AMENDMENT NO. 3 TO CERTIFICATE OF DESIGNATIONS, PREFERENCES,
                     AND RELATIVE RIGHTS, QUALIFICATIONS AND
          RESTRICTIONS OF THE SERIES A 14% CONVERTIBLE PREFERRED STOCK
                    OF ULTIMATE SECURITY SYSTEMS CORPORATION
                                 --------------

                        Pursuant to Section 78.195 of the
                 General Corporation Law of the State of Nevada
                                  -------------

         Ultimate Security Systems Corporation, a corporation organized and
existing pursuant to, and by virtue of, the provisions of the General
Corporation Law of the State of Nevada ("Corporation"), certifies as
follows:

         The undersigned hereby certify that:

         1. They are the duly elected and acting President and Secretary,
respectively, of the Corporation.

         2. WHEREAS, the Articles of Incorporation of the Corporation, as
amended, authorizes the issuance of 15,000,000 shares of preferred stock,
par
value $.01 per share ("Preferred Shares") and, additionally, authorizes the
issuance of Preferred Stock from time to time in one or more series as may
from
time to time be determined by the Board of Directors of the Corporation,
each of
those series to be distinctly designated, and on such terms and for such
consideration as shall be determined by the Board of Directors of the
Corporation, and, additionally, grants to the Board of Directors of the
Corporation the authority to determine by resolution or resolutions adopted
prior to the issuance of any shares of a particular series of Preferred
Stock,
the voting powers, if any, and the designations, privileges, powers,
preferences
and rights of the shares of each such series and the qualifications,
limitations
and restrictions thereof; and

         3. WHEREAS, the Board of Directors of the Corporation, pursuant to
action taken by written consent in lieu of a meeting of that Board of
Directors,
has duly adopted the following resolutions authorizing the creation of and
issuance of a series of that Preferred Stock to be known as Series A
14%Convertible Preferred Stock;

         4. WHEREAS, pursuant to the provisions of the Nevada Revised
Statutes,
a majority of the stockholders holding issued and outstanding shares of the
stock of the corporation entitled to vote gave their written consent to the
adoption of the Amendment to the Certificate of Designations, Preferences
and
Relative Rights, Qualifications and Restrictions of the Series A 14%
Convertible
Preferred Stock;



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         NOW, THEREFORE, IT IS:

         RESOLVED, the Board of Directors of the Corporation hereby
determines
and fixes the number, designations, preferences, privileges, rights and
limitations of that series of the Preferred Shares on the terms and with the
provisions herein specified:

         1. Designation. A series of Preferred Stock of the Corporation is
hereby designated "Series A 14% Convertible Preferred Stock" ("Series A
Preferred Stock"), consisting of 10,000,000 shares.

         2. Priority. Shares of the Series A Preferred Stock shall rank
prior to
the Corporation's Common Stock, $.01 par value per share ("Common Stock"),
with
respect to the payment of dividends and upon liquidation. Other classes of
preferred stock shall be subordinated to and shall rank junior to the Series
A
Preferred Stock with respect thereto; provided, however, that holders of
Series
A Preferred Stock, by vote or written consent of the holders of sixty-six
and
two-thirds percent (66 2/3%) or more of the then outstanding Series A
Preferred
Stock, may elect from time to time to allow other series or classes of
preferred
stock to rank senior to the Series A Preferred Stock with respect to
dividends,
assets or liquidation. The Corporation may create additional classes of
capital
stock, increase the authorized number of shares of preferred stock or issue
series of preferred stock which rank on a parity with the Series A Preferred
Stock with respect, in each case, to the payment of dividends and amounts
upon
liquidation, dissolution or winding up of the Corporation ("Parity Stock")
without the consent of any holder of Series A Preferred Stock.

         3. Dividends.

         (a) Dividend rates on the shares of Series A Preferred Stock shall
be
at an annual rate of fourteen percent (14%) annually. Dividends shall be
cumulative (but not compounded) and accrue annually from the date of
original
issue of the Series A Preferred Stock and shall be payable, if, when, and as
declared by the Board of Directors of the Corporation. Each dividend shall
be
paid to the holders of record of the Series A Preferred Stock as they shall
appear on the stock register of the Corporation on such record date, not
exceeding sixty (60) days nor less than ten (10) days preceding the payment
date
thereof, as shall be fixed by the Board of Directors of the Corporation or a
duly authorized committee thereof. If declared, dividends shall be payable
in
cash.


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         (b) No dividends shall be payable on any shares of any class of the
Corporation's capital stock ranking junior and subordinate to the Series A
Preferred Stock as to the payment of dividends, unless all accrued dividends
on
the Series A Preferred Stock to the record date of the proposed dividends on
the
junior and subordinate class shall have been paid or have been declared and
an
amount sufficient for the payment of those dividends reserved.

         (c) Upon any conversion of any shares of Series A Preferred Stock,
as
described in Section 6 hereof, the holders thereof shall be entitled to
receive
in cash any accumulated, accrued or unpaid dividends in respect of such
shares
of the Series A Preferred Stock.

