FIDELITY HOLDINGS, INC.

                Amended and Restated Certificate of Designation,
                      Powers, Preferences and Rights of the
                1996-MAJOR Series of Convertible Preferred Stock

                                ($.01 Par Value)
                       Liquidation Value $10.00 Per Share


                      Pursuant to Section 78.195(6) of the
                     Corporation Law of the State of Nevada

      The undersigned, President of FIDELITY HOLDINGS, INC., a Nevada
Corporation (hereinafter called the "Company") does hereby certify as required
by NRS 78.195(6) that the following resolution has been duly adopted by the
Board of Directors of the Company:

      RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company (the "Board of Directors") by the
provisions of the Certificate of Incorporation, as amended (hereinafter the
"Certificate of Incorporation") of the Company, there hereby is created, out of
the 2,000,000 shares of preferred stock of the Company authorized in Article III
of its Certificate of Incorporation (the "Preferred Stock"), a series of 250,000
shares, which series shall have the following designations, powers, preferences,
rights, qualifications, limitations and restrictions (in addition to the
designations, powers, preferences, rights, qualifications, limitations and
restrictions set forth in the Certificate of Incorporation of the Company which
are applicable to the Preferred Stock):

      1. Designation.

      The designation of the said series of the Preferred Stock shall be the
"The 1996-MAJOR Series of Convertible Preferred Stock" (the "1996-MAJOR
Series").

      2. Number of Shares; Par Value.

    The number of shares of the 1996-MAJOR Series shall be limited to 250,000.
The shares of the 1996-MAJOR Series shall be issued as full shares and shall
have a par value of $.01 per share.


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      3. Dividends.

      The holders of the 1996-Major Series shall be entitled to receive, out of
any funds of the Company at the time legally available for the declaration of
dividends, a participating dividend equivalent to that declared and/or paid with
respect to the shares of Common Stock, except that each share of the 1996-MAJOR
Series shall receive twice the dividend payable with respect to each share of
Common Stock.

      4. Liquidation.

      In the event of a liquidation, dissolution, or winding up of the Company,
whether voluntary or involuntary, the holders of shares of 1996-MAJOR Series
shall be entitled to receive out of the assets of the Company, whether such
assets are capital or surplus of any nature, the sum of Ten Dollars ($10.00) per
share, and, in addition to such amount, a further amount equal to the dividends
declared but unpaid and accumulated thereon, to the date of such distribution,
and no more, before any payment shall be made or any assets distributed to the
holders of shares of Common Stock. If upon such liquidation, dissolution, or
winding up, whether voluntary or involuntary, the assets distributed among the
holders of all classes of the 1996-MAJOR Series shall be insufficient to permit
the payment to such shareholders of the full preferential amounts, then the
entire assets of the Company to be distributed shall be distributed ratably
among the holders of the 1996-MAJOR Series.

      5. Redemption.

      (a) At any time after December 31, 2001, the Company, at the option of the
Board of Directors, may redeem the whole of, or from time to time may redeem any
part of, the 1996-MAJOR Series on any dividend date by either (i) paying in cash
therefor $15.87 per share and, in addition to such amount, an amount in cash
equal to all dividends on the 1996-MAJOR Series declared but unpaid and
accumulated up to and including the date fixed for redemption or (ii) issuing,
to the extent of any amount not paid in cash, the Company's Bonds.

      (b) In case of the redemption of a part only of the outstanding shares of
the 1996-MAJOR Series, the Company shall designate by lot, in such manner as the
Board of Directors may determine, the shares to be redeemed, or shall effect
such redemption pro rata. Less than all of the shares of the 1996-MAJOR Series
at any time outstanding may not be redeemed until all dividends declared,
accrued and in arrears upon all of the shares of the 1996-MAJOR Series
outstanding shall have been paid for all past dividend periods, and until full
dividends, if any, for


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the then current dividend period on all shares of the 1996-MAJOR Series then
outstanding, other than the shares to be redeemed, shall have been paid or
declared and the full amount thereof set apart for payment. At least 30 days'
previous notice by mail, postage prepaid, shall be given to the holders of
record of the shares to be redeemed.

      (c) In the event that the Company exercises its right to purchase the
1996-MAJOR Series with Bonds, such Bonds shall bear interest at the current
prime rate of interest as set by CitiBank, N.A. shall mature on December 31,
2006, shall require quarterly payments of interest, in arrears, on the second
Thursday of April, July, October and January, and shall require quarterly
repayments of principal. The Company, at the option of the Board of Directors,
may redeem any of such Bonds at any time upon payment of the principal value
together with all unpaid interest.

      6. Voting.

      The 1996-MAJOR Series shall have voting rights. For voting purposes, such
series shall be considered part of the Common Shares and shall vote with the
common stock, rather than as a separate series of preferred stock. Each share of
the 1996-MAJOR Series shall have two votes per share.

      7. Conversion.

      The shares of 1996-MAJOR Series shall be convertible into fully paid and
nonassessable Common Shares of the Company, upon the terms and conditions set
forth in this Paragraph 8, at any time and from time to time, except that any of
such 1996-MAJOR shares which have been called for redemption shall be
convertible up to and including, but not after, the close of business on the
tenth (10) day prior to the redemption date.

