Certificate of Designation of Rights of Series G Incentive Preferred Shares
                                       Of
                          Aqua Vie Beverage Corporation

Pursuant to Section 151 (g) of Title 8 of the General Corporate Law of the State
of Delaware and Article V of the Articles of Incorporation, the Directors hereby
designate

    The voting powers, designations, preferences, rights and qualifications,
                        limitations and restrictions of:

                      "Series G Incentive Preferred Shares"

           And there is authorized to be issued 25,000 shares thereof
               with the following rights, terms and preferences:

     1.  Dividends.

         Right to Preferential Dividends.  Subject to the rights and preferences
of other  classes  or  series  of  Preferred  Shares,  the  Holders  of the then
outstanding  Series G Preferred Shares {except when there shall have been either
a  notification  of election for  conversion  by the Holders under Section 5(a),
hereunder,  or the conditions  shall have been fulfilled for a conversion by the
Company as  provided  in Section  5(b)  hereunder,  whether or not  notification
thereof has been made by the Company,  (unless the Company shall  expressly give
notice it elects not to require such conversion)}  shall be entitled to receive,
if,  when,  and as declared  by the Board,  out of any funds  legally  available
therefor,  a  non-cumulative  preference  of 10% on cash  dividends up to $80.00
maximum total  accumulated  dividends per Series G Preferred Share held thereby.
These dividends shall be payable,  when and as declared by the Board.  Dividends
on the Series G  Preferred  Shares  shall be  non-cumulative,  there shall be no
minimum  dividends,  and no rights  shall  accrue to the Holders of the Series G
Preferred  Shares in the event  that the  Company  shall  fail to declare or pay
dividends on the Series G Preferred  Shares,  whether or not the earnings of the
Company in that previous  fiscal year were  sufficient to pay such  dividends in
whole or in part. In the event that the number of outstanding Series G Preferred
Shares are adjusted by stock split,  reverse split, or other  corporate  action,
the preference stated herein shall be adjusted  accordingly.  The balance of any
such  dividends so declared  shall be  allocated  as between  Series G Preferred
Shares and Common Shares as if said Series G Preferred Shares had been converted
to Common Shares based on the Conversion  Ratio (as adjusted)  provided  herein,
and as to any other classes or series of Preferred Shares in accordance with the
rights and preferences thereof.

     2.  Liquidation Rights of Series G Preferred Shares.

         (a) Preference.  Subject to the rights and preferences of other classes
or series of Preferred Shares in the event of any liquidation,  dissolution,  or
winding-up of the Company, whether voluntary or involuntary,  {except when there
shall have been either a notification  of election for conversion by the Holders
under Section 5(a), hereunder, or the conditions shall have been fulfilled for a
conversion by the Company as provided in Section 5(b) hereunder,  whether or not

                                       1
<PAGE>

notification  thereof has been made by the  Company,  (unless the Company  shall
expressly give notice it elects not to require such  conversion)} the Holders of
the Series G Preferred Shares then outstanding  shall be entitled to be paid out
of the assets of the Company  available for  distribution  to its  shareholders,
whether such assets are  capital,  surplus,  or earnings,  before any payment or
declaration and setting apart for payment of any amount shall be made in respect
of the Common Stock, an amount equal to $80.00 per Series G Preferred Share held
thereby plus an amount equal to all declared and unpaid dividends thereon,  less
accumulated  total  dividends paid thereto (but not less than zero). If upon any
liquidation,  dissolution,  or winding up of the Company,  whether  voluntary or
involuntary,  the  assets  to be  distributed  to the  Holders  of the  Series G
Preferred   Shares  shall  be   insufficient  to  permit  the  payment  to  such
shareholders of the full preferential  amount aforesaid,  then all of the assets
of the Company to be distributed shall be distributed  ratably to the Holders of
the Series G Preferred Shares, subject to any rights or preferences of any other
classes or series of Preferred  Shares,  on the basis of the number of shares of
Series G Preferred Shares so held.

         (b) Payments to Common Stock. After the preferred payment of $80.00 per
Series G Preferred Share is made to Holders of the Series G Preferred Shares the
Holders of the Series G Preferred  Shares shall be entitled to share with Common
Shares,  based on the adjusted  conversion ratio of Preferred Series G Shares to
Common  Shares as if  converted,  and as to other Classes or Series of Preferred
Shares based on the conversion ratio of said Shares to Common as if converted or
as otherwise provided in the rights and designations thereof as may from time to
time be made by the Board of Directors,  all remaining  assets of the Company to
be distributed.

