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                                                                     EXHIBIT 3.3

                           CERTIFICATE OF DESIGNATION
                                       OF
                             RIGHTS AND PREFERENCES
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                             XBOX TECHNOLOGIES, INC.

         The undersigned Interim Chief Financial Officer of XBOX Technologies,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware (the "Corporation"), in accordance with the provisions of
Section 151 thereof, does hereby certify that, pursuant to the authority
conferred upon the Board of Directors of the Corporation (the "Board") by the
Certificate of Incorporation of the Corporation, the Board on October 31, 2000,
adopted the following resolution creating a series of One Million (1,000,000)
shares of the Corporation's undesignated preferred stock, par value $.10 per
share, to be designated as Series A Convertible Preferred Stock:

         RESOLVED, that pursuant to the authority granted to and vested in this
Board of Directors in accordance with the Certificate of Incorporation of the
Corporation, a new series of preferred stock is hereby created, and that the
designation and amount thereof and the relative rights and preferences of the
shares of such series, are as follows:

1.       SHARES AND CLASSES AUTHORIZED. One Million (1,000,000) shares of the
         Corporation's undesignated preferred stock, par value $.10 per share,
         that are authorized by Article V of the Corporation's Certificate of
         Incorporation are designated as Series A Convertible Preferred Stock
         (the "SERIES A PREFERRED").

2.       VOTING RIGHTS.

         2.1      GENERAL. At all meetings of the stockholders of the
                  Corporation and in the case of any actions of stockholders in
                  lieu of a meeting, each holder of Series A Preferred shall
                  have that number of votes on all matters submitted to the
                  stockholders that is equal to the number of whole shares of
                  the Company's common stock (the "Common Stock") into which
                  such holder's shares of Series A Preferred are then
                  convertible, as provided in Section 5, at the record date for
                  the determination of the stockholders entitled to vote on such
                  matters or, if no such record date is established, at the date
                  such vote is taken or any written consent of such stockholders
                  is effected. This provision for determination of the number of
                  votes to which each holder of the Series A Preferred is
                  entitled shall also apply in cases in which the holders of the
                  Series A Preferred have the right to vote together as a
                  separate class. Except as may be otherwise provided in this
                  Certificate or by agreement, the holders of the Common Stock
                  and the holders of the Series A Preferred shall vote together
                  as a single class on all actions to be taken by the
                  stockholders of the Corporation.



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         2.2      QUORUM. The presence in person or by proxy of the holders of a
                  majority of the aggregate number of shares of Common Stock and
                  Series A Preferred then outstanding (on an as-if converted to
                  Common Stock basis including fractional shares) shall
                  constitute a quorum of the Common Stock and Series A
                  Preferred.

3.       DIVIDENDS. The holders of Series A Preferred shall not be entitled to
         receive dividends in any fixed amount; PROVIDED, HOWEVER, no dividend
         or other distribution shall accrue or be paid with respect to any
         shares of capital stock of the Corporation for any period, whether
         before or after the effective date of this Certificate, unless and
         until declared by the Board of Directors of the Corporation (the
         "Board"). In the event any dividend or distribution is declared or made
         with respect to outstanding shares of Common Stock, a comparable
         dividend or distribution shall be simultaneously declared or made with
         respect to the outstanding shares of Series A Preferred (on an as-if
         converted to Common Stock basis including fractional shares). Dividends
         on shares of capital stock of the Corporation shall be payable only out
         of funds legally available therefor.

4.       LIQUIDATION RIGHTS.

         4.1      NO PREFERENCE OF SERIES A PREFERRED. In the event of any
                  liquidation, dissolution or winding up of the Corporation,
                  whether voluntary or involuntary, the assets of the
                  Corporation available for distribution to its stockholders,
                  whether such assets are capital, surplus, or earnings, shall
                  be distributed equally, on a per share basis, among the
                  holders of the Common Stock and the Series A Preferred (on an
                  as-if converted to Common Stock basis including fractional
                  shares).

         4.2      REORGANIZATION; SALE OF ASSETS. The merger, acquisition or
                  consolidation of the Corporation into or with any other entity
                  or entities which results in the exchange of outstanding
                  shares of the Corporation for securities or other
                  consideration issued or paid or caused to be issued or paid by
                  any such entity or affiliate thereof pursuant to which the
                  stockholders of the Corporation immediately prior to the
                  transaction do not own a majority of the outstanding shares of
                  the surviving corporation immediately after the transaction,
                  or any sale, lease, license (on an exclusive basis) or
                  transfer by the Corporation of all or substantially all its
                  assets, shall be deemed to be a liquidation, dissolution or
                  winding up of the Corporation within the meaning of the
                  provisions of this Section 4.

