EXHIBIT 4.5

             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                    SERIES A CONVERTIBLE PREFERRED STOCK OF
                              TRIMFAST GROUP, INC.

TrimFast Group, Inc. (the "Company"), a corporation organized and existing under
the General Corporation Law of the State of Nevada, does hereby certify that,
pursuant to authority conferred upon the Board of Directors of the Company by
the Articles of Incorporation, as amended, of the Company, and pursuant to
Sections 78.195, 78.1955 and 78.196 of the General Corporation Law of the State
of Nevada, the Board of Directors of the Company at a meeting duly held, adopted
resolutions (i) authorizing a series of the Company's previously authorized
preferred stock, par value $100 per share, and (ii) providing for the
designations, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof, of fifteen thousand
(15,000) shares of Series A Preferred Stock of the Company, as follows:

RESOLVED, that the Company is authorized to issue 15,000 shares of Series A
Preferred Stock (the "Preferred Shares"), par value $.01 per share, which shall
have the following powers, designations, preferences and other special rights:

(1) Dividends.

(a) Regular Dividends. Each holder (a "Holder" and, collectively, the "Holders")
of the Preferred Shares shall be entitled to receive on each July 1 and January
1, or if such date is not a Business Day, the immediately subsequent Business
Day, commencing January 1, 2000 (each, a Dividend Payment Date), dividends at a
rate of eight percent (8%) per annum, computed on the basis of $100.00 per
Preferred Share. Such dividends shall be cumulative from (and including) such
Preferred Share's Issuance Date (as defined below) and shall accrue daily,
whether or not earned or declared, thereafter until paid and be calculated on
the basis of a 360 day year. Dividends shall be payable in cash; provided,
however that in lieu of paying such dividends in cash, the Company may, at its
option, pay any or all of such dividends by delivery of a number of shares of
Company common stock equal to the quotient of (x) the dollar amount of the
Regular Dividends to be paid on such Dividend Payment Date, divided by (y) the
Conversion Price determined on the day which is the third (3rd) Business Day
prior to the Dividend Payment Date. In the event the Company pays Regular
Dividends in shares of Company common stock, such common shares shall also have
the registration rights set forth in the Registration Rights Agreement (defined
below) and shall be considered Registrable Securities for purposes of the
Registration Rights Agreement.

(a) Participating Dividends. In the event any dividend or other distribution
payable in cash or other property is declared on the Common Stock (defined
below), each Holder on the record date for such dividend or distribution shall
be entitled to receive per Preferred Share on the date of payment or
distribution of such dividend or other distribution the amount of cash or
property equal to the cash or property which would be received by the Holders of
the number of shares of Common Stock into which such Preferred Share would be
converted pursuant to Section 2 hereof immediately prior to such record date.

(1) Conversion of Preferred Shares. Preferred Shares shall be convertible into
shares of the Company's common stock, par value $.001 per share (the "Common
Stock"), on the terms and conditions set forth in this Section 2.

(a) Certain Defined Terms. For purposes of this Certificate of Designations, the
following terms shall have the following meanings:

(i) "Business Day" means any day in which the Principal Market is open for
business.

(i) "Closing Date" has the same meaning as the term is defined in the Securities
Purchase Agreement, entered into by and between the Company and certain
investors, dated July 16, 1999.

(i) "Conversion Price" means, as of any Conversion Date (as defined below) or
other date of determination, the lower of (A) the Fixed Conversion Price and (B)
the Floating Conversion Price, each in effect as of such date and subject to
adjustment as provided herein.

(i) "Fixed Conversion Price" means $8.5938 subject to adjustment as provided
herein.

(i) "Floating Conversion Price" means, as of any date of determination, the
amount obtained by multiplying (A) the Conversion Percentage in effect as of
such date by (B) the Market Price for the Common Stock, subject to adjustment as
provided herein.

(i) "Conversion Percentage" means eighty percent (80%), subject to adjustment as
provided herein.

(i) "Market Price" means, with respect to any security for any period, that
price which shall be computed as the equally-weighted arithmetic average of the
three (3) lowest Closing Bid Prices (as defined below) for such security during
the period of the thirty (30) consecutive trading days immediately preceding
such date of determination. (All such determinations to be appropriately
adjusted for any stock dividend, stock split or other similar transaction during
such period).

(i) "Closing Bid Price" means, for any security as of any date, the last closing
bid price for such security on the Principal Market (as defined below) as
reported by Bloomberg Financial Markets ("Bloomberg"), or, if the Principal
Market is not the principal securities exchange or trading market for such
security, the last closing bid price of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported by Bloomberg, or if the foregoing do not apply, the last closing bid
price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg, or, if no closing bid price is
reported for such security by Bloomberg, the last closing trade price of such
security as reported by Bloomberg, or, if no last closing trade price is
reported for such security by Bloomberg, the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
security on such date on any of the foregoing bases, the Closing Bid Price of
such security on such date shall be the fair market value as mutually determined
by the Company and the Holders of Preferred Shares. If the Company and the
Holders of Preferred Shares are unable to agree upon the fair market value of
the Common Stock, then such dispute shall be resolved pursuant to Section
2(e)(iii) below with the term "Closing Bid Price" being substituted for the term
"Market Price." (All such determinations to be appropriately adjusted for any
stock dividend, stock split or other similar transaction during such period).

(i) "Closing Sale Price" means, for any security as of any date, the last
closing trade price for such security on the Principal Market (as defined below)
as reported by Bloomberg, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the last closing trade
price of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg, or if the
foregoing do not apply, the last closing trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg, or, if no last closing trade price is reported for such
security by Bloomberg, the last closing ask price of such security as reported
by Bloomberg, or, if no last closing ask price is reported for such security by
Bloomberg, the average of the ask prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Sale Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Sale Price of such security on such date shall
be the fair market value as mutually determined by the Company and the Holders
of Preferred Shares. If the Company and the Holders of Preferred Shares are
unable to agree upon the fair market value of the Common Stock, then such
dispute shall be resolved pursuant to Section 2(e)(iii) below with the term
"Closing Sale Price" being substituted for the term "Market Price." (All such
determinations to be appropriately adjusted for any stock dividend, stock split
or other similar transaction during such period).

(i) "Issuance Date" means, with respect to each Preferred Share, the date of
issuance of the applicable Preferred Share.

(i) "Person" means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.

(i) "Principal Market" means the Nasdaq National Market [or the Nasdaq Small Cap
Market].

(i) "Registration Rights Agreement" means that certain Registration Rights
Agreement entered into by and between the Company and certain investors, dated
as of July 16, 1999.

(i) "Stated Value" means $100.00.

