GENERAL DEVICES, INC.
CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK

     General Devices, Inc., a Delaware company (the "Company"), hereby certifies
that the following resolution has been duly adopted by the board of directors of
the Company:

     RESOLVED, that pursuant to the authority granted to and vested in the board
of directors of the Company (the "Board") by the provisions of the certificate
of in Company of the Company, there is created a series of preferred stock, par
value $0.0001 per share, and that the voting powers, designation and number of
shares thereof and the 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 follows:

1.   Designation and Number; Rank; Prohibited Payments.
     --------------------------------------------------

(a) The shares of this series shall be designated as Series B Preferred Stock.
The number of shares initially constituting the Series B Preferred Stock shall
be 15,780,160, which number may, subject to any consent right of the holders of
any capital stock of the Company, be increased or decreased by the Board;
provided, however, that such number may not be decreased below the number of the
then outstanding shares of Series B Preferred Stock.

(b) The Series B Preferred Stock shall, with respect to dividend rights and
rights upon liquidation, dissolution or winding up, rank:

(i) junior to all classes and series of any hereafter authorized capital stock
of the Company ranking senior (as to dividend rights, redemption rights and
rights upon liquidation, dissolution or winding up) to the Series B Preferred
Stock ("Senior Stock");

(ii) pari passu with all classes and series of any now or hereafter authorized
capital stock of the Company ranking on a par (as to dividend rights, redemption
rights and rights upon liquidation, dissolution or winding up) with the Series B
Preferred Stock ("Parity Stock"), including, but not limited to, the Company's
Series A Preferred Stock (the "Series A Preferred Stock"); and

(iii) senior to all classes and series of any now or hereafter authorized
capital stock of the Company ranking junior (as to dividend rights, redemption
rights and rights upon liquidation, dissolution or winding up) to the Series B
Preferred Stock, including, without limitation, any class of the Company's
common stock, par value $0.0001 per share ("Common Stock") (such classes and
series are referred to as "Junior Stock").





2.   Dividends.
     ----------

(a) The holders of shares of Series B Preferred Stock shall be entitled to
receive preferential dividends at an annual rate equal to six percent (6%) per
annum times the Original Issue Price (as defined below) for each share of Series
B Preferred Stock held by such holders, and such dividends shall be payable in
cash to the holders of record at the close of business on each March 15 and
September 15 of each year. Dividends on shares of the Series B Preferred Stock
shall accumulate on a daily basis from the date on which such shares are issued
and, to the extent they are not paid in cash when due, shall compound on a
semi-annual basis on each March 15 and September 15 of each year, whether or not
the Company has earnings or profits, whether or not there are funds legally
available for the payment of such dividends and whether or not dividends are
declared.

(b) Upon conversion of any share of Series B Preferred Stock into Common Stock
pursuant to Section 4, the holder of such Series B Preferred Stock shall be
entitled to receive payment of all accrued and unpaid dividends thereon, at the
option of the holder thereof, (i) in cash or (ii) in the form of such number of
additional shares of Common Stock equal to (x) the amount of such accrued and
unpaid dividends, divided by (y) the then applicable Series B Conversion Price.

(c) In no event may any dividends be paid on the Series B Preferred Stock
unless, at the time of such payment, any and all dividends then accrued and
payable on the shares of any Senior Stock shall have been paid in full. If
dividends are paid on the shares of Series B Preferred Stock and shares of
Parity Stock in an amount less than the total amount of such dividends at the
time accrued and payable on all of such shares, such dividends shall be
allocated pro rata (in proportion to the respective amounts due with respect
thereto) among all such shares of Series B Preferred Stock and shares of Parity
Stock at the time outstanding based on the amount of dividends then due with
respect to each such share. In no event may any dividends be paid on any Junior
Stock unless, at the time of such payment, any and all dividends then accrued
and payable on the shares of the Series B Preferred Stock have been paid in
full.

3.   Preference on Liquidation.
     --------------------------

(a) Upon the liquidation or dissolution of the Company ("Liquidation Event"),
the holders of Series B Preferred Stock shall be entitled to receive out of the
Company's assets, for each share of Series B Preferred Stock outstanding at the
time thereof, distributions in the amount of $0.31755 (subject to adjustment
from time to time as a result of a stock split, stock combination or any other
similar event affecting the outstanding number of shares of Series B Preferred
Stock) (as adjusted from time to time, the "Original Issue Price") plus an
amount equal to all accumulated but unpaid dividends thereon, whether or not
declared (the Original Issue Price together with such dividends, the
"Liquidation Preference").

(b) Distributions of the Company's cash, securities and other assets pursuant to
this Section 3 shall be made to the holders of shares of Series B Preferred
Stock and all other Parity Stock in proportion to the total amounts to which the
holders of all shares of Series B Preferred Stock and all other Parity Stock are
entitled upon a Liquidation Event.

(c) No payment or distribution shall be made in respect of any shares of Series
B Preferred Stock pursuant to Section 3(a) unless, at the time of such
distribution, all amounts due in respect of any shares of Senior Stock have been
paid in full.

(d) No payment or distribution shall be made in respect of any shares of Junior
Stock unless, at the time of such distribution, the holders of shares of Series
B Preferred Stock shall have received the Liquidation Preference with respect to
each share.

