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               DEAN HELLER
               Secretary of State
[SEAL]         204 North Carson Street, Suite 1
               Carson City, Nevada 89701-4299
               (775) 684 5708
                Website: secretaryofstate.biz

                                  AMENDMENT TO

                           CERTIFICATE OF DESIGNATION

                        AFTER ISSUANCE OF CLASS OR SERIES

                           (PURSUANT TO NRS 78: 1955)

IMPORTANT: READ ATTACHED INSTRUCTIONS         ABOVE SPACE IS FOR OFFICE USE ONLY
BEFORE COMPLETING FORM.

             CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION
                         FOR NEVADA PROFIT CORPORATIONS
          (PURSUANT TO NRS 78.1955 - AFTER ISSUANCE OF CLASS OR SERIES)

1. Name of corporation: Continental Southern Resources, Inc.

2. Stockholder approval pursuant to statute has been obtained.

3. The class or series of stock being amended: Series A Convertible Preferred
Stock

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4. By a resolution adopted by the board of directors, the certificate of
designation is being amended as follows

         SERIES A AMENDMENTS

         The amendments to the Certificate of Designation of Series A Preferred
         Stock consist of: (i) deleting the defined term "Permitted Repurchases"
         originally set forth in Section l(h); (ii) deleting the reference to
         Permitted Repurchases from Sections l(d) and Section 2(a); and (iii)
         deleting the prohibition against repurchasing or redeeming any shares
         of preferred of the Corporation originally set forth in Section 5(e).
         The forgoing is qualified in its entirety by reference to the full text
         of the Amended and Restated Certificate of Designation of Series A
         Preferred Stock attached hereto as Exhibit A.

5. Effective date of filing (optional) -----------------------------------------
                                                     [ILLEGIBLE]

6. Officer Signature (Required): /s/ Stephen P. Harrington
                                 -----------------------------------------------
                                  Stephen P. Harrington, President.

IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.

FILING FEE: $175.00

SUBMIT IN DUPLICATE

  THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. SEE ATTACHED FEE SCHEDULE.

                                                                     [ILLEGIBLE]
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                 Amended and Restated Certificate of Designation
                                       of
                            Series A Preferred Stock
                                       of
                      Continental Southern Resources, Inc.

         FIRST: Of the 10,000,000 shares of Preferred Stock, par value $0.001
per share, authorized to be issued by the Corporation 4,100,000 shares are
hereby designated as "Series A Preferred Stock." The rights, preference,
privileges and restrictions granted to and imposed upon the Series A Preferred
Stock are as set forth below:

         1.       Definitions. For purposes of this resolution, the following
definitions shall apply:

                  (a)      "Board" shall mean the Board of Directors of the
Corporation.

                  (b)      "Common Stock" shall mean the Common Stock, $0.001
par value per share, of the Corporation.

                  (c)      "Common Stock Dividend" shall mean a stock dividend
declared and paid on the Common Stock that is payable in shares of Common Stock.

                  (d)      "Distribution" shall mean the transfer of cash or
property by the Corporation to one or more of its stockholders without
consideration regardless of whether such transfer is in the form of a dividend
or otherwise (except a dividend in shares of Corporation's stock).

                  (e)      "Dividend Rate" shall mean $.08 per share, which is
eight percent (8%) of the Original Issue Price (as defined below) per share per
annum for the Series A Preferred Stock (as defined below).

                  (f)      "Original Issue Date" shall mean the date on which
the first share of Series A Preferred Stock is issued by the Corporation.

                  (g)      "Original Issue Price" shall mean $1.00 per share for
the Series A Preferred Stock.

                  (h)      "Series A Preferred Stock" shall mean the 8% Series A
Preferred Stock, $0.001 par value per share, of the Corporation.

         2.       Dividend Rights.

                  (a)      Dividend Preference. The holders of issued and
outstanding Series A Preferred Stock shall be entitled to receive, out of any
funds and assets of the Corporation legally available therefore, cumulative
dividends at the annual Dividend Rate for the Series A Preferred Stock, prior
and in preference to the payment of any dividend or other Distribution on the
Common Stock (other than a Common Stock Dividend) or any class or Series of
capital stock

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hereafter created. Such dividends shall accrue on each share of Series A
Preferred Stock from the date on which such share of Series A Preferred Stock is
issued by the Corporation, and shall accrue from day-to-day until paid, whether
earned or declared. Unless the full amount of any accrued and unpaid cumulative
dividends accrued on the Series A Preferred Stock shall have been paid or
declared in full and a sum sufficient for the payment thereof reserved and set
apart, no dividend shall be paid or declared, and no Distribution shall be made,
on any Common Stock. All dividends shall be paid in cash.

