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                                                                     Exhibit 4.3

                            CASH TECHNOLOGIES, INC.

                 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND
                    RIGHTS AND NUMBER OF SHARES OF SERIES A
                   8% CUMULATIVE CONVERTIBLE PREFERRED STOCK


Pursuant to Section 151 of the
Delaware General Corporation Law


         The undersigned President and Secretary, respectively, of CASH
TECHNOLOGIES, INC., a Delaware corporation (the "Corporation") certify that
pursuant to authority granted to and vested in the Board of Directors of the
corporation by the provisions of the Certificate of Incorporation and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, its Board of Directors has duly adopted the following
resolutions creating the Series A 8% Cumulative Convertible Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of the corporation of the Corporation's Certificate of Incorporation,
a series of preferred stock of the corporation be, and it hereby is, created out
of the 1,000,000 shares of authorized but unissued shares of the preferred
stock, par value $.01 per share, of the Corporation, such series to be
designated Series A 8% Cumulative Convertible Preferred Stock (the "Series A
Preferred Stock"), to consist of 525,000 shares, par value $.01 per share, of
which the preferences and relative and other rights, and the qualifications,
limitations or restrictions thereof, shall be (in addition to those set forth in
the Corporation's Certificate of Incorporation) as follows:

         (1)   Certain Definitions
               -------------------

         Unless the context otherwise requires, the terms defined in this
paragraph 1 shall have, for all purposes of this resolution, the meanings herein
specified.
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         Common Stock. The term "Common Stock" shall mean all shares now or
         ------------
hereafter authorized of any class of Common Stock, par value $.001 per share of
the Corporation, and any other stock of the Corporation, howsoever designated,
authorized after the Issue Date, which has the right (subject always to prior
rights of any class or series of preferred stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

         Conversion Date. The term "Conversion Date" shall have the meaning set
         ---------------
forth in subparagraph 4(d) below.

         Conversion Rate. The term "Conversion Rate" shall mean the rate per
         ---------------
share of Common Stock used to determine the number of shares of Common Stock
deliverable upon conversion of a share of the Series A Preferred Stock, which
rate shall be one share of Series A Preferred Stock for each share of Common
Stock.

         Conversion Shares. The shares of Common Stock issued or issuable to the
         -----------------
holders of the Series A Preferred Stock upon conversion thereof in accordance
with the terms hereof.

         Dividend Date. The term "Dividend Date" shall mean June 30th of each
         -------------
year that any share of the Series A Preferred Stock is outstanding.

         Issue Date. The term "Issue Date" shall mean the date that shares of
         ----------
Series A Preferred Stock are first issued by the Corporation.

         Junior Stock. The term "Junior Stock" shall mean any class or series of
         ------------
capital stock of the Corporation, including the Common Stock, ranking junior to
the Series A Preferred Stock in respect of the right to receive dividends, and
for the purposes of paragraph below, any class or series of capital stock of the
Corporation, including the Common Stock, ranking junior to the Series A
Preferred Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

         Redemption Date. The term "Redemption Date" shall mean any date set by
         ---------------
the Corporation for redemption of all or a part of the Series A Preferred Stock
in accordance with Section 6 hereof.

         Redemption Price. The term "Redemption Price" shall mean $9.50 per
         ----------------
share of Series A Preferred Stock.

         Senior Stock. The term "Senior Stock" shall mean any class or series of
         ------------
stock of the Corporation issued after the Issue Date ranking senior to the
Series A Preferred Stock in respect of the right to receive dividends, and, for
the purposes of paragraph 3 below, any class or series of stock of the
Corporation issued after the Issue Date ranking senior to the Series A Preferred
Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

         Series A Warrants. The term "Series A Warrants" shall mean the Series A
         -----------------
Common Stock Purchase Warrants issued by the Corporation on the Issue Date in
connection with the Corporation's offering as described in the Corporation's
Offering Memorandum dated July __, 1999, a form of which Series A Warrant is
annexed to the Offering Memorandum.

         Subsidiary. The term "Subsidiary" shall mean any Corporation of which
         ----------
shares of stock possessing at least a majority of the general voting power in
electing the board of directors are, at the time as of which any determination
is being made, owned by the Corporation, whether directly or indirectly through
one or more Subsidiaries.