         4. Liquidation Preference.

         (a) In the event of any liquidation, dissolution or winding up of
the
affairs of the Corporation, whether voluntary or involuntary, after payment
or
provision for payment of the debts and other liabilities of the Corporation,
the
holders of shares of the Series A Preferred Stock shall be entitled to
receive,
out of the assets of the Corporation, whether such assets are capital or
surplus
and whether or not any dividends as such are declared, $2.00 per share plus
an
amount equal to all accrued and unpaid dividends thereon to the date fixed
for
distribution, and no more, before any distribution shall be made to the
holders
of the Common Stock or any other class of shares or series thereof ranking
junior and subordinate to the Series A Preferred Stock with respect to the
distribution of assets.

         (b) For purposes of this Section 4, a merger or consolidation of
the
Corporation with or into any other corporation or corporations, or the
merger of
any other corporation or corporations with or into the Corporation, or the
sale
of all or substantially all of the assets of the Corporation, or any other
corporate reorganization, in which consolidation, merger, sale of assets or
reorganization the stockholders of the Corporation receive distributions in
cash
or securities of another corporation or corporations as a result of such
consolidation, merger, sale of assets or reorganization, shall be treated as
a
liquidation, dissolution or winding up of the Corporation, unless the
stockholders of the Corporation hold more than fifty percent (50%) of the
voting
equity securities of the successor or surviving corporation immediately
following such consolidation, merger, sale of assets or reorganization, in
which
case such consolidation, merger, sale of assets or reorganization shall not
be
treated as a liquidation, dissolution, or winding up within the meaning of
this
Section 4.

         (c) Written notice of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, specifying a
payment date and the place where the distributive amounts shall be payable,
shall be given by mail, postage prepaid, not less than thirty (30) days
prior to
the payment date elected therein, to the holders of record of the Series A
Preferred Stock at their respective addresses as the same shall appear on
the
books of the Corporation.


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         (d) No payment on account of such liquidation, dissolution or
winding
up of the affairs of the Corporation shall be made to the holders of any
class
or series of capital stock ranking on a parity with the Series A Preferred
Stock
in respect of the distribution of assets, unless there shall also be paid at
the
same time to the holders of the Series A Preferred Stock similar
proportionate
distributive amounts, ratably, in proportion to the fully distributive
amounts
to which they and the holders of such parity stock are respectively entitled
with respect to such preferential distribution.

         5. Voting Rights. Except as specified in Sections 2 and 8 hereof,
the
holders of Series A Preferred stock shall not have any voting powers, either
general or special.

         6. Redemption and Conversion. The Corporation will have the right
to
redeem the Series A Preferred Stock at any time within three years from the
date
of purchase for cash at a redemption price of $2.00 per Series A Preferred
Share, plus an amount equal to accumulated, accrued and unpaid dividends. In
the
event the Corporation redeems any Series A Preferred Shares, the warrants
appurtenant to those shares shall be immediately cancelled. The Corporation
will
be required to redeem any outstanding Series A Preferred Shares on a date
three
years from the date of purchase at a redemption price of $2.00 per share
unless
the Corporation's Common Stock is quoted on the Over-The-Counter Bulletin
Board
or a similar electronic quotation system or stock exchange, in which event
the
Corporation may, at its sole discretion, convert each outstanding share of
Series A Preferred Stock into two (2) shares of the Corporation's $.01 par
value
Common Stock.

         If the outstanding shares of Common Stock are subdivided (by stock
split, stock dividend or otherwise), into a greater number of shares of
Common
Stock, the number of shares of Common Stock into which each share of Series
A
Preferred Stock may be converted, shall, concurrently with the effectiveness
of
such subdivision, be proportionately increased. In the event the outstanding
shares of Common Stock shall be combined or consolidated, by
reclassification or
otherwise, into a lesser number of shares of Common Stock, the number of
shares
of Common Stock which each share of Series A Preferred Stock may be
converted
into shall, concurrently with the effectiveness of such combination or
consolidation, be proportionately decreased.

         Except as provided in Section 4, upon any liquidation, dissolution
or
winding up of the Corporation, if the Common Stock issuable upon conversion
of
the Series A Preferred Stock is changed into the same or a different number
of
shares of any other class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or
combination of shares provided for above), the number of shares of Common
Stock


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into which each share of Series A Preferred Stock may be converted shall,
concurrently with the effectiveness of such reorganization or
reclassification,
be proportionately adjusted such that the Series A Preferred Stock shall be
convertible into, in lieu of the number of shares of Common Stock which the
holders would otherwise have been entitled to receive, a number of shares of
such other class or classes of stock equivalent to the number of shares of
Common Stock that would have been subject to receipt by the holders upon
conversion of the Series A Preferred Stock immediately before the change.

