CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
              PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                  RIGHTS OF SERIES A 8% CUMULATIVE CONVERTIBLE
                   PREFERRED STOCK, $.001 PAR VALUE PER SHARE


         It is hereby certified that:

     I. The name of the corporation is Endovasc Ltd., Inc. (the  "Corporation"),
a Nevada corporation.

     II. Set forth hereinafter is a statement of the voting powers, preferences,
limitations,  restrictions,  and  relative  rights  of  shares  of  Series  A 8%
Cumulative  Convertible Preferred Stock hereinafter designated as contained in a
resolution of the Board of Directors of the Corporation  pursuant to a provision
of the Articles of Incorporation  of the Corporation  permitting the issuance of
said Series A 8%  Cumulative  Convertible  Preferred  Stock by resolution of the
Board of Directors:

         Series A 8% Cumulative Convertible Preferred Stock, $.001 par value.

     1.  Designation:  Number  of  Shares.  The  designation  of said  series of
Preferred Stock shall be Series A 8% Cumulative Convertible Preferred Stock (the
"Series A Preferred  Stock").  The number of shares of Series A Preferred  Stock
shall be  ________.  Each share of Series A Preferred  Stock shall have a stated
value equal to $100 (as adjusted for any stock dividends, combinations or splits
with respect to such shares) (the "Stated Value"), and $.001 par value.

     2. Dividends.

          (a) The  Holders of  outstanding  shares of Series A  Preferred  Stock
     shall be  entitled  to receive  preferential  dividends  in cash out of any
     funds of the Corporation  legally  available at the time for declaration of
     dividends  before  any  dividend  or  other  distribution  will  be paid or
     declared  and set apart for payment on any shares of any Common  Stock,  or
     other class of stock  presently  authorized or to be authorized (the Common
     Stock,  and such other stock  being  hereinafter  collectively  the "Junior
     Stock") at the rate of 8% simple interest per annum on the Stated Value per
     share payable  quarterly  commencing  with the quarter ending June 30, 2000
     when as and if declared,  at the Corporation's option however that dividend
     payments may be made in additional fully paid and non assessable  shares of
     Series A Preferred Stock at a rate of one share of Series A Preferred Stock
     for each $100 of such  dividend not paid in cash,  and the issuance of such
     additional shares shall constitute full payment of such dividend. Dividends
     may be  paid  with  Series  A  Preferred  Stock  only if the  Common  Stock
     deliverable upon conversion of such Series A Preferred Stock will have been
     included for public  resale in an effective  registration  statement  filed
     with the Securities and Exchange Commission on the dates such dividends are
     payable and paid to the Holders,  otherwise  the  dividend  will be paid in
     cash.

          (b) The  dividends  on the  Series  A  Preferred  Stock  at the  rates
     provided above shall be cumulative whether or not earned so that, if at any
     time full  cumulative  dividends at the rate aforesaid on all shares of the
     Series A  Preferred  Stock  then  outstanding  from the date from and after
     which dividends thereon are cumulative to the end of the quarterly dividend
     period next  preceding  such time shall not have been paid or declared  and
     set apart for  payment,  or if the full  dividend  on all such  outstanding
     Series A Preferred  Stock for the then  current  dividend  period shall not
     have been paid or  declared  and set apart for  payment,  the amount of the
     deficiency shall be paid or declared and set apart for payment (but without
     interest  thereon)  before any sum shall be set apart for or applied by the
     Corporation or a subsidiary of the Corporation to the purchase,  redemption
     or other  acquisition of the Series A Preferred  Stock or any shares of any
     other class of stock ranking on a parity with the Series A Preferred  Stock
     ("Parity  Stock") and before any  dividend or other  distribution  shall be
     paid or declared  and set apart for payment on any Junior  Stock and before
     any sum shall be set aside for or applied to the  purchase,  redemption  or
     other acquisition of Junior Stock.
<PAGE>
          (c)  Dividends  on all shares of the Series A  Preferred  Stock  shall
     begin to accrue  and be  cumulative  from and  after  the date of  issuance
     thereof. A dividend period shall be deemed to commence on the day following
     a quarterly  dividend  payment date herein specified and to end on the next
     succeeding quarterly dividend payment date herein specified.

