Exhibit 10.13

                              AMENDED AND RESTATED

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                          BIOACCELERATE HOLDINGS, INC.

                      (Pursuant to Nevada Revised Statutes)

                      ------------------------------------

      Bioaccelerate  Holdings,  Inc., a corporation organized and existing under
the laws of the State of Nevada (the "Company"), hereby certifies that, pursuant
to the  authority  vested in the Board of Directors of the Company (the "Board")
by  the  Certificate  of  Incorporation  of the  Company  (the  "Certificate  of
Incorporation"),  as amended, the following resolution was adopted as of October
13, 2005 by the Board pursuant to the applicable Nevada Revised Statutes:

      RESOLVED,  that  pursuant  to the  authority  granted to and vested in the
Board in accordance with the provisions of the Certificate of Incorporation,  as
amended,  there shall be created a series of Preferred Stock,  $0.001 par value,
which series shall have the following  designations and number thereof,  powers,
preferences, rights, qualifications, limitations and restrictions:

      1.  Designation  and Number of Shares.  There shall  hereby be created and
established  a series of Preferred  Stock  designated  as "Series A  Convertible
Preferred  Stock" (the "Series A Preferred  Stock").  The  authorized  number of
shares of Series A Preferred  Stock shall be 5,500,000  shares;  provided,  that
whatever  number of shares of Series A Preferred Stock is not issued and sold in
the offering of Series A Preferred Stock being undertaken contemporaneously with
the  creation of the Series A Preferred  Stock shall be  cancelled,  retired and
eliminated by the Company from the shares of Series A Preferred  Stock which the
Company  shall be  authorized  to issue.  Any such  shares of Series A Preferred
Stock so cancelled,  retired and eliminated  shall have the status of authorized
and unissued shares of Preferred  Stock issuable in undesignated  Series and may
be  redesignated  and  reissued  in any series  other than as Series A Preferred
Stock.

      2. Conversion.

      (a) Right to  Convert.  Each share of Series A  Preferred  Stock  shall be
convertible  into a number of shares of the Company's  common  stock,  par value
$0.001 per share (the "Common Stock") equal to the applicable Liquidation Amount
(as defined in Section 5 hereof) divided by the then applicable Conversion Price
(as defined  herein) upon the earlier to occur of (i) the election of the holder
to convert (an "Optional Conversion"), in whole or in part, at any time, or from
time to time,  commencing  with date of the  issuance  of such share of Series A
Preferred  Stock  (the  "Issuance  Date") or (ii) the  earliest  to occur of the
following dates (an "Automatic Conversion"):
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(A) the date, at any time after the one year  anniversary  of the Issuance Date,
upon which both (x) the average of the Market  Price (as  defined  herein) for a
share of Common Stock for a period of at least thirty  consecutive  Trading Days
(as defined herein) exceeds Three Hundred Per Cent (300%) of the then-applicable
Conversion  Price and (y) the average of the trading volume for the Common Stock
during such period exceeds 100,000 shares per day (subject to adjustment of such
trading  volume  threshold in the event of stock  splits,  reverse stock splits,
stock dividends, recapitalizations or similar events) shares per Trading Day and
the shares of Common Stock issued upon such  conversion  are  registered at such
time under an effective registration statement; (B) upon the affirmative vote of
the holders of a majority of the then  outstanding  shares of Series A Preferred
Stock;  or (C)  immediately  prior  to the  closing  of an  underwritten  public
offering of the  Company's  Common  Stock for  aggregate  gross  proceeds to the
Company  of not less than One  Hundred  Million  Dollars  ($100,000,000)  if the
public  offering  price of the Company's  Common Stock is at least two (2) times
the then applicable  Conversion Price and the shares of Common Stock issued upon
such  conversion  are  registered  at such time under an effective  registration
statement.

      (b) As used herein,  "Market Price" means,  with respect to any applicable
security as of any  applicable  date,  (i) the last closing  trade price of such
security on whichever national securities exchange or trading market (including,
without  limitation,  the Nasdaq and the OTC  Bulletin  Board) is the  principal
trading  market  where such  security is listed by the Company for trading  (the
"Principal Market"),  as reported by Bloomberg,  or (ii) if the Principal Market
should  operate on an extended  hours basis and does not  designate  the closing
trade  price,  then  the  last  trade  price  of  such  security  prior  to  the
commencement of extended  trading hours on the applicable  date, but in no event
later than 4:30:00 p.m., New York local time, as reported by Bloomberg, or (iii)
if no last trade price is reported for such security by  Bloomberg,  the average
of the bid prices,  on the one hand,  and the ask prices,  on the other hand, of
all market  makers for such  security as  reported in the "pink  sheets" by Pink
Sheets LLC  (formerly  the National  Quotation  Bureau,  Inc.).  The  applicable
trading market for such  calculation,  whether it is the Principal Market or the
"pink sheets",  is hereafter  referred to as the "Trading  Market".  The Company
shall make all  determinations  pursuant to this paragraph in good faith. In the
absence of any available public quotations for the Common Stock, the Board shall
determine in good faith the fair value of the Common Stock, which  determination
shall be set forth in a certificate by the Secretary of the Company.

      As used herein,  "Trading Day" means a day on which the principal  Trading
Market with respect to the Common Stock is open for the transaction of business.