(a) Holder's Conversion Right. Subject to the provisions of Section 2(d) below,
at any time or times on or after the Issuance Date (as defined below), any
Holder of Preferred Shares shall be entitled to convert any whole number of
Preferred Shares into fully paid and nonassessable shares of Common Stock in
accordance with Section 2(e), at the Conversion Rate (as defined below). The
Company shall not issue any fraction of a share of Common Stock upon any
conversion. All shares of Common Stock (including fractions thereof) issuable
upon conversion of more than one Preferred Share by a Holder thereof shall be
aggregated for purposes of determining whether the conversion would result in
the issuance of a fraction of a share of Common Stock. If, after the
aforementioned aggregation, the issuance would result in the issuance of a
fraction of a share of Common Stock, the Company shall round such fraction of a
share of Common Stock up to the nearest whole share.

(a) Conversion Rate. The number of shares of Common Stock issuable upon
conversion of each Preferred Share pursuant to Section 2(b) shall be determined
according to the following formula (the "Conversion Rate"):

Stated Value
Conversion Price

(a) Limitations on Conversion. Without the prior consent of the Company, a
Holder shall not be entitled to convert any Preferred Shares during the period
beginning on and including the Issuance Date and ending on and including the
date that is 120 days after the Issuance Date. Without the prior consent of the
Company, a Holder shall not be entitled to convert an aggregate number of
Preferred Shares during the period beginning on and including the date which is
121 days after the Issuance Date and ending on and including the date which is
150 days after the Issuance Date in excess of thirty-four percent (34%) of the
number of Preferred Shares purchased by such Holder on such Issuance Date.
Without the prior consent of the Company, a Holder shall not be entitled to
convert an aggregate number of Preferred Shares during the period beginning on
and including the date which is 151 days after the Issuance Date and ending on
and including the date which is 180 days after the Issuance Date in excess of
sixty-seven percent (67%) of the number of Preferred Shares purchased by such
Holder on such Issuance Date. Beginning on and including the date which is 181
days after the Issuance Date, a Holder shall be entitled to convert an aggregate
number of Preferred Shares which is one hundred percent (100%) of the number of
Preferred Shares purchased by such Holder on the Issuance Date.

Notwithstanding the foregoing, the conversion restriction set forth in this
Section 2(d) shall not apply (A) at any time on and after the occurrence of a
Material Adverse Change (as defined below) or (B) at any time on and after the
date of the issuance by the Company of any Convertible Securities (as defined in
Section 2(g)(i)(F) other than the Preferred Shares. For purposes of this
Section 2(d), "Material Adverse Change" means any change, event, result or
happening involving, directly or indirectly, the Company or any of its
subsidiaries resulting in a material adverse effect on the business, prospects,
financial condition or results or operations of the Company and its
subsidiaries, taken as a whole, including, without limitation, an event
constituting a Triggering Event or Major Transaction.

(a) Mechanics of Conversion. The conversion of Preferred Shares shall be
conducted in the following manner:

(i) Holder's Delivery Requirements. To convert Preferred Shares into shares of
Common Stock on any date (the "Conversion Date"), the Holder shall (A) transmit
by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m.,
Central Time on such date, a copy of a fully executed notice of conversion in
the form attached hereto as Exhibit I (the "Conversion Notice") to the Company's
designated transfer agent (the "Transfer Agent") with a copy thereof to the
Company and (B) surrender to a common carrier for delivery to the Transfer Agent
as soon as practicable following such date the original certificates
representing the Preferred Shares being converted (or an indemnification
undertaking with respect to such shares in the case of their loss, theft or
destruction) (the "Preferred Stock Certificates").

(i) Company's Response. Upon receipt by the Company of a copy of a Conversion
Notice, the Company shall immediately send, via facsimile, a confirmation of
receipt of such Conversion Notice to such Holder and the Transfer Agent, which
confirmation shall constitute an instruction to the Transfer Agent to process
such Conversion Notice in accordance with the terms herein. Upon receipt by the
Transfer Agent of the Preferred Stock Certificates to be converted pursuant to a
Conversion Notice, the Transfer Agent shall, on the next business day following
the date of receipt (or the second business day following the date of receipt if
received after 11:00 a.m. local time of the Transfer Agent), (A) issue and
surrender to a common carrier for overnight delivery to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder shall
be entitled, or (B) provided the Transfer Agent is participating in The
Depository Trust Company ("DTC") Fast Automated Securities Transfer Program,
upon the request of the Holder, credit such aggregate number of shares of Common
Stock to which the Holder shall be entitled to the Holder's or its designee's
balance account with DTC through its Deposit Withdrawal Agent Commission system.
If the number of Preferred Shares represented by the Preferred Stock
Certificate(s) submitted for conversion is greater than the number of Preferred
Shares being converted, then the Transfer Agent shall, as soon as practicable
and in no event later than three (3) Business Days after receipt of the
Preferred Stock Certificate(s) and at its own expense, issue and deliver to the
Holder a new Preferred Stock Certificate representing the number of Preferred
Shares not converted.

(i) Dispute Resolution. In the case of a dispute as to the determination of the
Market Price or the arithmetic calculation of the Conversion Rate, the Company
shall instruct the Transfer Agent to issue to the Holder the number of shares of
Common Stock that is not disputed and shall submit the disputed determinations
or arithmetic calculations to the Holder via facsimile within one (1) Business
Day of receipt of such Holder's Conversion Notice. If such Holder and the
Company are unable to agree upon the determination of the Market Price or
arithmetic calculation of the Conversion Rate within one (1) Business Day of
such disputed determination or arithmetic calculation being submitted to the
Holder, then the Company shall within one (1) Business Day submit via facsimile
(A) the disputed determination of the Market Price to an independent, reputable
investment bank selected by the affected Holders and approved by the Company or
(B) the disputed arithmetic calculation of the Conversion Rate to the Company's
independent, outside accountant. The Company shall cause the investment bank or
the accountant, as the case may be, to perform the determinations or
calculations and notify the Company and the Holder of the results no later than
forty-eight (48) hours from the time it receives the disputed determinations or
calculations. Such investment bank's or accountant's determination or
calculation, as the case may be, shal l be binding upon all parties absent
manifest error.

(i) Record Holder. The person or persons entitled to receive the shares of
Common Stock issuable upon a conversion of Preferred Shares shall be treated for
all purposes as the record holder or holders of such shares of Common Stock on
the Conversion Date.

(i) Company's Failure to Timely Convert.

