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                                   EXHIBIT 3.9

                       CERTIFICATE OF DESIGNATIONS, POWERS
                 PREFERENCES AND RIGHTS OF SERIES C CONVERTIBLE
                                 PREFERRED STOCK

                                      -OF-

                             OMNICOMM SYSTEMS, INC.
                             a Delaware Corporation

                                    ---------

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

                                   ----------

         THE UNDERSIGNED DOES HEREBY CERTIFY THAT THE FOLLOWING RESOLUTION WAS
DULY ADOPTED BY THE BOARD OF DIRECTORS (THE "BOARD OF DIRECTORS") OF OMNICOMM
SYSTEMS, INC., A DELAWARE CORPORATION (THE "CORPORATION"), BY UNANIMOUS WRITTEN
CONSENT ON MARCH 27, 2002:

         RESOLVED, that there be, and hereby is, created out of the class of
10,000,000 shares of preferred stock of the Corporation, par value $.001 per
share, a series of preferred stock with the following designations, powers,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions (this instrument hereinafter
referred to as the "Designation"):

         1.       Designation and Number of Shares. 747,500 shares of preferred
stock (the "Shares") are hereby designated as Series C Convertible Preferred
Stock, par value $.001 per share (the "Series C Preferred Stock") having a
stated value of Ten Dollars ($10) per share (the "Stated Value").

         2.       Rank. The Series C Preferred Stock shall rank: (i) junior to
any other class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms senior to the Series C Preferred Stock (the
"Senior Securities"); (ii) prior to all of the Corporation's common stock, par
value $.001 per share (the "Common Stock"), and to the Corporation's outstanding
Series A Preferred Stock; (iii) prior to any other series of preferred stock or
any class or series of capital stock of the corporation hereafter created not
specifically ranking by its terms senior to or on parity with the Series C
Preferred Stock (collectively, with the Common Stock, "Junior Securities"); and
(iv) on parity with the Series C Preferred Stock and any class or series of
capital stock of the Corporation hereafter created specifically ranking by its
terms on parity with the Series C Preferred Stock (the "Parity Securities"), in
each case as to the distribution of assets upon liquidation, dissolution or
winding up of the Corporation.

         3.       Liquidation Preference.

         (A)      Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary ("Liquidation"), the holders of
record of the shares of the Series C Preferred Stock shall be entitled to
receive, before and in preference to any distribution or payment of assets of
the Corporation or the proceeds thereof may be made or set apart for the holders
of Junior Securities, an amount in cash equal to the Stated Value per share
(subject to adjustment in the event of stock splits, combinations or similar
events) plus an amount equal to accrued and unpaid dividends. If, upon such
Liquidation, the assets of the Corporation available for distribution to the
holders of Series C Preferred Stock and any Parity Securities shall be
insufficient to permit payment in full to the holders of the Series C Preferred
Stock and Parity Securities, then the entire assets and funds of the Corporation
legally available for distribution to such holders and the holders of the Parity
Securities then outstanding shall be distributed ratably among the holders of
the Series C Preferred Stock and Parity Securities based upon the proportion the
total amount distributable on each share upon Liquidation bears to the aggregate
amount required to be distributed, but for the provisions of this sentence, on
all shares of the Series C Preferred Stock and of such Parity Securities, if
any.


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         (B)      For purposes of this Section 3, (i) a merger or consolidation,
(ii) a sale of all or substantially all of the assets of the Corporation or
(iii) an acquisition of fifty (50%) percent or more of the voting power or
equity interests of the Corporation by a single person or "group" (as determined
in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as
amended) shall be considered a Liquidation, provided that a transaction
described in subclause (i) above shall not be considered a Liquidation if the
holders of the Series C Preferred Stock receive securities of the surviving
corporation having substantially similar rights as the Series C Preferred Stock
and the stockholders of the Corporation immediately prior to such transaction
are holders of at least a majority of the voting securities of the surviving
Corporation immediately thereafter. Such provision may be waived in writing by
the holders of a majority of the then outstanding shares of Series C Preferred
Stock.