     3. Liquidation Rights.

          (a)  Upon  the   dissolution,   liquidation   or   winding-up  of  the
     Corporation,  whether voluntary or involuntary, the Holders of the Series A
     Preferred  Stock  shall be  entitled  to  receive  before  any  payment  or
     distribution  shall be made on the Junior  Stock,  out of the assets of the
     Corporation  available for distribution to  stockholders,  the Stated Value
     per share of Series A Preferred Stock and all accrued and unpaid  dividends
     to and including the date of payment  thereof.  Upon the payment in full of
     all amounts  due to Holders of the Series A Preferred  Stock the Holders of
     the Common  Stock of the  Corporation  and any other class of Junior  Stock
     shall receive all remaining assets of the Corporation legally available for
     distribution.  If the assets of the Corporation  available for distribution
     to the Holders of the Series A Preferred  Stock  shall be  insufficient  to
     permit  payment in full of the amounts  payable as aforesaid to the Holders
     of  Series  A  Preferred  Stock  upon  such  liquidation,   dissolution  or
     winding-up,  whether voluntary or involuntary,  then all such assets of the
     Corporation  shall be distributed to the exclusion of the Holders of shares
     of Junior Stock ratably among the Holders of the Series A Preferred Stock.

          (b) Neither the  purchase nor the  redemption  by the  Corporation  of
     shares  of any  class of  stock  nor the  merger  or  consolidation  of the
     Corporation with or into any other corporation or corporations nor the sale
     or transfer by the  Corporation  of all or any part of its assets  shall be
     deemed to be a liquidation,  dissolution  or winding-up of the  Corporation
     for the purposes of this paragraph 3.

     4. Conversion  into Common Stock.  Shares of Series A Preferred Stock shall
have the following conversion rights and obligations:

          (a) Subject to the further  provisions of this paragraph 4 each Holder
     of shares  of Series A  Preferred  Stock  shall  have the right at any time
     commencing after the issuance to the Holder of Series A Preferred Stock, to
     convert  such  shares into fully paid and  non-assessable  shares of Common
     Stock of the Corporation (as defined in paragraph 4(i) below) determined in
     accordance with the Conversion  Price provided in paragraph 4(b) below (the
     "Conversion  Price");  provided,  that  the  aggregate  Stated  Value to be
     converted  shall  be at  least  $10,000  (unless  if at the  time  of  such
     conversion  the aggregate  Stated Value of all shares of Series A Preferred
     Stock registered to the Holder is less than $10,000,  then the whole amount
     may be  converted).  All issued or  accrued  but  unpaid  dividends  may be
     converted at the election of the Holder  simultaneously with the conversion
     of  principal  amount of Stated  Value of Series A  Preferred  Stock  being
     converted.

