DEAN HELLER                                FILED # C13989-04
Secretary of State                         JAN 26 2005
204 North Carson Street, Suite 1           IN THE OFFICE OF
Carson City, Nevada 89701-4299             /s/ DEAN HELLER
(775) 684 5708                             DEAN HELLER,
Website: secretaryofstate.biz              SECRETARY OF STATE

Certificate of Designation
 (PURSUANT TO NRS 78.1955)

Important Read attached instructions          ABOVE SPACE IS FOR OFFICE USE ONLY
before completing form.

                           Certificate of Designation
              -----------------------------------------------------
                         Corporations For Nevada Profit
                         ------------------------------
                            (PURSUANT TO NRS 78.1955)


1.   Name of corporation:
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     MARMION INDUSTRIES CORP.
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2.   By  resolution  of  the  board  of directors pursuant to a provision in the
     articles  of  incorporation,  this  certificate  establishes  the following
     regarding  the  voting  powers,  designation,  preferences,  limitations,
     restrictions and relative rights of the following class or series of stock:
--------------------------------------------------------------------------------
     Series B Preferred Stock, to consist of 30,000,000 shares:

1.   Dividends.  Except as provided herein, the holders of outstanding shares of
     the  Series  B  Preferred Stock shall be entitled to receive cash, stock or
     other  property,  as  dividends,  when, as, and if declared by the Board of
     Directors  of the Company. If shares of the Series B Preferred Stock or the
     common  stock  of  the  Company (the "Common  Stock") are to be issued as a
     dividend,  any  such shares shall be issued at Market Value. "Market Value"
     for  the  Common  Stock  for the purpose of this Certificate of Designation
     shall  mean  the average of the bid and ask prices for the Common Stock for
     the five business days preceding the declaration of a dividend by the Board
     of  Directors.  "Market  Value"  with respect to any shares of the Series B
     Preferred  Stock  shall  be  as determined by the Board of Directors, whose
     decision  shall  be  final  and  binding  on  all  parties.
     [CONTINUATION  ATTACHED]
--------------------------------------------------------------------------------

3. Effective date of filing (optional):
                                       -----------------------------------------
                                        (must not be later than 90 days
                                        after than certificate is filed)

4. Officer Signature (required):  /s/ illegible
                                 -----------------------------------------------


Filing Fee: $175.00

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

SUBMIT IN DUPLICATE

This form must be accompanied by                      Nevada Secretary of
appropriate fees. See attached fee schedule.


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                                  CONTINUATION
                       FOR THE CERTIFICATE OF DESIGNATION
                      ESTABLISHING SERIES B PREFERRED STOCK
                           OF MARMION INDUSTRIES CORP.

     2     Liquidation  Rights.  Upon the dissolution, liquidation or winding up
           -------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series B Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company the sum of $0.0001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on the Common Stock, or
any  other  class of capital stock of the Company ranking junior to the Series B
Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the  Company  for purposes of this Paragraph 2, but the merger,
consolidation,  or  other  combination  of  the  Company  into or with any other
corporation,  or  the  merger,  consolidation, or other combination of any other
corporation  into  or  with  the  Company,  shall  not  be deemed a dissolution,
liquidation  or  winding  up,  voluntary  or  involuntary,  for purposes of this
Paragraph  2.  As  use herein, the "merger, consolidation, or other combination"
shall  include,  without  limitation, a forward or reverse triangular merger, or
stock  exchange  of  the  Company  and  any  of  its subsidiaries with any other
corporation.

          (b)     After  the  payment  to  the holders of shares of the Series B
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 2 for
shares  of  the  Series B Preferred Stock, the holders of the Series B Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders of the Series B Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 2, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series B
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series  B  Preferred  Stock,  ratably,  in  proportion  to the full distributive
amounts  for  which  holders of all such parity shares are respectively entitled
upon  such  dissolution,  liquidation  or  winding  up.