      (c)  Effecting  a  Conversion.  Immediately  upon  the  occurrence  of  an
Automatic Conversion, each holder's shares of Series A Preferred Stock, shall be
deemed  to have  been  converted  into the  applicable  number  of shares of the
Company's Common Stock in accordance with the then applicable  Conversion Price,
and certificates  evidencing such shares of Common Stock shall be issued to such
holder within five business  days after receipt of the  applicable  certificates
evidencing such holder's shares of Series A Preferred Stock, together with other
customary  documentation  (including  delivery  instructions).  The holder shall
effect any Optional  Conversion by surrendering  the certificate or certificates
representing  the  shares of Series A  Preferred  Stock to be  converted  to the
Company,  together with written notice of its election to convert and specifying
the name or names (with  address) in which a  certificate  or  certificates  for
shares of Common  Stock are to be issued (a  "Stockholder  Conversion  Notice").

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<PAGE>

Each Stockholder  Conversion Notice shall specify the number of shares of Series
A Preferred Stock to be converted and the date on which such conversion is to be
effected,  which date may be neither prior to, nor more than 10 days after,  the
date the holder delivers such Stockholder  Conversion  Notice.  If no conversion
date is specified in a Stockholder  Conversion Notice, the conversion date shall
be  the  date  that  the  Stockholder  Conversion  Notice  is  delivered.   Each
Stockholder  Conversion Notice,  once given,  shall be irrevocable.  A holder of
Series A Preferred  Stock may only convert shares of Series A Preferred Stock in
blocks equal to not less than the lesser of (i) the number of shares of Series A
Preferred  Stock,  convertible  into 15,000  shares of Common Stock and (ii) all
shares of Series A Preferred Stock then held by the  stockholder.  If the holder
is converting  less than all shares of Series A Preferred  Stock  represented by
the  certificate  or  certificates  tendered by the holder with the  Stockholder
Conversion  Notice,  the Company  shall convert the number of shares of Series A
Preferred  Stock so  specified  and shall  promptly  deliver  (but not more than
fifteen  business  days later) to such holder a  certificate  for such number of
shares as have not been  converted.  Upon an Automatic  Conversion,  the Company
shall notify each holder thereof and each holder shall surrender the certificate
or certificates representing all of the shares of Series A Preferred Stock owned
by such holder and each  holder of shares of Series A  Preferred  Stock shall be
deemed to be the holder of record of the Common Stock issued upon such Automatic
Conversion.  All fractional shares resulting from the conversion of the Series A
Preferred  Stock  shall be  rounded  up to the next  highest  whole  share.  All
certificates  representing  shares of Series A Preferred  Stock  surrendered for
conversion  shall be delivered to the Company for  cancellation  and canceled by
it. As promptly as  practicable  (but no more than ten business  days) after the
surrender of any shares of Series A Preferred  Stock, the Company shall (subject
to compliance  with the  applicable  provisions of federal and state  securities
laws)  deliver  to the  holder  of such  shares  so  surrendered  certificate(s)
representing the number of fully paid and  nonassessable  shares of Common Stock
into which such shares are  entitled to be  converted.  Upon a  conversion,  any
accrued and unpaid  dividends  shall be paid either in cash, to the extent funds
are legally available  therefor,  or shares of Common Stock valued at the Market
Price, in the sole discretion of the Company.

      (d) Conversion Price. The initial conversion price per share of the Series
A Preferred  Stock (the  "Conversion  Price"),  shall be equal to One Dollar and
Fifty Cents ($1.50) per share of Common Stock into which such number of share of
Series A Preferred  Stock is  convertible,  subject to adjustment as provided in
Section 3.

      (e) Reservation of Shares. The Company covenants that it will at all times
reserve and keep  available  out of its  authorized  and  unissued  Common Stock
solely for the purpose of issuance upon conversion of Series A Preferred  Stock,
as herein provided,  free from preemptive  rights or any other actual contingent
purchase  rights of persons  other than the holders of Series A Preferred  Stock
pursuant to this clause,  not less than such number of shares of Common Stock as
shall be issuable  upon the  conversion  of all  outstanding  shares of Series A
Preferred  Stock.  The Company  covenants  that all shares of Common  Stock that
shall be so issuable shall, upon issue, be duly and validly  authorized,  issued
and fully paid, nonassessable and freely tradeable.

      If at any time the  number of  authorized  but  unissued  shares of Common
Stock shall not be sufficient to effect the  conversion of all then  outstanding
shares of Series A Preferred  Stock, in addition to such other remedies as shall
be available to the holders of such Series A Preferred  Stock,  the Company will
take such  corporate  action  necessary to increase its  authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purposes.

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      (f) Issue Taxes.  The Company shall pay all issue taxes, if any,  incurred
in respect of the issue of shares of Common Stock on conversion.  If a holder of
shares of Series A Preferred  Stock specifies that the shares of Common Stock to
be issued on Automatic Conversion are to be issued in a name or names other than
the name or names in which such Series A  Preferred  Stock stand or the names of
affiliates of the initial  holder of such shares,  then the Company shall not be
required to pay any additional transfer or other taxes incurred by reason of the
issuance  of such  shares of  Common  Stock to the name of  another,  and if the
appropriate  transfer  taxes  shall  not have been  paid to the  Company  or the
transfer agent for the Series A Preferred  Stock, as applicable,  at the time of
Automatic Conversion of the Series A Preferred Stock, as applicable,  the shares
of Common Stock issued upon conversion  thereof may be registered in the name or
names in which the Series A Preferred  Stock,  as applicable,  were  registered,
despite the instructions to the contrary.