          (b) The number of shares of Common Stock  issuable upon  conversion of
     each share of Series A  Preferred  Stock shall equal (i) the sum of (A) the
     Stated Value per share and (B) at the Holder's  election accrued and unpaid
     dividends  on  such  share,  divided  by (ii)  the  Conversion  Price.  The
     Conversion  Price shall be, at the  election of the Holder,  (x) 85% of the
     average of the three lowest  Closing Bid Prices for the thirty (30) trading
     days  immediately  preceding the issue date of the Series A Preferred Stock
     to the Holders who receive  Series A Preferred  Stock in the  Corporation's
     initial offering of Series A Preferred Stock ("Initial  Closing Date"),  or
     (y) 70% of the  average of the three (3) lowest  Closing Bid Prices for the
     thirty (30) days  immediately  preceding the  conversion of the  respective
     shares of Series A Preferred Stock or such shorter period commencing on the
     Initial Closing Date (Lookback  Period").  The Closing Bid Price shall mean
     the closing bid price of the Corporation's  Common Stock as reported by the
     NASD OTC Bulletin Board or the principal exchange or market where traded.
<PAGE>
          (c) The Holder of any  certificate  for  shares of Series A  Preferred
     Stock  desiring  to  convert  any of such  shares  may give  notice  of its
     decision  to  convert  the  shares  into  common  stock  by  delivering  or
     telecopying  an  executed  and  completed   notice  of  conversion  to  the
     Corporation or the Corporation's Transfer Agent and delivering within three
     business days thereafter,  the original certificate for the Preferred Stock
     properly  endorsed  for or  accompanied  by duly  executed  instruments  of
     transfer  (and  such  other  transfer  papers  as said  Transfer  Agent may
     reasonably require) to the Corporation or the Corporation's Transfer Agent.
     Each date on which a notice of conversion is delivered or telecopied to the
     Corporation  or the  Corporation's  Transfer  Agent in accordance  with the
     provisions  hereof shall be deemed a  Conversion  Date. A form of Notice of
     Conversion that may be employed by a Holder is annexed hereto as Exhibit A.
     The Corporation will transmit the  certificates  representing the shares of
     common  stock  issuable  upon  conversion  of any Series A Preferred  Stock
     (together  with the Series A Preferred  Stock  representing  the shares not
     converted) to the Holder via express  courier,  by  electronic  transfer or
     otherwise,  within five business days after receipt by the  Corporation  of
     the original or telecopied  notice of conversion and the Series A Preferred
     Stock representing the shares to be converted ("Delivery Date"). The Holder
     of the shares so surrendered for conversion shall be entitled to receive on
     or before the Delivery Date a certificate  or  certificates  which shall be
     expressed to be fully paid and  non-assessable  for the number of shares of
     Common  Stock to which such Holder shall be entitled  upon such  conversion
     registered  in the name of such  Holder.  The  Corporation  is obligated to
     deliver to the Holder  simultaneously with the aforedescribed Common Stock,
     at the election of the Holder,  additional  Common Stock  representing  the
     conversion at the Conversion  Price,  of dividends  accrued on the Series A
     Preferred  Stock  being  converted.  In the case of any Series A  Preferred
     Stock  which is  converted  in part  only the  Holder of shares of Series A
     Preferred  Stock shall upon  delivery of the  certificate  or  certificates
     representing Common Stock also receive a new share certificate representing
     the unconverted portion of the shares of Series A Preferred Stock.  Nothing
     herein  shall be  construed  to give  any  Holder  of  shares  of  Series A
     Preferred Stock  surrendering  the same for conversion the right to receive
     any additional  shares of Common Stock or other property which results from
     an adjustment in conversion rights under the provisions of paragraph (d) or
     (e) of this  paragraph  4 until  Holders of Common  Stock are  entitled  to
     receive the shares or other property giving rise to the adjustment.

          In the case of the  exercise  of the  conversion  rights  set forth in
     paragraph  4(a) the  conversion  privilege  shall be  deemed  to have  been
     exercised  and the shares of Common  Stock  issuable  upon such  conversion
     shall be  deemed  to have  been  issued  upon the  date of  receipt  by the
     Corporation or Transfer  Agent of the Notice of  Conversion.  The person or
     entity  entitled to receive  Common  Stock  issuable  upon such  conversion
     shall,  on the date  such  conversion  privilege  is  deemed  to have  been
     exercised and thereafter,  be treated for all purposes as the record Holder
     of such Common Stock and shall on the same date cease to be treated for any
     purpose as the record Holder of such shares of Series A Preferred  Stock so
     converted.
<PAGE>
          Upon the  conversion  of any  shares  of Series A  Preferred  Stock no
     adjustment or payment shall be made with respect to such  converted  shares
     on account of any dividend on the Common  Stock,  except that the Holder of
     such converted  shares shall be entitled to be paid any dividends  declared
     on shares of Common Stock after conversion thereof.

          The  Corporation  shall  not  be  required,  in  connection  with  any
     conversion of Series A Preferred  Stock, and payment of dividends on Series
     A Preferred  Stock to issue a fraction of a share of its Series A Preferred
     Stock and shall instead deliver a stock  certificate  representing the next
     whole number.