(e) Upon the payment in full of all amounts due to a holder of Series B
Preferred Stock pursuant to this Section 3, such holder shall not be entitled to
any further participation in the assets of the Company.

4.   Conversion.
     -----------

4.1  Right to Convert.


                                       2



(a) Each share of Series B Preferred Stock shall be convertible, at the option
of the holder thereof upon exercise in accordance with Section 4.1(b), without
the payment of additional consideration, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the Original
Issue Price by the Series B Conversion Price (as defined below) in effect at the
time of conversion. The "Series B Conversion Price" shall initially be equal to
$0.31755. Such initial Series B Conversion Price, and the rate at which shares
of Series B Preferred Stock may be converted into shares of Common Stock, shall
be subject to adjustment as provided below.

(b) A record holder of shares of Series B Preferred Stock may effect the
optional conversion thereof in accordance with Section 4.1(a) by making a
written demand for such conversion (a "Series B Conversion Demand") upon the
Company at its principal executive offices that sets forth (i) the number of
shares of Series B Preferred Stock to be converted; and (ii) the proposed date
of such conversion, which shall be a Business Day not less than 5 Business Days
after the date of such Series B Conversion Demand (the "Series B Conversion
Date"). The Series B Conversion Demand shall be accompanied by the certificate
representing such shares or, if such certificate has been lost or stolen, a lost
stock certificate affidavit and indemnification agreement in form and substance
satisfactory to the Company and, if the Company shall so request, evidence that
such holder shall have posted a bond satisfactory to the Company. As soon as
practicable after the Series B Conversion Date, the Company shall issue and
deliver to such holder a certificate for the number of shares of Common Stock
issuable upon such conversion in accordance with the provisions hereof (rounded
down to the nearest whole share). Upon surrender of a certificate representing
Series B Preferred Stock to be converted in part, the Company shall after the
Series B Conversion Date issue a certificate representing the number of full
shares of Series B Preferred Stock not so converted.

(c) All outstanding shares of Series B Preferred Stock to be converted pursuant
to the Series B Conversion Demand shall, on the Series B Conversion Date, be
converted into Common Stock for all purposes. On and after the Series B
Conversion Date, (i) no such shares of Series B Preferred Stock shall be deemed
to be outstanding or be transferable on the books of the Company or the stock
transfer agent, if any, for such shares of Series B Preferred Stock, and (ii)
the holder of such shares, as such, shall not be entitled to receive any
dividends or other distributions, to receive notices or to vote such shares or
to exercise or to enjoy any other powers, preferences or rights in respect
thereof, other than the right, upon surrender of the certificate representing
such shares, to receive a certificate for the number of shares of Common Stock
into which such shares shall have been converted.

4.2 Adjustments to Series B Conversion Price.

(a) Definitions. For the purposes of this Section 4, the following terms shall
have the following meanings ascribed thereto:

(i) "Additional Shares of Common Stock" shall mean all shares of Common Stock
issued (or deemed to be issued pursuant to clause (b) below) by the Company
after the Initial Issuance Date, but shall not include up to 4,211,799 shares of
Common Stock issuable upon exercise of options granted by the Company pursuant
to a statutory employee option plan approved in accordance with Section 6 below.

(ii) "Convertible Securities" shall mean any evidences of indebtedness, shares
or other securities directly or indirectly convertible into or exchangeable for
Common Stock, but excluding Options.

(iii) "Option" shall mean rights, options or warrants to subscribe for, purchase
or otherwise acquire Common Stock or Convertible Securities, but shall not
include options to purchase up to 4,211,799 shares of Common Stock granted by
the Company pursuant to a statutory employee option plan approved in accordance
with Section 6 below.

(b) Deemed Issue of Additional Shares of Common Stock.

(i) If the Company at any time or from time to time after the date of the
initial issuance of shares of Series B Preferred Stock (the "Initial Issuance
Date") shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities entitled to
receive any such Options or Convertible Securities, then the maximum number of
shares of Common Stock (as set forth in the instrument relating thereto,
assuming the satisfaction of any conditions to exercisability, convertibility or
exchangeability but without regard to any provision contained therein for a
subsequent adjustment of such number) issuable upon the exercise of such Options
or, in the case of Convertible Securities and Options therefor, the conversion
or exchange of such


                                       3




Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date.

(ii) If the terms of any Option or Convertible Security, the issuance of which
resulted in an adjustment to the Series B Conversion Price pursuant to the terms
of Section 4.2(c) below, are revised (either automatically pursuant to the
provisions contained therein or as a result of an amendment to such terms) to
provide for either (1) any increase or decrease in the number of shares of
Common Stock issuable upon the exercise, conversion or exchange of any such
Option or Convertible Security or (2) any increase or decrease in the
consideration payable to the Company upon such exercise, conversion or exchange,
then, effective upon such increase or decrease becoming effective, the Series B
Conversion Price computed upon the original issue of such Option or Convertible
Security (or upon the occurrence of a record date with respect thereto) shall be
readjusted to such Series B Conversion Price as would have obtained had such
revised terms been in effect upon the original date of issuance of such Option
or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant
to this clause (ii) shall have the effect of increasing the Series B Conversion
Price to an amount which exceeds the lower of (i) the Series B Conversion Price
on the original adjustment date, or (ii) the Series B Conversion Price that
would have resulted from any issuances of Additional Shares of Common Stock
between the original adjustment date and such readjustment date.

