NUTEK INC.

                   CERTIFICATE OF THE POWERS, DESIGNATIONS,
                         PREFERENCES AND RIGHTS OF THE
              SERIES A CONVERTIBLE PARTICIPATING PREFERRED STOCK,
                           PAR VALUE $.001 PER SHARE

            PURSUANT TO SECTION NRS 78.195, 78.1955, AND 78.207 OF THE
                   GENERAL CORPORATION LAW OF THE STATE OF NEVADA


          The following resolution was duly adopted by the Board of Directors
Of Nutek Inc., a Nevada corporation (the "Company"), pursuant to the provisions
Of NRS 78.195, 78.1955 and 78.207, of the General Corporation Law of the State
of Nevada by the unanimous written consent of the Board of Directors:

          WHEREAS, the Board of Directors of the Company is authorized, subject
to limitations prescribed by law and the provisions of the Certificate of
Incorporation (as defined below) of the Company, to provide for the issuance of
all or any of the shares of Preferred Stock, par value $.001 per share, in one
or more series, and by filing a certificate pursuant to the applicable law of
the State of Nevada, to establish from time to time the number of shares to be
included in each such series, and to fix the powers, designation, preferences
and relative, participating, optional or other special rights of the shares of
each such series and the qualifications or restrictions thereof; and

          WHEREAS, it is the desire of the Board of Directors, pursuant to its
authority as aforesaid, to authorize and fix the terms of a series of preferred
stock and the number of shares constituting such series.

          NOW, THEREFORE, BE IT RESOLVED that, pursuant to the authority
expressly granted to the Board of Directors of the Company by the Certificate
of Incorporation of the Company, and pursuant to 78.195, 78.1955 and 78.207, of
the General Corporation Law of the State of Nevada, there be created from the
20,000,000 shares of Preferred Stock, par value $.001 per share (the "Preferred
Stock"), of the Company authorized to be issued pursuant to the Certificate of
Incorporation, a series of Preferred Stock consisting of 1,000,000 shares of
Series A Convertible Participating Preferred Stock (the "Series A Preferred
Stock"), the voting powers, designations, preferences and relative,
participating, optional or other special rights of which, and qualifications,
limitations or restrictions thereof, shall be as follows:

          1.   Definitions.  As used herein, the following terms shall have the
following meanings:

               1.1  "Affiliate" shall mean, with respect to any Person, any
other Person that, directly or indirectly, controls, is controlled by, or is
under common control with, such first Person. For the purpose of this
definition, "control" shall mean, as to any Person, the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

               1.2  "Board of Directors" shall mean the Board of Directors of
the Company, as constituted from time to time.

               1.3  "Business Day" shall mean any day that is not a Saturday, a
Sunday or a day on which banking institutions are not required to be open in
Nevada.

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               1.4  "Certificate of Incorporation" shall mean the Amended and
Restated Certificate of Incorporation of the Company, as amended through the
date hereof.

               1.5  "Closing Price" of the Common Stock as of any day, means
(i) the last reported sale price of such stock (regular way) or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, in either case as reported on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or (ii) if
the Common Stock is not listed or admitted to trading on any national
securities exchange, the last reported sale price or, in case no such sale
takes place on such day, the average of the highest reported bid and lowest
reported asked quotation for the Common Stock, in either case reported on the
National Association of Securities Dealers, Inc. Over the Counter Bulletin
Board System ("OTCBB"), or a similar service if the NASD is no longer reporting
such information.

               1.6  "Common Stock" shall mean the class of Common Stock, par
value $.001 per share, of the Company or any other class of stock resulting
from successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or as a
result of a subdivision or combination.

               1.7  "Common Stock Conversion Rate" shall mean, as of any date,
a rate for each share of Series A Preferred Stock equal to (i) the Liquidation
Value thereof plus all accrued and unpaid dividends thereon pursuant to Section
2.2 herein, divided by (ii) the Conversion Rate in effect as of such date.

               1.8  "Conversion Rate" shall mean the greater of one hundred
(100) common shares per one (1) share of Series A Preferred Stock plus all
accrued and unpaid dividends thereon, or the Series A Preferred Stock having a
value of $5.42 per share plus all accrued and unpaid dividends thereon subject
to adjustment as provided herein.

