Exhibit  3.2
                                  VSOURCE, INC.

                           Certificate of Designation

           Robert C. McShirley and Ronald J. Sanderson, certify that:



A.   They  are  the duly elected  and  acting President and Assistant Secretary,
     respectively,  of  Vsource,  Inc., a  Nevada  corporation  (the "Company");

B.   The  following  resolution,  which  sets  forth  the  rights,  preferences,
     privileges and restrictions of the Series 1-A  Convertible  Preferred Stock
     of the Company  determined  by the Board  of  Directors of  the  Company in
     accordance with the  authorization  contained  in  the  Company's  Articles
     of Incorporation, as amended,  was duly adopted by the Board  by  unanimous
     written consent dated as of February  17,  2000:

          AUTHORIZATION  OF  SERIES  1-A  CONVERTIBLE  PREFERRED  STOCK

          Resolved that the Board of Directors hereby  determines that 2,900,000
     shares  of  Class  A  Preferred  Stock  shall  be  designated  "Series  1-A
     Convertible Preferred Stock" and that such Series 1-A Convertible Preferred
     Stock  shall have the  rights,  preferences,  privileges  and  restrictions
     hereinafter set forth:

          DESIGNATION  OF  SERIES  1-A  CONVERTIBLE  PREFERRED  STOCK

          1.     Designation.
                 -----------

          This series of Class A Preferred Stock shall be designated "Series 1-A
     Convertible  Preferred  Stock,"  par value  $0.01 per  share  ("Series  1-A
     Preferred").

          2.     Authorized  Number.
                 ------------------

          The number of authorized  shares of Series 1-A Preferred  shall be two
     million nine hundred thousand (2,900,000) shares.


                                      -1-
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          3.     Dividends.
                 ---------

          The holders of shares of Series 1-A Preferred  Stock shall be entitled
     to receive, out of any assets legally available therefor,  and when, as and
     if declared by the Board of Directors, noncumulative dividends in an amount
     equal to $0.20 cents per share  annually.  No dividend  may be declared and
     paid upon  shares of Common  Stock in any  fiscal  year of the  Corporation
     unless  dividends  of $0.20 per share has first been paid upon or  declared
     and set  aside for  payment  to the  holders  of the  shares of Series  1-A
     Preferred Stock for such fiscal year of the  Corporation.  No undeclared or
     unpaid dividend shall ever bear interest.

            4.     Liquidation  Preference.
                   -----------------------

               a. In the event of any liquidation,  dissolution or winding up of
          the Corporation,  either voluntary or involuntary,  the holders of the
          Series 1-A Preferred Stock shall be entitled to receive,  prior and in
          preference to any  distribution  of any of the assets or surplus funds
          of the  Corporation  to the  holders of the Common  Stock by reason of
          their ownership  thereof,  a preference amount per share consisting of
          the  sum of (A)  $2.50  for  each  outstanding  share  of  Series  1-A
          Preferred  Stock (the "Original  Issue Price") and (B) an amount equal
          to declared but unpaid  dividends  on such share,  if any. If upon the
          occurrence of such event, the assets and funds thus distributed  among
          the holders of the Series 1-A Preferred Stock shall be insufficient to
          permit the payment to such holders of the full aforesaid  preferential
          amounts,  then the entire assets and funds of the Corporation  legally
          available for distribution  shall be distributed among such holders in
          proportion  to the  full  preferential  amount  each  such  holder  is
          otherwise entitled to receive.

               b. After payment to the holders of the Series 1-A Preferred Stock
          of  the  amount  set  forth  in the  preceding  Subparagraph  2a,  the
          remaining  assets and funds of the Corporation  legally  available for
          distribution,  if any, shall be  distributed  among the holders of the
          Common Stock and the Series 1-A Preferred  Stock pro rata based on the
          number of shares of Common Stock held by each (assuming  conversion of
          all such Series 1-A Preferred Stock pursuant to Paragraph 5 below).