         4.3      DETERMINATION OF CONSIDERATION. To the extent any distribution
                  pursuant to Section 4.1 consists of property other than cash,
                  the value thereof shall, for purposes of Section 4.1, be the
                  fair value at the time of such distributions as determined in
                  good faith by the Board.

5.       CONVERSION. The holders of the Series A shall have the following
         conversion rights (the "Conversion Rights"):

         5.1      OPTIONAL CONVERSION OF THE SERIES A PREFERRED. At any time
                  after the Certificate of Incorporation of the Corporation has
                  been amended to increase the authorized shares of Common Stock
                  to such number as is necessary to allow the Corporation to
                  issue such number of shares of Common Stock as are issuable



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                  upon the conversion of the Series A Preferred in accordance
                  with the terms of this Article 5, the Series A Preferred shall
                  be convertible, without the payment of any additional
                  consideration by the holder thereof and at the option of the
                  holder thereof, at any time after the first issuance of shares
                  of Series A Preferred by the Corporation, at the office of the
                  Corporation or any transfer agent for the Common Stock, into
                  such number of fully paid and nonassessable shares of Common
                  Stock as is determined by dividing $16.80 by the Conversion
                  Price, determined as hereinafter provided, in effect at the
                  time of conversion and then multiplying such quotient by each
                  share of Series A Preferred to be converted. The Conversion
                  Price at which shares of Common Stock shall be deliverable
                  upon conversion without the payment of any additional
                  consideration by the holder thereof (the "Conversion Price")
                  shall at the time of the filing of this Certificate initially
                  be $.084 in the case of the Series A Preferred (such initial
                  Conversion Price results in each shares of Series A Preferred
                  being initially convertible into 200 shares of Common Stock).
                  Such initial Conversion Price shall be subject to adjustment,
                  in order to adjust the number of shares of Common Stock into
                  which the Series A Preferred is convertible, as hereinafter
                  provided.

         5.2      FRACTIONAL SHARES. No fractional shares of Common Stock shall
                  be issued upon conversion of the Series A Preferred. In lieu
                  of any fractional share to which any holder would otherwise be
                  entitled upon conversion of the Series A Preferred owned by
                  such holder, the Corporation shall pay cash equal to such
                  fraction multiplied by the then effective Conversion Price or
                  round up to the nearest whole share.

         5.3      MECHANICS OF OPTIONAL CONVERSION. Before any holder of Series
                  A Preferred shall be entitled to convert the same into full
                  shares of Common Stock such holder shall surrender the
                  certificate or certificates therefor, endorsed or accompanied
                  by a written instrument or instruments of transfer, in form
                  satisfactory to the Corporation, duly executed by the
                  registered holder or by such holder's attorney duly authorized
                  in writing, at the office of the Corporation or of any
                  transfer agent for the Common Stock, and shall give written
                  notice to the Corporation at such office that such holder
                  elects to convert the same and shall state therein such
                  holder's name or the name of the nominees in which such holder
                  wishes the certificate or certificates for shares of Common
                  Stock to be issued. The Corporation shall, as soon as
                  practicable thereafter, issue and deliver at such office to
                  such holder of Series A Preferred, or to such holder's nominee
                  or nominees, a certificate or certificates for the number of
                  shares of Common Stock to which such holder shall be entitled
                  as aforesaid, together with cash in lieu of any fraction of a
                  share of Common Stock. Such conversion shall be deemed to have
                  been made immediately prior to the close of business on the
                  date of such surrender of the shares of Series A Preferred to
                  be converted, and the person or persons entitled to receive
                  the shares of Common Stock issuable upon conversion shall be
                  treated for all purposes as the record holder or holders of
                  such shares of Common Stock on such date. From and after such




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                  date, all rights of the holder with respect to the Series A
                  Preferred so converted shall terminate, except only the right
                  of such holder, upon the surrender of his, her or its
                  certificate or certificates therefor, to receive certificates
                  for the number of shares of Common Stock issuable upon
                  conversion thereof and cash for fractional shares.

         5.4      CERTAIN ADJUSTMENTS TO CONVERSION PRICE FOR STOCK SPLITS,
                  DIVIDENDS, MERGERS, REORGANIZATIONS, ETC.