               1.9   "Current Market Price" shall mean, with respect to each
share of Common Stock as of any date, the average of the daily Closing Prices
per share of Common Stock for the 30 consecutive Trading Days prior to such
date; provided that, if on any such date the shares of Common Stock are not
listed or admitted for trading on any national securities exchange or quoted by
NASD or a similar service, the Current Market Price for a share of Common
Stock shall be the fair market value of such share as determined in good faith
by the Board of Directors of the Company. If the Board of Directors is unable
to determine the fair market value, or if the holders of a majority in interest
of the Series A Preferred Stock disagree with the Board's determination of fair
market value by written notice delivered to the Company within five (5)
Business Days after the Board's determination thereof is communicated in
writing to such holders, which notice specifies a majority-in-interest of such
holders' determination of fair market value, then the Company and a majority-
in-interest of such holders shall select an Independent Financial Expert which
shall determine such fair market value. If the Company and such holders are
unable to agree upon an Independent Financial Expert within fifteen (15) days
after the request by such holders, the Company, on the one hand, and such
holders, on the other, shall each select an Independent Financial Expert within
five (5) days following the expiration of such fifteen (15) day period, and
these two Independent Financial Experts shall select a third Independent

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Financial Expert. The determination of fair market value by such Independent
Financial Expert shall be final, binding and conclusive on the Company and all
holders of the Series A Preferred Stock. All costs and fees of any Independent
Financial Experts retained in accordance with the foregoing shall be borne by
the Company.

               1.10  "Dividend Amount" shall mean an amount per share of Series
A Preferred Stock (rounded to the nearest $ .01) equal to $50 per $1,000
Liquidation Value of Series A Preferred Stock at all times after the Issue
Date.

               1.11  "Dividend Rate" shall mean 5.0% per annum beginning on the
Issue Date of the Series A Preferred Stock.

               1.12  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               1.13  "Independent Financial Expert" means an independent
nationally recognized investment banking firm.

               1.14  "Issue Date" shall mean the Date on which the preferred
shares were issued.

               1.15  "Junior Stock" shall mean the Common Stock and the shares
of any other class or series of stock of the Company which, by the terms of the
Certificate of Incorporation or of the instrument by which the Board of
Directors, acting pursuant to authority granted in the Certificate of
Incorporation, shall fix the relative rights, preferences and limitations
thereof, shall be junior to the Series A Preferred Stock in respect of the
right to receive dividends and to participate in any distribution of assets
other than by way of dividends.

               1.16  "Liquidation Value" shall mean the greater of one hundred
(100) common shares per one (1) share of Series A Preferred Stock, or the
Series A Preferred Stock price valued at $5.42 per share, subject to adjustment
as provided herein.

               1.17  "Parity Stock" shall mean the shares of any other class or
series of stock of the Company which, by the terms of the Certificate of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall fix
the relative rights, preferences and limitations thereof, shall, in the event
that the stated dividends thereon are not paid in full, be entitled to share
ratably with the Series A Preferred Stock in the payment of dividends,
including accumulations, if any, in accordance with the sums which would be
payable on such shares if all dividends were declared and paid in full, and
shall, in the event that the amounts payable thereon on liquidation are not
paid in full, be entitled to share ratably with the Series A Preferred Stock in
any distribution of assets other than by way of dividends in accordance with
the sums which would be payable in such distribution if all sums payable were
discharged in full; provided, however, that the term "Parity Stock" shall be
deemed to refer (i) in Section 2.3 hereof, to any stock which is Parity Stock
in respect of the right to receive dividends and (ii) in Section 5 hereof, to
any stock which is Parity Stock in respect of any distribution of assets other
than by way of dividends.

               1.18  "Person" shall mean any individual, firm, corporation,

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partnership, limited liability company or partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, government (or
an agency or political subdivision thereof) or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.

               1.19  "Pro Rata Repurchase" shall mean any purchase of shares of
Common Stock by the Company or by any of its subsidiaries whether for cash,
shares of capital stock of the Company, other securities of the Company,
evidences of indebtedness of the Company or any other Person or any other
property (including, without limitation, shares of capital stock, other
securities or evidences of indebtedness of a subsidiary of the Company), or any
combination thereof, effected while any of the shares of Series A Preferred
Stock are outstanding, which purchase is subject to Section 13(e) of the
Exchange Act or is made pursuant to an offer made available to all holders of
Common Stock.

