GOLDTECH MINING CORPORATION

                   CERTIFICATE OF DESIGNATION OF PREFERENCES,
                             RIGHTS AND LIMITATIONS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK

                       PURSUANT TO SECTION 78.1955 OF THE
                             NEVADA REVISED STATUTES

     The undersigned, Tracy Kroeker, does hereby certify that:

     1. She is the  President and Secretary of Goldtech  Mining  Corporation,  a
Nevada corporation (the "Corporation").

     2. The  Corporation  is authorized to issue  5,000,000  shares of preferred
stock, of which no shares have been issued.

     3. The following resolutions were duly adopted by the Board of Directors:

     WHEREAS, the Certificate of Incorporation of the Corporation provides for a
class of its authorized stock known as preferred  stock,  comprised of 5,000,000
shares, $0.001 par value, issuable from time to time in one or more series;

     WHEREAS, the Board of Directors of the Corporation is authorized to fix the
dividend rights,  dividend rate, voting rights,  conversion  rights,  rights and
terms of redemption and liquidation preferences of any wholly unissued series of
preferred  stock and the  number  of  shares  constituting  any  Series  and the
designation thereof, of any of them; and

     WHEREAS,  it is the desire of the Board of  Directors  of the  Corporation,
pursuant  to its  authority  as  aforesaid,  to  fix  the  rights,  preferences,
restrictions  and other  matters  relating to a series of the  preferred  stock,
which  shall  consist of up to 64,000  shares of the  preferred  stock which the
corporation has the authority to issue, as follows:

     NOW,  THEREFORE,  BE IT RESOLVED,  that the Board of Directors  does hereby
provide for the issuance of a series of preferred  stock for cash or exchange of
other  securities,  rights or  property  and does hereby fix and  determine  the
rights,  preferences,  restrictions and other matters relating to such series of
preferred stock as follows:

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<PAGE>


     (B) No  Additional  Payment.  After the  holders  of all shares of Series A
Preferred  Stock  shall  have been paid in full the  amounts  to which  they are
entitled in paragraph  4(a), the shares of Series A Preferred Stock shall not be
entitled  to any  further  participation  in any  distribution  of assets of the
Corporation and the remaining assets of the Corporation  shall be distributed to
the holders of Junior Stock.

     (C) Notice.  Written notice of a Liquidation  stating a payment or payments
and the  place  where  such  payment  or  payments  shall be  payable,  shall be
delivered in person, mailed by certified mail, return receipt requested,  mailed
by overnight  mail or sent by  telecopier,  not less than ten (10) days prior to
the earliest payment date stated therein, to the holders of record of the Series
A  Preferred  Stock,  such  notice to be  addressed  to each such  holder at its
address as shown by the records of the Corporation.

     (D)  Option.  At the  election of the  holders of  two-thirds  (2/3) of the
Series A Preferred Stock, a Sale Transaction shall be deemed to be a Liquidation
pursuant  to this  Section  4. Any  securities  of the  surviving  Person  to be
delivered to the holders of shares of Series A Preferred  Stock pursuant to this
Section 4(d) shall be valued as follows:

          (i) With  respect to  securities  that do not  constitute  "restricted
securities,"  as such term is defined in Rule  144(a)(3)  promulgated  under the
Securities Act, the value shall be deemed to be the Current Market Price of such
securities as of three (3) days prior to the date of distribution.

          (ii)  With  respect  to   securities   that   constitute   "restricted
securities,"  as such term is defined in Rule  144(a)(3)  promulgated  under the
Securities  Act, and that are of the same class or series as securities that are
publicly  traded,  the value shall be adjusted to make an  appropriate  discount
from the value as set forth above in clause (i) to reflect the appropriate  fair
market value thereof,  as mutually  determined by the Board of Directors and the
holders of a majority of the shares of Series A Preferred  Stock, or if there is
no active public market with respect to such class or series of securities, such
securities  shall  be  valued  in  accordance  with  clause  (i)  above,  giving
appropriate  weight,  if any, to such restriction as mutually  determined by the
Board of  Directors  and the  holders  of a  majority  of the shares of Series A
Preferred  Stock,  or if the Board of Directors and the holders of a majority of
the shares of Series A Preferred Stock shall fail to agree, at the Corporation's
expense  by an  appraiser  chosen  by the  Board  of  Directors  and  reasonably
acceptable  to the  holders  of a majority  of the shares of Series A  Preferred
Stock.

