CERTIFICATE OF DESIGNATION
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       FOR
                          UTAH CLAY TECHNOLOGIES, INC.

     UTAH  CLAY TECHNOLOGIES, INC., a Utah corporation (the "Company"), pursuant
to  the  provisions  of  Section  16-10a-621 of the Utah Corporations Code, does
hereby  make  this  Certificate of Designation and does hereby state and certify
that pursuant to the authority expressly vested in the Board of Directors of the
Company by the Articles of Incorporation of the Company, the Board of Directors,
without  any shareholder action, which action was not required to be taken, duly
adopted  the  following  resolutions, which resolutions remain in full force and
effect  as  of  the  date  hereof:

     RESOLVED,  that,  pursuant  to  Article Third, Section 2 of the Articles of
Incorporation  of  the  Company,  the  Board  of Directors hereby authorizes the
issuance  of,  and  fixes  the  designation  and  preferences  and  relative,
participating,  optional,  and  other  special  rights,  and  qualifications,
limitations  and  restrictions,  of  a  series  of Preferred Stock consisting of
Ninety  Five  (95)  shares,  par  value  $0.001,  to  be  designated  "Series  C
Convertible  Preferred  Stock"  (the  "Series  C  Stock").

     RESOLVED,  that  each share of the Series C Stock shall rank equally in all
aspects  and  shall  be  subject  to  the  following  terms  and  provisions:


     1.     PREFERENCE  ON  LIQUIDATION.   In  the  event  of  any  voluntary or
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involuntary  liquidation,  distribution  of  assets  (other  than the payment of
dividends),  dissolution or winding-up of the Company, Series C Stock shall have
preferential  rights  to the Company's common stock (the "Common Stock") whereby
Series  C  Stock  shall get two times (2x) return on its capital.  Once Series C
Stock  has  recouped  its  two  times (2x) return on capital then Series C Stock
shall  participate,  on  a  pro rata basis, based on the number of shares of the
Company's  common  stock  (the "Common Stock") into which the the Series C Stock
are  convertible  at  the  time  of  the  liquidation,  distribution  of assets,
dissolution  or  winding-up.

2.     VOTING  RIGHTS.  The  Series  C Stock shall have voting rights and voting
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will  be  on  an  as  converted  basis,  with  class  votes  for the election of
directors,  any  transaction  in  which control of the Company is transferred in
which the per share price consideration received by Purchaser is less than three
(3)  times  the  Purchase Price, the sale of the Company of all or substantially
all of its assets, liquidation or winding up of the Company and any amendment to
the Company's by-laws or articles of incorporation in a manner adverse to Series
C  Stock.

     3.     CONVERSION.  The  holders  of  the  Series  C  Stock  shall have the
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following  rights  with  respect  to  the  conversion of the Series C Stock into
shares  of  Common  Stock  (the  "Conversion  Rights"):