      3. Adjustment of Conversion Price.

      (a)  Definition  of  Additional  Stock.  For  purposes of this  Section 3,
"Additional  Shares of Common Stock"  includes all shares of Common Stock issued
by the Company after the Issuance Date, other than:

            (i)   The  Shares  of Series A  Preferred  Stock,  or the  Shares of
                  Common  Stock  issued  upon  conversion  of shares of Series A
                  Preferred Stock;

            (ii)  Shares of Common Stock (subject to appropriate  adjustment for
                  any stock dividend,  stock split, combination or other similar
                  recapitalization  affecting such shares) issuable or issued to
                  the Company's  employees,  officers,  directors or consultants
                  pursuant  to a stock  option  plan or  restricted  stock  plan
                  approved by the Board;

            (iii) Shares  of  Common  Stock  issued  or  issuable   pursuant  to
                  subsection 3(d) below;

            (iv)  Shares  of  Common  Stock or  Preferred  Stock  issuable  upon
                  exercise  of  options,   warrants   or  upon   conversion   of
                  convertible  securities or other rights  outstanding as of the
                  Issuance Date; and options,  warrants,  and other  convertible
                  securities or rights issued in connection with the sale by the
                  Company of the Series A Preferred Stock, if any; and

            (v)   Securities and options,  warrants and other rights to purchase
                  securities issued (a) to financial  institutions or lessors in
                  connections  with  commercial  credit  agreements,   equipment
                  financings   or   similar   transactions   or  (b)  to   other
                  corporations,   persons  or   entities  in   connection   with
                  acquisitions,   mergers  or  similar  business   combinations,
                  partnership  arrangements,   strategic  alliances,   licensing
                  arrangements  or  similar  non-capital  raising   transactions
                  approved  by  the  Board,   including  within  this  exception
                  securities  and  options,  warrants  and  rights  to  purchase
                  securities  issued to raise  capital  provided that the use of
                  proceeds   is   to   consummate   such   non-capital   raising
                  transactions.

      The number and kind of  securities  issuable  upon the  conversion  of the
Series A Preferred Stock and the Conversion Price shall be subject to adjustment
from time to time in accordance with the following provisions:

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<PAGE>

      (b)  Subdivision or  Combination of Shares.  In the event that the Company
shall at any time or from time to time,  prior to conversion of shares of Series
A Preferred  Stock (x) subdivide the  outstanding  shares of Common Stock into a
larger  number of shares or (y) combine the  outstanding  shares of Common Stock
into a smaller  number of shares,  then,  and in each such case,  the Conversion
Price in effect immediately prior to such event shall be adjusted (and any other
appropriate  actions  shall be taken by the  Company)  so that the holder of any
share of Series A Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other  securities of
the  Company  that such holder  would have owned or would have been  entitled to
receive upon or by reason of any of the events  described  above, had such share
of Series A Preferred Stock been converted  immediately  prior to the occurrence
of such event.  An  adjustment  made  pursuant to this Section 3(b) shall become
effective  retroactively in the case of any such subdivision or combination,  to
the close of  business  on the day upon  which  such  corporate  action  becomes
effective.

      (c) Stock Dividends.  In case Additional Shares of Common Stock are issued
as a dividend or other  distribution  on the Common  Stock (or such  dividend is
declared),  the  Conversion  Price shall be reduced,  as of the date a record is
taken of the holders of Common Stock for the purpose of receiving  such dividend
or other  distribution (or if no such record is taken, as at the earliest of the
date of such  declaration,  payment or other  distribution),  to the  Conversion
Price determined by multiplying the Conversion Price in effect immediately prior
to such  declaration,  payment  or  other  distribution  by a  fraction  (i) the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately  prior to the  declaration  or  payment  of such  dividend  or other
distribution,  and (ii) the  denominator  of which shall be the total  number of
shares of Common Stock outstanding  immediately after the declaration or payment
of such  dividend or other  distribution.  In the event that the  Company  shall
declare or pay any dividend on the Common Stock  payable in any right to acquire
Common Stock for no consideration, then the Company shall be deemed to have made
a dividend  payable in Common  Stock in an amount of shares equal to the maximum
number of shares issuable upon exercise of such rights to acquire Common Stock.

      (d)  Recapitalization  or Reclassification of Common Stock. In case of any
(i) capital  reorganization or any reclassification  (other than a change in par
value) of the capital  stock of the Company,  or (ii)  exchange or conversion of
the Common Stock for or into securities of another  corporation or other entity,
or (iii)  consolidation  or merger of the Company  with or into any other person
(other than a merger which does not result in any reclassification,  conversion,
exchange or cancellation  of outstanding  shares of Common Stock or any issuance
of Additional Shares of Common Stock) or (iv) sale, lease or other conveyance of
all or  substantially  all of the assets of the Company,  then in each  instance
referred to in the preceding  clauses (i) through (iv), the Board and the person
formed by such  consolidation  or resulting  from such  capital  reorganization,
reclassification   or  merger  or  which  acquires  (by  sale,  lease  or  other
conveyance) such assets,  as the case may be, shall make provision such that the
Series A Preferred Stock shall thereafter be convertible for the kind and amount
of shares of stock,  other securities,  cash and other property  receivable upon
such capital  reorganization,  reclassification,  consolidation,  merger,  sale,
lease or other  conveyance,  as the case may be, by a holder of shares of Common
Stock  equal to the  number of shares of Common  Stock  underlying  the Series A
Preferred  Stock,  as  applicable,  issuable upon the conversion of the Series A
Preferred  Stock  immediately  prior  to the  effective  date  of  such  capital
reorganization,  reclassification,  merger, consolidation,  sale, lease or other
conveyance  and,  in each  instance  referred  to in the  preceding  clauses (i)
through (iv) (each,  a  "Transaction"),  appropriate  adjustment  (as reasonably
determined in good faith by the Board) shall be made in the  application  of the
provisions  herein set forth with respect to rights and interests  thereafter of
the holders of the Series A Preferred  Stock, to the end that the provisions set
forth herein  (including the specified  changes in and other  adjustments of the
number of shares  underlying the Series A Preferred  Stock) shall  thereafter be
applicable,  as near as  reasonably  may be, in  relation  to any such shares of
stock  or  other  securities  or  other  property  thereafter  deliverable  upon
conversion of the Series A Preferred Stock. The Company shall not enter into any
Transaction unless effective provision shall be made so as to give effect to the
provisions set forth in this subsection (d).

