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                                                                   EXHIBIT 3.1.1



              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF

                                T/R SYSTEMS, INC.

                       PURSUANT TO SECTION 14-2-602 OF THE
                        GEORGIA BUSINESS CORPORATION CODE

         T/R Systems, Inc., a corporation organized and existing under the
Georgia Business Corporation Code (the "Company"), in accordance with the
provisions of Section 14-2-602 thereof, DOES HEREBY CERTIFY:

         That pursuant to the authority vested in the Board of Directors by the
Second Amended and Restated Articles of Incorporation of the Company, the said
Board of Directors of the Company on November 9, 2000 adopted the following
resolution providing for the issuance of a series of Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of its Second Amended
and Restated Articles of Incorporation, a series of Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), of the Company be, and is hereby,
created, and that the designation and amount thereof and the powers,
designations, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

         1.       Designation and Amount. The shares of such series will be
designated as Series A Junior Participating Preferred Stock (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
is eight hundred eighty thousand (880,000). Such number of shares may be
increased or decreased by resolution of the Board; provided, however, that no
decrease will reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Company convertible into Series A Preferred Stock.

         2.       Dividends and Distributions.

                  (a)      Subject to the rights of the holders of any shares of
any series of Preferred Stock ranking prior to the Series A Preferred Stock with
respect to dividends, the holders of shares of Series A Preferred Stock, in
preference to the holders of Common Stock, par value $0.01 per share (the
"Common Stock"), of the Company, and of any other junior stock, will be entitled
to receive, when, as and if declared by the Board out of funds legally available
for the purpose, dividends payable in cash (except as otherwise provided below)
on such dates as are from time to time established for the payment of dividends
on the Common Stock (each such


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date being referred to herein as a "Dividend Payment Date"), commencing on the
first Dividend Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock (the "First Dividend Payment Date"), in an
amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00
or (ii) subject to the provision for adjustment hereinafter set forth, one
hundred times the aggregate per share amount of all cash dividends, and one
hundred times the aggregate per share amount (payable in kind) of all non-cash
dividends, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Dividend Payment Date or, with respect to the First Dividend Payment Date, since
the first issuance of any share or fraction of a share of Series A Preferred
Stock. In the event that the Company at any time (i) declares a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivides the outstanding shares of Common Stock, (iii) combines the
outstanding shares of Common Stock into a smaller number of shares, or (iv)
issues any shares of its capital stock in a reclassification of the outstanding
shares of Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such case and regardless of whether any shares of
Series A Preferred Stock are then issued or outstanding, the amount to which
holders of shares of Series A Preferred Stock would otherwise be entitled
immediately prior to such event under clause (ii) of the preceding sentence will
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (b)      The Company will declare a dividend on the Series A
Preferred Stock as provided in the immediately preceding paragraph immediately
after it declares a dividend on the Common Stock (other than a dividend payable
in shares of Common Stock). Each such dividend on the Series A Preferred Stock
will be payable immediately prior to the time at which the related dividend on
the Common Stock is payable.

                  (c)      Dividends will accrue on outstanding shares of Series
A Preferred Stock from the Dividend Payment Date next preceding the date of
issue of such shares, unless (i) the date of issue of such shares is prior to
the record date for the First Dividend Payment Date, in which case dividends on
such shares will accrue from the date of the first issuance of a share of Series
A Preferred Stock or (ii) the date of issue is a Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
A Preferred Stock entitled to receive a dividend and before such Dividend
Payment Date, in either of which events such dividends will accrue from such
Dividend Payment Date. Accrued but unpaid dividends will cumulate from the
applicable Dividend Payment Date but will not bear interest. Dividends paid on
the shares of Series A Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares will be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date will be not more than 60
calendar days prior to the date fixed for the payment thereof.