         4.       Dividends.

         (A)      The holders of record of shares of Series C Preferred Stock
shall be entitled to receive, when and as declared and paid by the Board of
Directors or upon conversion or Liquidation of the Series C Preferred Stock, out
of any funds legally available for the declaration and payment of dividends, and
in preference to any declaration or payment of dividends and distributions on
any Junior Securities, dividends, at the rate of 8% of the Stated Value per
share per annum (subject to adjustment in the event of stock splits,
combinations or similar events). Such dividends shall accrue quarterly from the
date of issuance of the Series C Preferred Stock. Dividends per share shall be
payable, at the Corporation's option, either in cash or in shares of Common
Stock valued at the Conversion Price (as defined below) in effect on the date of
declaration. Dividends on the Series C Preferred Stock shall be cumulative so
that if, for any dividend accrual period, dividends in the amount specified in
this Section 4(A) are not declared and paid or set aside for payment, the amount
of accrued but unpaid dividends shall accumulate and be added to the dividends
payable for subsequent dividend accrual periods.

         (B)      Unless full cumulative dividends on all outstanding shares of
Series C Preferred Stock for all past dividend periods have been declared and
paid, or declared and a sufficient sum for the payment thereof set apart, no
dividend whatsoever be declared or paid upon, nor shall any distribution be made
upon, any Junior Securities, nor shall any shares of Junior Securities be
purchased or redeemed by the Corporation nor shall any moneys be paid to or made
available for a sinking fund for the purchase or redemption of any Junior
Securities (other than, in each case, a distribution or payment made solely in
shares of Junior Securities), without, in each such case, the written consent of
the holders of a majority of the outstanding shares of Series C Preferred Stock,
voting together as a class.

         5.       Conversion Rights Shares of the Series C Preferred Stock shall
convert into Common Stock as follows:

         (A)      Conversion at the Option of the Holder. Subject to and upon
compliance with the provisions of this Section 5, the holder of any shares of
Series C Preferred Stock shall have the right at such holder's option, at any
time or from time to time, to convert any of such shares of Series C Preferred
Stock into the number of fully paid and nonassessable shares of Common Stock
(the "Conversion Shares") as is determined pursuant to Section (5)(D) below.

         (B)      Automatic Conversion. Each outstanding share of Series C
Preferred Stock shall automatically be converted into, and be deemed and treated
for all purposes to represent, without any further act of the Corporation or its
stockholders, fully paid and nonassessable Conversion Shares in accordance with
Section 5(D) below upon the closing of a public offering of the Corporation's
equity securities raising gross proceeds to the Corporation in excess of $25
million at a per share price of more than $0.625 per share, as adjusted for any
stock split, stock dividend, recapitalization or other similar transactions (a
"Qualified Offering").

         (C)      Conversion at the Option of the Corporation. The Corporation
may, at its option, upon not less than 30 days written notice to the holders of
the Series C Preferred Stock (the "Mandatory Conversion Notice"), cause each
outstanding share of Series C Preferred Stock to be converted into, and to be
deemed and treated for all purposes to represent, without any further act of the
stockholders, fully paid and non-assessable Conversion Shares in accordance with
Section 5(D) below provided that (x) during a 20 consecutive trading day period
(the "Trading Period") ending not more that five trading days prior to the date
the Mandatory Conversion Notice is sent, the closing bid or sales price, as
applicable, for the Common Stock of the Corporation equaled or exceeded at least
two times the Conversion Price on each day during the Trading Period, (y) on
each day during the Trading Period the Common Stock of the Corporation was
traded on a national securities exchange or included for quotation on the


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Nasdaq SmallCap Market, the National Market System or the OTC Bulletin Board and
(z) on the Conversion Date (as defined in Section 5(E)) all of the Conversion
Shares are fully registered for resale pursuant to an effective registration
statement and not subject to any lock-up provisions. The Mandatory Conversion
Notice shall be sent by first class mail, postage prepaid to all registered
holders of shares of Series C Preferred Stock and shall specify a date for
conversion, which date (the "Mandatory Conversion Date") shall be no later than
the 45th day following the last day of the Trading Period. Any notice mailed in
the manner described herein shall be conclusively deemed to have been given
whether or not received by the registered holder. Notwithstanding the foregoing,
the number of shares of Series C Preferred Stock which the Corporation may cause
to be automatically converted during any 30 day period shall be limited to the
number of shares of Series C Preferred Stock which shall convert into not more
than a number of Conversion Shares equal to ten times the average daily trading
volume of the Common Stock during the Trading Period. If, as a result of the
provisions of the previous sentence, less than all of the shares of the Series C
Preferred Stock are to automatically be converted, the shares of Series C
Preferred Stock to be converted shall be allocated by the Corporation pro rata
among the holders of the Series C Preferred Stock based on the total number of
shares of Series C Preferred Stock originally issued to each holder.