(iii) If the terms of any Option or Convertible Security, the issuance of which
did not result in an adjustment to the Series B Conversion Price pursuant to the
terms of Section 4.2(c) below (either because the consideration per share of the
Additional Shares of Common Stock subject thereto was equal to or greater than
the Series B Conversion Price then in effect, or because such Option or
Convertible Security was issued before the Initial Issuance Date), are revised
after the Initial Issuance Date (either automatically pursuant to the provisions
contained therein or as a result of an amendment to such terms) to provide for
either (1) any increase or decrease in the number of shares of Common Stock
issuable upon the exercise, conversion or exchange of any such Option or
Convertible Security or (2) any increase or decrease in the consideration
payable to the Company upon such exercise, conversion or exchange, then such
Option or Convertible Security, as so amended, and the Additional Shares of
Common Stock subject thereto shall be deemed to have been issued effective upon
such increase or decrease becoming effective.

(iv) Upon the expiration or termination of any unexercised Option or unconverted
or unexchanged Convertible Security which resulted (either upon its original
issuance or upon a revision of its terms) in an adjustment to the Series B
Conversion Price pursuant to the terms of Section 4.2(c) below, the Series B
Conversion Price shall be readjusted to such Series B Conversion Price as would
have obtained had such Option or Convertible Security never been issued.

(c) Adjustment of Series B Conversion Price Upon Issuance of Additional Shares
of Common Stock. In the event the Company shall at any time after the Initial
Issuance Date issue Additional Shares of Common Stock (including Additional
Shares of Common Stock deemed to be issued pursuant to Section 4.2(b)), without
consideration or for a consideration per share less than the applicable Series B
Conversion Price in effect immediately prior to such issue, then the Series B
Conversion Price shall be reduced, concurrently with such issue, to a price
(calculated to the nearest one-hundredth of a cent) determined in accordance
with the following formula:

CP2 = CP1 *  (A + B) / (A + C)

For purposes of the foregoing formula, the following definitions shall apply:

"CP2" shall mean the Series B Conversion Price in effect immediately after such
issue of Additional Shares of Common Stock;

"CP1" shall mean the Series B Conversion Price in effect immediately prior to
such issue of Additional Shares of Common Stock;

"A" shall mean the number of shares of Common Stock outstanding and deemed
outstanding immediately prior to such issue of Additional Shares of Common Stock
(treating for this purpose as outstanding all shares of Common Stock issuable
upon exercise of Options outstanding immediately prior to such issue or upon
conversion of Convertible Securities (including the Series B Preferred Stock)
outstanding immediately prior to such issue);


                                       4




"B" shall mean the number of shares of Common Stock that would have been issued
if such Additional Shares of Common Stock had been issued at a price per share
equal to CP1 (determined by dividing the aggregate consideration received by the
Company in respect of such issue by CP1); and

"C" shall mean the number of such Additional Shares of Common Stock issued in
such transaction.

(d) Determination of Consideration. For purposes of this Section 4.2, the
consideration received by the Company for the issue of any Additional Shares of
Common Stock shall be computed as follows:

(i) Cash and Property: Such consideration shall:

(A) insofar as it consists of cash, be computed at the aggregate amount of cash
received by the Company, excluding amounts paid or payable for accrued interest;

(B) insofar as it consists of property other than cash, be computed at the fair
market value thereof at the time of such issue, as determined in good faith by
the Board; and

(C) in the event Additional Shares of Common Stock are issued together with
other shares or securities or other assets of the Company for consideration
which covers both, be the proportion of such consideration so received, computed
as provided in clauses (I) and (II) above, as determined in good faith by the
Board.

(II) OPTIONS AND CONVERTIBLE SECURITIES. THE CONSIDERATION PER SHARE RECEIVED BY
THE COMPANY FOR ADDITIONAL SHARES OF COMMON STOCK DEEMED TO HAVE BEEN ISSUED
PURSUANT TO SECTION 4.2(B), RELATING TO OPTIONS AND CONVERTIBLE SECURITIES,
SHALL BE DETERMINED BY DIVIDING:

(A) THE TOTAL AMOUNT, IF ANY, RECEIVED OR RECEIVABLE BY THE COMPANY AS
CONSIDERATION FOR THE ISSUE OF SUCH OPTIONS OR CONVERTIBLE SECURITIES, PLUS THE
MINIMUM AGGREGATE AMOUNT OF ADDITIONAL CONSIDERATION (AS SET FORTH IN THE
INSTRUMENTS RELATING THERETO, WITHOUT REGARD TO ANY PROVISION CONTAINED THEREIN
FOR A SUBSEQUENT ADJUSTMENT OF SUCH CONSIDERATION) PAYABLE TO THE COMPANY UPON
THE EXERCISE OF SUCH OPTIONS OR THE CONVERSION OR EXCHANGE OF SUCH CONVERTIBLE
SECURITIES, OR IN THE CASE OF OPTIONS FOR CONVERTIBLE SECURITIES, THE EXERCISE
OF SUCH OPTIONS FOR CONVERTIBLE SECURITIES AND THE CONVERSION OR EXCHANGE OF
SUCH CONVERTIBLE SECURITIES, BY

(B) THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK (AS SET FORTH IN THE
INSTRUMENTS RELATING THERETO, WITHOUT REGARD TO ANY PROVISION CONTAINED THEREIN
FOR A SUBSEQUENT ADJUSTMENT OF SUCH NUMBER) ISSUABLE UPON THE EXERCISE OF SUCH
OPTIONS OR THE CONVERSION OR EXCHANGE OF SUCH CONVERTIBLE SECURITIES.