               1.20  "Senior Stock" shall mean the shares of any class or
series of stock of the Company which, by the terms of the Certificate of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall fix
the relative rights, preferences and limitations thereof, shall be senior to
the Series A Preferred Stock in respect of the right to receive dividends or to
participate in any distribution of assets other than by way of dividends.

               1.21  "Trading Day" shall mean, so long as the Common Stock is
listed or admitted to trading on a national securities exchange, a day on which
the principal national securities exchange on which the Common Stock is listed
is open for the transaction of business, or, if the Common Stock is not so
listed or admitted for trading on any national securities exchange, a day on
which the NASD is open for the transaction of business.

          2.   Dividends.

               2.1  The holders of the outstanding shares of Series A Preferred
Stock shall be entitled to receive quarterly dividends, when, as and if
declared by the Board of Directors out of funds legally available therefor.
Each quarterly dividend shall be an amount per share (rounded to the nearest
$.01) equal to 0.25 multiplied by the Dividend Amount and shall be payable on
the last day of March, June, September and December in each year (each a
"Dividend Payment Date") to the holders of record of Series A Preferred Stock
at the close of business on the preceding Business Day, or such other dates as
are fixed by the Board Directors within ten (10) days prior to the Dividend
Payment Date (each a "Record Date"). Such dividends shall become payable
beginning on the first Dividend Payment Date for which the Record Date is
subsequent to the Issue Date. Dividends on each share of Series A Preferred
Stock shall be cumulative and shall accrue on a day-to-day basis, whether or
not earned, from and after the day immediately succeeding the date on which
such share was issued, and shall be payable in cash (except upon conversion).
Dividends payable for any partial dividend period shall be computed on the
basis of actual days elapsed over a 365 day year. The Company, in its sole
discretion, may elect not to pay such dividends in cash when due, in which case
such dividends shall be automatically added to the Liquidation Value of the
Series A Preferred Stock as of any such Dividend Payment Date and as a result
shall no longer be considered due and payable. Each addition to the Liquidation
Value in lieu of a cash dividend to the holders of the Series A Preferred Stock
as provided in the preceding sentence shall constitute the full payment of such
dividend.

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<PAGE>

               2.2  In addition to the right to receive quarterly dividends
pursuant to Section 2.1 above, each holder of a share of Series A Preferred
Stock shall have the right, at any time after the Issue Date, if the Board of
Directors of the Company shall declare a dividend or make any other
distribution (including, without limitation, in cash or other property or
assets), to holders of shares of Common Stock, to receive, out of funds legally
available therefor, a dividend or distribution in an amount equal to the amount
of such dividend or distribution receivable by a holder of the number of shares
of Common Stock for which such share of Series A Preferred Stock is convertible
on the record date for such dividend or distribution. Any such amount shall be
paid to the holders of shares of Series A Preferred Stock at the same time such
dividend or distribution is made to holders of Common Stock.

               2.3  Except as hereinafter provided in this Section 2.3, unless
full cumulative dividends on the outstanding shares of Series A Preferred Stock
that shall have accrued and become payable as of any date shall have been paid,
or declared and funds shall have been set apart for payment thereof, no
dividend or other distribution (payable other than in shares of Junior Stock)
shall be paid to the holders of Junior Stock or Parity Stock. When dividends
are not paid in full upon the shares of Series A Preferred Stock and any Parity
Stock, all dividends declared upon shares of Series A Preferred Stock and all
Parity Stock shall be declared pro rata so that the amount of dividends
declared per share on Series A Preferred Stock and all such Parity Stock shall
in all cases bear to each other the same ratio that accrued cumulative
dividends per share on the shares of Series A Preferred Stock and all such
Parity Stock bear to each other.

          3.   Conversion of Series A Preferred Stock.

               3.1  Conversion at the Option of the Holder of Series A
                    Preferred Stock.

                    (a)  Each holder of a share of Series A Preferred Stock
shall have the right, at any time after the Issue Date, to convert such share
into fully paid and nonassessable shares of Common Stock at the Common Stock
Conversion Rate as of the date of conversion.