         (D)      Conversion Amount. Each share of the Series C Preferred Stock
shall be convertible into that number of fully paid and non-assessable
Conversion Shares equal to the Stated Value divided by the conversion price in
effect at the time of conversion (the "Conversion Price"), determined as
hereinafter provided. The Conversion Price shall initially be $0.25 per share.
The Conversion Price shall be subject to adjustment as set forth in Section 7
hereof.

         (E)      Mechanics of Conversion. Before any holder of Series C
Preferred Stock shall be entitled to convert the same into shares of Common
Stock pursuant to Section 5(A), such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series C Preferred Stock, and shall give written notice
("Conversion Notice") to the Corporation at its principal corporate office, of
the election to convert the same and shall state therein the name or names in
which the certificate or certificates for shares of Common Stock are to be
issued. The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series C Preferred Stock, or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as aforesaid.
Conversion shall be deemed to have been effected on (i) the date when delivery
of notice of an election to convert and certificates for the shares of Series C
Preferred Stock to be converted is made in the event of a conversion under
Section 5(A), (ii) the closing of a Qualified Offering, in a conversion
specified in Section 5(B) or (iii) the Mandatory Conversion Date, if the
conversion is being effected pursuant to Section 5(C), and each such date is
referred to herein as the "Conversion Date". All Common Stock which may be
issued upon conversion of the Series C Preferred Stock will, upon issuance, be
duly issued, fully paid and non-assessable and free from all taxes, liens, and
charges with respect to the issuance thereof.

         (F)      Authorized Shares. At all times that any shares of Series C
Preferred Stock are outstanding, the Corporation shall have authorized and shall
have reserved for the purpose of issuance upon conversion into Common Stock of
all shares of Series C Preferred Stock, a sufficient number of shares of Common
Stock to provide for the conversion of all outstanding shares of Series C
Preferred Stock at the then effective Conversion Price. Without limiting the
generality of the foregoing, if, at any time, the Conversion Price is decreased,
the number of shares of Common Stock authorized and reserved for issuance upon
the conversion of the Series C Preferred Stock shall be proportionately
increased.

         6.       Priority. The Corporation may create, authorize and issue, in
the future, without the consent of holders of the Series C Preferred Stock,
other series of preferred stock which rank junior to the Series C Preferred
Stock as to dividend and/or liquidation rights. The Corporation shall not
create, authorize or issue any series of preferred stock which is senior to or
pari passu to the Series C Preferred Stock as to dividend and/or liquidation
rights without the consent of the holders of a majority of the then outstanding
shares of the Series C Preferred Stock.

         7.       Anti-Dilution Provisions. The Conversion Price in effect at
any time and the number and kind of securities issuable upon the conversion of
the Series C Preferred Stock shall be subject to adjustment from time to time
upon the happening of certain events as follows:


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         (A)      In case the Corporation shall hereafter (i) declare a dividend
or make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of Common
Stock into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination or
reclassification shall be adjusted so that it shall equal the price determined
by multiplying the Conversion Price by a fraction, the denominator of which
shall be the number of shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such action. Such adjustment shall be
made successively whenever any event listed above shall occur.

         (B)      In case the Corporation shall fix a record date for the
issuance of rights or warrants to all holders of its Common Stock entitling them
to subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than the current market price on such record date (as
defined in Subsection (H) below), the Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the date of such issuance by a fraction, the
numerator of which shall be the sum of the number of shares of Common Stock
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such current market price
per share (as defined in Subsection (H) below) of the Common Stock, and the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding on such record date and the number of additional shares of Common
Stock offered for subscription or purchase (or into which the convertible
securities so offered are convertible). Such adjustment shall be made
successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such rights or warrants.

         (C)      In case the Corporation shall hereafter distribute to the
holders of its Common Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions and dividends or distributions referred to in
Subsection (A) above) or subscription rights or warrants (excluding those
referred to in Subsection (B) above), then in each such case the Conversion
Price in effect thereafter shall be determined by multiplying the Conversion
Price in effect immediately prior thereto by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding multiplied by
the current market price (as defined in Subsection (H) below) per share of
Common Stock, less the fair market value (as determined by the Corporation's
Board of Directors) of said assets or evidences of indebtedness so distributed
or of such rights or warrants, and the denominator of which shall be the total
number of shares of Common Stock outstanding multiplied by such current market
price per share of Common Stock. Such adjustment shall be made successively
whenever such a record date is fixed. Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
distribution.

