<PAGE>

                           CERTIFICATE OF DESIGNATION

                                       OF

                 SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                ($.001 par value)

                            30,000 Shares Authorized

                                       OF

                           VENTURI TECHNOLOGIES, INC.

         Venturi Technologies, Inc., a Nevada corporation (the
"Corporation"), pursuant to authority conferred on the Board of Directors of
the Corporation by its Articles of Incorporation, as amended, and in
accordance with the provisions of Section 78.1955 of the Nevada Revised
Statutes ("NRS"), certifies that the Board of Directors of the Corporation,
at a meeting duly called and held pursuant to the NRS, duly adopted the
following resolution providing for the establishment and issuance of a series
of Preferred Stock to be designated as "Series E Cumulative Convertible
Preferred Stock" as follows:

         RESOLVED, that, pursuant to the authority expressly granted and
vested in the Board of Directors of this Corporation in accordance with the
provisions of its Articles of Incorporation, as amended, a series of the
preferred stock of the Corporation be and hereby is established, consisting
of 30,000 shares, to be designated as "Series E Cumulative Convertible
Preferred Stock" (the "Preferred Stock"); the Board of Directors be and
hereby is authorized to issue such shares of Preferred Stock from time to
time and for such consideration and on such terms as the Board of Directors
shall determine; and subject to the limitations provided by law and by the
Articles of Incorporation, as amended, the powers, designations, preferences
and relative, participating, option or other special rights of, and the
qualifications, limitations or restrictions upon, the Preferred Stock shall
be as follows:

         Section 1.  Definitions.

         "Common Stock" means, collectively, the Corporation's common stock,
par value $.001 per share.

         "Conversion Stock" means shares of the Corporation's Common Stock
issued or issuable upon conversion of the Preferred Stock, whether or not a
share of Preferred Stock is presently convertible; provided, that if there is
a change such that the securities issuable upon conversion of the Preferred
Stock are issued by an entity other than the Corporation or there is a change
in the class of securities so issuable, then the term "Conversion Stock"
shall mean one share of the


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<PAGE>

security issuable upon conversion of the Preferred Stock if such security is
issuable in shares, or shall mean the smallest unit in which such security is
issuable if such security is not issuable in shares.

         "Junior Securities" means any of the Corporation's Common Stock.

         "Liquidation Value" of any Share, as defined in Section 2A hereof,
as of any particular date shall be equal to $100.00.

         "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department,
agency or political subdivision thereof.

         "Pari Passu Securities" means the outstanding shares of the
Corporation's Series A, Series B, Series C and Series D preferred stock.

         "Redemption Date" as to any Share means the date specified in the
notice of any redemption at the Corporation's option or the applicable date
specified herein in the case of any other redemption; provided that no such
date shall be a Redemption Date unless the Liquidation Value of such Share
(plus all accrued and unpaid dividends thereon) is actually paid in full on
such date, and if not so paid in full, the Redemption Date shall be the date
on which such amount is fully paid.

         Section 2.  Dividends.

         2A. General Obligation. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the NRS, the Corporation
shall pay preferential dividends in cash to the holders of the Preferred
Stock as provided in this Section. Except as otherwise provided herein,
dividends on each share of the Preferred Stock shall accrue, whether or not
declared or paid, on a daily basis at the rate of 6% per annum (computed on
the basis of a year of 360 days for the actual number of days elapsed) of the
sum of the Liquidation Value thereof plus all accrued and unpaid dividends
thereon from and including the date of issuance of such share of Preferred
Stock to and including the first to occur of (i) the date on which the
Liquidation Value of such share of Preferred Stock (plus all accrued and
unpaid dividends thereon) is paid to the holder thereof in connection with
the liquidation of the Corporation or the Redemption Price of such share of
Preferred Stock (plus all accrued and unpaid dividends thereon) is paid to
the holder thereof in connection with the redemption of such share of
Preferred Stock by the Corporation, (ii) the date on which such share of
Preferred Stock is converted into shares of Conversion Stock hereunder, or
(iii) the date on which such share of Preferred Stock is otherwise acquired
by the Corporation. 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. Such dividends
shall be cumulative such that all accrued and unpaid dividends shall be fully
paid or declared with funds irrevocably set apart for payment before any
dividend, distribution or payment may be made with respect to any Junior
Securities. The Corporation shall not make any


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<PAGE>

dividend, distribution or payment with respect any Pari Passu Securities
unless a ratable amount is paid toward any accrued and unpaid dividends on
the Preferred Stock. The date on which the Corporation initially issues any
share of Preferred Stock shall be deemed to be its "date of issuance"
regardless of the number of times transfer of such share of Preferred Stock
is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates which may be issued to evidence such
share of Preferred Stock.

         2B. Dividend Reference Date. All dividends which have accrued on the
Preferred Stock shall be payable on March 1, June1, September 1 and December
1 of each year, beginning March 1, 2000 (collectively, the "Dividend Payment
Dates").

         2C. Distribution of Partial Dividend Payments. Except as otherwise
provided herein, if at any time the Corporation pays less than the total
amount of dividends then accrued with respect to the Preferred Stock, such
payment shall be distributed ratably among the holders thereof based upon the
number of shares of Preferred Stock held by each such holder.