                  (a)      ADJUSTMENT FOR STOCK SPLITS, STOCK DIVIDENDS AND
                           COMBINATIONS OF COMMON STOCK. In the event the
                           outstanding shares of Common Stock shall, after the
                           filing of this Certificate be further subdivided
                           (split), or combined (reverse split), by
                           reclassification or otherwise, or in the event of any
                           dividend or other distribution payable on the Common
                           Stock in shares of Common Stock, the applicable
                           Conversion Price in effect immediately prior to such
                           subdivision, combination, dividend or other
                           distribution shall, concurrently with the
                           effectiveness of such subdivision, combination,
                           dividend or other distribution, be proportionately
                           adjusted on the basis that the holders of Series A
                           Preferred will receive upon conversion, after each
                           such event, a number of shares of Common Stock equal
                           to the number that the holder would hold immediately
                           after such event if the holder had converted all
                           Series A Preferred to shares of Common Stock
                           immediately prior to each such event..

                  (b)      ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In the
                           event of a reclassification, reorganization or
                           exchange (other than described in subsection 5.4.a.
                           above) or any consolidation or merger of the
                           Corporation with another Corporation (other than a
                           merger, acquisition or other reorganization as
                           described in Section 4.2, which shall be considered a
                           liquidation pursuant to Section 4 above), each share
                           of Series A Preferred shall thereafter be convertible
                           into the number of shares of stock or other
                           securities or property to which a holder of the
                           number of shares of Common Stock of the Corporation
                           deliverable upon conversion of the Series A Preferred
                           would have been entitled upon such reclassification,
                           reorganization, exchange, consolidation, merger or
                           conveyance had the conversion occurred immediately
                           prior to the event; and, in any such case,
                           appropriate adjustment (as determined by the Board)
                           shall be made in the application of the provisions
                           herein set forth with respect to the rights and
                           interests thereafter of the holders of the Series A
                           Preferred, to the end that the provisions set forth
                           herein (including provisions with respect to changes
                           in and other adjustments of the applicable Conversion
                           Price) shall thereafter be applicable, as nearly as
                           reasonably may be, in relation to any shares of stock
                           or other property thereafter deliverable upon the
                           conversion of the Series A Preferred.

                  (c)      ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In
                           the event the Corporation, at any time or from time
                           to time after the filing of this Certificate, makes,
                           or fixes a record date for the determination of
                           holders of Common Stock entitled to receive, a
                           dividend or other distribution payable in securities
                           of the Corporation other than shares of Common Stock,




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                           then and in each such event, provision shall be made
                           so that the holders of Series A Preferred shall
                           receive upon conversion thereof, in addition to the
                           number of shares of Common Stock receivable
                           thereupon, the amount of securities of the
                           Corporation which they would have received had their
                           Series A Preferred been converted into Common Stock
                           on the date of such event and had they thereafter,
                           during the period from the date of such event to and
                           including the conversion date, retained such
                           securities receivable by them as aforesaid during
                           such period, subject to all other adjustments called
                           for during such period under this Section 5.4 with
                           respect to the rights or the holders of the Series A
                           Preferred.

         5.5      NOTICES OF RECORD DATE. In the event of any taking by the
                  Corporation of a record of the holders of any class of
                  securities for the purpose of determining the holders thereof
                  who are entitled to receive any dividend (other than a cash
                  dividend which is the same as cash dividends paid in previous
                  quarters) or other distribution, any capital reorganization of
                  the Corporation, any reclassification or recapitalization of
                  the Corporation's capital stock, any consolidation or merger
                  with or into another Corporation, any transfer of all or
                  substantially all of the assets of the Corporation or any
                  dissolution, liquidation or winding up of the Corporation, the
                  Corporation shall mail to each holder of Series A Preferred at
                  least ten (10) days prior to the date specified for the taking
                  of a record, a notice specifying the date on which any such
                  record is to be taken for the purpose of such dividend or
                  distribution.

6.       STATUS OF PREFERRED STOCK UPON RETIREMENT. Shares of Series A Preferred
         which are acquired or redeemed by the Corporation or converted pursuant
         to Section 5 shall be retired pursuant to Delaware General Corporation
         Law Section 243, or any successor provision, and returned to the status
         of authorized but unissued shares of the Corporation's undesignated
         preferred stock.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designation of Rights and Preferences on behalf of the Corporation this 7th day
of November, 2000.

                                           XBOX TECHNOLOGIES, INC.



                                           ------------------------------------
                                           By:  Bart Budman
                                           Its: Interim Chief Financial Officer




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