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                                 Certificate of
                                   Designation

    CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES AND OTHER RIGHTS
   AND QUALIFICATIONS, LIMITATIONS, RESTRICTIONS AND OTHER CHARACTERISTICS OF
                            SERIES A PREFERRED STOCK

                                       OF

                            ORBIT BRANDS CORPORATION

        It is hereby certified that:

        1. The name of the corporation is ORBIT BRANDS CORPORATION (hereinafter,
the "Corporation").

        2. The Certificate of Incorporation, as amended, of the Corporation
authorizes the issuance of 10,000,000 shares of Series A Preferred Stock, $0.001
par value, and expressly vests in the Board of Directors of the Corporation the
authority provided therein to issue any or all of said shares in one or more
series and by resolution or resolutions, the designation, number, full or
limited voting powers, or the denial of voting powers, preferences and relative,
participating, optional, and other special rights and the qualifications,
limitations, restrictions, and other distinguishing characteristics of each
series to be issued.

        3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid, has adopted the following resolutions
creating a Series A issue of Preferred Stock:

        **RESOLVED**, that the Board of Directors hereby fixes and determines the
designation of the number of shares and the rights, preferences, privileges and
restrictions relating to the Series A Preferred Stock:

        (a) Designation. The series of Preferred Stock created hereby shall be
designated the "Series A Preferred Stock".

        (b) Authorized Shares. The number of shares of Series A Preferred Stock
shall be Ten Million (10,000,000) Shares.

                                       -1-

        (c) Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, after setting
apart or paying in full the preferential amounts due to holders of senior
capital stock, if any, the holders of Series A Preferred Stock and parity
capital stock, if any, shall be entitled to receive, prior and in preference to
any distribution of any of the assets or surplus funds of the Corporation to the
holders of junior capital stock, including Common Stock, an amount equal to the
market value of the Series A Preferred Stock as of such date divided by the
number of common shares into which this series of preferred stock converts per
share, plus accrued and unpaid dividends (the "Liquidation Preference"). If upon
such liquidation, dissolution or winding up of the Corporation, the assets of
the Corporation available for distribution to the holders of the Series A
Preferred Stock and parity capital stock, if any, shall be insufficient to
permit in full the payment of the Liquidation Preference, then all such assets
of the Corporation shall be distributed ratably among the holders of the Series
A Preferred Stock and parity capital stock, if any. Neither the consolidation or
merger of the Corporation, nor the sale, lease or transfer by the Corporation of
all or a part of its assets, shall be deemed a liquidation, dissolution or
winding up of the Corporation, for purposes of this Section ( c ).

        (d) Dividends. The Series A Preferred Stock shall not be entitled to
receive any dividends.

        (e) Conversion Rights. Each share of Series A Preferred Stock shall be
convertible, at the option of the holder, into 1000:1 fully paid and
nonassessable shares of the Corporation's Common Stock, provided, however, that
such conversion would not violate any applicable federal, state or local law,
rule, or regulation, or any judgment, writ, decree or order binding upon the
Corporation or the holder, or any provision of the Corporation's or the holder's
Amended Articles of Incorporation or Bylaws, nor conflict with or contravene the
provisions of any agreement to which the Corporation or the holder are parties,
or by which they are bound. Said conversion rate shall be subject to equitable
adjustment at the reasonable discretion of the Board of Directors of the
Corporation in the event of the occurrence of capital events which make such
adjustment appropriate, such as a dividend payable in shares of common stock,
combinations of the common stock, a merger or consolidation, or the like.

        (i) Conversion Procedure.

        The holder shall effect conversions by surrendering the certificate(s)
        representing the Series A Preferred Stock to be converted to the
        Corporation, together with a form of conversion notice satisfactory to
        the Corporation, which shall be irrevocable. If the holder is
        converting less than all of the shares of Series A Preferred Stock

                                       -2-

        represented by the certificate tendered, the Corporation shall
        promptly deliver to the holder a new certificate representing the
        Series A Preferred Stock not converted. Not later than five (5)
        trading days after the conversion date, the Corporation shall deliver
        to the holder a certificate or certificates, which shall be subject to
        restrictive legends and trading restrictions required by law,
        representing the number of shares of Common Stock being acquired upon
        the conversion; provided, however, that the Corporation shall not be
        obligated to issue such certificates until the Series A Preferred
        Stock is delivered to the Corporation. If the Corporation does not
        deliver such certificate(s) by the date required under this paragraph
        (e)(I), the holder shall be entitled, by written notice to the
        Corporation at any time on or before receipt of such certificate(s),
        to rescind such conversion.