         2D. Payment of Stock Dividends. Notwithstanding any other provision
of this Section 2, in the sole discretion of the holder, any dividends
accruing on the Preferred Stock may be paid in lieu of cash dividends by the
issuance of additional shares of Preferred Stock (including fractional
shares) having an aggregate Liquidation Value at the time of such payment
equal to the amount of the dividend to be paid; provided, that if the
Corporation pays less than the total amount of dividends then accrued on the
Preferred Stock in the form of additional shares, such payment in shares of
Preferred Stock shall be made pro rata among the holders of Preferred Stock
based upon the aggregate accrued but unpaid dividends on the Preferred Stock
held by each such holder. If and when any Preferred Stock is issued under
this paragraph 2D for the payment of accrued dividends, such Preferred Stock
shall be deemed to be validly issued and outstanding and fully paid and
nonassessable.

         2E. Participating Dividends. In the event that the Corporation
declares or pays any dividends upon the Common Stock (whether payable in
cash, securities or other property) other than dividends payable solely in
shares of Common Stock, the Corporation shall also declare and pay to the
holders of the Preferred Stock at the same time that it declares and pays
such dividends to the holders of the Common Stock, the dividends which would
have been declared and paid with respect to the Common Stock issuable upon
conversion of the Preferred Stock had all of the outstanding Preferred Stock
been converted immediately prior to the record date for such dividend, or if
no record date is fixed, the date as of which the record holders of Common
Stock entitled to such dividends are to be determined.

         Section 3.  Liquidation.

         Upon any liquidation, dissolution or winding up of the Corporation
(whether voluntary or involuntary), each holder of Preferred Stock shall be
entitled to be paid ratably together with the Pari Passu Securities, before
any distribution or payment is made upon any Junior Securities, an


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<PAGE>

amount in cash equal to the aggregate Liquidation Value (plus all accrued and
unpaid dividends) of all shares of Preferred Stock held by such holder. If
upon any such liquidation, dissolution or winding up of the Corporation, the
Corporation's assets to be distributed among the holders of the Preferred
Stock are insufficient to permit payment to such holders of the aggregate
amount which they are entitled to be paid under this Section 3, then the
entire assets available to be distributed shall be distributed ratably among
such holders based upon the aggregate Liquidation Value (plus all accrued and
unpaid dividends) of the Preferred Stock held by each such holder. Prior to
the liquidation, dissolution or winding up of the Corporation, the
Corporation shall declare for payment all accrued and unpaid dividends with
respect to the Preferred Stock, but only to the extent of funds of the
Corporation legally available for the payment of dividends. The Corporation
shall mail written notice of such liquidation, dissolution or winding up, not
less than 60 days prior to the payment date stated therein, to each record
holder of Preferred Stock. Neither the consolidation or merger of the
Corporation into or with any other entity or entities, nor the sale or
transfer by the Corporation of less than substantially all of its assets, nor
the reduction of the capital stock of the Corporation, shall be deemed to be
a liquidation, dissolution or winding up of the Corporation within the
meaning of this Section.

         Section 4.  Priority of Preferred Stock on Dividends and Redemptions.

         4A. No Payments With Respect to Junior Securities. So long as any
Preferred Stock remains outstanding, without the prior written consent of the
holders of two-thirds of the outstanding shares of Preferred Stock, the
Corporation shall not, nor shall it permit any Subsidiary to, redeem,
purchase or otherwise acquire directly or indirectly any Junior Securities,
nor shall the Corporation directly or indirectly pay or declare any dividend
or make any distribution upon any Junior Securities. So long as any Preferred
Stock remains outstanding, without the prior written consent of the holders
of two-thirds of the outstanding shares of Preferred Stock, the Corporation
shall not, nor shall it permit any Subsidiary to, redeem, purchase or
otherwise acquire directly or indirectly any Pari Passu Securities, nor shall
the Corporation directly or indirectly pay or declare any dividend or make
any distribution upon any Pari Passu Securities, unless a ratable redemption,
purchase, dividend or distribution is made with respect to the Preferred
Stock.

         4B. No Issuance of Senior or Pari Passu Securities. The Preferred
Stock shall be senior to or on a parity with all other series of capital
stock or other equity securities of the Corporation as to rights to dividends
and payments upon liquidation, redemption or otherwise. For so long as any
Preferred Stock remains outstanding, without the prior written consent of the
holders of two-thirds of the outstanding shares of the Preferred Stock, the
Corporation shall not amend its Articles of Incorporation or take any other
action to approve or issue any capital stock (including increasing the number
of authorized shares of Preferred Stock) of the Corporation that is senior or
pari passu in right to the payment of dividends, payment upon liquidation,
redemption or otherwise to the Preferred Stock. Additionally, so long as any
Preferred Stock remains outstanding, without the prior written consent of the
holders of two-thirds of the outstanding shares of Preferred Stock, the
Corporation shall not amend its Articles of Incorporation or take any other


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<PAGE>

action that would alter the rights, preferences or privileges of the
Preferred Stock as in effect on the date of the original issuance of the
Preferred Stock.

         Section 5.  Redemption.

         5A. Optional Redemptions. The Corporation may at any time redeem all
or any portion of Preferred Stock then outstanding. On any such redemption,
the Corporation shall pay a price per Share equal to 125% of the Liquidation
Value thereof, plus all accrued and unpaid dividends thereon, and all
penalties which have accrued with respect to any of the Preferred Stock under
this Designation and under the Purchase Agreement (the "Redemption Price").
On any such redemption, all shares of Preferred Stock shall immediately
become convertible in full, notwithstanding any other provision of this
Designation.