                    (b)  Any holder of shares of Series A Preferred Stock
electing to convert such shares into Common Stock shall surrender the
certificate or certificates for such shares at the offices of the Company (or
at such other place in Nevada as the Company may designate by written notice to
the holders of shares of Series A Preferred Stock) during regular business
hours, duly endorsed to the Company or in blank, or accompanied by instruments
of transfer to the Company or in blank, in form reasonably satisfactory to the
Company, and shall give written notice to the Company at such offices that such
holder elects to convert such shares of Series A Preferred Stock. As soon as
practicable (but in any event not later than five (5) Business Days) after any
holder deposits certificates for shares of Series A Preferred Stock,
accompanied by the written notice above prescribed, the Company shall issue and
deliver at such office to the holder for whose account such shares were
surrendered, or to his nominee, certificates representing the number of shares
of Common Stock and the cash in lieu of fractional shares, if any, to which
such holder is entitled upon such conversion.

                    (c)  Conversion shall be deemed to have been made as of the
date that certificates for the shares of Series A Preferred Stock to be

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<PAGE>

converted and the written notice are received by the Company and the Person
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder of such Common Stock on such
date.  The Corporation shall not be required to deliver certificates for shares
of Common Stock while the stock transfer books for such stock or for Series A
Preferred Stock are duly closed (but not for any period in excess of five days)
for any purpose, but certificates for shares of Common Stock shall be issued
and delivered as soon as practicable after the opening of such books.

               3.2  Conversion at the Option of the Company.

               (a)  If, at any time after the second anniversary of the Issue
Date, the average of the daily Closing Prices per share of Common Stock for 90
consecutive Trading Days is at least $0.50 (with appropriate adjustment made
for any stock dividend, split-up or subdivision or any combination or
reclassification made or effected subsequent to the Issue Date), the Company,
at its option, may elect to convert, subject to the terms and provisions of
this Section 3, all or any of the shares of Series A Preferred Stock into fully
paid and nonassessable shares of Common Stock at the Common Stock Conversion
Rate as of the date of conversion. Notwithstanding the foregoing, the Company
shall not convert less than all outstanding shares of Series A Preferred Stock
pursuant to this Section 3.2(a) if shares of Series A Preferred Stock having an
aggregate liquidation value of less than $500,000 would remain outstanding
after giving effect to any such proposed optional conversion. If fewer than all
the outstanding shares of Series A Preferred Stock are to be converted as
provided in this Section 3.2, the shares to be converted shall be determined
pro rata among the holders of record thereof.

               (b)  If the Company shall elect to exercise its rights under
this Section 3.2, notice of such election shall be mailed, first-class postage
prepaid, to the holders of record of the outstanding shares of Series A
Preferred Stock, not less than 15 days nor more than 45 days prior to the
conversion date, to each holder of record of the shares to be converted at such
holder's address as the same appears on the stock register of the Company;
provided, however, that no failure to mail such notice or any defect therein
shall affect the validity of the proceeding for conversion of any shares of
Series A Preferred Stock to be converted except as to the holder to whom the
Company has failed to mail said notice or except as to the holder whose
notice was defective. Each such notice shall state: (i) the conversion date
(the "Conversion Date"); (ii) the total number of shares of Series A Preferred
Stock to be converted and if less than all of the outstanding shares of Series
A Preferred Stock are be converted, the number of shares to be converted by
such holder; (iii) the Common Stock Conversion Rate; and (iv) the place or
places where certificates for such shares are to be surrendered for
certificates representing the number of shares of Common Stock and the cash in
lieu of fractional shares, if any, to which such holder is entitled upon such
conversion, which shall be the offices of the Company (or at such other place
in
Nevada as the Company may designate).

               (c)  On the Conversion Date, upon surrender in accordance with
said notice of any shares of Series A Preferred Stock (properly endorsed or
assigned for transfer, if the Board of Directors of the Company shall so
require and the notice shall so state), the Company shall deliver to the holder
of such shares of Series A Preferred Stock so surrendered a certificate or
certificates representing the number of fully paid and non-assessable shares of
Common Stock into which such shares of Series A Preferred Stock have been

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<PAGE>

converted in accordance with the provisions of this Section 3.2. If fewer than
all the shares represented by any such certificate are converted, a new
certificate shall be issued representing the unconverted shares without cost to
the holder of record thereof. For purposes of the foregoing, such conversion
shall be deemed to have been made at the close of business on the Conversion
Date and the Person entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such
Common Stock on such date.