        (ii) Value Maintenance and Reset Provision

        The number of common shares that this series of convertible preferred
        shares convert into is initially set as of the date of this
        certificate. The number of shares is calculated by taking the
        conversion ratio and multiplying the amount of common shares available
        per preferred share by the number of preferred shares designated by
        the preferred share certificate attached to this certificate. However,
        this number shall be adjusted at the end of each month, or on any date
        upon which a demand for conversion occurs. The purpose of this
        provision is to maintain the original underlying value of the
        preferred shares on the date of the original issuance of the preferred
        shares. This will be accomplished using the following formula:

        One divided by the quotient of the common stock price on the day of
        conversion divided by the common stock price as of the original date
        of issuance of the preferred shares. This result shall be multiplied
        by the number of original common shares that the preferred shares
        could have been converted to, i.e., assume the original common stock
        price was $10, and the current stock price is $5. To convert the
        convertible shares today, the number of common shares per conversion
        would increase by the following formula: 1 ) ($5 per share ) $10 per
        share) = 2. Then multiply the original number of common shares that
        the preferred stock could have converted into by 2. However, in no
        case shall the preferred shares be convertible into a number of common
        shares that is less then the original number of common shares that the
        preferred shareholders had the right to convert into as of the date of
        issuance.

                                       -3-

        (iii) Conversion Penalty.

        In the event the Corporation breaches its obligation to timely deliver
        the Common Stock on conversion, without limiting the shareholder's
        other rights and remedies, the Corporation shall pay to the
        shareholder $5.00 per day for each such breach for each 1000:1 shares
        of Common Stock subject to the conversion, with pro rata payments for
        amounts less than 1000:1 shares.

        (iv) Adjustments on Stock Splits, Dividends and Distributions.

        If the Corporation, at any time while any Series A Preferred Stock is
        outstanding, (a) shall pay a stock dividend or otherwise make a
        distribution or distributions on shares of its Common Stock payable in
        shares of its capital stock (whether payable in shares of its Common
        Stock or of capital stock of any class), (b) subdivide outstanding
        shares of Common Stock into a larger number of shares, (c) combine
        outstanding shares of Common Stock into a smaller number of shares, or
        (d) issue reclassification of shares of Common Stock into any shares
        of capital stock of the Corporation, the Conversion Ratio shall be
        adjusted by multiplying the number of shares of Common Stock issuable
        by a fraction, of which the numerator shall be the number of shares of
        Common Stock of the Corporation outstanding after such event and the
        denominator shall be the number of shares of Common Stock outstanding
        before such event. Any adjustment made pursuant to this paragraph
        (e)(iv) shall become effective immediately after the record date for
        the determination of stockholders entitled to receive such dividend or
        distribution, or immediately after the effective date in the event of
        a subdivision, combination or reclassification. Whenever the
        Conversion Ratio is adjusted pursuant to this paragraph, the
        Corporation shall promptly mail to the shareholder a notice setting
        forth the Conversion Ratio after such adjustment and a brief statement
        of the facts requiring such adjustment.

        (v) Adjustments on Reclassifications, Consolidations and Mergers.