         5B. Redemption Payment. For each share of Preferred Stock which is
to be redeemed, the Corporation shall be obligated on the Redemption Date to
pay to the holder thereof (upon surrender by such holder at the Corporation's
principal office of the certificate representing such share of Preferred
Stock) an amount in immediately available funds equal to the Redemption Price
of such share of Preferred Stock. If the funds of the Corporation legally
available for redemption of Preferred Stock on any Redemption Date are
insufficient to redeem the total number of shares of Preferred Stock to be
redeemed on such date, those funds which are legally available shall be used
to redeem the maximum possible number of shares of Preferred Stock ratably
among the holders of the Preferred Stock to be redeemed based upon the
aggregate Liquidation Value of Preferred Stock (plus all accrued and unpaid
dividends thereon) held by each such holder. At any time thereafter when
additional funds of the Corporation are legally available for the redemption
of Shares, such funds shall immediately be used to redeem the balance of the
Preferred Stock which the Corporation has become obligated to redeem on any
Redemption Date but which it has not redeemed. Prior to any redemption of
Preferred Stock, the Corporation shall declare for payment all accrued and
unpaid dividends with respect to the shares of Preferred Stock which are to
be redeemed, but only to the extent of funds of the Corporation legally
available for the payment of dividends.

         5C. Notice of Redemption. The Corporation shall mail written notice
of each redemption of any Preferred Stock to each record holder thereof not
less than 30 days prior to the date on which such redemption is to be made.
Irrespective of mailing any notice of redemption which relates to a
redemption at the Corporation's option, the Corporation shall not become
obligated to redeem the total number of shares Preferred Stock specified in
such notice at the time of redemption specified therein if such notice
contains conditions precedent which must be satisfied prior to redemption. In
case fewer than the total number of shares of Preferred Stock represented by
any certificate are redeemed, a new certificate representing the number of
unredeemed shares of Preferred Stock shall be issued to the holder thereof
without cost to such holder within ten (10) business days after surrender of
the certificate representing the redeemed shares of Preferred Stock.


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         5D. Determination of the Number of Each Holder's Shares to be
Redeemed. Except as otherwise provided herein, the number of shares of
Preferred Stock to be redeemed from each holder thereof in redemptions
hereunder shall be the number of shares determined by multiplying the total
number of shares of Preferred Stock to be redeemed times a fraction, the
numerator of which shall be the total number of shares of Preferred Stock
then held by such holder and the denominator of which shall be the total
number of shares of Preferred Stock then outstanding.

         5E. Dividends After Redemption Date. No share of Preferred Stock is
entitled to any dividends accruing after the date on which the Redemption
Price is paid to the holder thereof. On such date all rights of the holder of
such share of Preferred Stock shall cease, and such share of Preferred Stock
shall not be deemed to be outstanding.

         5F. Redeemed or Otherwise Acquired Shares. Any Preferred Stock which
are redeemed or otherwise acquired by the Corporation shall be canceled, and
shall be deemed to be undesignated authorized and unissued preferred shares.

         5G. Other Redemptions or Acquisitions. The Corporation shall not
redeem or otherwise acquire any Preferred Stock, except as expressly
authorized herein or pursuant to a purchase offer made pro-rata to all
holders of Preferred Stock on the basis of the number of shares of Preferred
Stock owned by each such holder.

         5H. Accrued Dividends Must be Paid Prior to Any Redemption. The
Corporation may not, under an optional redemption, redeem any Preferred
Stock, unless all dividends accrued on the outstanding Preferred Stock
through the immediately preceding Dividend Reference Date have been paid in
full.

         Section 6. Voting Rights. The holders of the Preferred Stock shall
be entitled to notice of all stockholders' meetings, and except as otherwise
required by applicable law or set forth below, the holders of the Preferred
Stock shall be entitled to vote on all matters submitted to the stockholders
for a vote together with the holders of the Common Stock voting together as a
single class with each share of Common Stock entitled to one vote per share
and each share of Preferred Stock entitled to one vote for each share of
Common Stock issuable upon conversion of such share of Preferred Stock as of
the record date for such vote or, if no record date is specified, as of the
date of such vote.

         Section 7.  Conversion.

         7A.  Conversion Procedure.

                  (i) During the time periods indicated in the table below,
any holder of Preferred Stock may convert up to that percentage of the
Preferred Stock indicated in the table below (including any fraction of a
share) held by such holder into a number of shares of Conversion Stock


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computed by dividing (A) the product obtained by multiplying the number of
Shares to be converted by $100 and, by (B) the Conversion Price then in
effect:

<TABLE>
<S>                                                                                      <C>
On or after the date of this Certificate of Designation                                    25%
On or after the date which is 30 days after the date of this Certificate of Designation    50%
On or after the date which is 60 days after the date of this Certificate of Designation    75%
On or after the date which is 90 days after the date of this Certificate of Designation   100%
</TABLE>

                  (ii) Each conversion of Preferred Stock shall be deemed to
have been effected as of the close of business on the date on which the
certificate or certificates representing the Preferred Stock to be converted
have been surrendered at the principal office of the Corporation. At such
time as such conversion has been effected, the rights of the holder of such
Preferred Stock as such holder shall cease and the Person or Persons in whose
name or names any certificate or certificates for shares of Conversion Stock
are to be issued upon such conversion shall be deemed to have become the
holder or holders of record of the shares of Conversion Stock represented
thereby.

                  (iii) The conversion rights of any Share subject to
redemption hereunder shall terminate on the Redemption Date for such Share
unless the Corporation has failed to pay to the holder thereof the Redemption
Price.

