EXHIBIT 3.5
                                                                     -----------


                                  DYNAGEN, INC.

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES

                     AND RIGHTS OF SERIES L PREFERRED STOCK


         The undersigned officer of DynaGen, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies that, pursuant to authority conferred by the
Certificate of Incorporation, as amended to date, and pursuant to the provisions
of Section 151 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation, by unanimous written consent dated
October 1, 1999, adopted a resolution providing for certain powers,
designations, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof, of certain shares
of Series L Preferred Stock, $.01 par value, of the Corporation, which
resolution is as follows:

         RESOLVED: That, pursuant to the authority vested in the Board of
Directors of the Corporation and in accordance with the General Corporation Law
of the State of Delaware and the provisions of the Corporation's Certificate of
Incorporation, a series of 10,000 shares of the class of authorized Preferred
Stock, par value $.01 per share, of the Corporation is hereby created as the
Series L Preferred Stock, and that the designation and number of shares thereof
and the voting powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof, are as set forth on Exhibit A attached
hereto.

         EXECUTED as of this 23rd day of November, 1999.


                                             DynaGen, Inc.


                                             By: /s/ Dhananjay G. Wadekar
                                             ----------------------------
                                             Dhananjay G. Wadekar,
                                             Executive Vice President and
                                             Chairman of the Board
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                                    EXHIBIT A


A.  Description and Designation of Series L Preferred Stock

         1. Designation. A total of 10,000 shares of the Corporation's
previously undesignated Preferred Stock, $.01 par value, shall be designated as
the "Series L Preferred Stock."

         2. Non-transferability. Series L Preferred Stock shall be
non-transferable because there does not exist an established trading market for
said stock, and the Series L Preferred Stock may only be converted by the
original holder of stock certificates evidencing ownership of such shares.

         3.  Dividends
         Holders of shares of Series L Preferred Stock shall not be entitled to
participate in any dividends which may be declared or paid on the Common Stock,
any other class or series of Preferred Stock or otherwise.

         4. Liquidation, Dissolution or Winding Up

         (a) Treatment at Liquidation, Dissolution or Winding Up. In the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, or in the event of its insolvency, before any
distribution or payment is made to any holders of Common Stock or any other
class or series of capital stock of the Corporation designated to be junior to
the Series L Preferred Stock (if any), and subject to the liquidation rights and
preferences of any class or series of preferred stock issued in the future and
designated by the Board of Directors to be senior to, or on a parity with the
Series L Preferred with respect to liquidation preferences, the holders of each
share of Series L Preferred Stock shall be entitled to be paid first out of the
assets of the Corporation available for distribution to holders of the
Corporation's capital stock of all classes, whether such assets are capital,
surplus or earnings, an aggregate amount equal to: $750,000, plus an amount
equal to the interest that would be payable on $750,000 if it had earned simple
interest at 13.5% per annum from the date if this Certificate of Designations
until the record date for determining the amount of payment due to the
Corporation's stockholders in liquidation, less the aggregate amount of all
actual cash proceeds received from the sale of the Converted Shares of Common
Stock as that term is defined in Section 6(c)(i) (the "Liquidation Value"). The
Liquidation Value shall be distributed pro rata to the holders of the Series L
Preferred Stock in proportion to the number of shares held by each such holder
of Series L Preferred Stock. The Series L Preferred Stock will rank junior to
all classes of preferred stock currently outstanding but senior to the Common
Stock.

         If, upon liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation available for distribution to its stockholders shall
be insufficient to pay the holders of the Series L Preferred Stock the full
amounts to which they otherwise would be entitled, the holders of Series L
Preferred Stock shall share ratably in any distribution of available assets PRO
RATA in proportion to the respective liquidation preference amounts which would
otherwise be payable upon liquidation with respect to the outstanding shares of
the Series L Preferred Stock if all liquidation preference amounts with respect
to such shares were paid in full, based upon the aggregate Liquidation Value
payable upon all shares of Series L Preferred Stock then outstanding.

