Exhibit 3.4

                  CERTIFICATE OF DESIGNATION, NUMBER, POWERS
                    PREFERENCES AND RELATIVE, PARTICIPATING
                  OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
                    OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES B PREFERRED STOCK
                                       OF
                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.



It is hereby certified that:

1.   The name of the  corporation  (hereinafter  called  the  "Corporation")  is
     Innovative Software Technologies, Inc.

2.   The certificate of incorporation of the Corporation  authorizes issuance of
     25,000,000  shares of Preferred  Stock with a par value to be determined by
     the Board of Directors and expressly vests in the Board of Directors of the
     Corporation  the  authority  provided  therein  to issue any or all of said
     shares  in  one or  more  series  and by  resolution  or  resolutions,  the
     designation, number, full or limited voting powers, or the denial of voting
     powers, preferences and relative participating, optional, and other special
     rights  and  the  qualifications,   limitations,  restrictions,  and  other
     distinguishing characteristics of each series to be issued.

3.   The  Board of  Directors  of the  Corporation,  pursuant  to the  authority
     expressly vested in it as aforesaid,  has adopted the following resolutions
     creating a Series B issue of Preferred Stock:

     RESOLVED,  that Three million  (3,000,000)  shares of the  Preferred  Stock
     (stated  value  $1.00  per  share)  are  authorized  to be  issued  by this
     Corporation pursuant to its certificate of incorporation, and that there be
     and hereby is authorized  and created a series of preferred  stock,  hereby
     designed  as the  Series B  Preferred  Stock,  which  shall have the voting
     powers, designations,  preferences and relative participating,  optional or
     other rights, if any, or the qualifications,  limitations, or restrictions,
     set forth in such  certificate of  incorporation  and in addition  thereto,
     those following:

     (a)  DESIGNATION.  The Preferred  Stock subject  hereof shall be designated
          Series B Preferred  Stock ("Series B  Preferred").  No other shares of
          Preferred Stock shall be designated as Series B Preferred stock.

     (b)  DIVIDENDS. The holders of the shares of Series B Preferred Stock shall
          be  entitled to receive  dividends  at the rate of 4% per annum of the
          liquidation  preference  per share  payable  yearly in fully  paid and
          non-assessable shares of the Corporation's common stock. The number of
          shares  of  common  stock to be  distributed,  as a  dividend  will be
          calculated by dividing such payment by 95% of



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          the Average  Market Price on the first five trading days after January
          1 of each year.  The term "Market  Price" means,  as of any date,  the
          daily  closing  price on such date.  Delivery of such shares of common
          stock  shall be made not  later  than  January  15 of each  year.  The
          closing price for each day shall be the last sales price or in case no
          such  reported  sales take place on such day,  the average of the last
          reported  bid  and  asked  price,  in  either  case,  on the  national
          securities  exchange on which the shares of common  stock are admitted
          to trading or listed,  or if not listed or admitted to trading on such
          exchange,  the  representative  closing  bid price as  reported by the
          NASDAQ National  Market,  or other similar  organization if the NASDAQ
          National  Market  is no longer  reporting  such  information,  the OTC
          Bulletin  Board,  or if not so  available,  the fair  market  price as
          determined, in good faith, by the Board of Directors of the Company.

          No dividends may be declared or paid any other outstanding Corporation
          securities  unless all  dividends  on the Series B  Preferred  and any
          other  shares  of  Preferred  Stock  on a  parity  with  the  Series B
          Preferred have been declared and paid in full through the  immediately
          preceding  dividend date. The holders of the Series B Preferred at the
          close of  business  on  January  1 of each year  will be  entitled  to
          receive the dividend on the dividend payment date.

     (c)  CONVERSION.  The Series B Preferred shall, at the option of the holder
          thereof,  at any time and from time to time, be convertible  into that
          number of fully paid and non-assessable  shares of the common stock of
          the  Corporation,  equal to the stated value of the shares of Series B
          Preferred  Stock being  converted  plus accrued but unpaid  dividends,
          divided by 95% of the Market Price (as that term is defined  above) of
          the Corporation's  common stock at the time of conversion.  Subject to
          the provisions of (d) and (e), below, in no event shall the holders of
          the  Series B  Preferred  Stock  be  entitled  to  receive  more  than
          3,000,000  shares of common  stock  upon  conversion  of the  Series B
          Preferred  Stock.  The  conversion  right of the  holders  of Series B
          Preferred   Stock  shall  be  exercised   by  the   surrender  of  the
          certificates representing shares to be converted to the Corporation or
          its transfer agent for the Series B Preferred,  accompanied by written
          notice electing conversion. Immediately prior to the close of business
          on the date the  Corporation  receives  written  notice of conversion,
          each converting holder of Series B Preferred shall be deemed to be the
          holder of record of common  stock  issuable  upon  conversion  of such
          holder's Series B Preferred notwithstanding that the share register of
          the Corporation shall then be closed or that certificates representing
          such common stock shall not then be actually delivered to such person.
          When shares of Series B Preferred are converted,  all  accumulated and
          unpaid dividends (whether or not declared or currently payable) on the
          Series B Preferred so converted,  to and not including the  conversion
          date, shall be due and payable.  The conversion price shall be subject
          to adjustment if any of the events  described in the next paragraph of
          this paragraph (c) occurs.  The adjustment will be  accomplished  from
          time to time as described in the following paragraph.