                  (iv) As soon as possible after a conversion has been
effected (but in any event within two (2) business days in the case of
subparagraph (a) below), the Corporation shall deliver to the converting
holder:

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

                  (b) payment in an amount equal to all accrued dividends with
         respect to each Share converted, which have not been paid prior
         thereto, provided, however, that such accrued dividends may, at the
         holder's option, be converted into an additional number of shares of
         Conversion Stock by dividing the amount of unpaid dividends by the
         Conversion Price; and

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

                  (v) If the Corporation is not permitted under applicable
law to pay any portion of the accrued dividends on the Preferred Stock being
converted, the Corporation may (i) pay such dividends to the converting
holder as soon thereafter as funds of the Corporation are legally available
for such payment or (ii) such portion of the unpaid dividends may, at the
Corporation's


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option, be converted into an additional number of shares of Conversion Stock
determined by dividing the amount of the unpaid dividends to be applied for
such purpose, by the Conversion Price.

                  (vi) Upon conversion of each Share of Preferred Stock, the
Corporation shall take all such actions as are necessary in order to insure
that the Conversion Stock issuable with respect to such conversion shall be
validly issued, fully paid and nonassessable.

                  (vii) The Corporation shall assist and cooperate with any
holder of Preferred Stock required to make any governmental filings or obtain
any governmental approval prior to or in connection with any conversion of
Preferred Stock hereunder (including, without limitation, making any filings
required to be made by the Corporation).

                  (viii) If any fractional interest in a share of Conversion
Stock would, except for the provisions of this subparagraph, be deliverable
upon any conversion of the Preferred Stock, the Corporation, in lieu of
delivering the fractional share therefor, shall round such fraction to the
nearest whole share.

                  (ix) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Conversion Stock,
solely for the purpose of issuance upon the conversion of the Preferred
Stock, such number of shares of Conversion Stock issuable upon the conversion
of all outstanding Preferred Stock. All shares of Conversion Stock which are
so issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation
shall take all such actions as may be necessary to assure that all such
shares of Conversion Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any domestic
securities exchange upon which shares of Conversion Stock may be listed
(except for official notice of issuance which shall be immediately delivered
by the Corporation upon each such issuance).

                  (x) If the shares of Conversion Stock issuable by reason of
such conversion of Preferred Stock are convertible into or exchangeable for
any other stock or securities of the Corporation, the Corporation shall, at
the converting holder's option, upon surrender of the Shares to be converted
by such holder as provided above together with any notice, statement or
payment required to effect such conversion or exchange of Conversion Stock,
deliver to such holder or as otherwise specified by such holder a certificate
or certificates representing the stock or securities into which the shares of
Conversion Stock issuable by reason of such conversion are so convertible or
exchangeable, registered in such name or names and in such denomination or
denominations as such holder has specified.

         7B. Conversion Price. As used herein, the term "Conversion Price"
shall mean 80% of the the average of the three lowest daily bid prices for
the Preferred Stock quoted on the NASDAQ Stock Market System or other market
or system upon which reported or quoted during the 15 trading days preceding
the date as of which such Conversion Price is being determined.


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         7C. Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph 7B, the following
shall be applicable:

                  (i) Issuance of Rights or Options. If the Corporation in
any manner grants or sells any Options and the price per share for which
Common Stock is issuable upon the exercise of such Options, or upon
conversion or exchange of any Convertible Securities issuable upon exercise
of such Options, is less than the Conversion Price in effect immediately
prior to the time of the granting or sale of such Options, then the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options shall be
deemed to be outstanding and to have been issued and sold by the Corporation
at the time of the granting or sale of such Options for such price per share.
For purposes of this paragraph, the "price per share for which Common Stock
is issuable" shall be determined by dividing (a) the total amount, if any,
received or receivable by the Corporation as consideration for the granting
or sale of such Options, plus the minimum aggregate amount of additional
consideration payable to the Corporation upon exercise of all such Options,
plus in the case of such Options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable to the
Corporation upon the issuance or sale of such Convertible Securities and the
conversion or exchange thereof, by (b) the total maximum number of shares of
Common Stock issuable upon the exercise of such Options or upon the
conversion or exchange of all such Convertible Securities issuable upon the
exercise of such Options.

                  (ii) Issuance of Convertible Securities. If the Corporation
in any manner issues or sells any Convertible Securities and the price per
share for which Common Stock is issuable upon conversion or exchange thereof
is less than the Conversion Price in effect immediately prior to the time of
such issue or sale, then the maximum number of shares of Common Stock
issuable upon conversion or exchange of such Convertible Securities shall be
deemed to be outstanding and to have been issued and sold by the Corporation
at the time of the issuance or sale of such Convertible Securities for such
price per share. For the purposes of this paragraph, the "price per share for
which Common Stock is issuable" shall be determined by dividing (a) the total
amount received or receivable by the Corporation as consideration for the
issue or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon
the conversion or exchange thereof, by (b) the total maximum number of shares
of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities. No further adjustment of the Conversion Price shall
be made when Common Stock is actually issued upon the conversion or exchange
of such Convertible Securities.

                  (iii) Change in Option Price or Conversion Rate. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock changes at any time, the Conversion Price in
effect at the time of such change shall be immediately adjusted to the
Conversion Price which would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such


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changed purchase price, additional consideration or conversion rate, as the
case may be, at the time initially granted, issued or sold; provided that if
such adjustment would result in an increase of the Conversion Price then in
effect, such adjustment shall not be effective until 30 days after written
notice thereof has been given by the Corporation to all holders of the
Preferred Stock. For purposes of paragraph 7C, if the terms of any Option or
Convertible Security which was outstanding as of the date of issuance of the
Preferred Stock are changed in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change; provided that no
such change shall at any time cause the Conversion Price hereunder to be
increased.

