File # 7890-01
                                                                  March 14, 2003
                                                                IN THE OFFICE OF
                                                 DEAN HELLER, SECRETARY OF STATE

                           CERTIFICATE OF DESIGNATION
                                       OF
                         UNIVERSAL GUARDIAN CORPORATION

                    Certificate of Designations, Preferences
                            Rights and Limitations of

                      SERIES A CONVERTIBLE PREFERRED STOCK
                Under Section 78.1955 of Nevada Revised Statutes

      Michael J. Skellern and Michael A. Briola HEREBY CERTIFY that they are,
respectively, the President and the Secretary of UNIVERSAL GUARDIAN CORPORATION
(the "Corporation"), a corporation organized and existing under the laws of the
State of Nevada, and that, pursuant to (i) authority conferred upon the Board of
Directors by the Corporation's Certificate of Incorporation and (ii) Section
78.1955 of Nevada Revised Statues, the Board of Directors of the Corporation
duly adopted the following resolution providing for the issuance of a series of
convertible preferred stock, as follows:

RESOLVED, that, pursuant to authority expressly granted to and vested in the
Board of Directors by the provisions of the Certificate of Incorporation and
Section 78.1955 of the Nevada Revised Statues, the Board of Directors hereby
creates a series consisting of 3,000,000 shares of Series A Convertible
Preferred Stock of the Corporation, and hereby fixes the powers, designation,
preferences and rights of the shares of such Series, and the qualifications,
limitations, or restrictions thereof (in addition to those provisions set forth
in the Certificate of Incorporation which may be applicable to the Preferred
Stock), as follows:

1.    SERIES A CONVERTIBLE PREFERRED STOCK.

There is hereby created a separate and distinct series of convertible preferred
stock, consisting of 3,000,000 shares thereof, to be designated Series A
Convertible Preferred Stock (the "Series A Preferred Stock"), having the powers,
preferences, privileges, and rights, and the qualifications, limitations and
restrictions thereon, as are set forth herein. All shares of Series A Preferred
Stock shall have a stated value of $1.25 per share and shall be of equal rank
with each other. Shares of the Series A Preferred Stock redeemed, purchased or
otherwise acquired by the Corporation shall be cancelled and shall not be
subject to reissuance by the Corporation for any purpose. Holders of the Series
A Preferred Stock may convert the Series A Preferred Stock into Common Stock of
the Corporation, par value $0.01 ("Common Stock"), as more particularly set
forth below. At the election of the Corporation, dividends on the Series A
Preferred Stock may be payable in Common Stock, as more particularly set forth
below.

2.    LIQUIDATION PREFERENCE.


                                       1
<PAGE>


      (a) Upon any voluntary or involuntary liquidation, dissolution or winding
up of the business and affairs of the Corporation, and before the holders of
shares either of Common Stock or of any other stock of the Corporation ranking
junior to the Series A Preferred Stock shall be entitled to any payment on
account of such shares, the holders of Series A Preferred Stock then outstanding
shall be entitled to receive as a liquidation preference an amount equal to One
Dollar and Twenty Five Cents ($1.25) Dollars per share (the "Liquidation
Preference"), plus dividends to which such shareholders have become entitled and
which have not theretofore been paid. After the holders of Series A Preferred
Stock shall have received such Liquidation Preference payment (including all
accrued and unpaid dividends), they shall have no right or claim to any of the
remaining assets of the Corporation.

      (b) If upon any liquidation, dissolution or winding up, the Corporation
shall have insufficient funds to permit payment to the holders of Series A
Preferred Stock then outstanding of the entire account to which they are
entitled as a Liquidation Preference thereunder, then such funds are available
for such purpose shall be distributed among such holders on the basis of the
number of shares of Series A Preferred Stock held by each holder so that, as
nearly as may be practicable, the amount each such holder shall receive shall
represent the same proportion of such available funds as such holder's total
holding of shares of Series A Preferred Stock represents of the total shares of
Series A Preferred Stock at the time outstanding.

      (c) The sale of all or substantially all of the assets of the Corporation,
or the merger or consolidation of the Corporation with another entity, shall not
be deemed to be a liquidation, dissolution or winding up of the Corporation for
the purposes of this Section.

