Exhibit 4.1

                           CERTIFICATE OF DESIGNATION

                   ESTABLISHING THE RIGHTS AND PREFERENCES OF
               10% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK

                         GOLD AND MINERALS COMPANY, INC.
                              A NEVADA CORPORATION


     I, the undersigned, LARRY L. LOZENSKY, do hereby certify:

     (1) I am the Chairman and Secretary of GOLD AND MINERALS  COMPANY,  INC., a
Nevada corporation (the "Corporation").

     (2) Pursuant to the authority granted under the  Corporation's  Articles of
Incorporation,  the Board of Directors of said Corporation, by unanimous consent
in  writing  effective  as of August 31,  1999 has duly  adopted  the  following
recitals and resolutions:

          "WHEREAS,   this   Corporation   is  authorized  by  its  Articles  of
     Incorporation  to issue  10,000,000  shares of preferred  stock,  par value
     $0.001 per share (the "Preferred Stock"); and

          "WHEREAS, this Corporation has not previously designated any series of
     its Preferred Stock; and

          "WHEREAS, the Board of Directors of this Corporation is authorized, as
     to the Preferred Stock,  within the limitations and restrictions  stated in
     the Articles of  Incorporation,  to fix by  resolution or  resolutions  the
     designation of each series of Preferred  Stock and the powers,  preferences
     and  relative   participating,   optional  or  other  special   rights  and
     qualifications,  limitations or restrictions  thereof,  including,  without
     limitation,  such  provisions  as  may  be  desired  concerning  dividends,
     redemption,  voting,  dissolution or the distribution of assets, conversion
     or  exchange,  and  such  other  subjects  or  matters  as may be  fixed by
     resolution or resolutions of the Board of Directors; and

          "WHEREAS, the Board of Directors of this Corporation desires, pursuant
     to its authority granted under the Articles of Incorporation,  to determine
     and fix the rights, preferences,  privileges and restrictions relating to a
     first  series  of said  Preferred  Stock,  and to fix the  number of shares
     constituting and the designation of such series;

          "NOW,  THEREFORE,  BE IT RESOLVED,  that there is hereby  authorized a
     series of Preferred  Stock on the terms and with the provisions  herein set
     forth:

                                        1
<PAGE>
     SECTION  1.   DESIGNATION,   NUMBER  AND  RESTRICTIONS  ON  ISSUANCE.   The
designation  of the series of Preferred  Stock  authorized by these  resolutions
shall be "10% Series A Cumulative  Convertible  Preferred  Stock" (the "Series A
Preferred  Stock").  The authorized  number of shares  constituting the Series A
Preferred Stock shall be Five Million (5,000,000) shares. The Board of Directors
is further authorized,  within the limitations and restrictions set forth in the
Articles of  Incorporation  or stated in any  resolution or  resolutions  of the
Board of Directors,  to increase or decrease (but not below the number of shares
of such  series  then  outstanding)  the number of shares of Series A  Preferred
Stock subsequent to the issuance of shares of such series. In case the number of
shares  of any  series  shall be so  decreased,  the  shares  constituting  such
decrease  shall  resume the status which they had prior to the adoption of these
or any  subsequent  resolutions  originally  fixing the number of shares of such
series.

     SECTION 2. CONVERSION RIGHTS.

     2.1. As used  herein,  the term  "Common  Stock" shall mean and include the
Corporation's  Common Stock, $.001 par value, as constituted on August 31, 1999,
and as the same shall be constituted  thereafter including  adjustments required
for any capital reorganization or reclassification  thereof subsequent to August
31,  1999.  On  September  1, 2000 if the  Common  Stock of the  Corporation  is
publicly  traded as  described  below in Section 2.3 and without the election of
the  holders of Series A Preferred  Stock  (except as  permitted  by Section 2.4
below) and up to the close of business on the second  business  day  immediately
preceding a date fixed for redemption of Series A Preferred  Stock in accordance
with  Section 7 below at the  election  of the  respective  holders  of Series A
Preferred  Stock,  subject to the terms and conditions set forth herein,  issued
and  outstanding  shares of the Series A  Preferred  Stock and any  accrued  and
unpaid  dividends  thereon shall be converted into fully paid and  nonassessable
shares of Common Stock of the Corporation at the conversion  ratio as defined in
Section  2.2 below,  subject to  adjustment  as  provided  in Section  2.7 below
(herein called the "Conversion Ratio").

     2.2. The  Conversion  Ratio shall be equal to the quotient of $1.00 divided
by the Market  Value of the Common  Stock.  The Market Value of the Common Stock
shall be  determined as the average of the closing bid price of the Common Stock
on any  securities  exchange  or as  reported  by the  National  Association  of
Securities Dealers Automated  Quotation System on the last ten (10) trading days
prior to the date of  conversion.  Upon  conversion  the number of Common  Stock
shares to be issued to each Series A Preferred Stockholder shall be equal to the
number of Series A Preferred Stock shares held by such Shareholder multiplied by
the Conversion Ratio.

     2.3 In the event the Common Stock is not trading on September 1, 2000, then
the Series A Preferred  Stock shall be converted  into Common Stock  without the
election of the holders of the Series A Preferred Stock at the Conversion  Ratio
of 2.5 (2.5  shares of Common  Stock  upon  conversion  of 1.0 share of Series A

                                       2
<PAGE>
Preferred  Stock),  subject to adjustment as provided in Section 2.7 below. "Not
trading" as used in the preceding sentence shall mean if there is no closing bid
price  for the  Common  Stock on any  securities  exchange  or  reported  by the
National  Association of Securities Dealers Automated Quotation System on any of
the last ten (10) trading days prior to September 1, 2000.

     2.4.  In the event the Market  Value of the  Common  Stock  shall  equal or
exceed Ten Dollars  ($10.00)  per share before  September 1, 2000 and  continues
above said price,  the  respective  holders of the Series A Preferred  Stock may
convert  their  respective  Series A Preferred  Shares into Common  Stock at the
Conversion Ratio.

