<DOCUMENT>
<TYPE>EX-3.7
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>CERTIFICATE OF DESIGNATION
<TEXT>
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                           CERTIFICATE OF DESIGNATIONS
                                       OF

                          CERTIFICATE OF INCORPORATION
                                       OF

                            MILESTONE SCIENTIFIC INC.


         Milestone Scientific Inc., a Delaware corporation (the "Corporation"),
acting pursuant to Section 151 of the Delaware General Corporation Law, hereby
submits the following Certificate of Designation of Series and Determination of
Rights and Preferences of its Series A Preferred Stock.

         FIRST:  The name of the Corporation is Milestone Scientific Inc.

         SECOND: This Certificate of Designations shall be effective as of
January 15, 2004.

         THIRD: WHEREAS, the Certificate of Incorporation of the Corporation
authorizes the issuance of Preferred Stock consisting of 5,000,000 shares, par
value $.001 per share, issuable from time to time in one or more series; and

                WHEREAS, the Board of Directors of the Corporation is
authorized, subject to limitations prescribed by law and by the provisions of
Article FOURTH of the Corporation's amended Certificate of Incorporation to
determine the powers, preferences and rights, and qualifications, limitations or
restrictions, granted to or imposed upon any wholly unissued series of
undesignated Preferred Stock, and to fix the number of shares constituting any
series and the designation of such series, without any further vote or action by
the stockholders; and

                WHEREAS, it is the desire of the Board of Directors to establish
and fix the number of shares to be included in a new series of Preferred Stock
and the designations, rights, preferences and limitations of the shares of such
new series; and

                WHEREAS, by a vote of the Board of Directors of the Corporation
at a meeting on October 8, 2003, the following resolutions were duly adopted:

                RESOLVED, that the Corporation shall issue 8% Series A Preferred
          Stock to Mr. Richard Hayden, in satisfaction of $25,365 of principal
          and accrued interest under his 6%/12% Senior Secured Promissory Note,
          which may be convertible into common stock, at his option, at the
          average closing price of the Corporation's common stock during all the
          trading days beginning September 30 and ending October 29, under terms
          included in the board's resolutions dated September 22, 3003.

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                RESOLVED, that the Corporation shall file a Certificate of
          Designations with the Secretary of State, designating the
          above-mentioned terms to the Series A Preferred Stock and that the
          officers of this Corporation, at the time in office, are, and each of
          them acting singly is, hereby authorized and directed, in the name and
          on behalf of the Corporation, to take any and all action, pay all
          required fees and execute such instruments or other documents which
          they may deem necessary or desirable to file such Certificate of
          Designations.

                NOW, THEREFORE, BE IT RESOLVED that pursuant to Article FOURTH
of the Corporation's Amended Certificate of Incorporation, there is hereby
designated a new Series A Preferred Stock of the Corporation, par value $.001
per share, to have the designations, rights, preferences, powers, restrictions
and limitations set forth in a supplement to Article FOURTH of the Corporation's
Certificate of Incorporation as follows:


                      SERIES A CONVERTIBLE PREFERRED STOCK

1.   Designations, Par Value and Number. 25,356 shares of authorized Series A
     Preferred Stock of the Corporation are hereby designated as Series A
     Preferred Stock ("Series A Preferred", having a par value of $0.001 per
     share. In accordance with the terms hereof, each share of Series A
     Preferred shall have the same relative rights as and be identical in all
     respects with each other share of Series A Preferred.

2.   Dividends.

     (a)  Dividends on each issued and outstanding share of the Series A
          Preferred shall accrue on a daily basis at a rate of 8% per annum on
          the amount of the Series A Liquidation Preference (defined below) from
          and including November 1, 2003 until and including the first to occur
          of (i) the date on which the Series A Liquidation Preference of such
          share is paid to the holder thereof in connection with a Liquidation
          Event or (ii) the date on which such share of Series A Preferred is
          converted into shares of Common Stock hereunder. Such dividends shall
          accrue whether or not they have been declared and whether or not there
          are profits, surplus or other funds of the Corporation legally
          available for the payment of dividends and shall be payable, at the
          option of the Corporation, either in cash or common stock. Dividends
          shall be payable on January 10 of each year.

     (b)  Participation in Dividends on Common Stock. In the event that the
          Corporation declares or pays a dividend or makes any distribution on
          its Common Stock, the holders of the outstanding shares of Series A
          Preferred shall be entitled to receive such dividend under the same
          terms and amounts as though the Series A Preferred had already been
          converted to Common Stock.

                                       -2-

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3.   Voting Rights.