     5. Redemption. The shares of Series A Preferred Stock shall not be redeemed
or subject to redemption, whether at the option of the Corporation or any holder
thereof, or otherwise.

     6. Voting Rights.

     In addition to any voting rights  provided by law, the holders of shares of
Series A Preferred Stock shall have the following rights:

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<PAGE>

     (A) Until such time as a  sufficient  number of shares of Common  Stock are
duly  authorized  and  reserved  by  the  Corporation  in  satisfaction  of  the
conversion  rights set forth in this Section 7, each share of Series A Preferred
Stock shall  entitle  the holder  thereof to vote,  in person or by proxy,  at a
special or annual meeting of stockholders, on all matters 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 10,000 votes per share.  At such
time as a sufficient  number of shares of Common Stock are duly  authorized  and
reserved by the Corporation in  satisfaction of the conversion  rights set forth
in this  Section  7,  and  for as  long  as the  Series  A  Preferred  Stock  is
outstanding thereafter, 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
his shares of Series A  Preferred  Stock into Common  Stock  pursuant to Section
7(a) on the record date for  determining  the  stockholders  of the  Corporation
eligible to vote on any such matters.

     (B) Unless the consent or approval of a greater number of shares shall then
be required by law, the  affirmative  vote of the holders of at least 51% of the
outstanding  shares of Series A Preferred Stock,  voting  separately as a single
class,  in person or by proxy,  at a special or annual  meeting of  stockholders
called for the purpose,  shall be necessary  to  authorize,  adopt or approve an
amendment to the  Certificate of  Incorporation  that would increase or decrease
the par value of the shares of Series A Preferred  Stock, or alter or change the
powers, preferences or special rights of the shares of Series A Preferred Stock,
or  otherwise  affect  the  rights of the  shares of  Series A  Preferred  Stock
adversely, including, without limitation, the liquidation preference provisions.

     7. Conversion.

     (A) Optional Conversion.  Any holder of Series A Preferred Stock shall have
the  right,  at its  option,  at any  time  subsequent  to the  date on  which a
sufficient  number of shares of Common Stock are duly authorized and reserved by
the  Corporation  in  satisfaction  of the  conversion  rights set forth in this
Section 7, and from time to time  thereafter,  to convert,  subject to the terms
and provisions of this Section 7, any or all of such holder's shares of Series A
Preferred  Stock  into such  number of fully paid and  non-assessable  shares of
Common  Stock as is equal to the  product  of the  number  of shares of Series A
Preferred  Stock  being so  converted  multiplied  by  10,000  (the  "Conversion
Ratio").   Such  conversion  right  shall  be  exercised  by  the  surrender  of
certificate(s)  representing  the  shares  of  Series  A  Preferred  Stock to be
converted  to the  Corporation  at any time during usual  business  hours at its
principal  place of business  to be  maintained  by it (or such other  office or
agency of the  Corporation as the Corporation may designate by notice in writing
to the holders of Series A Preferred Stock),  accompanied by written notice that
the  holder  elects to  convert  such  shares of  Series A  Preferred  Stock and
specifying  the  name  or  names  (with  address)  in  which  a  certificate  or
certificates  for shares of Common Stock are to be issued and (if so required by
the  Corporation)  by a written  instrument or  instruments  of transfer in form
reasonably  satisfactory to the  Corporation  duly executed by the holder or its
duly authorized legal  representative and transfer tax stamps or funds therefor,
if required  pursuant to Section 7(h). All certificates  representing  shares of
Series A Preferred Stock  surrendered  for conversion  shall be delivered to the
Corporation  for  cancellation  and  canceled by it. As promptly as  practicable
after the surrender of any shares of Series A Preferred  Stock,  the Corporation
shall (subject to compliance with the applicable provisions of federal and state
securities   laws)  deliver  to  the  holder  of  such  shares  so   surrendered
certificate(s) representing the number of fully paid and nonassessable shares of
Common  Stock into which such shares are  entitled to be  converted  and, to the
extent funds are legally available therefor,  an amount equal to the accrued and
unpaid dividends  payable with respect to such shares in accordance with Section
3 above.  At the time of the  surrender  of such  certificate(s),  the Person in
whose name any  certificate(s) for shares of Common Stock shall be issuable upon
such  conversion  shall be deemed to be the  holder of record of such  shares of
Common  Stock on such  date,  notwithstanding  that the  share  register  of the
Corporation  shall  then be closed or that the  certificates  representing  such
Common Stock shall not then be actually delivered to such Person.