(E) MULTIPLE CLOSING DATES. IN THE EVENT THE COMPANY SHALL ISSUE ON MORE THAN
ONE DATE ADDITIONAL SHARES OF COMMON STOCK THAT ARE A PART OF ONE TRANSACTION OR
A SERIES OF RELATED TRANSACTIONS AND THAT WOULD RESULT IN AN ADJUSTMENT TO THE
SERIES B CONVERSION PRICE PURSUANT TO THE TERMS OF SECTION 4.2(C) ABOVE THEN,
UPON THE FINAL SUCH ISSUANCE, THE SERIES B CONVERSION PRICE SHALL BE READJUSTED
TO GIVE EFFECT TO ALL SUCH ISSUANCES AS IF THEY OCCURRED ON THE DATE OF THE
FIRST SUCH ISSUANCE (AND WITHOUT ADDITIONAL GIVING EFFECT TO ANY ADJUSTMENTS AS
A RESULT OF ANY SUBSEQUENT ISSUANCES WITHIN SUCH PERIOD).

(F) ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. IF THE COMPANY SHALL AT ANY
TIME OR FROM TIME TO TIME AFTER THE INITIAL ISSUANCE DATE EFFECT A SUBDIVISION
OF THE OUTSTANDING COMMON STOCK WITHOUT A COMPARABLE SUBDIVISION OF THE SERIES B
PREFERRED STOCK OR COMBINE THE OUTSTANDING SHARES OF SERIES B PREFERRED STOCK
WITHOUT A COMPARABLE COMBINATION OF THE COMMON STOCK, THE SERIES B CONVERSION
PRICE IN EFFECT IMMEDIATELY BEFORE THAT SUBDIVISION OR COMBINATION SHALL BE
PROPORTIONATELY DECREASED SO THAT THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE
ON CONVERSION OF EACH SHARE OF SUCH SERIES SHALL BE INCREASED IN PROPORTION TO
SUCH INCREASE IN THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING. IF
THE COMPANY SHALL AT ANY TIME OR FROM TIME TO TIME AFTER THE INITIAL ISSUANCE
DATE COMBINE THE OUTSTANDING SHARES OF COMMON STOCK WITHOUT A COMPARABLE
COMBINATION OF THE SERIES B PREFERRED STOCK OR EFFECT A SUBDIVISION OF THE
OUTSTANDING SHARES OF SERIES B PREFERRED STOCK WITHOUT A COMPARABLE SUBDIVISION
OF THE COMMON STOCK, THE SERIES B CONVERSION PRICE IN EFFECT IMMEDIATELY BEFORE
THE COMBINATION OR SUBDIVISION SHALL BE PROPORTIONATELY INCREASED SO THAT THE
NUMBER OF SHARES


                                       5




OF COMMON STOCK ISSUABLE ON CONVERSION OF EACH SHARE OF SUCH SERIES SHALL BE
DECREASED IN PROPORTION TO SUCH DECREASE IN THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING. ANY ADJUSTMENT UNDER THIS SUBSECTION SHALL BECOME
EFFECTIVE AT THE CLOSE OF BUSINESS ON THE DATE THE SUBDIVISION OR COMBINATION
BECOMES EFFECTIVE.

4.3 ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. IN THE EVENT THE COMPANY
AT ANY TIME OR FROM TIME TO TIME AFTER THE INITIAL ISSUANCE DATE SHALL MAKE OR
ISSUE, OR FIX A RECORD DATE FOR THE DETERMINATION OF HOLDERS OF COMMON STOCK
ENTITLED TO RECEIVE, A DIVIDEND OR OTHER DISTRIBUTION PAYABLE ON THE COMMON
STOCK IN ADDITIONAL SHARES OF COMMON STOCK, THEN AND IN EACH SUCH EVENT THE
SERIES B CONVERSION PRICE IN EFFECT IMMEDIATELY BEFORE SUCH EVENT SHALL BE
DECREASED AS OF THE TIME OF SUCH ISSUANCE OR, IN THE EVENT SUCH A RECORD DATE
SHALL HAVE BEEN FIXED, AS OF THE CLOSE OF BUSINESS ON SUCH RECORD DATE, BY
MULTIPLYING THE SERIES B CONVERSION PRICE THEN IN EFFECT BY A FRACTION:

(A) THE NUMERATOR OF WHICH SHALL BE THE TOTAL NUMBER OF SHARES OF COMMON STOCK
ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE TIME OF SUCH ISSUANCE OR THE
CLOSE OF BUSINESS ON SUCH RECORD DATE, AND