          The Corporation and Holder may not convert that amount of the Series A
     Preferred  Stock on a  Conversion  Date in  amounts  inconsistent  with the
     limitations set forth in the Subscription Agreement in connection with that
     number of shares of Common Stock which would be in excess of the sum of (i)
     the number of shares of Common Stock  beneficially  owned by the Subscriber
     and its affiliates on such  Conversion  Date, and (ii) the number of shares
     of Common  Stock  issuable  upon the  conversion  of the Series A Preferred
     Stock with respect to which the determination of this proviso is being made
     on such Conversion Date, which would result in beneficial  ownership by the
     Holder and its affiliates of more than 9.99% of the  outstanding  shares of
     Common  Stock of the  Corporation.  For the  purposes of the proviso to the
     immediately preceding sentence, beneficial ownership shall be determined in
     accordance  with Section 13(d) of the  Securities  Exchange Act of 1934, as
     amended,  and  Regulation  13d-3  thereunder.  The  Holder  may  revoke the
     conversion limitation described in this Paragraph upon 75 days prior notice
     to the  Corporation.  The  Holder may  allocate  which of the equity of the
     Corporation  deemed  beneficially  owned by the Holder shall be included in
     the 9.9% amount  described above and which shall be allocated to the excess
     above 9.99%.

          (d) The  Conversion  Price  determined  pursuant  to 4(b)(x)  shall be
     subject to adjustment from time to time as follows:

               (i) In case the  Corporation  shall at any time (A)  declare  any
          dividend or  distribution  on its Common Stock or other  securities of
          the Corporation  other than the Series A Preferred Stock, (B) split or
          subdivide the  outstanding  Common Stock,  (C) combine the outstanding
          Common  Stock  into a  smaller  number  of  shares,  or (D)  issue  by
          reclassification of its Common Stock any shares or other securities of
          the Corporation, then in each such event the Conversion Price shall be
          adjusted  proportionately  so that the  Holders of Series A  Preferred
          Stock  shall be  entitled  to receive the kind and number of shares or
          other  securities  of the  Corporation  which such Holders  would have
          owned or have been  entitled to receive  after the happening of any of
          the events described above had such shares of Series A Preferred Stock
          been  converted  immediately  prior to the happening of such event (or
          any record date with respect  thereto).  Such adjustment shall be made
          whenever any of the events  listed above shall  occur.  An  adjustment
          made to the Conversion pursuant to this paragraph 4(d)(i) shall become
          effective   immediately   after  the  effective   date  of  the  event
          retroactive to the record date, if any, for the event.

          (e) (i) In case of any  merger  of the  Corporation  with or into  any
     other  corporation  (other  than a merger in which the  Corporation  is the
     surviving  or  continuing  corporation  and  which  does not  result in any
     reclassification, conversion, or change of the outstanding shares of Common
     Stock) then unless the right to convert shares of Series A Preferred  Stock
     shall have  terminated,  as part of such merger lawful  provision  shall be
     made so that Holders of Series A Preferred Stock shall  thereafter have the
     right to convert  each share of Series A Preferred  Stock into the kind and
     amount of shares of stock and/or other  securities  or property  receivable
     upon such  merger by a Holder of the number of shares of Common  Stock into
     which such  shares of Series A Preferred  Stock  might have been  converted
     immediately  prior to such  consolidation  or merger.  Such provision shall
     also provide for adjustments  which shall be as nearly equivalent as may be
     practicable  to the  adjustments  provided  for in  paragraph  (d) of  this
     paragraph  4.  The  foregoing  provisions  of  this  paragraph  4(e)  shall
     similarly apply to successive mergers.
<PAGE>
               (ii) In case of any  sale or  conveyance  to  another  person  or
          entity  of  the  property  of  the  Corporation  as  an  entirety,  or
          substantially as an entirety, in connection with which shares or other
          securities or cash or other property shall be issuable, distributable,
          payable,  or deliverable for outstanding shares of Common Stock, then,
          unless the right to convert such shares shall have terminated,  lawful
          provision  shall be made so that the  Holders  of  Series A  Preferred
          Stock  shall  thereafter  have the right to convert  each share of the
          Series A  Preferred  Stock into the kind and amount of shares of stock
          or other securities or property that shall be issuable, distributable,
          payable,  or deliverable  upon such sale or conveyance with respect to
          each share of Common Stock immediately prior to such conveyance.