     (A)     CONVERSION.  Subject  to  and  in compliance with the provisions of
this  Section 3, any shares of Series C Stock may, at any time, at the option of
the  holder,  be  converted  into fully paid and non-assessable shares of Common
Stock  (a "Conversion").  Each share of Series C Stock shall be converted into a
number  of  shares of Common Stock that equals one percent (1%) of the Company's
outstanding  common  stock  immediately  preceding  the  Conversion  Date.
(B)  MECHANICS  OF  THE  CONVERSION.  Upon  a Conversion, the holder of Series C
Stock shall surrender the applicable certificate or certificates therefore, duly
endorsed,  at  the  office of the Company or any transfer agent for the Series C
Stock,  and  shall give written notice to the Company, of the Conversion and the
number  of  shares  of  Series  C Stock being converted.  Thereupon, the Company
shall  promptly  issue  and deliver to such holder a certificate or certificates
for  the  number  of shares of Common Stock to which such holder is entitled.  A
Conversion  shall be deemed to have been made at the close of the first business
day  after  the  date  both  notice  has  been  given  and  the applicable share
certificate  or  certificates  have  been  delivered  to  the Company, provided,
however,  if  the  foregoing  occurs  on  a  business  day,  before the close of
business,  the  Conversion  shall  be  deemed  to  have occurred at the close of
business  on  that  day (the "Conversion Date").  The person entitled to receive
the  shares  of Common Stock issuable upon a Conversion shall be treated for all
purposes  as  the  record  holder  of  such shares of Common Stock on such date.
(C)     ADJUSTMENT  FOR  RECLASSIFICATION, EXCHANGE AND SUBSTITUTION.  If at any
time or from time to time after the Common Stock issuable upon the conversion of
the  Series  C Stock is changed into the same or a different number of shares of
any  class or classes of stock, whether by recapitalization, reclassification or
otherwise  (other  than a transaction provided for elsewhere in this Section 2),
in  any such event each holder of Series C Stock shall have the right thereafter
to convert such stock into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or other change
by  holders  of  the  maximum  number  of shares of Common Stock into which such
shares  of  Series  C  Stock could have been converted immediately prior to such
recapitalization,  reclassification or change, all subject to further adjustment
as  provided  herein or with respect to such other securities or property by the
terms  thereof.
(D)     REORGANIZATIONS,  MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.  If at any
time  or  from  time  to  time after the date of issuance of the Series C Stock,
there  is a capital reorganization of the Common Stock (other than a transaction
provided  for  elsewhere  in  this  Section  2),  as  a  part  of  such  capital
reorganization,  provision  shall  be  made  so that the holders of the Series C
Stock  shall  thereafter  be entitled to receive upon conversion of the Series C
Stock  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, subject
to  adjustment  in  respect  of  such  stock or securities by the terms thereof.
(E)     NOTICES  OF RECORD DATE.  Upon (i) any taking by the Company 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 or other distribution,
or  (ii)  any  sale  of  the Company, capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, or any
voluntary  or involuntary dissolution, liquidation or winding up of the Company,
the  Company  shall  mail  to each holder of Series C Stock at least twenty (20)
days prior to the record date specified therein a notice specifying (A) the date
on  which  any  such  record  is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date on
which  any  such  sale  of  the  Company,  reorganization,  reclassification,
recapitalization,  dissolution,  liquidation or winding up is expected to become
effective,  and (C) the date, if any, that is to be fixed as to when the holders
of  record  of  Common Stock (or other securities) shall be entitled to exchange
their  shares  of  Common  Stock  (or  other securities) for securities or other
property  deliverable  upon  such  sale  of  the  Company,  reorganization,
reclassification,  recapitalization,  dissolution,  liquidation  or  winding up.
(F)     FRACTIONAL  SHARES.  Any fractional share of Common Stock resulting from
the  conversion  of  the Series C Stock shall be rounded up to the nearest whole
share.
(G)     RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The Company 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 C 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 C Stock.  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 C Stock, the Company 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.
     (H)     NOTICES.  Any  notice  required by the provisions of this Section 2
shall  be  in  writing and shall be deemed effectively given:  (i) upon personal
delivery  to  the  party  to  be  notified, (ii) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient; if not, then on
the next business day, (iii) three (3) days after having been sent by registered
or  certified  mail,  return receipt requested, postage prepaid, or (iv) one (1)
day  after  deposit  with  a nationally recognized overnight courier, specifying
next  day  delivery, with written verification of receipt.  All notices shall be
addressed  to  each  holder of record at the address of such holder appearing on
the  books  of  the  Company.

(I)     NO  IMPAIRMENT.  The  Company  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 Company but will
at  all  times in good faith assist in the carrying out of all the provisions of
this  Section  2  and  in  the  taking of all such action as may be necessary or
appropriate  in  order  to  protect  the  Conversion Rights of the holder of the
Series  C  Stock  against  impairment.



     4.     REDEMPTION.
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          (A)     At  any  time, the Company may, in its sole discretion, redeem
some or all of the outstanding shares of Series C Stock at  a "Redemption Price"
equal  to  the greater of (i) $12,000 per share or (ii) the current market value
of  the  common  stock  on  an  as  converted  basis.

          (B)     To  redeem Series C Stock, the Company, at least five (5) days
prior  to  the  date  on  which it desires to redeem such stock (the "Redemption
Date"),  shall  send  the  applicable  holder  of Series C Stock a notice of the
redemption,  provided,  however,  that failure to give such notice or any defect
therein  or  in  the  mailing  thereof  shall  not  affect  the  validity of the
proceedings  for  the  redemption  of any shares of Series C Stock.  Such notice
shall  state:  (i) the Redemption Date; (ii) the Redemption Price; and (iii) the
number  of  shares  of  Series  C  Stock  to  be  redeemed.

          (C)     Upon  surrender,  in  accordance  with  said  notice,  of  the
certificates  for  any  shares  so  redeemed  (properly endorsed or assigned for
transfer, if the Company shall so require), such shares shall be redeemed by the
Company  at the Redemption Price.  In case fewer than all the shares represented
by any such certificate are redeemed, a new certificate or certificates shall be
issued  representing  the  unredeemed shares without cost to the holder thereof.

          (D)     All shares of Series C Stock redeemed pursuant to this Section
4  shall be restored to the status of authorized and unissued shares of Series C
Stock, without designation as to series and may thereafter be reissued as shares
of  any  series  of  preferred  stock  other  than  shares  of  Series  C Stock.



                         [Signatures on following page]

<PAGE>

     This  Certificate of Designation has been executed and adopted on behalf of
the  Company  as  of  December  24,  2004.

UTAH  CLAY  TECHNOLOGIES,  INC.



By:    /s/ Dennis Engh
        Dennis  Engh,  President