                  (iv) Treatment of Expired Options and Unexercised
Convertible Securities. Upon the expiration of any Option or the termination
of any right to convert or exchange any Convertible Security without the
exercise of any such Option or right, the Conversion Price then in effect
hereunder shall be adjusted immediately to the Conversion Price which would
have been in effect at the time of such expiration or termination had such
Option or Convertible Security, to the extent outstanding immediately prior
to such expiration or termination, never been issued; provided that if such
expiration or termination would result in an increase in the Conversion Price
then in effect, such increase shall not be effective until 30 days after
written notice thereof has been given by the Corporation to all holders of
the Preferred Stock. For purposes of paragraph 7C, the expiration or
termination of any Option or Convertible Security which was outstanding as of
the date of issuance of the Preferred Stock shall not cause the Conversion
Price hereunder to be adjusted unless, and only to the extent that, a change
in the terms of such Option or Convertible Security caused it to be deemed to
have been issued after the date of issuance of the Preferred Stock.

                  (v) Calculation of Consideration Received. If any Common
Stock, Option or Convertible Security is issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Corporation therefor (net of
discounts, commissions and related expenses). If any Common Stock, Option or
Convertible Security is issued or sold for a consideration other than cash,
the amount of the consideration other than cash received by the Corporation
shall be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of
consideration received by the Corporation shall be the Conversion Price
determined as of the date of receipt. If any Common Stock, Option or
Convertible Security is issued to the owners of the non-surviving entity in
connection with any merger in which the Corporation is the surviving
corporation, the amount of consideration therefor shall be deemed to be the
fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such Common Stock, Option or
Convertible Security, as the case may be. The fair value of any consideration
other than cash and securities shall be determined jointly by the Corporation
and the holders of two-thirds of the outstanding Preferred Stock. If such
parties are unable to reach agreement within a reasonable period of time, the
fair value of such consideration shall be determined by an independent
appraiser experienced in valuing such type of consideration jointly selected
by the Corporation and the holders of two-thirds of the outstanding Preferred
Stock. The determination


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<PAGE>

of such appraiser shall be final and binding upon the parties, and the fees
and expenses of such appraiser shall be borne by the Corporation.

                  (vi) Integrated Transactions. In case any Option is issued
in connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.01.

                  (vii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or
for the account of the Corporation or any Subsidiary, and the disposition of
any shares so owned or held shall be considered an issue or sale of Common
Stock.

                  (viii) Record Date. If the Corporation takes a record of
the holders of Common Stock for the purpose of entitling them (a) to receive
a dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (b) to subscribe for or purchase Common Stock,
Options or Convertible Securities, then such record date shall be deemed to
be the date of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or upon the making
of such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

         7D. Subdivision or Combination of Common Stock. If the Corporation
at any time subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision shall be proportionately reduced, and if the
Corporation at any time combines (by reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased.

         7E. 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, 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
two-thirds of the Preferred Stock then outstanding) to insure that each of
the holders of Preferred Stock shall thereafter have the right to acquire and
receive, in lieu of or in addition to (as the case may be) the shares of
Conversion Stock immediately theretofore acquirable and receivable upon the
conversion of such holder's Preferred Stock, 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 Preferred Stock immediately prior to
such Organic Change. In each such case, the Corporation shall also make
appropriate provisions (in form and


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<PAGE>

substance satisfactory to the holders of two-thirds of the Preferred Stock
then outstanding) to insure that the provisions of this Section 7 and
Sections 8 and 9 hereof shall thereafter be applicable to the Preferred Stock
(including, in the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is other than the Corporation, an
immediate adjustment of the Conversion Price to the value for the Common
Stock reflected by the terms of such consolidation, merger or sale, and a
corresponding immediate adjustment in the number of shares of Conversion
Stock acquirable and receivable upon conversion of Preferred Stock, if the
value so reflected is less than the Conversion Price in effect immediately
prior to such consolidation, merger or sale). The Corporation shall not
effect any such consolidation, merger or sale, unless prior to the
consummation thereof, the successor entity (if other than the Corporation)
resulting from consolidation or merger or the entity purchasing such assets
assumes by written instrument (in form and substance satisfactory to the
holders of two-thirds of the Preferred Stock then outstanding), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

         7F. Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 7 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Corporation's Board of Directors shall make an appropriate adjustment in the
Conversion Price so as to protect the rights of the holders of Preferred
Stock; provided that no such adjustment shall increase the Conversion Price
as otherwise determined pursuant to this Section 7 or decrease the number of
shares of Conversion Stock issuable upon conversion of each Share.

         7G.  Notices.

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

                  (ii) The Corporation shall give written notice to all
holders of Preferred Stock at least 20 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 Stock, (b) with respect to any pro rata
subscription offer to holders of Common Stock or (c) for determining rights
to vote with respect to any Organic Change, dissolution or liquidation.

                  (iii) The Corporation shall also give written notice to the
holders of Preferred Stock at least 20 days prior to the date on which any
Organic Change shall take place.

         Section 8.  Liquidating Dividends.