          (f) Whenever the number of shares to be issued upon  conversion of the
     Series A  Preferred  Stock is  required  to be adjusted as provided in this
     paragraph 4, the Corporation shall forthwith compute the adjusted number of
     shares to be so  issued  and  prepare  a  certificate  setting  forth  such
     adjusted  conversion  amount and the facts upon  which such  adjustment  is
     based,  and such  certificate  shall  forthwith  be filed with the Transfer
     Agent for the  Series A  Preferred  Stock  and the  Common  Stock;  and the
     Corporation shall mail to each Holder of record of Series A Preferred Stock
     notice of such adjusted conversion price.

          (g) In case at any time the Corporation shall propose:

               (i) to pay any  dividend or  distribution  payable in shares upon
          its Common Stock or make any distribution  (other than cash dividends)
          to the Holders of its Common Stock; or

               (ii) to offer for subscription to the Holders of its Common Stock
          any additional shares of any class or any other rights; or

               (iii)  any  capital  reorganization  or  reclassification  of its
          shares  or the  merger of the  Corporation  with  another  corporation
          (other  than a merger in which the  Corporation  is the  surviving  or
          continuing   corporation   and   which   does   not   result   in  any
          reclassification,  conversion,  or change of the outstanding shares of
          Common Stock); or

               (iv) the voluntary dissolution,  liquidation or winding-up of the
          Corporation;

then, and in any one or more of said cases, the Corporation shall cause at least
fifteen  (15)  days  prior  notice  of the  date on which  (A) the  books of the
Corporation  shall  close  or  a  record  be  taken  for  such  stock  dividend,
distribution,  or  subscription  rights,  or (B)  such  capital  reorganization,
reclassification,  merger,  dissolution,  liquidation  or winding-up  shall take
place,  as the case may be, to be mailed to the Transfer  Agent for the Series A
Preferred  Stock and for the  Common  Stock and to the  Holders of record of the
Series A Preferred Stock.

          (h) So long as any shares of Series A  Preferred  Stock  shall  remain
     outstanding  and the  Holders  thereof  shall have the right to convert the
     same in  accordance  with  provisions of this  paragraph 4 the  Corporation
     shall at all times reserve from the authorized  and unissued  shares of its
     Common Stock a sufficient number of shares to provide for such conversions.
<PAGE>
          (i) The term Common  Stock as used in this  paragraph 4 shall mean the
     $.001  par  value  Common  Stock  of  the  Corporation  as  such  stock  is
     constituted at the date of issuance  thereof or as it may from time to time
     be  changed  or  shares of stock of any  class of other  securities  and/or
     property  into which the shares of Series A  Preferred  Stock  shall at any
     time become convertible pursuant to the provisions of this paragraph 4.

          (j) The  Corporation  shall pay the amount of any and all issue  taxes
     (but not  income  taxes)  which may be  imposed  in respect of any issue or
     delivery of stock upon the  conversion  of any shares of Series A Preferred
     Stock,  but all  transfer  taxes and  income  taxes  that may be payable in
     respect  of any  change of  ownership  of Series A  Preferred  Stock or any
     rights  represented  thereby or of stock receivable upon conversion thereof
     shall  be paid  by the  person  or  persons  surrendering  such  stock  for
     conversion.

          (k) In the event a Holder  shall elect to convert any shares of Series
     A  Preferred  Stock as  provided  herein,  the  Corporation  may not refuse
     conversion  based on any claim that such  Holder or any one  associated  or
     affiliated  with such Holder has been  engaged in any  violation of law, or
     for any  other  reason  unless,  an  injunction  from a court,  on  notice,
     restraining  and or enjoining  conversion  of all or part of said shares of
     Series A Preferred Stock shall have been issued and the Corporation posts a
     surety  bond for the  benefit  of such  Holder in the amount of 150% of the
     Stated  Value of the Series A Preferred  Stock and  dividends  sought to be
     converted,  which is subject to the injunction,  which bond shall remain in
     effect until the  completion of  arbitration/litigation  of the dispute and
     the  proceeds  of which  shall be  payable  to such  Holder in the event it
     obtains judgment.