     3     Conversion  of Series  B  Preferred Stock. At any time, the holder of
           ----------------------------------------
shares  of  the  Series B Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series B Preferred Stock into
shares of the Common Stock.  Such right to convert shall commence as of the date
the  shares  of  such  Series  B  Preferred Stock are issued to such holder (the
"Issue  Date")  and  shall  continue  thereafter  for a period of 10 years, such
period  ending on the 10th anniversary of the Issue Date.  In the event that the
holder of the Series B Preferred Stock elects to convert such shares into Common
Stock,  the  holder  shall have 60 days from the date of such notice in which to
tender  his  shares  of  Series  B  Preferred  Stock  to  the Company.  Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

          (a)     Conversion  Right.  Subject  to adjustment as provided herein,
                  -----------------
each  share  of the Series B Preferred Stock shall be convertible into 100 fully
paid  and  nonassessable  shares  of  the  Common Stock (the "Conversion Rate").

          (b)     Adjustment  of  Conversion Rate for Dilution and Other Events.
                  -------------------------------------------------------------
In  order  to prevent dilution of the rights granted to the holders of shares of
the  Series B Preferred Stock, the Conversion Rate will be subject to adjustment
from  time  to  time  as  follows:

               (i)     Adjustment  of  Conversion  Rate  upon  Subdivision  or
                       -------------------------------------------------------
Combination  of  the  Common  Stock.  If  the Company at any time subdivides the
       ----------------------------
Common Stock (by any stock split, stock dividend, recapitalization or otherwise)
into a greater number of shares, the Conversion Rate in effect immediately prior
to such subdivision will be proportionately reduced.  If the Company at any time
combines  the  Common  Stock  (by combination, reverse stock split or otherwise)
into a smaller number of shares, the Conversion Rate in effect immediately prior
to  such  combination  will  be  proportionately  increased.


<PAGE>
               (ii)     Reorganization, Reclassification, Consolidation, Merger,
                        --------------------------------------------------------
or Sale.  Any recapitalization, reorganization, reclassification, consolidation,
-------
merger,  or  other  similar  transaction  which  is  effected in such a way that
holders  of  the  Common  Stock are entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities  or  assets  with  respect to or in
exchange  for  the  Common  Stock  is referred to herein as an "Organic Change."
Prior  to  the  consummation  of  any  Organic  Change,  the  Company  will make
appropriate  provision,  in  form and substance satisfactory to the holders of a
majority  of  the  outstanding shares of the Series B Preferred Stock, to ensure
that  each  of  the  holders  of  shares  of  the  Series B Preferred Stock will
thereafter  have  the right to acquire and receive in lieu of or in addition to,
as  the  case  may  be,  the  shares of the Common Stock immediately theretofore
acquirable  and  receivable  upon  the  conversion  of  such  holder's  Series B
Preferred  Stock, such shares of stock, securities or assets as may be issued or
payable  with  respect  to or in exchange for the number of shares of the Common
Stock  immediately  theretofore acquirable and receivable upon the conversion of
such holder's shares of the Series B Preferred Stock had such Organic Change not
taken  place.  In any such case, the Company will make appropriate provision, in
form  and substance satisfactory to the holders of a majority of the outstanding
shares of the Series B Preferred Stock, with respect to such holders' rights and
interests  to  ensure  that  the provisions of this paragraph and paragraph 3(c)
below  will  thereafter  be  applicable  to  the  Series B Preferred Stock.  The
Company  will  not effect any such consolidation or  merger, unless prior to the
consummation  thereof  the successor entity resulting from such consolidation or
merger,  if  other than the Company, assumes, by written instrument, in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the Series B Preferred Stock, the obligation to deliver to each holder of shares
of  the  Series B Preferred Stock such shares of stock, securities or assets as,
in accordance with the foregoing provisions, that such holder may be entitled to
acquire.

               (iii)     Notices.  Immediately  upon  any  adjustment  of  the
                         -------
Conversion Rate, the Company will give written notice of such adjustment to each
holder  of  shares  of the Series B Preferred Stock, setting forth in reasonable
detail and certifying the calculation of such adjustment.  The Company will give
written notice to each holder of shares of the Series B Preferred Stock at least
20  days  prior  to  the  date  on which the Company closes its books or takes a
record  with  respect  to any dividend or distribution upon the Common Stock, or
with  respect to any pro rata subscription offer to holders of the Common Stock.
The Company will also give written notice to each holder of shares of the Series
B  Preferred  Stock  at  least  20  days  prior to the date on which any Organic
Change,  dissolution  or  liquidation  will  take  place.