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<PAGE>

     (B) Termination of Rights. On the date of such optional conversion pursuant
to  Section  7(a)  above,  all  rights  with  respect  to the shares of Series A
Preferred Stock so converted,  including the rights,  if any, to receive notices
and vote,  shall  terminate,  except  only the rights of holders  thereof to (i)
receive  certificates  for the number of shares of Common  Stock into which such
shares of Series A  Preferred  Stock have been  converted,  (ii) the  payment of
dividends,  if any, pursuant to Section 3 above and (iii) exercise the rights to
which they are entitled as holders of Common Stock.

     (C) Antidilution Adjustments. The Conversion Price, and the number and type
of securities to be received  upon  conversion of the Series A Preferred  Stock,
shall be subject to adjustment as follows:

          (i) Dividend,  Subdivision,  Combination or Reclassification of Common
Stock. In the event that the Corporation shall at any time or from time to time,
prior to conversion of the Series A Preferred Stock (w) pay a dividend or make a
distribution  (other than a dividend or  distribution in which holders of shares
of Series A Preferred Stock participate, in the manner provided in Section 3) on
the outstanding  shares of Common Stock payable in Capital Stock,  (x) subdivide
the  outstanding  shares of Common  Stock into a larger  number of  shares,  (y)
combine the  outstanding  shares of Common Stock into a smaller number of shares
or (z) issue any shares of its Capital Stock in a reclassification of the Common
Stock  (other than any such event for which an  adjustment  is made  pursuant to
another  clause  of this  Section  7(c)),  then,  and in  each  such  case,  the
Conversion  Ratio  immediately  prior to such event shall be  adjusted  (and any
other appropriate  actions shall be taken by the Corporation) so that the holder
of any share of Series A Preferred Stock  thereafter  surrendered for conversion
shall be  entitled  to  receive  the  number of shares of Common  Stock or other
securities  of the  Corporation  that such holder would have owned or would have
been entitled to receive upon or by reason of any of the events described above,
had such share of Series A Preferred Stock been converted  immediately  prior to
the  occurrence  of such event.  An  adjustment  made  pursuant to this  Section
7(C)(i)  shall  become  effective  retroactively  (x) in the  case  of any  such
dividend or distribution,  to a date immediately following the close of business
on the record date for the  determination of holders of Common Stock entitled to
receive  such  dividend  or  distribution  or  (y)  in  the  case  of  any  such
subdivision,  combination or  reclassification,  to the close of business on the
day upon which such corporate action becomes effective.

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<PAGE>
          (ii) Certain Distributions.  In case the Corporation shall at any time
or from time to time,  prior to  conversion  of the  Series A  Preferred  Stock,
distribute  to all  holders of shares of the Common  Stock  (including  any such
distribution  made in  connection  with a merger or  consolidation  in which the
Corporation  is the  resulting or  surviving  Person and the Common Stock is not
changed or exchanged)  cash,  evidences of  indebtedness  of the  Corporation or
another issuer,  securities of the Corporation or another issuer or other assets
(excluding  dividends or  distributions  in which  holders of shares of Series A
Preferred Stock participate,  in the manner provided in Section 3, and dividends
payable in shares of Common  Stock for which  adjustment  is made under  another
paragraph  of this  Section  7(C)) or rights or  warrants  to  subscribe  for or
purchase of any of the  foregoing,  then,  and in each such case, the Conversion
Price then in effect shall be adjusted (and any other appropriate  actions shall
be taken by the  Corporation)  by  multiplying  the  Conversion  Price in effect
immediately  prior  to the  date  of such  distribution  by a  fraction  (x) the
numerator  of which  shall be the  Current  Market  Price  of the  Common  Stock
immediately  prior to the date of  distribution  less the then fair market value
(as  determined  by the Board of Directors  in the  exercise of their  fiduciary
duties) of the portion of the cash,  evidences of  indebtedness,  securities  or
other  assets so  distributed  or of such rights or warrants  applicable  to one
share of Common  Stock and (y) the  denominator  of which  shall be the  Current
Market Price of the Common Stock  immediately  prior to the date of distribution
(but such fraction shall not be greater than one);  provided,  however,  that no
adjustment  shall be made with respect to any distribution of rights or warrants
to subscribe  for or purchase  securities  of the  Corporation  if the holder of
shares of Series A Preferred  Stock would  otherwise be entitled to receive such
rights or warrants  upon  conversion at any time of shares of Series A Preferred
Stock  into  Common  Stock.  Such  adjustment  shall be made  whenever  any such
distribution  is  made  and  shall  become  effective  retroactively  to a  date
immediately  following  the  close  of  business  on the  record  date  for  the
determination of stockholders entitled to receive such distribution.

