Exhibit 4.1

                           CERTIFICATE OF DESIGNATION
                                       OF
                      Series C convertible PREFERRED STOCK
                                       OF
                                 AMPLIDYNE, INC.

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       Pursuant to Section 151(g) of the Delaware General Corporation Law

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

      The undersigned,  a duly authorized officer of Amplidyne, Inc., a Delaware
corporation (the  "Corporation"),  HEREBY CERTIFIES that,  pursuant to authority
conferred  upon  the  Board of  Directors  of the  Corporation  (the  "Board  of
Directors")  by  the  Certificate  of  Incorporation  of  the  Corporation  (the
"Certificate  of  Incorporation"),  the  Board  of  Directors  has  adopted  the
following resolutions effective January 28, 2004:

            "RESOLVED that,  pursuant to Article  FOURTH,  of the Certificate of
      Incorporation,  there be and hereby is authorized  and created a series of
      Preferred Stock consisting of 282,700 shares having a par value of $0.0001
      per  share,  which  series  shall  be  designated  "Series  C  Convertible
      Preferred  Stock."  Capitalized  terms not defined  herein  shall have the
      definitions ascribed to such terms in the Certificate of Incorporation.

      The designations,  preferences and relative,  participating,  optional and
      other special rights, and the qualifications, limitations and restrictions
      of the Series C Redeemable  Convertible  Preferred  Stock shall be made as
      follows:

      1.  Designation  and  Amount.  This  series of  Preferred  Stock  shall be
designated  and known as "Series C Convertible  Preferred  Stock" (the "Series C
Preferred  Stock") and shall consist of 282,700  shares.  The Series C Preferred
Stock shall have a par value of $0.0001 per share (one tenth of one mill).

      2. Rank.  The Series C Preferred  Stock  shall,  with  respect to dividend
rights and rights on liquidation,  winding-up and dissolution, rank prior to all
other classes or series of capital stock of the Corporation,  including, but not
limited to, the common  stock of the  Corporation,  par value  $0.0001 per share
(the  "Common  Stock"),  any Series A or Series B Preferred  Stock,  and to such
other  series of preferred  stock as the Board of  Directors of the  Corporation
hereinafter  expressly designates as junior to the Series C Preferred Stock. All
equity securities of the Corporation to which the Series C Preferred Stock ranks
prior  (whether  with  respect to dividends  or upon  liquidation,  dissolution,
winding-up or otherwise),  including the Common Stock,  herein, in such context,
as "Junior  Securities."  Nothing contained herein shall be construed to prevent
the Board of Directors,  after obtaining appropriate consents and approvals,  if
necessary,  from  authorizing  the creation or designation of, or to prevent the
Corporation from issuing shares of, one or more series of Preferred Stock senior


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to, junior to, or on a parity with the Series C Preferred  Stock as to dividend,
liquidation, redemption rights or otherwise.

      3. Dividend Provisions.  The holders of shares of Series C Preferred Stock
shall be  entitled to receive  dividends,  out of any assets  legally  available
therefor,  prior and in preference to any declaration or payment of any dividend
(payable other than in Common Stock or other  securities and rights  convertible
into or  entitling  the  holder  thereof to  receive,  directly  or  indirectly,
additional shares of Common Stock) on the Common Stock of this  Corporation,  at
the rate of $0.053  per share per annum  (subject  to  adjustment  of such fixed
dollar   amount   for  any  stock   splits,   stock   dividends,   combinations,
recapitalizations  or the like, after the date of the filing of this Certificate
of  Designation  with the Secretary of State of the State of Delaware),  payable
annually on  February 1, 2005 and each  February 1  thereafter.  Such  dividends
shall be cumulative.  If in any year the assets legally available for payment of
such dividends are not  sufficient to pay this  dividend,  either in whole or in
part,  then any unpaid  portion of the dividend will become a charge against the
net  profits of the  Corporation,  and will be paid in full out of the assets of
the  Corporation  legally  available  therefor in  subsequent  years  before any
dividends are declared or paid on the Common Stock in such years. The holders of
the  outstanding  shares of  Series C  Preferred  Stock  may waive any  dividend
preference  that such holders  shall be entitled to receive under this Section 1
upon the  affirmative  vote or  written  consent  of the  holders  of at least a
majority  of  Series  C  Preferred  Stock  (voting  together  as a  class)  then
outstanding.

