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EXHIBIT 4.2



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

             PURSUANT TO TITLE 7, CHAPTER 78 OF THE REVISED STATUTES
                     OF THE STATE OF NEVADA, SECTION 78.195


I, John W. Cruickshank, Secretary of Senior Care Industries, Inc., a Nevada
corporation (the "COMPANY"), in accordance with the provisions of Title 7,
Chapter 78 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 G 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 G of Preferred Stock
         of the Company to be designated "SERIES G 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 G PREFERRED STOCK, $0.001 par
         value (the "SERIES G PREFERRED STOCK").

         2. DIVIDENDS AND DISTRIBUTIONS. The holders of SERIES G 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 G 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 G PREFERRED STOCK shall be entitled one vote for
         each share held. In respect of all matters concerning the Voting
         Rights, SERIES G PREFERRED STOCK and the Common Stock shall vote as a
         single class.

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


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         At any time during or after the expiration of the 12th month following
         the issuance of the SERIES G PREFERRED STOCK, the holder thereof shall
         surrender the certificate and shall receive 60 shares of Common stock,
         $.001 par value, in the Company for each share of SERIES G PREFERRED
         STOCK which was surrendered, provided, however, that the number of
         shares converted during the 12th month following the issuance of the
         SERIES G 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 G PREFERRED STOCK
         certificate for the balance of the SERIES G PREFERRED STOCK not yet
         converted and shall issue Common stock, $.001 par value, 60 shares for
         each share of SERIES G PREFERRED STOCK being converted.

         Thereafter, at any time during or after the expiration of the 24th
         month following the issuance of the SERIES G PREFERRED STOCK, the
         holder thereof shall surrender the certificate and shall receive 60
         shares of Common stock, $.001 par value, in the Company for each share
         of SERIES G PREFERRED STOCK which was surrendered, provided, however,
         that the number of shares converted during the 24th month following the
         issuance of the SERIES G 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 G
         PREFERRED STOCK certificate for the balance of the SERIES G PREFERRED
         STOCK not yet converted and shall issue Common stock, $.001 par value,
         60 shares for each share of SERIES G PREFERRED STOCK being converted.

         Thereafter, at any time during or after the expiration of the 36th
         month following the issuance of the SERIES G PREFERRED STOCK, the
         holder thereof shall surrender the certificate and shall receive 60
         shares of Common stock, $.001 par value, in the Company for each share
         of SERIES G PREFERRED STOCK which was surrendered, provided, however,
         that the number of shares converted during the 36th month following the
         issuance of the SERIES G 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 G
         PREFERRED STOCK certificate for the balance of the SERIES G PREFERRED
         STOCK not yet converted and shall issue Common stock, $.001 par value,
         60 shares for each share of SERIES G PREFERRED STOCK being converted.

         Thereafter, at any time during or after the expiration of the 48th
         month following the issuance of the SERIES G PREFERRED STOCK, the
         holder thereof shall surrender the certificate and shall receive 60
         shares of Common stock, $.001 par value, in the Company for each share
         of SERIES G PREFERRED STOCK which was surrendered, provided, however,
         that the number of shares converted during the 48th month following the
         issuance of the SERIES G 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 G
         PREFERRED STOCK certificate for the balance of the SERIES G PREFERRED
         STOCK not yet converted and shall issue Common stock, $.001 par value,
         60 shares for each share of SERIES G PREFERRED STOCK being converted.


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         Thereafter, at any time during or after the expiration of the 60TH
         month following the issuance of the SERIES G PREFERRED STOCK, the
         holder thereof shall surrender the certificate and shall receive 60
         shares of Common stock, $.001 par value, in the Company for each share
         of SERIES G PREFERRED STOCK which was surrendered, provided, however,
         that the number of shares converted during the 60TH month following the
         issuance of the SERIES G 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, 60 shares of Common
         stock, $.001 par value, for each share of SERIES G 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 G PREFERRED STOCK, the holders of the share of SERIES G
         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 G 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 G PREFERRED STOCK may be redeemed as a
         matter of right by the Company upon the payment to the holder of the
         SERIES G 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 G
         PREFERRED STOCK to Common stock, $.001 par value.

         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
 -----------------------
 Stephen Reeder
 President
 Senior Care Industries, Inc.