GENERAL DEVICES, INC.
CERTIFICATE OF DESIGNATIONS OF SERIES A 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 A Preferred Stock.
The number of shares initially constituting the Series A Preferred Stock shall
be 6,263,702 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 A Preferred Stock.

(b) The Series A 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 A 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 A
Preferred Stock ("Parity Stock"), including, but not limited to, the Company's
Series B Preferred Stock (the "Series B 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 A
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 A 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
A 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 A 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 A Preferred Stock into Common Stock
pursuant to Section 4, the holder of such Series A 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 A Conversion Price.

(c) In no event may any dividends be paid on the Series A 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 A 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 A 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 A 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 A Preferred Stock shall be entitled to receive out of the
Company's assets, for each share of Series A 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 A 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 A Preferred
Stock and all other Parity Stock in proportion to the total amounts to which the
holders of all shares of Series A 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
A 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
A 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 A
Preferred Stock pursuant to this Section 3, such holder shall not be entitled to

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