     2.5. In order to exercise the conversion privilege, a holder of outstanding
shares of Series A Preferred Stock shall surrender certificates for the Series A
Preferred  Stock to be converted and  exchanged at the  principal  office of the
Corporation,  and shall give written  notice to the  Corporation  at said office
that the holder  elects to convert such Series A Preferred  Stock into shares of
the  Corporation's  Common Stock. Such notice shall also state the name or names
(with  addresses) in which  certificates  for shares of Common Stock issuable on
such  conversion  shall  be  issued,   subject  to  compliance  with  applicable
securities  laws.

     2.6. The  Corporation  shall not issue  fractions of shares of Common Stock
upon  conversions  of  shares  of  Series A  Preferred  Stock.  If more than one
certificate  representing  shares  of the  Series  A  Preferred  Stock  shall be
surrendered  for  conversion at one time by the same holder,  the number of full
shares of Common Stock which shall be issuable upon conversion  thereof shall be
computed  on the basis of the  aggregate  number of shares of Series A Preferred
Stock so  surrendered.  If any  fractional  interest in a share of Common  Stock
would  otherwise be  deliverable  upon the  conversion of any shares of Series A
Preferred Stock, the Corporation  shall pay a cash adjustment in respect of such
fractional  interest in an amount equal to the Market  Value of such  fractional
interest.  So long as there is outstanding any Series A Preferred  Stock,  there
shall be reserved unissued,  out of the authorized but unissued shares of Common
Stock, at least TEN MILLION  (10,000,000)  shares of Common Stock to provide for
conversion of Series A Preferred Stock in accordance with the provisions of this
Section 2.

     2.7. The Conversion  Ratio shall be subject to adjustment from time to time
hereafter as follows:

     (A) In the event the  Corporation  at any time after  August 31, 1999 shall
issue a stock  dividend  on its  outstanding  shares  of  Common  Stock or shall
subdivide  or combine  the  outstanding  shares of Common  Stock  issuable  upon
conversion of the Series A Preferred  Stock,  the Conversion Ratio and number of
shares  issuable  upon  conversion  of the  Series A  Preferred  Stock  shall be
proportionately  and  equitably  adjusted as if the holder of record of Series A
Preferred  Stock had  converted  shares of Series A Preferred  Stock into Common
Stock  immediately  prior  to such  event.  Any  such  adjustment  shall  become

                                       3
<PAGE>
effective  at the  close of  business  on the date  that  such  stock  dividend,
subdivision or combination  relating to the Common Stock shall become effective.
For the purposes of such adjustment,  the Conversion Ratio in effect immediately
prior to such stock  dividend,  subdivision  or combination  shall  forthwith be
changed to a Conversion Ratio determined by:

          (i) dividing  the total  number of shares of Common Stock  outstanding
     immediately  after the stock dividend,  subdivision or  combination,  by an
     amount  equal to the total  number of  shares of Common  Stock  outstanding
     immediately prior to such stock dividend, subdivision or combination; and

          (ii)  multiplying  the  result  of  clause  (i)  above  by the  actual
     Conversion  Ratio  in  effect  immediately  prior to such  stock  dividend,
     subdivision or combination.

and the total of shares of Common Stock  thereafter  issuable and deliverable on
conversion  of the  Series A  Preferred  Stock  shall be the  number  of  shares
obtained by applying the Conversion Ratio as so adjusted.

     (B) In case of any capital  reorganization or any  reclassification  of the
shares of Common  Stock of the  Corporation  (other  than as a result of a stock
dividend,  subdivision  or  combination,  as  aforesaid),  or  in  case  of  any
consolidation   with  or  merger  of  the  Corporation   into  or  with  another
corporation,  or the sale,  lease or other  disposition of the properties of the
Corporation as an entirety or  substantially  as an entirety,  then as a part of
such  reorganization,  reclassification,  consolidation,  merger, sale, lease or
other  disposition,  as the case may be, lawful  provision shall be made so that
the  holders of record of the Series A  Preferred  Stock shall have the right at
that time to convert  their  respective  Series A Preferred  Stock at the Market
Value and to receive upon such conversion  thereof the kind and amount of shares
of stock or other  securities  or property  which such  holders  would have been
entitled   to   receive   if,   immediately   prior   to  such   reorganization,
reclassification,  consolidation, merger, sale, lease or other disposition, such
holders had held the number of shares of Common  Stock which were then  issuable
upon the  conversion  of the Series A Preferred  Stock then held by them. In any
such  case,  appropriate  adjustment  shall  be made in the  application  of the
provisions set forth herein with respect to the rights and interests  thereafter
of the  holders of record of the Series A Preferred  Stock,  to the end that the
provisions set forth herein (including provisions with respect to adjustments of
the Conversion  Ratio) shall  thereafter be applicable,  as nearly as reasonably
may be,  in  relation  to any  shares  of  stock or  other  property  thereafter
deliverable upon the conversion of such Series A Preferred Stock.

     2.8. Upon any conversion of Series A Preferred Stock in accordance with the
foregoing,  all of such shares of Series A Preferred Stock shall be canceled and
revert to the status of authorized and unissued shares of Preferred Stock.

                                       4
<PAGE>
     SECTION 3. REGISTRATION OF COMMON STOCK.

     3.1.(a) If the  Corporation  proposes to register  any of its Common  Stock
under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  on any
registration  statement,  whether or not for its own  account  (other  than by a
registration  statement  on Form  S-8 or  other  form  which  does  not  include
substantially  the  same  information  as would  be  required  in a form for the
general registration of securities,  would not be available for the Common Stock
or relates to any employee benefit plan or  reorganization  of the Corporation),
it shall as  expeditiously  as possible  give written  notice to all  registered
holders of Series A Preferred  Stock of such  holders'  "Piggyback  Registration
Rights" as set forth in this Section 3. Upon the written  request (which request
shall,  if  applicable,  specify that a holder shall be required to exercise the
right to convert and the number of shares of Common Stock intended to be sold by
such holder after  exercise) of any holder made within 20 days after  receipt of
any such notice,  the Corporation shall (subject to the additional terms of this
Agreement)  include in the  registration  statement  the shares of Common  Stock
issuable  upon  conversion  of the Series A  Preferred  Stock (the  "Registrable
Securities")  which the  Corporation  has been so  requested  to register by the
holder thereof and the  Corporation  shall keep such  registration  statement in
effect and maintain compliance with each federal and state law or regulation for
the  period  necessary  for such  holder to effect  the  proposed  sale or other
disposition (but in no event for a period greater than 120 days).