               3.3  No fractional shares or scrip representing fractions of
shares of Common Stock shall be issued upon conversion of Series A Preferred
Stock. Instead of any fractional interest in a share of Common Stock that would
otherwise be deliverable upon the conversion of a share of Series A Preferred
Stock, the Company shall, subject to Section 3.4(c), make a cash payment
(calculated to the nearest $.01) equal to such fraction multiplied by the
Closing Price of the Common Stock on the last Trading Day prior to the date of
conversion.

               3.4  The Common Stock Conversion Rate shall be adjusted from
time to time as follows:

                    (a)  If the Company shall, at any time or from time to time
while any shares of the Series A Preferred Stock are outstanding, (i) pay a
dividend on its Common Stock in shares of its capital stock, (ii) combine its
outstanding shares of Common Stock into a smaller number of shares, (iii)
subdivide its outstanding shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock any shares of capital stock of
the Company, then the Common Stock Conversion Rate in effect immediately before
such action shall be adjusted so that the holders of the Series A Preferred
Stock, upon conversion of shares thereof immediately following such action,
shall be entitled to receive the kind and amount of shares of capital stock of
the Company which they would have owned or been entitled to receive upon or by
reason of such event if such shares of Series A Preferred Stock had been
converted immediately before the record date or effective date for such action.

                    (b)  All calculations under this Section 3.4 shall be made
to the nearest $.01 (with $.005 being rounded upward), one-hundredth of a share
(with .005 being rounded upward) or, in the case of a conversion rate, one ten-
thousandth (with .00005 being rounded upward). Notwithstanding any other
provision of this Section 3.4, the Company shall not be required to make any
adjustment of the Common Stock Conversion Rate unless such adjustment would
require an increase or decrease of at least 0.05% of such rate. Any lesser
adjustment shall be carried forward and shall be made at the time of and
together with the next subsequent adjustment which, together with any
adjustment or adjustments so carried forward, shall amount to an increase or
decrease of at least 0.05% in such rate. Any adjustments under this Section 3.4
shall be made successively whenever an event requiring such an adjustment
occurs.

                    (c)  Whenever an adjustment in the Common Stock Conversion
Rate is required, the Company shall promptly cause to be mailed (but in any
event not later than five (5) days after the date of the event giving rise to
such adjustment) first-class postage prepaid, to the holders of record of the
outstanding shares of Series A Preferred Stock, notice of such adjustment and a
certificate of a firm of independent public accountants of recognized national
standing selected by the Board of Directors (who shall be appointed at the
Company's expense and who may be the independent public accountants regularly

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employed by the Company) setting forth the adjusted Common Stock Conversion
Rate in effect as of such date determined as provided herein. Such notice and
certificate shall set forth in reasonable detail such facts as shall be
necessary to show the reason for and the manner of computing such adjustment.

                    (d)  In the event that at any time as a result of an
adjustment made pursuant to this Section 3.4, the holder of any share of Series
A Preferred Stock thereafter surrendered for conversion shall become entitled
to receive any shares of stock of the Company other than shares of Common
Stock, the conversion rate of such other shares so receivable upon conversion
of any such share of Series A Preferred Stock shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to Common Stock contained in subparagraphs (a)
through (d) and (e) of this Section 3.4, and the provisions of this Section 3
with respect to the Common Stock shall apply on like or similar terms to any
such other shares and the determination of the Board of Directors as to any
such adjustment shall be conclusive.

                    (e)  No adjustment shall be made pursuant to this Section
if the effect thereof would be to reduce the Conversion Price below the par
value of the Common Stock.

               3.5  The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of Series A Preferred Stock,
such number of its duly authorized shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding shares of Series
A Preferred Stock into such Common Stock at any time (assuming that, at the
time of the computation of such number of shares, all such Common Stock would
be held by a single holder). The Company shall from time to time, in accordance
with the laws of the State of Nevada, use its best efforts to cause the
authorized amount of Common Stock to be increased if the aggregate of the
authorized amount of the Common Stock remaining unissued and the issued shares
of such Common Stock in its treasury (other than any shares of such Common
Stock reserved for issuance in any other connection) shall not be sufficient to
permit the conversion of the shares of Series A Preferred Stock into the Common
Stock. The Company covenants that any shares of Common Stock issued upon
conversions of the Series A Preferred Stock shall be validly issued, fully paid
and nonassessable.