         If the Corporation declares or pays a dividend upon the Common Stock
payable otherwise than in cash out of earnings or earned surplus (determined
in accordance with generally accepted accounting principles, consistently
applied) except for a stock dividend


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<PAGE>

payable in shares of Common Stock (a "Liquidating Dividend"), then the
Corporation shall pay to the holders of Preferred Stock at the time of
payment thereof the Liquidating Dividends which would have been paid on the
shares of Conversion Stock that would have been issued had such Preferred
Stock been converted immediately prior to the date on which a record is taken
for such Liquidating Dividend, or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined.

         Section 9.  Purchase Rights.

         If at any time the Corporation grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock
(the "Purchase Rights"), then each holder of Preferred Stock shall be
entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which such holder could have acquired if such
holder had held the number of shares of Conversion Stock acquirable upon
conversion of such holder's Preferred Stock immediately before the date on
which a record is taken for the grant, issuance or sale of such Purchase
Rights, or if no such record is taken, the date as of which the record
holders of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.

         Section 10.  Events of Noncompliance.

         10A.  Definition. An Event of Noncompliance shall have occurred if:

                  (i) the Corporation fails to pay on any Dividend Payment
Date the full amount of dividends then accrued on the Preferred Stock,
whether or not such payments are legally permissible or are prohibited by any
agreement to which the Corporation is subject;

                  (ii) the Corporation fails to make any redemption payment
(whether following the giving of notice pursuant to paragraph 4C or
otherwise) with respect to the Preferred Stock which it is required to make
hereunder, whether or not such payment is legally permissible or is
prohibited by any agreement to which the Corporation is subject;

                  (iii) the Corporation breaches or otherwise fails to
perform or observe any material provision contained herein, in the Purchase
Agreement or in the Related Documents (as defined in the Purchase Agreement)
and (other than with respect to Section 8.1 or 8.2(l) of the Purchase
Agreement, or Section 7 hereof, the breach of or failure to perform which
shall result in an immediate Event of Noncompliance) such failure is not
cured within fifteen (15) days after the occurrence thereof;

                  (iv) any representation or warranty contained in the
Purchase Agreement or required to be furnished to any holder of Preferred
Stock pursuant to the Purchase Agreement, or any information contained in
writing required to be furnished by the Corporation or any Subsidiary to


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<PAGE>

any holder of Preferred Stock, is false or misleading in any material respect
on the date made or furnished;

                  (v) the Corporation or any Subsidiary makes an assignment
for the benefit of creditors or admits in writing its inability to pay its
debts generally as they become due; or an order, judgment or decree is
entered adjudicating the Corporation or any Subsidiary bankrupt or insolvent;
or any order for relief with respect to the Corporation or any Subsidiary is
entered under the Federal Bankruptcy Code; or the Corporation or any
Subsidiary petitions or applies to any tribunal for the appointment of a
custodian, trustee, receiver or liquidator of the Corporation or any
Subsidiary or of any substantial part of the assets of the Corporation or any
Subsidiary, or commences any proceeding (other than a proceeding for the
voluntary liquidation and dissolution of any Subsidiary) relating to the
Corporation or any Subsidiary under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law
of any jurisdiction; or the Corporation or any Subsidiary takes any action to
authorize any of the foregoing; or any such petition or application is filed,
or any such proceeding is commenced, against the Corporation or any
Subsidiary and either (a) the Corporation or any such Subsidiary by any act
indicates its approval thereof, consent thereto or acquiescence therein or
(b) such petition, application or proceeding is not dismissed within 60 days;

                  (vi) any material provision of the Purchase Agreement or
any Related Document shall at any time for any reason be declared to be null
and void, or the validity or enforceability thereof shall be contested by any
party thereto, or a proceeding shall be commenced by the Corporation or any
Governmental Authority or other regulatory body having jurisdiction over the
Corporation, seeking to establish the invalidity or enforceability thereof,
or the Corporation shall deny in writing that it has any liability or
obligation purported to be created under the Purchase Agreement or any
Related Document;

                  (vii) (A) any registration statement required to be filed
and declared effective by the Corporation pursuant to the Purchase Agreement
shall not become effective as provided in the Purchase Agreement or shall
cease to be effective, (B) the Securities and Exchange Commission shall issue
any stop order suspending the effectiveness under the Securities Act of any
registration statement required to be filed and declared effective by the
Corporation pursuant to the Purchase Agreement or any state securities
commission suspends the qualification of the Registrable Securities covered
thereby for offering or sale in any jurisdiction, (C) any proceeding for
purposes of either (A) or (B) above is initiated, or (D) the Common Stock is
suspended from trading on or the price for the Common Stock is not quoted or
reported on the NASDAQ Stock Market System or the NASD's OTC Bulletin Board;

                  (viii) the Company at any time shall not have reserved and
available authorized but unissued shares of Common Stock, solely for the
purpose of issuance upon conversion of the Preferred Stock, in the number
which would be issuable upon the conversion of all of the issued and
outstanding Preferred Stock; or


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<PAGE>

                  (ix) the occurrence of a Material Adverse Change (as
defined in the Purchase Agreement).

         10B.   Consequences of Events of Noncompliance.