     (b) If,  at any time  after  giving  written  notice  of its  intention  to
register  Registrable  Securities in a Piggyback  Registration  but prior to the
effective date of the related  registration  statement,  the  Corporation  shall
determine for any reason not to register any Common Stock, the Corporation shall
give  notice of such  determination  to each  holder  and,  thereupon,  shall be
relieved of its obligation to register any Registrable  Securities in connection
with  such  Piggyback   Registration.   All  best  efforts  obligations  of  the
Corporation shall cease if the Corporation determines to terminate prior to such
effective date any registration pursuant to this Section 3.1.

     (c)  If a  Piggyback  Registration  involves  an  offering  by  or  through
underwriters,  all  holders  requesting  to have  their  Registrable  Securities
included in the Corporation's registration statement must sell their Registrable
Securities to the underwriters selected by the Corporation on the same terms and
conditions as apply to other selling shareholders,  and any holder requesting to
have its  Registrable  Securities  included in such  registration  statement may
elect in writing,  not later than three business days prior to the effectiveness
of the registration statement filed in connection with such registration, not to
have  its   Registrable   Securities  so  included  in   connection   with  such
registration.

     (d)  If a  Piggyback  Registration  involves  an  offering  by  or  through
underwriters, the Corporation, except as otherwise provided herein, shall not be
required  to  include  Registrable  Securities  therein if and to the extent the
underwriter  managing the offering reasonably believes in good faith and advises
each  holder  requesting  to  have  Registrable   Securities   included  in  the
Corporation's  registration  statement  that  such  inclusion  would  materially
adversely affect such offering,  provided that if other selling shareholders who
are employees,  officers,  directors or other affiliates of the Corporation have

                                       5
<PAGE>
requested  registration of securities in the proposed offering,  the Corporation
will reduce or eliminate such other selling shareholders'  securities before any
reduction or elimination of Registrable Securities held by holders of the Series
A Preferred  Stock,  and any such  reduction or  elimination  (after taking into
account the effect of preceding  clause)  shall be pro rata to all other holders
of the securities of the Corporation  exercising 'piggyback  registration rights
similar to those set forth  herein in  proportion  to the  respective  number of
shares of Registrable Securities they have requested to be registered.


     3.2.(a) At any time after  September 1, 2000 and  provided the  Registrable
Securities,  upon  conversion,  are not  otherwise  qualified  for sale under an
exemption  available under the Securities Act, holders of an aggregate of 75% of
all outstanding Series A Preferred Stock may exercise their "Demand Registration
Rights"  as  described  herein for  registration  covering  the  public  sale of
Registrable  Securities  hereunder.  As  soon  as  practicable  thereafter,  the
Corporation  shall use its best efforts to file a  registration  statement  with
respect  to the  Registrable  Securities  which  holders  have  requested  to be
registered and obtain the  effectiveness  thereof,  and to take all other action
necessary  under  any  federal  or  state  law  or  regulation  to  permit  such
Registrable  Securities to be sold or otherwise disposed of, and the Corporation
shall  maintain  such  compliance  with  each  such  federal  and  state law and
regulation for the period necessary for such holders to effect the proposed sale
or other  disposition;  PROVIDED  THAT the  Corporation  shall have the right to
delay such registration under certain circumstances for up to 90 days during any
12 month period. The Corporation shall be required to effect one registration or
qualification pursuant to this Section 3.2, and shall not be obligated to effect
a registration during the six month period commencing with the date of any other
registration  under the  Securities  Act in which  Registrable  Securities  were
registered.

     (b) The Corporation may delay any  registration  under this Section 3.2 for
not more than 90 days if management  determines in good faith that such delay is
necessary to consummate a pending  transaction.  If the registration is delayed,
management  will  notify the holders of Series A Preferred  Stock  within  three
weeks after receipt of notice specified in Section 3.2(a) of the delay but shall
not be required to provide any information to any holder regarding the existence
or the nature of any pending transactions.

     3.3.(a)  Subject to paragraph  (b) of this  Section  3.3, the  registration
rights of the holders  pursuant to this  Agreement  and the ability to offer and
sell Registrable  Securities pursuant to a registration statement are subject to
the  following  conditions  and  limitations,  and each  holder  agrees with the
Corporation that:

          (i) If the Corporation  determines in its good faith judgment that the
     filing of a registration  statement under Section 3.1 or Section 3.2 hereof
     or the use of any  prospectus  would  require the  disclosure  of important
     information  which the  Corporation  has a bona fide  business  purpose for
     preserving  as  confidential  or the  disclosure  of which would impede the
     Corporation's ability to consummate a significant transaction, upon written
     notice of such determination by the Corporation,  the rights of the holders
     to offer,  sell or distribute any securities  pursuant to the  registration

                                       6
<PAGE>
     statement or to require the  Corporation to take action with respect to the
     registration  or  sale  of any  securities  pursuant  to  the  registration
     statement  (including any action  contemplated  by Section 3.4 hereof) will
     for up to 60 days in any 12 month period be  suspended  until the date upon
     which the  Corporation  notifies the holders in writing that  suspension of
     such  rights for the  grounds  set forth in this  Section  3.3(a)(i)  is no
     longer necessary.

          (ii) If all reports  required to be filed by the Corporation  pursuant
     to the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
     have not been filed by the required date without  regard to any  extension,
     or if  consummation  of any business  combination  by the  Corporation  has
     occurred  or is  probable  for  purposes  of  Rule  3-05 or  Article  11 of
     Regulation S-X under the Securities Act, upon written notice thereof by the
     Corporation  to the  holders,  the rights of the holders to offer,  sell or
     distribute  any  securities  pursuant to the  registration  statement or to
     require the Corporation to take action with respect to the  registration or
     sale of any securities  pursuant to the registration  statement  (including
     any action  contemplated  by Section 3.4 hereof)  will for up to 60 days in
     any 12 month period be suspended  until the date upon which the Corporation
     has filed such reports or obtained the  financial  information  required by
     Rule  3-05  or  Article  11  of  Regulation  S-X  to  be  included  in  the
     registration statement.