               3.6  If any shares of Common Stock which would be issuable upon
conversion of shares of Series A Preferred Stock hereunder require registration
with or approval of any governmental authority before such shares may be issued
upon conversion, the Company will in good faith and as expeditiously as
possible cause such shares to be duly registered or approved, as the case may
be.

               3.7   The Company shall pay any and all issue or other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of shares of Series A Preferred Stock pursuant hereto. The
Company shall not, however, be required to pay any tax which is payable in
respect of any transfer involved in the issue or delivery of Common Stock in a
name other than that in which the shares of Series A Preferred Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Company the amount
of such tax, or has established, to the satisfaction of the Company, that such
tax has been paid.

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<PAGE>

               3.8   For purposes of this Section 3, the number of shares of
Common Stock at any time outstanding shall not include any shares of Common
Stock then owned or held by or for the account of the Company or any
subsidiary.  The Company shall not pay a dividend or make any distribution on
shares of Common Stock held in the treasury of the Company.

               3.9   If any action or transaction would require adjustment of
the Common Stock Conversion Rate pursuant to more than one paragraph of this
Section 3, only one adjustment shall be made and each such adjustment shall be
the amount of adjustment that has the highest absolute value.

               3.10  From and after the date a share of Series A Preferred
Stock is converted pursuant to Sections 3.1 or 3.2, dividends on such shares of
Series A Preferred Stock shall cease to accrue, and said shares shall no longer
be deemed to be outstanding and all rights of the holders thereof as a holder
of Series A Preferred Stock (except the right to receive from the Company the
Common Stock) shall cease except as otherwise provided herein.

               3.11  In case:

                     (a)  of a consolidation or merger to which the Company is
     a party and for which approval of any stockholders of the Company is
     required; or

                     (b)  of the voluntary or involuntary dissolution,
     liquidation or winding up of the Company; or

                     (c)  of the sale, exchange or other conveyance (for cash,
     shares of stock, securities or other consideration) of all or
     substantially all the property and assets of the Company except to a
     wholly-owned subsidiary; or

                     (d)  of any Pro Rata Repurchase; then, in each case, the
Company shall cause to be mailed, first-class postage prepaid, to the holders
of record of the outstanding shares of Series A Preferred Stock, not less than
20 days nor more than 60 days prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of any distribution or grant of rights or warrants triggering an
adjustment to the Conversion Price pursuant to this Section 3, or, if a record
is not to be taken, the date as of which the holders of record of Common Stock
entitled to such distribution, rights or warrants are to be determined, or (y)
the date on which any reclassification, consolidation, merger, sale,
conveyance, dissolution, liquidation, winding up or Pro Rata Repurchase is
expected to become effective, if known, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation, winding up or Pro Rata Repurchase, if known.  Failure to give the
notice specified hereunder shall have no effect on the status or effectiveness
of the action to which the required notice relates.

          4.   Voting.  The shares of Series A Preferred Stock shall have no
voting rights except as required by law or as set forth below:

                    (a)  So long as the Series A Preferred Stock is
outstanding, each share of Series A Preferred Stock shall entitle the holder

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<PAGE>

thereof to vote, in person or by proxy, at a special or annual meeting of
stockholders, on all matters entitled to be voted on by holders of Common Stock
voting together as a single class with other shares entitled to vote thereon.
With respect to any such vote, each share of Series A Preferred Stock shall
entitle the holder thereof to cast that number of votes per share as is equal
to the number of votes that such holder would be entitled to cast had such
holder converted the shares of Series A Preferred Stock into shares of Common
Stock on the record date for determining the stockholders of the Company
eligible to vote on any such matters.

                    (b)  So long as at least 100,000 shares of Series A
Preferred Stock (with appropriate adjustment made for any stock dividend,
split-up or subdivision or any combination or reclassification made or effected
subsequent to the Issue Date) remain outstanding, the Company shall not,
without the affirmative vote at a meeting or the written consent with or
without a meeting of the holders of shares of Series A Preferred Stock
representing at least a majority of the aggregate voting power of shares of the
Series A Preferred Stock outstanding, voting as a separate class, authorize or
issue any Senior Stock or Parity Stock or reclassify any Junior Stock as Parity
Stock or Senior Stock or reclassify any Parity Stock as Senior Stock.