(B) THE DENOMINATOR OF WHICH SHALL BE THE TOTAL NUMBER OF SHARES OF COMMON STOCK
ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE TIME OF SUCH ISSUANCE OR THE
CLOSE OF BUSINESS ON SUCH RECORD DATE PLUS THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE IN PAYMENT OF SUCH DIVIDEND OR DISTRIBUTION; PROVIDED, HOWEVER, THAT IF
SUCH RECORD DATE SHALL HAVE BEEN FIXED AND SUCH DIVIDEND IS NOT FULLY PAID OR IF
SUCH DISTRIBUTION IS NOT FULLY MADE ON THE DATE FIXED THEREFOR, THE SERIES B
CONVERSION PRICE SHALL BE RECOMPUTED ACCORDINGLY AS OF THE CLOSE OF BUSINESS ON
SUCH RECORD DATE AND THEREAFTER THE SERIES B CONVERSION PRICE SHALL BE ADJUSTED
PURSUANT TO THIS SUBSECTION AS OF THE TIME OF ACTUAL PAYMENT OF SUCH DIVIDENDS
OR DISTRIBUTIONS; AND PROVIDED FURTHER, HOWEVER, THAT NO SUCH ADJUSTMENT SHALL
BE MADE IF THE HOLDERS OF SERIES B PREFERRED STOCK SIMULTANEOUSLY RECEIVE (I) A
DIVIDEND OR OTHER DISTRIBUTION OF SHARES OF COMMON STOCK IN A NUMBER EQUAL TO
THE NUMBER OF SHARES OF COMMON STOCK AS THEY WOULD HAVE RECEIVED IF ALL
OUTSTANDING SHARES OF SERIES B PREFERRED STOCK HAD BEEN CONVERTED INTO COMMON
STOCK ON THE DATE OF SUCH EVENT OR (II) A DIVIDEND OR OTHER DISTRIBUTION OF
SHARES OF SERIES B PREFERRED STOCK WHICH ARE CONVERTIBLE, AS OF THE DATE OF SUCH
EVENT, INTO SUCH NUMBER OF SHARES OF COMMON STOCK AS IS EQUAL TO THE NUMBER OF
ADDITIONAL SHARES OF COMMON STOCK BEING ISSUED WITH RESPECT TO EACH SHARE OF
COMMON STOCK IN SUCH DIVIDEND OR DISTRIBUTION.

4.4 ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. IN THE EVENT THE COMPANY
AT ANY TIME OR FROM TIME TO TIME AFTER THE INITIAL ISSUANCE DATE SHALL MAKE OR
ISSUE, OR FIX A RECORD DATE FOR THE DETERMINATION OF HOLDERS OF CAPITAL STOCK OF
THE COMPANY ENTITLED TO RECEIVE, A DIVIDEND OR OTHER DISTRIBUTION PAYABLE IN
SECURITIES OF THE COMPANY (OTHER THAN A DISTRIBUTION OF SHARES OF COMMON STOCK
IN RESPECT OF OUTSTANDING SHARES OF COMMON STOCK) OR IN OTHER PROPERTY, THEN AND
IN EACH SUCH EVENT THE HOLDERS OF SERIES B PREFERRED STOCK SHALL RECEIVE,
SIMULTANEOUSLY WITH THE DISTRIBUTION TO THE HOLDERS OF SUCH CAPITAL STOCK, A
DIVIDEND OR OTHER DISTRIBUTION OF SUCH SECURITIES OR OTHER PROPERTY IN AN AMOUNT
EQUAL TO THE AMOUNT OF SUCH SECURITIES OR OTHER PROPERTY AS THEY WOULD HAVE
RECEIVED IF ALL OUTSTANDING SHARES OF SERIES B PREFERRED STOCK HAD BEEN
CONVERTED INTO COMMON STOCK ON THE DATE OF SUCH EVENT.

4.5 ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. IF THERE SHALL OCCUR ANY
REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER
INVOLVING THE COMPANY IN WHICH THE COMMON STOCK (BUT NOT THE SERIES B PREFERRED
STOCK) IS CONVERTED INTO OR EXCHANGED FOR SECURITIES, CASH OR OTHER PROPERTY
(OTHER THAN A TRANSACTION COVERED BY SECTIONS 4.3 OR 4.4), THEN, FOLLOWING ANY
SUCH REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, CONSOLIDATION OR
MERGER, EACH SHARE OF SERIES B PREFERRED STOCK SHALL THEREAFTER BE CONVERTIBLE
IN LIEU OF THE COMMON STOCK INTO WHICH IT WAS CONVERTIBLE PRIOR TO SUCH EVENT
INTO THE KIND AND AMOUNT OF SECURITIES, CASH OR OTHER PROPERTY WHICH A HOLDER OF
THE NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE UPON CONVERSION OF
ONE SHARE OF SERIES B PREFERRED STOCK IMMEDIATELY PRIOR TO SUCH REORGANIZATION,
RECAPITALIZATION, RECLASSIFICATION, CONSOLIDATION OR MERGER WOULD HAVE BEEN
ENTITLED TO RECEIVE PURSUANT TO SUCH TRANSACTION; AND, IN SUCH CASE, APPROPRIATE
ADJUSTMENT (AS DETERMINED IN GOOD FAITH BY THE BOARD) SHALL BE MADE IN THE
APPLICATION OF THE PROVISIONS IN THIS SECTION 4 WITH RESPECT TO THE RIGHTS AND
INTERESTS THEREAFTER OF THE HOLDERS OF THE SERIES B PREFERRED STOCK, TO THE END
THAT THE PROVISIONS SET FORTH IN