          (iii)  In the case of the  registration  of any  underwritten  primary
     equity offering  initiated by the Corporation  (other than any registration
     by the  Corporation  on Form S-8, or a successor or  substantially  similar
     form, of (A) an employee stock option,  stock purchase or compensation plan
     or of  securities  issued or issuable  pursuant to any such plan,  or (B) a
     dividend reinvestment plan), each holder agrees, if requested in writing by
     the managing underwriter or underwriters  administering such offering,  not
     to effect any offer,  sale or  distribution of securities (or any option or
     right to acquire  securities)  during the period commencing on the 10th day
     prior to the effective  date of the  registration  statement  covering such
     underwritten  primary  equity  offering and ending on the date specified by
     such managing  underwriter  in such written  request to such holder,  which
     period may be of a duration of 90 days or more.

          (iv) In the event that the Corporation  plans to repurchase or bid for
     securities of the  Corporation in the open market,  on a private  solicited
     basis or otherwise, and the Corporation determines,  in its reasonable good
     faith  judgment  and based upon the  advice of  counsel to the  Corporation
     (which counsel shall be experienced in securities  laws matters),  that any
     such repurchase or bid may not, under Rule 10b-6 under the Exchange Act, or
     any successor or similar rule ("Rule  10b-6"),  be commenced or consummated
     due to the  existence  or the  possible  commencement  of a  "distribution"
     (within  the  meaning of Rule  10b-6) as a result of any offers or sales by
     holders  of any  Registrable  Securities,  as the  case may be,  under  any
     registration  statement filed pursuant to this  Agreement,  the Corporation
     shall be entitled, for a period of 90 days or more, to request that holders
     of  Registrable  Securities,  to  suspend  or  postpone  such  distribution
     pursuant  to  such  registration   statement  (a  "10b-6  Election").   The
     Corporation shall, as promptly as practicable,  give such holder or holders
     written  notice  of  such  10b-6  Election,   stating  the  basis  for  the

                                       7
<PAGE>
     Corporation's  determination.  As promptly  as  practicable  following  the
     determination  by the Corporation  that the holders or holders may commence
     or recommence their  distribution  pursuant to the  registration  statement
     without  causing the  Corporation  to be in  violation  of Rule 10b-6,  the
     Corporation  shall  give such  holder  or  holders  written  notice of such
     determination.

     (b)  Notwithstanding  the provisions of Section 3.3(a) above, the aggregate
number of days (whether or not  consecutive)  during which the  Corporation  may
delay the effectiveness of a registration statement or prevent offerings,  sales
or distribution by the holders thereunder pursuant to Section 3.3(a) shall in no
event exceed 180 days during any 12-month period.

     (c)  The  Corporation  may  require  each  selling  holder  of  Registrable
Securities,  as a condition to the  inclusion of the  Registrable  Securities of
such selling holder in the registration statement or in any offering thereunder,
as the case may be, to furnish to the Corporation such information regarding the
holder and the  distribution of such securities as the Corporation may from time
to time  reasonably  request  (which  request  shall be  confirmed in writing if
requested by the  Corporation)  in order to comply with  applicable law and such
other   information  as  may  be  legally   required  in  connection  with  such
registration or offering, and the holder shall promptly provide such information
and a written consent to the inclusion of such  information in the  registration
statement or any prospectus or supplement thereto;  provided that the failure of
any holder to provide such  information to the Corporation  shall not in any way
affect the  obligations of the  Corporation  hereunder with respect to any other
holder.

     3.4. In connection with the obligations of the Corporation  with respect to
the  registration  statement  pursuant to Section 3.1 or Section 3.2, hereof and
subject to Section 3.3 hereof, the Corporation shall:

     (a) (i) prepare and file with the  Commission a  registration  statement on
the appropriate  form under the Securities Act, (A) which form shall be selected
by the  Corporation  and  shall be  available  for the  sale of the  Registrable
Securities in accordance  with the intended method or methods of distribution by
the selling holders thereof (provided that the Corporation shall not be required
to use any form other than Form S-1, S-2 or S-3 or any successor  form and shall
not  be  required  to  file  more  than  one  registration  statement  with  the
Commission) and (B) which registration  statement shall comply as to form in all
material  respects with the  requirements  of the applicable form and include or
incorporate by reference all financial  statements required by the Commission to
be so included or  incorporated by reference,  FURTHER  PROVIDED that subject to
the  registration   statement  and  prospectus  being  in  compliance  with  the
requirements of the Securities Act and the Exchange Act (including all rules and
regulations  of  the  Commission  thereunder),  the  Corporation  has  the  sole
discretion to determine the form, substance and presentation of any financial or
other  information  included in any  registration  statement or prospectus,  and
whether such information  should be included in such  registration  statement or
prospectus;  and (ii) use its reasonable best efforts to cause such registration
statement to become  effective and remain  effective in accordance  with Section
3.1 and Section 3.2 hereof;

                                       8
<PAGE>
     (b) prepare and file with the Commission such amendments and post-effective
amendments  to the  registration  statement  as may be  necessary  to keep  such
registration  statement  effective  for the  applicable  period;  and cause each
prospectus to be supplemented by any required prospectus  supplement,  and as so
supplemented to be filed pursuant to Rule 424 under the Securities Act;

     (c) in  the  event  that  any  federal  law or  regulation  binding  on the
Corporation  and adopted  after the date  hereof so requires  (and would also so
require if the Registrable  Securities were being offered in a primary  offering
by the Corporation rather than by the holders),  use its reasonable best efforts
to cause such  Registrable  Securities to be registered with or approved by such
other federal governmental agencies or authorities in the United States, if any,
as may be required by virtue of the business and  operations of the  Corporation
to enable the selling holders to consummate the disposition of such  Registrable
Securities;

     (d) furnish to each holder of  Registrable  Securities and to each managing
underwriter of an underwritten  offering of Registrable  Securities  pursuant to
Section 4(1) of the Securities Act, if any,  without  charge,  as many copies of
each  prospectus,  including each preliminary  prospectus,  and any amendment or
supplement  thereto as such holder or  underwriter  may reasonably  request,  in
order to  facilitate  the public sale or other  disposition  of the  Registrable
Securities;

