SURGICARE INC/DE
AMENDED CERTIFICATE OF DESIGNATION - SERIES AA
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>h02686exv10w3.txt
<DESCRIPTION>AMENDED CERTIFICATE OF DESIGNATION - SERIES AA
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3


                       AMENDED CERTIFICATE OF DESIGNATION,
                        POWERS, PREFERENCES AND RIGHTS OF
                      SERIES AA REDEEMABLE PREFERRED STOCK
                            PAR VALUE $.001 PER SHARE
                                       OF
                                 SURGICARE, INC.

         (FORMERLY TECHNICAL COATINGS, INC., INCORPORATED JULY 20, 1984)

                                   ----------

                     PURSUANT TO SECTION 151 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

                                   ----------

         IT IS HEREBY CERTIFIED that:

         1. The name of the company (hereinafter called the "Corporation") is
SurgiCare, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware.

         2. The Amended and Restated Certificate of Incorporation of the
Corporation authorizes the issuance of Twenty Million (20,000,000) shares of
Preferred Stock, par value $.001 per share ("Preferred Stock"), and expressly
vests in the Board of Directors of the Corporation the authority provided
therein to issue any or all of said shares in one (1) or more series and by
resolution or resolutions to establish the designation and number and to fix the
relative rights and preferences of each series to be issued.

         3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid, and pursuant to the provisions of Section
151 of the General Corporation Law of the State of Delaware, has adopted the
resolutions set forth below creating the Series AA Redeemable Preferred Stock:

         RESOLVED, that One Million Two Hundred Thousand (1,200,000) shares of
the Twenty Million (20,000,000) authorized shares of Preferred Stock of the
Corporation shall be designated Series AA Redeemable Preferred Stock, $.001 par
value per share, and shall possess the rights and preferences set forth below:

                  SECTION 1. DESIGNATION AND AMOUNT. The shares of such series
shall have a par value of $.001 per share and shall be designated as Series AA
Redeemable Preferred Stock (the "Series AA Preferred Stock"), and the number of
shares constituting the Series AA Preferred Stock shall be One Million Two
Hundred Thousand (1,200,000). The following amounts of the Series AA Preferred
Stock have been issued to the following holders respectively:

<Table>
<Caption>
                Holder                                          No. of Shares
                ------                                          -------------
<S>                                                             <C>
American International Industries, Inc.                            160,000
  Texas Real Estate Enterprises, Inc.                              556,000
    MidCity Houston Properties, Inc.                               484,000
</Table>


<PAGE>

at a face value of Five Dollars ($5.00) per share (the "Original Issue Price"),
or Six Million and No/100 Dollars ($6,000,000) in the aggregate, in exchange for
real estate with an appraised value equal to Six Million and No/100 Dollars
($6,000.000). Upon performance by the shareholders named above and Daniel Dror
of all obligations imposed on them by that certain letter of intent between them
and the Corporation dated November 15, 2002, the Corporation the holders and the
Corporation shall convert 300,000 shares of the issued Series AA Preferred Stock
to 3,658,537 shares of Common Stock, $0.005 par value per share, of the
Corporation.

                  SECTION 2. RANK. The Series AA Preferred Stock shall be pari
passu with the Series A Preferred Stock of the Corporation and with any class or
series of capital stock of the Corporation hereafter created specifically
ranking by its terms on parity with the Series AA Preferred Stock ("Parity
Securities") in each case as to distribution of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary
(all such distributions being referred to collectively as "Distributions").


                  SECTION 3. LIQUIDATION PREFERENCE.