         After such payment shall have been made in full to the holders of the
Series L Preferred Stock, or funds necessary for such payment shall have been
set aside by the Corporation in trust for the account of holders of the Series L
Preferred Stock so as to be available for such payment, the remaining assets
available for distribution shall be distributed ratably among the holders of the
Common Stock and any other class or series of capital stock designated to be
junior to the Series L Preferred Stock (if any) in right of payment upon any
liquidation, dissolution or winding up of the Corporation.

         (b) Distributions Other Than Cash. Whenever the distributions provided
for in this Section 4 shall be payable in property other than cash, the value of
such distribution shall be the fair market value of such property as determined
in good faith by the Board of Directors. All distributions (including
distributions other than cash) made hereunder shall be made PRO RATA to the
holders of Series L Preferred Stock.
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         5.  Voting Power.

         (a) General. Except as otherwise expressly provided in this Section 5
or as otherwise required by the General Corporation Law of the State of
Delaware, each holder of Series L Preferred Stock shall be entitled to vote on
all matters and shall be entitled to that number of votes equal to the largest
number of whole shares of Common Stock into which such holder's shares of Series
L Preferred Stock could be converted, pursuant to the provisions and limitations
of Section 5 hereof, at the record date for the determination of stockholders
entitled to vote on any matter or, if no such record date is established, at the
date such vote is taken or any written consent of stockholders is solicited.
Except as otherwise required by law, the holders of shares of Series L Preferred
Stock and Common Stock shall vote together (or render written consents in lieu
of a vote) as a single class on all matters submitted to the stockholders of the
Corporation.

         Such determination of "whole shares" shall be based upon the aggregate
number of shares of Series L Preferred Stock held by each holder, and not upon
each share of Series L Preferred Stock so held by the holder.

         6. Conversion Rights. The holders of the Series L Preferred Stock shall
have the following rights with respect to the conversion of such shares into
shares of Common Stock:

         (a) Optional Conversion. Each holder of Series L Preferred Stock shall
have the right, at such holder's option, to convert during any five (5) trading
day period up to a maximum of 500 shares of Series L Preferred Stock held by
such holder into such number of fully paid and nonassessable shares of Common
Stock as shall be determined by multiplying the number of shares of Series L
Preferred Stock to be converted by a fraction, the numerator of which is 100 and
the denominator of which is the applicable Conversion Price (as defined below).

         (b) "Conversion Price" shall equal the average of the closing bid price
of the Common Stock of the Corporation as reported on the OTC Bulletin Board for
the three (3) trading days immediately prior to the day of the conversion.

         (c) Automatic Cancellation of Preferred Stock.

         (i) Automatic Cancellation. Subject to the limitations set forth in
Section 6(a) above, if a Series L Preferred Stock holder converts Series L
Preferred Stock into Common Stock (the "Converted Shares of Common Stock")
pursuant to this Section 6 and thereafter sells the Converted Shares of Common
Stock within two (2) trading days of the "Conversion Date," as defined in
Section 6(f), the dollar amount of the net proceeds from the sale (after
brokers' commissions and expenses but before payment of any tax liabilities
resulting from the sale) will be added to an account of the selling Series L
Preferred Stock holder, that for purposes of this section shall be called the
"Stockholder's Total Value Account." If a Series L Preferred Stock holder
converts Series L Preferred Stock into Common Stock pursuant to Section 6 and
thereafter does not sell the Converted Shares of Common Stock within two (2)
trading days of the Conversion Date, a dollar amount, equal to the Conversion
Price applicable to such Converted Shares of Common Stock multiplied by the
number of such Converted Shares of Common Stock held in excess of two (2)
trading days, will be added to the Stockholder's Total Value Account. On the
Conversion Date (the "Final Conversion Date") on which the aggregate dollar
amount of all Stockholders' Total Value Accounts exceeds: (a) $750,000; (b)
multiplied by a percentage equal to the percentage of the issued and outstanding
Series L Preferred Stock held by the holder; (c) plus the additional amount that
would have accrued on the resulting product if such amount had earned simple
interest at the rate of 13.5 per annum from the date that this Certificate of
Designations is filed until the Final Conversion Date, any and all remaining,
unconverted shares of Series L Preferred Stock held by such holder will be
automatically canceled by the Corporation without consideration. The amount
obtained by the calculation set forth in the immediately preceding sentence is
referred to in this Certificate of Designations sometimes as the "Maximum
Conversion Value."