         3.       Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:


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                  (a)      Subject to the provision for adjustment hereinafter
set forth, each share of Series A Preferred Stock will entitle the holder
thereof to one hundred votes on all matters submitted to a vote of the
shareholders of the Company. In the event the Company at any time (i) declares a
dividend on the outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivides the outstanding shares of Common Stock, (iii) combines
the outstanding shares of Common Stock into a smaller number of shares, or (iv)
issues any shares of its capital stock in a reclassification of the outstanding
shares of Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), then, in each such case and regardless of whether any shares of
Series A Preferred Stock are then issued or outstanding, the number of votes per
share to which holders of shares of Series A Preferred Stock would otherwise be
entitled immediately prior to such event will be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

                  (b)      Except as otherwise provided herein, in any other
Preferred Stock Designation creating a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Series A Preferred Stock and the
holders of shares of Common Stock and any other capital stock of the Company
having general voting rights will vote together as one class on all matters
submitted to a vote of shareholders of the Company.

         (c)      Except as set forth in the Second Amended and Restated
Certificate of Incorporation or herein, or as otherwise provided by law, holders
of shares of Series A Preferred Stock will have no voting rights.

         4.       Certain Restrictions.

                  (a)      Whenever dividends or other dividends or
distributions payable on the Series A Preferred Stock are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Stock outstanding have been paid in
full, the Company will not:

                           (i)      Declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the shares of Series A Preferred Stock;

                           (ii)     Declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the shares of Series A Preferred Stock,
                  except dividends paid ratably on the shares of Series A
                  Preferred Stock and all such parity stock on which dividends
                  are payable or in arrears in proportion to the total amounts
                  to which the holders of all such shares are then entitled;

                           (iii)    Redeem, purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the shares of Series A Preferred Stock; provided,


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                  however, that the Company may at any time redeem, purchase or
                  otherwise acquire shares of any such junior stock in exchange
                  for shares of any stock of the Company ranking junior (either
                  as to dividends or upon dissolution, liquidation or winding
                  up) to the shares of Series A Preferred Stock; or

                           (iv)     Redeem, purchase or otherwise acquire for
                  consideration any shares of Series A Preferred Stock, or any
                  shares of stock ranking on a parity with the shares of Series
                  A Preferred Stock, except in accordance with a purchase offer
                  made in writing or by publication (as determined by the Board)
                  to all holders of such shares upon such terms as the Board,
                  after consideration of the respective annual dividend rates
                  and other relative rights and preferences of the respective
                  series and classes, may determine in good faith will result in
                  fair and equitable treatment among the respective series or
                  classes.

                  (b)      The Company will not permit any majority-owned
subsidiary of the Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under paragraph (a) of
this Article IV, purchase or otherwise acquire such shares at such time and in
such manner.

         5.       Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

         6.       Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution will be made (a) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the shares of Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred Stock
have received $100 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment; provided, however, that the holders of shares of Series A
Preferred Stock will be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to one
hundred times the aggregate amount to be distributed per share to holders of
shares of Common Stock or (b) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the shares of Series A Preferred Stock, except distributions made ratably
on the shares of Series A Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
Company at any time (i) declares a dividend on the outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivides the outstanding shares
of Common Stock, (iii) combines the outstanding shares of Common Stock into a
smaller number of shares, or (iv) issues any shares of its capital stock in a
reclassification of the outstanding shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then, in each such case and
regardless of whether any shares of Series A Preferred Stock are then issued or
outstanding, the aggregate amount to which



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each holder of shares of Series A Preferred Stock would otherwise be entitled
immediately prior to such event under the proviso in clause (a) of the preceding
sentence will be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         7.       Consolidation, Merger etc. In the event that the Company
enters into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then, in each such case, each share
of Series A Preferred Stock will at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to one hundred times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Company at any time (a) declares a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (b) subdivides the
outstanding shares of Common Stock, (c) combines the outstanding shares of
Common Stock in a smaller number of shares, or (d) issues any shares of its
capital stock in a reclassification of the outstanding shares of Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), then,
in each such case and regardless of whether any shares of Series A Preferred
Stock are then issued or outstanding, the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock will be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

         8.       No Redemption. The shares of Series A Preferred Stock are not
redeemable.

         9.       Rank. The Series A Preferred Stock shall rank junior with
respect to payment of dividends and on liquidation to all other series of the
Company's Preferred Stock outstanding on the date hereof and to all such other
series that specifically provide that they shall rank senior to the Series A
Preferred Stock.

         10.      Amendment. The Second Amended and Restated Articles of
Incorporation of the Company shall not be amended in any manner that would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single class.


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