                                      -2-
<PAGE>
               c. For purposes of this Paragraph 2, a  liquidation,  dissolution
          or winding up of the  Corporation  shall be deemed to be occasioned by
          or to include (i) the acquisition of the Corporation by another entity
          by  means  of  any  transaction  or  series  of  related  transactions
          (including,   without  limitation,   any  reorganization,   merger  or
          consolidation but,  excluding any merger effected  exclusively for the
          purpose of changing the domicile of the  Corporation),  or (ii) a sale
          of all or substantially  all of the assets of the Corporation;  unless
          the  Corporation's  shareholders of record as constituted  immediately
          prior  to  such  acquisition  or sale  will,  immediately  after  such
          acquisition or sale (by virtue of securities  issued as  consideration
          for  the  Corporation's  acquisition  or  sale  or  otherwise)  hold a
          majority of the voting power of the surviving or acquiring  entity. In
          any of such events, if the  consideration  received by the Corporation
          received is other than cash,  its value will be deemed its fair market
          value.  The fair market value of common stock which is publicly traded
          on an  exchange  or the  NASDAQ  National  Market  System or Small Cap
          Market shall be the average of the daily  market  prices of that stock
          over the 20 consecutive  trading days  immediately  preceding (and not
          including) the date the Corporation or its  shareholders  receive such
          stock.  The daily  market price for each trading day shall be: (A) the
          closing  price on that day on the  principal  exchange  on which  such
          common  stock is then listed or  admitted to trading or on NASDAQ,  as
          applicable; or (B) if no sale takes place on that day on such exchange
          or NASDAQ,  the average of the  official  closing bid and asked prices
          for that stock. Otherwise, the fair market value of such consideration
          shall be  determined  in good  faith by the  Board  of  Directors  and
          provided  in writing by the  Corporation  to the holders of the Series
          1-A  Preferred  Stock  within  five  (5)  days  of the  date  of  such
          determination;  provided,  however, that the fair market value of such
          consideration  shall be determined by appraisal in accordance with the
          following  provisions  if the holders of at least  two-thirds  of then
          outstanding  Series 1-A Preferred Stock object in writing to the Board
          of Director's  determination within 15 days of their receipt of notice
          of such  determination  by the Board of Directors.  A single appraiser
          shall selected  jointly by the holders of a majority of the Series 1-A
          Preferred Stock and the Corporation.  If the holders of the Series 1-A
          Preferred  Stock  and  the  Corporation  are  unable  to  agree  on an
          appraiser within twenty (20) days of the Board of Directors  receiving
          notice  of  such  holders'   objection  to  the  Board  of  Directors'
          determination,  each shall immediately  appoint an appraiser who shall
          determine  such fair market value.  If the lower of the appraised fair
          market  values is not less than  ninety  percent  (90%) of the  higher
          appraised  fair  market  value,  the final fair  market  value of such
          consideration  shall be the average of the  appraised  values.  If the
          lower of the appraised values is less than ninety percent (90%) of the
          higher appraised values, the original appraisers shall appoint a final
          appraiser who shall pick one of the two prior values determined by the
          first two  appraisers.  All  appraisal  reports  shall be completed no
          later  than sixty (60) days  after the  appointment  of the  appraiser
          engaged to render such  appraisal.  All appraisal fees and costs shall
          be paid  by the  Corporation;  provided,  however,  that if the  final
          appraised  value is no more than ten  percent  (10%)  higher than that
          determined  by the  Board,  the  appraisal  fees  and  costs  shall be
          subtracted from the  liquidation  preference to be paid to the holders
          of the Series 1-A Preferred Stock.


                                      -3-
<PAGE>
          5.     Redemption.
                 ----------

               a. Redemption at the Option of the  Corporation.  The Corporation
          shall  -------------------------------------------- not have the right
          to call or redeem any shares of the Series 1-A Preferred Stock.

               b.  Redemption  at the Option of the Holders.  The holders of the
          Series  ----------------------------------------  1-A Preferred  Stock
          shall not have any right to require the  Corporation  to redeem all or
          any part of the Series 1-A Preferred Stock held by them.