         (a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the Holders of shares of Series AA
Preferred Stock shall be entitled to receive, immediately after any
distributions to Senior Securities required by the Corporation's Amended and
Restated Certificate of Incorporation or any certificate of designation, and
prior in preference to any distribution to Junior Securities but in parity with
any distribution to Parity Securities, an amount per share equal to the sum of
the Original Issue Price, plus all accrued or declared and unpaid dividends on
such share, for each share of Series AA Preferred Stock then held by such
Holders. If upon the occurrence of such event, and after payment in full of the
preferential amounts with respect to the Senior Securities, the assets and funds
available to be distributed among the Holders of the Series AA Preferred Stock
and Parity Securities shall be insufficient to permit the payment to such
Holders of the full preferential amounts due to the Holders of the Series AA
Preferred Stock and the Parity Securities, respectively, then the entire assets
and funds of the Corporation legally available for distribution shall be
distributed among the Holders of the Series AA Preferred Stock and the Parity
Securities, pro rata, based on the respective liquidation amounts to which each
such series of stock is entitled by the Corporation's Amended and Restated
Certificate of Incorporation and any certificate(s) of designation relating
thereto. Neither the consolidation or merger of the Corporation into or with
another corporation or corporations, nor the sale of all or substantially all of
the assets of the Corporation to another corporation or corporations shall be
deemed a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.

         (b) Upon the completion of the distribution required by Section 3(a),
if assets remain in the Corporation, they shall be distributed to holders of
Junior Securities in accordance with the Corporation's Amended and Restated
Certificate of Incorporation including any duly adopted certificate(s) of
designation.


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<PAGE>

                  SECTION 4. CONVERSION OF SERIES AA PREFERRED STOCK. The
Corporation shall have the following option to convert the Series AA Preferred
Stock:

         (a) The Corporation shall have the option to convert the remaining
900,000 outstanding shares of Series AA Preferred Stock into fully-paid and
non-assessable shares of Common Stock, $0.005 par value per share, of the
Corporation in the manner and subject to the conditions provided for in this
Section 4. No payment or adjustment to the number of shares of Common Stock
issuable upon conversion of one share of Series AA Preferred Stock shall be made
on account of any stock split, subdivision, reclassification, issue or sale of
any capital stock of the Corporation or other event. The Corporation may convert
up to and including Three Hundred Thousand (300,000) shares of the Series AA
Redeemable Preferred Stock of the Corporation to Common Stock on each of the
following three dates: June 4, 2004, June 4, 2005; and June 4, 2006 (the
"Conversion Dates"). Any conversion shall be proportionate among the Holders
based on the number of Shares held by each on the Conversion Date. If the
Corporation exercises its option to convert any shares pursuant to this Section
4, it shall convert each such share to the number of shares of Common Stock,
$0.005 par value per share, of the Corporation determined by the following
formula: $5.00 divided by the value of the Common Stock on the relevant
Conversion Date or $0.41, whichever is greater. For the purposes of this Section
4, the value of Common Stock on the relevant Conversion Date shall be determined
by the average closing price of the stock on the twenty (20) trading days
immediately preceding the Conversion Date.

         (b) Each option to convert shares on a particular Conversion Date may
be exercised at any time prior to the Conversion Date up to but not later than
fifteen (15) days before the Conversion Date. To exercise an option to convert,
the Corporation shall deliver or fax a copy of a notice of conversion ("Notice
of Conversion") to each Holder of shares being converted at its address as it
shall appear on the records of the Corporation, which notice shall identify the
Holder of the shares to be converted, the date of conversion, the number of
shares of Series AA Preferred Stock to be converted, and a statement of the
number of shares of Common Stock issuable upon such conversion. If the
Corporation exercises any option to convert, the Holder shall no later than
three (3) business days after receipt of the notice of conversion surrender to a
common courier for either overnight or two (2) day delivery to the office of the
Corporation or the Transfer Agent, the original certificates representing the
Series AA Preferred Stock being converted (the "Preferred Stock Certificates"),
duly endorsed for transfer; provided, however, that the Corporation shall not be
obligated to issue certificates evidencing the shares of Common Stock issuable
upon such conversion unless either the Preferred Stock Certificates are
delivered to the Corporation or the Transfer Agent as provided above, or the
Holder notifies the Corporation or its Transfer Agent that such certificates
have been lost, stolen or destroyed, subject to the requirements of subsection
4(b)(i) below.

                  (i) Upon receipt by the Corporation of evidence of the loss,
theft, destruction or mutilation of any Preferred Stock Certificates
representing shares of Series AA Preferred Stock, and in the case of loss, theft
or destruction, indemnity or security reasonably satisfactory to the
Corporation, and upon surrender and cancellation of the Preferred Stock
Certificates, if mutilated, the Corporation shall execute and deliver new
Preferred Stock Certificates of like tenor and date. The Corporation, however,
shall not be obligated to re-issue such lost or stolen


                                       3
<PAGE>

Preferred Stock Certificates if the Holder contemporaneously requests the
Corporation to convert such Series AA Preferred Stock into Common Stock.