         (c) Effect of  Adjustments  of Shares.  In the event that the number of
outstanding  Series G  Preferred  Shares are  adjusted by stock  split,  reverse
split, or other corporate action, the preference stated herein shall be adjusted
accordingly.

         3. Merger, Consolidation.

         (a) Preference.  Subject to the rights and preferences of other classes
or series of  Preferred  Shares in the event of any merger or share  exchange of
the Company,  or a sale or other  disposition of all or substantially all of the
assets of the Company  {except when there shall have been either a  notification
of election for conversion by the Holders under Section 5(a), hereunder,  or the
conditions shall have been fulfilled for a conversion by the Company as provided
in Section 5(b) hereunder,  whether or not notification thereof has been made by
the Company,  (unless the Company shall  expressly  give notice it elects not to
require  such  conversion)}  the Holders of the Series G  Preferred  Shares then
outstanding shall be entitled to receive,  before any payment or declaration and
setting  apart for payment of any amount  shall be made in respect of the Common
Stock,  for each share of such Series G Preferred  Stock so held,  in cash or in
securities  (including,  without limitation,  debt securities) received from the
acquiring corporation,  at the closing of any such transaction,  an amount equal
to $80.00 per Series G Preferred Share, plus an amount equal to all declared and


                                       2
<PAGE>

unpaid dividends thereon, less total accumulated dividends paid thereto (but not
less than zero). In the event that the number of outstanding  Series G Preferred
Shares is adjusted by stock split, reverse split, or other corporate action, the
preference stated herein shall be adjusted accordingly

         (b) Remaining Proceeds.  Subject to the rights and preferences of other
classes or series of Preferred  Shares after the payment or  distribution to the
Holders of the Series G Preferred Shares of the full  preferential  amount,  the
Holders of the Series G Preferred Shares,  Holders of other Series or Classes of
Preferred Shares according to the Rights and Designations thereof and Holders of
Common Stock then  outstanding  shall be entitled to receive  ratably,  with all
Series G Preferred  Shares treated as if it had been converted into Common Stock
pursuant  to  Section 5 hereof,  all  remaining  proceeds  of the  Company to be
distributed.

         (c)  Valuation  of  securities  received  pursuant  to a merger,  share
exchange,  sale of substantially all the assets or similar  transaction.  In the
event that a transaction  occurs  pursuant to which non-cash assets are received
and to which this Section applies,  the assets received for the purposes of this
Section shall be valued as follows:

                  (i) If the assets  received are securities  that are listed on
         NASDAQ or an  exchange,  the value shall be deemed to be the 3 day high
         average  closing  price (or  average  between  bid/ask  if OTC) on such
         exchange or NASDAQ  over the 30 day period  prior to the closing of the
         transaction by which the securities are received.

                  (ii)  If the  assets  received  are of  readily  ascertainable
         market value, then that value shall be used.

                  (iii) If the assets are  unlisted  securities  or other assets
         that do not have a readily  ascertainable value, the Board of Directors
         in good faith will value said assets.

                  (iv) The fact that assets  exist which may require a valuation
         process as described  herein shall not delay closing the transaction by
         which the assets are being received.

         (d) Notice.  With respect to any transaction which involves a merger or
         exchange of shares,  or a sale of  substantially  all the assets not in
         the  ordinary  course of  business,  the  Series G  shareholders  shall
         receive not less than ten days notice of the  transaction and the terms
         and conditions thereof.

         4. Voting Rights.

         (a) Each Holder of Series G Preferred  Shares shall be entitled to vote
on all matters  including  election  of the Board of  Directors  and,  except as
otherwise expressly provided herein, shall be entitled to a vote equal to 32,000
Common Shares for each preferred  share  (adjusted for splits and  combinations)


                                       3
<PAGE>

increased proportionally as the Conversion Rate provided herein in Section 5 (c)
is adjusted from time to time.  Thus, if the  conversion  rate is increased by a
factor of 1.5, then the vote equivalent  provided by this subparagraph (a) would
be increased to 48,000 shares, and so on.

         (b) Unless otherwise  required by law, Series G Preferred  shareholders
and  Common   shareholders  shall  vote  together  on  all  matters  upon  which
shareholders are permitted to vote and not as separate  classes.  In those cases
where Series G Preferred  Shareholders are required by law to vote as a separate
class, the vote required by said class for approval of the proposed action shall
be a simple majority of the class.

