CERTIFICATE OF DESIGNATIONS

                                       OF

                            TWISTEE TREAT CORPORATION

                   ESTABLISHING THE DESIGNATIONS, PREFERENCES,

                     LIMITATIONS AND RELATIVE RIGHTS OF ITS

                      SERIES A CONVERTIBLE PREFERRED STOCK


         Pursuant to Delaware  Law,  Twistee  Treat  Corporation,  a corporation
organized and existing under the State of Delaware (the "Company"),

         DOES HEREBY  CERTIFY that pursuant to the authority  conferred upon the
Board of Directors  by the  Certificate  of  Incorporation,  as amended,  of the
Company, and pursuant to Delaware Law, the Board of Directors,  by majority vote
of the Board of Directors at a special meeting held on May 1, 2002, duly adopted
a  resolution  providing  for the  issuance of a series of  6,000,000  shares of
Series A Convertible Preferred Stock, which resolution is and reads as follows:

         RESOLVED,  that  pursuant  to the  authority  expressly  granted to and
         invested in the Board of Directors of Twistee  Treat  Corporation  (the
         "Company") by the provisions of the Certificate of Incorporation of the
         Company,  as amended, a series of the preferred stock, par value $.0001
         per share, of the Company be, and it hereby is, established; and

         FURTHER RESOLVED, that the series of preferred stock of the Company be,
         and it  hereby  is,  given the  distinctive  designation  of  "Series A
         Preferred Stock"; and

         FURTHER RESOLVED, that the Series A Preferred Stock shall consist of
         6,000,000 shares; and

         FURTHER  RESOLVED,  that the Series A  Preferred  Stock  shall have the
         powers and preferences, and the relative,  participating,  optional and
         other rights,  and the  qualifications,  limitations,  and restrictions
         thereon set forth below:

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         Section 1. DESIGNATION OF SERIES; RANK. The shares of such series shall
be designated as the "Series A Preferred Stock" (the "Preferred  Stock") and the
number of shares  initially  constituting  such series shall be up to 6,000,000.
The Preferred Stock, with respect to distributions upon liquidation, dissolution
or winding up, ranks (i) junior to any series of preferred  stock of the Company
the terms of which  specifically  provide  that such series  ranks senior to the
Preferred Stock (the "Senior  Stock"),  (ii) PARI PASSU with any other series of
preferred stock of the Company the terms of which specifically provide that such
series ranks PARI PASSU with the Redeemable Preferred Stock (the "Parity Stock")
and (iii) senior to the common stock, par value $.0001 per share, of the Company
("Common  Stock")  and  any  series  of  preferred  stock  the  terms  of  which
specifically  provide  that such  series  ranks  junior and  subordinate  to the
Redeemable  Preferred  Stock  (the  "Junior  Stock").  So long as any  shares of
Preferred Stock remain outstanding,  the Company's  Certificate of Incorporation
shall specify that any other class or series of stock issued,  other than Common
Stock, is either Senior Stock, Parity Stock or Junior Stock. The Preferred Stock
shall be subject to the creation of Senior Stock, Parity Stock and Junior Stock;

         Section 2.  DIVIDENDS  The  holders  of  Preferred  Stock  shall not be
entitled to receive dividends paid on the Common Stock.

         Section 3.    LIQUIDATION PREFERENCE

         3.1  DISTRIBUTION  AMOUNT.  In the event of a voluntary or  involuntary
liquidation,  dissolution or winding up of the Company, the holders of shares of
the  Preferred  Stock are  entitled  to receive out of the assets of the Company
available for distribution to shareholders, before any distribution of assets is
made to  holders  of  Common  Stock or any  other  stock  ranking  junior to the
Redeemable Preferred Stock as to liquidation,  a liquidating  distribution as to
each share in an amount equal to $.50.  The holders of  Preferred  Stock and any
Parity Stock  hereafter  issued that rank on a parity as to  liquidation  rights
with the Preferred  Stock will be entitled to share ratably,  in accordance with
the respective  preferential  amounts  payable on such stock, in any liquidating
distribution  that is not sufficient to pay in full the aggregate of the amounts
payable thereon.  Neither a consolidation,  merger or other business combination
of the Company  with or into  another  corporation  or other  entity nor a sale,
lease, or exchange or transfer of all or part of the Company's  assets for cash,
securities or other  property will be considered a  liquidation,  dissolution or
winding up of the Company.

         3.2 NON-CASH DISTRIBUTIONS.  If any of the assets of the Company are to
be  distributed  other  than in cash  under  this  Section  3, then the Board of
Directors of the Company shall promptly engage independent  competent appraisers
to determine the value of the assets to be  distributed to the holders of shares
of the Preferred  Stock.  The Company  shall,  upon receipt of such  appraiser's
valuation,  give prompt  written  notice to each  holder of shares of  Preferred
Stock of the appraiser's valuation.