         (D)      In case the Corporation shall hereafter issue shares of its
Common Stock (excluding shares issued (i) in any of the transactions described
in Subsection (A) above, (ii) upon exercise of options granted to the
Corporation's officers, directors, employees and consultants under a plan or
plans adopted by the Corporation's Board of Directors or a committee thereof and
approved by its shareholders, if such shares would otherwise be included in this
Subsection (D) (but only to the extent that the aggregate number of shares
excluded by this Subsection (D)(ii) does not exceed 15% of the Corporation's
Common Stock outstanding, on a fully diluted basis, at the time of any
issuance), (iii) upon exercise of options, warrants, convertible securities and
convertible debentures outstanding as of the final closing of the Initial
Financing (as defined in the Agency Agreement), (iv) to shareholders of any
corporation which merges into the Corporation in proportion to their stock
holdings of such corporation immediately prior to such merger, upon such merger,
(v) in a private placement where the Offering Price (as defined below) is at
least 75% of the current market price, (vi) in a bona fide public offering
pursuant to a firm commitment underwriting, or (vii) in connection with an
acquisition of a business or technology which has been approved by a majority of
the Corporation's outside directors but only if no adjustment is required
pursuant to any other specific subsection of this Section 7 (without regard to
Subsection (I) below) with respect to the transaction giving rise to such
rights) for a consideration per share (the "Offering Price") less than the
current market price on the date of such issuance (as defined in Subsection (H)
below), the Conversion Price shall be adjusted immediately thereafter so that it
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior thereto by a


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fraction, the numerator of which shall be the sum of the number of shares of
Common Stock outstanding immediately prior to the issuance of such additional
shares and the number of shares of Common Stock which the aggregate
consideration received for the issuance of such additional shares would purchase
at such current market price per share of Common Stock, and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after the issuance of such additional shares. Such adjustment shall be made
successively whenever such an issuance is made.

         (E)      In case the Corporation shall hereafter issue any securities
convertible into or exchangeable for its Common Stock (excluding securities
issued in transactions described in Subsections (B), (C) and (D)(i) through
(vii) above) for a consideration per share of Common Stock (the "Exchange
Price") initially deliverable upon conversion or exchange of such securities
(determined as provided in Subsection (G) below) less than the current market
price on the date of such issuance (as defined in Subsection (H) below), the
Conversion Price shall be adjusted immediately thereafter so that it shall equal
the price determined by multiplying the Conversion Price in effect immediately
prior thereto by a fraction, the numerator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to the issuance
of such securities and the number of shares of Common Stock which the aggregate
consideration received for such securities would purchase at such current market
price per share of Common Stock, and the denominator of which shall be the sum
of the number of shares of Common Stock outstanding immediately prior to such
issuance and the maximum number of shares of Common Stock of the Corporation
deliverable upon conversion of or in exchange for such securities at the initial
conversion or exchange price or rate. Such adjustment shall be made successively
whenever such an issuance is made.

         (F)      Whenever the Conversion Price is adjusted pursuant to
Subsections (A), (B), (C), (D) or (E) above or (J) below, the number of
Conversion Shares issuable upon conversion of a share of Series C Preferred
Stock shall simultaneously be adjusted by multiplying the number of Conversion
Shares initially issuable upon conversion of such shares of Series C Preferred
Stock by the Conversion Price in effect on the date hereof and dividing the
product so obtained by the Conversion Price, as adjusted.

         (G)      For purposes of any computation respecting consideration
received pursuant to Subsections (D) and (E) above and (J) below, the following
shall apply:

                  (i)      in the case of the issuance of shares of Common Stock
                           for cash, the consideration shall be the amount of
                           such cash, provided that in no case shall any
                           deduction be made for any commissions, discounts or
                           other expenses incurred by the Corporation for any
                           underwriting of the issue or otherwise in connection
                           therewith;

                  (ii)     in the case of the issuance of shares of Common Stock
                           for a consideration in whole or in part other than
                           cash, the consideration other than cash shall be
                           deemed to be the fair market value thereof as
                           determined in good faith by the Board of Directors of
                           the Corporation (irrespective of the accounting
                           treatment thereof), whose determination shall be
                           conclusive; and

