EXHIBIT 3(i).4

                          CERTIFICATE OF DESIGNATION OF
                     SERIES B CONVERTIBLE PREFERRED STOCK OF
                         QUEST GROUP INTERNATIONAL, INC.

         The undersigned, Craig Davis and Teresa Fackrell, hereby certify that:

         I. They are the duly elected and acting President and Secretary,
respectively, of Quest Group International, Inc., a Nevada corporation (the
"Company").

         II. The Certificate of Incorporation of the Company authorizes
5,000,000 shares of preferred stock, par value $.001 per share, of which
1,000,000 shares have been designated as Series A Convertible Preferred Stock
and are presently outstanding.

         III. The following is a true and correct copy of resolutions duly
adopted by the Board of Directors on August 20, 2003, which constituted all
requisite action on the part of the Company for adoption of such resolutions.

                                   RESOLUTIONS

         WHEREAS, the Board of Directors of the Company (the "Board of
Directors") is authorized to provide for the issuance of the shares of preferred
stock in series, and by filing a certificate pursuant to the applicable law of
the State of Nevada, to establish from time to time the number of shares to be
included in each such series, and to fix the designations, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions thereof;

         WHEREAS, the Board of Directors desires, pursuant to its authority as
aforesaid, to designate a new series of preferred stock, set the number of
shares constituting such series and fix the rights, preferences, privileges and
restrictions of such series.

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
designates a new series of preferred stock and the number of shares constituting
such series and fixes the rights, preferences, privileges and restrictions
relating to such series as follows:

         Section 1. Designation, Amount and Par Value. The series of preferred
stock shall be designated as the Series B Convertible Preferred Stock (the "B
Preferred Stock"), and the number of shares so designated shall be 500,000. The
par value of each share of B Preferred Stock shall be $.001. The holders of the
B Preferred Stock will have no preemptive rights with respect to any shares of
capital stock of the Company or any other securities of the Company convertible
into or carrying rights or options to purchase any such shares. The B Preferred
Stock will not be subject to any sinking fund or other obligations of the
Company to redeem or retire the B Preferred Stock. The B Preferred Stock will be
perpetual.

         Section 2. Dividends. No dividends will be declared or paid on the B
Preferred Stock.

         Section 3. Voting Rights. Except as otherwise required by applicable
law, all voting rights of the Company shall be vested in and exercised by the
holders of the Company's common stock and preferred stock, voting as a single
group, with each share of the Company's B Preferred Stock being entitled to one
(1) vote.

         Section 4. Liquidation. The B Preferred Stock will rank, with respect
to right on liquidation, on parity with the Company's common stock, Series A
Convertible Preferred Stock and with all future series of preferred stock
established on or after the date hereof by the Board of Directors which does not
expressly provide that it ranks senior to or junior to the B Preferred Stock as
to rights on liquidations, winding-up and dissolution. Neither the sale or

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transfer of all or substantially all the assets of the Company, nor the merger
or consolidation of the Company into or with any other corporation or a merger
of any other corporation with or into the Company, will be deemed to be a
liquidation, dissolution or winding up of the Company.

         Section 5. Conversion.

                  (a) The B Preferred Stock shall not be convertible into any
         other security until after August 1, 2004. After August 1, 2004, each
         share of B Preferred Stock shall be convertible into shares of common
         stock at the Conversion Rate (defined below) at the option of the
         holder in whole or in part at any time. The holder shall effect
         conversions by surrendering the certificate or certificates
         representing the shares of B Preferred Stock to be converted to the
         Company, together with a written notice of conversion (a "Holder
         Conversion Notice"). Each Holder Conversion Notice shall specify the
         number of shares of B Preferred Stock to be converted and the date on
         which such conversion is to be effected, which date may not be prior to
         the date the holder delivers such notice (the "Holder Conversion Date"
         of "Conversion Date"). Each Holder Conversion Notice, once given, shall
         be irrevocable. If the holder is converting less than all shares of B
         Preferred Stock represented by the certificate or certificates tendered
         by the holder with the Holder Conversion Notice, the Company shall
         promptly deliver to the holder a certificate for such number of shares
         as have not been converted.

                  (b) Not later than five (5) trading days after the Conversion
         Date, the Company will send to the holder (i) a certificate or
         certificates representing the number of shares of common stock being
         acquired upon the conversion of shares of B Preferred Stock and (ii)
         one or more certificates representing the number of shares of B
         Preferred Stock not converted; provided, however that the Company shall
         not be obligated to issue certificates evidencing the shares of common
         stock issuable upon conversion of any shares of B Preferred Stock until
         certificates evidencing such shares of B Preferred Stock are either
         delivered for conversion to the Company or any transfer agent for the B
         Preferred Stock or common stock, or the holder notifies the Company
         that such certificates have been lost, stolen or destroyed and provides
         a bond (or other adequate security reasonably acceptable to the
         Company) satisfactory to the Company to indemnify the Company from any
         loss incurred by it in connection therewith.