3.    DIVIDENDS

      The holders of Series A Preferred Stock shall be entitled to receive,
      when, as and if declared by the Board of Directors of the Corporation,
      dividends payable either:

      (i) in cash, out of funds legally available for the payment of dividends,
at an annual rate equal to six (6%) percent of the Liquidation Preference; or

      (ii) at the election of the Corporation, in fully-paid and non-assessable
shares of Common Stock at an annual rate equal to six (6%) percent of the
Liquidation Preference, and such shares shall be valued, for the purposes of any
dividend payment, at the average of the closing bid price for the Common Stock
for the five days on which Common Stock was traded immediately prior to the
record date for the payment of such dividend.

      Dividends shall be payable annually on September 30 in each year
commencing September 30, 2003, to stockholders of record on the immediately
preceding September 30. Dividends payable on shares of Series A Preferred Stock
for the initial dividend period for any period less than a full twelve-month
period shall accrue from the state of issuance of the shares of Series A
Preferred Stock on which such dividends are payable, and shall be computed and
apportioned on the basis of a 360-day period composed of twelve 30-day months.
Dividends in arrears may be declared and paid at any time, without reference to
any regular dividend payment date, to stockholders of record as of a date
established by the Board Directors. Holders of Series A Preferred Stock shall
not be entitled to any dividends, however payable, in excess of the full
dividends provided for herein, and no interest or sum of money in lieu of
interest shall be payable in respect of any dividend payment which may be in
arrears.


                                       2
<PAGE>

4.    NO DIVIDENDS OR DISTRIBUTIONS TO JUNIOR SECURITIES.

      Exceptions may be otherwise providing in this Certificate, so long as any
shares of Series A Preferred Stock are outstanding, no dividends shall be
declared or paid or set aside for payment, and no other distribution shall be
declared or made, upon any Common Stock of the Corporation or upon any other
shares of a class or series of stock which is junior in right and ranking to the
Series A Preferred Stock, unless all amounts then due to the holders of Series A
Preferred Stock, including the dividends provided for herein, have been paid.

5.    VOTING.

      The Series A Preferred Stock shall not vote separately as a class except
as required by law, but shall vote with the Common Stock with each share of
Preferred Stock having voting right equal to the number of preferred shares into
which it may be converted.

6.    CONVERSION INTO COMMON STOCK.

      The holders of Series A Preferred Stock shall have a conversion right as
follows (the "Conversion Right").

      (a) Beginning on the date of original issuance of a share of Series A
Preferred Stock, each such share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, into one share of Common
Stock.

      (b) No fractional shares of Common Stock shall be issued upon conversion
of the Series A Preferred Stock and, in lieu of any fractional shares to which
the holder would otherwise be entitled, the number of shares of Common Stock
issuable on conversion shall be rounded to the nearer whole number.

      (c) A Conversion Right shall be exercised by a holder by delivering to the
Corporation during regular business hours or to such other place as may be
designated by the Corporation, the original certificate or certificates for the
shares to be converted, duly endorsed or assigned either in blank or to the
Corporation (if required by it), accompanied by written notice in substantially
the form annexed hereto as Exhibit A, stating that the holder elects to convert
such shares (or the amount thereof as to which the conversion right is to be
exercised, which amount shall not less than that represented by shares having an
aggregate Liquidation Preference of $10,000,) and stating the name or names
(with address and Social Security or Federal Taxpayer Identification Number) in
which the certificate or certificates for the shares of Common Stock are to be
issued. Conversion shall be deemed to have been effected on the date when the
aforesaid delivery is made and such date is referred to herein as the
"Conversion Date". As promptly as practicable thereafter, the Corporation shall
issue and deliver to or upon the written order of such holder, to the place
designated by such holder, a certificate or certificates for the number of
shares of Common Stock to which such holder is entitled. The person in whose


                                       3
<PAGE>

name the certificate or certificates for Common Stock are to be issued shall be
deemed to have become a stockholder of record on the applicable Conversion Date
unless the transfer books of the Corporation are closed on that date, in which
event such person shall be deemed to have become a stockholder of record on the
next succeeding date on which the transfer books are open. 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, 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.

      (d) The Corporation shall, at all times when Series A Preferred Stock
shall be outstanding, reserve and keep available out of its authorized but
unissued stock, for the purpose of effecting the conversion of Series A
Preferred Stock, such number of its duly authorized shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock.