          6.  Voting  Rights.  The holder of each share of Series 1-A  Preferred
              --------------
     Stock shall have the right to one vote for each share of Common  Stock into
     which such Series 1-A  Preferred  Stock could then be  converted  (with any
     fractional share determined on an aggregate  conversion basis being rounded
     down to the  nearest  whole  share),  and with  respect to such vote,  such
     holder shall have full voting  rights and powers equal to the voting rights
     and  powers  of the  holders  of  Common  Stock,  and  shall  be  entitled,
     notwithstanding  any  provision  hereof,  to  notice  of any  shareholders'
     meeting  in  accordance  with the  by-laws  of the  Company,  and  shall be
     entitled to vote,  together with holders of Common  Stock,  with respect to
     any question upon which holders of Common Stock have the right to vote.

          7.     Conversion.
                 ----------

          The holders of the Series 1-A  Preferred  Stock shall have  conversion
     rights as follows (the "Conversion Rights"):

               a. Right to  Convert.  Each share of Series 1-A  Preferred  Stock
                  ----------------
          shall be convertible, at the option of the holder thereof, at any time
          after  the  date of  issuance  of such  share,  at the  office  of the
          Corporation or any transfer agent for such stock,  into such number of
          fully paid and  nonassessable  shares of Common Stock as is determined
          by dividing the Original Issue Price by the then applicable Conversion
          Price,  determined as hereinafter  provided, in effect on the date the
          certificate  evidencing such share is surrendered for conversion.  The
          initial Conversion Price per share for Series 1-A Preferred Stock (the
          "Conversion  Price") shall be the Original  Issue Price.  Such initial
          Conversion Price shall be adjusted as hereinafter provided.


                                      -4-
<PAGE>
               b. Automatic Conversion. Each share of Series 1-A Preferred Stock
                  ---------------------
          shall  automatically  be converted  into shares of Common Stock at the
          then effective  Conversion Price as provided in Subparagraph 5a above,
          immediately upon the closing of a public offering of the Corporation's
          Common Stock with aggregate gross proceeds of at least $10,000,000 and
          a per share price to the public of at least five dollars  ($5.00),  or
          at the election of the holders of a majority of the outstanding shares
          of Series 1-A Preferred Stock.

               c.  Mechanics  of  Conversion.  Before  any  holder of Series 1-A
                   ------------------------
          Preferred  Stock  shall be entitled to convert the same into shares of
          Common  Stock,   such  holder  shall   surrender  the  certificate  or
          certificates  thereof, duly endorsed, at the office of the Corporation
          or of any transfer agent for such stock, and shall give written notice
          to the  Corporation  at such office that it elects to convert the same
          and shall state  therein the number of shares to be converted  and the
          name or names in which it wishes the certificate or  certificates  for
          shares of Common Stock to be issued. The Corporation shall, as soon as
          practicable  thereafter,  issue  and  deliver  at such  office to such
          holder a  certificate  or  certificates  for the  number  of shares of
          Common Stock to which such holder shall be entitled.  Such  conversion
          shall be deemed to have  been made  immediately  prior to the close of
          business  on the  date  of  surrender  of the  shares  of  Series  1-A
          Preferred Stock to be converted, and the person or persons entitled to
          receive the shares of Common Stock issuable upon such conversion shall
          be treated for all  purposes  as the record  holder or holders of such
          shares of Common Stock on such date.

               d. Conversion  Price  Adjustments.  The Conversion Price shall be
                  ------------------------------
          subject to the following adjustments:

                    (1)  Adjustment  for Stock Splits and  Combinations.  If the
                         ----------------------------------------------
               Corporation  at any time or from  time to time  after  the  first
               issuance  of Series 1-A  Preferred  Stock (the  "Purchase  Date")
               effects a subdivision of the  outstanding  Common Stock, by stock
               split  or  otherwise,   the  Conversion   Price  then  in  effect
               immediately  before  that  subdivision  shall be  proportionately
               decreased;  and,  conversely,  if the  Corporation at any time or
               from  time  to  time  after  the  Purchase   Date   combines  the
               outstanding  shares of Common  Stock,  by reverse  stock split or
               otherwise, the Conversion Price then in effect immediately before
               that  combination  shall  be   proportionately   increased.   Any
               adjustment  under this Section d(1) shall become effective at the
               close of  business  on the date the  subdivision  or  combination
               becomes effective.