(A) Cash Damages. If within five (5) Business Days after the Transfer Agent's
receipt of the Preferred Stock Certificates to be converted and a copy of the
Conversion Notice (the "Share Delivery Period") the Transfer Agent shall fail to
issue a certificate to a Holder or credit such Holder's balance account with The
Depository Trust Company for the number of shares of Common Stock to which such
Holder is entitled upon such Holder's conversion of Preferred Shares or to issue
a new Preferred Stock Certificate representing the number of Preferred Shares to
which such Holder is entitled pursuant to Section 2(e)(ii) (a "Conversion
Failure"), in addition to all other available remedies which such Holder may
pursue hereunder and under the Securities Purchase Agreement between the Company
and the initial Holders of the Preferred Shares (the "Securities Purchase
Agreement") (including indemnification pursuant to the provisions thereof), the
Company shall pay additional damages to such Holder on each date after such
fifth (5th) Business Day such conversion is not timely effected and/or such
Preferred Stock Certificate is not delivered in an amount equal to 1.0% of the
product of (I) the sum of the number of shares of Common Stock not issued to the
Holder on a timely basis pursuant to Section 2(e)(ii) and to which such Holder
is entitled and, in the event the Company has failed to deliver a Preferred
Stock Certificate to the Holder on a timely basis pursuant to Section 2(e)(ii),
the number of shares of Common Stock issuable upon conversion of the Preferred
Shares represented by such Preferred Stock Certificate, as of the last possible
date which the Company could have issued such Preferred Stock Certificate to
such Holder without violating Section 2(e)(ii) and (II) the Closing Sale Price
of the Common Stock on the last possible date which the Company could have
issued such Common Stock or such Preferred Stock Certificate, as the case may
be, to such Holder without violating Section 2(e)(ii). If the Company fails to
pay the additional damages set forth in this Section 2(e)(v) within five (5)
Business Days of the date incurred, then the Holder entitled to such payments
shall have the right at any time, so long as the Company continues to fail to
make such payments, to require the Company, upon written notice, to immediately
issue, in lieu of such cash damages, the number of shares of Common Stock equal
to the quotient of (X) the aggregate amount of the damages payments described
herein divided by (Y) the Conversion Price in effect on such Conversion Date as
specified by the Holder in the Conversion Notice and such shares of Common Stock
shall be considered Registrable Securities pursuant to the Registration Rights
Agreements and shall have the respective registration rights thereunder.

(B) Void Conversion Notice; Adjustment to Conversion Price. If for any reason a
Holder has not received all of the shares of Common Stock prior to the tenth
(10th) Business Day after the expiration of the Share Delivery Period with
respect to a conversion of Preferred Shares, then the Holder, upon written
notice to the Transfer Agent, with a copy to the Company, may void its
Conversion Notice with respect to, and retain or have returned, as the case may
be, any Preferred Shares that have not been converted pursuant to such Holder's
Conversion Notice; provided that the voiding of a Holder's Conversion Notice
shall not effect the Company's obligations to make any payments which have
accrued prior to the date of such notice pursuant to Section 2(e)(v)(A) or
otherwise. Thereafter, the Fixed Conversion Price of any Preferred Shares
returned or retained by the Holder for failure to timely convert shall be
adjusted to the lesser of (I) the Fixed Conversion Price in effect as on the
date on which the Holder voided the Conversion Notice and (II) the lowest
Closing Bid Price during the period beginning on the Conversion Date and ending
on the date such Holder voided the Conversion Notice.

(i) Pro Rata Conversion and Redemption. In the event the Company receives a
Conversion Notice from more than one Holder of Preferred Shares for the same
Conversion Date and the Company can convert some, but not all, of such Preferred
Shares, the Company shall convert from each Holder of Preferred Shares electing
to have Preferred Shares converted at such time a pro rata amount of such
Holder's Preferred Shares submitted for conversion based on the number of
Preferred Shares submitted for conversion on such date by such Holder relative
to the number of Preferred Shares submitted for conversion on such date.

(i) [Reserved.]

(a) Taxes. The Company shall pay any and all taxes that may be payable with
respect to the issuance and delivery of Common Stock upon the conversion of
Preferred Shares.

(a) Adjustments to Conversion Price. The Conversion Price will be subject to
adjustment from time to time as provided in this Section 2(g).

(i) Adjustment of Fixed Conversion Price upon Issuance of Common Stock. If and
whenever on or after the date of issuance of the Preferred Shares, the Company
issues or sells, or in accordance with this Section 2(g) is deemed to have
issued or sold, any shares of Common Stock (including the issuance or sale of
shares of Common Stock owned or held by or for the account of the Company, but
excluding shares of Common Stock deemed to have been issued by the Company in
connection with an Approved Stock Plan (as defined below) or upon conversion of
the Preferred Shares) for a consideration per share less than the lesser of (A)
the Market Price of the Common Stock on the date of such issuance or sale and
(B) the Fixed Conversion Price in effect immediately prior to such time (the
"Applicable Price"), then immediately after such issue or sale, the Fixed
Conversion Price then in effect shall be reduced to an amount equal to the
product of (x) the Fixed Conversion Price in effect immediately prior to such
issue or sale and (y) the quotient of (1) the sum of (I) the product of the
Applicable Price and the number of shares of Common Stock Deemed Outstanding (as
defined below) immediately prior to such issue or sale and (II) the
consideration, if any, received by the Company upon such issue or sale, divided
by (2) the product of (I) the Applicable Price multiplied by (II) the number of
shares of Common Stock Deemed Outstanding immediately after such issue or sale.
For purposes of determining the adjusted Fixed Conversion Price under this
Section 2(g)(i), the following shall be applicable:

(A) Issuance of Options. If the Company in any manner grants or sells any
Options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such Option or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Option is less than
the Applicable Price, then such share of Common Stock shall be deemed to be
outstanding and to have been issued and sold by the Company at the time of the
granting or sale of such Option for such price per share. For purposes of this
Section 2(g)(i)(A), the "lowest price per share for which one share of Common
Stock is issuable upon the exercise of any such Option or upon conversion or
exchange of any Convertible Securities issuable upon exercise of such Option"
shall be equal to the sum of the lowest amounts of consideration (if any)
received or receivable by the Company with respect to any one share of Common
Stock upon granting or sale of the Option, upon exercise of the Option and upon
conversion or exchange of any Convertible Security issuable upon exercise of
such Option. No further adjustment of the Fixed Conversion Price shall be made
upon the actual issuance of such Common Stock or of such Convertible Securities
upon the exercise of such Options or upon the actual issuance of such Common
Stock upon conversion or exchange of such Convertible Securities.
Notwithstanding the foregoing, no adjustment shall be made pursuant to this
Section 2(g)(i)(A) to the extent that such adjustment is based solely on the
fact that the Convertible Securities issuable upon exercise of such Option are
convertible into or exchangeable for Common Stock at a price which varies with
the market price of the Common Stock.