      4. Liquidation Preference.

            (a) In the event of any  liquidation,  dissolution  or winding up of
this  Corporation,  either  voluntary  or  involuntary,  the holders of Series C
Preferred  Stock shall be entitled to receive,  prior and in  preference  to any
distribution  of any of the assets of this  Corporation to the holders of Common
Stock by reason of their ownership thereof, an amount per share equal to the sum
of $0.3538 for each outstanding share of Series C Preferred Stock (the "Original
Series C Issue Price"),  plus  accumulated  but unpaid  dividends on such shares
(subject to adjustment  of such fixed dollar amount for any stock splits,  stock
dividends,  combinations,  recapitalizations  or the like, after the date of the
filing of this  Certificate  of  Designation  with the Secretary of State of the
State of Delaware).  If upon the occurrence of such event,  the assets and funds
thus  distributed  among  the  holders  of  Series C  Preferred  Stock  shall be
insufficient  to  permit  the  payment  to such  holders  of the full  aforesaid
preferential  amounts,  then the  entire  assets  and funds of this  Corporation
legally  available  for  distribution  shall be  distributed  ratably  among the
holders  of  Series  C  Preferred  Stock in  proportion  to the  amount  of such
preferential amounts due on the shares of Series C Preferred Stock owned by each
such holder.

            (b) Upon completion of the  distribution  required by subsection (a)
of this Section 4, all of the remaining assets of this Corporation available for
distribution to stockholders  shall be distributed among the holders of Series C
Preferred  Stock  and  Common  Stock pro rata  based on the  number of shares of
Common Stock held by each (assuming full  conversion of all such Preferred Stock
into Common Stock, even if not currently convertible).


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            (c) For purposes of this Section 4, a  liquidation,  dissolution  or
winding up of this Corporation shall be deemed to include (A) the acquisition of
this  Corporation  by another  entity by means of any  transaction  or series of
related  transactions  if,  following  such  transaction,  the  holders  of  the
outstanding  voting power of the Corporation  prior to the transaction  cease to
hold,  directly or indirectly,  at least Fifty Percent (50%) of the  outstanding
voting power of the Corporation; (B) the reorganization, merger or consolidation
of the Corporation with an unaffiliated  entity such that the Corporation is not
the surviving  entity;  (C) a sale of all or substantially  all of the assets of
this  Corporation  to a  third  party;  or  (D) a  liquidation,  dissolution  or
winding-up of the Corporation.

            (d) The  liquidation  preferences  in this Section 4 shall not apply
upon the conversion of Series C Preferred Stock into Common Stock.

      5.  Conversion.  The  holders  of  Series C  Preferred  Stock  shall  have
conversion rights as follows (the "Conversion Rights"):

            (a) Right to Convert.  Each share of Series C Preferred  Stock shall
be convertible,  at the option of the holder thereof, at any time after the date
of issuance of such share,  at the office of this  Corporation  or any  transfer
agent for such stock, into such number of fully paid and nonassessable shares of
Common Stock as is determined  by dividing the Original  Series C Issue Price by
the  Conversion  Price  (as  defined  below)  applicable  to  each  such  share,
determined as  hereinafter  provided,  in effect on the date the  certificate is
surrendered  for  conversion.  The initial  Conversion  Price per share for each
share of Series C Preferred Stock shall be $0.001769 per share (the  "Conversion
Price"); provided, however, that the Conversion Price for each share of Series C
Preferred Stock shall be subject to adjustment as set forth in subsection 5(c).

            (b) Mechanics of Conversion. Before any holder of Series C Preferred
Stock shall be entitled to convert the same into shares of Common Stock pursuant
to Section  5(a),  he or she shall  surrender the  certificate  or  certificates
therefor,  duly endorsed,  at the office of this  Corporation or of any transfer
agent for such Series C Preferred  Stock,  and shall give written notice to this
Corporation  at its  principal  corporate  office of the election to convert the
same and  shall  state  therein  the name or names in which the  certificate  or
certificates  for  shares of Common  Stock are to be  issued.  This  Corporation
shall,  as soon as practicable  thereafter,  issue and deliver at such office to
such holder of Series C Preferred  Stock,  or to the nominee or nominees of such
holder,  a certificate or certificates  for the number of shares of Common Stock
to which such holder shall be entitled as aforesaid.  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 C Preferred Stock to be converted, and
the person or persons  entitled to receive the shares of Common  Stock  issuable
upon such  conversion  shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date.