                                      -5-
<PAGE>
                    (2) Adjustment for Certain Dividends and  Distributions.  In
                        ----------------------------------------------------
               the event the  Corporation at any time or from time to time after
               the Purchase  Date either  makes,  or fixes a record date for the
               determination  of holders of Common Stock entitled to receive,  a
               dividend or other  distribution  payable in additional  shares of
               Common Stock,  then and in each such event the  Conversion  Price
               then in effect shall be decreased as of the time of such issuance
               or, in the event such a record date is fixed,  as of the close of
               business on such record date, by multiplying the Conversion Price
               then in effect by a fraction  (1) the  numerator  of which is the
               total  number of shares of Common  Stock  issued and  outstanding
               immediately  prior to the time of such  issuance  on the close of
               business on such record date,  and (2) the  denominator  of which
               shall be (i) the total  number of shares of Common  Stock  issued
               and outstanding immediately prior to the time of such issuance or
               the close of business on such record date plus (ii) the number of
               shares of Common  Stock  issuable in payment of such  dividend or
               distribution;  provided,  however,  that if such  record  date is
               fixed and such dividend is not fully paid or if such distribution
               is not fully  made on the date  fixed  therefor,  the  Conversion
               Price shall be recomputed accordingly as of the close of business
               on such record date or date fixed  therefor  and  thereafter  the
               Conversion Price shall be adjusted  pursuant to this Section d(2)
               as  of  the  time  of  actual   payment  of  such   dividend   or
               distribution.  For purposes of the foregoing formula,  "the total
               number of shares of Common  Stock  issued and  outstanding"  on a
               particular  date shall  include  shares of Common Stock  issuable
               upon  conversion of stock or securities  convertible  into Common
               Stock and the  exercise  of  warrants,  options or rights for the
               purchase of Common Stock which are outstanding on such date.

                    (3) Adjustments for Other  Dividends and  Distributions.  In
                        ----------------------------------------------------
               the event the  Corporation at any time or from time to time after
               the  Purchase  Date  makes,  or  fixes  a  record  date  for  the
               determination  of holders of Common Stock entitled to receive,  a
               dividend  or other  distribution  payable  in  securities  of the
               Corporation  other than shares of Common Stock,  then and in each
               such event, provision shall be made so that each Holder of Series
               1-A Preferred  Stock shall receive upon  conversion  thereof,  in
               addition  to the  number of shares  of  Common  Stock  receivable
               thereupon,  the amount of securities of the Corporation  which it
               would  have  received  had the  Holder's  shares  of  Series  1-A
               Preferred  Stock been  converted into Common Stock as of the date
               of such event and had it  thereafter,  during the period from the
               date  of such  event  to and  including  the  date  of  exercise,
               retained such  securities  receivable  by it as aforesaid  during
               such period,  subject to all other adjustments  called for during
               such period  under this  Section 5 with  respect to the rights of
               such Holder.


                                      -6-
<PAGE>
                    (4) Adjustment for  Recapitalization,  Reclassification,  or
                        --------------------------------------------------------
               Exchange. If the Common Stock issuable upon the conversion of the
               --------
               Series  1-A  Preferred  Stock  is  changed  into  the  same  or a
               different  number of shares of any class or  classes  of stock of
               the Corporation, whether by recapitalization, reclassification or
               other  exchange  (other  than a  subdivision  or  combination  of
               shares,  or  a  stock  dividend  or  a  reorganization,   merger,
               consolidation  or sale of assets,  provided for elsewhere in this
               Section  d), then and in any such event each Holder of Series 1-A
               Preferred  Stock shall have the right  thereafter  to convert the
               Series 1-A Preferred  Stock into the kind and amount of stock and
               other    securities   and   property    receivable    upon   such
               recapitalization,  reclassification  or other exchange by holders
               of the number of shares of Common  Stock into which the number of
               shares of Series 1-A Preferred Stock then by such Holder could be
               converted    immediately   prior   to   such    recapitalization,
               reclassification  or  other  exchange,  all  subject  to  further
               adjustment as provided herein.

