Exhibit 10.1

                             Remote Knowledge, inc.
                             A Delaware Corporation

                   Certificate of Designations and Preferences

                      Series B Convertible Preferred Stock

     Pursuant to Section 151 of the General Corporation Law of the State of
Delaware, and Article IV of its Certificate of Incorporation, Remote Knowledge,
Inc., a corporation organized and existing under the laws of the state of
Delaware,

     DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board
of Directors of the Corporation by the Certificate of Incorporation, and
pursuant to the Delaware General Corporation Law, said Board of Directors, by
written consent dated as of March 2, 2004 provided for the creation of its
series of up to 13,000 shares of Series B Convertible Preferred Stock, which
resolution reads as follows:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by Article IV of the Corporation's Certificate of
Incorporation, a series of Preferred Stock of the Corporation will be, and it
hereby is, created out the authorized but unissued shares of the preferred stock
of the Corporation, such series to be designated "Series B Convertible Preferred
Stock," (the "Series B Preferred Stock") to consist of up to 9,250 shares, par
value $.001 per share, of which the preferences, and relative and other rights,
and the qualifications, limitations or restrictions thereof, will be (in
addition to those set forth in the Corporation's Certificate of Incorporation)
as follows:

     1. Dividend Provisions. The holders of shares of Series B Preferred Stock
(the "Holder" or "Holders") will be entitled to receive dividends, out of any
assets legally available therefore, on a pro rata basis based on the number of
shares of common stock that would be held by each Holder if all such Series B
Preferred Stock were converted to common stock (such aggregate number calculated
on an "As-If-Converted Basis"), payable when, as and if declared by the Board of
Directors. The holders of common stock and the holders of Series A Preferred
Stock will be entitled to receive dividends on a parity with the Holders, but
for so long as any Series B Preferred Stock is outstanding, the Corporation will
not declare or pay any dividend or make any distribution on an series of stock
that is junior to the Series B Preferred or stock that is on a parity with the
Series B Preferred, whether the dividend is in cash, property or other form.

     2. Liquidation Preference.

        (a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the Holders will be entitled to
receive, subject to the terms and conditions below with respect to the Series A
Preferred Stock, and prior and in preference to any distribution of any of the
assets of the Corporation to the holders of common stock, by reason of their
ownership thereof, a total amount per share equal to the sum of (i) $2,000.00
for each outstanding share of Series B Preferred Stock and (ii) an amount equal
to declared but unpaid dividends on such share (subject to adjustment of such

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fixed dollar amounts for any stock splits, stock dividends, combinations,
recapitalizations or the like) payable as set forth below in this Section 2(a).
With respect to the Series A Preferred Stock, any payments in liquidation,
dissolution or winding up of the Corporation will first be made so that the
Holders will receive $1,000 per share, then next the holders of the Series A
Preferred Stock will receive $1,000 per share and then the Holders and the
holders of the Series A Preferred Stock will receive the next proceeds ratably
until the Holders and the holders of the Series A Preferred Stock receive a
total of $2,000 per share (including the initial $1,000 payments), plus an
amount equal to declared but unpaid dividends on such shares. If upon the
occurrence of such event, the assets and funds thus distributed among the
Holders shall be insufficient to permit the payment to the Holders of at least
$1,000 per share, then the entire assets and funds of the Corporation legally
available for distribution shall be distributed ratably among the Holders pro
rata based upon the number of shares of Series B Preferred Stock held by each
Holder.

             (i) Upon the completion of the distributions required by subsection
     (a) of this Section 2, the remaining assets of the Corporation available
     for distribution to shareholders shall be distributed among the Holders,
     the holders of the Series A Preferred Stock and common stock pro rata based
     on the number of shares of common stock held by each (on an As-If-Converted
     Basis), without regard to any assets or proceeds distributed to the Holders
     and the holders of Series A Preferred Stock pursuant to subsection 2(a).
     For purposes of this Section 2, a liquidation, dissolution or winding up of
     the Corporation shall be only at that time the Board of Directors and the
     Stockholders determine in accordance with the laws of the State of Delaware
     to wind up and terminate the existence of the Corporation. The amount
     deemed paid or distributed to Holders in any of such events, if the amount
     paid or distributed is other than cash, shall be the value of the property,
     rights or securities paid or distributed to the Holders by the Corporation
     or the acquiring person, firm or entity. The value of such property, rights
     or other securities shall be determined in good faith by the Board of
     Directors of the Corporation.