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         (2)   Dividends
               ---------

               Each share of Series A Preferred Stock shall be entitled to
cumulative annual dividends of $.76 per share which will accrue from the Issue
Date and be payable when and as declared by the Board of Directors out of funds
legally available therefor, to holders of record on the 10th business day prior
to the Dividend Date each year that any shares of Series A Preferred Stock are
outstanding, in cash, or at the option of the Company, Series A Warrants valued
at $12.00 per Warrant. If any Dividend Date is not a business day, such Dividend
Date shall be the next succeeding business day. Notwithstanding anything to the
contrary set forth herein or in the Series A Warrant, no Series A Warrant shall
be exercisable for less than whole shares of Common Stock. In the event that
pursuant to applicable law or contract the Corporation shall be prohibited or
restricted from paying in cash the full dividends to which holders of the Series
A Preferred Stock shall be entitled, the cash amount available pursuant to
applicable law or contract shall be distributed among the holders of the Series
A Preferred Stock ratably in proportion to the full amounts to which they would
otherwise be entitled and any remaining amount due to holders of the Series A
Preferred Stock shall be payable in Series A Warrants. The amounts to be
distributed pursuant to the preceding sentence shall, in each case, be adjusted
by rounding down to the nearest whole cent.

         Dividends on the Series A Preferred Stock shall accrue whether or not
they have been declared and whether or not they have been declared and whether
or not there are profits, surplus or other funds of the Corporation legally
available for the payment of dividends. The Issue Date shall be deemed to be the
date of issuance of the Series A Preferred Stock regardless of the number of
times transfer of such share is made on the stock records maintained by or for
the Corporation and regardless of the number of certificates which may be issued
to evidence such shares.

         (3)   Distributions Upon Liquidation, Dissolution or Winding Up.
               ---------------------------------------------------------

               In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, subject to the
prior preferences and other rights of any Senior Stock, but before any
distribution or payment shall be made to the holders of Junior Stock, the
holders of the Series A Preferred Stock shall be entitled to be paid $9.50 per
share, and no more, in cash and/or in property taken at its fair value as
determined by the Board of Directors, at the election of the Board of Directors.
If such payment shall have been made in full to the holders of the Series A
Preferred Stock, and if payment shall have been made in full to the holders of
any Senior Stock of all amounts to which such holders shall be entitled, the
remaining assets and funds of the Corporation shall be distributed among the
holders of Junior Stock, according to their respective shares and priorities.
If, upon any such liquidation, dissolution or other winding up of the affairs of
the Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series A Preferred Stock shall be
insufficient to permit the payment in full to such holders of the preferential
amounts to which they are entitled, then the entire net assets of the
Corporation remaining after the distributions to holders of any Senior Stock of
the full amounts to which they may be entitled shall be distributed among the
holders of the Series A Preferred Stock ratably in proportion to the full
amounts to which they would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation into or with another Corporation,
Corporations, entity or other entities, nor the sale of all or substantially all
of the assets of the Corporation shall be deemed a 1iquidation, dissolution or
winding up of the affairs of the Corporation within the meaning of this
paragraph 3. Notwithstanding anything herein to the contrary, while any shares
of Series A Preferred Stock are outstanding, the Corporation shall not establish
any Senior Stock without the prior affirmative vote of a majority of the shares
of Series A Preferred Stockholders.

         (4)   Conversion Rights
               -----------------

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              The Series A Preferred Stock shall be convertible  into Common
Stock as follows:

         (a)  Optional Conversion. Subject to and upon compliance with the
              -------------------
provisions of this paragraph 4, at any time following the Issue Date, the Series
A Preferred Stock shall be convertible into fully paid and nonassessable shares
of Common Stock, at the Conversion Rate, at the option of the holder of any
shares of Series A Preferred Stock upon the terms hereinafter set forth;
provided, however, the holder's right to convert the shares of Series A
Preferred Stock shall terminate at 5:00 PM (Pacific Standard Time) on the
Redemption Date.

