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                                                                     EXHIBIT 4.2

                          CERTIFICATE OF DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                        1997 CONVERTIBLE PREFERRED STOCK
                                       OF
                            BRASSIE GOLF CORPORATION

     BRASSIE GOLF CORPORATION, a corporation duly organized and validly existing
under the General Corporation Law of the State of Delaware (the "Corporation")
does hereby certify as follows:

     That pursuant to the authority conferred by the Corporation's Amended
Certificate of Incorporation, and pursuant to Section 151 of the Delaware
General Corporation Law, at a meeting duly held on December 29, 1997, the
Corporation's Board of Directors unanimously adopted a resolution providing for
the designations, preferences, and relative, participating, optional, or other
rights, and the qualifications, limitations or restrictions, of its 1997
Convertible Preferred Stock as follows:

     1. The distinctive designation of the series shall be "1997 Convertible
Preferred Stock" (the "Preferred Stock" or the "1997 Preferred Stock"). The
number of shares of 1997 Convertible Preferred Stock shall be 1,500.

     2. For purposes of this Certificate of Designation and the Company's
Certificate of Incorporation, (i) any series of preferred stock of the Company
entitled to dividends and liquidation preference on a parity with the 1997
Preferred Stock shall be referred to as "Parity Preferred Stock," (ii) any
series of preferred stock ranking senior to the 1997 Preferred Stock and Parity
Preferred Stock with respect to dividends and liquidation preference shall be
referred to as "Senior Stock," and (iii) the Common Stock and any series of
preferred stock ranking junior to the 1997 Preferred Stock and Parity Preferred
Stock with respect to dividends and liquidation preference shall be referred to
as "Junior Stock." As of the date of this Certificate of Designation, there is
not outstanding any Preferred Stock or Senior Stock.

     3. In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, after setting apart or paying in full
the preferential amounts due to holders of Senior Stock, the holders of 1997
Preferred Stock and Parity Preferred Stock shall be entitled to receive, prior
and in preference to any distribution of any of the assets or surplus funds of
the Company to the holders of Junior Stock or Common Stock by reason of their
ownership thereof, an amount equal to their full liquidation preference, which
in the case of shares of 1997 Preferred Stock shall be $1,000 per share, plus
accrued and unpaid dividends (the "Redemption Value"). If, upon such
liquidation, dissolution or winding-up of the Company, the assets of the Company
available for distribution to the holders of its stock be insufficient to permit
the dissolution in full of the amounts receivable as aforesaid by the holders of
Preferred Stock and Parity Preferred Stock, then all




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such assets of the Company shall be distributed ratably among the holders of
Preferred Stock and Parity Preferred stock in proportion to the amounts which
each would have been entitled to receive if such assets were sufficient to
permit distribution in full as aforesaid. Neither the consolidation nor merger
of the Company nor the sale, lease or transfer by the Company of all or any part
of its assets shall be deemed to be a liquidation, dissolution or winding-up of
the Company for the purposes of this paragraph.

     4. Dividends

        (a) The holders of the Preferred Stock shall be entitled to receive a
dividend, payable quarterly on the first day of each calendar quarter commencing
April, 1, 1998, which accrues from the date of issuance at the annual rate of
$70 per share, provided that dividends shall accrue at the annual rate of $180
per share so long as a Registration Statement (as defined in a Private Placement
Purchase Agreement of even date herewith) is not effective at any time after the
180th day following the issuance of the Preferred Stock. The preceding proviso
shall not limit any other rights or remedies of Holder as a result of the breach
by the Company of any provisions herein relating to the Registration Statement
or otherwise.

        (b) Dividends shall be payable at the option of the Company either in
cash or in shares of Common Stock which on the date of the dividend payment are
convertible into shares of Common Stock which have a value equal to the
dividend, provided that dividends may be paid in Common Stock only if the public
sale thereof is permitted under a then-effective registration statement. The
value of each share of Common Stock for the purposes of any dividend payment
shall be equal to the average of the last reported sales prices therefor on the
public markets on the last five days prior to the date of the payment.

     5. Conversion

        (a) The holder shall have the right at any time in its sole discretion,
to convert the Preferred Stock, in whole or in part into a number of shares (the
"Conversion Shares") of the Company's common stock (the "Common Stock") to $
1,000 per share converted divided by the Conversion Price. Conversion Price
means the lesser of (1) $0.70 (the "Cap") or (2) 75% of the average of the
closing bid price of a share of Common Stock of the Company during the ten
trading days prior to such conversion.

        (b) In the event that the holder elects to exercise its conversion
rights hereunder, it shall give to the Company written notice (by fax or
overnight courier service or personal delivery) of such election and shall
surrender his Preferred Stock to the Company for cancellation. Conversion shall
be effective upon the giving of such notice. The Company shall, within three
business days



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after receipt by the Company of notice of conversion, deliver to the Holder (or,
at Holder's request, DWAC) a certificate for the shares of Common Stock into
which such conversion was made.