     3. Conversion. The Holders shall have conversion rights as follows (the
"Conversion Rights"):

        (a) Right to Convert. At any time after the issuance of the Series B
Preferred Stock, each share of Series B Preferred Stock shall be convertible, at
the option of the Holder thereof, into such number of fully paid and
nonassessable shares of common stock as is determined by multiplying such share
by the ratio that is equal to (x) the price paid for such share by the Holder to
whom such share was issued by the Corporation (the "Original Series B Issue
Price") divided by (y) the Series B Conversion Price (the "Series B Conversion
Ratio"), determined as hereafter provided, in effect on the date the certificate
is surrendered for conversion The initial Series B Conversion Price per share
shall be $0.75. The Series B Conversion Price will be subject to adjustment as
set forth in subsection 3(d).

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        (b) Automatic Conversion. Each share of Series B Preferred Stock shall
automatically be converted into shares of common stock at the Series B
Conversion Ratio then in effect immediately upon the earlier of (i) the
Corporation's sale of its common stock in a firm commitment underwritten public
offering pursuant to a registration statement under the Securities Act, the
public offering price of which is not less than $5.00 per share (as adjusted for
any stock splits, stock dividends, recapitalizations or the like) and
$25,000,000 in the aggregate, or (ii) the date specified by written consent or
agreement of the Holders of not less than 80% of the then outstanding shares of
Series B Preferred Stock.

        (c) Mechanics of Conversion. Before any Holder will be entitled to
convert the same into shares of common stock, such Holder shall surrender the
certificate or certificates therefor, duly endorsed, along with the Notice of
Conversion which is attached as Exhibit A hereto, at the office of the
Corporation or of any transfer agent for the Series B Preferred Stock, and will
give written notice to the Corporation at its principal corporate office, of the
number of shares of Series B Preferred Stock to be converted and of the election
to convert the same, and shall state therein the name or names in which the
certificate or certificates for the shares of common stock are to be issued. The
Corporation will pay any issue and transfer taxes that may be payable in respect
of any issue or delivery of shares of common stock on conversion of Series B
Preferred Stock pursuant hereto. The Corporation will, as soon as practicable
thereafter, issue and deliver at such office to such Holder, or to the nominee
or nominees of such Holder, a certificate or certificates for the number of
shares of common stock to which such Holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date such Holder gives written notice of the shares of Series B
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 as
of such date. If the conversion is in connection with an underwritten offering
of securities registered pursuant to the Securities Act, the conversion may, at
the option of any Holder tendering Series B Preferred Stock for conversion, be
conditioned upon the closing with the underwriters of the sale of securities
pursuant to such offering, in which event the persons entitled to receive the
common stock upon conversion of the Series B Preferred Stock will not be deemed
to have converted such Preferred Stock until immediately prior to the closing of
such sale of securities.

        (d) Conversion Price Adjustments of Series B Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations. (i) The Conversion Price of the
Series B Preferred Stock shall be subject to adjustment from time to time as
follows:

                  (A) If the Corporation shall issue, after the date upon which
     any shares of Series B Preferred Stock were first issued (the "Purchase
     Date"), any Additional Stock (as defined below) without consideration or
     for a consideration per share less than the Series B Conversion Price in
     effect immediately prior to the issuance of such Additional Stock (a
     "Dilutive Price"), the Series B Conversion Price for such series in effect
     immediately prior to each such issuance shall forthwith (except as
     otherwise provided in this clause (i)) be adjusted to the Dilutive Price.

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     Any adjustment made pursuant to this clause (i)(A) shall be made on the
     next business day following the date on which any such issuance is made and
     shall be effective as of the close of business of the date of such
     issuance.

                  (B) No adjustment of the Series B Conversion Price shall be
     made in an amount less than one cent per share, provided that any
     adjustments that are not required to be made by reason of this sentence
     shall be carried forward and shall be either taken into account in any
     subsequent adjustment made prior to three years from the date of the event
     giving rise to the adjustment being carried forward, or shall be made at
     the end of three years from the date of the event giving rise to the
     adjustment being carried forward. Except to the limited extent provided for
     in subsections (E)(3) and (E)(4), no adjustment of the Series B Conversion
     Price pursuant to this subsection 3(d)(i) shall have the effect of
     increasing the Series B Conversion Price above the Series B Conversion
     Price in effect immediately prior to such adjustment.