         (ii) Example. By way of example and illustration of the foregoing
conversion mechanics, if a holder of Series L Preferred Stock converts 500
shares of Series L Preferred Stock on the first day possible under Section 6(a)
above, at a Conversion Price of $1.00 (thereby receiving 50,000 shares of Common
Stock) and resells all of those shares within the next two (2) trading days at a
sale price of $0.75 per share, $37,500 (a sale price of $0.75
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multiplied by 50,000 shares sold), less any costs of the transaction (that is,
broker's commissions and expenses but not payment of any tax liability resulting
from the sale) will be added to the Stockholder's Total Value Account. If, after
waiting two (2) trading days the holder of Series L Preferred Stock converts
another 500 shares of Series L Preferred Stock, at a Conversion Price of $2.00
(thereby receiving 25,000 shares of Common Stock) and resells only 10,000 shares
within the next two (2) trading days at a sale price of $1.50 per share, $15,000
(a sale price of $1.50 multiplied by 10,000 shares sold) less any costs of the
transaction will be added to the Stockholder's Total Value Account.
Additionally, $30,000 will be added to the Stockholder's Total Value Account
reflecting the 15,000 unsold shares of Common Stock valued at the $2.00
Conversion Price. This value applies because the shares of Common Stock were
held for more than two (2) trading days. Once the aggregate amount of the
holder's Total Value Account reaches or exceeds the Maximum Conversion Value,
all the remaining shares of unconverted Series L Preferred Stock held by such
holder will be automatically canceled by the Corporation without any further
action by the holder.

         (iii) Surrender of Certificates Upon Automatic Cancellation. Upon the
occurrence of a cancellation event specified in the preceding paragraph (i), the
holder of the cancelled Series L Preferred Stock shall, upon notice from the
Corporation, surrender the certificates representing such shares at the office
of the Corporation or of its transfer agent for the Common Stock.

         (d) Capital Reorganization or Reclassification. If the Common Stock
issuable upon the conversion of the Series L Preferred Stock shall be changed
into the same or different number of shares of any class or classes of capital
stock, whether by capital reorganization, recapitalization, reclassification or
otherwise, then and in each such event the holders of Series L Preferred Stock
shall have the right thereafter to convert such shares in accordance with this
Section 6 into the kind and amount of shares of capital stock and other
securities and property receivable upon such reorganization, recapitalization,
reclassification or other change by the holders of the number of shares of
Common Stock into which such shares of Series L Preferred Stock might have been
converted immediately prior to such reorganization, recapitalization,
reclassification or change, all subject to further adjustment as provided herein
and not exceeding the Maximum Conversion Value.

         (e) Merger or Sale of Assets. If at any time or from time to time there
shall be a merger or consolidation of the Corporation with or into another
corporation (other than a merger or reorganization involving only a change in
the state of incorporation of the Corporation or the acquisition by the
Corporation of other businesses where the Corporation survives as a going
concern), or the sale of all or substantially all of the Corporation's capital
stock or assets to any other person, then, as a part of such merger,
consolidation or sale, provision shall be made so that the holders of the Series
L Preferred Stock shall thereafter be entitled to receive upon conversion of the
Series L Preferred Stock the total number of shares of stock or other securities
or property (including cash) of the Corporation, or of the successor corporation
resulting from such merger, consolidation or sale, to which such holder would
have been entitled if such holder had converted all of their shares of Series L
Preferred Stock into Common Stock at the Conversion Price in effect immediately
prior to the effective time of such merger, consolidation or sale, not to exceed
the Maximum Conversion Value (notwithstanding the limitations on conversion set
forth in Section 6(a) above).