          (iii) Other Changes.  In case the Corporation at any time or from time
to time, prior to the conversion of the Series A Preferred Stock, shall take any
action affecting its Common Stock having an effect similar to any of the actions
described  in any of  Sections  7(c)(i) or (ii)  above or Section  7(f) (but not
including  any action  described in any such Section) and the Board of Directors
in good faith  determines  that it would be  equitable in the  circumstances  to
adjust the Conversion  Ratio as a result of such action,  then, and in each such
case, the Conversion  Ratio shall be adjusted in such manner and at such time as
the Board of  Directors  in good  faith  determines  would be  equitable  in the
circumstances (such  determination to be evidenced in a resolution,  a certified
copy of which shall be mailed to the holders of the shares of Series A Preferred
Stock).

          (iv) No Adjustment.  Notwithstanding  anything herein to the contrary,
no adjustment  under this Section 7(c) need be made to the  Conversion  Ratio if
the  Corporation  receives  written  notice  from  holders of a majority  of the
outstanding  shares of  Series A  Preferred  Stock  that no such  adjustment  is
required.

     (D) Abandonment.  If the Corporation  shall take a record of the holders of
its Common  Stock for the  purpose of  entitling  them to receive a dividend  or
other  distribution,  and  shall  thereafter  and  before  the  distribution  to
stockholders thereof legally abandon its plan to pay or deliver such dividend or
distribution,  then no adjustment in the  Conversion  Ratio shall be required by
reason of the taking of such record.

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<PAGE>

     (E)  Certificate as to  Adjustments.  Upon any adjustment in the Conversion
Ratio, the Corporation  shall within a reasonable period (not to exceed ten (10)
days)  following any of the foregoing  transactions  deliver to each  registered
holder of Series A Preferred Stock a certificate,  signed by the Chief Financial
Officer  of the  Corporation,  setting  forth in  reasonable  detail  the  event
requiring the adjustment and the method by which such  adjustment was calculated
and  specifying  the  increased  or  decreased  Conversion  Price then in effect
following such adjustment.

     (F)   Reorganization,   Reclassification.   In  case  of  any   merger   or
consolidation of the Corporation or any capital reorganization, reclassification
or sale of all or  substantially  all of the assets of the  Corporation or other
change of outstanding  shares of Common Stock (other than a change in par value,
or from par value to no par value,  or from no par value to par value) (each,  a
"Transaction"),  each  holder of shares of  Series A  Preferred  Stock  shall be
entitled to receive, upon conversion of the Series A Preferred Stock, the number
of shares of Capital Stock, other security or other consideration or property to
which the holder of the number of shares of Common Stock  deliverable  upon such
conversion is entitled to receive upon the  consummation of such Transaction had
such conversion occurred prior to such Transaction.

     (G) Notices. In case at any time or from time to time:

          (i)  the   Corporation   shall   declare  a  dividend  (or  any  other
distribution) on its shares of Common Stock;

          (ii) the  Corporation  shall  authorize the granting to the holders of
its Common Stock  rights or warrants to subscribe  for or purchase any shares of
Capital Stock of any class or of any other rights or warrants; or

          (iii) there shall be any Transaction;

     then the  Corporation  shall  mail to each  holder  of  shares  of Series A
Preferred Stock at such holder's  address as it appears on the transfer books of
the Corporation, as promptly as possible but in any event at least ten (10) days
prior to the applicable  date  hereinafter  specified,  a notice stating (A) the
date  on  which a  record  is to be  taken  for the  purpose  of such  dividend,
distribution  or  granting  of rights or  warrants  or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such  dividend,  distribution  or granting  of rights or  warrants  are to be
determined,  or (B) the date on which such  Transaction  is  expected  to become
effective  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 shares of Capital
Stock or other securities or property or cash deliverable upon such Transaction.