(B) Issuance of Convertible Securities. If the Company in any manner issues or
sells any Convertible Securities and the lowest price per share for which one
share of Common Stock is issuable upon such conversion or exchange thereof is
less than the Applicable Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by the Company at the time of
the issuance of sale of such Convertible Securities for such price per share.
For the purposes of this Section 2(g)(i)(B), the "price per share for which one
share of Common Stock is issuable upon such conversion or exchange" shall be
equal to the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
issuance or sale of the Convertible Security and upon the conversion or exchange
of such Convertible Security. No further adjustment of the Fixed Conversion
Price shall be made upon the actual issuance of such Common Stock upon
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustment of the Fixed Conversion Price had been or are to be made
pursuant to other provisions of this Section 2(g)(i), no further adjustment of
the Fixed Conversion Price shall be made by reason of such issue or sale.
Notwithstanding the foregoing, no adjustment shall be made pursuant to this
Section 2(g)(i)(B) to the extent that such adjustment is based solely on the
fact that such Convertible Securities are convertible into or exchangeable for
Common Stock at a price which varies with the market price of the Common Stock.

(C) Change in Option Price or Rate of Conversion. If the purchase price provided
for in any Options, the additional consideration, if any, payable upon the
issue, conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, the Fixed Conversion Price in effect at the time of
such change shall be adjusted to the Fixed Conversion Price which would have
been in effect at such time had such Options or Convertible Securities provided
for such changed purchase price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or sold. For
purposes of this Section 2(g)(i)(C), if the terms of any Option or Convertible
Security that was outstanding as of the date of issuance of the Preferred Shares
are changed in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as
of the date of such change. No adjustment shall be made if such adjustment would
result in an increase of the Fixed Conversion Price then in effect.

(i) Treatment of Expired Options and Unexercised Convertible Securities. If, in
any case, the total number of shares of Common Stock issuable upon the exercise
of any Option or upon exercise, conversion or exchange of any Convertible
Security is not, in fact, issued and the rights to exercise or terminated, the
Fixed Conversion Price then in effect will be readjusted to the Fixed Conversion
Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately prior to such expiration or termination (other than in respect of
the actual number of shares of Common Stock issued upon exercise or conversion
thereof) never been issued.

(D) Calculation of Consideration Received. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options will be deemed to
have been issued for a consideration of $.01. If any Common Stock, Options or
Convertible Securities are issued or sold or deemed to have been issued or sold
for cash, the consideration received therefor will be deemed to be the net
amount received by the Company therefor. If any Common Stock, Options or
Convertible Securities are issued or sold for a consideration other than cash,
the amount of the consideration other than cash received by the Company will be
the fair value of such consideration, except where such consideration consists
of securities, in which case the amount of consideration received by the Company
will be the fair market value of such securities on the date of receipt. If any
Common Stock, Options or Convertible Securities are issued to the owners of the
non-surviving entity in connection with any merger in which the Company is the
surviving entity, the amount of consideration therefor will be deemed to be the
fair value of such portion of the net assets and business of the non-surviving
entity as is attributable to such Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than
cash or securities will be determined jointly by the Company and the Holders of
a majority of the Preferred Shares then outstanding. If such parties are unable
to reach agreement within 10 days after the occurrence of an event requiring
valuation (the "Valuation Event"), the fair value of such consideration will be
determined within five business days after the tenth (10th) day following the
Valuation Event by an independent, reputable appraiser jointly selected by the
Company and the Holders of a majority of the Preferred Shares then outstanding.
The determination of such appraiser shall be deemed binding upon all parties
absent manifest error and the fees and expenses of such appraiser shall be borne
by the Company.

(E) Record Date. If the Company takes a record of the holders of Common Stock
for the purpose of entitling them (1) to receive a dividend or other
distribution payable in Common Stock, Options or in Convertible Securities or
(2) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

(F) Certain Definitions. For purposes of this Section 2(g)(i), the following
terms have the respective meanings set forth below:

(I) "Approved Stock Plan" shall mean any employee benefit plan which has been
approved by the Board of Directors of the Company, pursuant to which the
Company's securities may be issued to any employee, officer, director,
consultant or other service provider for services provided to the Company.

(II) "Common Stock Deemed Outstanding" means, at any given time, the number of
shares of Common Stock actually outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding pursuant to Sections 2(g)(i)(A)
and 2(g)(i)(B) hereof regardless of whether the Options or Convertible
Securities are actually exercisable at such time, but excluding any shares of
Common Stock owned or held by or for the account of the Company or issuable upon
conversion of the Preferred Shares.

(III) "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

(IV) "Convertible Securities" means any stock or securities (other than Options)
directly or indirectly convertible into or exchangeable for Common Stock.

(ii) Adjustment of Fixed Conversion Price upon Subdivision or Combination of
Common Stock. If the Company at any time subdivides (by any stock split, stock
dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Fixed Conversion
Price in effect immediately prior to such subdivision will be proportionately
reduced. If the Company at any time combines (by combination, reverse stock
split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, the Fixed Conversion Price in effect
immediately prior to such combination will be proportionately increased.

(iii) [Reserved].

(iv) Holder's Right of Alternative Floating Conversion Price Following Issuance
of Convertible Securities. If after the Closing Date the Company in any manner
issues or sells Convertible Securities that are convertible into or exchangeable
for Common Stock at a price which varies with the market price of the Common
Stock (the formulation for such variable price being herein referred to as, the
"Variable Price") and such Variable Price is not calculated using the same
formula used to calculate the Floating Conversion Price in effect immediately
prior to the time of such issue or sale, the Company shall provide written
notice thereof via facsimile and overnight courier to each Holder of the
Preferred Shares ("Variable Notice") on the date of issuance of such Convertible
Securities. From and after the date the Company issues any such Convertible
Securities with a Variable Price, a Holder of Preferred Shares shall have the
right, but not the obligation, in its sole discretion to substitute the Variable
Price for the Floating Conversion Price upon conversion of any Preferred Shares
by designating in the Conversion Notice delivered upon conversion of such
Preferred Shares that solely for purposes of such conversion the Holder is
relying on the Variable Price rather than the Floating Conversion Price then in
effect. A Holder's election to rely on a Variable Price for a particular
conversion of Preferred Shares shall not obligate the Holder to rely on a
Variable Price for any future conversions of Preferred Shares.

(v) Other Events. If any event occurs of the type contemplated by the provisions
of this Section 2(e) but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Company's
Board of Directors will make an appropriate adjustment in the Conversion Price
so as to protect the rights of the Holders of the Preferred Shares; provided
that no such adjustment will increase the Conversion Price as otherwise
determined pursuant to this Section 2(e).

(vi) Notices.

(A) Immediately upon any adjustment of the Conversion Price, the Company will
give written notice thereof to each Holder of Preferred Shares, setting forth in
reasonable detail, and certifying, the calculation of such adjustment.