         Section 4.    VOTING.

         4.1 VOTING  RIGHTS.  The holders of the  Preferred  Stock will have the
voting  rights as described in this Section 4 or as required by law. For so long
as any shares of the Preferred Stock remain issued and outstanding,  the holders
thereof,  voting  separately  as a class,  shall  have the  right to vote on all
shareholder matters equal to ten votes per share of Preferred Stock.

         4.2  AMENDMENTS TO ARTICLES AND BYLAWS.  So long as Preferred  Stock is
outstanding,  the Company shall not, without the affirmative vote of the holders
of at least  66-2/3%  of all  outstanding  shares  of  Preferred  Stock,  voting
separately  as a  class  (i)  amend,  alter  or  repeal  any  provision  of  the
certificate  of  incorporation  or the bylaws of the Company so as to  adversely
affect the  designations,  preferences,  limitations  and relative rights of the
Preferred Stock or (ii) effect any reclassification of the Preferred Stock.

         4.3  AMENDMENT OF RIGHTS OF  PREFERRED  STOCK.  The Company  shall not,
without  the  affirmative  vote  of  the  holders  of at  least  66-2/3%  of all
outstanding  shares of Preferred Stock,  amend, alter or repeal any provision of
this Statement of Designations,  PROVIDED, HOWEVER, that the Company may, by any
means  authorized  by law and  without  any vote of the  holders  of  shares  of
Preferred Stock, make technical,  corrective,  administrative or similar changes
in this Statement of Designations that do not, individually or in the aggregate,
adversely affect the rights or preferences of the holders of shares of Preferred
Stock.

         Section 5.    CONVERSION RIGHTS.

         5.1     OPTIONAL CONVERSION.  Shares of Preferred Stock are convertible
at  the option  of the  holder(s) into four shares of  Company Common  Stock for
every share of Preferred Stock.

         5.2 TRANSFER COSTS. The Company shall pay any and all documentary stamp
and other transaction  taxes  attributable to the issuance or delivery of shares
of Common  Stock upon  conversion  of any shares of Preferred  Stock;  PROVIDED,
HOWEVER,  that the  Company  shall  not be  required  to pay any tax that may be
payable in respect of any  transfer  involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of the  Preferred  Stock
to be converted and no such issue or delivery shall be made unless and until the
person  requesting  such issue or delivery had paid to the Company the amount of
any such tax or has established,  to the satisfaction of the Company,  that such
tax has been paid.

         5.3 COMMON  RESERVED.  The Company shall reserve and keep available out
of its authorized  but unissued  shares of Common Stock such number of shares of
Common Stock as shall from time to time be  sufficient  to effect  conversion of
the shares of Preferred Stock.

         5.4  STATUS OF SHARES.  All  shares of Common  Stock that may be issued
upon  conversion  of the shares of Preferred  Stock will,  upon  issuance by the
Company,  be  validly  issued,  fully paid and  nonassessable  and free from all
taxes,  liens and charges  with  respect to the  issuance  thereof and free from
preemptive rights.

         Section  6.  NOTICES.  Any  notice  required  hereby 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 addressed to each holder of record at
his address appearing on the books of the Company.

         Section 7.        ANTI-DILUTION.  The Preferred Stock shall be subject
to adjustment from time to time as provided in this Section 7.

         7.1  RECAPITALIZATION.  If the  Company is  recapitalized  through  the
subdivision  or  combination  of its  outstanding  shares of common stock into a
larger  number of shares,  the  number of shares of common  stock for which this
Preferred Stock may be convertible shall be increased, as of the record date for
such recapitalization, in the same proportion as the increase in the outstanding
shares of common  stock.  The  number of shares of common  stock for which  this
Preferred  Stock  may  be  convertible  shall  not  reduced  as  a  result  of a
recapitalization  through  the  subdivision  or  combination  of  the  Company's
outstanding shares of common stock into a smaller number of shares.

         7.2  DECLARATION  OF  DIVIDEND.  If the Company  declares a dividend on
common  stock,  or makes a  distribution  to holders of common  stock,  and such
distribution is payable or made in common stock or securities  convertible  into
or  exchangeable  for  common  stock,  or rights  to  purchase  common  stock or
securities  convertible  into or exchangeable  into common stock,  the number of
shares for which this Preferred Stock may be converted shall be increased, as of
the record date for determining  which holders of common stock shall be entitled
to receive such dividend or  distribution,  in proportion to the increase in the
number  of  outstanding  shares ( and  shares  of  common  stock  issuable  upon
conversion of all such securities convertible into common stock) of common stock
as a result of such dividend or distribution.

         IN WITNESS  WHEREOF,  the Company has caused this  statement to be duly
executed by its President this 2nd day of May, 2002.

                            TWISTEE TREAT CORPORATION


                           By:/s/ Stephen Wells
                              Stephen Wells, President