                  (c) (i) The B Preferred Stock is convertible into common stock
         at a conversion rate of one share of B Preferred Stock for one share of
         common stock, subject to adjustments described herein. (the "Conversion
         Rate")

                           (ii) If any transaction shall occur, including
         without limitations (i) any recapitalization or reclassifications of
         shares of common stock (other than a change in par value, or from par
         value to no par value, or from no par value to par value, or as a
         result of a subdivision or combination of the common stock), (ii) any
         consolidation or merger of the Company with or into another entity or
         any merger of another entity into the Company (other than a merger that
         does not result in a reclassifications, conversion, exchange or
         cancellation of common stock), (iii) any sale or transfer of all of the
         assets of the Company, or (iv) any compulsory share exchange, pursuant
         to which any holders of common stock shall be entitled to receive other
         securities, cash or other property, then appropriate provisions shall
         be made so that the holder of each share of B Preferred Stock then
         outstanding shall have the right thereafter to convert such shares only
         into the kind and amount of the securities, cash or other property that
         would have been receivable upon such recapitalization,
         reclassification, consolidation, merger, sale, transfer, or share
         exchange by a holders of the number of shares of common stock issuable
         upon conversion of such B Preferred Stock immediately prior to such
         recapitalization, reclassification, consolidation, merger, sale,
         transfer or share exchange.

                           (iii) All calculations under this Section 5 shall be
         made to the nearest cent or the nearest 1/100th of a share, as the case
         may be.

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                           (iv) Whenever the Conversion Rate is adjusted
         pursuant to Section 5(c)(ii), the Company shall promptly mail to each
         holder of B Preferred Stock, a notice setting forth the Conversion Rate
         after such adjustment and setting forth a brief statement of the facts
         requiring such adjustment.

                  (d) The Company covenants that it will at all times reserve
         and keep available out of its authorized and unissued common stock
         solely for the purpose of issuance upon conversion of B Preferred Stock
         as herein provided, free from preemptive rights or any other actual
         contingent purchase rights of persons other than the holders of B
         Preferred Stock, such number of shares of common stock as shall be
         issuable (taking into account the adjustments and restrictions of
         Section 5(c)) upon the conversion of all outstanding shares of B
         Preferred Stock. The Company covenants that all shares of common stock
         that shall be so issuable shall, upon issue, be duly and validly
         authorized, issued and fully paid and nonassessable.

                  (e) Upon conversion no fractional shares or other
         consideration will be issued as a result of a fractional interest upon
         conversion and the Company shall have no obligation to make a cash
         payment in respect of any fractional share upon conversion.

                  (f) The issuance of certificates for shares of common stock on
         conversion of B Preferred Stock shall be made without charge to the
         holders thereof for any documentary stamp or similar taxes that may be
         payable in respect of the issue or delivery of such certificate,
         provided that the Company shall not be required to pay any tax that may
         be payable in respect of any transfer involved in the issuance and
         delivery of any such certificate upon conversion in a name other than
         that of the holder of such shares of B Preferred Stock so converted and
         the Company shall not be required to issue or deliver such certificates
         unless or until the person or persons requesting the issuance thereof
         shall have paid to the Company the amount of such tax or shall have
         established to the satisfaction of the Company that such tax has been
         paid.

                  (g) Shares of B Preferred Stock converted into common stock
         shall be canceled and shall have the status of authorized but unissued
         shares of preferred stock.

                  (h) Each Holder Conversion Notice shall be given by facsimile
         and by mail, postage prepaid, addressed to the attention of the Chief
         Executive Officer of the Company at the facsimile telephone number and
         address of the principal place of business of the Company. Any such
         notice shall be deemed given and effective upon the first business day
         following receipt by the Company of the Holder Conversion Notice.

         RESOLVED FURTHER, that the President and Secretary of the Company be,
and they hereby are, authorized and directed to prepare, execute, verify, and
file in Nevada, a Certificate of Designation in accordance with these
resolutions and as required by law.

         IN WITNESS WHEREOF, Quest Group International, Inc. has caused this
certificate to be signed by Craig Davis, its President, and Teresa Fackrell, its
Secretary, this 22 day of August, 2003.

                                                QUEST GROUP INTERNATIONAL, INC.


                                                 By  /s/ Craig Davis
                                                    ----------------------------
                                                    Craig Davis
                                                    President

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