                                       6




THIS SECTION 4 (INCLUDING PROVISIONS WITH RESPECT TO CHANGES IN AND OTHER
ADJUSTMENTS OF THE SERIES B CONVERSION PRICE) SHALL THEREAFTER BE APPLICABLE, AS
NEARLY AS REASONABLY MAY BE, IN RELATION TO ANY SECURITIES OR OTHER PROPERTY
THEREAFTER DELIVERABLE UPON THE CONVERSION OF THE SERIES B PREFERRED STOCK.

4.6 CERTIFICATE AS TO ADJUSTMENTS. UPON THE OCCURRENCE OF EACH ADJUSTMENT OR
READJUSTMENT OF THE SERIES B CONVERSION PRICE PURSUANT TO THIS SECTION 4, THE
COMPANY AT ITS EXPENSE SHALL, AS PROMPTLY AS REASONABLY PRACTICABLE BUT IN ANY
EVENT NOT LATER THAN 10 DAYS THEREAFTER, COMPUTE SUCH ADJUSTMENT OR READJUSTMENT
IN ACCORDANCE WITH THE TERMS HEREOF AND FURNISH TO EACH HOLDER OF SERIES B
PREFERRED STOCK A CERTIFICATE SETTING FORTH SUCH ADJUSTMENT OR READJUSTMENT
(INCLUDING THE KIND AND AMOUNT OF SECURITIES, CASH OR OTHER PROPERTY INTO WHICH
THE SERIES B PREFERRED STOCK IS CONVERTIBLE) AND SHOWING IN DETAIL THE FACTS
UPON WHICH SUCH ADJUSTMENT OR READJUSTMENT IS BASED. THE COMPANY SHALL, AS
PROMPTLY AS REASONABLY PRACTICABLE AFTER THE WRITTEN REQUEST AT ANY TIME OF ANY
HOLDER OF SERIES B PREFERRED STOCK (BUT IN ANY EVENT NOT LATER THAN 10 DAYS
THEREAFTER), FURNISH OR CAUSE TO BE FURNISHED TO SUCH HOLDER A CERTIFICATE
SETTING FORTH (I) THE SERIES B CONVERSION PRICE THEN IN EFFECT, AND (II) THE
NUMBER OF SHARES OF COMMON STOCK AND THE AMOUNT, IF ANY, OF OTHER SECURITIES,
CASH OR PROPERTY WHICH THEN WOULD BE RECEIVED UPON THE CONVERSION OF SERIES B
PREFERRED STOCK.

4.7 NOTICE OF RECORD DATE. IN THE EVENT:

(A) THE COMPANY SHALL TAKE A RECORD OF THE HOLDERS OF ITS COMMON STOCK (OR OTHER
STOCK OR SECURITIES AT THE TIME ISSUABLE UPON CONVERSION OF THE SERIES B
PREFERRED STOCK) FOR THE PURPOSE OF ENTITLING OR ENABLING THEM TO RECEIVE ANY
DIVIDEND OR OTHER DISTRIBUTION, OR TO RECEIVE ANY RIGHT TO SUBSCRIBE FOR OR
PURCHASE ANY SHARES OF STOCK OF ANY CLASS OR ANY OTHER SECURITIES, OR TO RECEIVE
ANY OTHER RIGHT; OR

(B) OF ANY CAPITAL REORGANIZATION OF THE COMPANY, ANY RECLASSIFICATION OF THE
COMMON STOCK OF THE COMPANY, OR ANY DEEMED LIQUIDATION EVENT; OR