         If at any time or from time to time there is a capital
reorganization
of the Common Stock (other than subdivision, combination, consolidation,
reclassification, substitution, or exchange of shares provided for elsewhere
in
this Section 6), or a merger or consolidation of the Corporation with or
into
another corporation, or the sale of all or substantially all of the
Corporation's properties and assets to any other person, then, as part of
such
reorganization, merger, consolidation, or sale, provision shall be made so
that
the holders of Series A Preferred Stock shall thereafter be entitled to
receive
upon conversion of the Series A Preferred Stock, the number of shares of
stock
or other securities or property of the Corporation, or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled
on
such capital reorganization, merger, consolidation, or sale. In any such
case,
appropriate adjustment shall be made in the application of the provisions of
this Section 6 with respect to the rights of the holders of the Series A
Preferred Stock after the reorganization, merger, consolidation, or sale to
the
end that the provisions of this Section 6 shall be applicable after that
event
as nearly equivalent as may be practicable.

         7. Status of Converted Stock. If any shares of Series A Preferred
Stock
are repurchased or converted pursuant to Section 6, the shares so
repurchased or
converted shall be retired and shall thereafter have the status of
authorized
and unissued shares of Preferred Shares which may be reissued by the
Corporation
at any time as shares of any series of Preferred Shares.

         8. Restrictions and Limitations

         (a) At such time as any shares of Series A Preferred Stock remain
outstanding, the Corporation shall not, without the vote or written consent
of
the holders of at least sixty-six and two-thirds percent (66 2/3 %) of the
then
outstanding shares of Series A Preferred Stock:


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                  (i) Redeem, purchase or otherwise acquire for value, any
share
or shares of Series A Preferred Stock, otherwise than by conversion in
accordance with Section 6;

                  (ii) Redeem, purchase or otherwise acquire any of the
Common
Stock; provided, however, that this restriction shall not apply to the
repurchase of shares of Common Stock from employees, officers, directors,
consultants or other person performing services for the Corporation or any
subsidiary of the Corporation pursuant to agreements pursuant to which the
Corporation has the option to repurchase such shares at cost upon the
occurrence
of certain events, such as the termination of employment.

                  (iii) Authorize or issue, or obligate itself to issue, any
other equity security (including any security convertible into or
exercisable
for any equity security) senior to the Series A Preferred Stock as to
dividend
or conversion rights and liquidation preferences;

                  (iv) Effect any sale, lease, assignment, transfer, or
other
conveyance of all or substantially all of the assets of the Corporation or
any
of its subsidiaries, or any consolidation or merger involving the
Corporation or
any of its subsidiaries, or any reclassification or other change of any
stock,
or any recapitalization of the Corporation; or

                  (v) Increase or decrease (other than by  conversion) the
total
number of authorized shares of Series A Preferred Stock.

         (b) The Corporation shall not amend its Articles of Incorporation
without the approval, by vote or written consent, by the holders of
sixty-six
and two-thirds percent (66 2/3%) of the Series A Preferred Stock, if such
amendment would amend, modify, annul, supersede, or otherwise change any of
the
rights, preferences, privileges of, or limitations provided for herein for
the
benefit of any shares of the Series A Preferred Stock. Without limiting the
generality of the preceding sentence, the Corporation will not amend its
Articles of Incorporation without the approval by the holders of sixty-six
and
two-thirds percent (66 2/3%) of the Series A Preferred Stock, if such
amendment
would:

                  (i) Reduce the dividend rate on the Series A Preferred
Stock
provided for herein, or make such dividends noncumulative, or defer the date
from which dividends will accrue, or cancel accrued and unpaid dividends, or
change the relative seniority rights of the holders of the Series A
Preferred
Stock as to the payment of dividends in relation to the holders of any other
capital stock of the Corporation;

                  (ii) Reduce the amount payable to the holders of the
Series A
Preferred Stock upon the voluntary or involuntary liquidation, dissolution,
or
winding up the Corporation, or change the relative seniority of the
liquidation
preferences of the holders of the Series A Preferred Stock to the rights
upon
liquidation of the holders of any other capital stock of the Corporation; or


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                  (iii) Cancel or modify the conversion rights of the Series
A
Preferred Stock provided for in Section 6.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 3
to
Certificate of Designations, Preferences and Relative Rights, Qualifications
and
Restrictions of the Series A Preferred Stock to be duly executed by its
Chief
Executive Officer and President and attested to by its Secretary and has
caused
its corporate seal to be affixed hereto, this ________day of November, 2002.


(Corporate Seal)



                                             -----------------------------
                                             Chief Executive Officer


ATTEST:
       ----------------------------------
        Secretary


         The undersigned President and Secretary, respectively, of Ultimate
Security Systems Corporation, a Nevada corporation, each declares under
penalty
of perjury under the laws of the State of California that the matters set
out in
the foregoing Certificate are true of his or her own knowledge.

         Executed at _________________, California on November ______, 2002.




                                         -----------------------------
                                         Chief Executive Officer


                                         -----------------------------
                                         Secretary



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