) In the event of any  Liquidation,  each holder of an outstanding
share of Series B Preferred Stock shall be entitled to receive,  and be paid out
of the assets of the Corporation  available for distribution to its stockholders
(in cash, if available),  after payment or provision of payment of all debts and
other liabilities of the Corporation, whether from capital, surplus or earnings,
the Liquidation  Preference Amount, plus all accumulated and unpaid dividends on
such  share to the date of  final  distribution  to the  holder  of such  share,
regardless of whether declared, and no more, before any payment shall be made or
any assets  distributed  (i) to the holders of any Capital Stock ranking  junior
(either as to dividends or upon Liquidation) to the Series B Preferred Stock, or
(ii) to the  holders  of any  Capital  Stock  ranking  on parity  (either  as to
dividends  or upon  Liquidation)  with the  Series  B  Preferred  Stock,  except
distributions  made  ratably on the Series B Preferred  Stock and all other such
parity Stock in proportion to the total amounts to which the holders of all such
Series B Preferred Stock are entitled upon Liquidation.

            (b) If, upon any Liquidation of the  Corporation,  the assets of the
Corporation,  or the proceeds  thereof,  to be distributed  to its  stockholders
shall be insufficient  to pay all the holders of the  outstanding  shares of the
Series  B  Preferred  Stock  the  Liquidation  Preference  Amount  of  all  such
outstanding  shares plus all accumulated and unpaid dividends on all such shares
to the date of the final  distribution to the holders thereof,  then such lesser
amounts shall be distributed ratably among the holders of the outstanding shares
of Series B  Preferred  Stock  based on the  amounts  they  would  otherwise  be
entitled to receive in such  Liquidation were payment to be made in full, and no
distributions  shall be made to the  holders  of any  Capital  Stock  upon  such
Liquidation.  After payment in full of the Liquidation Preference Amount and any
accumulated and unpaid dividends in respect of the Series B Preferred Stock upon
Liquidation,  the holders of such shares in their  capacity as such shall not be
entitled  to  any  further  right  or  claim  to  the  remaining  assets  of the
Corporation.

      Section 5. Voting Rights and Board Representation.

            (a) The Corporation  shall not, and shall cause its subsidiaries not
to, without the prior consent or  affirmative  vote of the holders of a majority
of the shares of the Series B Preferred Stock  outstanding at the time, given in
person or by proxy,  either in writing or at a meeting  (such Series B Preferred
Stock voting separately as a class):

                  (A) authorize, designate or issue, whether by reclassification
or  otherwise,  any  security  ranking  senior,  equal or junior to the Series B
Preferred  Stock in right  of  redemption,  liquidation,  voting  or  dividends,
whether by  amendment  to its  Certificate  of  Incorporation,  certificates  of
designation or otherwise;

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                  (B) enter into any transaction or agreement with affiliates on
terms more  favorable to the  Corporation  than it would obtain in a transaction
between unrelated parties;

                  (C)  incur   indebtedness   for  borrowed  money  from  banks,
insurance companies or other financing  institutions in excess of $100,000 other
than indebtedness contemplated in a budget approved by the Board of Directors,

                  (D) make any material  change in the nature of its business as
carried on at the date hereof or as  contemplated in the annual business plan as
approved by the Board of Directors;

                  (E) amend, alter or repeal any provision of its Certificate of
Incorporation  or Bylaws  that  alters or changes  the  voting or other  powers,
preferences,  or other  rights  appurtenant  to the  Series B  Preferred  Stock,
whether by merger, consolidation or otherwise;

                  (F) become obligated to make expenditures in excess of $50,000
except in the  ordinary  course of business or pursuant to a budget  approved by
the Board of Directors;

                  (G) merge, consolidate,  liquidate, wind up or dissolve itself
or convey, sell, lease,  transfer or otherwise dispose of, in one transaction or
a series of transactions,  all or any part of the business,  properties or fixed
assets of the  Corporation,  or any  subsidiary,  or acquire by purchase  all or
substantially  all of the  business,  properties or fixed assets of, or stock in
any business;

                  (H) declare or pay any  dividends,  return any capital or make
any distribution of assets to its stockholders except for a stock split;

                  (I) redeem or repurchase any outstanding stock or warrants;

                  (J)  increase  the  number of shares  reserved  under any plan
adopted by the  Corporation  for issuance of equity to  employees,  non-employee
directors and consultants; and (K) appoint, hire, remove or change any executive
officer of the Corporation.

            (b) The Corporation shall not amend,  alter or repeal the provisions
of this  Certificate,  whether by merger,  consolidation or otherwise,  so as to
adversely affect any right, preference,  privilege or voting power of the Series
B Preferred Stock or the holders thereof.

            (c) The  Preferred  Series B, as a class,  shall be  entitled to the
right to appoint two (2) members to the Board of Directors of the Corporation.

      Section 6. Ranking.

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      The Series B Preferred  Stock shall,  with respect to dividend  rights and
distributions  upon  Liquidation,  rank (i) senior to the Capital Stock,  issued
from time to time by the Corporation. other than any series of Capital Stock the
terms of which specifically  provide that the Capital Stock of such series ranks
on parity with the Series B Preferred  Stock with respect to dividend rights and
distribution upon Liquidation, and (ii) on parity with the Capital Stock, issued
from time to time by the Corporation.  the terms of which  specifically  provide
that the shares of such Capital Stock rank on parity with the Series B Preferred
Stock with respect to dividend rights and distributions  upon  Liquidation.  The
Corporation  shall not issue any Capital  Stock the terms of which  specifically
provide that the shares of such Capital  Stock rank senior or on a parity to the
Series B Preferred Stock with respect to dividend rights or  distributions  upon
Liquidation,  unless the issuance of such Capital Stock has been approved by the
holders of Series B Preferred  Stock as  provided in Section 5. The  Corporation
shall not issue any Capital  Stock to any of the holders of Capital Stock (other
than the Series B  Preferred  Stock)  issued by the  Corporation  on the Initial
Issue Date unless the terms of such Capital Stock specifically  provide that the
shares of Series B Preferred  Stock rank senior to such shares of Capital  Stock
with respect to dividend rights and  distributions  upon  Liquidation and unless
the issuance of such Capital  Stock has been approved by the holders of Series B
Preferred Stock as provided in Section 5.

      Section 7. Certain  Restrictions.  Neither the  Corporation nor any of its
subsidiaries  shall  declare or pay any  dividends on the  Corporation's  Common
Stock  during  any  period in which  there are  outstanding  accrued  and unpaid
dividends on the Series B Preferred Stock.

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      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designations,  Preferences and Rights of its Series B Preferred Stock to be duly
executed as of this 29th day of December 2005.

                                             DATAMETRICS CORPORATION

                                             By: /s/Daniel Bertram
                                                --------------------------------
                                                  Name:  Daniel Bertram
                                                  Title: Chief Executive Officer



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