Exhibit 3.3

                           CERTIFICATE OF DESIGNATION
                                ESTABLISHING THE
           SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
                                       OF
                            COLLEGE PARTNERSHIP, INC.


     COLLEGE PARTNERSHIP, INC. (formerly College Bound Student Alliance, Inc.),
a corporation organized and existing under the Nevada Revised Statutes (the
"Corporation"),

     DOES HEREBY CERTIFY:

     That, pursuant to the authority conferred upon the Board of Directors of
the Corporation (the "Board") by the Articles of Incorporation, as amended, of
the Corporation, and pursuant to the provisions of Chapter 78-315, 78-195, and
78-1955 of the Nevada Revised Statutes, the Board, by unanimous written consent
on June 24, 2003, adopted the following resolution providing for the rights,
designation, number, powers, preferences, limitations, restrictions, relative
rights, and other matters relating to a series of preferred stock of the
Corporation (the "Preferred Stock"):

          "RESOLVED, that the Corporation amend Article II of its
          Articles of Incorporation to create and issue a series of
          Preferred Stock to be designated the "Series A Cumulative
          Convertible Redeemable Preferred Stock" by adding the
          following subsections to Article II, and that the Board does
          hereby fix and determine the rights, designation, number,
          powers, preferences, limitations, restrictions, and relative
          rights and other matters relating to such shares of Series A
          Cumulative Convertible Redeemable Preferred Stock as
          follows:

     A. Designation and Number. A series of the preferred stock, designated the
"Series A Cumulative Convertible Redeemable Preferred Stock," $0.001 par value,
(the "Series A Preferred"), is hereby established. The number of shares of the
Series A Preferred shall be two hundred thousand (200,000), and the purchase
price shall be one dollar ($1.00) per share (the "Purchase Price"). The rights,
preferences, privileges, and restrictions granted to and imposed on the Series A
Preferred are as set forth in this Article II.

     B. Relative Seniority. In respect to the right to receive dividends, the
Series A Preferred shall rank senior to the common stock of the Corporation (the
"Common Stock"). In respect to the right to participate in distributions or
payments in the event of any liquidation, dissolution, or winding up of the
Corporation, the Series A Preferred shall rank pari passu with the Common Stock
and any other capital stock of the Corporation designated as ranking pari passu
with the Common Stock.

<PAGE>

     C. Dividend Provisions. The holders of shares of Series A Preferred shall
be entitled to receive cumulative cash dividends, out of funds 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 then outstanding, at the
rate of 6% per share (as adjusted for stock dividends, combinations or splits
with respect to such shares) compounded annually and payable monthly, if and
when declared by the Board (such dates of payment being hereinafter called a
"Series A Dividend Payment Date" and each period beginning on the day succeeding
a Series A Dividend Payment Date and ending on the following Series A Dividend
Payment Date being hereinafter called a "Series A Dividend Period") to the
holders of record of Series A Preferred at the close of business on such date as
shall be fixed by the Board at the time of declaration of the dividend (the
"Series A Dividend Record Date"). The amount of any dividend payable for the
initial Series A Dividend Period and for any other Series A Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. Dividends on the shares of Series A Preferred shall accrue and be
cumulative from and including the date of original issue thereof (the "Issue
Date"), whether or not (i) the Corporation has earnings, (ii) dividends on such
shares are declared or (iii) on any Series A Dividend Payment Date there shall
be funds legally available for the payment of such dividends.

     D. Series A Preferred Optional Redemption.

          (1) Right of Redemption. After the third (3rd) anniversary of the
Issue Date and upon 30 days prior written notice (the "Series A Redemption
Notice"), the Corporation shall have the right to redeem, for cash, any number
of shares of Series A Preferred (the "Redemption") at any number of closings for
one hundred ten percent (110%) of the Purchase Price ($1.10 per share (as
adjusted for stock dividends, combinations or splits with respect to such
shares)) plus all accrued and unpaid dividends (the "Series A Redemption Price")
up to and including the date fixed for such Redemption (the "Series A Redemption
Date").