(B) The Company will give written notice to each Holder of Preferred Shares at
least twenty (20) days prior to the date on which the Company closes its books
or takes a record (I) with respect to any dividend or distribution upon the
Common Stock, (II) with respect to any pro rata subscription offer to holders of
Common Stock or (III) for determining rights to vote with respect to any Organic
Change (as defined below), dissolution or liquidation, provided that such
information shall be made known to the public prior to or in conjunction with
such notice being provided to such Holder.

(C) The Company will also give written notice to each Holder of Preferred Shares
at least twenty (20) days prior to the date on which any Organic Change,
dissolution or liquidation will take place, provided that such information shall
be made known to the public prior to or in conjunction with such notice being
provided to such Holder.

(1) Redemption at Option of Holders.

(a) Redemption Option Upon Major Transaction. In addition to all other rights of
the Holders of Preferred Shares contained herein, upon the consummation of a
Major Transaction (as defined below), each Holder of Preferred Shares shall have
the right, at such Holder's option, to require the Company to redeem all or a
portion of such Holder's Preferred Shares at a price per Preferred Share equal
to the greater of (i) 125% of the Stated Value of such Preferred Share and (ii)
the product of (A) the Conversion Rate in effect at such time as such Holder
delivers a Notice of Redemption at Option of Buyer Upon Major Transaction (as
defined below) and (B) the Closing Sale Price of the Common Stock on the date
immediately preceding such Major Transaction on which the Principal Market, or
the market or exchange where the Common Stock is then traded, is open for
trading ("Major Transaction Redemption Price").

(a) Redemption Option Upon Triggering Event. In addition to all other rights of
the Holders of Preferred Shares contained herein, after a Triggering Event (as
defined below), each Holder of Preferred Shares shall have the right, at such
Holder's option, to require the Company to redeem all or a portion of such
Holder's Preferred Shares at a price per Preferred Share equal to the greater of
(i) 125% of the Stated Value and (ii) the product of (A) the Conversion Rate in
effect at such time as such Holder delivers a Notice of Redemption at Option of
Buyer Upon a Triggering Event (as defined below) and (B) the Closing Sale Price
of the Common Stock on the date immediately preceding such Triggering Event on
which the Principal Market, or the market or exchange where the Common Stock is
then traded, is open for trading ("Triggering Event Redemption Price" and,
collectively with "Major Transaction Redemption Price," the "Redemption Price").

(a) "Major Transaction". A "Major Transaction" shall be deemed to have occurred
at such time as any of the following events:

(i) the consolidation, merger or other business combination of the Company with
or into another Person (other than pursuant to a migratory merger effected
solely for the purpose of changing the jurisdiction of incorporation of the
Company) involving the issuance, exchange or sale of more than 30% of the shares
of Common Stock then outstanding;

(i) the sale or transfer of all or substantially all of the Company's assets; or

(i) a purchase, tender or exchange offer made to the holders of more than 30% of
the outstanding shares of Common Stock.

(a) "Triggering Event". A "Triggering Event" shall be deemed to have occurred at
such time as any of the following events:

(i) the failure of the Registration Statement to be declared effective by the
SEC on or prior to the date that is 120 days after the Issuance Date;

(i) while the Registration Statement is required to be maintained effective
pursuant to the terms of the Registration Rights Agreement, the effectiveness of
the Registration Statement lapses for any reason (including, without limitation,
the issuance of a stop order) or is unavailable to the Holder of the Preferred
Shares for sale of all of the Registrable Securities (as defined in the
Registration Rights Agreement) in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of
five (5) consecutive trading days, provided that the cause of such lapse or
unavailability is not due to factors solely within the control of such Holder of
Preferred Shares;

(i) the suspension from trading or failure of the Common Stock to be listed on
the Nasdaq National Market, The New York Stock Exchange, Inc. or The American
Stock Exchange, Inc. for a period of five (5) consecutive trading days or for
more than an aggregate of ten (10) trading days in any 365-day period (provided
that such failure shall not constitute a Triggering Event if caused by Holders
of Preferred Shares pursuant to Section 4(c) below);

(i) the Company's or the Transfer Agent's notice to any Holder of Preferred
Shares, including by way of public announcement, at any time, of its intention
not to comply with a request for conversion of any Preferred Shares into shares
of Common Stock that is tendered in accordance with the provisions of this
Certificate of Designations, or the failure of the Transfer Agent to comply with
a Conversion Notice tendered in accordance with the provisions of this
Certificate of Designations within ten (10) Business Days after the receipt by
the Transfer Agent of the Conversion Notice;

(i) upon the Company's receipt of a Conversion Notice, the Company shall not be
obligated to issue the Conversion Shares due to the provisions of Section 12; or

(i) the Company breaches any representation, warranty, covenant or other term or
condition of the Securities Purchase Agreement, the Registration Rights
Agreement, this Certificate of Designations or any other agreement, document,
certificate or other instrument delivered in connection with the transactions
contemplated thereby and hereby, except to the extent that such breach would not
have a Material Adverse Effect (as defined in Section 3(a) of the Securities
Purchase Agreement) and except, in the case of a breach of a covenant which is
curable, only if such breach continues for a period of at least ten (10) days.

(a) Mechanics of Redemption at Option of Buyer Upon Major Transaction. No sooner
than 15 days nor later than 10 days prior to the consummation of a Major
Transaction, the Company shall deliver written notice thereof via facsimile and
overnight courier ("Notice of Major Transaction") to each Holder of Preferred
Shares, which notice shall include the date by which a Holder receiving a Notice
of Major Transaction must provide the Company with notice of its intent to
exercise its redemption rights hereunder (which date shall not be sooner than
five business days after the date of the Notice of Major Transaction (the "Major
Transaction Response Date")). The Company shall publicly disclose the material
facts of such Major Transaction prior to or concurrently with providing the
Notice of Major Transaction, such public disclosure to be made not later than 10
days prior to the consummation of such Major Transaction. At any time after
receipt of a Notice of Major Transaction and prior to the Major Transaction
Response Date (or, in the event a Notice of Major Transaction is not delivered
at least 10 days prior to a Major Transaction, at any time prior to the
consummation of a Major Transaction) any Holder of Preferred Shares then
outstanding may require the Company to redeem all of the Holder's Preferred
Shares then outstanding by delivering written notice thereof via facsimile and
overnight courier ("Notice of Redemption at Option of Buyer Upon Major
Transaction") to the Company, which Notice of Redemption at Option of Buyer Upon
Major Transaction shall indicate (i) the number of Preferred Shares that such
Holder is electing to redeem and (ii) the applicable Major Transaction
Redemption Price, as calculated pursuant to Section 3(a).