                  (i) If an Event of Noncompliance (other than an Event of
Noncompliance due to paragraph 10A(v)) has occurred and is continuing, (a)
any holder of any shares of Preferred Stock then outstanding may demand (by
written notice delivered to the Corporation), notwithstanding any other
provision contained herein, (1) the immediate conversion of all or any shares
of such holder's or holders' Preferred Stock at the applicable Conversion
Price as of the date of such holder's notice or (2) the immediate redemption
of all or any portion of the Preferred Stock owned by such holder or holders
at a price per share equal to the Redemption Price as of the date of such
holder's notice plus interest thereon at the rate of 3.5% per month or
portion thereof from the date of the occurrence of an Event of Noncompliance
until paid in full, and (b) the dividend rate on the Preferred Stock
(including any Preferred Stock not redeemed or converted pursuant to (1) and
(2) above) shall increase immediately by an increment of two percentage
points. Thereafter, during the continuance of an Event of Noncompliance and
until such time as no Event of Noncompliance exists, the dividend rate shall
increase automatically at the end of each succeeding 90-day period by an
additional increment of two percentage points (but in no event shall the
dividend rate exceed 15%). Any increase of the dividend rate resulting from
the operation of this subparagraph shall terminate as of the close of
business on the date on which no Event of Noncompliance exists, subject to
subsequent increases pursuant to this paragraph. The Corporation shall give
prompt written notice of any holder's election for immediate conversion or
redemption to the other holders of Preferred Stock (but in any event within
five days after receipt of the initial demand for conversion or redemption),
and each such other holder may demand immediate conversion or redemption of
all or any portion of such holder's Preferred Stock by giving written notice
thereof to the Corporation within seven days after receipt of the
Corporation's notice. The Corporation shall convert or redeem all Preferred
Stock as to which rights under this paragraph have been exercised within 5
days after receipt of the initial demand for conversion or redemption.

                  (ii) If an Event of Noncompliance of the type described in
subparagraph 10A(v) has occurred, all of the Preferred Stock then outstanding
shall be subject to immediate redemption by the Corporation (without any
action on the part of the holders of the Preferred Stock) at a price per
share equal to the Redemption Price on the date of the occurrence of the
Event of Noncompliance plus interest thereon at the rate of 3.5% per month or
portion thereof from the date of the occurrence of the Event of Noncompliance
until paid in full. The Corporation shall immediately redeem all Preferred
Stock upon the occurrence of such Event of Noncompliance.

                  (iii) If any Event of Noncompliance of the type described
in subparagraph 10A(i) occurs, for each such occurrence of the failure to pay
on any Dividend Payment Date the full amount of dividends then accrued on the
Preferred Stock, whether or not such payments are legally permissible or are
prohibited by any agreement to which the Corporation is subject, the
Conversion

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<PAGE>

Price calculated at the time of conversion shall be reduced by $0.50 per
share. In no event shall any Conversion Price adjustment hereunder be
rescinded.

                  (iv) If any Event of Noncompliance of the type described in
subparagraph 10A(ii) occurs the Conversion Price calculated at the time of
conversion shall be reduced to 75% of the applicable Conversion Price in
effect at the time of conversion immediately prior to such adjustment.
Thereafter, for each succeeding 90-day period that the Event of Noncompliance
continues following the initial Event of Noncompliance referred to above, the
Conversion Price calculated at the time of conversion shall be reduced to 75%
of the Conversion Price in effect at the time of conversion immediately prior
to such adjustment. In no event shall any Conversion Price adjustment
hereunder be rescinded.

         For example, assume that an Event of Noncompliance of the type
described in subparagraph 10A(ii) has occurred and the Preferred Stock
becomes immediately convertible. Then assume that one year prior to such
Event of Noncompliance there had been a two-for-one stock split by the
Corporation. Finally, assume that, pursuant to Section 7B(i), the Conversion
Price prior to the stock split was $5.00. In this case, the Conversion Price
of $5.00 would first be decreased pursuant to Section 7D from $5.00 to $2.50.
Then the Conversion Price calculated at the time of conversion would be
reduced to 75% of $2.50, or $1.875. If the Event of Noncompliance had existed
for an additional 90 days following the initial Event of Noncompliance the
Conversion Price at the time of conversion would be reduced to 75% of $1.875,
or $1.40625. If the Event of Noncompliance had existed for an additional 90
days following the initial Event of Noncompliance the Conversion Price at the
time of conversion would be further reduced to 75% of $1.40625, or $1.05469.

                  (v) If any Event of Noncompliance of the type described in
subparagraph 10A(vi) occurs, for each such occurrence the Conversion Price
calculated at the time of conversion shall be reduced by an amount equal to
the quotient of (a) the amount of the judgment referred to in subparagraph
10A(vi) divided by (b) the number of shares of Common Stock Deemed
Outstanding at the time of the Event of Noncompliance.

                  (vi) If any Event of Noncompliance of the type described in
subparagraph 10A(viii) occurs, for each such occurrence the Company hereby
covenants and agrees to issue or cause to be issued to the Purchaser on any
such date and on every date which is 30 days or a multiple thereof after such
date, until such Event of Noncompliance is cured, additional shares of Common
Stock equal in number to 10% of the total number of shares of Common Stock
issued or issuable upon conversion of all issued and outstanding Preferred
Stock.

                  (vii) If any Event of Noncompliance exists, each holder of
Preferred Stock shall also have any other rights which such holder is
entitled to under the Purchase Agreement or any other contract or agreement
and any other rights which such holder may have pursuant to applicable law.


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<PAGE>

                  (viii) Neither the Corporation nor holders of the Preferred
Stock shall file any Tax Return (as defined in the Purchase Agreement) or
take any position with any taxing authority treating a reduction in the
Conversion Price pursuant to this Section 10B as a deemed dividend.