         (f) Exercise of Conversion Privilege. To exercise its conversion
privilege in accordance with the time limitations of Section 6(a), a holder of
Series L Preferred Stock shall surrender the certificate(s) representing the
shares being converted to the Corporation at its principal office, and shall
give written notice to the Corporation at that office that such holder elects to
convert such shares. Such notice shall also state the name or names (with
address or addresses) in which the certificate(s) for shares of Common Stock
issuable upon such conversion shall be issued. The certificate(s) for shares of
Series L Preferred Stock surrendered for conversion shall be accompanied by
proper assignment thereof to the Corporation or in blank. The date when such
written notice is actually received by the Corporation, together with the
certificate(s) representing the shares of Series L Preferred Stock being
converted, shall be the "Conversion Date." As promptly as practicable after the
Conversion Date, the Corporation shall issue and shall deliver to the holder of
the shares of Series L Preferred Stock being converted, or on its written order,
such certificate(s) as it may request for the number of whole shares of Common
Stock issuable upon the conversion of such shares of Series L Preferred Stock in
accordance with the provisions of this Section 6, and cash, as provided in
Section 6(g), in respect of any fraction of a share of Common Stock issuable
upon such conversion. Such conversion shall be deemed to have been effected
immediately prior to the close of business on the Conversion Date, and at such
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time the rights of the holder as holder of the converted shares of Series L
Preferred Stock shall cease and the person(s) in whose name(s) any
certificate(s) for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder(s) of record of the shares of Common
Stock represented thereby.

         (g) Cash in Lieu of Fractional Shares. No fractional shares of Common
Stock or scrip representing fractional shares shall be issued upon the
conversion of shares of Series L Preferred Stock. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of
Series L Preferred Stock, the Corporation shall pay to the holder of the shares
of Series L Preferred Stock which were converted a cash adjustment in respect of
such fractional shares in an amount equal to the same fraction of the market
price per share of the Common Stock (as determined in a reasonable manner
prescribed by the Board of Directors) at the close of business on the Conversion
Date. The determination as to whether or not any fractional shares are issuable
shall be based upon the aggregate number of shares of Series L Preferred Stock
being converted at any one time by any holder thereof, not upon each share of
Series L Preferred Stock being converted.

         (h) Partial Conversion. In the event some but not all of the shares of
Series L Preferred Stock represented by a certificate(s) surrendered by a holder
are converted, the Corporation shall execute and deliver to or on the order of
the holder, at the expense of the Corporation, a new certificate representing
the number of shares of Series L Preferred Stock which were not converted.

         (i) Reservation of Common Stock. The Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of the
Series L Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of the Series L Preferred Stock (including any shares of Series L
Preferred Stock represented by any warrants, options, subscription or purchase
rights for the Series L Preferred Stock), and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series L Preferred Stock
(including any shares of Series L Preferred Stock represented by any warrants,
options, subscriptions or purchase rights for the Series L Preferred Stock), the
Corporation shall use all reasonable efforts and take such action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.

         (j) No Reissuance of Preferred Stock. Until the cancellation of all
issued and outstanding shares of Series L Preferred Stock as set forth in
Section 6(c) above, no share or shares of Series L Preferred Stock acquired by
the Corporation by reason of redemption, purchase, conversion or otherwise shall
be reissued, and all such shares shall be canceled, retired and eliminated from
the shares of Series L Preferred Stock which the Corporation shall be authorized
to issue. The Corporation shall from time to time take such appropriate
corporate action as may be necessary to reduce the authorized number of shares
of the Series L Preferred Stock. Any shares of Series L Preferred Stock so
canceled or retired may be added to the Corporation's reserve of authorized but
undesignated Preferred Stock.

         7.  Notices of Record Date.  In the event of any:

         (a) taking by the Corporation of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of capital stock of any
class or any other securities or property, or to receive any other right, or

         (b) capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation, any merger or
consolidation of the Corporation, or any transfer of all or substantially all of
the assets of the Corporation to any other Corporation, or any other entity or
person, or

         (c) voluntary or involuntary dissolution, liquidation or winding up of
the Corporation, then and in each such event the Corporation shall mail or cause
to be mailed to each holder of Series L Preferred Stock a notice specifying (i)
the date on which any such record is to be taken for the purpose of such
dividend, distribution or right and a description of such dividend, distribution
or right, (ii) the date on which any such reorganization,
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reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding up is expected to become effective, and
(iii) the time, if any, that is to be fixed, as to when the holders of record of
Common Stock (or other securities) shall be entitled to exchange their shares of
Common Stock (or other securities) for securities or other property deliverable
upon such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up. Such notice shall
be mailed by first class mail, postage prepaid, or by express overnight courier
service, at least ten (10) days prior to the date specified in such notice on
which such action is to be taken.