            (c) Conversion  Price  Adjustments  of Series C Preferred  Stock for
Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the


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shares of Series C Preferred  Stock shall be subject to adjustment  from time to
time as follows:

                  (i) If this  Corporation  shall issue any Additional Stock (as
defined below), without consideration or for a consideration per share less than
the  Conversion  Price  for the  shares of  Series C  Preferred  Stock in effect
immediately prior to the issuance of such Additional Stock, the Conversion Price
for the shares of Series C Preferred Stock in effect  immediately  prior to each
such issuance shall forthwith (except as otherwise  provided in this clause (i))
be adjusted to a price  determined by  multiplying  such  Conversion  Price by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
outstanding  immediately  prior to such  issuance  plus the  number of shares of
Common Stock which would be issued upon the conversion of all outstanding shares
of Series C Preferred  Stock and the denominator of which shall be the number of
shares of Common Stock  outstanding  immediately prior to such issuance plus the
number of shares of Common  Stock which would be issued upon the  conversion  of
all outstanding  shares of Series C Preferred Stock plus the number of shares of
such Additional Stock.

                  (ii) No adjustment of the  Conversion  Price for the shares of
Series C  Preferred  Stock  shall be made in an  amount  less  than one cent per
share.  No  adjustment  of such  Conversion  Price  shall  have  the  effect  of
increasing the Conversion Price above the Conversion Price in effect immediately
prior to such adjustment, except as provided in subsection 5(c)(vi)(D) below.

                  (iii) In the case of the  issuance  of Common  Stock for cash,
the consideration  shall be deemed to be the amount of cash paid therefor before
deducting any reasonable discounts,  commissions or other expenses allowed, paid
or incurred by this  Corporation for any underwriting or otherwise in connection
with the issuance and sale thereof.

                  (iv) In the case of the  issuance  of the  Common  Stock for a
consideration in whole or in part other than cash, the consideration  other than
cash shall be deemed to be the fair value thereof as determined in good faith by
the  Board  of  Directors  for  this  purpose,  irrespective  of any  accounting
treatment.

                  (v) In the  case  of the  issuance  of  Common  Stock  without
consideration, the consideration shall be deemed to be $.01 per share.

                  (vi) "Additional  Stock" shall mean any shares of Common Stock
issued by this  Corporation.  In the case of the issuance of options to purchase
or rights to subscribe for Common Stock,  securities by their terms  convertible
into or  exchangeable  for  Common  Stock or options  to  purchase  or rights to
subscribe  for  such  convertible  or  exchangeable  securities,  the  following
provisions shall apply :

                  (A) The  aggregate  maximum  number of shares of Common  Stock
deliverable  upon  exercise  (assuming  the  satisfaction  of any  conditions to
exercisability,  including without limitation,  the passage of time, but without
taking into  account  potential  antidilution  adjustments)  of such  options to


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purchase or rights to  subscribe  for Common  Stock shall be deemed to have been
issued at the time such  options or rights were  issued and for a  consideration
equal  to the  consideration  if any,  received  by this  Corporation  upon  the
issuance of such options or rights plus the minimum  exercise  price provided in
such  options or rights  (without  taking into  account  potential  antidilution
adjustments) for the Common Stock covered thereby.

                  (B) The  aggregate  maximum  number of shares of Common  Stock
deliverable  upon  conversion  of, or in exchange for, any such  convertible  or
exchangeable securities or upon the exercise of options to purchase or rights to
subscribe  for  such  convertible  or  exchangeable  securities  and  subsequent
conversion  or exchange  thereof shall be deemed to have been issued at the time
such  securities  were  issued or such  options or rights  were issued and for a
consideration  equal to the consideration,  if any, received by this Corporation
for any such  securities  and  related  options  or rights  (excluding  any cash
received on account of accrued interest or accrued dividends),  plus the minimum
additional  consideration,  if any, to be received by this Corporation  (without
taking into account potential  antidilution  adjustments) upon the conversion or
exchange of such securities or the exercise of any related options or rights.