         (c) Voting rights shall be adjusted in the event of adjustments in
the Conversion Ratio,  except that increases or reductions that apply equally to
Series G Preferred  Shares and Common Shares shall not cause an adjustment to be
made.

         5. Conversion.

The  Company  and the  Holders  of  Series G  Preferred  Shares  shall  have the
following conversion rights:

         (a) Right to Convert.  Each share of Series G Preferred Shares shall be
convertible,  if there shall be sufficient Common Shares authorized and issuable
therefor at the option of the Holder as follows:  all Series G Preferred  Shares
held by the Holder may be  converted  at any time after June 30, 2003 into fully
paid and non assessable  shares of Common Stock at the Conversion Rate set forth
in Section 5(c) hereunder (as adjusted).

         (b)  Automatic Conversion at Election of Company.
              --------------------------------------------

              (i)  Each share of Series G Preferred  Shares shall  automatically
                   at the  election of the Company be  converted  into shares of
                   Common Stock based on the then effective  Conversion Rate set
                   forth in Section 5(c)  hereunder  (as adjusted) if any one of
                   the  following  shall  occur:  (A) The  Holders of 51% of the
                   Series G Preferred  Shares  outstanding  have given notice of
                   election to convert as provided  herein in Section 6; (B) The
                   Board of Directors of the Company  shall have approved a plan
                   of reorganization, exchange, merger or consolidation to which
                   the Company is a party, or an acquisition of the Company; (C)
                   Immediately  upon  the  closing  of  an  underwritten  public
                   offering  pursuant  to an  effective  registration  statement
                   under the Securities Act of 1933, as amended, with respect to
                   the Common Stock of the Company  (including shares registered
                   by selling Series G Preferred  shareholders) where the amount
                   of such securities sold is $10,000,000. or more; (D) When the
                   Company shall have a net worth of  $10,000,000  or more;  (E)
                   After the Common  Shares shall have been listed on NASDAQ for
                   a period of not less than three months.

                                       4
<PAGE>

             (ii)  Upon  the  occurrence  of  any  of the  events  specified  in
                   paragraph  5(b)(i) and the election (if applicable)  being so
                   made by the  Company,  the  outstanding  shares  of  Series G
                   Preferred Shares shall be converted automatically without any
                   further  action by the  Holders  of such  Series G  Preferred
                   Shares and whether or not the certificates  representing such
                   Series G Preferred  Shares are  surrendered to the Company or
                   its transfer agent;  provided however, that the Company shall
                   not be obligated to issue certificates  evidencing the shares
                   of Common  Stock  issuable  upon the  conversion  unless  the
                   certificates  evidencing  such Series G Preferred  Shares are
                   either delivered to the Company or its transfer agent, or the
                   Holder  notifies the Company or its transfer  agent that such
                   certificates have been lost, stolen or destroyed and executes
                   an agreement  satisfactory  to the Company to  indemnify  the
                   Company from any loss incurred by it in connection  with such
                   certificates. The conversion shall be deemed to have occurred
                   immediately  prior to the  business day on which the Series G
                   certificates  are to be surrendered,  and the person entitled
                   to receive the Common shares upon such a conversion  shall be
                   deemed a Common Shareholder of record as of that date.

         (c) Conversion Rate,  adjustments.  Except as provided elsewhere herein
for  adjustment of conversion  based on share price,  recapitalization  or other
factors,  the Conversion  Rate is 8,000 Common Shares for One Series G Preferred
Share.  The Conversion  Rate shall be subject to adjustment from time to time as
provided below;  no adjustment  shall apply after a Series G Preferred Share has
been converted.  Notwithstanding  any other provision  herein,  whichever method
hereunder  which  provides  the  maximum  conversion  for the  Holder  shall  be
utilized.

         (d) Mechanics of Conversion.  Each Holder of Series G Preferred  Shares
who desires to convert the same into shares of Common Stock shall  surrender the
certificate,  duly  endorsed,  at the office of the  Company or of any  transfer
agent for the Series G Preferred  Shares or Common Stock, and shall give written
notice to the Company at such office that such Holder elects to convert the same
and shall state therein the number of shares of Series G Preferred  Shares being
converted. Thereupon the Company shall promptly issue and deliver to such Holder
a certificate or certificates  for the number of shares of Common Stock to which
such  Holder  is  entitled.  Such  conversion  shall be deemed to have been made
immediately  prior to the close of business on the date of such surrender of the
certificate  representing the Series G Preferred Shares to be converted, and the
person  entitled  to  receive  the  shares of Common  Stock  issuable  upon such
conversion shall be treated for all purposes as the record Holder of such shares
of Common Stock on such date.