     (e) use its reasonable  best efforts to register or qualify the Registrable
Securities  under all  applicable  state  securities  or "blue sky" laws of such
jurisdictions  as any holder of Registrable  Securities of such class covered by
the registration  statement  shall, on 20 days prior written notice,  reasonably
request in writing.  Such notice to be sent at any time prior to the  applicable
registration   statement  being  declared  effective  by  the  Commission.   The
Corporation  shall maintain such  registration or qualification in effect during
the applicable  period provided in Section 3.1 or Section 3.2 hereof;  PROVIDED,
HOWEVER,  that the Corporation shall not be required to (i) qualify generally to
do  business in any  jurisdiction  where it would not  otherwise  be required to
qualify but for this Section 3.4(e); (ii) subject itself to taxation in any such
jurisdiction;  (iii) make any change to its Articles or Incorporation or Bylaws;
or (iv) become subject to general service of process in any  jurisdiction  where
it is not then so subject;

     (f) notify each holder of Registrable Securities as promptly as practicable
after becoming aware thereof and (if requested by any such holder)  confirm such
notice in writing (i) when the  registration  statement has become effective and
when any  post-effective  amendments and supplements  thereto become  effective;
(ii) of any request by the  Commission  or any state  securities  authority  for
amendments and supplements to the  registration  statement and any prospectus or
for  additional  information  relating  to  the  Registrable  Securities  or the
registration  or  qualification  thereof  after the  registration  statement has
become  effective;  (iii)  of the  issuance  by  the  Commission  or  any  state

                                       9
<PAGE>
securities  authority  of any stop order  suspending  the  effectiveness  of the
registration  statement or the initiation of any  proceedings  for that purpose;
(iv) if the representations  and warranties of the Corporation  contained in any
underwriting  agreement,  securities sales agreement or other similar agreement,
if any,  relating to the Registrable  Securities cease to be true and correct in
any  material  respect  prior to the closing date  specified  in such  agreement
(PROVIDED  such notice  shall be given only to holders  which are parties to the
agreements  pursuant to which such  representations and warranties are made), or
if the Corporation  receives any notification  with respect to the suspension of
the qualification of the Registrable  Securities for sale in any jurisdiction or
the initiation of any  proceeding for such purpose;  and (v) of the happening of
any event during the period  (other than any  suspension  period  referred to in
Section 3.3(a)) during which the registration statement is required hereunder to
be effective as a result of which the  registration  statement or any prospectus
would  contain an untrue  statement of material fact or omit to state a material
fact  necessary  in  order  to make  the  statements  therein,  in  light of the
circumstances in which they were made, not misleading;

     (g) use its  reasonable  best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration  statement or the qualification
of the  Registrable  Securities  for sale in any  jurisdiction  as  promptly  as
practicable;

     (h) furnish to each holder of Registrable  Securities,  without charge,  at
least one conformed copy of the  registration  statement and any  post-effective
amendment  thereto  (without  documents  incorporated  therein by  reference  or
exhibits thereto, unless requested in writing);

     (i) cooperate with the holders of Registrable  Securities to facilitate the
timely  preparation  and  delivery  of  certificates   representing  Registrable
Securities to be sold pursuant to the registration statement and not bearing any
restrictive  legends;  and  enable  such  Registrable  Securities  to be in such
denominations and registered in such names as the selling holders may reasonably
request (in each case,  provided such  certificates  are requested in writing at
least three business days prior to any delivery thereof);

     (j) upon the  occurrence  of any event  contemplated  by Section  3.4(f)(v)
hereof,  use its  reasonable  best efforts as promptly as practicable to prepare
and file with the  Commission a supplement  or  post-effective  amendment to the
registration  statement or the related  prospectus or any document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to the purchasers of the Registrable Securities,  such prospectus will
not contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  therein,  in light of the  circumstances
under which they were made, not misleading;

     (k) otherwise use its reasonable best efforts to comply with all applicable
rules and  regulations  of the  Commission,  and make  available to its security
holders,  as soon as reasonably  practicable,  an earnings  statement covering a
period of 12 months,  beginning  within three months after the effective date of

                                       10
<PAGE>
the  registration   statement,   which  earnings  statement  shall  satisfy  the
provisions  of  Section  ll (a) of the  Securities  Act and Rule 158  under  the
Securities Act;

     (l) use its reasonable best efforts to (i) cause all Registrable Securities
to be listed or quoted on any securities  exchange or quotation  system on which
the Corporation's outstanding Common Stock is then listed or quoted; and

     (m) obtain a CUSIP number for all Registrable Securities not later than the
effective date of the registration statement.

Each holder agrees that,  upon receipt of any notice from the Corporation of the
happening of any event of the kind described in Section 3.4(f)(v)  hereof,  such
holder will forthwith discontinue disposition of Registrable Securities pursuant
to the registration  statement  covering such Registrable  Securities until such
holder's  receipt  of the  copies  of the  supplemented  or  amended  prospectus
contemplated by Section 3.4(j) hereof,  or until it is advised in writing by the
Corporation  that the use of such  prospectus may be resumed and, if so directed
by the  Corporation,  such  holder  will  deliver  to the  Corporation  (at  the
Corporation's expense) all copies, other than permanent file copies then in such
holder's  possession,  of the prospectus  covering such  Registrable  Securities
current at the time of  receipt  of such  notice;  provided,  however,  that the
Corporation  shall use its  reasonable  best  efforts to  promptly  prepare  and
provide to the holders a supplemented or amended prospectus contemplated by such
Section 3.4(j) hereof.  In the event the Corporation shall give any such notice,
the  period  during  which  such  registration  statement  shall  be  maintained
effective  shall be  extended  by the number of days  during the period from and
including  the date of the giving of such notice  pursuant to Section  3.4(f)(v)
hereof to including the date when each holder of Registrable  Securities covered
by  such   registration   statement  shall  have  received  the  copies  of  the
supplemented or amended prospectus contemplated by Section 3.4(j) hereof.