                  (ii) The Corporation no later than 6:00 p.m., Houston, Texas
time, on the third (3rd) business day after receipt by the Corporation or its
Transfer Agent of all necessary documentation duly executed and in proper form
required for conversion, including the original Preferred Stock Certificates to
be converted and after provision for security or indemnification in the case of
lost, stolen or destroyed certificates, if required, shall issue and surrender
to a common courier for either overnight or, if delivery is outside the United
States, two (2) day delivery to the Holder as shown on the stock records of the
Corporation a certificate for the number of shares of Common Stock to which the
Holder shall be entitled as aforesaid.

                  (iii) The person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record Holder or Holders of such shares of Common Stock on the Date of
Conversion.


                                       4
<PAGE>

         5. REDEMPTION BY THE CORPORATION.

         The Corporation shall have the following option to redeem the Series AA
Preferred Stock:

         (a) The Corporation shall have the option to redeem the remaining
900,000 outstanding shares of Series AA Preferred Stock in the manner and
subject to the conditions provided for in this Section 5. The Corporation may
redeem up to and including Three Hundred Thousand (300,000) shares of the Series
AA Redeemable Preferred Stock of the Corporation on each of the following three
Conversion Dates. Any redemption shall be proportionate among the Holders based
on the number of Shares held by each on the Conversion Date. If the Corporation
exercises its option to redeem any shares pursuant to this Section 5, it shall
redeem each such share for $5.00 per share.

         (b) If less than all of the outstanding shares of Series AA Preferred
Stock are to be redeemed, such shares shall be redeemed pro rata or by lot as
determined by the Corporation in its sole discretion. The Corporation may elect
to redeem shares of Series AA Preferred Stock in the order in which they would
otherwise be converted, i.e., the Corporation may elect to redeem shares
convertible on the anniversary date immediately following the giving of the
notice or to any other shares and by giving notice of such redemption, terminate
the Holder's conversion rights as to those shares. If the notice of election to
redeem shares does not specify to which shares it shall apply, it shall apply to
the Series AA Redeemable Preferred Stock shares in the order in which they would
otherwise be converted.

         (c) Each option to redeem shares on a particular Conversion Date may be
exercised at any time prior to the relevant Conversion Date up to but not later
than fifteen (15) days before the Conversion Date. To exercise an option to
redeem, the Corporation shall deliver or fax a copy of a notice of redemption
("Notice of redemption ") to each Holder of shares being redeemed at its address
as it shall appear on the records of the Corporation, which notice shall
identify the Holder of the shares to be redeemed, the date of redemption, and
the number of shares of Series AA Preferred Stock to be redeemed The Corporation
may act as the transfer agent for the Series AA Preferred Stock.

         (d) Prior to the date on which there shall have been a public
distribution of the Preferred Stock, the Corporation may act as the redemption
agent to redeem the Preferred Stock. Thereafter the Corporation shall appoint as
its agent for such purpose a recognized stock transfer agent, which may be a
bank or trust company in good standing, organized under the laws of the United
States of America or any jurisdiction thereof, and may appoint any one or more
additional such agents. The Corporation or such bank or trust company is
hereinafter referred to as the "Redemption Agent." Following such appointment
and prior to any redemption, the Corporation shall deliver to the Redemption
Agent irrevocable written instructions authorizing the Redemption Agent, on
behalf and at the expense of the Corporation, to cause such notice of redemption
to be duly mailed as herein provided as soon as practicable after receipt of
such irrevocable instructions and in accordance with the above provisions. All
funds necessary for the redemption shall be deposited with the Redemption Agent
in trust at least five (5) business days


                                       5
<PAGE>

after the Redemption Date, for the pro rata benefit of the holders of the shares
so called for redemption, so as to be and continue to be available therefor.
Neither failure to mail any such notice to one or more such holders nor any
defect in any notice shall affect the sufficiency of the proceedings for
redemption as to other holders.