         (b)  Mechanics of Conversion. The holder of any shares of Series A
              -----------------------
Preferred Stock may exercise the conversion right specified in subparagraph 4(a)
by surrendering to the Corporation or any transfer agent of the Corporation the
certificate or certificates for the shares to be converted, accompanied by
written notice specifying the number of shares to be converted; provided 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
certificates evidencing the shares of Series A Preferred Stock are either
delivered to the Corporation or any transfer agent of the Corporation.
Conversion of the shares may be exercised in whole or in part by the holder by
faxing an executed and completed notice of conversion to the Corporation and
delivering the original notice of conversion and the certificate representing
the shares of Series A Preferred Stock being converted to the Corporation by
express courier within three (3) business days of exercise. Conversion shall be
deemed to have been effected on the date when delivery of notice of an election
to convert and certificates for shares to be converted are delivered to the
Corporation and such date is referred to herein as the "Conversion Date".
Subject to the provisions of subparagraph 4(d)(iv), as promptly as practicable
thereafter, the Corporation shall issue and deliver to or upon the written order
of such holder a certificate or certificates for the number of full shares of
Common Stock to which such holder is entitled and a check or cash with respect
to any fractional interest in a share of Common Stock as provided in
subparagraph 4(f). Subject to the provisions of subparagraph 4(d)(iv), the
person in whose name the certificate or certificates for Common Stock are to be
issued shall be deemed to have become a holder of record of such Common Stock on
the applicable Conversion Date. Upon conversion of only a portion of the number
of shares covered by a certificate representing shares of Series A Preferred
Stock surrendered for conversion (in the case of conversion pursuant to
subparagraph 4(a), the Corporation shall issue and deliver to or upon the
written order of the holder of the certificate so surrendered for conversion, at
the expense of the Corporation, a new certificate covering the number of shares
of Series A Preferred Stock representing the unconverted portion of the
certificate so surrendered.

         (c)  Fractional Shares. No fractional shares of Common Stock or scrip
              -----------------
shall be issued upon conversion of shares of Series A Preferred Stock. If more
than one share of Series A Preferred Stock shall be surrendered for conversion
at any 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 Stock so surrendered. Instead of any
fractional shares of Common Stock which would otherwise be issuable upon
conversion of any shares of Series A Preferred Stock, the Corporation shall pay
a cash adjustment in respect of such fractional interest in an amount equal to
that fractional interest multiplied by $9.50.

         (d)  Conversion Rate Adjustments. The Conversion Rate shall be subject
              ---------------------------
to adjustment from time to time as follows:

              (i)    Stock Dividends, Subdivisions, Reclassifications or
                     ---------------------------------------------------
Combinations. If the Corporation shall (A) declare a dividend or make a
------------
distribution on its Common Stock in shares of its Common Stock, (B) subdivide or
reclassify the outstanding shares of Common Stock into a greater number of
shares, or (C) combine or reclassify the outstanding Common Stock into a smaller
number of

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shares, the Conversion Rate in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification shall be proportionately adjusted so that the holder of any
shares of Series A Preferred Stock surrendered for conversion after such date
shall be entitled to receive the number of shares of Common Stock which he would
have owned or been entitled to receive had such Series A Preferred Stock been
converted immediately prior to such date. Successive adjustments in the
Conversion Rate shall be made whenever any event specified above shall occur.

               (ii)     Other Distributions. In case the Corporation shall fix a
                        -------------------
record date for the making of a distribution to all holders of shares of its
Common Stock (A) of shares of any class other than its Common Stock or (B) of
evidence of indebtedness of the Corporation or any Subsidiary or (C) of assets
(excluding cash dividends or distributions, and dividends or distributions
referred to in subparagraph 4(d)(i) above), or (D) of rights or warrants
(excluding those referred to in subparagraph 4(d)(i) above), each holder of a
share of Series A Preferred Stock shall, upon the exercise of his right to
convert after such record date, receive, in addition to the shares of Common
Stock to which he is entitled, the amount of such shares, indebtedness or assets
(or, at the option of the Corporation, the sum equal to the value thereof at the
time of distribution as determined by the Board of Directors in its sole
discretion) that would have been distributed to such holder if he had exercised
his right to convert immediately prior to the record date for such
determination.

               (iii)    Consolidation, Merger, Sale, Lease or Conveyance.  In
                        ------------------------------------------------
case of any consolidation with or merger of the Corporation with or into another
Corporation, or in case of any sale, lease or conveyance to another Corporation
of the assets of the Corporation as an entirety or substantially as an entirety,
each share of Series A Preferred Stock shall after the date of such
consolidation, merger, sale, lease or conveyance be convertible into the number
of shares of stock or other securities or property (including cash) to which the
Common Stock issuable (at the time of such consolidation, merger, sale, lease or
conveyance) upon conversion of such share of Series A Preferred Stock would have
been entitled upon such consolidation, merger, sale, lease or conveyance; and in
any such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the holders of the shares of Series A
Preferred Stock shall be appropriately adjusted so as to be applicable, as
nearly as may reasonably be, to any shares of stock or other securities or
property thereafter deliverable on the conversion of the shares of Series A
Preferred Stock.