        In the event of a reclassification of the Common Stock or a
        consolidation or merger of the Corporation with or into another
        person, the sale or transfer of all or substantially all of the assets
        of the Corporation, or any compulsory share exchange pursuant to which
        the Common Stock is converted into other securities, cash or property,
        then each holder of Series A Preferred Stock then outstanding shall
        have the right thereafter to convert such Series A Preferred Stock
        only into the shares of stock or other securities or property
        receivable upon, or deemed to be held by holders of Common Stock
        following, such reclassification, consolidation, merger,

                                       -4-

        sale, transfer or share exchange, and the holder shall be entitled
        upon such event to receive such amount of securities or property as
        the shares of the Common Stock into which such Series A Preferred
        Stock could have been converted immediately prior to such
        reclassification, consolidation, merger, sale, transfer or share
        exchange would have been entitled. The terms of any such
        consolidation, merger, sale, transfer or share exchange shall include
        such terms as are necessary or required in order to continue to give
        to the holder the right to receive the securities or property set
        forth in this paragraph (e)(v) upon any conversion following such
        consolidation, merger, sale, transfer or share exchange. This
        provision shall similarly apply to successive reclassifications,
        consolidations, mergers, sales, transfers or share exchanges.

        (vi) Fractional Shares; Issuance Expenses.

        Upon a conversion of Series A Preferred Stock, the Corporation shall
        not be required to issue stock certificates representing fractions of
        shares of Common Stock, but shall issue that number of shares of
        Common Stock which is rounded to the nearest whole number. The
        issuance of certificates for shares of Common Stock on conversion of
        Series A Preferred Stock shall be made without charge to the holder
        for any documentary stamp or similar taxes that may be payable in
        respect of the issuance or delivery of such certificate, provided that
        the Corporation shall not be required to pay any tax that may be
        payable in respect of any such transfer involved in the issuance
        and/or delivery of any such certificate upon conversion in a name
        other than that of the holder, and the Corporation shall not be
        required to issue or deliver such certificates unless or until the
        person or persons requesting the issuance thereof shall have paid to
        the Corporation the amount of such tax, or shall have established to
        the satisfaction of the Corporation that such tax has been paid.

        (f) Voting Rights. Except as otherwise expressly provided herein or as
required by law, the holders of shares of Series A Preferred Stock shall be
entitled to vote on any matters considered and voted upon by the Corporation's
Common Stock. The holders of Series A Preferred Stock shall be entitled to
1000:1 votes per share of Series A Preferred Stock. Except as otherwise
expressly provided herein or as required by law, the holders of Series A
Preferred Stock and the holders of Common Stock shall vote as separate classes.

        (g) Reservation of Shares of Common Stock. The Corporation covenants that
it will at all times reserve and maintain available out of its authorized and
unissued Common Stock, solely for the purpose of issuance upon conversion of
Series A Preferred Stock as herein provided, free from preemptive rights or any
other actual contingent purchase rights of

                                      -5-

persons other than the holders of Series A Preferred Stock, such number of
shares of Common Stock as shall be issuable upon conversion of the outstanding
Series A Preferred Stock. If at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all
outstanding Series A Preferred Stock, the Corporation shall take such corporate
action as may be necessary to increase the number of authorized shares of Common
Stock which are required to satisfy such purpose. The Corporation covenants that
all shares of Common Stock that shall be so issuable shall, upon issuance, be
duly and validly authorized, issued, fully paid and nonassessable.

        (h) No Reissuance of Series A Preferred Stock. No shares of Series A
Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise, shall be reissued, and all such shares shall be
cancelled, retired and/or eliminated from the shares of capital stock which the
Corporation shall be authorized to issue.

        (I) Mandatory Redemption. There shall be no mandatory redemption.

        (j) Assignment. There shall be no restrictions prohibiting a preferred
stock holder from assigning, pledging or hypothecating his, her or its preferred
shares.

        **ACCORDINGLY, IT IS HEREBY

        RESOLVED** that the statements contained in the foregoing resolutions creating and
        designating the Series A Preferred Stock, and fixing the number, voting powers,
        preferences and relative, participating, optional, and other special rights
        thereon, and the qualifications, limitations, restrictions, and other
        distinguishing characteristics thereof, upon the effective date of such series,
        shall be deemed to be included in, and to be a part of, the certificate of
        incorporation of the Corporation pursuant to the provisions of the General
        Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate on ***June 1
, 2004.***/s/ Joseph R. Cellura***Joseph R. Cellura, Chairman and Chief Executive Officer***

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