State of Delaware
                        Office of the Secretary of State                 PAGE 1
                        --------------------------------

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "THE BLUEBOOK INTERNATIONAL HOLDING COMPANY", FILED IN THIS
OFFICE ON THE FOURTEENTH DAY OF NOVEMBER, A.D. 2001, AT 6:30 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.





                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State

2835321  8100                                            AUTHENTICATION: 1449984

010577991                                                         DATE: 11-16-01


<PAGE>
                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 06:30 PM 11/14/2001
                                                          010577991  - 2835321


                           CERTIFICATE OF DESIGNATION
                     (Series B Convertible Preferred Stock)

Mark Josipovich certifies that he is the President and Secretary of The Bluebook
International  Holding  Company, a Delaware corporation (hereinafter referred to
as  the  "Company")  and  that,  pursuant  to  the  Company's  Certificate  of
Incorporation,  as  amended, and Section 151 of the General Business Corporation
Law,  me  Board of Directors of the Company adopted the following resolutions on
November  9, 2001; and that none of the shares of Series B Convertible Preferred
Stock  referred  to  in  this  Certificate  of  Designation  have  been  issued.

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

CREATION OF SERIES B CONVERTIBLE PREFERRED STOCK

1.     There is hereby created a series of preferred stock consisting of 2,050
shares  and  designated  as the Series B Convertible Preferred Stock ("Preferred
Stock"),  having  the  voting  powers,  preferences,  relative,  participating,
limitations,  qualifications,  optional  and  other  special  rights  and  the
qualifications,  limitations  and restrictions thereof that are set forth below.

REPURCHASE PROVISIONS

2.     The  Company  shall  have  the  absolute  right  to repurchase all of the
Preferred  Stock  then  outstanding  at any time by delivering notice in writing
thereof  to the holder of the Preferred Stock and concurrently delivering to the
holder  a  certified  check  or  bank draft in following amounts, as applicable:

     (a)  prior  to  April  1, 2002, 120% of the purchase price of the Preferred
          Stock;  or

     (b)  on or after April 1, 2002, 130% of the purchase price of the Preferred
          Stock.

CONVERSION PROVISIONS

3.     The holders of Preferred Stock shall have conversion rights as follows
(the "Conversion Rights"):

Conversion

     (a)  Right  to  Convert.  Subject  to  paragraph (k) hereof, from and after
          ------------------
          November  14,  2001,  all Preferred Stock held by that holder shall be
          convertible  at the option of the holder into such number of shares of
          common  stock  of the Company ("Common Stock") as is calculated by the
          Conversion Rate (as hereinafter defined). The Conversion Rate, subject
          to  the  exception  defined  in  paragraph  3(b) hereof, shall be that
          number of shares of Common Stock equal to $1,000 divided by the lesser
          of:  (i)  seventy  five per cent (75%) of the average Market Price (as
          hereinafter  defined)  of  the  shares  of  Common  Stock for the five
          trading  days immediately prior to the Conversion Date (as hereinafter
          defined);  or (ii) $5.00 (the "Maximum Conversion Rate"). In the event
          that  the  Company causes a forward or reverse stock split at any time
          after  October  1, 2001, the Maximum Conversion Rate shall be adjusted
          on  the  date  such  stock


<PAGE>
          split becomes effective by dividing the Maximum Conversion Rate by the
          ratio  of  the  increase  or  decrease  in  the  number  of issued and
          outstanding  shares of Common Stock made by the Company as a result of
          the  forward  or reverse stock split, as the case may be. For example,
          if the Company causes a forward 2/1 stock split such that each one (1)
          share  of  Common  Stock  is  converted  into two (2) shares of Common
          Stock,  then  the  Maximum  Conversion  Rate would be divided by 2 and
          adjusted  to $2.50. On the other hand, if the Company causes a reverse
          1/2  stock  split  such  that  each  two (2) shares of Common Stock is
          converted  into  one  (1)  share  of  Common  Stock,  then the Maximum
          Conversion  Rate  would be divided by 0.50 and adjusted to $l0.00. The
          then  existing Maximum Conversion Rate would be thereafter adjusted in
          me  same  manner  in  the  event  of  any  subsequent  stock  split.

     (b)  Market  Price. Market Price for a particular date shall be the closing
          -------------
          bid  price  of the shares of Common Stock on such date, as reported by
          the  National  Association  of  Securities Dealers Automated Quotation
          System  ("NASDAQ"),  or  the closing bid price in the over-the-counter
          market  if  other  than  NASDAQ.

