[GRAPHIC OMITTED]
DEAN HELLER
SECRETARY OF STATE                                    Entity#
204 NORTH CARSON STREET, SUITE 1                      C28839-2004
CARSON CITY, NEVADA 89701-4299                        Document Number
(775) 684 5708                                        20050109280-07
WEBSITE: SECRETARYOFSTATE.BIZ                         Date Filed:
                                                      4/7/2005 10:58:30 AM
                                                      IN THE OFFICE OF
----------------------------------------              /s/Dean Heller
    CERTIFICATE OF DESIGNATION
     (PURSUANT TO NRS 78.1955)                        DEAN HELLER
----------------------------------------              SECRETARY OF STATE

IMPORTANT: READ ATTACHED INSTRUCTIONS
 BEFORE COMPLETING FORM.                      ABOVE SPACE IS FOR OFFICE USE ONLY


                           CERTIFICATE OF DESIGNATION
                           --------------------------
                         FOR NEVADA PROFIT CORPORATIONS
                         ------------------------------
                            (PURSUANT TO NRS78.1955)

1.   NAME  OF  CORPORATION:
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INTERNATIONAL DEVELOPMENT CORP.

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2.   BY  RESOLUTION  OF  THE  BOARD  OF DIRECTORS PURSUANT TO A PROVISION IN THE
     ARTICLES  OF  INCORPORATION,  THIS  CERTIFICATE  ESTABLISHES  THE FOLLOWING
     REGARDING  THE  VOTING  POWERS,  DESIGNATIONS,  PREFERENCES,  LIMITATIONS,
     RESTRICTIONS AND RELATIVE RIGHTS OF THE FOLLOWING CLASS OR SERIES OF STOCK:
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Series B Preferred Stock to consist of 1,000,000 shares:

l.  Dividends.  Except  as provided herein, the holders of outstanding shares of
the  Series  B  Preferred  Stock,  par  value  $0.001  per  share (the "Series B
Preferred  Stock")  shall be entitled to receive cash, stock, or other property,
as  dividends when, as and if declared by the Board of Directors of the Company.
If  shares  of  the Series B Preferred Stock of the common stock of the Company,
par  value $0.001 per share (the "Common Stock") are to be issued as a dividend,
any  such  shares are to be issued at Market Value. "Market Value" of the Common
Stock for the purposes of this Certificate of Designation shall mean the average
of  the  bid  and  ask  prices  for  the Common Stock for the five business days
preceding  the  declaration  of  a  dividend  by the Board of Directors. "Market
Value"  with  respect  to any shares of the Series B Preferred Stock shall be as
determined  by the Board of Directors, whose decision shall be final and binding
on  all  parties.
[CONTINUATION  ATTACHED]

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3. EFFECTIVE DATE OF FILING (OPTIONAL):
                                       -----------------------------------------
                                         (must not be later that 90 days
                                          after the certificate is filed)

4. OFFICER SIGNATURE: /s/ illegible
                      -------------------------------

FILLING FEE: $175.00

     IMPORTANT:  Failure  to include any of the above information and submit the
     proper  fees  may  cause  this  filing  to  be  rejected.

     SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.

                           Nevada Secretary of State AM 78.1955 Designation 2003
                                                              Revised on 1/03/03


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                         INTERNATIONAL DEVELOPMENT CORP.
                 CONTINUATION FOR THE CERTIFICATE OF DESIGNATION
                                     FOR THE
                            SERIES B PREFERRED STOCK

     2.     Liquidation  Rights. Upon the dissolution, liquidation or winding up
            --------------------
of  the  Company,  whether  voluntary  or  involuntary,  the holders of the then
outstanding  shares of Series B Preferred Stock shall be entitled to receive out
of  the  assets  of  the  Company  the sum of $0.001 per share (the "Liquidation
Rate")  before any payment or distribution shall be made on the Common Stock, or
any  other  class of capital stock of the Company ranking junior to the Series B
Preferred  Stock.