          (2) Mechanics of Redemption. Any Series A Redemption Notice delivered
under this Article II(D) shall state (i) the number of shares of the Series A
Preferred to be redeemed, (ii) the Series A Redemption Price, (iii) the Series A
Redemption Date, (iv) the place or places where the certificates representing
the Series A Preferred are to be surrendered for payment of the Series A
Redemption Price, and (v) that dividends on the shares of Series A Preferred
being redeemed pursuant to such Series A Redemption Notice will cease to
accumulate on the relevant Series A Redemption Date. On the applicable Series A
Redemption Date, the full Series A Redemption Price for such shares shall be
paid by the Corporation by wire transfer or check to the person whose name
appears on such certificate or certificates as the owner thereof, and each
surrendered certificate shall be cancelled and retired. In the event that less
than all of the shares represented by any such certificate are redeemed, a
balance certificate representing the unredeemed shares shall be issued promptly.

     E. Conversion. The holders of the Series A Preferred shall have conversion
rights as follows:

          (1) Right to Convert. Until the fifth (5th) anniversary of the Issue
Date, each share of Series A Preferred shall be convertible, at the option of
the holder thereof at any time and from time to time after the Issue Date,
including the period of time between the receipt of a Series A Redemption Notice
and the Series A Redemption Date, at the office of the Corporation or any
transfer agent for such stock, into one share of fully paid and nonassessable
Common Stock (the "Conversion Right").

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<PAGE>

          (2) Mechanics of Conversion. In order to exercise the Conversion
Right, the holder of each share of Series A Preferred to be converted shall
surrender the certificate evidencing such share, duly endorsed or assigned to
the Corporation or in blank, at the office of the Corporation's transfer agent,
accompanied by written notice to the Corporation that the holder thereof elects
to convert such share of Series A Preferred into Common Stock. Unless the
certificate or certificates for shares of Common Stock issuable on conversion
are to be registered in the same name as the name in which such certificate for
Series A Preferred is registered, each certificate surrendered for conversion
shall be accompanied by instruments of transfer, in form satisfactory to the
Corporation, duly executed by the holder or such holder's duly authorized agent
and an amount sufficient to pay any transfer or similar tax (or evidence
reasonably satisfactory to the Corporation demonstrating that such taxes have
been paid).

               (a) Holders of Series A Preferred at the close of business on the
Series A Dividend Record Date shall be entitled to receive the dividend payable
on the corresponding Series A Dividend Payment Date notwithstanding the
conversion of the Series A Preferred following such Series A Dividend Record
Date and prior to such Series A Dividend Payment Date. However, shares of Series
A Preferred surrendered for conversion during the period beginning with the
close of business on any Series A Dividend Record Date and ending with the
opening of business on the corresponding Series A Dividend Payment Date must be
accompanied by payment of an amount equal to the dividend payable on such shares
on such Series A Dividend Payment Date. The Corporation shall make further
payment or allowance for, and a converting holder shall be entitled to, accrued
but unpaid dividends in arrears (excluding the then current quarter) on
converted shares and for dividends on the Common Stock, if any, issued upon such
conversion. A holder of shares of Series A Preferred on a Series A Dividend
Record Date who (or whose transferee) surrenders any such shares for conversion
into Common Stock after the opening of business on the corresponding Series A
Dividend Payment Date will receive the dividend payable by the Corporation on
such Series A Preferred on such date, and the converting holder need not include
payment of the amount of such dividend upon such surrender.

               (b) As promptly as practicable after the surrender of
certificates for Series A Preferred as aforesaid, the Corporation shall issue
and shall deliver at such office to such holder, or on such holder's written
order, a certificate or certificates for the number of whole shares of Common
Stock issuable upon the conversion of such Series A Preferred in accordance with
the provisions of this Article II(E)(2)(b), and any fractional interest in
respect of Common Stock arising upon such conversion shall be settled as
provided in Article II(E)(2)(c). Each conversion shall be deemed to have been
effected immediately prior to the close of business on the date on which the
certificates for Series A Preferred shall have been surrendered and such notice
(and if applicable, payment of an amount equal to the dividend payable on such
shares) received by the Corporation as aforesaid, and the person or persons in
whose name or names any certificate or certificates for Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby at such time on such date,
unless the share transfer books of the Corporation shall be closed on that date,
in which event such person or persons shall be deemed to have become such holder
or holders of record at the opening of business on the next succeeding day on
which such share transfer books are open.

