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                                                                    EXHIBIT 3.3


                     CERTIFICATE OF DESIGNATIONS OF RIGHTS,
                          PREFERENCES AND PRIVILEGES OF
                           SERIES A-1 PREFERRED STOCK
                       OF BOREALIS TECHNOLOGY CORPORATION


      The undersigned, Patrick Grady and Elizabeth Gasper do hereby certify:

      1. That they are the duly elected and acting President and Secretary,
respectively, of Borealis Technology Corporation, a Delaware corporation (the
"CORPORATION").

      2. That pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the said Corporation, the said Board of
Directors has adopted the following resolution creating a series of 10,000
shares of Preferred Stock designated as Series A-1 Preferred Stock:

      "RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by the Restated Certificate of Incorporation, the Board of
Directors does hereby provide for the issue of a series of Preferred Stock of
the Corporation and does hereby fix and herein state and express the
designations, powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions of such series of Preferred Stock
as follows:

      Section 1. Designation and Amount. The shares of such series shall be
designated as "SERIES A-1 PREFERRED STOCK." The Series A-1 Preferred Stock shall
have a par value of $0.01 per share, and the number of shares constituting such
series shall be 10,000.

      Section 2. Dividends and Distributions.

            (a) The holders of shares of Series A-1 Preferred Stock shall be
entitled to receive when, as and if declared by the Board of Directors out of
funds legally available for the purpose, dividends payable in cash on the last
day of January, April, July and October in each year (each such date being
referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A-1 Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the aggregate per share amount of all
cash dividends declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A-1 Preferred Stock.

            (b) The Corporation shall declare a dividend or distribution on the
Series A-1 Preferred Stock as provided in paragraph (a) above immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock).

            (c) Dividends shall begin to accrue on outstanding shares of Series
A-1 Preferred Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of


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Series A-1 Preferred Stock, unless the date of issue of such shares is prior to
the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
A-1 Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A-1
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A-1 Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.

      Section 3. Voting Rights. Except as otherwise provided herein or required
by law, the holders of shares of Series A-1 Preferred Stock shall have no right
to vote on any matter. So long as any shares of Series A-1 Preferred Stock
(appropriately adjusted for stock splits and the like) shall be outstanding, the
Corporation shall not, without first obtaining the affirmative vote or written
consent of the holders of a majority of the outstanding shares of the Series A-1
Preferred Stock: (a) issue or authorize shares of any class or series of stock
having a preference or priority as to dividends or assets which is superior to
the preferences or priorities of the Series A-1 Preferred Stock; (b) amend or
repeal any provision of, or add any provision to, the Corporation's Certificate
of Incorporation if such action would materially and adversely alter or change
the preferences, rights, privileges or powers of, or the restrictions provided
for the benefit of, the Series A-1 Preferred Stock or (c) increase the number of
shares of Series A-1 Preferred Stock authorized hereby.

      Section 4. Conversion.

            (a) Each holder of Series A-1 Preferred Stock may, at its option
after the earlier or (i) 90 days after the Closing or (ii) after the
Registration Statement has been declared effective, convert any or all of its
shares of Series A-1 Preferred Stock into Common Stock as follows (an "Optional
Conversion"). Each share of Series A-1 Preferred Stock shall be convertible into
such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing the Stated Value thereof by the then effective Conversion
Price (as defined below). The "Conversion Price shall be the lesser of (i) 80%
of the Market Price (as defined herein)(the "Variable Conversion Price") and
(ii) $2.50 (the "Fixed Conversion Price"). "Market Price" shall mean the average
of the Closing bid prices of the Common Stock on the Nasdaq Stock Market or on
the principal securities exchange or other market on which the Common Stock is
then being traded (in each case, as reported by Bloomberg), for the five (5)
consecutive Trading Days ending on the last Trading Day prior to the date of
conversion, which shall be the date that the Notice of Conversion is sent by a
holder to the Corporation and received by the Corporation via facsimile or other
means.

            (b) Each share of outstanding Series A-1 Preferred Stock shall,
without any action by the holders thereof, automatically convert into shares of
the Corporation's Common Stock pursuant


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to the terms of subparagraph (a) hereof immediately prior to the occurrence of a
merger or consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation, or the approval by
the stockholders of the Corporation of a plan of complete liquidation of the
Corporation or of an agreement for the sale or disposition by the Corporation of
all or substantially all the Corporation's assets.

            (c) Upon conversion, all declared and unpaid dividends on the Series
A-1 Preferred Stock shall be paid, to the extent funds are legally available
therefor, either in cash or in shares of Common Stock, at the election of the
Corporation, wherein the shares of Common Stock shall be valued at the
Conversion Price.