          (c)     Purchase Rights.  If at any time the Company 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 the Common Stock
(the  "Purchase  Rights"),  then each holder of shares of the Series B Preferred
Stock  will  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 the Common Stock acquirable upon
complete  conversion  of  the  holder's  shares  of the Series B 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 the Common Stock are to be determined for the grant,
issue  or  sale  of  such  Purchase  Rights.

          (d)     Mechanics  of  Conversion.  To  convert shares of the Series B
                  -------------------------
Preferred  Stock  into  full  shares  of  the  Common  Stock  on  any  date (the
"Conversion  Date"),  the  holder  thereof  shall  (i)  deliver  or  transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Eastern Time,
on  the  Conversion Date, a copy of a fully executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------
surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares of the Series B Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft  or  destruction  thereof,  and the originally executed Conversion Notice.
Upon  receipt  by  the  Company  of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion  Notice  to  such holder.  Within five business days of the Company's
receipt  of the originally executed Conversion Notice and the holder's Preferred
Stock  Certificate(s), the Company shall issue and surrender to a common carrier
for  overnight  delivery to the address as specified in the Conversion Notice, a
certificate,  registered  in  the  name  of  the holder or its designee, for the
number  of  shares  of  the  Common  Stock  to  which  the  holder  is entitled.


<PAGE>
          (e)     Record  Holder.  The  person  or  persons  entitled to receive
                  --------------
shares  of  the  Common Stock issuable upon conversion of shares of the Series B
Preferred  Stock  shall  be  treated  for  all  purposes as the record holder or
holders  of  such  shares  of  the  Common  Stock  on  the  Conversion  Date.

          (f)     Fractional Shares.  The Company shall not be required to issue
                  -----------------
any  fraction of a share of the Common Stock upon any conversion.  All shares of
the  Common Stock, including fractions thereof, issuable upon conversion of more
than  one share of the Series B Preferred Stock shall be aggregated for purposes
of determining whether the conversion would result in the issuance of a fraction
of  a share of the Common Stock.  If, after such aggregation, the issuance would
result  in  the  issuance  of  a  fraction  of it share of the Common Stock, the
Company  shall  round such fraction of a share of the Common Stock up or down to
the  nearest  whole  share.

          (g)     Reissuance  of  Certificates.  In the event of a conversion of
                  ----------------------------
less  than  all  of  the shares of the Series B Preferred Stock represented by a
particular  Preferred  Stock Certificate, the Company shall promptly cause to be
issued and delivered to the holder of such Series B Preferred Stock a new Series
B  Preferred Stock Certificate representing the remaining shares of the Series B
Preferred  Stock  which  were  not  corrected.

     4     Reservation  of  Shares.  The  Company  shall,  so long as any of the
           -----------------------
shares  of  the  Series  B  Preferred  Stock  are  outstanding, reserve and keep
available  out of its authorized and unissued shares of the Common Stock, solely
for  the  purpose  of  effecting  the  conversion  of the shares of the Series B
Preferred  Stock, the number of shares of the Common Stock as shall from time to
time  be sufficient to affect the conversion of all of the outstanding shares of
the  Series  B  Preferred  Stock.

     5     Preferred Status.  The rights of the shares of the Common Stock shall
           ----------------
be  subject to the preferences and relative rights of the shares of the Series B
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series B Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series B Preferred
Stock  in  respect  of the preferences as to distributions and payments upon the
liquidation,  dissolution and winding up of the Company described in Paragraph 2
above.