                  (iii)    in the case of the issuance of securities convertible
                           into or exchangeable for shares of Common Stock, the
                           aggregate consideration received therefor shall be
                           deemed to be the consideration received by the
                           Corporation for the issuance of such securities plus
                           the additional minimum consideration, if any, to be
                           received by the Corporation upon the conversion or
                           exchange thereof (the consideration in each case to
                           be determined in the same manner as provided in
                           clauses (A) and (B) of this Subsection (G)). Upon the
                           expiration or termination of any such securities
                           convertible into or exchangeable for shares of Common
                           Stock, the Conversion Price shall be automatically
                           readjusted to the Conversion Price that would have
                           been obtained had such convertible or exchangeable
                           securities not been issued.

         (H)      For the purpose of any computation under any Subsection above,
the current market price per share of Common Stock at any date shall be
determined as follows:


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                  (i)      If the Common Stock is listed on a national
                           securities exchange or admitted to unlisted trading
                           privileges on such exchange or listed for trading on
                           the Nasdaq National Market System, the current market
                           price per share of Common Stock at any date shall be
                           the higher of (a) the average of the last reported
                           sales prices of the Common Stock on such exchange for
                           the 20 consecutive trading days before such date and
                           (b) the last reported sales price on the trading day
                           immediately preceding such date; provided that if no
                           such sale is made on a day within such period or no
                           closing sale price is quoted, that day's market price
                           shall be the average of the closing bid and asked
                           prices for such day on such exchange or system; or

                  (ii)     If the Common Stock is not so listed or admitted to
                           unlisted trading privileges, but is traded on the
                           Nasdaq Small Cap Market, the current market price per
                           share of Common Stock on any date shall be the higher
                           of (a) the average of the closing bid and asked
                           prices for the 20 consecutive trading days before
                           such date on such market and (b) the last reported
                           bid price on the trading day immediately preceding
                           such date on such market, and if the Common Stock is
                           not so traded, the current market price per share of
                           Common Stock on any date shall be the higher of (x)
                           the mean of the last reported bid and asked prices
                           reported by the NASD Over the Counter Bulletin Board
                           for the 20 consecutive trading days before such date
                           and (y) the last reported bid price on the trading
                           day immediately preceding such date as reported by
                           the NASD Over the Counter Bulletin Board; or

                  (iii)    If the Common Stock is not so listed or admitted to
                           unlisted trading privileges and bid and asked prices
                           are not so reported, the current market price per
                           share of Common Stock on any date shall be an amount
                           determined in a reasonable manner by the Board of
                           Directors of the Corporation.

         (I)      No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which by reason
of this Subsection (I) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be made hereunder.
All calculations under this Section 7 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything in this
Section 7 to the contrary notwithstanding, the Corporation shall be entitled,
but shall not be required, to make such changes in the Conversion Price, in
addition to those required by this Section 7, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Corporation shall not result in any Federal Income
tax liability to the holders of Common Stock or securities convertible into
Common Stock.

         (J)      Notwithstanding the other provisions of this Section 7, (a) in
the event that the Corporation shall at any time issue securities under
Subsections (B), (D) or (E) (other than securities issued in transactions of the
type described in subsection (D)(i) through (vii) above) having an Offering
Price, Subscription Price or Exchange Price less than the Conversion Price, then
the Conversion Price shall be immediately reset to equal such lower Offering
Price, Subscription Price or Exchange Price and (b) no adjustment under
Subsections (B), (D) or (E) shall be required for issuances below the current
market price if (i) the Offering Price, Subscription Price or Exchange Price, as
applicable, is at least 300% of the Conversion Price then in effect and (ii) a
registration statement covering the Conversion Shares is in effect and remains
in effect for the 90 days after such issuance or Rule 144(k) under the
Securities Act of 1933, as amended (the "Act") is available for resale of all of
the Conversion Shares.

         (K)      Whenever the Conversion Price is adjusted, as herein provided,
the Corporation shall promptly cause a notice setting forth the adjusted
Conversion Price and adjusted number of Conversion Shares issuable upon
conversion of each share of Series C Preferred Stock, and, if requested,
information describing the transactions giving rise to such adjustments, to be
mailed to the holders at their last address appearing on the books and records
of the Corporation maintained for such purpose, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any. The Corporation may retain a
firm of independent certified public accountants selected by the Board of
Directors (who may be the regular accountants employed by the Corporation) to
make any computation required by this Section 7, and a certificate signed by
such firm shall be conclusive evidence of the correctness of such adjustment,
absent manifest error.