     (c)  No  Fractional  Shares.  No fractional shares of Common Stock shall be
          ----------------------
          issued upon conversion of the Preferred Stock, and in lieu thereof the
          number  of  shares  of  Common  Stock  to  be issued for each share of
          Preferred  Stock  converted shall be rounded down to the nearest whole
          number  of  shares  of  Common  Stock.  Such number of whole shares of
          Common  Stock  to  be  issued  upon  the  conversion  of  one share of
          Preferred  Stock  shall  be  multiplied  by  the  number  of shares of
          Preferred  Stock  submitted  for  conversion  pursuant to me Notice of
          Conversion  (defined below) to determine the total number of shares of
          Common  Stock  to  be  issued  in  connection  with any one particular
          conversions.

     (d)  Method  of Conversion. In order to convert Preferred Stock into shares
          ---------------------
          of  Common  Stock,  a  holder  of  Preferred  Stock  shall


          (A)  complete,  execute  and  deliver to the Company and the Company's
               Transfer  Agent,  GLOBAL SECURITIES TRANSFER, INC, (the "Transfer
               Agent")  the  conversion certificate attached hereto as Exhibit A
               (the  "Notice  of  Conversion"),  and

          (B)  surrender  the  certificate  or  certificates  representing  the
               Preferred  Stock being converted (the "Converted Certificate") to
               the  Transfer  Agent.

          The  Notice  of  Conversion  shall  be effective and in full force and
          effect  for  a  particular  date  if  delivered to the Company and the
          Transfer Agent on that particular date prior to 5:00 pm, pacific time,
          by  facsimile transmission or otherwise, provided that particular date
          is a business day, and provided that the original Notice of Conversion
          and  the  Converted  Certificate  are delivered to and received by the
          Transfer Agent within three (3) business days thereafter at the Cherry
          Creek  Office,  191  University Boulevard, Suite 401, Denver, Colorado
          80206,  Telephone  303-355-4646,  and  that  particular  date shall be
          referred  to  herein  as  the "Conversion Date". The person or persons
          entitled  to  receive  the  shares  of  Common Stock to be issued upon
          conversion  shall  be treated for all purposes as the record holder or
          holders  of  such  shares  of  Common  Stock


                                        2
<PAGE>
          as  of  the  Conversion Date. If the original Notice of Conversion and
          the  Converted  Certificate  are  not delivered to and received by the
          Transfer Agent within three (3) business days following the Conversion
          Date,  the  Notice  of  Conversion shall become null and void as if it
          were  never  given and the Company shall, within two (2) business days
          thereafter,  instruct  the  Transfer  Agent to return to the holder by
          overnight  courier  any  Converted  Certificate  that  may  have  been
          submitted  in  connection  with any such conversion. In the event that
          any  Converted  Certificate submitted represents a number of shares of
          Preferred Stock that is greater than the number of such shares that is
          being  converted  pursuant  to  the  Notice of Conversion delivered in
          connection  therewith,  the Transfer Agent shall advise the Company to
          deliver  a  certificate representing the remaining number of shares of
          Preferred  Stock  not  converted.

     (e)  Absolute Obligation to Issue Common Stock. Upon receipt of a Notice of
          -----------------------------------------
          Conversion,  the  Company  shall  absolutely  and  unconditionally  be
          obligated  to  cause  a  certificate  or certificates representing the
          number  of  shares  of  Common  Stock  to which a converting holder of
          Preferred  Stock  shall  be  entitled as provided herein, which shares
          shall  constitute fully paid and non-assessable shares of Common Stock
          and  shall  be  issued  to,  delivered  by  overnight  courier to, and
          received  by such holder by the sixth (6th) business day following the
          Conversion  Date.  Such delivery shall be made at such address as such
          holder  may  designate  therefor in its Notice of Conversion or in its
          written  instructions  submitted  together  therewith,

     (f)  Minimum  Conversion.  No less than 10 shares of Preferred Stock may be
          -------------------
          converted  at  any  one time by a particular holder, unless the holder
          then holds less than 10 shares and converts all such shares held by it
          at  that  time.

Adjustments to Conversion Rate

     (g)  Reclassification, Exchange and Substitution. If the Common Stock to be
          -------------------------------------------
          issued  on conversion of the Preferred Stock shall be changed into the
          same  or a different number of shares of any other class or classes of
          stock,  whether  by  capital reorganization, reclassification, reverse
          stock  split  or  forward  stock  split or stock dividend or otherwise
          (other  than  a  subdivision  or  combination  of  shares provided for
          above),  the holders of the Preferred Stock shall, upon its conversion
          be  entitled to receive, in lieu of the Common Stock which the holders
          would have become entitled to receive but for such change, a number of
          shares  of  such  other class or classes of stock that would have been
          subject  to  receipt by the holders if they had exercised their rights
          of  conversion of the Preferred Stock immediately before that changes.

