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                                                                     Exhibit 3.4

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                        AND RIGHTS OF PREFERRED STOCK OF
                        ROTARY POWER INTERNATIONAL, INC.

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                  ROTARY POWER INTERNATIONAL, INC (the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware,

                  DOES HEREBY CERTIFY:

                  THAT, pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, as amended,
and pursuant to the provisions of Section 151 of Delaware General Corporation
Law, said Board of Directors, by the consent of its Sole Director, filed with
the minutes of the Board of Directors, duly adopted a resolution creating a
class of 300,000 shares of preferred stock designated as "Series 3 (Non-Voting)
Convertible Preferred Stock", as follows:

                  RESOLVED, that pursuant to the authority expressly granted and
vested in the Board of Directors of the Corporation in accordance with the
provisions of the Corporations's Certificate of Incorporation, as amended, a
class of the preferred stock of the Corporation be, and it hereby is, created,
and that the designation and amount thereof and the voting powers, preferences
and relative, participating, optional and other special rights, qualification,
limitations and restrictions thereof shall be as follows:

                  1.       DESIGNATION AND AMOUNT. The shares of this class
                           shall be designated as "Series 3 (Non-Voting)
                           Convertible Preferred Stock", and the number of
                           shares constituting such class shall be 300,000. The
                           par value of such class shall be $0.01 per share.
                           Such class shall be referred to herein as the "Series
                           3 Stock".

                  2.       DIVIDENDS. No dividends shall be declared or paid on
                           Series 3 Stock .

                  3.       LIQUIDATION RIGHTS. In the event of voluntary or
                           involuntary liquidation, dissolution, or winding up
                           of the Corporation, the holders of Series 3 Stock are
                           entitled to receive out of assets of the Corporation
                           available for distribution to stockholders, before
                           any distribution of assets is made to holders of
                           Common Stock or any other stock ranking junior to the
                           Series 3 Stock as to liquidation, a liquidating
                           distribution in an amount equal to $1.00 per share.
                           After the payment of all preferential amounts to be
                           paid to the holders of Series 3 Stock, upon the
                           dissolution, liquidation or winding up of the
                           Corporation, the holders of shares of Common Stock
                           then outstanding shall be entitled to receive the
                           remaining assets and funds of the Corporation
                           available for distribution to its stockholders.


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                  4        VOTING RIGHTS. The holders of Series 3 Stock shall
                           have no voting rights, or be entitle to notice of any
                           stockholder meetings, except as may be required by
                           law.

                  5.       CONVERSION RIGHTS. Holders of Series 3 Stock will be
                           entitled to convert each share of Series 3 Stock into
                           four fully paid and non-assessable shares of Common
                           Stock, subject to adjustments for any stock splits,
                           stock dividends, reverse stock splits, or
                           recapitalizations.

                  6.       OPTIONAL CASH REDEMPTION. The Corporation may, from
                           time to time, offer to redeem outstanding shares of
                           Series 3 Stock for cash, but will redeem Series 3
                           Stock only with the concurrence of the holders of
                           such stock. If offered and accepted, the redemption
                           price is hereby established as $1.00 per share plus
                           interest accrued at the annual rate of 25% pro-rated
                           from the date of subscription to the date of
                           redemption, but no less than $1.10 per share.

                  7.       MERGER, ETC. In the event of a merger or
                           consolidation of the Corporation with another
                           corporation, a reorganization, or sale of all or
                           substantially all of the Corporation's assets that is
                           effectuated in such a way that holders of Common
                           Stock are entitled to receive stock, securities, or
                           assets (including, without limitation, cash) with
                           respect to or in exchange for Common Stock, then
                           holders of the outstanding Series 3 Stock, from such
                           point thereafter, shall have the right to convert
                           such Series 3 Stock into the kind and amount of
                           stock, securities and assets received by a holder of
                           the equivalent number shares of Common Stock into
                           which the Series 3 Stock may have been converted
                           immediately prior to such transaction at the Series 3
                           Stock conversion rate for conversion to Common
                           shares, adjusted as per paragraph (5) above.

                  8.       MANDATORY CONVERSION. Each share of Series 3 Stock
                           shall be automatically converted into four fully paid
                           and non-assessable shares of Common Stock, subject to
                           adjustment under paragraph (5) above, immediately
                           prior to the closing of any underwritten public
                           offering of the Corporation's Common Stock.