     The holders of the Series A Preferred shall be entitled to notice of all
     stockholders meetings in accordance with the Bylaws and, except as
     otherwise provided herein or required by applicable law, the holders of the
     Series A Preferred shall be entitled to vote on all matters submitted to
     the stockholders for a vote, voting as a single class with the Common and
     other securities that vote with the Common, with the holders of Series A
     Preferred entitled to one vote for each share of Series A Preferred held as
     of the record date for such vote or, if no record date is specified, as of
     the date of such vote.

4.   Liquidation, Dissolution, etc.

     Liquidation Event. Upon any liquidation (whether in connection with a sale
     of all or substantially all of the assets of the Corporation or otherwise),
     dissolution or winding up of the Corporation (whether voluntary or
     involuntary) (a "Liquidation Event"):

     (a)  Each holder of Series A Preferred shares shall be entitled to receive,
          prior and in preference to any distribution or payment made to holders
          of common stock an amount of $1.00 (the "Liquidation Preference") per
          each Series A Preferred share held by such holder, in cash, plus all
          accrued and unpaid dividends on such shares of Series A Preferred.

     (b)  After payment to the holders of the Series A Preferred of the amounts
          set forth in Section 4(a), an amount of $1.00 per each share of Common
          Stock will be paid to the holders of the Common Stock and then, the
          entire remaining assets and funds of the Corporation or merger
          consideration legally available for distribution, if any, shall be
          distributed pro rata among the shares of Common Stock and the shares
          of Series A Preferred as if those had been converted into Common
          Stock.

5.   Conversion.

     (a)  Each share of Series A Preferred shall be convertible into 0.5192 of
          Common Stock, subject to adjustments for such stock splits, including
          reverse stock splits, stock dividends and other capital changes
          occurring after January 1, 2004, at any time and from time to time,
          beginning six months after the closing of a public offering for which
          a registration statement was filed with the SEC on November 10, 2003
          or, if such registration statement is withdrawn, then upon its
          withdrawal.

     (b)  If not converted earlier, all shares of Series A Preferred shall
          automatically convert into 0.5192 of Common Stock (the "Conversion
          Ratio"), subject to adjustments for such stock splits, including
          reverse stock splits, stock dividends and other capital changes
          occurring after January 1, 2004, on November 1, 2005.

     (c)  Each conversion of Series A Preferred shall be deemed to have been
          effected as of the close of business on the date on which the
          certificate or certificates representing the Series A Preferred to be
          converted have been surrendered for conversion at the principal office
          of the Corporation (any such date being referred to as a "Conversion
          Date"). At the time any such conversion has been effected, the rights
          of the holder of the shares of

                                      -3-

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          Series A Preferred converted as a holder of Series A Preferred shall
          cease and the person or persons in whose name or names any certificate
          or certificates for shares of Common Stock are to be issued upon such
          conversion shall be deemed to have become the holder or holders of
          record of the shares of Common Stock represented thereby.

          (i)   As soon as possible after a conversion has been effected, the
                Corporation shall, or (if applicable) use its best efforts to
                cause its transfer agent to, deliver to the converting holder:

                (1)  certificates representing the number of shares of Common
                     Stock issuable by reason of such conversion in such name or
                     names and such denomination or denominations as the
                     converting holder has specified; and

                (2)  a certificate representing any shares of Series A Preferred
                     which were represented by the certificate or certificates
                     delivered to the Corporation in connection with such
                     conversion but which were not converted.

          (ii)  The issuance of certificates for shares of Common Stock, upon
                conversion of Series A Preferred, shall be made without charge
                to the holders of such Series A Preferred or Common Stock and
                any issuance tax in respect thereof or other cost in connection
                with such conversion and the related issuance of shares of
                Common Stock shall be incurred by the Corporation in connection
                with such conversion and the related issuance of shares of
                Common Stock. Upon conversion of each share of Series A
                Preferred, the Corporation shall take all such actions as are
                necessary in order to insure that the Common Stock issuable with
                respect to such conversion shall be validly issued, fully paid
                and nonassessable, free and clear of all taxes, liens, charges
                and encumbrances with respect to the issuance thereof.

          (iii) If any fractional interest in a share of Common would, except
                for the provisions of this subparagraph, be delivered upon any
                conversion of the Series A Preferred, the Corporation, in lieu
                of delivering the fractional share therefor, may pay an amount
                to the holder thereof equal to the market price of such
                fractional interest as of the date of conversion. The
                determination as to whether or not to make any cash payment in
                lieu of the issuance of fractional shares shall be based upon
                the total number of shares of Series A Preferred being converted
                at any one time by the holder thereof, not upon each share of
                Series A Preferred being converted.

