A0586414
                                     2366855

                                                          FILED
                                         IN THE OFFICE OF THE SECRETARY OF STATE
                                               OF THE STATE OF CALIFORNIA

                                                       SEP 11 2002
                                                     /s/ Bill Jones
                                             BILL JONES, Secretary of State


                         CERTIFICATION OF DETERMINATION
           OF THE DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS OF
                          SERIES A PREFERRED STOCK OF
                           INTELLIGENT SPORTS, INC.,
                            A CALIFORNIA CORPORATION

     I, Thomas  Hobson,  being the  President  of  INTELLIGENT  SPORTS,  INC., a
California corporation, (the "Corporation"), and I, Andre Bossieux, Secretary of
Intelligent  Sports,  Inc.,  hereby certify that the Articles of Incoporation of
the Corporation authorizes the issuance of 20,000,000 shares of Preferred Stock,
no par values per share,  and  expressly  vests in the Board of Directors of the
Corporation  the  authority to designate  and to fix the number of shares of any
such series of Preferred  Stock and to determine and alter rights,  preferences,
privileges and restriction granted to or imposed upon any wholly unissued series
of Preferred Stock.

     I, Thomas Hobson,  and I, Andre Bossieux,  further certify that pursuant to
the authority given by the Corporation's Articles of Incorporation,  as amended,
the  Board of  Directors  of the  Corporation  has duly  adopted  the  following
recitals and resolutions:

     "RESOLVED,  that  pursuant  to the  authority  conferred  upon the Board of
Directors by the Articles of Incorporation, the Series A Preferred Stock, no par
value  ("Series A Preferred  Stock"),  is hereby  authorized  and created as set
forth in  Attachment  "A"  hereto."  Attachment  "A" hereto is  incorporated  by
reference as if fully set forth herein

         I,  Thomas  Hobson  and I, Andre  Bossieux,  further  certify  that the
authorized number of shares of Preferred Stock is 20,000,000 shares of preferred
stock,  none of which has been issued,  and the  authorized  number of shares of
Series A Preferred Stock is 4,000,000 shares of the Series A Preferred Stock, no
par value,  and with a stated value of $.001 per share. The shares of the Series
A  Preferred  Stock  have not been  issued  at this time and shall not be issued
until this  Certificate  of  Determination  has been filed with the Secretary of
State of California.

I, Thomas Hobson,  President of Intelligent Sports,  Inc.,  declare,  verify and
swear under penalty of perjury that the statements contained in this certificate
are true of my own knowledge.

                        [[SIGNATURES ON FOLLOWING PAGE]]


<PAGE>

Executed on:
(date)September 3, 2002
      -------------
Executed at:
(city)Upland, California

                        (signed) /s/ Thomas Hobson
                                 --------------------------------
                                 Thomas Hobson

Executed on:
(date) September 3, 2002
      ------------
Executed at:
(city) Upland, California

I, Andre Bossieux,  Secretary of Intelligent Sports,  Inc., declare,  verify and
swear under penalty of perjury that the statements contained in this certificate
are true of my own knowledge.

                        (signed) /s/ Andre Bossieux
                                 --------------------------------
                                 Andre Bossieux

<PAGE>

A.  Preferred  Stock  or at  such  other  place  as  may  be  designated  by the
Corporation,  the  certificate or  certificates  for the shares to be converted,
duly endorsed for transfer to the Corporation  (if required by it),  accompanied
by written  notice  stating that the holder  irrevocably  elects to convert such
shares.  Covnersion  shall be deemed to have been effected on the date when such
delivery is made, and such date is referred to herein as the "Conversion  Date."
Within five (5) business days after the date on which such delivery is made, the
Corporation shall issue and send (with receipt to be acknowledged) to the holder
thereof or the holder's  designee,  at the address  designated by such holder, a
certificate  or  certification  for the number of full shares of Common Stock to
which the holder is entitled as a result of such conversion. The holder shall be
deemed to have become a stockholder  of record of the number of shares of Common
Stock into which the shares of Series A Preferred  Stock have been  converted on
the applicable  Conversion Date unless the transfer books of the Corporation are
closed  on that  date,  in  which  event he shall  be  deemed  to have  become a
stockholder  of record of such shares on the next  succeeding  date on which the
transfer  boods are open.  Upon  conversion  of only a portion  of the number of
shares of Series A Preferred Stock  represented by a certificate or certificates
surrendered for conversion, the Corporation shall within three (3) business days
after the date on which such  delivery is made,  issue and send (with receipt to
be acknowledged) to the holder thereof or the holder's designee,  at the address
designated  by such holder a new  certificate  covering  the number of shares of
Series A Preferred Stock representing the unconverted portion of the certificate
or certificates so surrendered.

