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Exhibit 4a

                    CERTIFICATE OF THE POWERS, DESIGNATIONS,
                            PREFERENCES AND RIGHTS OF
                            SERIES F PREFERRED STOCK
                         OF SENIOR CARE INDUSTRIES, INC.

             PURSUANT TO TITLE 7, CHAPTER 78 OF THE REVISED STATUTES
                             OF THE STATE OF NEVADA

I, Stephen Reeder, President of Senior Care Industries, Inc., a Nevada
corporation (the "COMPANY"), in accordance with the provisions of Title 7,
Chapter 78, Section 78.195 of the Revised Statutes of the State of Nevada, DO
HEREBY CERTIFY that the following resolutions were duly adopted by the Board of
Directors of the Company and pursuant to authority conferred upon the Board of
Directors by the provisions of the Articles of Incorporation of the Company, as
amended, (the "ARTICLES OF INCORPORATION"), the Board of Directors of the
Company, on April 30, 2001, adopted resolutions providing for the issuance of
Series F Preferred Stock of the Company and fixing the relative powers,
designations, preferences, rights, qualifications, limitations and restrictions
of such stock. These resolutions are as follows:

"RESOLVED, that pursuant to authority expressly granted to and vested in the
Board of Directors of the Company by the provisions of the ARTICLES OF
INCORPORATION, the issuance of Series F of Preferred Stock of the Company to be
designated "SERIES F PREFERRED", par value $0.001 per share, which shall consist
of one of the 5,000,000 shares of Preferred Stock which the Company now has
authority to issue, be, and the same hereby is, authorized, and the Board hereby
fixes the powers, designations, preferences and relative, participating,
optional and other rights, and the qualifications, limitations and restrictions
thereof, of the sole share of such series (in addition to the powers,
designations, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof, set forth in the
ARTICLES OF INCORPORATION which may be applicable to the Preferred Stock of this
series) as follows:

1. AUTHORIZED NUMBER AND DESIGNATION. One share of the Preferred Stock, $0.001
par value, of the Company is hereby constituted as a series of the Preferred
Stock designated as SERIES F PREFERRED STOCK, $0.001 par value (the "SERIES F
PREFERRED STOCK").

2. DIVIDENDS AND DISTRIBUTIONS. The holders of SERIES F PREFERRED STOCK shall
not be entitled to receive any dividends declared and paid by the Company.

3. VOTING RIGHTS. Except as otherwise required by law or by the ARTICLES OF
INCORPORATION, the holders of record of SERIES F PREFERRED STOCK will be
entitled to all of the voting rights, including the right to vote in person or
by proxy, of the Special Voting Share on any matters, questions, proposals or
propositions whatsoever that may properly come before the shareholders of the
Company at a meeting at which holders of the Company's Common Stock ("COMMON
STOCK") are entitled to vote ("COMPANY MEETING") or with respect to all written
consents sought by the Company from its shareholders including the holders of
the Company's Common Stock ("COMPANY CONSENT"). The holders of record of SERIES
F PREFERRED STOCK shall be entitled one vote for each share held. In respect of
all matters concerning the Voting Rights, SERIES F PREFERRED STOCK and the
Common Stock shall vote as a single class.

4. CONVERSION RIGHTS. SERIES F PREFERRED STOCK shall be convertible into Common
stock, $.001 par value, on the following schedule:

At any time during or after the expiration of the 24th month following the
issuance of the SERIES F PREFERRED STOCK, the holder thereof shall surrender the
certificate and shall receive 20 shares of Common stock, $.001 par value, in the
Company for each share of SERIES F PREFERRED STOCK which was surrendered,
provided, however, that the number of shares converted during the 24th month
following the issuance of the SERIES F PREFERRED STOCK shall not exceed 20% of
the number of shares evidenced by the certificate presented. The stock transfer
agent for the Company or the Company, whichever the case may be, shall then
deliver to the holder or its order, a new SERIES F

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PREFERRED STOCK certificate for the balance of the SERIES F PREFERRED STOCK not
yet converted and shall issue Common stock, $.001 par value, 20 shares for each
share of SERIES F PREFERRED STOCK being converted.