      (e) All shares of Common Stock which may be issued in connection with the
conversion provisions set forth herein will, upon issuance by the Corporation,
be validly issued, fully paid and non-assessable. No adjustment shall be made
for dividends on any share of Series A Preferred Stock which is being converted
(u8nless such dividends have been declared and are unpaid as of the Conversion
Date) or on any share of Common Stock issued on exercise of a holder's
Conversion Right.

7.    ADJUSTMENTS.

The Conversion Price from time to time in effect shall be subject to adjustment
(to the nearest cent0 from time to time as follows:

      (a) In case of any merger (other than a merger in which the Corporation is
not the continuing or surviving entity), combination, or any reclassification of
the Common Stock of the Corporation, each share of the Series A Preferred Stock
shall thereafter be convertible into shares of stock or other securities or
property into which a holder of Common Stock immediately prior to such merger,
combination or reclassification would have been entitled upon such merger,
combination or reclassification. In any such case, appropriate adjustment (as
determined by the Board of Directors in good faith) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of holders of Series A Preferred Stock, such that the
provisions set forth herein shall thereafter be applicable, as nearly as
reasonably may be, in relation to any share of stock or other property
thereafter issuable upon conversion. The consummation of the closing of the
transaction contemplated by the SHARE EXCHANGE AGREEMENT AND PLAN OF
REORGANIZATION by and among the Corporation Hollywood Partners.com, Inc., a
Delaware corporation now known as Universal Guardian Holdings, Inc. ("UGHO") and
the Corporation's shareholders shall be deemed to be a combination for the
purposes of this section and each share of Series A Preferred Stock is now
convertible into one share of the common stock of UGHO subject to adjustment as
hereinafter set forth as though UGHO were the Corporation.


                                       4
<PAGE>

      (b) Whenever the Conversion Price shall be adjusted as provided in this
Section 7, the Corporation shall forthwith file, at the office of the
Corporation or of any transfer agent designated as transfer agent for the Series
A Preferred Stock, a statement, certified by the President of the Corporation,
showing in detail the facts requiring such adjustment and the method of
calculating the Conversion Price that shall be in effect after such adjustment.
The Corporation shall also cause a copy of such statement to be sent by first
class mail, postage prepaid, to each holder of record Series A Preferred Stock
at such holder's address as shown in the records of the Corporation.

8.    REDEMPTION AND MANDATORY CONVERSION.

      (a) Beginning on the fifth anniversary of the date of the original
issuance of any shares of Series A Preferred Stock, the Corporation, at its sole
option, expressed by resolution of its Board of Directors, may call for
redemption and may redeem shares of Series A Preferred Stock in whole, or from
time to time in part, upon notice ("Redemption Notice") as set forth below. The
redemption price per share of Series A Preferred Stock shall be equal to the
Liquidation Preference.

      (b) Beginning on the fifth anniversary of the date of original issuance of
any shares of Series A Preferred Stock, the Corporation, at its sole option,
expressed by resolution of its Board of Directors, may effect a mandatory
conversion of the Series A Preferred Stock in whole, or from time to time in
part, upon notice ("Conversion Notice") as set forth below; provided, however,
that no share of Series A Preferred Stock shall be subject to mandatory
conversion hereunder unless the Common Stock issuable upon its conversion shall
have a "Market Price", as defined below, equal to at least twice the Liquidation
Preference.

      (c) As used herein, the current market price ("Market Price") per share at
any date shall be the price of Common Stock on the business day immediately
preceding the event requiring a determination hereunder shall be (A) if the
principal trading market for such securities is an exchange, the closing price
on such exchange on such day provided if trading of such Common Stock is listed
on any consolidated tape, the price shall be closing price set forth on such
consolidated tape or (B) if the principal market for such securities is the
over-the-counter market, the high bid price on such date as set forth by NASDAQ
SmallCap or closing price if listed on NASDAQ NMS or, if the security is not
quoted on NASDAQ, the high bid price as set forth in the NATIONAL QUOTATION
BUREAU sheet or any other recognized quotation source listing such securities
for such day. Notwithstanding the foregoing, if there is no reported closing
price or high bid price, as the case may be, on a date prior to the event
requiring a determination hereunder, then the current market price shall be
determined as of the latest date prior to such day for which such closing price
or high bid price is available.