         10C. Right to Cure. Any breach, default in performance of any
provision or Event of Noncompliance of the Purchase Agreement or any of the
Related Documents which directly affects the Purchaser's ability to acquire
the Preferred Shares and Warrants, convert the Preferred Shares, Exercise the
Warrants or sell pursuant to a valid registration shall be interpreted in
accordance with the terms of this Purchase Agreement or the Related Document.
Any breach, default in performance of any provision or Event of Noncompliance
of this Purchase Agreement or any of the Related Documents which does not
directly affect the Purchaser's ability to acquire the Preferred Shares and
Warrants, convert the Preferred Shares, Exercise the Warrants or sell
pursuant to a valid registration shall be subject to written notice delivered
to the Company and may be cured by the Company during the five (5) days after
receipt of written notice of such breach, default or Event of Noncompliance.

         Section 11.  Registration of Transfer.

         The Corporation shall keep at its principal office a register for
the registration of Preferred Stock. Subject to compliance with applicable
securities laws, upon the surrender of any certificate representing Preferred
Stock at such place, the Corporation shall, at the request of the record
holder of such certificate, execute and deliver (at the holder's expense) a
new certificate or certificates in exchange therefor representing in the
aggregate the number of shares of Preferred Stock represented by the
surrendered certificate. Each such new certificate shall be registered in
such name and shall represent such number of shares of Preferred Stock as is
requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on such Preferred Stock
represented by the surrendered certificate. All transfers of Preferred Stock
shall be subject to any restrictions imposed by applicable federal and state
securities laws.

         Section 12.  Replacement.

         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 any of the Preferred Stock, and in the case of any such
loss, theft or destruction, upon receipt of indemnity reasonably satisfactory
to the Corporation, or, in the case of any such mutilation upon surrender of
such certificate, the Corporation shall (at the holder's expense) execute and
deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of Preferred Stock 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 Preferred Stock


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<PAGE>

represented by such new certificate from the date to which dividends have
been fully paid on such lost, stolen, destroyed or mutilated certificate.

         Section 13.  Amendment and Waiver.

         No amendment, modification or waiver shall be binding or effective
with respect to any provision of Sections 1 to 10 hereof without the prior
written consent of the holders of at least 51% of the Preferred Stock
outstanding at the time such action is taken; provided that no such action
shall change (a) the rate at which or the manner in which dividends on the
Preferred Stock accrue or the times at which such dividends become payable or
the amount payable on redemption of the Preferred Stock or the times at which
redemption of Preferred Stock is to occur, without the prior written consent
of the holders of at least 80% of the Preferred Stock then outstanding, (b)
the Conversion Price of the Preferred Stock or the number of shares or class
of stock into which the Preferred Stock is convertible, without the prior
written consent of the holder of at least 80% of the Preferred Stock then
outstanding or (c) the percentage required to approve any change described in
clauses (a) and (b) above, without the prior written consent of the holders
of at least 80% of the Preferred Stock then outstanding.

         Section 14.  Notices.

         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, or by
reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its
principal executive offices and (ii) 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 Corporation has caused its corporate seal to
be affixed hereto and this Certificate of Designation to be signed by its
President and Secretary this ____ day of December, 1999.


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<PAGE>

                     CERTIFICATE OF PRESIDENT AND SECRETARY

KNOW ALL MEN BY THESE PRESENTS:

         That the undersigned John M. Hopkins, President of Venturi
Technologies, Inc., a Nevada corporation (the "Corporation"), and Randy K.
Johnson, Secretary of the Corporation, do hereby certify that the Articles of
Incorporation for the Corporation provide that Series of preferred stock may
be established by resolution of the Board of Directors, and that the above
and foregoing Certificate of Designation of Preferences, Limitations and
Relative Rights of said Corporation was duly and regularly adopted as such by
a resolution of all of the members of the Board of Director of the
Corporation on December 13th, 1999.

         Dated: December 13th, 1999.


                                       /s/ John M. Hopkins
                                       ------------------------------------
                                       John M. Hopkins, President


                                       /s/ Randy K. Johnson
                                       ------------------------------------
                                       Randy K. Johnson, Secretary


                                 ACKNOWLEDGMENT

STATE OF UTAH  )
               )ss:
COUNTY OF UTAH )


         On the 13th day of December, 1999, personally appeared before me
John M. Hopkins, President of Venturi Technologies, Inc., personally known to
me or proved to me on the basis of satisfactory evidence to be the person
whose name is signed on the preceding document, and acknowledged to me that
he signed it voluntarily for its stated purpose.


                                       /s/ Vickie F. Johnson
                                       ------------------------------------
                                       NOTARY PUBLIC


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<PAGE>

                                                                     Exhibit A


                          FORM OF NOTICE OF CONVERSION


Venturi Technologies,  Inc.
763 North 530 East
Orem Utah 84057

cc:  [Name of Transfer Agent]

         Re:  Series E Cumulative Convertible Preferred Stock

Gentlemen:

         The undersigned registered holder hereby elects to convert _____
[number] shares of Series E Cumulative Convertible Preferred Stock of the
Corporation into shares of Common Stock, par value $.001 per share, of the
Corporation pursuant to the Certificate of Designation for Series E Preferred
Stock dated December ___, 1999.

         The number of shares of Common Stock to be issued to the undersigned
is _____ shares, based on a conversion price of $___ per share.


         Date:
               -----------------       -----------------------------------------
                                       Authorized Signature of Registered Holder


                             CONFIRMATION OF RECEIPT
                             OF NOTICE OF CONVERSION
                           AND CONVERSION CALCULATION:

         Acknowledged:                 VENTURI TECHNOLOGIES, INC.

                                       By
                                         -----------------------------
                                       Name:
                                            --------------------------
                                       Title:
                                             -------------------------


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