     3.5(a) The Corporation  will bear all reasonable  expenses  incident to the
performance of or compliance  with its  obligations of a Piggyback  Registration
under this  Agreement and the holders of the Series A Preferred  stock will bear
all reasonable  expenses  incident to the  performance of or compliance with its
obligations  of a Demand  Registration  under this  Agreement.  The phrase  "all
reaonsable   expenses"  in  the  preceding   sentence   shall  include   without
limitations,  all  registration  and  filing  fees,  all  fees and  expenses  of
compliance  with  securities  or blue sky laws  (including  reasonable  fees and
disbursements of one firm of counsel for the holders in connection with blue sky
qualifications of the Registrable Securities),  printing expenses, messenger and
delivery  expenses,  internal  expenses  (including,   without  limitation,  all
salaries  and  expenses  of  the  officers  and  employees  of  the  Corporation
performing legal or accounting duties),  and reasonable fees and disbursement of

                                       11
<PAGE>
counsel for the  Corporation and its independent  certified  public  accountants
(including  the  reasonable  expenses  of any special  audit or comfort  letters
required  by  or  incident  to  such  performance),  securities  acts  liability
insurance (if the Corporation  elects to obtain such insurance),  the reasonable
fees  and  expenses  of any  special  experts  retained  by the  Corporation  in
connection  with such  registration,  reasonable  fees and expenses of any other
persons  retained by the Corporation  and the fees and expenses  associated with
any required filing with the National  Association of Securities  Dealers,  Inc.
("NASD")  (all such  expenses  being  herein  called  "Registration  Expenses").
Notwithstanding  the foregoing,  the Corporation is not required to pay any fees
or expenses of holders,  underwriters, the holder's or any underwriter's counsel
(other than the blue sky counsel  referred to above) or  accountant or any other
advisers,  including  any  transfer  taxes,  underwriting,  brokerage  and other
discounts and  commissions  and finders' and similar fees payable in the respect
of Registrable Securities.

     (b) Each holder  shall pay all costs and  expenses  incurred by such holder
(including all transfer taxes,  underwriting,  brokerage and other discounts and
commissions  and finders'  and similar  fees  payable in respect of  Registrable
Securities).  To the extent that any Registration Expenses are incurred, assumed
or paid by any holder or any  placement or sales agent  therefor or  underwriter
thereof with the  Corporation's  prior written  consent,  the Corporation  shall
reimburse  such  person  for the full  amount of the  registration  expenses  so
incurred,  assumed or paid within a reasonable  time after  receipt of a written
request therefor.  Any registration expenses submitted by any holder,  placement
or sales agent or underwriter or on behalf of any such person for payment by the
Corporation  shall be itemized in detail and contain clear and accurate receipts
of all expenditures made by such parties.

     SECTION 4. VOTING RIGHTS.  The holders of Series A Preferred Stock shall be
entitled  to vote with one vote per  share as  holders  of  Common  Stock on all
matters on which Common Stockholders of the Corporation are entitled to vote, in
addition to any voting rights required by law.

     SECTION 5. RANK AND  PREFERENCE.  Shares of Series A Preferred Stock shall,
with respect to dividend rights, rights on redemption and rights on liquidation,
winding up and  dissolution,  have preference over and rank prior to all classes
of Common  Stock and shall rank PARI PASSU  with all other  series of  Preferred
Stock.  In case the stated  dividends  and the amounts  payable on  liquidation,
distribution or sale of assets, dissolution or winding up of the Corporation are
not paid in full, the  shareholders of all series of Preferred Stock shall share
ratably  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 in any  distribution  of assets other than by
way of  dividends,  in  accordance  with the sums which would be payable on such
distribution if all sums payable were discharged and paid in full.

     SECTION 6. DIVIDENDS AND RESTRICTIONS ON CERTAIN REPURCHASES.

     6.1.  The  holders  of the  shares of  Series A  Preferred  Stock  shall be
entitled to receive, when, as and if declared by the Board of Directors,  out of
funds legally  available for the payment of dividends,  cumulative  dividends at
the annual rate of 10% per annum,  or ten cents ($0.10) per share.  Each of such

                                       12
<PAGE>
annual  dividends  shall be fully  cumulative  and shall accrue  (whether or not
declared  or  permitted  to be paid),  from the first day such shares were first
issued.  The  Corporation  shall declare  annual  dividends and any  appropriate
portion  thereof prior to any conversion or redemption of the Series A Preferred
Stock.

     6.2.  In the  event  any  shares  of  Series  A  Preferred  Stock  shall be
outstanding  for more or less than the period covered by such dividend year, the
amount of the dividend shall be prorated for such periods.  Such dividends shall
be paid to the holders of record at the close of business on the date  specified
by the  Board of  Directors  of the  Corporation  at the time  the  dividend  is
declared;  PROVIDED,  HOWEVER,  that such  record date shall be not more than 30
days nor less than 10 days prior to the respective dividend payment date.

     6.3.  All  dividends  paid with respect to shares of the Series A Preferred
Stock shall be paid PRO RATA to the holders entitled thereto.

     6.4. No dividends,  other than  dividends  payable  solely in Common Stock,
shall be  declared  by the Board of  Directors  on any class or series of equity
securities  of the  Corporation  unless and until such time as all  accrued  and
unpaid  dividends  on the  Series A  Preferred  Stock  have been paid in full or
unless the Series A Preferred  Stock has been  redeemed in  accordance  with its
terms  or are  fully  converted  into  Common  Stock of the  Corporation  or are
otherwise reacquired and retired in full by the Corporation. The Corporation may
not pay or set apart for payment, other than dividends or other distributions or
payments payable solely in Common Stock,  any other  distributions on any shares
of the Corporation's  Common Stock, and may not purchase or otherwise redeem for
cash or other  tangible  property,  other  than in shares of Common  Stock,  any
shares of the  Corporation's  Common  Stock or any  warrants,  rights or options
exercisable for or convertible  into any shares of Common Stock unless and until
such time as the Series A Preferred  Stock has been redeemed in accordance  with
its terms or are fully  converted  into Common Stock of the  Corporation  or are
otherwise reacquired and retired in full by the Corporation.

     6.5.  (a) In event the  Corporation  shall  have  accrued  the  payment  of
dividends  beyond  a  date  on  which  dividends  would  otherwise  be  declared
hereunder,  the  Corporation,  at the election of its Board of Directors made at
any time thereafter (so long as such dividends have not been paid in cash),  may
elect to pay all  cumulative  accrued  dividends  otherwise  due and  payable in
shares  of  Series  A  Preferred  Stock  in lieu of  cash.  In such  event,  the
Corporation  shall  advise each holder of record of Series A Preferred  Stock in
writing on the Record Date, not more than 30 days nor less than 10 days prior to
the respective dividend payment date, of the Corporation's election to make such
dividend payment in shares of the Series A Preferred Stock.