     (d)  ADJUSTMENTS   TO  CONVERSION   PRICE  FOR  STOCK   DIVIDENDS  AND  FOR
          COMBINATIONS OR SUBDIVISIONS OF COMMON STOCK. In the


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          event that the  Corporation at any time or from time to time after the
          date of the filing of this  Certificate  shall declare or pay, without
          consideration,  any  dividend  on the common  stock or in any right to
          acquire  common  stock  for  no  consideration,   or  shall  effect  a
          subdivision of the  outstanding  shares of common stock into a greater
          number of shares of common stock (by stock split,  reclassification or
          otherwise  than by  payment of a  dividend  in common  stock or in any
          right to acquire common stock), or in the event the outstanding shares
          of common stock shall be combined or consolidated, by reclassification
          or otherwise, into a lesser number of shares of common stock, then the
          Market  Price,  before such event used to calculate  dividends and the
          conversion rate, shall be proportionately  decreased or increased,  as
          appropriate.

     (e)  ADJUSTMENTS FOR  RECLASSIFICATION  AND  REORGANIZATION.  If the common
          stock  issuable  upon  conversion  of the Series B Preferred  shall be
          changed into the same or different number of shares of any other class
          or   classes   of   stock,   whether   by   capital    reorganization,
          reclassification or otherwise (other than a subdivision or combination
          of  shares  provided  for in  (d)  above),  the  Market  Price  shall,
          concurrently  with  the   effectiveness  of  such   reorganization  or
          reclassification,  be  proportionately  adjusted  so that the Series B
          Preferred  shall be convertible  into, in lieu of the number of shares
          of common stock which the holders would  otherwise  have been entitled
          to receive, a number of shares of such other class or classes of stock
          equivalent  to the  number of shares of common  stock  that would have
          been subject to receipt by the holders upon conversion of the Series B
          Preferred immediately before that change.

     (f)  REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS. If at any
          time or from time to time after the date of this Certificate, there is
          a  capital   reorganization   of  the  common  stock  (other  than  as
          subdivision, combination or reclassification of shares provided for in
          (d)  and  (e),  above),  as a part  of  such  capital  reorganization,
          provision  shall be made so that the holders of the Series B Preferred
          shall  thereafter be entitled to receive upon conversion of the Series
          B  Preferred  the  number of shares  of stock or other  securities  or
          property  of the  Company to which a holder of the number of shares of
          common stock  deliverable  upon conversion would have been entitled on
          such capital reorganization. In any case, appropriate adjustment shall
          be made in the  application of the provisions of (b), (c) and (f) with
          respect to the rights of the holders of Series B  Preferred  after the
          capital  reorganization to the end that the provisions of (b), (c) and
          (f)  (including  adjustment of the Market Price then in effect and the
          number of shares issuable upon  conversions of the Series B Preferred)
          shall be  applicable  after that event and be as nearly  equivalent as
          practicable.

     (g)  NO  IMPAIRMENT.   The  Corporation  will  not,  by  amendment  of  its
          Certificate of Incorporation or through any  reorganization,  transfer
          of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
          securities or any other voluntary  action,  avoid or seek to avoid the
          observance  or  performance  of any of the  terms  to be  observed  or
          performed hereunder by the Corporation,  but will at all times in good
          faith


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          assist in the carrying out all the provisions of this  Certificate and
          in the taking of all such action as may be necessary or appropriate in
          order to protect the dividend and conversion  rights of the holders of
          the Series B Preferred against impairment.

     (h)  CERTIFICATES AS TO ADJUSTMENTS. Upon the occurrence of each adjustment
          or readjustment of the Market Price pursuant to this Certificate,  the
          Corporation at its expense shall promptly  compute such  adjustment or
          readjustment  in  accordance  with the terms  hereof and  prepare  and
          furnish to each holder of Series B Preferred a certificate executed by
          the  Corporation's  president or Chief Financial Officer setting forth
          such adjustment or  readjustment  and showing in detail the facts upon
          which such adjustment or readjustment is based. The Corporation shall,
          upon  the  written  request  at any  time of any  holder  of  Series B
          Preferred,  furnish  or cause to be  furnished  to such  holder a like
          certificate setting forth such adjustments and readjustments.

     (i)  ISSUE  TAXES.  The  Corporation  shall pay any and all issue and other
          taxes  that may be payable  in  respect  of any issue or  delivery  of
          shares of common stock on  conversion  of Series B Preferred  pursuant
          hereto; provided,  however, that the Corporation shall no be obligated
          to pay any transfer taxes resulting from any transfer requested by any
          holder in connection with any such conversion.