     (H) Reservation of Common Stock. The Corporation shall at all times reserve
and keep  available for issuance  upon the  conversion of the Series A Preferred
Stock, such number of its authorized but unissued shares of Common Stock as will
from time to time be  sufficient  to permit the  conversion  of all  outstanding
shares of Series A Preferred  Stock,  and shall take all action to increase  the
authorized  number  of  shares of  Common  Stock if at any time  there  shall be
insufficient  authorized  but  unissued  shares of Common  Stock to permit  such
reservation  or to permit the conversion of all  outstanding  shares of Series A
Preferred Stock; provided that the holders of shares of Series A Preferred Stock
vote  such  shares  in  favor  of any  such  action  that  requires  a  vote  of
stockholders.

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<PAGE>
     (I) No Conversion Tax or Charge.  The issuance or delivery of  certificates
for Common Stock upon the conversion of shares of Series A Preferred Stock shall
be made without charge to the converting  holder of shares of Series A Preferred
Stock  for  such  certificates  or for any tax in  respect  of the  issuance  or
delivery of such certificates or the securities  represented  thereby,  and such
certificates  shall be  issued  or  delivered  in the  respective  names  of, or
(subject  to  compliance  with the  applicable  provisions  of federal and state
securities  laws) in such names as may be directed by, the holders of the shares
of Series A Preferred Stock converted;  provided,  however, that the Corporation
shall not be  required  to pay any tax which may be  payable  in  respect of any
transfer involved in the issuance and delivery of any such certificate in a name
other  than  that of the  holder  of the  shares  of  Series A  Preferred  Stock
converted,  and the  Corporation  shall not be required to issue or deliver such
certificate  unless or until the Person or Persons  requesting  the  issuance or
delivery  thereof shall have paid to the  Corporation  the amount of such tax or
shall have  established to the reasonable  satisfaction of the Corporation  that
such tax has been paid.

     8. Business Day. 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.

     9. Definitions. As used in this Certificate of Designations,  the following
terms shall have the  following  meanings  (with terms  defined in the  singular
having comparable  meanings when used in the plural and vice versa),  unless the
context otherwise requires:

     "Affiliate" means any person who is an "affiliate" as defined in Rule 12b-2
of the General Rules and Regulations under the Securities  Exchange Act of 1934,
as amended.

     "Board of Directors" means the Board of Directors of the Corporation.

     "Business Day" means any day except a Saturday,  a Sunday,  or other day on
which  commercial  banks in the State of New York are  authorized or required by
law or executive order to close.

     "Capital  Stock"  means,  with  respect to any Person,  any and all shares,
interests,  participations,  rights in, or other equivalents (however designated
and whether  voting or non-voting)  of, such Person's  capital stock and any and
all  rights,  warrants  or options  exchangeable  for or  convertible  into such
capital stock (but excluding any debt security whether or not it is exchangeable
for or convertible into such capital stock).

     "Common  Stock"  shall have the  meaning  ascribed  to it in  Section  2(a)
hereof.

     "Conversion  Ratio"  shall have the meaning  ascribed to it in Section 7(A)
hereof.

                                       7
<PAGE>
     "Corporation"  shall have the meaning ascribed to it in the first paragraph
of this Certificate of Designation.

     "Current   Market   Price"  per  share  shall  mean,  as  of  the  date  of
determination,  (a) the average of the daily  Market Price under clause (a), (b)
or (c) of the  definition  thereof of the Common  Stock  during the  immediately
preceding  thirty (30) trading  days ending on such date,  and (b) if the Common
Stock is not then  listed or  admitted  to  trading on any  national  securities
exchange or quoted in the  over-the-counter  market, then the Market Price under
clause (d) of the definition thereof on such date.

     "Issue Date" shall have the meaning set forth in Section 7(C)(ii) hereof.

     "Junior  Stock"  shall have the  meaning  ascribed  to it in  Section  2(A)
hereof.

     "Liquidation"  shall mean the voluntary or  involuntary  liquidation  under
applicable  bankruptcy or  reorganization  legislation,  or the  dissolution  or
winding up of the Corporation.

     "Liquidation  Preference"  shall have the meaning ascribed to it in Section
4(A) hereof.