            (d) No fractional shares of Common Stock shall be issued upon
conversion of Series A-1 Preferred Stock. In lieu of any fractional shares to
which the holder would otherwise be entitled (after aggregating all shares of
Series A-1 Preferred Stock held by such holder such that the maximum number of
whole shares of Common Stock is issued to such holder upon conversion), the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price. Before any holder of Series A-1 Preferred Stock
shall be entitled to voluntarily convert the same into full shares of Common
Stock and to receive certificates therefor, he shall surrender the certificate
or certificates therefor, duly endorsed, at the office of the Corporation or of
any transfer agent for the Series A-1 Preferred Stock, and shall give written
notice to the Corporation at such office that he elects to convert the same,
provided, however, that in the event of an automatic conversion pursuant to
subparagraph (b) hereof, the outstanding shares of Series A-1 Preferred Stock
shall be converted automatically without any further action by the holders of
such shares and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent, and provided further that
the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such automatic conversion unless the
certificates evidencing such shares of Series A-1 Preferred Stock are either
delivered to the Corporation or its transfer agent as provided above, or the
holder notifies the Corporation or its transfer agent that such certificates
have been lost, stolen or destroyed and executes an agreement satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates.

            (e) The Corporation shall, as soon as practicable after such
delivery, or after such agreement and indemnification, issue and deliver at such
office to such holder of Series A-1 Preferred Stock, a certificate or
certificates for the number of shares of Common Stock to which he shall be
entitled as aforesaid and a check payable to the holder in the amount of any
cash amounts payable as the result of a conversion into fractional shares of
Common Stock. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of such surrender of the shares of
Series A-1 Preferred Stock to be converted, or, in the case of automatic
conversion, immediately prior to the event triggering such conversion, and the
person or persons entitled to receive


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the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
such date.

      Section 5. Reacquired Shares. Any shares of Series A-1 Preferred Stock
converted, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the conversion or
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein and, in the Corporation's Certificate of Incorporation, as then
amended.

      Section 6. Liquidation, Dissolution or Winding Up.

            (a) In the event of any dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, before any distribution or
payment is made to or upon any shares of Common Stock, from the available net
assets of the Corporation, the holders of Series A-1 Preferred Stock shall
receive, pari passu, for each share of such stock then held, property or cash in
an amount equal to the sum of (i) $1000.00 per share of Series A-1 Preferred
Stock (as originally issued and appropriately adjusted for stock splits and the
like) plus (ii) all declared but unpaid dividends thereon, if any, through the
date of such payment. If upon any dissolution, liquidation or winding up of the
Corporation, the net assets available for distribution to the Corporation's
stockholders pursuant to this subparagraph (a) shall be insufficient to permit
payment to the holders of Series A-1 Preferred Stock of the amount distributable
as aforesaid, the entire net assets of the Corporation to be so distributed
shall be distributed to the holders of Series A-1 Preferred Stock, and as among
such holders, in proportion to the number of shares of Series A-1 Preferred
Stock held by each.

            (b) Upon any such liquidation, dissolution or winding up, after the
holders of Series A-1 Preferred Stock shall have been paid in full the amount to
which they shall be entitled pursuant to subparagraph (a) above, from the
remaining net assets of the Corporation, the holders of Common Stock shall
receive, pari passu, for each share of such stock then held, property or cash in
an amount equal to the sum of (i) 50% of the Conversion Price as of the date of
such distribution plus (ii) all declared but unpaid dividends thereon, if any,
through the date of such payment. If upon any dissolution, liquidation or
winding up of the Corporation, and following the distribution set forth in
subparagraph (a) hereof, the remaining net assets available for distribution to
the Corporation's stockholders pursuant to this subparagraph (b) shall be
insufficient to permit payment to the holders of Common Stock of the amount
distributable as aforesaid, the entire remaining net assets of the Corporation
to be so distributed shall be distributed to the holders of Common Stock, and as
among such holders, in proportion to the number of shares of Common Stock held
by each.

            (c) Upon any such liquidation, dissolution or winding up, after the
holders of Series A-1 Preferred Stock and Common Stock shall have been paid in
full the amounts to which they shall be entitled pursuant to subparagraphs (a)
and (b) above, the holders of Common Stock and Series A-1 Preferred Stock shall
receive the remaining net assets of the Corporation available for distribution
pro


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rata in proportion to the number of shares of Common Stock held by them or
issuable to them upon conversion of Series A-1 Preferred Stock as of the date
five days prior to such distribution.

      Section 7. No Redemption. The shares of Series A Preferred Stock shall not
be redeemable.

      Section 8. Fractional Shares. Series A-1 Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A-1 Preferred Stock.

      RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of this Corporation be, and they hereby
are, authorized and directed to prepare and file a Certificate of Designation of
Rights, Preferences and Privileges in accordance with the foregoing resolution
and the provisions of Delaware law and to take such actions as they may deem
necessary or appropriate to carry out the intent of the foregoing resolution."

      We further declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Designation are true and correct of our own
knowledge.

      Executed at _______________ on ____________ ____, 1998.



                                    --------------------------------------------
                                    Patrick Grady, President


                                    --------------------------------------------
                                    Elizabeth Gasper, Secretary



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