ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                            OF OLYMPIC RESOURCES LTD.
                                  TO ESTABLISH
                      SERIES A CONVERTIBLE PREFERRED STOCK


     By authority of Part 27 of the existing Articles of Incorporation of
Olympic Resources Ltd. (the "Corporation"), and section 17-16-602 of the Wyoming
Business Corporation Act (the "WBCA"), the board of directors of the Corporation
has determined the preferences, limitations and relative rights of its newly
created Series A Convertible Preferred Stock, no par value (the "Series A
Stock"). These Articles of Amendment shall amend the Articles of Incorporation
of the Corporation filed with the Office of the Secretary of State of Wyoming on
January 8, 2003.

     These Articles of Amendment are filed by the Corporation under section
17-16-1006 of the WBCA:

     1.   The name of the Corporation is Olympic Resources Ltd.

     2.   The preferences and relative, participating, optional, conversion and
other rights of the shares of the Series A Stock and the qualifications,
limitations or restrictions thereof, in addition to those set forth above, are
as follows:

          (A) Designation and Number of Shares of Series A Convertible Preferred
     Stock. Out of the Corporation's 1,000,000 authorized shares of preferred
     stock, no par value ("Preferred Stock"), there is hereby authorized and
     established a series of Preferred Stock designated and to be known as
     "Series A Convertible Preferred Stock" consisting of 100,000 shares with no
     par value.

          (B) Rank. The Series A Stock shall rank pari passu, with respect to
     liquidation, winding up and dissolution, and dividend rights, to the
     Corporation's Common Stock now or hereafter authorized, issued or
     outstanding.


          (C) Voting. The holder of each share of Series A Stock shall not be
     entitled to vote on any matter submitted to the stockholders for a vote.

          (D) Dividends. The holders of the Series A Stock shall be entitled to
     receive dividends on an as-converted basis with shares of Common Stock
     when, as and if declared by the Board of Directors out of funds legally
     available therefor and such dividends shall be non-cumulative.

          (E) Liquidation. In the event of any liquidation, dissolution or
     winding up of the Corporation, whether voluntary or involuntary, the
     holders of the shares of Series A Stock shall be entitled to be paid out of
     the assets of the Corporation (whether capital or surplus) an amount per
     share equal to the amount per share paid to the holders of the shares of
     Common Stock on an as-converted basis.

          (F) Conversion.

               (i) Automatic Conversion. At any time after the issuance of the
          Series A Stock and concurrently with the Corporation and its
          shareholders authorizing and approving either (A) an increase in the
          number of authorized shares of Common Stock to a number sufficient to
          satisfy such conversion or (B) a combination of the outstanding shares
          of Common Stock into a smaller number of shares such that the number
          of remaining authorized and unissued shares of Common Stock is

<PAGE>


          sufficient to satisfy such conversion, each share of Series A Stock
          shall convert automatically into 60 fully paid, non-assessable shares
          of Common Stock (the "Per Share Conversion Ratio").

               (ii) Mechanics of Conversion. Upon the Corporation filing
          articles of amendment to its Articles of Incorporation increasing the
          number of shares of Common Stock issuable, the Corporation shall
          deliver a notice to any holder or holders of the shares of Series A
          Stock stating the number of shares of Common Stock to be issued to
          such holder. Upon receipt of such notice, the holder shall have ten
          business days to surrender for exchange such holder's Series A Stock
          certificate, duly endorsed for transfer, for a Common Stock
          certificate. If the holder does not surrender such holder's Series A
          Stock certificate prior to 5pm Central Standard Time on the tenth
          business day following mailing of notice pursuant to this paragraph,
          then such shares shall be deemed to have been converted and the
          Corporation shall deliver to the converting holder in a reasonable
          time period a stock certificate representing the shares of Common
          Stock into which the Series A Stock is converted.

               (iii) Priority on Conversion. The holders of Series A Stock
          specifically acknowledge that the conversion of their respective
          shares shall be subject to the Corporation's having increased the
          number of its authorized shares of Common Stock to satisfy such
          conversion.