                  (C) In the  event of any  change  in the  number  of shares of
Common Stock  deliverable or in the  consideration  payable to this  Corporation
upon exercise of such options or rights or upon conversion of or in exchange for
such convertible or exchangeable  securities,  including,  but not limited to, a
change resulting from the antidilution  provisions thereof, the Conversion Price
of the shares of Series C Preferred  Stock, to the extent in any way affected by
or computed  using such options,  rights or  securities,  shall be recomputed to
reflect  such  change,  but no further  adjustment  shall be made for the actual
issuance of Common Stock or any payment of such  consideration upon the exercise
of any such options or rights or the conversion or exchange of such securities.

                  (D) Upon the  expiration  of any such  options or rights,  the
termination  of any such rights to convert or exchange or the  expiration of any
options or rights related to such  convertible or exchangeable  securities,  the
applicable  Conversion  Price of the shares of Series C Preferred  Stock, to the
extent  in any way  affected  by or  computed  using  such  options,  rights  or
securities or options or rights related to such securities,  shall be recomputed
to  reflect  the  issuance  of only the  number of shares of Common  Stock  (and
convertible or exchangeable  securities  that remain in effect)  actually issued
upon the exercise of such options or rights,  upon the conversion or exchange of
such  securities  or upon the exercise of the options or rights  related to such
securities.

                  (E) The Conversion  Price will not be adjusted because of: (x)
conversion  of the Series C Preferred  Stock;  or (y) the  issuance  and sale of
shares of Common  Stock to  employees,  officers or  directors  as the result of
exercise of options  authorized but not currently granted as of the date hereof;
or (z) subject to the prior approval of the Compensation  Committee of the Board
of Directors with respect to the terms and conditions thereof,  the issuance and


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sale of, or the grant of options to purchase, shares of Common Stock pursuant to
the Corporation's stock purchase or option plans in effect on the date hereof or
otherwise  approved  by the Board of  Directors,  provided,  however,  that such
number of shares may be increased if  determined  by a vote of a majority of the
members of the Compensation  Committee,  which vote must include the affirmative
vote of the Series C Preferred Stock Designee.

                  (F) In the event  this  Corporation  shall at any time or from
time to time fix a record date for the effectuation of a split or subdivision of
the outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of  Common  Stock or other  securities  or rights  convertible  into,  or
entitling  all holders  thereof to receive  directly or  indirectly,  additional
shares of Common Stock (hereinafter  referred to as "Common Stock  Equivalents")
without payment of any  consideration by such holders for the additional  shares
of Common Stock or the Common Stock Equivalents (including the additional shares
of Common Stock issuable upon conversion or exercise thereof),  then, as of such
record date (or the date of such dividend distribution,  split or subdivision if
no record  date is  fixed),  the  applicable  Conversion  Price of the shares of
Series C of Preferred Stock shall be appropriately  decreased so that the number
of shares of Common Stock  issuable on  conversion  of each share of such series
shall be increased in  proportion to such increase of the aggregate of shares of
Common Stock  outstanding  and those  issuable with respect to such Common Stock
Equivalents.

                  (G) If the number of shares of Common Stock outstanding at any
time is decreased by a combination  of the  outstanding  shares of Common Stock,
then,  following the record date (or the date of such  combination  if no record
date is fixed)  of such  combination,  the  applicable  Conversion  Price of the
Series C Preferred Stock shall be appropriately  increased so that the number of
shares of Common Stock issuable on conversion of each share of such series shall
be decreased in proportion to such decrease in outstanding shares.

            (d) Other Distributions. In the event this Corporation shall declare
a distribution payable in securities of other persons, evidences of indebtedness
issued by this Corporation or other persons,  assets  (excluding cash dividends)
or options or rights not referred to in subsection 5. c. (vi) then, in each such
case for the purpose of this  subsection 5. d. the holders of Series C Preferred
Stock shall be entitled to a  proportionate  share of any such  distribution  as
though  they were the  holders of the  number of shares of Common  Stock of this
Corporation  into which their shares of Series C Preferred Stock are convertible
as of the record date fixed for the determination of the holders of Common Stock
of this  Corporation  entitled to receive such  distribution or the date of such
distribution if no record date is fixed.