                  (C) In the case of the issuance of common stock for cash, the
     consideration shall be deemed to be the amount of cash paid therefor before
     deducting any reasonable discounts, commissions or other expenses allowed,
     paid or incurred by the Corporation for any underwriting or otherwise in
     connection with the issuance and sale thereof.

                  (D) In the case of the issuance of the common stock for a
     consideration in whole or in part other than cash, the consideration other
     than cash shall be deemed to be the fair value thereof as determined in
     good faith by the Board of Directors irrespective of any accounting
     treatment.

                  (E) In the case of the issuance (whether before, on or after
     the Purchase Date) of options to purchase or rights to subscribe for common
     stock, securities by their terms convertible into or exchangeable for
     common stock or options to purchase or rights to subscribe for such
     convertible or exchangeable securities ("Common Stock Equivalents"), the
     following provisions shall apply for all purposes of this subsection
     3(d)(i) and subsection 3(d)(ii):

                       (1) The aggregate maximum number of shares of common
     stock deliverable upon exercise (assuming the satisfaction of any
     conditions to exercisability, including without limitation, the passage of
     time, but without taking into account potential antidilution adjustments)
     of such options to purchase or rights to subscribe for common stock shall
     be deemed to have been issued at the time such options or rights were
     issued and for a consideration equal to the consideration (determined in
     the manner provided in subsections 3(d)(i)(C) and (d)(i)(D)), if any,
     received by the Corporation upon the issuance of such options or rights
     plus the minimum exercise price provided in such options or rights (without
     taking into account potential antidilution adjustments) for the common
     stock covered thereby.

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                       (2) The aggregate maximum number of shares of common
     stock deliverable upon conversion of, or in exchange (assuming the
     satisfaction of any conditions to convertibility or exchangeability,
     including, without limitation, the passage of time, but without taking into
     account potential antidilution adjustments) for, any such convertible or
     exchangeable securities or upon the exercise of options to purchase or
     rights to subscribe for such convertible or exchangeable securities and
     subsequent conversion or exchange thereof shall be deemed to have been
     issued at the time such securities were issued or such options or rights
     were issued and for a consideration equal to the consideration, if any,
     received by the Corporation for any such securities and related options or
     rights (excluding any cash received on account of accrued interest or
     accrued dividends), plus the minimum additional consideration, if any, to
     be received by the Corporation (without taking into account potential
     antidilution adjustments) upon the conversion or exchange of such
     securities or the exercise of any related options or rights (the
     consideration in each case to be determined in the manner provided in
     subsections 3(d)(i)(C) and (d)(i)(D)).

                       (3) In the event of any change in the number of shares of
     common stock deliverable or in the consideration payable to the Corporation
     upon exercise of such options or rights or upon conversion of or in
     exchange for such convertible or exchangeable securities, including, but
     not limited to, a change resulting from the antidilution provisions thereof
     (unless such options or rights or convertible or exchangeable securities
     were merely deemed to be included in the numerator and denominator for
     purposes of determining the number of shares of common stock outstanding
     for purposes of subsection 3(d)(i)(A)), the Series B Conversion Price, to
     the extent in any way affected by or computed using such options, rights or
     securities, shall be recomputed to reflect such change, but no further
     adjustment shall be made for the actual issuance of common stock or any
     payment of such consideration upon the exercise of any such options or
     rights or the conversion or exchange of such securities.

                       (4) Upon the expiration of any such options or rights,
     the termination of any such rights to convert or exchange or the expiration
     of any options or rights related to such convertible or exchangeable
     securities, the Series B Conversion Price, to the extent in any way
     affected by or computed using such options, rights or securities or options
     or rights related to such securities (unless such options or rights were
     merely deemed to be included in the numerator and denominator for purposes
     of determining the number of shares of common stock outstanding for
     purposes of subsection 3(d)(i)(A)), shall be recomputed to reflect the
     issuance of only the number of shares of common stock (and convertible or
     exchangeable securities that remain in effect) actually issued upon the
     exercise of such options or rights, upon the conversion or exchange of such
     securities or upon the exercise of the options or rights related to such
     securities.

                       (5) The number of shares of common stock deemed issued
     and the consideration deemed paid therefor pursuant to subsections

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     3(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any
     change, termination or expiration of the type described in either
     subsection 3(d)(i)(E)(3) or (4).