                  9.       FRACTIONAL SHARES. No fractional shares of Common
                           Stock shall be issued upon conversion of Series 3
                           Stock. In lieu of any fractional share to which the
                           holder would otherwise be entitled, the Corporation
                           shall pay to such holder in cash or by check an
                           amount equal to the value of such fractional share.

                  10.      PROCEDURE UPON OPTIONAL CONVERSION. In order for a
                           holder of Series 3 Stock to convert shares of Series
                           3 Stock to Common Stock, such holder shall surrender
                           the certificate or certificates for such shares of
                           Series 3 Stock at the principal office of the
                           Corporation's transfer


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                           agent, together with written notice that such holder
                           elects to convert all or any number of shares of the
                           Series 3 Stock represented by such certificate or
                           certificates. Such notice shall state such holder's
                           name or the names of the nominees in which such
                           holder wishes the certificate or certificates for
                           shares of Common Stock to be issued. Certificates
                           surrendered for conversion shall be endorsed or
                           accompanied by a written instrument or instruments of
                           transfer, in form satisfactory to the Corporation,
                           duly executed by the registered holder or his
                           attorney duly authorized in writing. The date of
                           receipt of such certificates by the transfer agent
                           shall be the conversion date ("Conversion Date"). The
                           Corporation shall, as soon as practicable after the
                           Conversion Date, issue and deliver to such holder of
                           Series 3 Stock, or to his nominees, a certificate for
                           the number of full shares of Common Stock to which
                           such holder shall be entitled and a check with
                           respect to any fractional share of Common Stock. The
                           holder in whose name the certificate is issued shall
                           become a holder of record of such Common Stock on the
                           applicable Conversion Date.

                  11.      PROCEDURE UPON MANDATORY CONVERSION. Upon the
                           occurrence of a Conversion Event under paragraph (8)
                           above, the outstanding shares of Series 3 Stock shall
                           be converted automatically without any further action
                           by the holders of such shares and regardless of
                           whether certificates representing such shares are
                           surrendered to the Corporation or its transfer agent;
                           provided, however, that the Corporation shall not be
                           obligated to issue to any such holder certificates
                           evidencing the shares of Common Stock issuable upon
                           such conversion unless certficates evidencing such
                           shares of Series 3 Stock are surrendered to the
                           Corporation or the transfer agent. As promptly as
                           possible after the Conversion Date (and after the
                           surrender of the certificates representing shares of
                           Series 3 Stock), the Corporation shall deliver to
                           such holder a certificate for the number of full
                           shares of Common Stock to which such holder shall be
                           entitled and a check with respect to any fractional
                           share of Common Stock. The holder in whose name the
                           certificate is issued shall become a holder of record
                           of such Common Stock on the applicable Conversion
                           Date.

                  12.      EFFECT OF CONVERSION. All shares of Series 3 Stock
                           which have been surrendered for conversion as herein
                           provided shall no longer be deemed to be outstanding
                           and all rights with respect to such shares, including
                           the right to receive notices, shall immediately cease
                           on the Conversion Date, except only the right of
                           holders thereof to receive shares of Common Stock in
                           exchange therefor. Any shares of Series 3 Stock so
                           converted shall be retired and canceled.

                  13.      AMENDMENTS. The Corporation may alter or change the
                           designations, preferences and relative,
                           participating, optional or other special rights of
                           the Series 3 Stock with the affirmative vote or
                           written consent as a class of the holders of at least
                           a majority of the shares of Series 3 Stock


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                           then outstanding, unless the consent or approval of a
                           greater number of shares shall then be required by
                           law. Notwithstanding the foregoing, the Corporation
                           may, from time to time, authorize the issuance, or
                           issue, additional shares of Series 3 Stock or shares
                           of any series or class of stock ranking senior to, or
                           on a parity with, the Series 3 Stock as to dividends,
                           rights upon liquidation or redemption or voting
                           rights with the consent of at least a majority of the
                           holders of Series 3 Stock.

                  FURTHER RESOLVED, that the Corporation hereby reserves, at all
times so long as any shares of Series 3 Stock remain outstanding, free from
preemptive rights, out of its treasury stock or its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series 3 Stock, a sufficient number of shares of Common Stock
to provide for the exchange or conversion of all outstanding shares of Series 3
Stock.

                  IN WITNESS WHEREOF, Rotary Power International, Inc. has
caused this Certificate to be signed by Ken Brody, its President, Secretary and
Sole Director, as of this 11th day of November, 1998.

                                     ROTARY POWER INTERNATIONAL, INC

                                     By:__________________________________

                                              Ken Brody, President