          (l) In addition to any other rights  available  to the Holder,  if the
     Corporation fails to deliver to the Holder such certificate or certificates
     pursuant to Section  4(c) by the  Delivery  Date and if after the  Delivery
     Date the Holder  purchases  (in an open market  transaction  or  otherwise)
     shares of Common Stock to deliver in  satisfaction of a sale by such Holder
     of the  Common  Stock  which the  Holder  anticipated  receiving  upon such
     conversion  (a  "Buy-In"),  then the  Corporation  shall pay in cash to the
     Holder (in addition to any remedies  available to or elected by the Holder)
     the  amount by which  (A) the  Holder's  total  purchase  price  (including
     brokerage commissions,  if any) for the shares of Common Stock so purchased
     exceeds (B) the aggregate  Stated Value of the shares of Series A Preferred
     Stock for which such  conversion  was not  timely  honored,  together  with
     interest thereon at a rate of 15% per annum, accruing until such amount and
     any accrued interest thereon is paid in full (which amount shall be paid as
     liquidated  damages  and not as a  penalty).  For  example,  if the  Holder
     purchases  shares of Common Stock having a total  purchase price of $11,000
     to cover a Buy-In with  respect to an  attempted  conversion  of $10,000 of
     Stated Value of Series A Preferred Stock, the Corporation shall be required
     to pay the Holder  $1,000,  plus  interest.  The Holder  shall  provide the
     Corporation  written notice indicating the amounts payable to the Holder in
     respect of the Buy-In.

     5.  Mandatory  Conversion.  The  shares  of  Series A  Preferred  Stock and
dividends may not be converted without the consent of the Holder.

     6. Voting  Rights.  The shares of Series A  Preferred  Stock shall not have
voting rights.
<PAGE>
     7.  Redemption.  From and  after  the  Effective  Date of the  Registration
Statement as defined in Section 10.1(iv) of the Subscription  Agreement  entered
into by the  Corporation  and Holder (or Holder's  predecessor)  relating to the
Series A Preferred Stock ("Subscription  Agreement"),  the Corporation will have
the  option,  provided  notice is given to the  Holder  within  five (5) days of
delivery of a Notice of  Conversion  ("Notice of  Redemption")  of redeeming the
Series A Preferred  Stock  ("Optional  Redemption")  which is the subject of the
Notice of  Conversion,  by paying to the Holder a sum of money equal 130% of the
Stated  Value of the  aggregate of the Series A Preferred  Stock being  redeemed
plus the dollar  amount of accrued  dividends  on the Series A  Preferred  Stock
being redeemed ("Redemption Amount"). A Notice of Redemption may be given by the
Company  only if the  Conversion  Price  elected  by the  Holder  is  calculated
pursuant to Section 4(b)(y) of this Certificate of Designation.  The date Notice
of Redemption is given by the Corporation is the "Redemption  Date." A Notice of
Redemption  must be accompanied by a certificate  signed by the chief  executive
officer  or  chief  financial  officer  of  the  Corporation  stating  that  the
Corporation  has on deposit and  segregated  ready funds equal to the Redemption
Amount.  The  Redemption  Amount must be paid in good funds to the Holder on the
Delivery Date. In the event the Corporation  fails to pay the Redemption  Amount
by such Delivery  Date,  then the  Redemption  Notice will be null and void with
respect to the Series A Preferred Stock for which the Redemption  Amount had not
been timely paid and the  Corporation  will  thereafter have no further right to
effect an Optional  Redemption.  Any Notice of  Redemption  must be given to all
Holders of Series A Preferred  Stock in proportion to their holdings of Series A
Preferred Stock on a Redemption Date.

     8. Event of  Default.  The  occurrence  of any of the  following  events of
default  ("Event of Default")  shall,  after the  applicable  period to cure the
Event of Default,  cause the dividend rate of 8% described in paragraph 2 hereof
to become 15% from and after the occurrence of such event,  and the Holder shall
have the  option to require  the  Corporation  to redeem the Series A  Preferred
Stock  held by  such  Holder  by the  immediate  payment  to the  Holder  by the
Corporation  of a sum of money  equal to the  number  of  shares  that  would be
issuable  upon  conversion  of an amount of Stated  Value and accrued  dividends
designated by the Holder at the Conversion Price in effect as of the trading day
prior to the date notice is given to the Corporation by the Holder multiplied by
the average of the closing ask prices of the Corporation's  Common Stock for the
same days employed when determining such Conversion Price:

          (a) The Corporation  fails to pay any dividend  payment required to be
     paid  pursuant to the terms of  paragraph 2 hereof or the failure to timely
     pay any other sum of money due to the Holder from the  Corporation and such
     failure continues for a period of ten (10) days after written notice to the
     Corporation from the Holder.