          (G) Adjustment of Per Share Conversion Ratio for Certain Dilutive
     Splits and Combinations. The Per Share Conversion Ratio from time to time
     in effect shall be subject to adjustment from time to time as follows:

               (i) If at any time or from time to time after the date that the
          first share of Series A Stock is issued (the "Original Issue Date"),
          the Corporation shall subdivide the outstanding shares of Common
          Stock, or shall declare a stock dividend on its outstanding Common
          Stock payable in shares of Common Stock, the Per Share Conversion
          Ratio in effect immediately prior to such subdivision or the
          declaration of such dividend shall be proportionately increased, and
          in case the Corporation shall at any time combine the outstanding
          shares of Common Stock, the Per Share Conversion Ratio in effect
          immediately prior to such combination shall be proportionately
          decreased, effective at the close of business on the date of such
          subdivision, dividend or combination, as the case may be.

               (ii) The Corporation shall not, by amendment of its Articles of
          Incorporation or through any reorganization, transfer of assets,
          consolidation, merger, share exchange, dissolution, issue or sale of
          securities 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 Corporation, but shall at all times in good
          faith assist in the carrying out of all the provisions of this Section
          (G) and in the taking of all such action as may be necessary or
          appropriate in order to protect the conversion of the holders of
          Series A Stock against impairment.

               (iii) Upon the occurrence of each adjustment or readjustment of
          the Conversion Price pursuant to this Section (G), the Corporation at
          its expense shall promptly compute such adjustment or readjustment in
          accordance with the terms hereof, and prepare and furnish to each
          holder of Series A Stock affected thereby a certificate setting forth
          such adjustment or readjustment and showing in detail the facts upon
          which such adjustment is based. The Corporation shall, upon the
          written request at any time of any holder of Series A Stock, furnish
          or cause to be furnished to such holder a like certificate setting
          forth (i) such adjustment, (ii) the Per Share Conversion Ratio in
          effect at the time, 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.

<PAGE>


          (H) No Fractional Shares. No fractional shares of Common Stock shall
     be issued upon conversion of shares of Series A Stock. If more than one
     share of Series A Stock shall be surrendered for conversion at any one time
     by the same holder, the number of full shares of Common Stock issuable upon
     conversion thereof shall be computed on the basis of the aggregate number
     of shares so surrendered. Instead of any fractional shares of Common Stock
     that would otherwise be issuable upon conversion of any shares of Series A
     Stock, the Corporation shall pay a cash adjustment in respect of such
     fractional interest equal to the fair market value of such fractional
     interest as determined in good faith by the Corporation's Board of
     Directors.

          (I) Taxes. The Corporation shall pay any and all issue and stock
     transfer taxes that may be payable in respect of any issue or delivery of
     shares of Common Stock on conversion of Series A Stock pursuant hereto. The
     Corporation shall not, however, be required to pay any tax which may be
     payable in respect of any transfer involved in the issue and delivery of
     shares of Common Stock in a name other than that in which Series A Stock so
     converted was registered, and no such issue or delivery shall be made
     unless and until the person requesting such issue has paid to the
     Corporation the amount of any such tax, or has established, to the
     satisfaction of the Corporation, that such tax has been paid.

     3. These Articles of Amendment to the Articles of Incorporation were duly
adopted and authorized by the board of directors of Olympic Resources Ltd. on
July __, 2003.


     IN WITNESS WHEREOF, said Corporation has caused these Articles of Amendment
to be signed by Daryl Pollock, its President, and attested by Bev Funston, its
Secretary, this the ___ day of July, 2003, and by execution hereof does declare
and certify that this is the act and deed of the Corporation and the facts
herein stated are true.


                                            /s/ Daryl Pollock
                                            ----------------------------------
                                            Daryl Pollock, President


                                            /s/ Bev Funston
                                            ----------------------------------
                                            Bev Funston, Secretary