EXHIBIT 3.2(a)

                          RESOLUTION OF DESIGNATION OF
                     SERIES B CONVERTIBLE PREFERRED STOCK OF
                             ENTRADA SOFTWARE, INC.


RESOLVED, that pursuant to the authority granted to the Board of Directors (the
"Board") of Entrada Software, Inc. (the "Company") and in accordance with the
provisions of the articles of incorporation of the Company, the Board hereby
creates a series of preferred stock designated as Series B Convertible Preferred
Stock, with a liquidation preference (the "Shares"), states the number thereof
to be 1,700,000 Shares and fixes the relative rights, preferences and
limitations of the Shares as follows:

SECTION 1. DEFINITIONS. For purposes of this Resolution, the following
definitions apply:

SHARES will mean shares of Series B Convertible Preferred Stock.

COMMON STOCK will mean the $.001 par value common stock of the Company.

COMMON STOCK EQUIVALENTS will mean any security convertible, exchangable or
exercisable for common stock, either directly or indirectly.

CONVERSION DATE will mean the date on which the Shares are converted to common
stock, at which time the rights of the Record Holders will cease with respect to
the Shares, and certificates for shares of common stock will be issued.

CONVERSION PRICE will be $1.00 per share.

CONVERSION SECURITIES will mean the common stock issuable on conversion of the
Shares.

LIQUIDATION EVENT will mean any liquidation, dissolution or winding up of the
Company or the sale or transfer of all or substantially all of the assets of the
Company, whether voluntary or involuntary. This will include a merger where the
common shareholders of the Company do not hold a majority of the voting
securities in the surviving entity.

PERSON will mean an individual, a partnership, a joint venture, a limited
liability company, a corporation, a trust, an unincorporated organization or
government.

PREFERENCE AMOUNT will mean the price paid per Share by Record Holder to acquire
the Shares from the Company.

PRIORITY will mean that the Series B Preferred Stock is senior to all other
capital stock of the Company, including the common stock and Series A Preferred
Stock, in right of priority to distributions paid as dividends or otherwise.

RECORD HOLDER will mean any Person who has legal title to the Shares as
indicated in the stock ownership records of the Company.

SENIOR PREFERRED STOCK will mean any preferred stock series where the Conversion
Price is at least 125% of the Conversion Price of the Shares.

SHAREHOLDER will mean any Person who has legal title to the common stock, Series
A Preferred Stock, Series B Preferred Stock or any other series of preferred
stock of the Company designated with the right to receive liquidation proceeds
of the Company as indicated in the stock ownership records of the Company.

SECTION 2. LIQUIDATION, REDEMPTION AND DIVIDENDS. Upon occurrence of a
Liquidation Event, the Record Holders will be entitled to be paid, after all
required distributions and payments with respect to any series of Senior
Preferred Stock and before any payment or other distribution is made to the
owners any other equity securities of the Company, an amount in cash (or
securities or other property in the event of a merger in which securities or
other property are received, the value of which shall be determined by the Board
of Directors in good faith) equal to the Preference Amount. If upon a
Liquidation Event the assets of the Company to be distributed to the Record
Holders are insufficient to permit full payment, then the entire assets to be
distributed will be distributed ratably among the Record Holders. The Company
will mail written notices of a Liquidation Event not less than 20 days prior to
the payment date to each Record Holder.
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     If the Company pays a dividend, in cash or other consideration other than
additional shares of stock, on its common stock, the Record Holders will be
entitled to a comparable dividend calculated as though the Shares had been
converted to common stock.

SECTION 3. CONVERSION.

VOLUNTARY CONVERSION. Record Holders of Shares have the right to convert the
Shares at any time into Conversion Securities in accordance with the conversion
ratio defined below. If a majority of the Shares elect to convert, then all the
Shares will be converted accordingly.

CONVERSION RATIO. Upon conversion of the Shares, Record Holders will receive the
number of shares of common stock equal to (i) the Preference Amount divided by
(ii) the Conversion Price, as adjusted from time to time in accordance with
Section 4 below.

MECHANICS OF CONVERSION. In order to convert the Shares, the Record Holder will
surrender the certificate or certificates, duly endorsed, at the office of the
Company and give written verification to the Company of the number of Shares
being converted. Within ten business days, the Company will instruct its
transfer agent to issue and deliver to the Record Holder a certificate or
certificates for the number of shares of common stock to which the Record Holder
is entitled.

FRACTIONAL SHARES. Any fractional shares of common stock issued upon the
conversion of the Shares will be paid in cash.

SECTION 4. ANTI-DILUTION ADJUSTMENTS. The Conversion Price will be adjusted when
certain events occur, as follows:

MECHANICAL ADJUSTMENTS. If the Company declares or pays a stock dividend on the
common stock, or splits or combines the outstanding shares of common stock or
effects any other adjustment of the number of outstanding common shares, the
Conversion Price will be adjusted by multiplying the Conversion Price prior to
the adjustment by the ratio that common shares outstanding before the adjustment
bear to common shares outstanding after the adjustment.