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      The Company shall not effect any transaction  described in this subsection
3(d) unless (i) it first gives  twenty (20) days' prior  written  notice of such
merger, consolidation,  exchange of shares, recapitalization,  reorganization or
other similar event or sale of assets (during which time the holders of Series A
Preferred  Stock shall be entitled to convert the Series A Preferred  Stock) and
(ii) the resulting successor or acquiring entity (if not the Company) assumes by
written  instrument the obligations of this  subsection  3(d). The provisions of
this  subsection  3(d)  shall  similarly  apply  to  successive  consolidations,
reorganizations,  reclassifications,  exchanges,  conversions,  mergers,  sales,
leases and other conveyances.

      (e) Issuance of Stock at Less than Conversion  Price. If the Company shall
issue any Additional  Shares of Common Stock after the Issuance Date (other than
as  provided  in  the  foregoing   subsections   3(b)  through  3(d)),   for  no
consideration or for a consideration per share less than the Conversion Price in
effect on the date of and immediately  prior to such issue,  then in such event,
the Conversion Price shall be reduced,  concurrently with such issue, to a price
equal to the quotient obtained by dividing:

            (i)   an amount  equal to (x) the  total  number of shares of Common
                  Stock  outstanding  immediately prior to such issuance or sale
                  multiplied by the Conversion Price in effect immediately prior
                  to such issuance or sale, plus (y) the Aggregate Consideration
                  Received  (as such term is defined in  subsection  3(g)(v)) or
                  deemed to be  received by the  Company  upon such  issuance or
                  sale, by

            (ii)  the  total  number  of  shares  of  Common  Stock  outstanding
                  immediately after such issuance or sale.

      (f)  Issuance of Options and  Convertible  Securities  Deemed  Issuance of
Additional  Shares of Common Stock. If the Company,  at any time or from time to
time after the Issuance  Date,  shall issue any  options,  warrants or rights to
purchase  Common Stock  (collectively,  "Options") or securities  that, by their
terms,  directly or indirectly,  are convertible into or exchangeable for shares
of Common  Stock  ("Convertible  Securities")  (in each case  other  than  those
securities  excluded,  pursuant to Section 3, from the definition of "Additional
Shares of Common  Stock") or shall fix a record  date for the  determination  of
holders  of any class of  securities  entitled  to receive  any such  Options or
Convertible  Securities,  in each case  other than  those  securities  excluded,
pursuant  to  Section 3, from the  definition  of  "Additional  Shares of Common
Stock",  then the maximum  number of shares of Common Stock (as set forth in the
instrument  relating thereto without regard to any provision  contained  therein
for a subsequent  adjustment of such number)  issuable upon the exercise of such
Options or, in the case of  Convertible  Securities  and Options  therefor,  the
conversion  or exchange of such  Convertible  Securities,  shall be deemed to be
Additional  Shares of Common Stock issued under this  Certificate as of the time
of such issue or, in case such a record  date shall have been  fixed,  as of the
close of business on such record date,  provided  that in any such case in which
Additional Shares of Common Stock are deemed to be issued:

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            (i)   no further  adjustment in the  Conversion  Price shall be made
                  upon the subsequent issue of Convertible  Securities or shares
                  of  Common   Stock  upon  the  exercise  of  such  Options  or
                  conversion  or exchange of such  Convertible  Securities  and,
                  upon the  expiration of any such Option or the  termination of
                  any  such  right  to  convert  or  exchange  such  Convertible
                  Securities,  the  Conversion  Price  then in effect  hereunder
                  shall  forthwith be increased  to the  Conversion  Price which
                  would  have been in effect at the time of such  expiration  or
                  termination had such Option or Convertible Securities,  to the
                  extent  outstanding  immediately  prior to such  expiration or
                  termination,  never been issued, and the Common Stock issuable
                  thereunder shall no longer be deemed to be outstanding;

            (ii)  if such  Options  or  Convertible  Securities  by their  terms
                  provide,  with  the  passage  of  time or  otherwise,  for any
                  increase  in the  consideration  payable  to the  Company,  or
                  decrease  in the  number of shares of Common  Stock  issuable,
                  upon  the  exercise,   conversion  or  exchange  thereof,  the
                  Conversion  Price computed upon the original issue thereof (or
                  upon the  occurrence  of a record date with respect  thereto),
                  and any subsequent adjustments based thereon,  shall, upon any
                  such increase or decrease becoming effective, be recomputed to
                  reflect such  increase or decrease  insofar as it affects such
                  Options or the rights of  conversion  or  exchange  under such
                  Convertible Securities, provided that no readjustment pursuant
                  to this  clause (B) shall have the  effect of  increasing  the
                  Conversion  Price to an amount which  exceeds the lower of (i)
                  the Conversion Price on the original  adjustment date, or (ii)
                  the  Conversion  Price  that  would  have  resulted  from  any
                  issuance  of  Additional  Shares of Common  Stock  between the
                  original adjustment date and such readjustment date; and