         (e) If notice of redemption shall have been mailed as hereinbefore
provided, and the Corporation shall not default in the payment of the Redemption
Price, then each holder of shares called for redemption shall be entitled to all
preferences and relative and other rights accorded by this resolution until and
including the date prior to the Redemption Date. If the Corporation shall
default in making payment or delivery as aforesaid, then each holder of the
shares called for redemption shall be entitled to all preferences and relative
and other rights accorded by this Designation until and including the date prior
to the date (the "Final Redemption Date") when the Corporation makes payment or
delivery as aforesaid to the holders of the Preferred Stock. From and after the
Redemption Date or, if the Corporation shall default in making payment or
delivery as aforesaid, the Final Redemption Date, the shares called for
redemption shall no longer be deemed to be outstanding, and all rights of the
holders of such shares shall cease and terminate, except the right of the
holders of such shares, upon surrender of certificates therefor, to receive
amounts to be paid hereunder. The deposit of monies in trust with the Redemption
Agent shall be irrevocable except that the Corporation shall be entitled to
receive from the Redemption Agent the interest or other earnings, if any, earned
on any monies so deposited in trust, and the holders of any shares redeemed
shall have no claim to such interest or other earnings, and any balance of
monies so deposited by the Corporation and unclaimed by the holders of the
Preferred Stock entitled thereto at the expiration of two (2) years from the
Redemption Date (or the Final Redemption Date, as applicable) shall be repaid,
together with any interest or other earnings thereon, to the Corporation, and
after any such repayment, the holders of the shares entitled to the funds so
repaid to the Corporation shall look only to the Corporation for such payment,
without interest.

                  SECTION 6. VOTING RIGHTS. In addition to any special voting
rights expressly provided by the General Corporation Law of Delaware, and until
each such share is converted into a share of Common Stock, Holders of Series AA
Preferred Stock shall be entitled to vote on matters to be voted on by the
stockholders of the Corporation, and shall be entitled to one (1) vote for each
such share held by them, respectively, such votes to be counted together with
all other shares of capital stock having general voting powers and not
separately as a class. In all cases where the Holders of shares of Series AA
Preferred Stock have the right to vote separately as a class, such Holders shall
be entitled to one (1) vote for each such share held by them respectively.

                  SECTION 7. PROTECTIVE PROVISIONS.

         (a) So long as shares of Series AA Preferred Stock are outstanding, the
Corporation shall not without first obtaining the approval by vote or written
consent, as provided by the General Corporation Law of Delaware of the Holders
of at least a majority of the then outstanding shares of Series AA Preferred
Stock alter or change the rights, preferences or privileges of the Series AA
Preferred Stock or any Senior Securities so as to affect adversely the Series AA
Preferred


                                       6
<PAGE>

Stock. In the event Holders of at least a majority of the then outstanding
shares of Series AA Preferred Stock agree to allow the Corporation to alter or
change the rights, preferences or privileges of the shares of Series AA
Preferred Stock, pursuant to subsection (a) above, so as to affect adversely the
Series AA Preferred Stock, then the Corporation will mail notice of such
approved alteration or change to the Holders of the Series AA Preferred Stock
that did not agree to such alteration or change (the "Dissenting Holders") and
the Dissenting Holders shall have the right for a period of thirty (30) days
immediately following the date the notice was mailed to convert pursuant to the
terms of this resolution of Designation as they exist prior to such alteration
or change or continue to hold their shares of Series AA Preferred Stock subject
to the approved alteration or change of the rights, preferences or privileges of
the Series AA Preferred Stock.

         (b) If at any time or times the Corporation shall issue shares of
Series AA Redeemable Preferred Stock not designated herein or Series A
Redeemable preferred stock not issued and outstanding as of the date hereof,
each Holder (i.e., holder of Series AA Redeemable Preferred Stock) shall be
entitled to receive additional shares of Series AA Redeemable Preferred Stock in
an amount determined by the following formula: multiply the number of shares of
Series AA Redeemable Preferred Stock of the Holder immediately prior to the new
issuance by the number of shares of Series A and/or Series AA Redeemable
Preferred Stock to be issued and divide the result by the aggregate number of
shares of Series A and Series AA Redeemable Preferred Stock issued and
outstanding immediately prior to the new issuance. The rights provided for in
this Section 7(b) shall not apply to any shares for which the Series AA
Redeemable Preferred Stock has been converted or any shares which have been
redeemed.