         (c) The  Corporation  shall  at all  times  reserve  for  issuance  and
maintain available,  out of its authorized but unissued Common Stock, solely for
the purpose of effecting  the  conversion of the Series A Preferred  Stock,  the
full number of shares of Common Stock  deliverable  upon the  conversion  of all
Series A Preferred Stock from time to time  outstanding.  The Corporation  shall
from time to time  (subject to  obtaining  necessary  director  and  stockholder
action),  in accordance  with the laws of the State of Californis,  increase the
authorized  number of shares of its Common  Stock if at any time the  authorized
number of shares of its Common Stock remaining  unissued shall not be sufficient
to permit the  conversion  of all the shares of Series A Preferred  Stock at the
time outstanding.

         (d) If any shares of Common  Stock to be  reserved  for the  purpose of
conversion of shares of Series A Preferred Stock require registration or listing
with,  or  approval  of, any  governmental  authority,  stock  exchange or other
regulatory  body under any  federal  or state law or  regulation  or  otherwise,
including  registration  under  the  Securities  Act of 1933,  as  amended,  and
appropriate  state securities laws,  before such shares may be validly issued or
delivered  upon   conversion,   the  Corporation  will  in  good  faith  and  as
expeditiously as possible meet such  registration,  listing or approval,  as the
case may be.

         (e) All shares of Common Stock which may be issued upon  conversion  of
the shares of Series A Preferred  Stock will upon issuance by the Corporation be
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof.

<PAGE>

         (g) In case any shares of Series A Preferred  Stock shall be  purchased
or otherwise acquired by the Corporation, the shares so converted,  purchased or
acquired  shall be restored to the status of authorized  but unissued  shares of
preferred stock,  without  designation as to class or series, and may thereafter
be reissued, but not as shares of Series A Preferred Stock.

         (h) The  Conversion  Ratio  shall be  adjusted  for forward and reverse
stock splits.

3. Voting of Series A Preferred Stock

         Each  share of Series A  Preferred  Stock  shall have five votes and be
entitled to vote any matters.

4. Liquidation Rights

         (a)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the Corporation,  the holders of shares of Series A
Preferred Stock then  outstanding  shall be entitled to receive out of assets of
the  Corporation   available  for  distribution  to  stockholders,   before  any
distribution of assets is made to holders of any other class of capital stock of
the Corporation, an amount equal to $.001 per share (the "Liquidation Amount").

         (b)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the Corporation  which involves the distribution of
assets  other  than  cash,  the  Board of  Directors  of the  Corporation  shall
determine the value of the asset to be  distributed  to the holders of shares of
the Series A Preferred  Stock,  other preferred stock, and the holders of shares
of Common Stock. The Corporation shall give prompt written notice to each holder
of shares of Series A Preferred STock of the value so determined.

5. No Redemption at the Discretion of the Corporation

         The Corporation  shall have no redemption rights with respect to shares
of the Series A Preferred Stock.

                        [[SIGNATURES ON FOLLOWING PAGE]]


<PAGE>

Executed on:
(date)September 3, 2002
      -------------
Executed at:
(city)Upland, California

I, Thomas Hobson, President of Intelligent Sports, Inc., declare, verify and
swear under penalty of perjury that the statements contained in this certificate
are true of my own knowledge.

                        (signed) /s/ Thomas Hobson
                                 --------------------------------
                                 Thomas Hobson

Executed on:
(date) September 3, 2002
      ------------
Executed at:
(city) Upland, California

I, Andre Bossieux, Secretary of Intelligent Sports, Inc., declare, verify and
swear under penalty of perjury that the statements contained in this certificate
are true of my own knowledge.

                        (signed) /s/ Andre Bossieux
                                 --------------------------------
                                 Andre Bossieux


                                                                 [SEAL OF THE
                                                                 OFFICE OF THE
                                                             SECRETARY OF STATE]

<PAGE>

                              State of California
                               [graphic ommitted]

                                                                 [SEAL OF THE
                                                                 OFFICE OF THE
                                                             SECRETARY OF STATE]
                               SECRETARY OF STATE

I, Bill Jones, Secretary of State of the State of California, hereby certify:

     That the  attached  transcript  of 6 page(s)  was  prepared  by and in this
office from the record on file,  of which it purports to be a copy,  and that it
is full, true and correct.

                                           IN WITNESS WHEREOF, I execute this
                                         certificate and affix the Great Seal of
[SEAL]                                    the State of California this day of
                                                     OCT 02 2002
                                         ---------------------------------------

                                                  /s/ Bill Jones
                                         Secretary of State