            (e)  Recapitalizations.  If at any time or from  time to time  there
shall be a  recapitalization  of the Common  Stock  (other  than a  subdivision,
combination  or merger or sale of assets  transaction  provided for elsewhere in
this  Section  5),  provision  shall be made so that  the  holders  of  Series C
Preferred  Stock shall  thereafter  be entitled to receive  upon  conversion  of
Series C Preferred  Stock the number of shares of stock or other  securities  or


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property of the  Corporation  or  otherwise,  to which a holder of Common  Stock
deliverable  upon  conversion  of such Series C Preferred  Stock would have been
entitled  on such  recapitalization.  In any such case,  appropriate  adjustment
shall  be made in the  application  of the  provisions  of this  Section  5 with
respect  to the  rights of the  holders of Series C  Preferred  Stock  after the
recapitalization  to the end that the  provisions  of this  Section 3 (including
adjustment  of the  Conversion  Price  then in effect  and the  number of shares
purchasable  upon  conversion  of Series C Preferred  Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

            (f)  Adjustment  for  Merger  or  Reorganization.  In  case  of  any
consolidation or merger of the Corporation  with or into another  corporation or
the sale of all or substantially all of the assets of the Corporation to another
corporation  (other than a consolidation,  merger,  or sale that is treated as a
liquidation  under  Section 4) above),  each share of Series C  Preferred  Stock
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 such Preferred Stock would
have been entitled upon such consolidation, merger or conveyance.

            (g) No Impairment.  This  Corporation  will not, by amendment of its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
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 this
Corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this Section 5 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 Series C Preferred Stock against impairment.

            (h) No  Fractional  Shares and  Certificate  as to  Adjustments.  No
fractional  shares shall be issued upon the conversion of any share or shares of
Series C Preferred  Stock, and the number of shares of Common Stock to be issued
shall be rounded up to the nearest  whole share,  determined on the basis of the
total  number of shares of Series C  Preferred  Stock the  holder is at the time
converting  into Common Stock and the number of shares of Common Stock  issuable
upon such  aggregate  conversion.  Upon the  occurrence  of each  adjustment  or
readjustment  of the  applicable  Conversion  Price for each  series of Series C
Preferred  Stock pursuant to this Section 5, this  Corporation,  at its expense,
shall promptly  compute such  adjustment or  readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Series C Preferred  Stock
a certificate  setting  forth such  adjustment  or  readjustment  and showing in
detail the facts  upon which such  adjustment  or  readjustment  is based.  This
Corporation  shall, upon the written request at any time of any holder of Series
C  Preferred  Stock,  furnish  or cause to be  furnished  to such  holder a like
certificate  setting forth such  adjustment  and  readjustment,  the  applicable
Conversion  Price for such Series C Preferred Stock at such time in effect,  and
the number of shares of Common Stock and the amount,  if any, of other  property
that at such time would be received  upon the  conversion of a share of Series C
Preferred Stock.

            (i)  Notices  of Record  Date.  In the  event of any  taking by this
Corporation  of a record  of the  holders  of any  class of  securities  for the


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purpose of  determining  the  holders  thereof  who are  entitled to receive any
dividend  (other  than a cash  dividend)  or other  distribution,  any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any  other  securities  or  property,  or  to  receive  any  other  right,  this
Corporation  shall mail to each holder of Series C Preferred Stock, at least ten
(10) days prior to the date specified  therein,  a notice specifying the date on
which  any  such  record  is to be  taken  for the  purpose  of  such  dividend,
distribution  or  right,   and  the  amount  and  character  of  such  dividend,
distribution or right.

            (j) Reservation of Stock Issuable Upon Conversion.  This Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock,  solely for the purpose of effecting  the  conversion of
the  shares of Series C  Preferred  Stock,  such  number of its shares of Common
Stock as shall from time to time be sufficient  to effect the  conversion of all
outstanding shares of Series C Preferred Stock; and 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 C Preferred  Stock, in
addition  to such other  remedies  as shall be  available  to the holder of such
Series C Preferred  Stock,  this  Corporation will take such corporate action as
may, in the opinion of its counsel,  be necessary to increase its authorized but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for such purposes,  including,  without limitation,  engaging in best efforts to
obtain the requisite  stockholder  approval of any  necessary  amendment to this
Certificate of Designation.