(C) OF THE VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION OR WINDING-UP OF
THE COMPANY, THEN, AND IN EACH SUCH CASE, THE COMPANY WILL SEND OR CAUSE TO BE
SENT TO THE HOLDERS OF THE SERIES B PREFERRED STOCK A NOTICE SPECIFYING, AS THE
CASE MAY BE, (I) THE RECORD DATE FOR SUCH DIVIDEND, DISTRIBUTION OR RIGHT, AND
THE AMOUNT AND CHARACTER OF SUCH DIVIDEND, DISTRIBUTION OR RIGHT, OR (II) THE
EFFECTIVE DATE ON WHICH SUCH REORGANIZATION, RECLASSIFICATION, CONSOLIDATION,
MERGER, TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP IS PROPOSED TO TAKE
PLACE, AND THE TIME, IF ANY IS TO BE FIXED, AS OF WHICH THE HOLDERS OF RECORD OF
COMMON STOCK (OR SUCH OTHER STOCK OR SECURITIES AT THE TIME ISSUABLE UPON THE
CONVERSION OF THE SERIES B PREFERRED STOCK) SHALL BE ENTITLED TO EXCHANGE THEIR
SHARES OF COMMON STOCK (OR SUCH OTHER STOCK OR SECURITIES) FOR SECURITIES OR
OTHER PROPERTY DELIVERABLE UPON SUCH REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, MERGER, TRANSFER, DISSOLUTION, LIQUIDATION OR WINDING-UP, AND THE
AMOUNT PER SHARE AND CHARACTER OF SUCH EXCHANGE APPLICABLE TO THE SERIES B
PREFERRED STOCK AND THE COMMON STOCK. SUCH NOTICE SHALL BE SENT AT LEAST 10 DAYS
PRIOR TO THE RECORD DATE OR EFFECTIVE DATE FOR THE EVENT SPECIFIED IN SUCH
NOTICE. ANY NOTICE REQUIRED BY THE PROVISIONS HEREOF TO BE GIVEN TO A HOLDER OF
SHARES OF PREFERRED STOCK SHALL BE DEEMED SENT TO SUCH HOLDER IF DEPOSITED IN
THE UNITED STATES MAIL, POSTAGE PREPAID, AND ADDRESSED TO SUCH HOLDER AT HIS,
HER OR ITS ADDRESS APPEARING ON THE BOOKS OF THE COMPANY.

4.8 Fractional Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the conversion of any shares of Series B Preferred
Stock. Any fractional interest in a share of Common Stock resulting from
conversion of one or more shares of Series B Preferred Stock shall be paid in
cash (computed to the nearest cent) equal to such fraction equal to the fair
market value of a share of Common Stock as of the date of such conversion, as
reasonably determined by the Company.

4.9 Reserved Common Stock. The Company will at all times when any shares of
Series B Preferred Stock are outstanding, reserve and keep available out of its
authorized but unissued stock, such number of shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of Series B Preferred Stock


                                       7




4.10 Provisional Conversion at the Option of the Corporation.

(a) The Company may, at its option, cause the conversion of all, but not less
than all, of the shares of the Series B Preferred Stock then outstanding into
such number of fully paid and nonassessable shares of Common Stock, per share of
Series B Preferred Stock so converted, as is determined by dividing the Original
Issue Price by the Series B Conversion Price in effect at the time of
conversion, if (x) the Closing Price (as defined below) of the Common Stock has
exceeded 400% of the then effective Series B Conversion Price for at least 20
Trading Days (as defined below) within a period of 30 consecutive Trading Days
ending on the Trading Day prior to the date on which the Company notifies the
holders of the Series B Preferred Stock (pursuant to Section 4.10(b) below) that
it is exercising its option to cause the conversion of the Series B Preferred
Stock pursuant to this Section 4.10 (the "Provisional Conversion Notice Date")
and (y) the actual average daily trading volume of the Common Stock, on the
Over-The-Counter Bulletin Board or any other stock quotation system or exchange
upon which the Common Stock is listed, during the 30 consecutive Trading Day
period referred to in clause (x) above is at least 100,000 shares of Common
Stock (subject to adjustment from time to time as a result of a stock split,
stock combination or any other similar event affecting the outstanding number of
shares of Common Stock).

(b) In order for the Company to exercise its rights to cause the conversion of
all of the Series B Preferred Stock pursuant to this Section 4.10, a written
notice (the "Provisional Conversion Notice") shall be sent by or on behalf of
the Company, by first class mail, postage prepaid, to the holders of record of
the Series B Preferred Stock as they appear on the stock register of the Company
on the Provisional Conversion Notice Date notifying such holders of the election
of the Company to cause the conversion of all of the Series B Preferred Stock
and of the Provisional Conversion Date (as defined below), which date shall not
be less than 5 days nor be more than 10 days after the Provisional Conversion
Notice Date.

(c) If a Provisional Conversion Notice shall have been given as hereinbefore
provided, then each holder of the Series B Preferred Stock shall be entitled to
all preferences and relative, participating, optional and other special rights
accorded by this certificate until and including the Provisional Conversion
Date. From and after the Provisional Conversion Date, upon delivery by the
Company of the Common Stock issuable upon conversion of the Series B Preferred
Stock, together with payment in full of all accrued and unpaid dividends thereon
as provided in Section 2(b), the Series B Preferred Stock shall no longer be
deemed to be outstanding, and all rights of the holders of such Series B
Preferred Stock (in their capacity as holders of Series B Preferred Stock) shall
cease and terminate.

(d) For purpose of this Section 4.10, following definitions shall apply:

(i) "Closing Price" means, on any date of determination, the closing price (or,
if no closing price is reported, the last reported sale price) per share
reported by the Over-The-Counter Bulletin Board or any other stock quotation
system or exchange upon which the Common Stock is listed.

(ii) "Provisional Conversion Date" means the date fixed for conversion of shares
of Series B Preferred Stock pursuant to this Section 4.10.

(iii) "Trading Day" means a day on which the Common Stock (i) is not suspended
from trading on the Over-The-Counter Bulletin Board or any other stock quotation
system or exchange upon which the Common Stock is listed and (ii) has traded at
least once on the Over-The-Counter Bulletin Board or any other stock quotation
system or exchange upon which the Common Stock is listed.