                                       5
<PAGE>

         (e) Adjustment for Stock Splits and Combinations. If the Company at any
time or from time to time effects a subdivision of the outstanding Common Stock,
the Conversion Rate then in effect  immediately before that subdivision shall be
proportionately  increased,  and conversely,  if the Company at any time or from
time to time  combines  the  outstanding  shares of Common  Stock into a smaller
number of shares,  the  Conversion  Rate then in effect  immediately  before the
combination  shall be  proportionately  decreased.  Any  adjustment  under  this
subsection  (e) shall become  effective at the close of business on the date the
subdivision or combination  becomes  effective.  Subdivisions or combinations of
Series G Preferred  Shares  shall be similarly  considered  to compute the final
adjustment to the Conversion Rate to reflect stock splits and combinations.

         (f) Adjustments for Reclassification, Exchange and Substitution. In the
event that at any time or from time to time,  the Common Stock issuable upon the
conversion  of the  Series G  Preferred  Shares  is  changed  into the same or a
different  number  of  shares  of any class or  classes  of  stock,  whether  by
recapitalization,  reclassification  or otherwise  (other than a subdivision  or
combination of shares or stock dividend or a reorganization, merger, exchange of
shares, or sale of assets,  provided for elsewhere in this Section), then and in
any such event each  Holder of Series G  Preferred  Shares  shall have the right
thereafter  to convert such stock into the kind and the maximum  amount of stock
and  other  securities  and  property  receivable  upon  such  recapitalization,
reclassification  or other  change,  by Holders  of shares of Common  Stock into
which  such  shares of  Series G  Preferred  Shares  could  have been  converted
immediately  prior to such  recapitalization,  reclassification  or change,  all
subject to further adjustment as provided herein.

         (g) Reorganizations,  Mergers, Consolidations or Sales of Assets. If at
any time or from time to time  there is a capital  reorganization  of the Common
Stock (other than a recapitalization, subdivision, combination, reclassification
or exchange of shares  provided for  elsewhere  in this  Section) or a merger or
exchange of shares of the Company with or into another corporation,  or the sale
of all or substantially all of the Company's  properties and assets to any other
person, then as a part of such  reorganization,  merger,  consolidation or sale,
provision  shall be made so that the  Holders of the Series G  Preferred  Shares
shall have the right  thereafter to convert such stock into the number of shares
of stock or other  securities  or  property  to which a Holder of the  number of
shares of Common Stock  deliverable  upon conversion would have been entitled on
such capital reorganization,  merger, consolidation,  or sale. In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section with respect to the right of the Holders of the Series G Preferred
Shares after the reorganization,  merger,  consolidation or sale to the end that
the provisions of this Section (including adjustment of the Conversion Rate then
in effect and the number of shares  receivable  upon  conversion of the Series G
Preferred  Shares)  shall  be  applicable  after  that  event  and be as  nearly
equivalent as may be practicable.

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<PAGE>


         (h)  Fractional  Shares.  Series G  Preferred  Shares  may be issued in
fractional amounts.

         (i) Reservation of Stock Issuable Upon Conversion. The Company shall at
all times reserve and keep available out of its  authorized but unissued  shares
of Common  Stock,  solely for the purpose of  effecting  the  conversion  of the
shares of the  Series G Shares,  such  number of its  shares of Common  Stock as
shall  from  time  to  time  be  sufficient  to  effect  the  conversion  of all
outstanding shares of the Series G Preferred Shares that shall be convertible at
that time;  and if at any time the number of authorized  but unissued  shares of
Common  Stock  shall not be  sufficient  to effect  the  conversion  of all then
outstanding  shares of the Series G Preferred Shares, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized  but unissued  shares of Common Stock to such number of shares as
shall be sufficient for such purpose. Should this action require the affirmative
vote of the  Holders of Series G Preferred  Shares,  whether as a Class or voted
with Common  Shares,  said Holders of Series G Preferred  Shares shall be deemed
solely  for this  purpose  to have  consented  thereto,  and  shall be deemed to
irrevocably constituted management of the Company as their proxy and attorney in
fact solely for this  purpose to execute  such  documents  as may be required to
effect this consent.