          (a)     The  sale,  conveyance, exchange or transfer (for cash, shares
of  stock,  securities  or  other consideration) of all or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the  Company  for purposes of this Paragraph 2, but the merger,
consolidation,  or  other  combination  of  the  Company  into or with any other
corporation,  or  the  merger,  consolidation, or other combination of any other
corporation  into  or  with  the  Company,  shall  not  be deemed a dissolution,
liquidation  or  winding  up,  voluntary  or  involuntary,  for purposes of this
Paragraph  2.  As  use herein, the "merger, consolidation, or other combination"
shall  include,  without  limitation, a forward or reverse triangular merger, or
stock  exchange  of  the  Company  and  any  of  its subsidiaries with any other
corporation.

          (b)     After  the  payment  to  the  holders  of  shares  of  the
Series  B  Preferred  Stock  of  the  full  preferential  amounts  fixed by this
Paragraph  2  for  shares  of  the  Series B Preferred Stock, the holders of the
Series  B  Preferred  Stock  as such, shall have no right or claim to any of the
remaining  assets  of  the  Company.

          (c)     In  the  event  the  assets  of  the  Company  available  for
distribution  to  the  holders of the Series B Preferred Stock upon dissolution,
liquidation  or  winding  up of the Company shall be insufficient to pay in full
all  amounts to which such holders are entitled pursuant to this Paragraph 2, no
distribution  shall  be  made  on  account of any shares of a class or series of
capital stock of the Company ranking on a parity with the shares of the Series B
Preferred Stock, if any, upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the shares of the
Series  B  Preferred  Stock,  ratably,  in  proportion  to the full distributive
amounts  for  which  holders of all such parity shares are respectively entitled
upon  such  dissolution,  liquidation  or  winding  up.

     3.     No  Conversion. The shares of the Series B Preferred Stock shall not
            ---------------
be  convertible  into  shares of the Common Stock, Preferred Stock, or any other
securities  of  the  Company.

     4.     Preferred Status. The rights of the shares of the Common Stock shall
            -----------------
be  subject to the preferences and relative rights of the shares of the Series B
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series B Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series B Preferred
Stock  in  respect  of the preferences as to distributions and payments upon the
liquidation,  dissolution and winding up of the Company described in Paragraph 2
above,

     5.     Restriction  on Dividends.   If any shares of the Series B Preferred
            --------------------------
Stock  are outstanding, the Company shall not, without the prior written consent
of  the holders of not less than two-thirds (2/3) of the then outstanding shares
of the Series B Preferred Stock, directly or indirectly declare, pay or make any
dividends  or  other  distributions  upon  any  of  the  Common  Stock.

     6.     Vote  to  Change  the Terms of the Series B Preferred Stock. Without
            ------------------------------------------------------------
the  prior  written  consent of the holders of not less than two-thirds (2/3) of
the  outstanding  shares  of the Series B Preferred Stock, the Company shall not
amend,  alter, change or repeal any of the powers, designations, preferences and
rights  of  the  Series  B  Preferred  Stock.

     7.     Lost or Stolen Certificates. Upon receipt by the Company of evidence
            ----------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stack  Certificates  representing  shares  of  the


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Series B Preferred Stock, and, in the case of loss, theft or destruction, of any
indemnification  undertaking or bond, in the Company's discretion, by the holder
to  the  Company and, in the case of mutilation, upon surrender and cancellation
of the Preferred Stock Certificate(s), the Company shall execute and deliver new
Series  B  Preferred  Stock  Certificate(s)  of  like  tenor  and  date.

     8.     Voting.  On  all  matters  submitted to a vote of the holders of the
            ------
Common Stock, including, without limitation, the election of directors, a holder
of  Shares  of  the  Series B Preferred Stock shall be entitled to the number of
votes  on  such  matters equal to the number of shares of the Series B Preferred
Stock  held  by  such  holder  multiplied  by  500.  If  no  such record date is
established,  the  date  to  be  used  for the determination of the stockholders
entitled  to  vote  on  such  matters  shall  be the date on which notice of the
meeting  of stockholders at which the vote is to be taken is marked, or the date
any  written consent of stockholders is solicited if the vote is not to be taken
at  a  meeting.  The  holders  of  Series  B Preferred Stock shall not vote as a
separate  class,  but shall vote with the holders of the Common Stock. Except as
otherwise  may  be  provided by law, the holders of the Series B Preferred Stock
shall  be  entitled  to  one  vote  on  all matters submitted to the vote of the
holders  of  the  Preferred  Stock.


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