            (iii) if such  Options  or  Convertible  Securities  by their  terms
                  provide,  with  the  passage  of  time or  otherwise,  for any
                  decrease  in the  consideration  payable  to the  Company,  or
                  increase  in the  number of shares of Common  Stock  issuable,
                  upon  the  exercise,   conversion  or  exchange  thereof,  the
                  Conversion  Price computed upon the original issue thereof (or
                  upon the  occurrence  of a record date with respect  thereto),
                  and any subsequent adjustments based thereon,  shall, upon any
                  such decrease or increase becoming effective, be recomputed to
                  reflect such  decrease or increase  insofar as it affects such
                  Options or the rights of  conversion  or  exchange  under such
                  Convertible Securities, provided that no readjustment pursuant
                  to this  clause (C) shall have the  effect of  decreasing  the
                  Conversion  Price to an amount which  exceeds the lower of (i)
                  the Conversion Price on the original  adjustment date, or (ii)
                  the  Conversion  Price  that  would  have  resulted  from  any
                  issuance  of  Additional  Shares of Common  Stock  between the
                  original adjustment date and such readjustment date.

      (g) Other  Provisions  Applicable to Adjustment  Under this Section 3. The
following  provisions  shall be applicable to the  adjustments in the Conversion
Price as provided in this Section 3.

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<PAGE>

            (i)   Treasury  Shares.  The number of shares of Common Stock at any
                  time  outstanding  shall not include any shares  thereof  then
                  directly or indirectly  owned or held by or for the account of
                  the Company.

            (ii)  Other Action Affecting Common Stock. If the Company shall take
                  any  action  affecting  the  outstanding  number  of shares of
                  Common  Stock  other  than an action  described  in any of the
                  foregoing  subsections  3(b) through  3(f) hereof,  inclusive,
                  which would have an  inequitable  effect on the holders of the
                  Series A Preferred  Stock,  then the Conversion Price shall be
                  adjusted  in such manner and at such times as the Board on the
                  advice of the Company's  independent public accountants may in
                  good faith determine to be equitable in the circumstances.

            (iii) Minimum  Adjustment.  No  adjustment of the  Conversion  Price
                  shall be made if the amount of any such adjustment would be an
                  amount less than one percent (1%) of the Conversion Price then
                  in effect, but any such amount shall be carried forward and an
                  adjustment in respect thereof shall be made at the time of and
                  together with any subsequent  adjustment which,  together with
                  such  amount  and any  other  amount  or  amounts  so  carried
                  forward,  shall  aggregate  an  increase  or  decrease  of one
                  percent (1%) or more.

            (iv)  Certain  Adjustments.   The  Conversion  Price  shall  not  be
                  adjusted  upward except in the event of a  combination  of the
                  outstanding  shares of Common  Stock into a smaller  number of
                  shares of Common Stock.

            (v)   Determination of Consideration.

                  (A)   For purposes of subsection  3(e), the "Effective  Price"
                        of  Additional  Shares of Common  Stock  shall  mean the
                        quotient  determined  by  dividing  the total  number of
                        Additional  Shares of Common  Stock  issued or sold,  or
                        deemed to have been issued or sold,  by the  Corporation
                        under subsection 3(e), into the Aggregate  Consideration
                        Received,  or  deemed  to  have  been  received,  by the
                        Company  under this  subsection  3(e),  for the issue of
                        such Additional Shares of Common Stock.

                  (B)   For  purposes of this  Subsection  3(f),  the  Aggregate
                        Consideration  Received  by the Company for the issue of
                        any Additional  Shares of Common Stock shall be computed
                        as follows:

                  (A)   Cash and Property: Such consideration shall:

                        (1)   insofar as it consists of cash, be computed at the
                              aggregate  gross  amount of cash  received  by the
                              Company before  deduction of any  underwriting  or
                              similar  commissions,  compensation or concessions
                              paid or allowed by the Company in connection  with
                              such issue or sale and  without  deduction  of any
                              expenses  payable  by the  Company  and  excluding
                              amounts  paid or payable for  accrued  interest or
                              accrued dividends;

                        (2)   insofar  as it  consists  of  property  other than
                              cash, be computed at the fair market value thereof
                              at the time of such issue,  as  determined in good
                              faith by the  Board;  and in the event  Additional
                              Shares of Common  Stock are issued  together  with
                              other shares or  securities or other assets of the
                              Company for  consideration  which covers both,  be
                              the proportion of such  consideration so received,
                              computed as provided in clauses (1) and (2) above,
                              as determined in good faith by the Board.

                                       13
<PAGE>

                  (B)   Options and Convertible  Securities.  The  consideration
                        per share received by the Company for Additional  Shares
                        of Common Stock  deemed to have been issued  pursuant to
                        subsection 3(f)(ii), relating to Options and Convertible
                        Securities, shall be determined by dividing

                        (1)   the total amount,  if any,  received or receivable
                              by the Company as  consideration  for the issue of
                              such Options or Convertible  Securities,  plus the
                              minimum    aggregate    amount    of    additional
                              consideration  (as set  forth  in the  instruments
                              relating thereto,  without regard to any provision
                              contained  therein for a subsequent  adjustment of
                              such  consideration)  payable to the Company  upon
                              the exercise of such Options or the  conversion or
                              exchange of such Convertible Securities, or in the
                              case of Options for  Convertible  Securities,  the
                              exercise   of   such   Options   for   Convertible
                              Securities  and the conversion or exchange of such
                              Convertible Securities, by
                        (2)   the maximum  number of shares of Common  Stock (as
                              set  forth in the  instruments  relating  thereto,
                              without regard to any provision  contained therein
                              for  a  subsequent   adjustment  of  such  number)
                              issuable  upon the exercise of such Options or the
                              conversion   or  exchange   of  such   Convertible
                              Securities.