DILUTIVE ISSUANCE. Except as provided in Exceptions below, in the event the
Company issues additional shares of common stock, or the equivalent, without
consideration, or for a consideration per share less than the effective
Conversion Price in effect on the date of such issuance, then the Conversion
Price will be reduced as follows: (a) the number of shares of common stock
outstanding immediately prior to the issuance, (b) will be multiplied by the
Conversion Price in effect immediately prior to the issuance, (c) to the result
of (b) will be added the actual consideration received for the additional shares
of common stock or equivalents, (d) the resulting total is divided by the sum of
(i) the number of shares of common stock outstanding immediately prior to the
issuance and (ii) the number of additional shares of common stock resulting in
the adjustment. If the quotient obtained is less than the Conversion Price, then
the quotient will become the adjusted Conversion Price.

DETERMINATION OF CONSIDERATION. For purposes of this Section, the consideration
received by the Company for the issuance of any additional shares of common
stock or equivalents will include cash, property recorded at fair value,
services or any other consideration the value of which is determinable. Such
value shall be conclusively determined by the Board of Directors acting in good
faith. Any commission, fees, costs or other expenses related to the issuance of
any additional shares of common stock or equivalents will not reduce the amount
of consideration received by the Company for purposes of this determination.

EXCEPTIONS. The above provisions of this Section 4 notwithstanding, no
adjustment will apply to (i) shares of common stock reserved for options granted
or issued for options exercised under the Company's Incentive Stock Option Plan,
or (ii) the issuance of any common stock or other securities or options issued
or issuable with approval of the Record Holders holding a majority of the
outstanding Shares, or (iii) the issuance of any common stock issued or issuable
for exercise of warrants existing at the closing date, or (iv) the issuance of
any common stock or other securities issued in connection with a financing
transaction where the price per share is at least equal to the Preference
Amount.

SECTION 5. RESTRICTIONS. Without the vote of at least two thirds of the Shares
then outstanding, the Company may not:

CHANGE THE RIGHTS OF THE SHARES. Change, by amending Company's articles of
incorporation, by-laws, or otherwise, any of the rights, preferences, privileges
or limitations provided for the benefit of the Shares.

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Non Limiting as to Business Combinations. Nothing in this Designation will be
construed as limiting the Company's ability to make any subdivision or
combination of the outstanding common stock, or effecting any merger,
consolidation, asset sale or stock sale.

SECTION 6. RIGHT OF FIRST REFUSAL. Each Record Holder shall be given the right
to purchase such Record Holder's pro rata portion of any equity securities
offered by the Company (other than shares, options or warrants offered under the
Incentive Stock Option Plan, shares, options or warrants issued in a merger or
in connection with obtaining a lease line, line of credit or a similar financing
transaction, or in connection with acquisition of a business or product line or
in connection with a third party strategic transaction) on the same terms and
conditions as the Company offers such securities to other potential investors.
The pro rata portion to which each Record Holder is entitled will be calculated
based upon such Record Holder's percentage of ownership of the Company's
outstanding Common Stock assuming conversion of all outstanding convertible
securities and of the Shares as provided in Section 4.

SECTION 7. VOTING RIGHTS. Each Share will vote with the shares of common stock
as a single class on all matters, except the Shares will vote separately as a
single class as required by Nevada Law. Each Share will have the number of votes
equal to the number of Conversion Securities into which that Share is
convertible at the time.

SECTION 8. INFORMATION RIGHTS. The Record Holders will be entitled to receive
the same information that the Company distributes to its common stockholders.

SECTION 9. PIGGY-BACK REGISTRATION RIGHTS.

NOTICE. Entrada will give each Record Holder at least 30 days' prior written
notice of its intention to register any securities under the Securities Act of
1933, as amended, or similar federal securities laws and regulations as may then
be in effect (the "Act"), and will offer to include the Conversion Securities
held by each Record Holder in the registration. This offer will not apply to a
registration of securities in connection with a stock plan, stock purchase plan,
savings or similar plan, or an acquisition, merger or exchange of stock. Entrada
will include in the registration statement any Conversion Securities that a
Record Holder may request by written notice given within 15 days of Entrada's
notice, provided that the Record Holder executes and delivers any underwriting
or other agreement requested by the underwriter, if any, or by the Company
regarding matters customarily required of selling shareholders in a registered
offering. If in the reasonable judgment of either the managing underwriter, if
any, or Entrada, the inclusion of the Conversion Securities would adversely
affect the offering of securities, the number of Conversion Securities to be
registered will be reduced pro rata among the participants so that the offering
will not be materially adversely affected.

LIMIT ON REGISTRATIONS Each Record Holder may exercise the registration rights
granted under this Certificate on two separate occasions. Any registration that
is not completed or a registration under which a Record Holder does not sell
Conversion Securities will not count against this limitation. However, if a
registration is not completed due to a choice made by a Record Holder, or a
Record Holder chooses not sell Conversion Securities after being included in a
registration, the registration will count against this limitation. In addition,
the registration rights granted under this Certificate shall not apply to any
Conversion Securities held by a Record Holder if all Conversion Securities held
by such Record Holder may be sold under Rule 144 (or any successor rule under
the Act) in any 90 day period.

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