                    (5)  Reorganizations,  Mergers,  Consolidations  or Sales of
                         -------------------------------------------------------
               Assets.  If at any time or from  time to time  there is a capital
               ------
               reorganization  of the Common Stock (other than a subdivision  or
               combination of shares or a stock dividend or a  recapitalization,
               reclassification  or  other  exchange  of  shares,  provided  for
               elsewhere in this Section d) or a merger or  consolidation of the
               Corporation with or into another corporation,  or the sale of all
               or  substantially  all of the  Corporation's  assets to any other
               person, then, as a part of such capital  reorganization,  merger,
               consolidation  or  sale,  provision  shall  be made so that  each
               Holder of the Series 1-A  Preferred  Stock  shall  thereafter  be
               entitled to receive upon  conversion  of the Series 1-A Preferred
               Stock  the  number  of  shares  of stock or other  securities  or
               property  of the  Corporation,  or of the  successor  corporation
               resulting from such capital reorganization, merger, consolidation
               or sale,  to which a holder  of the  number  of  shares of Common
               Stock  deliverable upon such exercise would have been entitled on
               such capital  reorganization,  merger,  consolidation or sale. In
               any  such  case,  appropriate  adjustment  shall  be  made in the
               application  of the  provisions of this Section d with respect to
               the rights of each Holder of Series 1-A Preferred Stock after the
               capital reorganization,  merger, consolidation or sale to the end
               that the  provisions  of this Section d (including  the number of
               shares  deliverable  upon  conversion of the Series 1-A Preferred
               Stock) shall continue to be applicable after that event and shall
               be as  nearly  equivalent  to  the  provisions  hereof  as may be
               practicable.

                   (6)     Sale  of  Shares  Below  Conversion  Price.
                           ------------------------------------------

                                      -7-
<PAGE>

                         (a) If at any  time or from  time  to  time  after  the
                    Purchase Date, the Corporation issues or sells, or is deemed
                    by the  express  provisions  of  this  Section  d(6) to have
                    issued  or sold,  Additional  Shares  of  Common  Stock  (as
                    hereinafter  defined),  other  than as a  dividend  or other
                    distribution  on any class of stock as  provided  in Section
                    d(2) and other than upon a  subdivision  or  combination  of
                    shares of Common Stock as provided in Section  d(1),  for an
                    Effective Price (as hereinafter  defined) less than the then
                    existing  Conversion  Price,  then and in each such case the
                    then existing  Conversion Price shall be reduced,  as of the
                    opening of business on the date of such issue or sale,  to a
                    price  determined by multiplying  that Conversion Price by a
                    fraction  the  numerator of which shall be (A) the number of
                    shares of Common Stock  outstanding at the close of business
                    on the day next  preceding  the date of such  issue or sale,
                    plus (B) the  number of shares  of  Common  Stock  which the
                    aggregate   consideration   received   (or  by  the  express
                    provisions  hereof is deemed to have been  received)  by the
                    Corporation  for the total  number of  Additional  Shares of
                    Common  Stock so issued  would  purchase at such  Conversion
                    Price,  plus  (C) the  number  of  shares  of  Common  Stock
                    underlying Other Securities (as hereinafter defined) and the
                    denominator  of which  shall be (X) the  number of shares of
                    Common  Stock  outstanding  at the close of  business on the
                    date of such  issue  after  giving  effect to such  issue of
                    Additional  Shares of Common  Stock,  plus (Y) the number of
                    shares of Common Stock  underlying  the Other  Securities at
                    the close of business on the date of such issue or sale.


                                      -8-
<PAGE>
                         (b) For the purpose of making any  adjustment  required
                    under this Section d(6), the  consideration  received by the
                    Corporation for any issue or sale of securities shall (A) to
                    the extent it  consists of cash be computed at the amount of
                    cash  received  by the  Corporation,  (B) to the  extent  it
                    consists  of  property  other than cash,  be computed at the
                    fair value of that  property as  determined in good faith by
                    the Board,  and (C) if  Additional  Shares of Common  Stock,
                    Convertible Securities (as hereinafter defined) or rights or
                    options to purchase either Additional Shares of Common Stock
                    or  Convertible  Securities are issued or sold together with
                    other stock or securities or other assets of the Corporation
                    for a  consideration  which covers both,  be computed as the
                    portion  of  the  consideration  so  received  that  may  be
                    reasonably  determined  in good  faith  by the  Board  to be
                    allocable  to  such  Additional   Shares  of  Common  Stock,
                    Convertible Securities or rights or options.