     (b) For any  dividend  payment  to be made in Series A  Preferred  Stock as
herein  provided,  the number of shares issuable for such dividend payment shall
be determined by dividing the cumulative  accrued dividend  payments due on said
dividend payment date by the $1.00 face value of the Series A Preferred Stock.

                                       13
<PAGE>
     SECTION 7. LIQUIDATION, DISSOLUTION OR WINDING-UP.

     7.1.  In the event of any  liquidation,  dissolution  or  winding up of the
Corporation,  either voluntary or involuntary, the holders of Series A Preferred
Stock  then  outstanding  shall be  entitled  to receive  ratably,  prior and in
preference to any  distribution  of any of the assets of the  Corporation to the
holders of any other equity  securities of the Corporation  other than Preferred
Stock, by reason of their ownership  thereof,  the sum of ONE DOLLAR ($1.00) per
share outstanding plus all accrued and unpaid dividends thereon, each payable in
cash (which may be payable  from either  capital or surplus)  or, if cash is not
then available, in property of the Corporation.  In the event it is necessary or
advisable for the Corporation to determine the value of property for any purpose
hereunder,  the  value of such  property  so  received  by  holders  of Series A
Preferred Stock will be deemed to be its fair market value as determined in good
faith by the Board of Directors of the Corporation unless a majority in interest
of the holders of issued and  outstanding  Series A Preferred Stock shall demand
an independent  appraisal of such property.  If, upon the occurrence of any such
event, the assets thus  distributed  among the holders of the Series A Preferred
Stock shall be  insufficient  to permit the payment to such  holders of the full
preferential  amount  due to them  hereunder,  then the  entire  assets  of this
Corporation  legally  available for  distribution  shall be distributed  ratably
among the  holders  of all series of the  Preferred  Stock.  Except as  provided
above,  holders of the Series A  Preferred  Stock  shall not be  entitled to any
distribution  in the event of  liquidation,  dissolution  or  winding  up of the
affairs of the Corporation.

     7.2. For the purposes of this Section 7, a sale of all or substantially all
of the assets of this  Corporation or a merger of the  Corporation  with or into
any other corporation or corporations where the Corporation is not the surviving
entity,  shall not be deemed to be a  liquidation,  dissolution or winding-up of
the  Corporation  within the meaning of Section 7.1 unless no provision has been
made for the exchange of securities  for Series A Preferred  Stock in connection
with the consummation of any such sale of assets or merger.

     7.3. The liquidation  payment with respect to each  outstanding  fractional
share of Series A  Preferred  Stock  shall be equal to a  ratably  proportionate
amount of the  liquidation  payment  with respect to each  outstanding  share of
Series A Preferred Stock.

     SECTION 8. REDEMPTION.

     8.1. The Corporation shall have no mandatory obligation to redeem shares of
Series A Preferred Stock;  PROVIDED,  HOWEVER,  in the event of any liquidation,
dissolution or winding-up of the  Corporation,  either voluntary or involuntary,
or in the  event  or  sale of all or  substantially  all of the  assets  of this
Corporation or a merger of the Corporation with or into any other corporation or
corporations  where the Corporation is not the surviving  entity and in which no
provision  has been made for the exchange of  securities  for Series A Preferred
Stock, each share of Series A Preferred Stock then outstanding shall be entitled
to receive the consideration specified in Section 7.1 above.

                                       14
<PAGE>
     8.2. The Corporation at its option,  at any time and from time to time, may
redeem  all or any  portion  of the  Series  A  Preferred  Stock  (and if only a
portion,  in an  amount  equal  to an  even  multiple  of  10,000  shares)  then
outstanding  at a  redemption  price of ONE  DOLLAR  ($1.00)  per share plus the
payment of all accrued and unpaid dividends on the shares so redeemed.

     8.3. Upon any redemption of Series A Preferred Stock,  written notice shall
be given to the  holders  of the  Series A  Preferred  Stock  for  shares  to be
purchased  or  redeemed  at least  thirty  (30) days prior to the date fixed for
redemption.  The  notice  shall be  addressed  to each such  stockholder  at the
address of such holder  appearing  on the books of the  Corporation  or given by
such holder to the Corporation for the purpose of notice, or, if no such address
appears or is so given,  at the last known  address  of such  shareholder.  Such
notice shall specify the date fixed for redemption,  shall state that all shares
of Series A Preferred  Stock  outstanding  are to be redeemed  and the number of
shares of Series A Preferred  Stock to be so redeemed,  and shall call upon such
holder to surrender to the Corporation on said date, at the place  designated in
the notice, such holder's certificate or certificates representing the shares to
be redeemed on the date fixed for redemption stated in such notice.  Unless such
person  shall  elect to convert the same into Common  Stock in  accordance  with
Section 2 above,  each holder of shares of Series A Preferred  Stock  called for
redemption  shall  surrender the  certificate or  certificates  evidencing  such
shares to the  Corporation  at the place  designated  in such  notice  and shall
thereupon  be entitled to receive  payment of the  redemption  price on the date
fixed for redemption.

     8.4.  If, on or prior to any date  fixed for  redemption,  the  Corporation
deposits,  with any bank or trust company in the United States, as a trust fund,
a sum  sufficient  to redeem all shares of Series A Preferred  Stock  called for
redemption  which have not theretofore  been  surrendered  for conversion,  with
irrevocable  instructions  and authority to the bank or trust company to pay, on
or after the date fixed for  redemption,  the redemption  price of the shares to
their respective  holders upon the surrender of their share  certificates,  then
from and  after  the date of  redemption  the  shares  to be  redeemed  shall be
redeemed and  dividends and other  distributions  on those shares shall cease to
accrue after the date such shares were called for redemption.  The deposit shall
constitute  full  payment  for the shares of Series A  Preferred  Stock to their
holders  and from and  after  the date of the  deposit  the  shares  of Series A
Preferred  Stock shall no longer be  outstanding,  and the holders thereof shall
cease to be shareholders  with respect to such shares,  and shall have no rights
with respect  thereto except the right to receive from the bank or trust company
payment of the redemption price of the shares without interest upon surrender of
their  certificates  therefor and the right to receive from the  Corporation any
accrued  dividends  thereon  through  the  date  such  shares  were  called  for
redemption. Any interest accrued on any funds so deposited shall be the property
of, and paid to, the Corporation.