      (h) No Impairment.  The Company will not, by amendment of its  Certificate
of   Incorporation   or  through   any   reorganization,   transfer  of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or  performed  hereunder by the Company but will at all
times in good faith assist in the carrying out of all the  provisions of Section
3 and in the taking of all such action as may be  necessary  or  appropriate  in
order to protect the conversion  rights of the holders of the Series A Preferred
Stock against impairment.

      (i) Notices of Adjustments.  Whenever the Conversion  Price is adjusted as
herein provided,  the Chief Financial Officer (or other senior executive officer
in the absence of such person) of the Company shall, in good faith,  compute the
adjusted Conversion Price in accordance with the foregoing  provisions and shall
prepare a written  certificate  setting forth such adjusted Conversion Price and
showing  in detail  the facts upon  which  such  adjustment  is based,  and such
written  instrument  shall  promptly be delivered  to each record  holder of the
Series A Preferred Stock.

                                       14
<PAGE>

      4. Ranking.

The  Series  A  Preferred  Stock  shall  rank,  as  to  dividends,  rights  upon
liquidation, dissolution or winding up, senior and prior to (i) the Common Stock
and (ii) each other class or series of capital  stock of the  Company  hereafter
created which does not expressly  rank pari passu with or senior to the Series A
Preferred Stock, as applicable,  except as otherwise approved by the affirmative
vote or consent of the holders of a majority of the outstanding shares of Series
A Preferred  Stock pursuant to Section 9 hereof.  (All equity  securities of the
Company to which the Series A Preferred  Stock  ranks  senior to,  whether  with
respect  to  dividends,  rights  upon  liquidation,  dissolution,  winding up or
otherwise,  including the Common Stock, are  collectively  referred to herein as
"Junior  Securities," all equity securities of the Company to which the Series A
Preferred  Stock ranks on a parity  with,  whether  with respect to dividends or
upon  liquidation,  dissolution,  winding  up  or  otherwise,  are  collectively
referred  to herein as  "Parity  Securities"  and all equity  securities  of the
Company to which the Series A Preferred Stock ranks junior, whether with respect
to  dividends or upon  liquidation,  dissolution,  winding up or  otherwise  are
collectively referred to herein as "Senior Securities").

      5. Liquidation Rights.

(a) Liquidation Preference.  Upon a voluntary or involuntary liquidation,  under
applicable bankruptcy or reorganization  legislation,  or dissolution or winding
up of the Company,  (each a  "Liquidation"),  before any  distribution of assets
shall be made to the holders of Junior  Securities,  the holder of each share of
Series A Preferred Stock then outstanding shall be paid out of the assets of the
Company legally  available for distribution to its stockholders  (the "Available
Assets") an amount per share equal to the "Liquidation  Amount." For purposes of
a Liquidation,  the "Liquidation Amount" shall mean the original issue price per
share of the Series A Preferred  Stock  ($6.00,  as adjusted  for stock  splits,
dividends,  combinations  or other  recapitalization  of the Series A  Preferred
Stock)  plus  any  accrued  and  unpaid  dividends   thereon  (the  "Liquidation
Preference").   Upon  the  completion  of  the  distribution  required  by  this
subsection  5(a),  and any other  distribution  to any other  class or series of
Senior Securities,  if assets remain in the Company, the remaining assets of the
Company  available for distribution to stockholders  shall be distributed  among
the holders of shares of any other series of preferred  stock in accordance with
their  respective  terms,  then to the holders of Common Stock pro rata based on
the  number of shares  of the  Common  Stock  actually  outstanding  and held by
holders of shares of Common Stock. Notwithstanding the foregoing, if the holders
of the Series A Preferred Stock would receive on an as-converted basis an amount
greater  than the  Liquidation  Preference,  such  holders  shall be entitled to
receive such greater amount.  In the event of any "Deemed  Liquidation" (as such
term is  hereinafter  defined),  the holder of each share of Series A  Preferred
Stock then outstanding  shall be paid out of the Available Assets the greater of
(x) the Liquidation Preference or (y) such amount as the holders of the Series A
Preferred Stock would receive on an as-converted  basis.  For purposes hereof, a
"Deemed  Liquidation"  shall be deemed to have  occurred  if the  Company  shall
effect any merger, combination,  reorganization of the Company, other than (i) a
merger,  combination or reorganization or other transaction (or a related series
of such  transactions)  in which  less than  Fifty Per Cent  (50%) of the voting
power of the Company is disposed of or in which the  stockholders of the Company
immediately  prior to such merger,  reorganization  or consolidation own greater
than Fifty Per Cent (50%) of the Company's  voting power  immediately  after, or
(ii) any transaction to which a majority in interest of the outstanding Series A
Preferred Stock has consented.

      (b) Priority.  If the Available Assets are insufficient to pay the holders
of Series A  Preferred  Stock the full  amount of the  Liquidation  Amount,  the
holders of Series A Preferred Stock, in the aggregate, will share ratably in the
distribution  of the Available  Assets in proportion to the  respective  amounts
that would  otherwise be payable in respect of the shares held by them upon such
distribution  if all amounts payable on or with respect to such shares were paid
in full.

                                       15
<PAGE>

      (c) Notice. The Company will send a written notice of a Liquidation to the
holders of record of the Series A Preferred  Stock,  stating a payment date, the
Liquidation  Amount and the place  where the  Liquidation  Amount  will be paid,
using any of the  following  delivery  methods:  (i) in person;  (ii)  mailed by
certified  or  registered  mail,  return  receipt  requested;  or (iii)  sent by
national  courier,  not less  than 25 days  prior  to the  payment  date  stated
therein.  The notice will be addressed to each holder at its address as shown by
the records of the Company.