     (h)  Reorganizations,  Mergers, Consolidations or Sale of Assets. If at any
          -----------------------------------------------------------
          time  there  shall be a capital reorganization of the Company's common
          stock  (other  than  a  subdivision,  combination, reclassification or
          exchange of shares provided for elsewhere in this Section 3) or merger
          of  the Company into another corporation, or the sale of the Company's
          properties  and  assets  as,  or  substantially as, an entirety to any
          other  person, then, as a part of such reorganization, merger or sale,
          lawful  provision  shall  be made so that the holders of the Preferred
          Stock  receive  the  number  of shares of stock or other securities or
          property  of  the  Company,  or  of  the  successor


                                        3
<PAGE>
          corporation resulting from such merger, to which holders of the Common
          Stock  deliverable  upon  conversion of the Preferred Stock would have
          been  entitled  on  such capital reorganization, merger or sale if the
          Preferred  Stock  had  been  converted immediately before that capital
          reorganization,  merger or sale to the end that the provisions of this
          paragraph  (including adjustment of the Conversion Rate then in effect
          and  the number of shares purchasable upon conversion of the Preferred
          Stock)  shall be applicable after that event as nearly equivalently as
          may  be  practicable.

     (i)  No  Impairment.  The Company will not, by amendment of its Articles of
          ---------------
          Incorporation  or  through  any  reorganization,  recapitalization,
          transfer  of  assets,  merger,  dissolution,  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 3 and in the taking of all such action as
          may  be  necessary  or  appropriate in order to protect the Conversion
          Rights  of  the  holders  of  the  Preferred Stock against impairment.

     (j)  Certificate as to Adjustments.  Upon the occurrence of each adjustment
          -----------------------------
          or  readjustment  of  the  Conversion Rate for any shares of Preferred
          Stock  pursuant  to  paragraphs 3(i) or (j) hereof, the Company at its
          expense  shall  promptly  compute  such  adjustment or readjustment in
          accordance  with  the  terms  hereof  and  prepare and furnish to each
          holder of Preferred Stock effected thereby a certificate setting forth
          such  adjustment  or readjustment and showing in detail the facts upon
          which  such  adjustment  or  readjustment is based. The Company shall,
          upon the written request at any time of any holder of Preferred Stock,
          furnish  or  cause  to  be furnished to such holder a like certificate
          setting  forth:  (i)  such  adjustments  and  readjustments;  (ii) the
          Conversion  Rate at the time in effect; and (iii) the number of shares
          of Common Stock and the amount, if any, of other property which at the
          time  would be received upon the conversion of such holder's shares of
          Preferred  Stock.

     (k)  Limitation  on  Conversion.  Notwithstanding  anything to the contrary
          -------------------------
          set  forth  herein  the Preferred Stock held by a particular Purchaser
          shall convert if, upon giving effect to such conversion, the aggregate
          number  of shares of Common Stock beneficially owned by that Purchaser
          and its affiliates exceed 4.9% of the outstanding shares of the Common
          Stock  following  such  conversion.

LIQUIDATION PROVISIONS

4.     In  the  event  of  any  liquidation,  dissolution  or  winding up of the
Company,  whether  voluntary or involuntary, holders of Preferred Stock shall be
entitled to receive an amount equal to $1,000.00 per share, plus any accrued and
unpaid  dividends.  After the full preferential liquidation amount has been paid
to,  or determined and set apart for the Preferred Stock and all other series of
preferred stock hereafter authorized and issued, if any, the remaining assets of
the  Company  available  for  distribution  to shareholders shall be distributed
ratably  to  the  holders  of  the  Common Stock. In the event the assets of the
Company  available  for distribution to its shareholders are insufficient to pay
the  full  preferential  liquidation amount per share required to be paid to the
holders of Company's Preferred Stock, the entire amount of assets of the Company
available  for distribution to shareholders shall be paid up to their respective
full  liquidation  amounts  first  to  the


                                        4
<PAGE>
holders  of  Preferred  Stock,  then  to  any  other  series  of preferred stock
hereafter  authorized  and  issued,  all  of  which amounts shall be distributed
ratably  among  holders  of  each such series of preferred stock, and the Common
Stock  shall  receive  nothing.  A  reorganization or any other consolidation or
merger  of  the Company with or into any other corporation, or any other sale of
all or substantially all of the assets of the Company, shall not be deemed to be
a  liquidation,  dissolution or winding up of the Company  within the meaning of
this  Section  4,  and  the  Preferred  Stock shall be entitled only to: (i) the
rights  provided  in any agreement or plan governing the reorganization or other
consolidation,  merger  or sale of assets transaction; (ii) the rights contained
in the Delaware General Business Corporation Law; and (iii) the rights contained
in  other  Sections  hereof.