                                      -9-
<PAGE>
                         (c) For the purpose of the  adjustment  required  under
                    this  Section  d(6),if the  Corporation  issues or sells any
                    rights or  options  for the  purchase  of, or stock or other
                    securities  convertible  into,  Additional  Shares of Common
                    Stock   (such   convertible   stock  or   securities   being
                    hereinafter referred to as "Convertible  Securities") and if
                    the  Effective  Price of such  Additional  Shares  of Common
                    Stock is less than the Conversion Price then in effect, then
                    in each case the Corporation  shall be deemed to have issued
                    at the time of the  issuance  of such  rights or  options or
                    Convertible  Securities  the  maximum  number of  Additional
                    Shares of Common Stock  issuable upon exercise or conversion
                    thereof  and to  have  received  as  consideration  for  the
                    issuance of such shares an amount  equal to the total amount
                    of the  consideration,  if any,  received by the Corporation
                    for the  issuance of such  rights or options or  Convertible
                    Securities, plus, in the case of such rights or options, the
                    minimum  amounts of  consideration,  if any,  payable to the
                    Corporation  upon the  exercise  of such  rights or options,
                    plus,  in the case of  Convertible  Securities,  the minimum
                    amounts of consideration, if any, payable to the Corporation
                    (other than by  cancellation  of  liabilities or obligations
                    evidenced   by  such   Convertible   Securities)   upon  the
                    conversion  thereof. No further adjustment of the Conversion
                    Price, adjusted upon the issuance of such rights, options or
                    Convertible  Securities,  shall be made as a  result  of the
                    actual issuance of Additional  Shares of Common Stock on the
                    exercise of any such rights or options or the  conversion of
                    any  such  Convertible  Securities.  If any such  rights  or
                    options or the conversion privilege  represented by any such
                    Convertible  Securities  shall  expire  without  having been
                    exercised,  the Conversion  Price adjusted upon the issuance
                    of such rights,  options or Convertible  Securities shall be
                    readjusted to the Conversion  Price which would have been in
                    effect  had an  adjustment  been made on the basis  that the
                    only  Additional  Shares of Common  Stock so issued were the
                    Additional  Shares of Common Stock, if any,  actually issued
                    or sold on the  exercise of such rights or options or rights
                    of  conversion  of such  Convertible  Securities,  and  such
                    Additional  Shares of Common  Stock,  if any, were issued or
                    sold  for  the   consideration   actually  received  by  the
                    Corporation upon such exercise,  plus the consideration,  if
                    any,  actually  received by the Corporation for the granting
                    of all such  rights or  options,  whether or not  exercised,
                    plus the  consideration  received for issuing or selling the
                    Convertible   Securities   actually   converted,   plus  the
                    consideration,  if any, actually received by the Corporation
                    (other than by  cancellation  of  liabilities or obligations
                    evidenced by such Convertible  Securities) on the conversion
                    of such Convertible Securities.