         (j)  Adjustment Based on Market Success.
              ----------------------------------

              (i) In the event  that  Common  Shares  shall  have had an average
price as defined  hereunder of $ .04 per Common Share, then at said time and for
each $.04  increase  thereover,  beginning at the per Common Share price of $.04
but not over $2.40 per Common Share, then the amount of Common Shares into which
these Series G Preferred Shares may be converted shall increase by 5%.

              (ii) The average  price  shall be computed by the average  between
the bid and ask price of the Common Shares for a period of ten days prior to the
conversion request on such markets as the Common Shares may be regularly traded,
and if there is more than one market, then the average of the markets upon which
75% or more of the Common Shares are traded; if the Common Shares shall not have
been  trading  during said 10 day period,  for  regulatory  reasons or any other
reason,  then the ten day prior period in which such  trading did occur,  or the
last placement  price of $200,000 or more of the Common Shares,  or in the event
of an  acquisition  or merger,  the merger or  acquisition  price,  whichever is
higher.  The  average  price  shall be adjusted in the event that there shall be
recapitalizations such as a share split.

         (k)   Adjustment for below-market issuances and performance
               -----------------------------------------------------

              (i) The conversion rate shall be  proportionately  adjusted upward
              from  time to  time  for  below-market  issuance  and  performance
              relative to the  adjustments  provided in (1)(a)(b)  hereunder and
              $.02.share,  the  average  market  price of traded  common  shares


                                       7
<PAGE>

              immediately prior hereto. Accordingly,  the amount of shares in to
              which these  shares may be  converted  by the holder  hereon shall
              proportionately increase under the following conditions:

                  (a)  In the event of an  issuance  of common  shares or shares
                       convertible into common shares (common share equivalents)
                       to any person not in the immediately family of the Holder
                       hereof,   or  an  entity   affiliated   therewith  for  a
                       consideration  of $. 02/common share (adjusted for splits
                       and  combinations) or less (or equivalent in the event of
                       an issuance of instruments  convertible into, measured by
                       or otherwise tied in to common shares), for a transaction
                       where the consideration is valued at $200,000 or more; or
                       if

                  (b)  The average  closing price for the 20 days trading period
                       of  the  common   shares  prior  to  the  date  that  the
                       conversion  rate  is  determined  is a  price  less  than
                       $.02/common share (adjusted for splits and combination) ;

              (ii) In no event  shall the  conversion  rate be less  than  8,000
              common  shares for one  preferred  share  (adjusted for splits and
              combination).  In the event  however  that  there  shall have been
              either an  issuance  subject  to (a)  above,  or a  closing  price
              subject to (b) above,  then  whichever  circumstance  provides the
              proportionately  greater  conversion  rate  shall  be  applied  to
              determine what the conversion rate may be at a particular time and
              from  time to  time,  whenever,  to  determine  voting  rights  or
              conversion rights, it shall be considered  necessary by the Holder
              hereof to calculate  conversion rights. The proportional  increase
              shall be a multiple  defined by the  fraction  whose  numerator is
              $.02/share,  and whose  denominator is price  calculated per share
              under section  (1)(a)(b) above.  {For example,  if at a particular
              date,  the conversion  rate is sought to be determined  under this
              Subparagraph  (c), there has been a transaction under (i)(a) for a
              common share equivalent  price of $.01/share,  the conversion rate
              under  this  paragraph  would  be two  times  the  8,000  provided
              elsewhere; if $.015, then 1.5 times the 8,000 times, and so forth.
              In like fashion,  if the market price under (i)(b) were $.01/share
              (as  adjusted),  for  the 20 day  period  prior  to the  date  the
              conversion  rate is sought to be determined,  the conversion  rate
              would be two times 8,000; if the market price was $.015,  then the
              conversion  rate  would be 1.5 time 8,000 and so on. As an example
              of an  adjustment,  if there were a 10 for 1 combination of common
              shares with respect to outstanding common shares,  then the prices
              at  which  this  adjustment  would  occur  would be 10  times,  or
              $.20/share (or share  equivalent) under (i)(a) or (i)(b) above. If
              on the other hand there were a split over all  outstanding  common
              shares or 10 to 1, then the  adjustment  prices  under (a) and (b)
              would begin at $.002/shares or share equivalent.

                                       8
<PAGE>

              (iii) The adjustments  provided  hereunder shall be in addition to
              any adjustments provided elsewhere in this Designation,  and shall
              be  calculated  at the  option of the  Holder at any time and from
              time to time he may determine for any purpose.