            (k) Notices. Any notice required by the provisions of this Section 3
to be given to the holders of shares of Series C Preferred Stock shall be deemed
given if deposited in the United States mail, postage prepaid,  and addressed to
each holder of record at his address appearing on the books of this Corporation.

      6. Voting Rights.

            (a) Except as otherwise provided herein, the holder of each share of
Series C  Preferred  Stock  shall  have the right to one vote for each  share of
Common Stock into which such Series C Preferred  Stock could then be  converted,
and with  respect to such vote,  such holder of Series C  Preferred  Stock shall
have full voting  rights and powers equal to the voting rights and powers of the
holders of Common Stock,  and shall be entitled,  notwithstanding  any provision
hereof, to notice of any stockholders'  meeting in accordance with the Bylaws of
this Corporation, and shall be entitled to vote, together with holders of Common
Stock,  with respect to any question upon which holders of Common Stock have the
right to vote.

            (b) In addition to the rights  specified in Section 4(a) hereof,  so
long as any of the  shares of Series C  Preferred  Stock  are  outstanding,  the
holders of Series C  Preferred  Stock have the special  and  exclusive  right to
elect three (3)  directors out five (5) directors of the  Corporation  (each,  a
"Preferred  Stock  Designee").  In any election  pursuant to this paragraph (b),
each holder of shares of Series C Preferred  Stock shall be entitled to one vote
for each  share of  Series C  Preferred  Stock  held and no  holder  of Series C
Preferred  Stock shall be entitled to cumulate his votes by giving one candidate


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more than one vote per  share.  The  Corporation  shall use its best  efforts to
effectuate  the terms of this paragraph  6(b). The special and exclusive  voting
right of the holders of Series C Preferred Stock,  voting separately as a class,
contained in this paragraph 6(b) may be exercised either at a special meeting of
the  holders of Series C Preferred  Stock  called as  provided  below,  or at an
annual meeting of the stockholders of the Corporation,  or by written consent of
such holders in lieu of a meeting.  The  director(s)  to be elected  pursuant to
this  paragraph  (b)  shall  serve for  terms  extending  from the date of their
election and qualification  until the time of the next succeeding annual meeting
of  stockholders or until their  successors have been elected and qualified,  or
their earlier  resignation  or removal,  whichever is sooner.  At any time,  the
holders of a majority of the shares of Series C  Preferred  Stock can remove any
director elected pursuant to this Section 6(b).

            (c) If at any time any  directorship  to be filled by the holders of
Series C Preferred  Stock  pursuant to Section 6(b) hereof has been vacant for a
period of ten (10) or more days, the Secretary of the  Corporation  shall,  upon
written  request  of the  holders  of record of shares  representing  at least a
majority of the voting power of the Series C Preferred  Stock then  outstanding,
call a  special  meeting  of the  holders  of Series C  Preferred  Stock for the
purpose of electing a director or directors  to fill such vacancy or  vacancies.
Such meeting shall be held at the earliest  practicable date at such place as is
specified in or determined in accordance with the By-laws of the Corporation.

            (d) At any meeting  held for the purpose of  electing  directors  as
provided in Section 6(b) hereof,  the  presence,  in person or by proxy,  of the
holders of record of shares representing at least a majority of the voting power
of the Series C Preferred Stock then  outstanding  shall  constitute a quorum of
the  Series C  Preferred  Stock for such  election.  At any such  meeting  or an
adjournment  thereof,  the absence of a quorum of the Series C  Preferred  Stock
shall not prevent the election of directors other than the director or directors
to be elected by the  holders of Series C  Preferred  Stock  pursuant to Section
6(b)  hereof,  and the  absence  of a  quorum  for the  election  of such  other
directors  shall not prevent the  election of the  director or  directors  to be
elected by the holders of Series C  Preferred  Stock  pursuant  to Section  6(b)
hereof,  and in the  absence of either or both of such  quorums,  the holders of
record of shares representing at least a majority of the voting power present in
person or by proxy of the class of stock which lacks  quorum shall have power to
adjourn the meeting for the  election of  directors  which they are  entitled to
elect from time to time without notice other than announcement at the meeting. A
vacancy in the  directorship  to be elected by the holders of Series C Preferred
Stock  pursuant  to Section  6(b)  hereof may be filled  only by vote or written
consent in lieu of a meeting of the  holders of shares  representing  at least a
majority of the voting power of the Series C Preferred Stock.