                  (b)      Non-Cash Dividends. Whenever a dividend provided for
in this Section 2 shall be payable in property other than cash, the value of
such dividend or Distribution shall be deemed to be the fair market value of
such property as determined in goad faith by the Board.

         3.       Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
the funds and assets of the Corporation that may be legally distributed to the
Corporation's stockholders (the "Available Funds and Assets"), shall be
distributed to stockholders in the following manner:

                  (a)      Liquidation Preferences. The holders of each share of
Series A Preferred Stock then outstanding shall be entitled to be paid, out of
the Available Funds and Assets, and prior and in preference to any payment or
distribution (or any setting apart of any payment or distribution), of any
Available Funds and Assets on any shares of Common Stock. an amount per share
equal to the Original Issue Price of the Series A Preferred Stock, plus all
accrued but unpaid interest and dividends thereon.

                  (b)      Merger or Sale of Assets. A (i) consolidation or
merger of the Corporation with or into any other corporation or corporations in
which the holders of the Corporation's outstanding shares immediately before
such consolidation or merger do not, immediately after such consolidation or
merger, retain stock representing a majority of the voting power of the
surviving corporation of such consolidation or merger; and (ii) a sale of all or
substantially an of the assets of the Corporation, shall each be deemed to be a
liquidation, dissolution or winding up of the Corporation as those terms are
used in this Section 3. Notwithstanding anything to the contrary contained in
the preceding sentence, by vote or written consent of the holders of a majority
of the Series A Preferred Stock then outstanding, such holders may waive the
right to treat any of the foregoing events as a deemed liquidation.

                  (c)      Non-Cash Consideration. If any assets of the
Corporation distributed to stockholders in connection with any liquidation,
dissolution, or winding up of the Corporation are other than cash, then the
value of such assets shall be their fair market value as reasonably determined
by the Board in good faith, except that any securities to be distributed to
stockholders in a liquidation, dissolution, or winding up of the Corporation
shall be valued as follows:

                           (1)      The method of valuation of securities not
subject to investment letter or other similar restrictions on free marketability
shall be as follows:

                                    (i)      if the securities are then traded
on a national securities exchange or the NASDAQ National Market System (or a
similar national quotation system), then

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the value shall be deemed to be the average of the closing prices of the
securities on such exchange or system over the 30-day period ending three (3)
days prior to the distribution; and

                                    (ii)     if actively traded
over-the-counter, then the value shall be deemed to be the average of the
closing bid prices over the 30-day period ending three (3) days prior to the
closing of such merger, consolidation or sale; and

                                    (iii)    if there is no active public
market, then the value shall be the fair market value thereof, as determined in
good faith by the Board.

                           (2)      The method of valuation of securities
subject to investment letter or other restrictions on free marketability shall
be to make an appropriate discount from the market value determined as above in
Section 3(d)(1)(i),(ii) or (iii) to reflect the approximate fair market value
thereof, as reasonably determined in good faith by the Board.

         4.       Voting Rights.

                  (a)      Board of Directors; Elections; Meetings.

                           (1)      Board Election. So long as any shares of
Series A Preferred Stock remain outstanding the holders of the Series A
Preferred Stock, voting as a separate class, exclusive of all other
stockholders, shall be entitled to elect a majority of the directors that
constitute the Board at any time (the "Series A Designee(s)"). The holders of
the Common Stock shall be entitled to elect the remaining directors.

                           (2)      Special Meetings. Notwithstanding anything
to the contrary contained in the Bylaws of the Corporation, the holders of at
least fifty percent (50%) of the Series A Preferred Stock then outstanding,
shall be entitled to call a special meeting of the Board of Directors or
stockholders of the Corporation on such notice as is required by the Bylaws of
the Corporation for special meetings.

                           (3)      Quarterly Meeting. The Board of Directors
shall be required to meet at least once each calendar quarter at a location and
time that is convenient to all Directors.

                           (4)      Committee Appointments. The holders of the
Series A Preferred Stock shall have the right to appoint a Series A Designee to
each of the Executive and Audit Committees of the Board of Directors, if and
when constituted.