                                      -10-
<PAGE>
                         (d) "Additional  Shares of Common Stock" shall mean all
                    shares of Common Stock issued by the  Corporation  after the
                    Purchase  Date,  whether or not  subsequently  reacquired or
                    retired by the Corporation, other than: (A) shares of Common
                    Stock  issued upon  conversion  of the Series 1-A  Preferred
                    Stock  or any  other  options  or  warrants  or  convertible
                    securities outstanding or issuable on the Purchase Date; (B)
                    shares of Common Stock  issuable or issued to the directors,
                    officers and employees of or consultants to the Corporation;
                    (C) shares of Common Stock  issuable or issued as part of an
                    acquisition  by the  Corporation of all of or certain assets
                    (including  technology  rights) or shares of another company
                    or entity  whether  through a  purchase,  merger,  exchange,
                    reorganization  or the like;  (D)  shares  of  Common  Stock
                    issuable  or  issued  pursuant  to  equipment  financing  or
                    leasing  arrangements;  or (E)  shares  issued  in a  public
                    offering of the  Corporation's  securities.  The  "Effective
                    Price" of  Additional  Shares of Common Stock shall mean the
                    quotient   determined   by  dividing  the  total  number  of
                    Additional  Shares of Common Stock issued or sold, or deemed
                    to have been  issued or sold by the  Corporation  under this
                    Section d(6), into the aggregate  consideration received, or
                    deemed to have been  received  by the  Corporation  for such
                    issue under this Section d(6), for such Additional Shares of
                    Common Stock. "Other Securities" with respect to an issue or
                    sale of  Additional  Shares of Common  Stock  shall mean (i)
                    preferred  stock,  debentures  and  notes  convertible  into
                    Common  Stock,  and (ii)  options or  warrants  to  purchase
                    Common  Stock at a price that is no greater  than 95% of the
                    Effective  Price of such issue or sale of Additional  Shares
                    of Common  Stock.  The  "number  of  shares of Common  Stock
                    underlying Other Securities" on a particular date shall mean
                    the  number  of shares of  Common  Stock  issuable  upon the
                    exercise  or  conversion,  as the case may be, of such Other
                    Securities at the close of business on such date but only to
                    the extent that the holders  thereof  have the fully  vested
                    legal right to exercise or convert such Other  Securities on
                    such date and to retain the Common  Stock  issued  upon such
                    exercise or conversion.

               (7) Upon the occurrence of each adjustment or readjustment of the
          Conversion  Price,  the  Corporation  at its  expense  shall  promptly
          compute such  adjustment or  readjustment in accordance with the terms
          hereof, and shall prepare and furnish to the holders of the Series 1-A
          Preferred  Stock  a  certificate  setting  forth  such  adjustment  or
          readjustment   and  showing  in  detail  the  facts  upon  which  such
          adjustment or readjustment is based.

          e.  Notices  of  Record  Date.  In  the  event  of any  taking  by the
              -------------------------
     Corporation  of a record of the holders of any class of securities  for the
     purpose of determining  the holders thereof who are entitled to receive any
     dividend (other than a cash dividend) or other  distribution,  any security
     or right convertible into or entitling the holder thereof to receive or any
     right to subscribe for,  purchase or otherwise  acquire any shares of stock
     of any class or any other  securities or property,  or to receive any other
     right,  the  Corporation  shall mail to each holder of Series 1-A Preferred
     Stock at least  twenty  (20) days prior to the date  specified  therein,  a
     notice  specifying the date on which any such record is to be taken for the
     purpose of such dividend,  distribution,  security or right, and the amount
     and character of such dividend, distribution, security or right.

          f.  Reservation of Stock  Issuable Upon  Conversion.  The  Corporation
              -----------------------------------------------
     shall at all times  reserve and keep  available out of its  authorized  but
     unissued  shares of Common  Stock,  solely for the purpose of effecting the
     conversion of the shares of the Series 1-A Preferred Stock,  such number of
     its  shares of Common  Stock as shall  from time to time be  sufficient  to
     effect the conversion of all outstanding shares of the Series 1-A Preferred
     Stock and if at any time the number of  authorized  but unissued  shares of
     Common Stock shall not be sufficient  to effect the  conversion of all then
     outstanding  shares of the Series 1-A Preferred Stock, the Corporation will
     take such  corporate  action as may,  in the  opinion  of its  counsel,  be
     necessary to increase its authorized but unissued shares of Common Stock to
     such number of shares as shall be sufficient  for such purpose,  including,
     without  limitation,  engaging  in best  efforts  to obtain  the  requisite
     stockholder  approval  of any  necessary  amendment  to  this  Articles  of
     Incorporation.