             (ii) "Additional Stock" shall mean any shares of common stock or
     Common Stock Equivalents issued by the Corporation after the Purchase Date
     other than:

                  (A) shares of common stock issued pursuant to a transaction
     described in subsection 3(d)(iii) hereof; (B) shares of common stock issued
     or issuable to employees, consultants or directors of the Corporation
     directly or pursuant to a stock option plan or restricted stock plan
     approved by the Board of Directors of the Corporation (including past stock
     grants of 3,794,000 shares of common stock issued to officers and directors
     of the Corporation), up to 20% of the total number of shares of common
     stock outstanding at the time of issuance (on an As-If-Converted Basis);

                  (C) shares of common stock issuable or issued upon conversion
     of any shares of Series A Preferred Stock or Series B Preferred Stock;

                  (D) the issuance of securities in connection with a bona fide
     business acquisition of or by the Corporation, whether by merger,
     consolidation, sale of assets, sale or exchange of stock or otherwise,
     provided that such bona fide business acquisition is approved by the Board
     of Directors of the Corporation; or

                  (E) the issuance of securities pursuant to the anti-dilution
     provisions of any other outstanding securities of the Corporation that are
     triggered as a result of the sale of Series B Preferred Stock at the
     initial Series B Conversion Price.

             (iii) In the event the Corporation should at any time or from time
     to time after the Purchase Date fix a record date for the effectuation of a
     split or subdivision of the outstanding shares of common stock or the
     determination of holders of common stock entitled to receive a dividend or
     other distribution payable in additional shares of common stock or Common
     Stock Equivalents without payment of any consideration by such holder for
     the additional shares of common stock or the Common Stock Equivalents
     (including the additional shares of common stock issuable upon conversion
     or exercise thereof), then, as of such record date (or the date of such
     dividend distribution, split or subdivision if no record date is fixed),
     the Conversion Price of the Series B Preferred Stock shall be appropriately
     decreased so that the Series B Conversion Ratio shall be increased in
     proportion to such increase of the aggregate of shares of common stock
     outstanding and those issuable with respect to such Common Stock
     Equivalents.

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             (iv) If the number of shares of common stock outstanding at any
     time after the Purchase Date is decreased by a combination of the
     outstanding shares of common stock, then, following the record date of such
     combination, the Series B Conversion Price shall be appropriately increased
     so that the Series B Conversion Ratio shall be decreased in proportion to
     such decrease in outstanding shares.

        (e) Other Distributions. In the event the Corporation shall declare a
     distribution payable in securities of other persons, evidences of
     indebtedness issued by the Corporation or other persons, assets (excluding
     cash dividends) or options or rights not referred to in subsection
     3(d)(iii), then, in each such case for the purpose of this subsection 3(e),
     the Holders shall be entitled to a proportionate share of any such
     distribution as though they were the holders of the maximum number of
     shares of common stock of the Corporation into which their shares of Series
     B Preferred Stock are convertible as of the record date fixed for the
     determination of the holders of common stock of the Corporation entitled to
     receive such distribution.

        (f) Recapitalizations. If at any time or from time to time there shall
     be a recapitalization of the common stock (other than a subdivision,
     combination or merger or sale of assets transaction provided for elsewhere
     in this Section 3 or Section 2) provision shall be made so that the Holders
     shall thereafter be entitled to receive upon conversion of the Series B
     Preferred Stock the number of shares of stock or other securities or
     property of the Corporation or otherwise, to which a holder of common stock
     deliverable upon conversion would have been entitled on such
     recapitalization. In any such case, appropriate adjustment shall be made in
     the application of the provisions of this Section 3 with respect to the
     rights of the Holders after the recapitalization to the end that the
     provisions of this Section 3 (including adjustment of the Series B
     Conversion Price then in effect and the number of shares purchasable upon
     conversion of the Series B Preferred Stock) shall be applicable after that
     event as nearly equivalent as may be practicable.

        (g) No Impairment. The Corporation will not, by amendment of its
     Articles of Incorporation or through any reorganization, recapitalization,
     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 assist in
     the carrying out of all the provisions of this Section 3 and in the taking
     of all such action as may be necessary or appropriate in order to protect
     the Conversion Rights of the Holders against impairment.

        (h) Certificate as to Adjustments. Upon the occurrence of each
     adjustment or readjustment of the Conversion Price of Series B Preferred
     Stock pursuant to this Section 3, 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 a certificate setting
     forth such adjustment or readjustment and showing in detail the facts upon
     which such adjustment or readjustment is based. The Corporation shall, upon

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     the written request at any time of any Holder, furnish or cause to be
     furnished to such Holder a like certificate setting forth (i) such
     adjustment and readjustment, (ii) the Series B Conversion Price at the time
     in effect, and (iii) the number of shares of common stock and the amount,
     if any, of other property that at the time would be received upon the
     conversion of a share of Series B Preferred Stock.

