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                                                                    EXHIBIT 4.5


                      AMENDED CERTIFICATE OF DESIGNATIONS,
                           PREFERENCES AND RIGHTS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                             U.S. TECHNOLOGIES INC.

                     PURSUANT TO SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

U.S. Technologies Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"),does hereby
certify that, pursuant to the authority contained in its Certificate of
Incorporation, as amended and restated, and in accordance with Section 151 of
the General Corporation Law of the State of Delaware, the following resolutions
amending the terms of the Series A Convertible Preferred Stock, $0.02 par
value, were duly adopted by the Board of Directors of the Corporation (the
"Board") as of November 29, 1999.

RESOLVED, subject to agreement of any holders of Series A Convertible Preferred
Stock, that the Board hereby amends the terms of the Corporation's 1,000,000
shares of Series A Convertible Preferred Stock, $0.02 par value, such that:

         1.       The Dividends as set forth in paragraph 2 of that certain
                  Amended Certificate of Designations, Preferences and Rights
                  of Series A Convertible Preferred Stock of U.S. Technologies
                  Inc. as approved and executed as of February 24, 1999 (the
                  "Certificate") are hereby waived and the right to receive
                  such dividends on the part of the holders of the Series A
                  Convertible Preferred Stock is canceled; and

         2.       As compensation to the holders of the Series A Convertible
                  Preferred Stock for the cancellation of these dividends, the
                  Conversion Price as established in paragraph 5(b)(i) of the
                  Certificate is hereby modified such that the Conversion Price
                  will be the average last sale price per share of Common Stock
                  of U.S. Technologies Inc. for the twenty (20) trading days
                  immediately prior to November 29, 1999 which price is $0.122
                  per share.

FURTHER RESOLVED, that the Directors and Officers of the Company be and hereby
are authorized and directed to take any and all further action that may be
necessary or desirable to accomplish the above resolutions and authorized
actions including but not limited to the execution and filing of all
instruments or documents that may be necessary to place these resolutions or
actions into effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
in its name by the undersigned duly authorized officers of the Corporation,
this 29th day of November, 1999.



By:/s/ Gregory Earls                      By:/s/ James V. Warren
   ----------------------------------        ----------------------------------
   Gregory Earls, Co-Chairman                James V. Warren, Co-Chairman



Attest By:/s/ Dana Rochelle
          ----------------------------------
          Dana Rochelle, Assistant Secretary


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