            (e) The board of directors will  establish a compensation  committee
and so long as any of the shares of Series C  Preferred  Stock are  outstanding,
such  Compensation  Committee  shall  be  comprised  of  one  employee  director
(initially   Devendar  S.  Bains),  one  outside  director   (initially  Venkata


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Maddineni),  and one of the Preferred Stock Designees (initially Ramesh Akella).
Such Committee shall remain established for not less than one year from the date
hereof.

      7. Protective Provisions. In addition to any other rights provided by law,
so long as any of the shares of Series C Preferred Stock are  outstanding,  this
Corporation shall not, nor shall it allow any of its subsidiaries, without first
obtaining the approval (by vote or written  consent,  as provided by law) of the
holders  of at least a  majority  of the then  outstanding  shares  of  Series C
Preferred Stock (voting as a separate class):

            (a) amend or repeal any  provision  of, or add any provision to, the
Corporation's Certificate of Incorporation or Bylaws to change the rights of the
Series C Preferred  Stock,  or increase  or  decrease  the number of  authorized
shares of Series C Preferred Stock;

            (b) create any new series or class of shares  having a preference or
priority as to dividends  or assets  superior to or on a parity with that of the
Series C Preferred Stock;

            (c) create any bonds,  notes or other obligations  convertible into,
exchangeable  for or having option  rights to purchase  shares of stock with any
preference or priority as to dividends or assets superior to or on a parity with
that of the Series C Preferred Stock;

            (d)  reclassify  any class or series of the Common Stock into shares
with a  preference  or priority as to  dividends  or assets  superior to or on a
parity with that of the Series C Preferred Stock;

            (e) apply any of its assets to the  redemption or acquisition of any
shares  of  Common  Stock   (except  for   non-director   employees,   advisors,
non-director  officers or consultants and service providers of the Corporation),
without the approval of the Board,  which approval must include the  affirmative
vote of the Series C Preferred Stock Designees;

            (f) agree to sell all or  substantially  all of the assets or equity
of the  Corporation  which would result in a per share payment to each holder of
Series  C  Preferred  Stock of an  amount  which  is less  than the  Liquidation
Preference; or

            (g) agree to a merger, sale or consolidation of the Corporation with
another  entity or the  effectuation  of any  transaction  or series of  related
transactions  in which more than 50% of the voting power of the  Corporation  is
disposed  which would  result in a per share  payment to each Series C Preferred
Stock Holder of an amount which is less than Liquidation Preference.

      8.  Preemptive  Rights.  In the event that the  Corporation  offers equity
securities  (other than shares issued upon  conversion of shares of  outstanding
Series C  Preferred  Stock or upon  exercise  of warrants or options on the date
hereof,  or in connection  with an  acquisition or in a public  offering),  each
holder of Series C Preferred Stock shall have the opportunity to participate, on
a pro rata basis, in any such offering.


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<Page>

      9.  Status  of  Converted  Stock.  In the  event  any  shares  of Series C
Preferred Stock shall be converted  pursuant to Section 5 hereof,  the shares so
converted shall be canceled and shall not be issuable by this Corporation.

      10. Headings.  The headings of the various sections and paragraphs  hereof
are for convenience of reference only and shall not affect the interpretation of
any of the provisions hereof.

            FURTHER RESOLVED,  that the appropriate officers of this Corporation
      be and each of them  hereby is  authorized  to execute and  acknowledge  a
      certificate  setting forth these  resolutions  (referred to above as "this
      Certificate of Designation") and to cause such certificate to be filed and
      recorded,  in accordance with the  requirements of Sections 151 and 103 of
      the General Corporation Law of the State of Delaware."

      IN WITNESS  WHEREOF,  the  undersigned  has  signed  this  Certificate  of
Designation on this 28th day of January, 2004.

                                            AMPLIDYNE, INC.


                                            By: /s/ Devendar S. Bains
                                                --------------------------------
                                                Name: Devendar S. Bains
                                                Title:   President

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