(a) Mechanics of Redemption at Option of Buyer Upon Triggering Event. Within one
(1) day after the occurrence of a Triggering Event, the Company shall deliver
written notice thereof via facsimile and overnight courier ("Notice of
Triggering Event") to each Holder of Preferred Shares. At any time after the
earlier of a Holder's receipt of a Notice of Triggering Event and such Holder
becoming aware of a Triggering Event, any Holder of Preferred Shares then
outstanding may require the Company to redeem all of the Preferred Shares by
delivering written notice thereof via facsimile and overnight courier ("Notice
of Redemption at Option of Buyer Upon Triggering Event") to the Company, which
Notice of Redemption at Option of Buyer Upon Triggering Event shall indicate (i)
the number of Preferred Shares that such Holder is electing to redeem and (ii)
the applicable Triggering Event Redemption Price, as calculated pursuant to
Section 3(b) above.

(a) Payment of Redemption Price. Upon the Company's receipt of a Notice(s) of
Redemption at Option of Buyer Upon Major Transaction or a Notice(s) of
Redemption at Option of Buyer Upon Triggering Event, as the case may be, from
any Holder of Preferred Shares, the Company shall immediately notify each Holder
of Preferred Shares by facsimile of the Company's receipt of such notices and
each Holder which has sent such a notice shall promptly submit to the Transfer
Agent such Holder's Preferred Stock Certificates which such Holder has elected
to have redeemed. The Company shall deliver the applicable Redemption Price to
such Holder within five (5) Business Days after the Company's receipt of a
Notice of Redemption at Option of Buyer Upon Triggering Event or Notice of
Redemption at Option of Buyer Upon Major Transaction; provided that a Holder's
Preferred Stock Certificates shall have been so delivered to the Transfer Agent.
If the Company is unable to redeem all of the Preferred Shares submitted for
redemption, the Company shall (i) redeem a pro rata amount from each Holder of
Preferred Shares based on the number of Preferred Shares submitted for
redemption by such Holder relative to the total number of Preferred Shares
submitted for redemption by all Holders of Preferred Shares and (ii) in addition
to any remedy such Holder of Preferred Shares may have under this Certificate of
Designations and the Securities Purchase Agreement, pay to each Holder interest
at the rate of 2.0% per month (prorated for partial months) in respect of each
unredeemed Preferred Share until paid in full.

(a) Void Redemption. In the event that the Company does not pay the Redemption
Price within the time period set forth in Section 3(g), at any time thereafter
and until the Company pays such unpaid applicable Redemption Price in full, a
Holder of Preferred Shares shall have the option (the "Void Optional Redemption
Option") to, in lieu of redemption, require the Company to promptly return to
such Holder any or all of the Preferred Shares that were submitted for
redemption by such Holder under this Section 3 and for which the applicable
Redemption Price (together with any interest thereon) has not been paid, by
sending written notice thereof to the Company via facsimile (the "Void Optional
Redemption Notice"). Upon the Company's receipt of such Void Optional Redemption
Notice, (i) the Notice of Redemption at Option of Buyer Upon Triggering Event or
the Notice of Redemption at Option of Buyer Upon Major Transaction, as the case
may be, shall be null and void with respect to those Preferred Shares subject to
the Void Optional Redemption Notice, (ii) the Company shall immediately return
any Preferred Shares subject to the Void Optional Redemption Notice, (iii) the
Fixed Conversion Price of such returned Preferred Shares shall be adjusted to
the lesser of (A) the Fixed Conversion Price as in effect on the date on which
the Void Optional Redemption Notice is delivered to the Company and (B) the
lowest Closing Bid Price during the period beginning on the date on which the
Notice of Redemption at Option of Buyer Upon Major Transaction or the Notice of
Redemption at Option of Buyer Upon Triggering event, as the case may be, is
delivered to the Company and ending on the date on which the Void Optional
Redemption Notice is delivered to the Company, and (iv) the Conversion
Percentage in effect at such time shall be reduced by a number of percentage
points equal to the product of (A) .25 and (B) the number of days in the period
beginning on the date which is five business days after the date on which the
Notice of Redemption at Option of Buyer Upon Major Transaction or the Notice of
Redemption at Option of Buyer Upon Triggering Event, as the case may be, is
delivered to the Company and ending on the date on which the Void Optional
Redemption Notice is delivered to the Company.

(a) Disputes; Miscellaneous. In the event of a dispute as to the determination
of the Closing Bid Price, the Closing Sale Price or the arithmetic calculation
of the Redemption Price, such dispute shall be resolved pursuant to Section
2(e)(iii) above with the term "Closing Bid Price" and/or "Closing Sale Price",
as the case may be, being substituted for the term "Market Price" and the term
"Redemption Price" being substituted for the term "Conversion Rate". A Holder's
delivery of a Void Optional Redemption Notice and exercise of its rights
following such notice shall not effect the Company's obligations to make any
payments which have accrued prior to the date of such notice. Payments provided
for in this Section 3 shall have priority to payments to other stockholders in
connection with a Major Transaction. In the event of a redemption pursuant to
this Section 3 of less than all of the Preferred Shares represented by a
particular Preferred Stock Certificate, the Company shall promptly cause to be
issued and delivered to the Holder of such Preferred Shares a preferred stock
certificate representing the remaining Preferred Shares which have not been
redeemed.

(1) Other Rights of Holders.

(a) Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company's assets to another Person or other
transaction which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as "Organic Change". Prior to the consummation of any (i) sale of all
or substantially all of the Company's assets to an acquiring Person or (ii)
other Organic Change following which the Company is not a surviving entity, the
Company will secure from the Person purchasing such assets or the successor
resulting from such Organic Change (in each case, the "Acquiring Entity") a
written agreement (in form and substance satisfactory to the Holders of a
majority of the Preferred Shares then outstanding) to deliver to each Holder of
Preferred Shares in exchange for such shares, a security of the Acquiring Entity
evidenced by a written instrument substantially similar in form and substance to
the Preferred Shares, including, without limitation, having a stated value and
liquidation preference equal to the Stated Value and the Liquidation Preference
of the Preferred Shares held by such Holder, and satisfactory to the Holders of
a majority of the Preferred Shares then outstanding. Prior to the consummation
of any other Organic Change, the Company shall make appropriate provision (in
form and substance satisfactory to the Holders of a majority of the Preferred
Shares then outstanding) to insure that each of the Holders of the Preferred
Shares will thereafter have the right to acquire and receive in lieu of or in
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon the conversion of such Holder's
Preferred Shares such shares of stock, securities or assets that would have been
issued or payable in such Organic Change with respect to or in exchange for the
number of shares of Common Stock which would have been acquirable and receivable
upon the conversion of such Holder's Preferred Shares as of the date of such
Organic Change (without taking into account any limitations or restrictions on
the convertibility of the Preferred Shares).