        (c) The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for issuance upon the conversion of
the Preferred Stock as herein provided, the number of shares of Common Stock as
shall from time to time be issuable upon the conversion of the Preferred Stock.

        (d) The Percentage and the Cap shall each be reduced by two percentage
points for each full 30-day period after the 180th day after the date hereof in
which the Registration Statement has not been declared effective, provided that
neither the Cap nor the Percentage shall ever be less than 50% of its initial
value. The preceding sentence shall not limit any other rights or remedies of
Holder as a result of the breach by the Company of any provisions herein
relating to the Registration Statement or otherwise.

        (e) The Cap shall be equitably adjusted in case the Company shall issue
Common Stock as a dividend upon Common Stock or in payment of a dividend
thereon, shall subdivide the member of outstanding shares of its Common Stock
into a greater number of shares or shall contract the number of outstanding
shares of its Common Stock into a lesser number of shares.

        (f) If the Company shall effect any consolidation, merger or sale, or if
any capital reorganization or reclassification of the Common Stock shall be
effected, then, as a condition precedent of such transaction, appropriate
provision shall be made to the end that conversion rights hereunder (including,
without limitation, provisions for appropriate adjustments) shall thereafter be
applicable, as nearly as may be practicable in relation to the kind of stock,
securities or assets which are deliverable in respect of Common Stock upon the
consummation of such transaction.

        (g) The Preferred Stock shall be convertible at any time only to the
extent that Holder would not as a result of such conversion beneficially own
more than 4.99% of the then outstanding Common Stock. Beneficial ownership shall
be defined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934. The opinion of counsel to holder shall prevail in the event of any dispute
on the calculation of holder's beneficial ownership.

        (h) Should a holder propose to convert any Preferred Stock at a
Conversion Price which is less than $0.50, the Company shall have the option to
redeem all (but not any part) of the shares proposed to be converted at a
redemption price of $1,250 per share, plus any accrued but unpaid dividends. The
option shall be exercisable by written notice from the Company to the holder
which is given within four business days of the notice of conversion and which
is accompanied by payment of the redemption price in full.



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     6. Certain Payments. In the event the Company fails timely to deliver to
the holder or DWAC a certificate for shares of Common Stock as required
hereunder, or if the Company fails timely to make any required redemption
payment in respect of any shares of Preferred Stock, then, without limiting such
holder's other rights and remedies (including, without limitation, rights and
remedies available to such holder upon an event of default), the Company shall
forthwith pay to such holder an amount accruing at the rate of $50 per day for
each share of Preferred Stock.

     7. Events of Default and Early Redemption

        (a) An "event of default" with respect to the Preferred Stock shall
exist if any of the following shall occur,

            (i)   The Company shall breach or fail to comply with any provision
of this Certificate of Designation and such breach or failure shall continue for
15 days after written notice by any Holder to the Company.

            (ii)  A receiver, liquidator or trustee of the Company or of a
substantial part of its properties shall be appointed by court order and such
order shall remain in effect for more then 15 days; or the Company shall be
adjudicated bankrupt or insolvent; or a substantial part of the Company shall be
sequestered by court order and such order shall remain in effect for more than
15 days; or a petition to reorganize the Company under any bankruptcy,
reorganization or insolvency law shall be filed against the Company and shall
not be dismissed within 45 days after such filing.

            (iii) The Company shall file a petition in voluntary bankruptcy or
request reorganization under any provision of any bankruptcy, reorganization or
insolvency law, or shall consent to the filing of any petition against it under
any such law.

            (iv)  The Company shall make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due, or consent to the appointment of a receiver, trustee or liquidator
of the Company, or of all or any substantial part of its properties.

        (b) If an event of default referred to in clause (a)(i) shall occur, the
holder may, in addition to such holder's other remedies, by written notice to
the Company, require that the Company forthwith redeem the Preferred Stock at a
redemption price of $1,250 per share, plus any accrued but unpaid dividends.
Upon any such declaration, such amount shall become immediately due and payable
and the holder shall have all such rights and remedies provided for herein and
in the Subscription Agreement. If an event of default referred to in clauses
(a)(ii), (a)(iii) or (a)(iv) shall occur, the Company forthwith redeem the
Preferred Stock at a redemption price of $1,250 per share, plus any accrued but
unpaid dividends, and the



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holder shall have all such rights and remedies provided for under the terms of
this Note and the Subscription Agreement.

     8. Without the consent of a majority in interest of the holders of the
Preferred Stock, the Company shall not create any class of equity security which
is senior to or parity with the Preferred Stock in liquidation rights.

     9. All share, redemption and similar amounts are subject to appropriate
adjustment in the event of stock splits, stock dividends, recapitalization and
similar events.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Clifford F. Bagnall, its secretary, this 29th day of December 1997.




                                        /s/ Clifford F. Bagnall
                                        ----------------------------------------
                                        Clifford F. Bagnall
                                        Secretary
                                        Brassie Golf Corporation




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