Thereafter, at any time during or after the expiration of the 36th month
following the issuance of the SERIES F PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive 20 shares of Common stock, $.001 par
value, in the Company for each share of SERIES F PREFERRED STOCK which was
surrendered, provided, however, that the number of shares converted during the
36th month following the issuance of the SERIES F PREFERRED STOCK shall not
exceed 20% of the number of shares evidenced by the certificate presented. The
stock transfer agent for the Company or the Company, whichever the case may be,
shall then deliver to the holder or its order, a new SERIES F PREFERRED STOCK
certificate for the balance of the SERIES F PREFERRED STOCK not yet converted
and shall issue Common stock, $.001 par value, 20 shares for each share of
SERIES F PREFERRED STOCK being converted.

Thereafter, at any time during or after the expiration of the 48th month
following the issuance of the SERIES F PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive 20 shares of Common stock, $.001 par
value, in the Company for each share of SERIES F PREFERRED STOCK which was
surrendered, provided, however, that the number of shares converted during the
48th month following the issuance of the SERIES F PREFERRED STOCK shall not
exceed 20% of the number of shares evidenced by the certificate presented. The
stock transfer agent for the Company or the Company, whichever the case may be,
shall then deliver to the holder or its order, a new SERIES F PREFERRED STOCK
certificate for the balance of the SERIES F P REFERRED STOCK not yet converted
and shall issue Common stock, $.001 par value, 20 shares for each share of
SERIES F PREFERRED STOCK being converted.

Thereafter, at any time during or after the expiration of the 60th month
following the issuance of the SERIES F PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive 20 shares of Common stock, $.001 par
value, in the Company for each share of SERIES F PREFERRED STOCK which was
surrendered, provided, however, that the number of shares converted during the
60th month following the issuance of the SERIES F PREFERRED STOCK shall not
exceed 20% of the number of shares evidenced by the certificate presented. The
stock transfer agent for the Company or the Company, whichever the case may be,
shall then deliver to the holder or its order, a new SERIES F PREFERRED STOCK
certificate for the balance of the SERIES F PREFERRED STOCK not yet converted
and shall issue Common stock, $.001 par value, 20 shares for each share of
SERIES F PREFERRED STOCK being converted.

Thereafter, at any time during or after the expiration of the 72nd month
following the issuance of the SERIES F PREFERRED STOCK, the holder thereof shall
surrender the certificate and shall receive 20 shares of Common stock, $.001 par
value, in the Company for each share of SERIES F PREFERRED STOCK which was
surrendered, provided, however, that the number of shares converted during the
72nd month following the issuance of the SERIES F PREFERRED STOCK shall not
exceed 20% of the number of shares evidenced by the certificate presented. The
stock transfer agent for the Company or the Company, whichever the case may be,
shall then deliver to the holder or its order, 20 shares of Common stock, $.001
par value, for each share of SERIES F PREFERRED STOCK being converted.

5. LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, and subject to any prior rights
of holders of shares of Preferred Stock ranking senior to the SERIES F PREFERRED
STOCK, the holders of the share of SERIES F PREFERRED STOCK shall be paid an
amount totaling $0.001, together with payment to any class of stock ranking
equally with the Special Voting Stock, and before payment shall be made to the
holders of any stock ranking on liquidation junior to the Special Voting Stock.

6. RANKING. The SERIES F PREFERRED STOCK shall rank junior to all other series
of the Company's Preferred Stock, unless the terms of any such series shall
provide otherwise.

7. REDEMPTION RIGHTS. The SERIES F PREFERRED STOCK may be redeemed as a matter
of right by the Company upon the payment to the holder of the SERIES F PREFERRED
STOCK cash in United States dollars in a sum equal to the market value of the
Common stock being issued to the holder on the day of surrender for conversion
by the holder from SERIES F PREFERRED STOCK to Common stock, $.001 par value.

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         RESOLVED FURTHER, that the Chief Executive Officer, President or any
Vice President and the Secretary or any Assistant Secretary of the Company be,
and they hereby are, authorized and directed to prepare and file (or cause to be
prepared and filed) a Certificate of the Powers, Designations, Preferences and
Rights in accordance with the foregoing resolution and the provisions of Nevada
law and to take such actions as they may deem necessary or appropriate to carry
out the Intent of the foregoing resolutions."

       IN WITNESS WHEREOF, I have executed and subscribed to this Certificate
and do hereby affirm the foregoing as true under the penalties of perjury as of
the 30th day of April, 2001.

/S/ Stephen Reeder
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Stephen Reeder
President
Senior Care Industries, Inc.