                                      -11-
<PAGE>
          g.  Fractional  Shares.  No fractional  share shall be issued upon the
              ------------------
     conversion of any share or shares of Series 1-A Preferred Stock. All shares
     of Common Stock (including  fractions  thereof) issuable upon conversion of
     more than one share of Series 1-A Preferred Stock by a holder thereof shall
     be aggregated  for purposes of  determining  whether the  conversion  would
     result  in  the   issuance  of  any   fractional   share.   If,  after  the
     aforemen-tioned aggregation, the conversion would result in the issuance of
     a fraction of a share of Common Stock,  the  Corporation  shall, in lieu of
     issuing any fractional  share,  pay the holder  otherwise  entitled to such
     fraction a sum in cash equal to the fair market  value of such  fraction on
     the date of conversion (determined as provided in Subparagraph 5c).

          h. Notices.  Any notice required by the provisions of this Paragraph 5
             -------
     to be given to the holders of shares of Series 1-A Preferred Stock shall be
     deemed  given if  deposited in the United  States  mail,  postage  prepaid,
     return  receipt  requested,  and  addressed to each holder of record at his
     address appearing on the books of the Corporation.

     8.     Amendment.
            ---------

     Any  term relating to the Series 1-A Preferred Stock may be amended and the
observance  of any term relating to the Series 1-A Preferred Stock may be waived
(either  generally  or  in  a particular instance) only with the vote or written
consent  of  holders  of  a majority of the outstanding shares of the Series 1-A
Preferred  Stock.  Any  amendment  so  effected  shall  be  binding  upon  the
Corporation  and  any  holder  of  the  Series  1-A  Preferred  Stock.

     9.     Restrictions  and  Limitations.
            ------------------------------

     So long as any shares of Series 1-A Preferred Stock remain outstanding, the
Corporation  shall  not, without the vote or written consent by the holders of a
majority  of  the  outstanding  shares  of  Series  1-A  Preferred Stock, voting
together  as  a  single  class:

          a. Increase or decrease (other than by conversion) the total number of
     authorized shares of Series 1-A Preferred Stock; or

          b. Amend the Articles of  Incorporation  of the  Corporation to change
     the  rights,  preferences,  privileges  or  limitations  of the  Series 1-A
     Preferred Stock.

     10.     No  Reissuance  of  Series  1-A  Preferred  Stock.
             -------------------------------------------------

     No  share  or  shares  of  Series  1-A  Preferred  Stock  acquired  by  the
Corporation  by reason of redemption, purchase, conversion or otherwise shall be
reissued,  and  all  such shares shall be returned to the status of undesignated
shares  of  Preferred  Stock.


                                      -12-
<PAGE>
     11.     Residual  Rights.
             ----------------

     Holders  of  shares  of  Series  1-A  Preferred  Stock  shall  not have any
pre-emptive  rights.  All  rights  accruing  to  the  outstanding  shares of the
Company not expressly provided for to the contrary herein shall be vested in the
Common  Stock.

C.     That the number of shares of Series 1-A Preferred Stock is 2,900,000; and

D.     That  none  of such shares of Series 1-A Preferred Stock has been issued.

                                      -13-
<PAGE>

     IN WITNESS WHEREOF Vsource, Inc. has caused this certificate to be executed
by  Robert  C.  McShirley, its President and Ronald J. Sanderson, its Assisitant
Secretary,  on  the  date  set  forth  below.

Dated:   2/17,  2000
        -------------

                                            /s/  Robert  C.  McShirley
                                            ------------------------------
                                            Robert  C.  McShirley,
                                            President

                                            /s/  Ronald  J.  Sanderson
                                            ------------------------------
                                            Ronald  J.  Sanderson,
                                            Assistant  Secretary



STATE  OF      California         )
          ----------------------  )
                                  )  ss:
COUNTY  OF        Ventura         )
          ----------------------  )


     On   February  17,  2000  personally  appeared  before me, a Notary Public,
        ---------------------
     Robert  C.  McShirley       and     Ronald  J.  Sanderson ,  who
    -----------------------           -------------------------
acknowledged  that  they  executed  the  above  instrument.



                                                      /s/  Carlene  R.  Ackley
                                                  ------------------------------
(SEAL)                                                     Notary  Public



                                      -14-
<PAGE>