                    (c)  The Company shall not, without the affirmative vote at
a meeting or the written consent with or without a meeting of the holders of
shares of Series A Preferred Stock representing at least a majority of the
aggregate voting power of shares of Series A Preferred Stock then outstanding,
voting as a separate class, amend, alter or repeal any of the provisions of the
Certificate of Incorporation or this Certificate of Designation, so as in any
such case to materially adversely affect the preferences, special rights,
powers or privileges of the shares of Series A Preferred Stock.

          5.   Liquidation Rights. For the purposes of this Section 5, an
"Extraordinary Event" shall mean: (i) the dissolution, liquidation or winding
up of the Company, whether voluntary or involuntary; (ii) the sale, exchange or
other conveyance (for cash, shares of stock, securities or other consideration)
of all or substantially all the property and assets of the Company other than
to a wholly-owned subsidiary; and/or (iii) any consolidation or merger to which
the Company is a party, other than a merger or consolidation in which the
Company is the surviving or continuing corporation.

               5.1  Upon an Extraordinary Event, the holders of the shares of
Series A Preferred Stock shall be entitled to receive out of the assets of the
Company available for distribution to stockholders, in preference to the
Holders of, and before any payment or distribution shall be made on, Junior
Stock, an amount (the "Liquidation Amount") equal to the greater of (i) the
Liquidation Value per share plus all accrued and unpaid dividends thereon
(whether or not declared) to the date fixed for the Extraordinary Event, or
(ii) the amount that it would have received if immediately prior to the
Extraordinary Event, the Series A Preferred Stock had been converted to Common
Stock.

               5.2  After the payment to the holders of the shares of Series A
Preferred Stock of full preferential amounts provided for in this Section 5,
The holders of Series A Preferred Stock as such shall have no right or claim to
Any of the remaining assets of the Company.

               5.3  In the event the assets of the Company available for
distribution to the holders of shares of Series A Preferred Stock upon an

                                       10
<PAGE>

Extraordinary Event shall be insufficient to pay in full all amounts to which
such holders are entitled pursuant to Section 5.1, then the holders of all
shares of Series A Preferred Stock shall share ratably in such distribution of
assets in accordance with the amount that would be payable on such distribution
if the amounts to which the holders of outstanding shares of Series A Preferred
Stock are entitled were paid in full.

          6.   Other Provisions.

               6.1  Shares of Series A Preferred Stock issued and reacquired
will, upon compliance with the applicable requirements of Nevada law, have the
status of authorized but unissued shares of Preferred Stock of the Company
undesignated as to series and may with any and all other authorized but unissued
shares of Preferred Stock of the Company be designated or redesignated and
issued or reissued, as the case may be, as part of any series of Preferred Stock
of the Company, except that any issuance or reissuance of shares of Series A
Preferred Stock must be in compliance with this certificate of designation.

               6.2  The Company shall be entitled to recognize the exclusive
right of a Person registered on its records as the holder of shares of Series A
Preferred Stock, and such record holder shall be deemed the holder of such
shares for all purposes.

               6.3  Any registered holder of Series A Preferred Stock shall be
entitled to an injunction or injunctions to prevent breaches of the provisions
of this Certificate of Designations and to enforce specifically the terms and
provisions of this Certificate of Designations in any court of the United States
or any state thereof having jurisdiction, this being in addition to any other
remedy to which such holder may be entitled at law or in equity.

               6.4  If any payment shall be required by the terms hereof to be
made on a day that is not a Business Day, such payment shall be made on the
immediately succeeding Business Day.

               6.5  All notice periods referred to herein shall commence on the
date of the mailing of the applicable notice.

           IN WITNESS WHEREOF, NUTEK INC. has caused this certificate to be
duly executed and attested as of the day and year first above written.

                         NUTEK INC.

                         By:     /s/ Murray N. Conradie
                              ---------------------------------------------
                         Name: Murray N. Conradie
                         Title: President and Chief Executive Officer


Dated: December 27, 2001
[SEAL]