          (d)   Effect of Certain Events on Conversion Ratio.

          (i)  Subdivisions or Combinations of Common. If the Corporation at any
          time beginning January 1, 2004, subdivides (by any stock split, stock
          dividend, recapitalization or otherwise) its outstanding shares of
          Common Stock into a greater number of shares, the Series A Conversion
          Ratio prior to such subdivision shall be increased proportionately,
          and if the Corporation at any time beginning January 1, 2004, combines
          (by reverse stock split or otherwise) one or more classes of its
          outstanding shares of Common into a smaller number of shares, the
          Series A Conversion Ratio in effect immediately prior to such
          combination shall be reduced proportionately.

                                      -4-

<PAGE>

         (ii) Recapitalization, Reorganization, Reclassification, Consolidation,
         Merger or Sale. Any recapitalization, reorganization, reclassification,
         consolidation, merger, sale of all or substantially all of the
         Corporation's assets or other transaction, in each case which is
         effected in such a manner that the holders of Common Stock are entitled
         to receive (either directly or upon subsequent liquidation) stock,
         securities or assets with respect to or in exchange for Common Stock,
         and which does not otherwise qualify as a Liquidation Event, is
         referred to herein as an "Organic Change." Prior to the consummation of
         any Organic Change, the Corporation shall make appropriate provisions
         (in form and substance reasonably satisfactory to the holders of a
         majority of the Series A Preferred then outstanding) to insure that
         each of the holders of Series A Preferred shall thereafter have the
         right to acquire and receive, in lieu of or in addition to (as the case
         may be) the shares of Common Stock immediately theretofore acquirable
         and receivable upon the conversion of such holder's Series A Preferred,
         such shares of stock, securities or assets as such holder would have
         received in connection with such Organic Change if such holder had
         converted its Series A Preferred immediately prior to such Organic
         Change.

     (e) Notices.

         (i) Immediately upon any adjustment of the Series A Conversion Ratio,
         the Corporation shall give written notice thereof to all holders of
         Series A Preferred, setting forth in reasonable detail and certifying
         the calculation of such adjustment.

         (ii) The Corporation shall give written notice to all holders of Series
         A Preferred at least ten (10) days prior to the date on which the
         Corporation closes its books or takes a record (A) with respect to any
         dividend or distribution upon Common, (B) with respect to any pro rata
         subscription offer to holders of Common or (C) for determining rights
         to vote with respect to any Liquidation Event, Organic Change,
         dissolution or liquidation.

         (iii)The Corporation shall also give written notice to the holders of
         Series A Preferred at least ten (10) days prior to the date on which
         any Organic Change or Liquidation Event shall take place.

6.   General.

     (a) Upon receipt of evidence reasonably satisfactory to the Corporation (an
         affidavit of the registered holder shall be satisfactory) of the
         ownership and the loss, theft, destruction or mutilation of any
         certificate evidencing shares of Common Stock or Series A Preferred,
         and in the case of any such loss, theft or destruction, upon receipt of
         indemnity reasonably satisfactory to the Corporation (provided that if
         the holder is a financial institution or other institutional investor
         its own agreement shall be satisfactory), or, in the case of any such
         mutilation upon surrender of such certificate, the Corporation shall
         (at its expense) execute and deliver in lieu of such certificate a new
         certificate of like kind representing the number of shares of such
         class represented by such lost, stolen, destroyed or mutilated
         certificate and dated the date of such lost, stolen, destroyed or
         mutilated certificate, and dividends shall accrue on the Common Stock
         or Series A Preferred represented by such new certificate from the date
         to which dividends have been fully paid on such lost, stolen, destroyed
         or mutilated certificate.

                                      -5-

<PAGE>

     (b) Except as otherwise expressly provided hereunder, all notices referred
         to herein shall be in writing and shall be delivered by registered or
         certified mail, return receipt requested and postage prepaid, by
         reputable overnight courier service, charges prepaid or by personal
         delivery, and shall be deemed to have been given (i) three (3) business
         days after being sent by registered or certified mail, (ii) one (1)
         business day after being deposited with such an overnight courier
         service, and (iii) upon delivery, if by personal delivery, if mailed or
         delivered (A) to the Corporation, at its principal executive offices,
         or (B) to any stockholder, at such holder's address as it appears in
         the stock records of the Corporation (unless otherwise indicated by any
         such holder).

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
15th day of January, 2004.



                               MILESTONE SCIENTIFIC INC.


                               By: /s/ Leonard Osser
                                   -----------------------------
                                   Name: Leonard Osser
                                   Title:  Chairman and Chief Executive Officer





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