      (d) Notice of any redemption of the Series A Preferred Stock shall be
given as set forth in Section 9 below, not less than ten (10) nor more than
twenty (20) days prior to the date fixed in such notice for such redemption (the
"Redemption Date") to each holder of record of shares of Series A Preferred
Stock to be redeemed, at such holder's address as the same shall appear on the
books of the Corporation. Such notice shall specify the time and place of
redemption, the redemption price, and, if less than all the shares owned by any
stockholder are to be redeemed, shall also specify the number of shares which
are to be redeemed.


                                       5
<PAGE>

      (e) If any such notice of redemption shall have been duly given and if, on
or before the redemption date specified therein, all funds necessary for such
redemption shall have been set aside by the Corporation, separate and apart from
its other funds, in trust for the pro rata benefit off the holders of the shares
so called for redemption, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for shares so called for redemption
shall not have been surrendered for cancellation, all shares so called of
redemption shall no longer be deemed outstanding on and after such redemption
date, and the right to receive dividends thereon and all other rights with
respect to such shares shall forthwith on such redemption date cease terminate,
except only the right of the holders thereof to receive the amount payable on
redemption, without interest; and provided further that the right to convert
shares of Series A Preferred Stock into Common Stock shall terminate, effective
as of the day prior to the date of the notice of redemption.


      (f) If any such notice of mandatory conversion shall have been duly given,
then, notwithstanding that nay certificate for shares so called for mandatory
conversion shall not have been surrendered for cancellation, all shares so
called for mandatory conversion shall no longer be deemed outstanding on and
after such mandatory conversion date, and the right to receive dividends thereon
and all other rights with respect to such shares shall forthwith on such
mandatory conversion date cease and terminate, except only the right of the
holders thereof to receive shares of Common Stock to which they are entitled
shall survive and the Series A Preferred Stock shall be deemed, by operation of
law, to be the shares of Common Stock into which they have been converted by
such notice.


9.    NOTICE.

Any notices required to be given to any holder of Series A Preferred Stock shall
be deemed properly given if deposited in the United States mail, postage
prepaid, or sent by facsimile or by overnight or express delivery service,
followed by duplicate notice via United States first class mail, postage
prepaid, and addressed to the holder of record at such holder's address
appearing at the books of the Corporation.


                                       6
<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation of Series A Convertible Preferred Stock to be duly executed by its
President and by its Secretary, respectively, this 14th day of March, 2003.


By:      /s/ Michael J. Skellern
         --------------------------------------------
         Michael J. Skellern, President


By:      /s/ Michael A. Briola
         --------------------------------------------
         Michael A. Briola, Secretary

Corporate Seal


                                       7
<PAGE>


                                    EXHIBIT A
                NOTICE OF CONVERSION OF SERIES A PREFERRED STOCK
              (To be Executed by the Registered Holder in order to
                     Convert the Series A Preferred Stock)

The undersigned Holder hereby irrevocably elects to convert ___ shares of Series
A Preferred Stock, represented by stock certificate No(s). _____ (the "Preferred
Stock Certificates") into shares of common stock ("Common Stock") of UNIVERSAL
GUARDIAN HOLDING, INC. (the "Company") according to the conditions of the
Certificate of Designation of Series A Preferred Stock, as of the date written
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any. A copy of each
of the Preferred Stock Certificates being converted is attached hereto.

Date of Conversion:____________________________________________________

Applicable Conversion Price:___________________________________________

Number of Shares of Common Stock to be Issued:_________________________

Name of Holder:________________________________________________________


_______________________________________________________________________
                                   (Signature)

Address:_______________________________________________________________

Social Security of Federal Taxpayer ID No:_____________________________


                                   IMPORTANT:

No shares of Common Stock will be issued until the original Series A Preferred
Stock Certificate(s) to be converted and the Notice of Conversion are received
by the Company. The Holder shall fax, or otherwise deliver, a copy of this
completed and fully executed Notice of Conversion to the Company at the office
of the Company or such other location designated by the Company, and shall
deliver, at the same time, the original Series A Preferred Stock Certificate(s)
representing the Series A Preferred Stock being converted, duly endorsed for
transfer. The Company shall use its best efforts to cause its Transfer Agent to
issue shares of Common Stock and deliver them to the shareholder no later than
ten (10) business days following the receipt of a facsimile of this Notice of
Conversion AND receipt by the Company of the original Series A Preferred Stock
Certificate(s) to be converted, all in accordance with the terms of the
Certificate of Designation.


                                       8