DIVIDEND PROVISIONS

5.     The holders of shares of Preferred Stock shall not be entitled to receive
any dividends.

RESERVATION OF STOCK TO BE ISSUED UPON CONVERSION

6.     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 Preferred Stock such number of its
shares  of  Common  Stock as shall from time to time be sufficient, based on the
Conversion Rate then in effect, to effect the conversion of all then outstanding
shares  of  the  Preferred  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 Preferred Stock, then, in addition to all
rights,  claims and damages to which the holders of the Preferred Stock shall be
entitled  to  receive  at  law  or  in equity as a result of such failure by the
Company  to  fulfill  its obligations to the holders hereunder, the Company will
take  any  and  all  corporate  or  other  action  as may, in the opinion of its
counsel,  be  helpful,  appropriate  or necessary to increase its authorized but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for  such  purpose.

NOTICES

7.     In  the  event  of  the  establishment  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 distribution, the Company shall mail to
each  holder  of  Preferred  Stock  at  least twenty (20) days prior to the date
specified therein a notice specifying the date on which any such record is to be
taken  for the purpose of such distribution and the amount and character of such
distribution.

8.     Any  notices required by the provisions hereof to be given to the holders
of  shares  of  Preferred Stock shall be deemed given if deposited in the United
States mail, postage prepaid and return receipt requested, and addressed to each
holder of record at its address appearing on the books of the Company or to such
other address  of  such  holder or its representative as such holder may direct.

VOTING PROVISIONS

9.     Except  as otherwise expressly provided or required by law, the Preferred
Stock shall have no voting rights.

                  [Remainder of  page intentionally left blank]


                                        5
<PAGE>
IN  WITNESS  WHEREOF,  the Company has caused this Certificate of Designation of
Series  B  Convertible  Preferred Stock to be duly executed by its President and
attested  to  by  its Secretary this 14th day of November, 2001, who, by signing
their  names hereto, acknowledge that this Certificate of Designation is the act
of the Company and state to the best of their knowledge, information and belief,
tinder  the  penalties  of perjury, that the above matters and facts are true in
all  material  respects.

                                     THE  BLUEBOOK INTERNATIONAL
                                     HOLDING COMPANY


                                     /s/ Mark A. Josipovich
                                     ------------------------------------
                                     Mark A. Josipovich, President

                                     /s/ Mark A. Josipovich
                                     ------------------------------------
                                     Mark A. Josipovich, Secretary


                                        6
<PAGE>
                                    EXHIBIT A

                             CONVERSION CERTIFICATE
                   THE BLUEBOOK INTERNATIONAL HOLDING COMPANY
                      Series B Convertible Preferred Stock

The  undersigned  holder  (the  "Holder")  is  surrendering  to  THE  BLUEBOOK
INTERNATIONAL  HOLDING  COMPANY,  a Delaware corporation (the "Company"), one or
more certificates representing shares of Series B Convertible Preferred Stock of
the  Company (the "Preferred Stock") in connection with the conversion of all or
a  portion of the Preferred Stock into shares of Common Stock, $0.0001 par value
per  share,  of  the  Company  (the  "Common  Stock")  as  set  forth  below.

1.     The Holder understands that the Preferred Stock was issued by the Company
pursuant  to  the  exemption for registration under the United States Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  provided by Regulation D
promulgated  thereunder.

2.     The  Holder  represents  and  warrants  that  all offers and sales of the
Common  Stock  issued  to the Holder upon such conversion of the Preferred Stock
shall  be  made  (a)  pursuant  to an effective registration statement under the
Securities  Act, (in which case the Holder represents that a prospectus has been
delivered)  (b)  in  compliance  with  Rule  144,  or (c) pursuant to some other
exemption  from  registration.

          Number of Shares of Preferred Stock being Converted: _________

          Applicable Conversion Rate: __________________________________

          Number of Shares of Common Stock To be issued: _______________

          Conversion Date: _____________________________________________

          Delivery  instructions  for  certificates  of Common Stock and for new
          certificates  representing  any  remaining  shares of Preferred Stock:

          ______________________________________________________________

          ______________________________________________________________

          ______________________________________________________________

          ______________________________________________________________


                               _____________________________________
                               Name of Holder - Printed


                               _____________________________________
                               Signature of Holder


<PAGE>