      (i) In order to exercise the conversion privilege, the holder of any of
      the shares of the 1996-MAJOR Series to be converted shall surrender the
      certificate or certificates therefor to any transfer agent of the Company
      for such shares, duly endorsed in blank for transfer with the signature
      medallion guaranteed, accompanied by written notice of election to convert
      such shares or a portion thereof executed on the form set forth on such
      certificates or on such other form as may be provided form time to time by
      the Company.

            As soon as practicable after the surrender of such certificates as
      provided above, the Company shall cause to be issued and delivered, at the
      office of such transfer agent, to or on the order of the holder of the
      certificates thus surrendered, a certificate or


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      certificates for the number of full shares of Common Stock issuable
      hereunder upon the conversion of such shares of the 1996-MAJOR Series and
      cash or scrip, as provided in subparagraph (v) below, in respect of any
      fraction of a common share issuable upon such conversion. Such conversion
      shall be deemed to have been effected on the date on which the
      certificates for such shares of the 1996-MAJOR Series have been
      surrendered as provided above, and the person in whose name any
      certificate or certificates for Common Stock are issuable upon conversion
      shall be deemed to have become on such date the holder of record of the
      shares represented thereby.

      (ii) Each share of the 1996-MAJOR Series shall be convertible into that
      number of Common Shares of the Company obtained by dividing the
      liquidation preference of the -MAJOR Series ($10.00 per share) by the
      conversion price of the Common Shares as set forth in the immediately
      succeeding sentence. The conversion price per Common Share shall be the
      lower of (a) Five Dollars ($5.00) or (b) the average of the bid and asked
      closing prices of the Common Shares for the twenty (20) consecutive
      trading days ending on the day prior to conversion, so that each share of
      the 1996-MAJOR Series shall be convertible into at least two (2) Common
      Shares. No fractional Common Shares shall be issued.

      (iii) Earned and declared but unpaid and accrued or accumulated dividends
      on the 1996-MAJOR Series shall be paid in cash on the date of conversion.

      (iv) In case of the voluntary dissolution, liquidation, or winding up of
      the Company, all conversion rights of the holders of shares of 1996-MAJOR
      Series shall terminate on a date fixed by the Board of Directors, but not
      more than thirty (30) days prior to the record date for determining the
      holders of the Common Shares entitled to receive any distribution upon
      such dissolution, liquidation or winding up. The Company shall cause
      notice of the proposed action, and of the date of termination of
      conversion rights, to be mailed to the holders of record of shares of the
      1996-MAJOR Series not later than thirty (30) days prior to the date of
      such termination, and shall promptly give similar notice to each transfer
      agent for such Preferred Stock and for the Common Stock.

      (v) No fractional share of Common Stock shall be issued upon conversion of
      any share of the 1996-MAJOR Series, but in lieu of fractional shares the
      Company shall, at its option, either pay an amount in cash equal to the
      current market value of such fractional interest, computed on the basis of
      the last reported sale price of the Common Stock prior


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      to the date of conversion, or issue scrip of the Company in respect
      thereof. Such scrip shall be noninterest-bearing and non-voting, shall be
      exchangeable in combination with other similar scrip for the number of
      full shares of Common Stock represented thereby, shall be issued in such
      denominations and in such form, shall expire after such reasonable time,
      which shall not be less than one year from the date of issue, may contain
      such provisions for the sale for the account of the holder of such scrip
      of the shares of Common Stock for which such scrip is exchangeable, and
      shall be subject to such other terms and provisions, if any, as the Board
      of Directors may from time to time determine prior to the issuance
      thereof.

      (vi) As long as any of the shares of the 1996-MAJOR Series remain
      outstanding, the Company shall take all steps necessary to reserve and
      keep available a number of its authorized but unissued shares of Common
      Stock sufficient for issuance upon conversion of all such outstanding
      shares of the 1996-MAJOR Series, and for issuance in exchange for all
      outstanding scrip certificates.

      (vii) All certificates for the shares of the 1996-MAJOR Series surrendered
      for conversion as provided herein shall be canceled and retired, and no
      further shares of the 1996-MAJOR Series shall be issued in lieu thereof.

      (ix) The exercise of the conversion privilege shall be subject to such
      regulations, not inconsistent with the foregoing provisions of this
      paragraph, as may from time to be adopted by the Board of Directors of the
      Company.

      (x) All shares of Common Stock issued upon the conversion of the shares of
      the 1996-MAJOR Series shall be validly issued and outstanding, and fully
      paid and nonassessable.

      8. No Preemptive Rights.

      No holder of any shares of the 1996-MAJOR Series, as such, shall be
entitled as a matter of right to subscribe for or purchase any part of any new
or additional issue of shares of any class or series, junior or senior thereto,
or securities convertible into, exchangeable for, or exercisable for the
purchase of, shares of any class or series, junior or senior, whether now or
hereafter authorized, and whether issued for cash, property, services, by way of
dividends, or otherwise.


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      IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed on its behalf by its undersigned President and attested to by its
Secretary this [__] day of [________], 1997.


                        FIDELITY HOLDINGS, INC.

ATTEST:

[Corporate Seal]

                        By: /s/ Doron Cohen
     
                           Doron Cohen, President


/s/ Glenn H. Bank

Glenn H. Bank, Secretary


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