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<PAGE>

               (c) No fractional shares or scrip representing fractions of
Common Stock shall be issued upon conversion of the Series A Preferred. In lieu
of issuing a fractional interest in Common Stock that would otherwise be
deliverable upon the conversion of a share of Series A Preferred, the
Corporation shall pay to the holder of such share an amount in cash equal to
such fraction multiplied by the Current Market Price of the Common Stock on the
Trading Day immediately preceding the date of conversion. If more than one share
of Series A Preferred shall be surrendered for conversion at one time by the
same holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number of shares of
Series A Preferred so surrendered. For purposes of this Article II(E)(2)(c)
"Current Market Price" of the Common Stock shall mean the last reported sale
price on such day or, if no sale takes place on such day, the average of the
reported closing bid and asked prices on such day, in either case as reported on
the New York Stock Exchange ("NYSE") or, if such security is not listed or
admitted for trading on the NYSE, on the principal national securities exchange
on which such security is listed or admitted for trading or, if not listed or
admitted for trading on any national securities exchange, on the NASDAQ National
Market or, if such security is not quoted on the NASDAQ National Market, the
average of the closing bid and asked prices on such day in the over-the-counter
market as reported by NASDAQ or, if bid and asked prices for such security on
such day shall not have been reported through NASDAQ, the average of the bid and
asked prices on such day as furnished by any NASD member firm regularly making a
market in such security and selected for such purpose by the Board. For purposes
of this Article II(E)(2)(c) "Trading Day" shall mean any day on which the Common
Stock is traded on the principal national securities exchange on which such
security is listed or admitted for trading, or if not listed or admitted for
trading on any national securities exchange, on the NASDAQ National Market or,
if such security is not quoted on the NASDAQ National Market, in the applicable
securities market in which the security is traded.

               (d) If after the Issue Date the Corporation shall change the
Series A Preferred or the Common Stock into the same or a different number of
shares of any class or classes of capital stock, whether by capital
reorganization, reclassification or otherwise, then and in each event each
holder of the Series A Preferred shall have the right to convert such shares of
Series A Preferred into such kind and amount of shares of capital stock as such
holder would have received if the holder had converted the Series A Preferred
into Common Stock immediately prior to such reorganization, reclassification or
other change.

               (e) If after the Issue Date the Corporation shall make or issue,
or fix a record date for the holders of Common Stock entitled to receive, a
dividend or other distribution payable in securities issued by the Corporation,
then and in each event, provision shall be made so that each holder of Series A
Preferred shall be entitled to receive, upon conversion of the Series A
Preferred, in addition to shares of Common Stock receivable thereupon, such
number of such securities as such holder would have received if the holder had
converted the Series A Preferred immediately prior to the date of such event and
had continued to hold such securities until the conversion date.

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<PAGE>

               (f) The Corporation shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
Common Stock, for the purpose of effecting conversion of the Series A Preferred,
the full number of shares of Common Stock deliverable upon the conversion of all
outstanding Series A Preferred not theretofore converted. For purposes of this
Article II(E)(2)(f), the number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Series A Preferred shall be computed as
if at the time of computation all such outstanding shares were held by a single
holder.

     F. Voting Rights. Except as provided by the Nevada Revised Statutes, the
holders of the Series A Preferred shall not be entitled to vote at any meeting
of the stockholders for the election of directors or for any other purpose or to
participate in any action taken by the Corporation or the stockholders thereof,
or to receive any notice of any meeting of stockholders.

     G. Status of Converted Stock. In the event any shares of Series A Preferred
shall be converted pursuant to Section E hereof, the shares so converted shall
be canceled and returned to the pool of authorized preferred stock available for
designation and issuance by the Board.

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     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officer, this 24th day of June, 2003.

                                      COLLEGE PARTNERSHIP, INC.

                                      By: /s/ John J. Grace
                                      ------------------------------------------
                                      John J. Grace
                                      Chief Financial Officer








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