          (b) The Corporation breaches any material covenant,  term or condition
     of the  Subscription  Agreement  entered into between the  Corporation  and
     Holder relating to Series A Preferred Stock  ("Subscription  Agreement") or
     in this Certificate of Designation,  and such breach continues for a period
     of seven (7) days after written notice to the Corporation from the Holder.

          (c) Any material representation or warranty of the Corporation made in
     the Subscription Agreement,  or in any agreement,  statement or certificate
     given in writing pursuant thereto shall be false or misleading.

          (d)  The  Corporation  or  any  of  its  subsidiaries  shall  make  an
     assignment  of a  substantial  part of its  property  or  business  for the
     benefit  of  creditors,  or apply for or consent  to the  appointment  of a
     receiver or trustee  for it or for a  substantial  part of its  property or
     business, or such a receiver or trustee shall otherwise be appointed.


<PAGE>
          (e) Any  money  judgment,  confession  of  judgment,  writ or  similar
     process  shall be entered  against the  Corporation,  a  subsidiary  of the
     Corporation,  or their property or other assets for more than $50,000,  and
     is not vacated, satisfied, bonded or stayed within 45 days.

          (f) Bankruptcy, insolvency,  reorganization or liquidation proceedings
     or other  proceedings or relief under any bankruptcy law or any law for the
     relief of debtors shall be instituted by or against the  Corporation or any
     of its subsidiaries.

          (g) An order entered by a court of competent  jurisdiction,  or by the
     Securities  and  Exchange  Commission,  or by the National  Association  of
     Securities  Dealers,  preventing  purchase  and  sale  transactions  in the
     Corporation's Common Stock.

          (h) The  Corporation's  failure to timely  deliver Common Stock to the
     Holder pursuant to paragraph 4 hereof or the Subscription Agreement.

          (i) The occurrence of a Non-Registration Event as described in Section
     10.4 of the Subscription Agreement.

          (j) The occurrence of an Approval Default as defined in Section 7.1(e)
     of the Subscription Agreement.

          (k) Delisting of the Common Stock from the NASD OTC Bulletin  Board or
     such  other  principal  exchange  on which the  Common  Stock is listed for
     trading,  failure to satisfy the requirements for continued listing on such
     market  or  exchange,  or  notification  that  the  Corporation  is  not in
     compliance with the conditions for such continued listing.

     9. Status of  Converted or Redeemed  Stock.  In case any shares of Series A
Preferred  Stock shall be redeemed or otherwise  repurchased or reacquired,  the
shares  so  redeemed,  converted,  or  reacquired  shall  resume  the  status of
authorized  but  unissued  shares  of  Preferred  Stock  and  shall no longer be
designated as Series A Preferred Stock.


Dated: April _____, 2000

                                            ENDOVASC LTD., INC.



                                            By:_________________________________



<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

     (To Be Executed By the  Registered  Holder in Order to Convert the Series A
Convertible Preferred Stock of Endovasc Ltd., Inc.)

     The undersigned hereby irrevocably elects to convert $______________ of the
Stated Value of the above Series A  Convertible  Preferred  Stock into shares of
Common  Stock of  Endovasc  Ltd.,  Inc.  (the  "Corporation")  according  to the
conditions hereof, as of the date written below.

Date of Conversion:_____________________________________________________________

Applicable Conversion Price Per Share:__________________________________________

Conversion Price Calculated Pursuant to:
Section 4(b)(x):__________________________  or 4(b)(y):_________________________

The three dates and closing prices employed are:

(1)_______________/$_______________         (2)_______________/$_____________

(3)_______________/$_______________


Number of Common Shares Issuable Upon This Conversion:_____________



Signature:____________________________________________________________________

Print Name:___________________________________________________________________

Address:______________________________________________________________________

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Deliveries Pursuant to this Notice of Conversion Should Be Made to:

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