<PAGE>

         (L)      In the event that at any time, as a result of an adjustment
made pursuant to this Section 7, the holders of the Series C Preferred Stock
thereafter shall become entitled to receive any securities, other than Common
Stock, thereafter the number of such other securities so receivable upon
conversion of the Series C Preferred Stock shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in Subsections (A) to (J),
inclusive above.

         (M)      In case of any reorganization, reclassification or change of
the Common Stock (including any such reorganization, reclassification or change
in connection with a consolidation or merger in which the Corporation is the
continuing entity), or any consolidation of the Corporation with, or merger of
the Corporation with or into, any other entity (other than a consolidation or
merger in which the Corporation is the continuing entity), or of any sale of the
properties and assets of the Corporation as, or substantially as, an entirety to
any other person or entity, each share of Series C Preferred Stock then
outstanding shall thereafter be convertible into the kind and amount of stock or
other securities or property receivable upon such reorganization,
reclassification, change, consolidation, merger or sale by a holder of the
number of shares of Common Stock into which such shares of Series C Preferred
Stock would have been converted prior to such transaction. The provisions of
this Paragraph (M) shall similarly apply to successive reorganizations,
reclassifications, changes, consolidations, mergers or sales immediately prior
to such reorganization, reclassification, change, consolidation, merger or sale.

         8.       Voting Rights.

         (A)      In addition to any other rights provided for herein or by law,
the holders of Series C Preferred Stock shall be entitled to vote, together with
the holders of Common Stock , on all matters as to which holders of Common Stock
shall be entitled to vote, in the same manner and with the same effect (subject
to the provisions of the last sentence of this Section 8(A)) as such Common
Stock holders. With respect to all matters as to which the holders of Common
Stock shall be entitled to vote as a class, the holders of the Series C
Preferred Stock shall be entitled to vote, together with the holders of Common
Stock as one class, in the same manner and with the same effect (subject to the
provisions of the next sentence) as such Common Stock holders, except as
otherwise required by law. In any such vote each share of Series C Preferred
Stock shall entitle the holder thereof to a number of votes equal to the number
of whole shares of Common Stock which the holder of such share of Series C
Preferred Stock would be entitled to vote if the share of Series C Preferred
Stock was converted into Common Stock immediately prior to such vote without
regard to whether or not (x) the Corporation has sufficient available Common
Stock to effect the conversion and (y) the Series C Preferred Stock for any
other reason could not be converted at such time into Common Stock.

         (B)      In the event the holders of the Series C Preferred Stock are
required to vote as a class, the affirmative vote of holders of not less than a
majority of the then outstanding shares of Series C Preferred Stock shall be
required to approve each such matter to be voted upon and if any matter is
approved by such requisite percentage of holders of Series C Preferred Stock,
such approval shall bind all holders of Series C Preferred Stock.

         (C)      The terms of the Series C Preferred Stock may be amended,
modified or waived only with the consent of the holders of a majority of the
then outstanding Series C Preferred Stock, voting as one class, either expressed
in writing or at a meeting called for that purpose.

         (D)      Each share of the Series C Preferred Stock shall entitle the
holder thereof to one vote on all matters to be voted on by the holders of the
Series C Preferred Stock as a class.

         9.       Miscellaneous.

         (A)      THERE IS NO SINKING FUND WITH RESPECT TO THE SERIES C
PREFERRED STOCK.

         (B)      The shares of the Series C Preferred Stock shall not have any
preferences, voting powers or relative, participating, optional, preemptive or
other special rights except as set forth above in this Designation and in the
Certificate of Incorporation of the Corporation.

         (C)      The holders of the Series C Preferred Stock shall be entitled
to receive all communications sent by the Corporation to the holders of the
Common Stock.


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         IN WITNESS WHEREOF, the Corporation has caused this Designation to be
signed by its President and Chief Executive Officer, on this 27th day of March
2002, and such person hereby affirms under penalty of perjury that this
Designation is the act and deed of the Corporation and that the facts stated
herein are true and correct.

                                         OMNICOMM SYSTEMS, INC.



                                         By: /s/ Cornelis Wit
                                            -----------------------------------
                                            Name: Cornelis Wit.
                                            Title: CEO

Attest:



/s/ Randall G. Smith
----------------------------------
Name: Randall G. Smith
Title: Chairman