      6.  Appraisal.  If a majority  in  interest of the holders of the Series A
Preferred  Stock  reasonably  disagrees  with any of the Board's  determinations
referred   to  in  Section  2,   Section  3  or   Section  5  above   (each,   a
"Determination"),  then the Company  and a majority in interest of such  holders
(the "Series A  Representative")  shall use good faith efforts to mutually agree
upon the designation of a single  Qualified  Appraiser (as defined below) within
seven (7) business  days of such event  requiring a  Determination.  The date of
such event requiring a Determination  shall be referred to as the "Determination
Date." If such a single  Qualified  Appraiser is  designated,  that person shall
make a Determination.  If the Company and the Series A Representative  do not so
agree upon the designation of a single  Qualified  Appraiser within such period,
then within five (5) business days following the end of such period, each of the
Company  and the Series A  Representative  by written  notice to the other shall
designate  a  Qualified  Appraiser  (or if any party fails to select a Qualified
Appraiser  within the time period  specified,  the person  selected by the other
party shall be the  Qualified  Appraiser)  and the two  Qualified  Appraisers so
designated  shall within ten (10)  business  days of their  designation  jointly
designate a third Qualified  Appraiser and solely such third Qualified Appraiser
so  designated  shall  independently  make a  Determination.  If there is only a
single  Qualified  Appraiser,  the fees and expenses of the Qualified  Appraiser
shall be paid equally by the Company and the Series A  Representative.  If three
Qualified Appraisers are appointed,  the Company shall pay the fees and expenses
of the Qualified Appraiser which it appoints,  the Series A Representative shall
pay the fees and expenses of the Qualified Appraiser which it appoints,  and the
fees and expenses of the third  Qualified  Appraiser  shall be shared equally by
the Company and the Series A Representative.  The designated Qualified Appraiser
shall make the Determination not later than ten (10) business days following the
Determination  Date. The Determination made by the Qualified  Appraiser shall be
final,  conclusive  and binding on the  parties  hereto.  None of the  Qualified
Appraisers  shall  be  affiliated  with  any  of  the  Company,   the  Series  A
Representative  or  another  Qualified  Appraiser.  For  the  purposes  of  this
Agreement,  "Qualified  Appraiser"  shall mean an individual who is engaged on a
regular basis  (although  not  necessarily  full time) in valuing  securities or
arrangements similar to this Agreement, as the case may be, and may include (but
shall not be limited to) professional business appraisers, investment bankers or
accountants.

      7. Dividends.

      Each share of Series A Preferred  Stock shall carry a cumulative  dividend
at a rate of Six Per Cent (6%) per annum, payable out of funds legally available
therefor,  prior and in preference to the payment of all other  dividends on the
Junior Securities,  quarterly in arrears (with the first payment on December 31,
2005) in cash or shares of the Company's Common Stock, at the Company's  option,
whether or not declared by the Board of  Directors.  The shares of the Company's
Common Stock issued in payment of the dividend  hereunder shall be valued at the
twenty (20) trading day trailing  average market price of the Common Stock as of
the date five (5) days prior to the dividend payment date. In the event that the
shares of Common  Stock  issued in payment of  dividends  payable  more than one
hundred eighty (180) days after the issuance of the Series A Preferred  Stock to
which  such  dividends  relate  are  not  then  registered  under  an  effective
registration statement, the Company shall only pay such dividends in cash.

                                       16
<PAGE>

      8. Voting Rights.

Each holder of outstanding shares of Series A Preferred Stock is entitled to the
number of votes equal to the number of whole  shares of Common  Stock into which
the  shares of Series A  Preferred  Stock  held of  record  by such  holder  are
convertible as of the applicable  record date at each meeting of stockholders of
the Company  (and written  actions of  stockholders  in lieu of  meetings)  with
respect to any and all matters  presented to the stockholders of the Company for
their action or  consideration.  Except as provided by law and by the provisions
of Section 9 below, the holders of shares of Series A Preferred Stock shall vote
together with the holders of Common Stock as a single class.

Notwithstanding  the above,  the Company  shall  provide each holder of Series A
Preferred  Stock  with  prior  written   notification  of  any  meeting  of  the
stockholders  (and  copies  of proxy  materials  and other  information  sent to
stockholders). In the event of any undertaking by the Company of a record of its
stockholders  for the purpose of  determining  stockholders  who are entitled to
receive  payment of any dividend or other  distribution,  any right to subscribe
for, purchase or otherwise acquire (including by way of merger, consolidation or
recapitalization) any share of any class or any other securities or property, or
to receive any other right, or for the purpose of determining  stockholders  who
are entitled to vote in connection  with any proposed sale,  lease or conveyance
of all or  substantially  all of the  assets  of the  Company,  or any  proposed
liquidation,  dissolution or winding up of the Company, the Company shall mail a
notice to each holder, at least ten (10) days prior to the record date specified
therein (or twenty (20) days prior to the  consummation  of any  transaction  or
event,  whichever  is  earlier),  of the date on which any such  record is to be
taken for the purpose of such dividend,  distribution, right or other event, and
a  brief  statement  regarding  the  amount  and  character  of  such  dividend,
distribution, right or other event to the extent known at such time.