5. Reacquired Shares. Any shares of Series B Preferred Stock converted,
exchanged, redeemed, purchased or otherwise acquired by the Company in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares of Series B Preferred Stock shall upon their
cancellation become authorized but unissued shares of the Company's preferred
stock, par value $0.0001 per share, and, upon the filing of an appropriate
Certificate of Designation with the Secretary of State of the State of Delaware,
may be reissued as part of another class or series of the Company's preferred
stock, par value $0.0001 per share, including, without limitation, Series B
Preferred Stock, all subject to the conditions or restrictions on issuance set
forth herein.


                                       8




6. Voting Rights.

     (a) Each share of Series B Preferred Stock shall entitle the holder thereof
to vote, in person, by proxy or at a special or annual meeting of the
stockholders of the Company, on all matters voted on by holders of Common Stock,
voting together as a single class with the holders of the Common Stock and all
other shares entitled to vote thereon as a single class with the Common Stock.
With respect to any such matters as to which holders of the Series B Preferred
Stock shall be entitled to vote, each issued and outstanding share of Series B
Preferred Stock shall entitle the holder thereof to cast that number of votes
per share as is equal to the number of shares of Common Stock issuable upon
conversion thereof.

     (b) The Company shall not, without the prior affirmative vote or written
consent of the Requisite Preferred Majority (as defined below):

(i) adversely alter or change, or engage in any action that would result in any
adverse alteration of or change to, the rights, preferences or privileges of the
Series A Preferred Stock or the Series B Preferred Stock;


(ii) increase the authorized number of shares of the Series A Preferred Stock or
the Series B Preferred Stock;

(iii) create, authorize, sell or issue any new class or series of the Company's
capital stock or any bonds, notes or other obligations convertible into,
exchangeable for or having option rights to purchase shares of such new class or
series or reclassify any class or series of the Company's capital stock;


(iv) increase the authorized number of members of the Board;

(v) amend or repeal any provision of, or add any provision to, the Company's
certificate of incorporation, certificates of designations or bylaws (in any
such case, whether by merger, consolidation or otherwise) in a manner that
adversely affects the rights of the Series A Preferred Stock, the Series B
Preferred Stock or the holders thereof;

(vi) pay or set aside funds for the payment of any dividends or make any
distributions on any of the Company's capital stock (other than the Series A
Preferred Stock or the Series B Preferred Stock);

(vii) engage, or permit any of its subsidiaries to engage, in any transaction
with an affiliate of the Company or any of its subsidiaries, or an affiliate of
any such person;

(viii) make, or permit any of its subsidiaries to make, any material change,
directly or indirectly, in the nature of the Company's or such subsidiary's
business;

(ix) incur or become liable for, or permit any of its subsidiaries to incur or
become liable for, through guarantees or otherwise, directly or indirectly, any
indebtedness in excess of $5 million in the aggregate at any one time
outstanding (calculated on a consolidated basis for the Company and its
subsidiaries);

(x) for so long as the outstanding shares of Series A Preferred Stock and Series
B Preferred Stock shall collectively represent 5% of the outstanding shares of
capital stock of the Company or any successor entity thereto (calculated on a
fully diluted basis), engage, or permit any of its subsidiaries to engage, in
any merger, consolidation, acquisition, recapitalization, joint venture or
partnership;

(xi) directly or indirectly dispose of all of the equity interests in any of its
direct or indirect subsidiaries or directly or indirectly dispose of all or
substantially all of the assets of the Company or any of its direct or indirect
subsidiaries;

(xii) authorize, approve or implement any employee option plan or similar
employee equity program (it being understood that (x) the Company contemplates
authorizing a 2005 Management Stock Option Plan providing for the issuance of
options for up to 4,211,799 shares of Common Stock and (y) the Requisite
Preferred Majority shall have the right to approve the form and substance of
such 2005 Management Stock Option Plan pursuant to this clause (xii));

(xiii) permit any of its subsidiaries to issue any of its capital stock or other
equity securities to any person or entity other than the Company or any of the
Company's wholly-owned subsidiaries or otherwise engage in any transaction, or
permit any of its subsidiaries to engage in any transaction, which results in
the Company ceasing to directly or indirectly own 100% of the issued and
outstanding capital stock and other equity securities of Aduromed Corporation or
any other direct or indirect subsidiary of the Company; or

(xiv) enter into, or permit any of its subsidiaries to enter into, any contract
or other agreement to consummate any of the foregoing.


                                       9




         (c) For the purposes hereof, the term "Requisite Preferred Majority"
shall mean the holders of more than 50% of the outstanding shares of Series A
Preferred Stock and Series B Preferred Stock, voting together as a single class
on an as-converted basis.

7. No Impairment. The Company will not, through any reorganization, transfer of
assets, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company but will at all times in
good faith assist in the carrying out of all the provisions hereunder and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights and liquidation preferences granted hereunder of the
holders of the Series B Preferred Stock against impairment.

     The Company has caused this Certificate of Designations to be signed as of
this 23rd day of January, 2006.

                                            GENERAL DEVICES, INC.


                                            By: /s/ Kevin Halter, Jr.
                                                -------------------------
                                            Name:  Kevin Halter, Jr.
                                            Title: Chief Financial Officer




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