         SECTION 8. NOTICES TO SHAREHOLDERS. In the event of:

                  (a) any taking by the Corporation of a record of the holders
                  of any class of securities for the purpose of determining the
                  holders thereof who are entitled to receive any dividend or
                  other distribution, or any right to subscribe for, purchase or
                  otherwise acquire any shares of stock of any class or any
                  other securities or property, or to receive any other right,

                  (b) any capital reorganization of the Corporation, any
                  reclassification or recapitalization of the capital stock of
                  the Corporation, any merger or consolidation of the
                  Corporation, or any transfer of all or substantially all of
                  the assets of the Corporation to any other corporation,
                  limited liability company, partnership, whether general or
                  limited, or other person or firm a majority of the equity
                  interests in which shall not be owned by holders of capital
                  stock of the Corporation immediately thereafter, or

                  (c) any voluntary or involuntary dissolution, liquidation or
                  winding up of the Corporation,

then and in each such event the Corporation shall mail or cause to be mailed to
each holder of Series AA Redeemable Preferred Stock a notice specifying (i) the
date on which any such record


                                       7
<PAGE>

is to be taken for the purpose of such dividend, distribution or right and a
description of such dividend, distribution or right, (ii) the date on which any
such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected to
become effective and (iii) the time, if any, that is to be fixed, as to when the
holders of record of Common Stock or other securities shall be entitled to
exchange their shares of Common Stock or other securities for securities or
other property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding up. Such notice shall be mailed at least thirty (30) days prior to the
date specified in such notice on which such action is to be taken. In addition
to the foregoing, each holder of Series AA Preferred Stock shall be given, at
the same times as holders of Common Stock, all notices of corporate action or
proposed corporate action given to holders of Common Stock.

         SECTION 9. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be
required by law, the shares of Series AA Redeemable Preferred Stock shall not
have any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this resolution (as such
resolution may be amended from time to time) and in the Corporation's Amended
and Restated Certificate of Incorporation. The shares of Series AA Redeemable
Preferred Stock shall have no preemptive or subscription rights, except as
otherwise expressly provided for herein.

         SECTION 10. HEADINGS. The headings of the various sections and
subdivisions hereof are for convenience of reference only and shall not affect
the interpretation of any of the provisions hereof.

         SECTION 11. SEVERABILITY OF PROVISIONS. If any right, preference or
limitation of the Series AA Preferred Stock set forth in this resolution (as
such resolution may be amended from time to time) is invalid, unlawful or
incapable of being enforced by reason of any rule of law or public policy, all
other rights, preferences and limitations set forth in this resolution (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall, nevertheless, remain in
full force and effect, and no right, preference or limitation herein set forth
shall be deemed dependent upon any other such right, preference or limitation
unless so expressed herein.

         SECTION 12. STATUS OF REACQUIRED SHARES. Shares of Series AA Preferred
Stock which have been issued and reacquired in any manner shall (upon compliance
with any applicable provisions of the laws of the State of Delaware) have the
status of authorized and unissued shares of Preferred Stock issuable in series
undesignated as to series and may be redesignated and reissued.

         SECTION 13. PREFERENCE RIGHTS. Nothing contained herein shall be
construed to prevent the Board of Directors of the Corporation from issuing one
(1) or more series of Preferred Stock with dividend and/or liquidation
preferences junior to the dividend and liquidation preferences of the Series AA
Preferred Stock.


                                       8
<PAGE>

         SECTION 14. RESTRICTION. The shares provided for in this Certificate
shall be subject to the provisions of that certain Purchase Agreement of even
date herewith between the holders identified above, as Sellers, and the issuer,
as Buyer, and any transferee of the shares shall take subject to the rights of
the issuer provided for therein.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
duly executed on its behalf by its President this _____ day of
_____________________ 20_____.


                                        SURGICARE, INC.


                                        ----------------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                               ---------------------------------

Attest:


---------------------------------

Name:
      ---------------------------

Title:
       --------------------------



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