To the extent  that under the Nevada  Revised  Statutes  ("NRS") the vote of the
holders of the Series A Preferred Stock,  voting separately as a class or series
as  applicable,  is required to  authorize a given  action of the  Company,  the
affirmative  vote or consent of the holders of at least a majority of the shares
of the Series A Preferred  Stock,  voting  together in the  aggregate and not in
separate  series  unless  required  under  the NRS,  represented  at a duly held
meeting at which a quorum is present or by written  consent of a majority of the
shares of Series A Preferred  Stock (except as otherwise  may be required  under
the NRS),  voting  together in the aggregate  and not in separate  series unless
required  under the NRS,  shall  constitute  the  approval of such action by the
class or by both series, as applicable. To the extent that under the NRS holders
of the Series A Preferred Stock are entitled to vote on a matter with holders of
Common  Stock,  voting  together as one class,  each share of Series A Preferred
Stock shall entitle the holder  thereof to cast that a number of votes per share
as is equal to the  number  of  shares of  Common  Stock  into  which it is then
convertible  using the  record  date for  determining  the  stockholders  of the
Company  eligible to vote on such matters as the date as of which the Conversion
Price is calculated.  Holders of the Series A Preferred  Stock shall be entitled
to written notice of all stockholder meetings or written consents (and copies of
proxy  materials and other  information  sent to  stockholders)  with respect to
which they would be entitled by vote, which notice would be provided pursuant to
the Company's bylaws and the NRS).

                                       17
<PAGE>

      9.  Protective  Provisions.  So long as the  shares of Series A  Preferred
Stock are outstanding,  the Company shall not, take, approve or otherwise ratify
any of the following  actions  without the consent of at least a majority of the
aggregate of the then outstanding shares of Series A Preferred Stock,  voting as
a separate series:

      (a)  authorize,  issue or agree to  authorize  or issue  any new  class or
series of Senior  Securities or Parity Securities or securities or rights of any
kind  convertible  into or  exercisable  or  exchangeable  for any  such  Senior
Securities or Parity  Securities,  or offer, sell or issue any Senior Securities
or Parity  Securities or securities  or rights of any kind  convertible  into or
exercisable or exchangeable for any such Senior Securities or Parity Securities;

      (b)  purchase,  repurchase  or redeem  shares of (i)  Common  Stock,  (ii)
securities or rights of any kind convertible into or exercisable or exchangeable
for Common Stock or (iii) other  securities of the Company,  (except in the case
of a termination  of an employee,  at which the Company may repurchase or redeem
such shares of Common  Stock at cost and pursuant to any  agreement  under which
such shares of Common Stock were issued);

      (c) increase the authorized  number of shares of Series A Preferred Stock;
or

      (d) amend the  Certificate  of  Incorporation  or Bylaws of the Company or
alter or change the rights,  preferences or privileges of the Series A Preferred
Stock or any Parity Securities or Senior Securities in each case so as to affect
adversely the rights, preferences or privileges of the Series A Preferred Stock.

      10. No Reissuance of Series A Preferred Stock.

No  outstanding  share or shares of Series A  Preferred  Stock  acquired  by the
Company by reason of  redemption,  purchase,  conversion  or otherwise  shall be
reissued,  and all such shares of Series A Preferred  Stock shall be  cancelled,
retired and  eliminated  from the shares of Series A  Preferred  Stock which the
Company  shall be  authorized  to issue.  Any such  shares of Series A Preferred
Stock  acquired by the Company shall have the status of authorized  and unissued
shares  of  Preferred  Stock  issuable  in   undesignated   Series  and  may  be
redesignated and reissued in any series other than as Series A Preferred Stock.

      11. Registered Holders.

A holder of Series A Preferred Stock  registered on the Company's stock transfer
books as the owner of shares of Series A Preferred Stock shall be treated as the
owner of such shares for all purposes.  All notices and all payments required to
be mailed to a holder of shares of Series A  Preferred  Stock shall be mailed to
such holder's  registered address on the Company's stock transfer books, and all
dividends and redemption  payments to a holder of Series A Preferred  Stock made
hereunder  shall be  deemed  to be paid in  compliance  hereof  on the date such
payments are deposited  into the mail  addressed to such holder at such holder's
registered address on the Company's stock transfer books.

                                       18
<PAGE>

      12. Certain Remedies.

Any registered holder of shares of Series A Preferred Stock shall be entitled to
an  injunction  or  injunctions  to prevent  breaches of the  provisions of this
Certificate of Designations and to enforce specifically the terms and provisions
of this  Certificate  of  Designations  in any court of the United States or any
state thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

      13. Headings of Subdivisions.

      The headings of the various  subdivisions  hereof are for  convenience  of
reference only and shall not affect the  interpretation of any of the provisions
hereof.

      14. Severability of Provisions.

      If any right, preference or limitation of the Series A Preferred Stock set
forth  herein (as may be  amended)  from time to time is  invalid,  unlawful  or
incapable of being enforced by reason of any rule of law or public policy,  such
right,  preference or limitation  (including,  without limitation,  the dividend
rate) shall be enforced to the  maximum  extent  permitted  by law and all other
rights,  preferences  and limitations set forth herein (as so amended) which can
be given effect without the invalid, unlawful or unenforceable right, preference
or  limitation  herein set forth shall be deemed  dependent  upon any other such
right, preference or limitation unless so expressed herein.

                  [Remainder of Page Intentionally Left Blank.]





                                       19
<PAGE>


      IN WITNESS  WHEREOF,  the undersigned,  being the CEO of the Company,  has
executed this Certificate of Designations as of October 13, 2005.

                                   BIOACCELERATE HOLDINGS, INC.

                                   By:   /s/ Lee Cole
                                        ----------------------------------------
                                        Name:  Lee Cole
                                   Title: CEO