     (j)  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 B Preferred, 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 B
          Preferred;  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 B Preferred,
          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 Certificate.

     (k)  FRACTIONAL  SHARES.  No  fractional  share  shall be  issued  upon the
          conversion  of any shares or shares of Series B Preferred.  All shares
          of common stock (including fractions thereof) issuable upon conversion
          of more than one share of Series B Preferred 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
          aforementioned  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 Market
          Price of such fraction on the date of conversion.

     (l)  REDEMPTION.   The  Series  B  Preferred   may  be  redeemable  by  the
          Corporation  at any time at the rate of $1.00 per share  plus  accrued
          and unpaid dividends. The


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<PAGE>


          redemption  price is  payable  in shares of the  Corporation's  common
          stock  within 45 days after the  delivery by the  Corporation  to each
          holder  of  Series B  Preferred  of a written  redemption  notice.  If
          redeemed,  each holder of redeemed Series B Preferred shall deliver to
          the  Corporation  the  certificates  evidencing the redeemed  Series B
          Preferred.  Upon receipt of the redemption  notice, the holders of the
          Preferred  Stock  shall have 30 days to convert the Series B Preferred
          Stock  into  common  stock at the  conversion  rate set  forth in (c),
          above.

     (m)  SINKING FUND. No provision shall be made for any sinking fund.

     (n)  LIQUIDATION  RIGHTS.  In the  event of any  voluntary  or  involuntary
          liquidation, dissolution or winding up of the Corporation, the holders
          of the Series B Preferred shall be entitled to receive $1.00 per share
          before the  holders of common  shares and any other class or series of
          preferred  stock (other than a class or series  created after the date
          hereof which is entitled to share  ratably with the Series B Preferred
          in the payment of dividends or shall, in the event the amounts payable
          thereon in  liquidation  are not paid in full,  be  entitled  to share
          ratably  with the  Series B  Preferred  in any other  distribution  of
          assets,  which  class or series is  hereinafter  referred  to as "Pari
          Passu  Stock")   receive  any  amount  as  a  result  of  liquidation,
          dissolution  or  winding  up of the  Corporation.  If the assets to be
          distributed  among the holders of the Series B preferred  and any Pari
          Passu Stock are insufficient to permit the Corporation to pay the full
          amount of the liquidation preference, the Corporation shall distribute
          its assets among the holders of the Series B Preferred  and Pari Passu
          Stock ratably based on the  respective  amounts  otherwise  payable to
          them.  The purchase or redemption by the  Corporation  of stock of any
          class,  in any number  permitted by law,  shall not for the purpose of
          this paragraph be regarded as a liquidation, dissolution or winding up
          of the Corporation.  The Corporation shall not create,  authorize,  or
          issue any  shares  of  stock,  which are  superior  in  preference  to
          dividends or liquidation proceeds to the Series B Preferred.

     (o)  INVOLUNTARY LIQUIDATION. In the event of involuntary liquidation,  the
          shares of this series  shall be entitled to the same amounts as in the
          event of voluntary liquidation.

     (p)  PREFERENCE TO DIVIDEND.  No dividends shall be declared or paid on the
          common stock of the Corporation  before all  accumulated  dividends on
          the Series B Preferred Stock have been paid.

     (q)  OTHER RESTRICTIONS.  There shall be no conditions or restrictions upon
          the creation of indebtedness of the Corporation,  or any subsidiary or
          upon the  creation  of any other  series of  preferred  stock with any
          other preferences.

     (r)  VOTING.  Each holder of shares of Series B Preferred shall be entitled
          to one vote per  share of  Series B  Preferred  (except  as  otherwise
          expressly  provided herein or as required by law, voting together with
          the Common Stock as a single class) and shall be entitled to notice of
          any stockholders' meeting in accordance


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          with the Bylaws of the Corporation.  If any of the events described in
          (d), (e), or (f) above occur, the number of votes to which the holders
          of  the  Series  B  Preferred  are  entitled  shall  be  adjusted,  as
          appropriate, to preserve their voting power.

     (s)  STATED  VALUE.  The shares of Series B  Preferred  shall have a stated
          value of $1.00 per share.

     (t)  OTHER PREFERENCES. The shares of the Series B Preferred shall no other
          preferences,  rights,  restrictions,  or  qualifications,   except  as
          otherwise  provided by law or the certificate of  incorporation of the
          Corporation.

     FURTHER RESOLVED, that the statements contained in the foregoing resolution
     creating and  designating  the said Series B Preferred Stock and fixing the
     number,  powers,  preferences and relative,  optional,  participating,  and
     other special rights and the qualifications, limitations, restrictions, and
     other distinguishing characteristics thereof shall, upon the effective date
     of  said  series,  be  deemed  to be  included  in  and  be a  part  of the
     certificate or incorporation of the Corporation.



Signed on March 1, 2002





/s/ D. Shane Hackett                 /s/ Shawn M. Thomas
President                            Secretary
Douglas Shane Hackett                Shawn Michael Thomas



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