     6     Restriction  on  Dividends.  If  any shares of the Series B Preferred
           --------------------------
Stock  are outstanding, the Company shall not, without the prior written consent
of  the holders of not less than two-thirds (2/3) of the then outstanding shares
of the Series B Preferred Stock, directly or indirectly declare, pay or make any
dividends  or other distributions upon any of the Common Stock.  Notwithstanding
the  foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as  the  Company  simultaneously  pays  each  holder  of  shares of the Series B
Preferred  Stock  an  amount  in cash equal to the amount such holder would have
received  had  all  of such holder's shares of the Series B Preferred Stock been
converted  to shares of the Common Stock on the business day prior to the record
date  for  any  such  dividend.

     7     Vote to Change the Terms of the Series B Preferred Stock. Without the
           -------------------------------------------------------
prior  written  consent  of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series B Preferred Stock, the Company shall not amend,
alter,  change or repeal any of the powers, designations, preferences and rights
of  the  Series  B  Preferred  Stock.

     8     Lost or Stolen Certificates.  Upon receipt by the Company of evidence
           ---------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  shares  of  the Series B Preferred
Stock,  and,  in  the case of loss, theft or destruction, of any indemnification
undertaking  or  bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock  Certificate(s),  the  Company  shall  execute  and  deliver  new Series B
Preferred  Stock  Certificate(s)  of like tenor and date; provided, however, the
Company shall not be obligated to re-issue Series B Preferred Stock Certificates
if  the  holder  thereof  contemporaneously requests the Company to convert such
shares  of  the  Series  B  Preferred  Stock  into  the  Common  Stock.

     9     Voting.  On  all  matters  submitted  to a vote of the holders of the
           ------
Common Stock, including, without limitation, the election of directors, a holder
of  shares  of  the  Series B Preferred Stock shall be entitled to the number of
votes  on  such  matters equal to the number of shares of the Series B Preferred
Stock held by such


<PAGE>
holder multiplied by the number of shares of the Common Stock each such share of
the  Series  B  Preferred  Stock  shall then be convertible into pursuant to the
terms  Paragraph  2  hereof.


<PAGE>
                                  ATTACHMENT A
                            MARMION INDUSTRIES CORP.
                                CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation  Establishing  Series B Preferred Stock of Marmion Industries Corp.,
the  undersigned  hereby  elects  to  convert  the  number of shares of Series B
Preferred  Stock,  par  value $0.001 per share, of Marmion Industries Corp. (the
"Company") indicated below into shares of the Common Stock, par value $0.001 per
share  (the  "Common  Stock"),  of  the  Company,  by  tendering  the  stock
certificate(s)  representing  the  share(s)  of  the  Series  B  Preferred Stock
hereinafter  described  as  of  the  date  specified  below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned upon conversion of shares of the Series B Preferred Stock may not be
sold,  pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration is not required.  A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series B Preferred Stock:

            THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  OR
            DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
            BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
            AMENDED,  OR  THE  SECURITIES LAW OF ANY STATE. WITHOUT
            SUCH  REGISTRATION,  SUCH  SECURITIES  MAY NOT BE SOLD,
            PLEDGED,  HYPOTHECATED  OR OTHERWISE TRANSFERRED EXCEPT
            UPON  DELIVERY  TO THE COMPANY OF AN OPINION OF COUNSEL
            SATISFACTORY  TO  THE  COMPANY THAT REGISTRATION IS NOT
            REQUIRED  FOR  SUCH  TRANSFER  OR THE SUBMISSION TO THE
            COMPANY  OF  SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY
            TO  THE  COMPANY  TO  THE EFFECT THAT ANY SUCH TRANSFER
            SHALL  NOT  BE  IN  VIOLATION  OF THE SECURITIES ACT OF
            1933,  AS  AMENDED, THE SECURITIES LAW OF ANY STATE, OR
            ANY  RULE  OR  REGULATION  PROMULGATED  THEREUNDER.

Date  of  Conversion:
                     ---------------------------
Number  of  shares  of  the  Series  B  Preferred  Stock  to  be  converted:

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

Stock  certificate  no(s).  of  the shares of the Series B Preferred Stock to be
converted:

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

Conversion  Rate:
                 -------------------------------

Number  of  shares  of  the  Common  Stock  to  be  issued:

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

Name  in  which  shares  of  the  Common  Stock  are  to  be  issued:

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


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Signature


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Printed  Name  and  Address


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