(b) Purchase Rights. If at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of
Common Stock (the "Purchase Rights"), then the Holders of Preferred Shares will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which such Holder could have acquired if such Holder
had held the number of shares of Common Stock acquirable upon complete
conversion of the Preferred Shares (without taking into account any limitations
or restrictions on the convertibility of the Preferred Shares) immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record Holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

(c) Forced Delisting. If a redemption voided pursuant to Section 3(h) was caused
by a Triggering Event involving the Company's inability to issue Conversion
Shares because of the Primary Exchange Cap (as defined in Section 12), and if so
directed by the Holders of at least two-thirds (2/3) of the Preferred Shares
then outstanding, including shares of Preferred Shares submitted for redemption
pursuant to Section 3 with respect to which the applicable Redemption Price has
not been paid, in a Void Mandatory Redemption Notice, the Company shall
immediately delist the Common Stock from exchange or automated quotation system
on which the Common Stock is traded and have the Common Stock, at such Holders'
option, traded on the electronic bulletin board or the "pink sheets".

(1) [Reserved.]

(1) Reservation of Shares.

(a) Authorized and Reserved Amount. The Company shall, at all times so long as
any of the Preferred Shares are outstanding, reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of effecting
the conversion of the Preferred Shares, such number of shares (the Reserved
Amount) of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the Preferred Shares then outstanding; provided that the
number of shares of Common Stock so reserved shall at no time be less than two
hundred percent (200%) of the number of shares of Common Stock for which the
Preferred Shares are at any time convertible (including but not limited to any
accrued but unpaid Regular Dividends, assuming any such accrued but unpaid
Regular Dividends are paid on such date by delivery of shares of Common Stock if
the Company elected to pay such Regular Dividends in Common Stock) (the Minimum
Amount). The initial number of shares of Common Stock reserved for conversions
of the Preferred Shares and each increase in the number of shares so reserved
shall be allocated pro rata among the Holders of the Preferred Shares based on
the number of Preferred Shares held by each Holder at the time of issuance of
the Preferred Shares or increase in the number of reserved shares, as the case
may be. In the event a Holder shall sell or otherwise transfer any of such
Holder's Preferred Shares, each transferee shall be allocated a pro rata portion
of the number of reserved shares of Common Stock reserved for such transferor.
Any shares of Common Stock reserved and allocated to any Person which ceases to
hold any Preferred Shares shall be allocated to the remaining Holders of
Preferred Shares, pro rata based on the number of Preferred Shares then held by
such Holders.

(b) Increases to Reserved Amount. Without limiting any other provision of this
Section 6, if the Reserved Amount for any three (3) consecutive trading days
(the last of such three (3) trading days being the Reservation Trigger Date)
shall be less than two hundred percent (200%) of the number of shares of Common
Stock issuable upon conversion of the Preferred Shares on such trading days (a
Share Authorization Failure), the Company shall immediately notify all Holders
of such occurrence and shall take action as soon as possible, but in any event
within thirty (30) days after a Reservation Trigger Date (including, if
necessary, seeking shareholder approval to authorize the issuance of additional
shares of Common Stock) to increase the Reserved Amount to two hundred fifty
percent (250%) of the number of shares of Common Stock then issuable upon
conversion of the Preferred Shares.

(1) Voting Rights. Holders of Preferred Shares shall have no voting rights,
except as required by law, including but not limited to the General Corporation
Law of the State of Nevada, and as expressly provided in this Certificate of
Designations.

(1) Liquidation, Dissolution, Winding-Up. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the Holders
of the Preferred Shares shall be entitled to receive in cash out of the assets
of the Company, whether from capital or from earnings available for distribution
to its stockholders (the "Liquidation Funds"), before any amount shall be paid
to the holders of any of the capital stock of the Company of any class junior in
rank to the Preferred Shares in respect of the preferences as to the
distributions and payments on the liquidation, dissolution and winding up of the
Company, an amount per Preferred Share equal to $100 and any accrued but unpaid
Regular Dividends and Participating Dividends (such sum being referred to as the
"Liquidation Preference"); provided that, if the Liquidation Funds are
insufficient to pay the full amount due to the Holders of Preferred Shares and
holders of shares of other classes or series of preferred stock of the Company
that are of equal rank with the Preferred Shares as to payments of Liquidation
Funds (the "Pari Passu Shares"), then each Holder of Preferred Shares and Pari
Passu Shares shall receive a percentage of the Liquidation Funds equal to the
full amount of Liquidation Funds payable to such Holder as a liquidation
preference, in accordance with their respective Certificate of Designations,
Preferences and Rights, as a percentage of the full amount of Liquidation Funds
payable to all Holders of Preferred Shares and holders of Pari Passu Shares. In
addition to the receipt of the Liquidation Preference, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the Holders of the Preferred Shares shall be entitled to receive Liquidation
Funds distributed to holders of Common Stock, after the Liquidation Preference
has been paid, to the same extent as if such Holders of Preferred Shares had
converted the Preferred Shares into Common Stock (without regard to any
limitations on conversions herein or elsewhere) and had held such shares of
Common Stock on the record date for such distribution of the remaining
Liquidation Funds. The purchase or redemption by the Company of stock of any
class, in any manner permitted by law, shall not, for the purposes hereof, be
regarded as a liquidation, dissolution or winding up of the Company. Neither the
consolidation or merger of the Company with or into any other Person, nor the
sale or transfer by the Company of less than substantially all of its assets,
shall, for the purposes hereof, be deemed to be a liquidation, dissolution or
winding up of the Company. No Holder of Preferred Shares shall be entitled to
receive any amounts with respect thereto upon any liquidation, dissolution or
winding up of the Company other than the amounts provided for herein; provided
that a Holder of Preferred Shares shall be entitled to all amounts previously
accrued with respect to amounts owed hereunder.

(1) Preferred Rank. All shares of Common Stock shall be of junior rank to all
Preferred Shares in respect to the preferences as to distributions and payments
upon the liquidation, dissolution and winding up of the Company. The rights of
the shares of Common Stock shall be subject to the preferences and relative
rights of the Preferred Shares. Without the prior express written consent of the
Holders of not less than two-thirds (2/3) of the then outstanding Preferred
Shares, the Company shall not hereafter authorize or issue additional or other
capital stock that is of senior or equal rank to the Preferred Shares in respect
of the preferences as to distributions and payments upon the liquidation,
dissolution and winding up of the Company. Without the prior express written
consent of the Holders of not less than two-thirds (2/3) of the then outstanding
Preferred Shares, the Company shall not hereafter authorize or make any
amendment to the Company's Articles of Incorporation or bylaws, or file any
resolution of the board of directors of the Company with the Nevada Secretary of
State or enter into any agreement containing any provisions, which would
adversely affect or otherwise impair the rights or relative priority of the
Holders of the Preferred Shares relative to the holders of the Common Stock or
the holders of any other class of capital stock. In the event of the merger or
consolidation of the Company with or into another corporation, the Preferred
Shares shall maintain their relative powers, designations and preferences
provided for herein and no merger shall result inconsistent therewith.