        (i) 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 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, at least 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 or
     right, and the amount and character of such dividend, distribution or
     right.

        (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 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 B 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 B Preferred Stock, in addition to such other remedies
     as shall be available to the Holder, 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 purposes, including, without
     limitation, engaging in best efforts to obtain the requisite stockholder
     approval of any necessary amendment to these Articles of Incorporation.

        (k) Notices. Any notice required by the provisions of this Section 3 to
     be given to the Holders shall be deemed given if deposited in the United
     States mail, postage prepaid, and addressed to each Holder of record at his
     address appearing on the books of the Corporation.

     4. Voting Rights. The Holder of each share of Series B Preferred Stock
shall have the right to one vote for each share of common stock into which such
Series B Preferred Stock could then be converted, 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 stockholders' meeting in
accordance with the by-laws of the Corporation, 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, except as provided herein or as
otherwise required by law. Fractional votes shall not, however, be permitted and
any fractional voting rights available on an As-If-Converted Basis (after
aggregating all shares into which shares of Series B Preferred Stock held by
each Holder could be converted) shall be rounded to the nearest whole number
(with one-half being rounded upward).

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     5. Priority. The Series B Preferred Stock shall rank, with respect to all
dividends and distributions of the Corporation, senior to the Series A Preferred
Stock and the common stock and all other series of preferred stock of the
Corporation hereafter created by the Board of Directors.

     6. Financial Statements. For so long as at least 10% of the Series B
Preferred Stock issued on the Purchase Date remains outstanding, the Corporation
shall deliver to each Holder:

        (a) as soon as practicable, but in any event within 90 days after the
     end of each fiscal year of the Corporation, an income statement and
     statement of cash flows for the Corporation for such year, and a balance
     sheet and statement of stockholder's equity for the Corporation for such
     year, audited and certified by independent public accountants selected by
     the Corporation;

        (b) as soon as practicable, but in any event within 45 days after the
     end of each of the first three quarters of each fiscal year of the
     Corporation, an unaudited income statement and unaudited statement of cash
     flows for such fiscal quarter, and an unaudited balance sheet as of the end
     of such fiscal quarter.

     7. No Reissuance of Series B Preferred Stock. No share or shares of Series
B Preferred Stock acquired by the Corporation by reason of redemption, purchase,
conversion or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares which the Corporation shall be
authorized to issue.

     9. Covenant. The Corporation shall not, without first obtaining the
affirmative vote or written consent of the Holders of more than 50% of the
outstanding shares of Series B Preferred Stock, amend, supplement, or modify
this Certificate of Designation or otherwise alter or change the terms, rights,
preferences or privileges of the Series B Preferred Stock.

     IN WITNESS WHEREOF, Remote Knowledge, Inc has caused this certificate to be
duly executed by it President and Secretary this 31st day of March, 2004.


                                            ------------------------------------
                                            Randy S. Bayne, President


Attest:


---------------------------
Secretary


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                                    EXHIBIT A


                             REMOTE KNOWLEDGE, INC.

                          CONVERSION EXERCISE AGREEMENT


To: Computershare Investor Services                     Dated:_________________



     The undersigned, pursuant to the Conversion Rights set forth in the
attached Series B Convertible Preferred Stock ("Series B Preferred")
(Certificate No. _____), hereby agrees to subscribe for and purchase ________
shares of the Common Stock covered by such Series B Preferred and makes payment
herewith in full therefor by converting ________ shares of the attached Series B
Preferred certificate and thereby canceling that number of converted shares of
the Series B Preferred certificate. If the undersigned is not converting all of
the Series B Preferred shares represented by the attached certificate, please
reissue a new certificate for the remaining Series B Preferred shares and
deliver it to the undersigned at the address set forth below along with the
certificate for the newly issued common shares of Remote Knowledge, Inc. The
conversion rate is 3.34 shares of common for each share of Series B Preferred.
No less than one (1) share of Series B Preferred may be converted and no
fractional Series B Preferred conversions are permitted.



                           Signature:
                                      ------------------------------------------
                                      (exactly as it appears on the Certificate)

                           Print Name:
                                       -----------------------------------------

                           Address: --------------------------------------------

                                    --------------------------------------------

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