               (iv)     Timing of Issuance of Additional Common Stock Upon
                        --------------------------------------------------
Certain Adjustments.  In any case in which the provisions of this subparagraph
-------------------
(d) shall require that any adjustment shall become effective immediately after a
record date for an event, the Corporation may defer until the occurrence of such
event (A) issuing to the holder of any share of Series A Preferred Stock
converted after such record date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the shares of Common Stock
issuable upon such conversion before giving effect to such adjustment and (B)
paying to such holder any amount of cash in lieu of a fractional share of Common
Stock pursuant to subparagraph (e) of this paragraph 4, provided that the
Corporation upon request shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares, and such cash, upon the occurrence of the event requiring such
adjustment.

         (e)  Statement Regarding Adjustments. Whenever the Conversion Rate
              -------------------------------
shall be adjusted as provided in subparagraph 4(d), the Corporation shall
forthwith file, at the office of any transfer agent for the Series A Preferred
Stock and at the principal office of the Corporation, a statement showing in
detail the facts requiring such adjustment and the Conversion Rate that shall be
in effect after such adjustment, and the Corporation shall also cause a copy of
such statement to be sent by registered or certified mail, return receipt
requested, postage prepaid, to each holder of shares of Series A Preferred Stock
at its address appearing on the Corporation's records. Each such statement shall
be signed by the Corporation's

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<PAGE>

independent public accountants, if applicable. Where appropriate, such copy may
be given in advance and may be included as part of a notice required to be
mailed under the provisions of subparagraph 4(f).

         (f) Notice to Holders. In the event the Corporation shall propose to
             -----------------
take any action of the type described in clause (d) (but only if the action
would result in an adjustment in the Conversion Rate), (ii) or (iii) of
subparagraph 4(d), the Corporation shall give notice to each holder of shares of
Series A Preferred Stock, in the manner set forth in subparagraph 4(f), which
notice shall specify the record date, if any, with respect to any such action
and the approximate date on which such action is to take place. Such notice
shall also set forth such facts with respect thereto as shall be reasonably
necessary to indicate the effect of such action (to the extent such effect may
be known at the date of such notice) on the Conversion Price and the number,
kind or class of shares or other securities or property which shall be
deliverable upon conversion of shares of Series A Preferred Stock. In the case
of any action which would require the fixing of a record date, such notice shall
be given at least 10 days prior to the date so fixed, and in case of all other
action, such notice shall be given at least 10 days prior to the taking of such
proposed action. Failure to give such notice, or any defect therein, shall not,
however, affect the legality or validity of any such action.

         (g) Costs. The Corporation shall pay all documentary, stamp, transfer
             -----
or other transactional taxes attributable to the issuance or delivery of shares
of Common Stock upon conversion of any shares of Series A Preferred Stock;
provided that the Corporation shall not be required to pay any taxes which may
be payable in respect of any transfer involved In the issuance or delivery of
any certificate for such shares in a name other than that of the holder of the
shares of Series A Preferred Stock in respect of which such shares are being
issued.

         (h) Reservation of Shares. The Corporation shall reserve at all times
             ---------------------
so long as any shares of Series A Preferred Stock remain outstanding, free from
preemptive rights, out of its treasury stock (if applicable) or its authorized
but unissued shares of Common Stock, or both, solely for the purpose of
effecting the conversion of the shares of Series A Preferred Stock, sufficient
shares of Common Stock to provide for the conversion of all outstanding shares
of Series A Preferred Stock.

         (i)   Valid Issuance. All shares of Common Stock which may be issued
               --------------
upon conversion of the shares of Series A Preferred Stock will upon issuance by
the Corporation be duly and validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issuance thereof, and
the Corporation shall take no action which will cause a contrary result
(including, without limitation, any action which would cause the Conversion
Price to be less than the par value, if any, of the Common Stock).

         (5)   Voting Rights
               -------------

         The holders of record of shares of Series A Preferred Stock shall not
be entitled to any voting rights except as follows:

         (i)   so long as any shares of Series A Preferred Stock shall be
outstanding and unless the consent or approval of a greater number of shares
shall then be required under the Delaware General Corporation Law, without first
obtaining the approval of at least a majority of the then outstanding shares of
Series A Preferred Stock, given in person or by proxy either by written consent
or at a meeting at which the holders of such shares shall be entitled to vote
separately as a class, the Corporation shall not (A) amend, alter or repeal any
provisions of the Series A Preferred Stock, Certificate of Incorporation or
ByLaws so as to materially adversely affect any of the preferences, rights,
powers or privileges of the Series A Preferred Stock or the holders thereof, (B)
create, authorize or issue any other class or series of preferred stock on a
parity with, or having greater or preferential rights than, the Series A
Preferred Stock

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<PAGE>

with respect to liquidation or dividends, (C) directly or indirectly, redeem,
repurchase or otherwise acquire for value, or set aside for payment or make
available for a sinking fund for the purchase or redemption of, any stock
ranking junior to on a parity with the Series A Preferred Stock, or (D) enter
into any agreement which would prohibit or restrict the Corporation's right to
pay dividends on the Series A Preferred Stock; and

         (ii)  as otherwise provided by the Delaware General Corporation Law.