(1) Participation. Subject to the rights of the Holders, if any, of the Pari
Passu Shares, the Holders of the Preferred Shares shall, as Holders of Preferred
Stock, be entitled to such dividends paid and distributions made to the holders
of Common Stock to the same extent as if such Holders of Preferred Shares had
converted the Preferred Shares into Common Stock (without regard to any
limitations on conversion herein or elsewhere) and had held such shares of
Common Stock on the record date for such dividends and distributions. Payments
under the preceding sentence shall be made concurrently with the dividend or
distribution to the holders of Common Stock.

(1) Restriction on Redemption and Cash Dividends. Until all of the Preferred
Shares have been converted or redeemed as provided herein, the Company shall
not, directly or indirectly, redeem, or declare or pay any cash dividend or
distribution on, its Common Stock without the prior express written consent of
the Holders of not less than two-thirds (2/3) of the then outstanding Preferred
Shares.

(1) Limitation on Number of Conversion Shares. The Company shall not be
obligated to issue any shares of Common Stock upon conversion of the Preferred
Shares if the issuance of such shares of Common Stock would exceed that number
of shares of Common Stock which the Company may issue upon Conversion of the
Preferred Shares (the "Exchange Cap") without breaching the Company's
obligations under the rules or regulations of the Principal Market, or the
market or exchange where the Common Stock is then traded, except that such
limitation shall not apply in the event that the Company (a) obtains the
approval of its stockholders as required by the applicable rules of the
Principal Market, or the market or exchange where the Common Stock is then
traded, (or any successor rule or regulation) for issuances of Common Stock in
excess of such amount or (b) obtains a written opinion from outside counsel to
the Company that such approval is not required, which opinion shall be
reasonably satisfactory to the Holders of a majority of the Preferred Shares
then outstanding. Until such approval or written opinion is obtained, no
purchaser of Preferred Shares pursuant to the Securities Purchase Agreement (the
"Purchasers") shall be issued, upon conversion of Preferred Shares, shares of
Common Stock in an amount greater than the product of (i) the Exchange Cap
amount multiplied by (ii) a fraction, the numerator of which is the number of
Preferred Shares issued to such Purchaser pursuant to the Securities Purchase
Agreement and the denominator of which is the aggregate amount of all the
Preferred Shares issued to the Purchasers pursuant to the Securities Purchase
Agreement (the "Cap Allocation Amount"). In the event that any Purchaser shall
sell or otherwise transfer any of such Purchaser's Preferred Shares, the
transferee shall be allocated a pro rata portion of such Purchaser's Cap
Allocation Amount. In the event that any Holder of Preferred Shares shall
convert all of such Holder's Preferred Shares into a number of shares of Common
Stock which, in the aggregate, is less than such Holder's Cap Allocation Amount,
then the difference between such Holder's Cap Allocation Amount and the number
of shares of Common Stock actually issued to such Holder shall be allocated to
the respective Cap Allocation Amounts of the remaining Holders of Preferred
Shares on a pro rata basis in proportion to the number of Preferred Shares then
held by each such Holder.

(1) Vote to Change the Terms of Preferred Shares. The affirmative vote at a
meeting duly called for such purpose or the written consent without a meeting,
of the Holders of not less than two-thirds (2/3) of the then outstanding
Preferred Shares, shall be required for any change to this Certificate of
Designations or the Company's Articles of Incorporation which would amend,
alter, change or repeal any of the powers, designations, preferences and rights
of the Preferred Shares.

(1) Lost or Stolen Certificates. Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Preferred Stock Certificates representing the Preferred
Shares, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of
mutilation, upon surrender and cancellation of the Preferred Stock
Certificate(s), the Company shall execute and deliver new preferred stock
certificate(s) of like tenor and date; provided, however, the Company shall not
be obligated to re-issue preferred stock certificates if the Holder
contemporaneously requests the Company to convert such Preferred Shares into
Common Stock.

(1) Remedies, Characterizations, Other Obligations, Breaches and Injunctive
Relief. The remedies provided in this Certificate of Designations shall be
cumulative and in addition to all other remedies available under this
Certificate of Designations, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit a Holder's right to pursue actual damages for any
failure by the Company to comply with the terms of this Certificate of
Designations. The Company covenants to each Holder of Preferred Shares that
there shall be no characterization concerning this instrument other than as
expressly provided herein. Amounts set forth or provided for herein with respect
to payments, conversion and the like (and the computation thereof) shall be the
amounts to be received by the Holder thereof and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holders of the
Preferred Shares and that the remedy at law for any such breach may be
inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the Holders of the Preferred Shares shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any bond or
other security being required.

(1) Specific Shall Not Limit General; Construction. No specific provision
contained in this Certificate of Designations shall limit or modify any more
general provision contained herein. This Certificate of Designations shall be
deemed to be jointly drafted by the Company and all Buyers and shall not be
construed against any person as the drafter hereof.

(1) Failure or Indulgence Not Waiver. No failure or delay on the part of a
Holder of Preferred Shares in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.

[Signature Page Follows]
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to
be signed by Michael Muzio, its President, and Gregg Vosler, its Secretary, as
of the 16th day of July, 1999.

TRIMFAST GROUP, INC.


By:  /s/ Michael Muzio
Name: Michael Muzio
Title:  President


By:  /s/ Greg Vosler
Name: Greg Vosler
Title:  Secretary


State of ______________ )
                        ) ss
County of ____________  )

I, ___________________________________, a Notary Public, do hereby affirm that
the signatures of ____________________, and ___________________ are true and
correct. I hereto affix my notary seal this _____ day of ____________, 199__.


___________________________________
[Name]


My Commission Expires:

___________________________________
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EXHIBIT I

CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of
TrimFast Group, Inc. (the "Certificate of Designations"). In accordance with and
pursuant to the Certificate of Designations, the undersigned hereby elects to
convert the number of shares of Series [A] Preferred Stock, par value $100 per
share (the "Preferred Shares"), of TrimFast Group, Inc., a Nevada corporation
(the "Company"), indicated below into shares of Common Stock, par value $____
per share (the "Common Stock"), of the Company, by tendering the stock
certificate(s) representing the share(s) of Preferred Shares specified below as
of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Stock certificate no(s). of Preferred Shares to be converted:

Please confirm the following information:

Conversion Price:

Number of shares of Common Stock to be issued:

Is the alternative Floating Conversion Price being relied on pursuant to Section
2(g)(iv) of the Certificate of Designations? (check one) YES ____ No ____

Please issue the Common Stock into which the Preferred Shares are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

Issue to:



Facsimile Number:

Authorization:
By:
Title:

Dated:

Account Number:
(if electronic book entry transfer):

Transaction Code Number
(if electronic book entry transfer):