              (ii) Adjustment  provided under this subparagraph  shall always be
              calculated  to provide  the  maximum  conversion  rate which would
              arise hereunder.

         6. Registration Rights

         (a) At any time  after  Series  G  Preferred  Shares  shall  have  been
converted  into  Common  Shares at the  election  of the  Company as provided in
Section  5(b)  and the  Company  shall  have  exercised  its  right  to  require
conversion thereunder, or if the Holders of a majority of the Series G Preferred
Shares shall have given notice of election for Conversion as provided in Section
5(a),  the Holders of a majority  of the Series G  Preferred  Shares may request
"piggyback' registration of the Common Shares in conjunction with a registration
planned by the Company subject to underwriter approval.

       (b) Upon such a request  being made by the  Holders of a majority  of the
Series G Preferred Shares,  the Company will notify all of the remaining Holders
of Series G Preferred  Shares as well as all Holders of Common  Shares who shall
have  previously  converted  Series G Preferred  Shares  (but not the  successor
thereof if by sale), and they shall be deemed to have requested the registration
and shall be fully subject thereto.

       (c) The  Company  will use its best  efforts  to  effect a single  public
registration on the appropriate form available  thereto of all converted shares.
The Company will be under no obligation to secure an underwriter or other seller
for the shares  and sales of shares  after the  registration  will be solely the
responsibility of the Holder thereof.

        (d) To the  extent  required  to  effect  the  registration,  converting
shareholders shall fully cooperate with the Company and its counsel.  Failure to
cooperate will entitle the Company to exclude a Holder from the registration.

         (e)  Subject  to the  provisions  of Form S-8 the Holder and such other
persons as would be entitled under Form S-8 to require a registration hereunder,
may at any time  require the Company to register  all or a portion of the common
shares which may be subject to  conversion  of these Series G Preferred  Shares,
which are issued as employee  benefit  shares to the original  Holder,  or these
preferred shares, if applicable, and to maintain such Registration as effective,
subject  to such  requirements  of the  Securities  Act of 1933 and  regulations
issued thereunder which would require such a registration to be suspended.

                                       9
<PAGE>


         7. Effect of Issuance of other Series of Preferred Shares

         (a) Nothing  contained  in this  designation  of rights shall limit the
ability of the Company to authorize  and issue other Series of Preferred  Shares
or other classes of Preferred  Shares with rights or preferences that are senior
to these  Series G  Preferred  Shares  or that  limit or  reduce  the  rights or
preferences of these Series G Preferred  Shares.  In the event that other Series
or Classes of  Preferred  Shares are  authorized  and issued,  unless  otherwise
provided in the  designation  of rights of said other  Series or Classes,  these
Series G  Preferred  Shares  shall vote on all matters  based on the  conversion
rates adjusted into common shares provided herein, and said such other preferred
shares shall have such voting rights as is provided in the designation  thereof;
in all  votes  for the  Board  of  Directors,  or any  other  matters  in  which
shareholders may vote, all Common Shareholders,  and all Preferred  Shareholders
shall vote  together,  and Preferred  Shares will have the weight based on their
conversion  into  common.  There  shall  be no class  votes  of  these  Series G
Preferred Shares unless said vote is non-waivable and is required by law.

         (b)  Unless  otherwise  provided  in  the  designation  of  rights  and
preferences  of other  preferred  shares,  any  preferences  of  these  Series G
Preferred  Shares  shall be ratable  with other  series or classes of  Preferred
Shares that may have been or be hereafter designated.


         8. Employee Benefit not subject to Creditors Claims.

             (i)  These  preferred  shares  shall not be subject to  attachment,
                  sale or seizure by any creditor of the original  Holder or any
                  person  claiming  thereunder,  or any  member of his family as
                  Holder and should any such  person  attempt any such action it
                  or they shall  acquire no rights  hereunder or any rights as a
                  shareholder.  The only person who may assert any rights  under
                  these employee  benefit shares is the original Holder , or his
                  immediate  family,  or such  person  as to whom he or they may
                  voluntarily transfer or assign such rights.

            (ii)  These limitations are imposed as a condition on the incentives
                  being provided by the company,  it being  determined  that the
                  possibility  or actuality or seizure or  involuntary  transfer
                  would not be in the  interest of the Company in its  intention
                  to provide a continuing incentive to the Holder to perform for
                  the Company.

                                      Dated this  5th day of June 2002,

                                      by:
                                           -----------------------------
                                           Thomas Gillespie, President


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