         (6)   Redemption
               ----------

         The shares of Series A Preferred Stock shall be redeemable at any time,
in whole or in part, by the Corporation, at its option, as follows:

               (i)    The Corporation shall be a Redemption Price of $9.50 per
share of Series A Preferred Stock to be redeemed, payable in immediately
available funds to the order of the record holder of the Series A Preferred
Stock.

               (ii)   If less than all of the outstanding shares of Series A
Preferred Stock are to be redeemed, the Corporation shall select those to be
redeemed pro rata or by lot or in such other manner as the Board of Directors
may determine in good faith. In the event that the Company has failed to pay
accrued and unpaid dividends on the Series A Preferred Stock, it may not redeem
any of the then outstanding shares of the Series A Preferred Stock, unless all
the then outstanding shares are redeemed, until all such accrued and unpaid
dividends and (except with respect to shares to be redeemed) the then current
annual dividend have been paid in full.

               (iii)  There shall be no mandatory redemption or sinking fund
obligation with respect to the Series A Preferred Stock.

               (iv)   Prior to redemption, the Corporation shall deliver to each
record holder of Series A Preferred Stock notice of its intention to redeem all
or part of the shares of Series A Preferred Stock. The notice shall state the
Redemption Date, which date shall be a business day. Notice of redemption shall
be mailed (by United States first class mail) at least 30 days but not more than
60 days before the redemption date to each holder of record of shares of Series
A Preferred Stock to be redeemed at the address shown on the stock books of the
Company. Unless a holder of Series A Preferred Stock elects to convert his
Series A Preferred Stock prior to 5:00 pm (Pacific Standard Time) on the
Redemption Date, he shall return any and all original share certificates
representing Series A Preferred Stock to be redeemed to the Corporation (or such
other place at set forth in the notice of redemption). At 5:00 pm (Pacific
Standard Time) on the Redemption Date, the right of any holder to convert their
shares of Series A Preferred Stock shall terminate. After the Redemption Date,
dividends will cease to accrue on the shares of Series A Preferred Stock called
for redemption, and all rights of the holders of such shares will terminate
except the right to receive the redemption price without interest (unless the
Company defaults in the payment of the redemption price). The Corporation shall
use its best efforts to deliver the Redemption Price within 10 days after
receipt by the Corporation of the original shares of Series A Preferred Stock
returned by the holder to the Corporation. The shares of Series A Preferred
Stock redeemed by the Company will be restored to the status of authorized but
unissued shares of preferred stock, without designation as to series, and may
thereafter be issued, but not as shares of Series A Preferred Stock.

         (7)   Exclusion of Other Rights
               -------------------------

         Except as may otherwise be required by law, the shares of Series A
Preferred Stock shall not have any preferences or relative, participating,
optional or other special rights, other than those specifically set

                                       7
<PAGE>

forth in this resolution (as such resolution may be amended from time to time)
and in the Corporation's Certificate of Incorporation.

         (8)   Headings of Subdivisions
               ------------------------

         The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

         (9)   Severability of Provisions
               --------------------------

         If any right, preference or limitation of the Series A Preferred Stock
set forth in this resolution (as such resolution may be amended from time to
time) is invalid, unlawful or incapable of being enforced by reason of any rule
of law or public policy, all other rights, preferences and limitations set forth
in this resolution (as so amended) which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

                                       8
<PAGE>

         (10)  Status of Reacquired Shares.
               ---------------------------

         Shares of Series A Preferred Stock which have been issued and
reacquired in any manner or converted shall (upon compliance with any applicable
provisions of the laws of the State of Delaware) not be reissued as Series A
Preferred Stock, but shall have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to series and may be
redesignated and reissued.

         IN WITNESS WHEREOF, this Certificate has been made under the seal of
the Corporation and the hands of the undersigned on ____________, 1999.



                                             Name: Bruce Korman
                                             Title: President

Attest:


Name: Robert Gielow
Title:  Secretary

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