                  (b)      Special Voting Rights. So long as any shares of
Series A Preferred Stock are issued and outstanding, the Corporation shall not,
without the approval, by vote or written consent of the holders or a majority of
the Series A Preferred Stock then outstanding voting as a separate series:

                           (1)      amend its Certificate of Incorporation in
any manner that would alter or change any of the rights, preferences, privileges
or restrictions of the Series A Preferred Stock;

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                           (2)      reclassify any outstanding shares of
securities of the Corporation into shares having rights, preferences or
privileges senior or on a parity with the Series A Preferred Stock;

                           (3)      authorize or issue any additional Series A
Preferred Stock or any other stock having rights or preferences senior or on a
parity with the Series A Preferred Stock;

                           (4)      merge or consolidate, with or into any
corporation;

                           (5)      sell all or substantially all the
Corporation's assets in a single transaction or Series of related transactions;

                           (6)      liquidate or dissolve; or

                           (7)      amend the Corporation's Bylaws to alter any
rights of the holders of the Series A Preferred Stock.

         5.       Redemption.

                  (a)      Redemption Request. At any lime after the earlier of
(i) five business days after the date on which the Corporation sells, assigns,
transfers or refinances its working interests in Louisiana Stale Lease No. 16141
No.1 Well in Hell Hole Bayou, an exploration project located in Vermillion,
Louisiana, and receives net proceeds equal to at least Ten Million Dollars
($10,000,000), (ii) five business days after the date on which the Corporation
satisfies in full its obligations under those certain Promissory Notes in the
aggregate principal amount of Ten Million Dollars ($10,000,000) which it issued
to Lancer Offshore, Inc. and Michael Lauer in February 2002, or (iii) the third
anniversary of the initial issuance date of the Series A Preferred Stock, the
Corporation may, upon approval of its Board (assuming the recusal from any such
vote of all members of the Board elected by the Holders of the Series A
Preferred Stock pursuant to Section 4(a)(2) hereof), redeem all or a portion of
the outstanding shares of Series A Preferred Stock. The Corporation shall redeem
at the Redemption Price (as provided for in Section 5(b) below) that number of
shares of Series A Preferred Stock set forth in the minutes or written consent
of the Board approving such redemption on the date fixed for redemption therein
(the "Redemption Date"). If at any time, any holders of any other Series of
Preferred Stock or Common Stock of the Corporation have elected to have any of
their shares redeemed at the same time as outstanding shares of Series A
Preferred Stock are required to be redeemed hereunder, the Corporation shall pay
the applicable Redemption Price (as provided for in Section 5(b) below) on
shares of Series A Preferred Slack prior to any other payment on or redemption
of the Corporation's other classes of capital stock, including any other Series
of Preferred Stock or Common Stock.

                  (b)      Redemption Price. The redemption price per share of
Series A Preferred Stock (the "Redemption Price") shall be equal to the
Liquidation Preference thereof as described in Section 3(a) plus all accrued and
unpaid dividends thereon.

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                  (c)      Insufficient Funds. If the Corporation on any
Redemption Date does not have sufficient funds legally available to redeem the
shares of Series A Preferred Stock for which redemption is required pursuant to
Section 5(a) hereof, then it shall, prior to redeeming any other Series or class
of the Company's Preferred Stock or Common Stock, to the maximum lawful extent
redeem such shares of Series A Preferred Stock on a pro rata basis among the
Series A Preferred Stock stockholders in proportion to the number of shares held
by each of them, and shall redeem the remaining shares to be redeemed as soon as
sufficient funds are legally available.

                  (d)      Mechanics of Redemption. Each holder of outstanding
shares of Series A Preferred Stock shall promptly surrender the certificate or
certificates (or affidavit(s) of loss thereof) representing such shares to the
Corporation at the Corporation's principal executive office, and thereupon the
Corporation shall pay the portion of the Redemption Price for such shares to be
paid as described in Section 5(a) hereof in immediately available funds, by wire
transfer to an account designated by the holder of such shares or by certified
or bank check payable to the order of such holder. Each stock certificate
surrendered for redemption shall be canceled and retired.

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         Corporation of any class or series, then, upon the occurrence of any
subdivision, combination or stock dividend of such class or Series of stock, the
specific number of shares so referenced in this Certificate shall automatically
be proportionally adjusted to reflect the effect on the outstanding shares of
such class or Series of stock by such subdivision, combination or stock
dividend.

         7.       No Reissuance of Preferred Stock. No share or shares of Series
A Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
canceled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.

         SECOND: That such determination of the designation, preferences and the
relative, participating, optional or other rights, and the qualifications,
limitations or restrictions thereof, relating to the Series A Preferred Stock,
was duly made by the Board of Directors pursuant to the provisions of the
Articles of Incorporation of the Corporation, and in accordance with the
provisions of Section 78-1955 of the Nevada Revised Statutes.

         IN WITNESS WHEREOF, Stephen P. Harrington has caused this Designation
to be executed this ____ day of ____________, 200__.

                                            Continental Southern Resources, Inc.

                                            By: __________________________
                                                Stephen P. Harrington
                                                President

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