     8.5.  In the event that fewer than all the  outstanding  shares of Series A
Preferred Stock are to be redeemed, the number of shares to be redeemed shall be
determined  by the Board of  Directors  and the shares to be  redeemed  shall be
selected by lot or pro rata as may be determined  by the Board of Directors.  In

                                       15
<PAGE>
case it shall  designate  by lot the  shares  so to be  redeemed,  the  Board of
Directors  shall have full power and  authority to prescribe the manner in which
the drawings by lot shall be conducted.

     8.6.  Notwithstanding  anything  contained  herein  to  the  contrary,  the
Corporation  may not redeem any shares of Series A  Preferred  Stock and no sums
therefor  shall be paid or set aside for payment by the  Corporation  if, at the
time and after giving effect to such payment, the same is prohibited by the laws
of the State of Nevada.

     8.7. Upon any redemption of Series A Preferred Stock in accordance with the
foregoing,  all of such shares of Series A Preferred Stock shall be canceled and
revert to the status of authorized and unissued shares of Preferred Stock.

     SECTION 9. REQUIRED NOTICES. In case at any time:

     (a)  there shall be any capital  reorganization or  reclassification of the
          capital stock of the  Corporation,  or any  consolidation or merger of
          the  Corporation  with,  or  sale of all or  substantially  all of its
          assets to, another corporation; or

     (b)  there shall be a voluntary or involuntary dissolution,  liquidation or
          winding-up of the Corporation;

then, in any one or more of such cases, the Corporation shall cause to be mailed
to the holders of record of then outstanding  shares of Series A Preferred Stock
(i) at least 30 days' prior written notice of the date on which the books of the
Corporation  shall  close  or  a  record  shall  be  taken  for  such  dividend,
distribution or subscription rights or for determining rights to vote in respect
of any  such  reorganization,  reclassification,  consolidation,  merger,  sale,
dissolution,  liquidation  or  winding-up,  and  (ii) in the  case  of any  such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding-up,  at least 30 days' prior written notice of the date
when the same shall take place.  Such notice in  accordance  with the  foregoing
clause (i) shall also specify, in the case of any such dividend, distribution or
subscription  rights,  the date on which the  holders of Common  Stock  shall be
entitled  thereto,  and such notice in accordance with the foregoing clause (ii)
shall  also  specify  the date on which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  Common  Stock for  securities  or other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
sale, dissolution, liquidation or winding-up, as the case may be.

     SECTION 10. AMENDMENTS AND ADDITIONAL COVENANTS.

     10.1. So long as any Series A Preferred  Stock shall be  outstanding,  this
Corporation  shall not,  without  the prior  approval of the holders of not less
than a majority of the then issued and outstanding  shares of Series A Preferred
Stock voting as a class, permit the Corporation to amend or repeal any provision
of, or add any provision to, this Certificate or the  Corporation's  Articles of
Incorporation  or bylaws,  if such action would alter or change the preferences,
rights,  privileges or powers of, or the  restrictions  provided for the benefit
of, the Series A Preferred Stock.

                                       16
<PAGE>
     10.2.  So long as any Series A Preferred  Stock shall be  outstanding,  the
Corporation shall:

     (a)  maintain its books of account and financial  statements and records in
          accordance  with generally  accepted  accounting  principles,  and all
          determinations   hereunder,   if  any,  which  are  dependent  upon  a
          calculation  of  the  Corporation's   financial   condition  shall  be
          determined   in  accordance   with   generally   accepted   accounting
          principles;

     (b)  promptly pay and discharge,  or cause to be paid and discharged,  when
          due and  payable,  all  lawful  taxes,  assessments  and  governmental
          charges or levies  imposed  upon the  income,  profits,  property,  or
          business  of the  Corporation  or any  subsidiary,  except  where  the
          Corporation  is  contesting  any of the  foregoing  in good  faith  by
          appropriate proceedings; and

     (c)  keep its  properties in good repair,  working  order,  and  condition,
          reasonable  wear and tear  excepted,  and from  time to time  make all
          needful and proper repairs,  renewals,  replacements,  additions,  and
          improvements  thereto,  and the Corporation  shall at all times comply
          with the  provisions of all material  leases to which it is a party or
          under  which  it  occupies  property  so as to  prevent  any  loss  or
          forfeiture thereof or thereunder.

     10.3.  So long as any Series A Preferred  Stock shall be  outstanding,  the
Corporation  shall  furnish to each  holder of record of the Series A  Preferred
Stock as soon as practicable,  but in any event within 150 days after the end of
each fiscal year of the Corporation, an income statement, statement of cash flow
and  statement of changes in  stockholders'  equity for such fiscal year,  and a
balance  sheet of the  Corporation  as of the end of such  year,  such  year-end
financial  statements to be in reasonable  detail,  prepared in accordance  with
generally  accepted  accounting   principles,   and  audited  and  certified  by
independent  public  accountants  selected  by the  Board  of  Directors  of the
Corporation.

     "RESOLVED  FURTHER,  that  the  President  or any  Vice  President  of this
Corporation and the Secretary or any Assistant  Secretary of the Corporation are
hereby authorized and directed to prepare,  sign, and file with the Secretary of
the State of Nevada a Certificate of Designation of Series A Preferred  Stock of
the Corporation in accordance with the resolutions set forth herein."

     (3) We further  certify that the  authorized  number of shares of Preferred
Stock of this  Corporation is 10,000,000  shares;  and that the number of shares
constituting  the first series of Preferred  Stock  established by the foregoing
resolutions, none of which have been issued, is 5,000,000 shares.

                            [Signature Page Follows]

                                       17
<PAGE>
     IN WITNESS  WHEREOF,  we have executed this  instrument as of the dates set
forth below.


                                           -------------------------------------
                                           Larry L. Lozensky, President


                                           -------------------------------------
                                           Larry L. Lozensky, Secretary


State of Arizona      )
                      ) ss.:
County of Maricopa    )


     On September  __, 1999,  personally  appeared  before me, a Notary  Public,
Larry L. Lozensky, who acknowledged that he executed the above instrument.



(Notary Stamp or Seal)
                                           -------------------------------------
                                                      Signature of Notary

                                       18