     "Market  Price"  shall mean,  as of the date of  determination,  (a) if the
Common Stock is listed on a national securities exchange,  the closing price per
share of  Common  Stock  on such  date  published  in The  Wall  Street  Journal
(National Edition) or, if no such closing price on such date is published in The
Wall Street Journal (National Edition), the average of the closing bid and asked
prices on such date, as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading; or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange but is designated as a national  market system  security by
the National Association of Securities Dealers,  Inc., the last trading price of
the  Common  Stock on such date;  or (c) if there  shall have been no trading on
such date or if the Common Stock is not  designated as a national  market system
security by the National Association of Securities Dealers, Inc., the average of
the  reported  closing bid and asked  prices of the Common Stock on such date as
shown by the National  Market System of the National  Association  of Securities
Dealers, Inc. Automated Quotations System and reported by any member firm of the
New York Stock Exchange selected by the Corporation;  or (d) if none of (a), (b)
or (c) is applicable,  a market price per share  determined in good faith by the
Board of Directors.  Any determination of the Market Price by an appraiser shall
be based on a valuation of the Corporation as an entirety  without regard to any
discount for minority  interests or  disparate  voting  rights among  classes of
Capital Stock.

     "Person" means any  individual,  firm,  corporation,  partnership,  limited
liability  company,  trust,  incorporated or unincorporated  association,  joint
venture, joint stock company, governmental body or other entity of any kind.

     "Relevant  Date"  shall  have the  meaning  set forth in  Section  7(C)(ii)
hereof.

     "Sale  Transaction"  shall mean (a) (i) the merger or  consolidation of the
Corporation  into or with one or more Persons,  (ii) the merger or consolidation
of one or more Persons into or with the Corporation or (iii) the completion of a
tender offer by an unaffiliated party for at least a majority of the outstanding
shares of  capital  stock of the  Company  if,  in the case of (i) or (ii),  the
stockholders of the  Corporation  prior to such merger or  consolidation  do not
retain at least a majority of the voting  power of the  surviving  Person or (b)
the voluntary  sale,  conveyance,  exchange or transfer to another Person of (i)
the voting  Capital Stock of the  Corporation  if, after such sale,  conveyance,
exchange or transfer,  the  stockholders of the Corporation  prior to such sale,
conveyance, exchange or transfer do not retain at least a majority of the voting
power of the Corporation or (ii) all or  substantially  all of the assets of the
Corporation.

     "Series A Preferred Stock" shall have the meaning ascribed to it in Section
1 hereof.

     "Transaction" shall have the meaning ascribed to it in Section 7(F) hereof.



                              *********************

                                       8

<PAGE>
RESOLVED,  FURTHER, that the Chairman, the president or any vice-president,  and
the secretary or any assistant secretary,  of the Corporation be and they hereby
are  authorized and directed to prepare and file a Certificate of Designation of
Preferences,  Rights and Limitations in accordance with the foregoing resolution
and the provisions of Nevada law.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 10th
day of November 2005.

/s/ TRACY KROEKER
-----------------
Name: Tracy Kroeker
Title: President and Secretary


                                       9
<PAGE>

                                     ANNEX A

                              NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED
STOCK)

The  undersigned  hereby  elects  to  convert  the  number of shares of Series A
Convertible  Preferred Stock indicated  below,  into shares of common stock, par
value $.001 per share (the "Common Stock"),  of Goldtech Mining  Corporation,  a
Nevada corporation (the  "Corporation"),  according to the conditions hereof, as
of the date  written  below.  If shares are to be issued in the name of a person
other than undersigned, the undersigned will pay all transfer taxes payable with
respect  thereto and is delivering  herewith such  certificates  and opinions as
reasonably requested by the Corporation in accordance therewith.  No fee will be
charged to the Holder for any  conversion,  except for such transfer  taxes,  if
any.

Conversion calculations:

       Date to Effect Conversion: _____________________________________________

       Number of shares of Preferred Stock owned prior to Conversion: _________

       Number of shares of Preferred Stock to be Converted: ___________________

       Stated Value of shares of Preferred Stock to be Converted: _____________

       Number of shares of Common Stock to be Issued: _________________________

       Applicable Conversion Price:____________________________________________


       Number of shares of Preferred Stock subsequent to Conversion: __________


                                    [HOLDER]

                                    By:________________________
                                       Name:
                                       Title:


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