DIVERSIFIED TECHNOLOGIES, INC.
                      Organized under the State of Wyoming

                  Series A, Voting Convertible Preferred Stock

No. PA -                                                          SHARES

This CERTIFIES that

or registered assigns, is the registered owner of

fully paid and nonassessable shares of the Series A, Voting Convertible
Preferred Stock, no par value (the "Preferred Stock" or "Preferred Shares"), of
DIVERSIFIED TECHNOLOGIES, INC., a Wyoming corporation ("Company"), transferable
on the books of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this certificate properly endorsed. This Certificate
and the Preferred Shares represented hereby are issued and shall be subject to
all of the provisions of the Company's Certificate of Incorporation and all
amendments thereto (copies of which are on file at the Company and in the Office
of the Secretary of State of Wyoming) to all of which the holder, by acceptance
hereof, assents.

DIVIDENDS. The holders of the shares of Series A Preferred Stock shall not be
entitled to receive any dividends thereon; provided, that, if a dividend is
declared on the common shares of the Company or on any series of preferred
shares ranking equal or junior to the Series A Preferred Stock, then in such
event the holders of the Series A Preferred Stock shall be entitled to receive a
proportional shares of such dividend, based upon the proportion of the number of
shares of Series A Preferred Stock then outstanding to the total number of
shares of common and preferred stock entitled to share in such dividend.

ASSIGNMENT. These Preferred Shares may be assigned or transferred by the
registered holder or by attorney duly authorized in writing, in whole or in
part, at the offices of the Company with the Assignment form on the reverse side
duly completed.

CONVERSION. Each Preferred Share may, subject to adjustment, at the option of
the holder thereof be converted into such number of fully paid, nonassessable
shares of common stock of the Company, no par value per share, based on the
occurrence or failure to occur of certain events as provided in the Company's
Articles of Incorporation, as amended to date, all of which are herein
incorporated by reference. Under certain circumstances, the Board of Directors
will be required to make a good faith determination of the number of Common
Shares into which the Preferred Shares shall convert. On the fifth (5th)
anniversary of the date the Preferred Stock was originally issued, every share
of Preferred Stock then remaining outstanding shall automatically convert into
one (1) share of Common Stock. Conversion shall be deemed to occur on the date a
certificate or certificates evidencing Preferred Shares in presented to the
Company or to the Company's transfer agent and registrar, accompanied by the
proper fee.

RIGHTS ON LIQUIDATION. In the event of any voluntary or involuntary liquidation,
dissolution or winding-up the Company, the holders of shares of Series A
Preferred Stock shall be subordinate to all claims of the Company's creditors
and to claims of the holders of every series of the Company's preferred stock
ranking senior upon liquidation to the Series A Preferred Stock, but otherwise
are entitled to receive a liquidation preference in the amount of $.001 share,
before any payment is made to any holder of common shares or any series of
preferred shares ranking junior to the shares of Series A Preferred Stock. After
the payment of such liquidation preference and any liquidation preferences
payable to holders of any other series of preferred shares, the holders of the
shares of Series A Preferred Stock shall share ratably with the holders of the
Company's common stock and all series of preferred stock ranking on a parity
with or junior to the Series A Preferred Stock in the Company's assets available
for distribution to shareholders.

VOTING RIGHTS. Holders of Preferred Stock shall have the right to vote in the
election of directors of the Company and, generally, on any other matters upon
which shareholders of the Company may or must vote. Each share of Preferred
Stock shall be entitled to three (3) votes. The shares of Series A Preferred
Stock shall vote with the common shares and not as a separate class.

STATUS OF HOLDER. The Company may deem and treat the registered holder of this
Certificate as the absolute owner hereto for all purposes, and the Company shall
not be affected by any notice to the contrary.

RESTRICTED SECURITIES: SEE RESTRICTIVE LEGEND ON REVERSE SIDE.

WITNESS the seal of the Company and the original signatures of as duly
authorized officers.

DATED:                                    DIVERSIFIED TECHNOLOGIES, INC.
          [Corporate seal
/s/       appears on original.]           /s/
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President      SEAL                       Secretary

<PAGE>

                         DIVERSIFIED TECHNOLOGIES, INC.

                       ----------------------------------

NOTICE: The preferred shares evidenced by this certificate and the underlying
common shares have not been registered under the U. S. Securities Act of 1933
("ACT") and are "restricted securities" as that term is defined in Rule 144
under the Act. These preferred shares and the underlying shares may not be
offered for sale, sold or otherwise transferred or hypothecated except pursuant
to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act.

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     The Company is authorized to issue shares of more than one class, namely
50,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock.
Pursuant to the Wyoming Business Corporation Act, the Company will furnish to
any shareholder upon request (addressed to the attention of the Company
Secretary) and without charge a full statement of designations, preferences,
limitations and relative rights of the shares of each class authorized to be
issued by the Company and of variations in the relative rights and preferences
between the shares of each series of preferred stock of the Company insofar as
any such series has been fixed and determined, and a statement of the authority
of the Board of Directors of the Company to fix and determine the relative
rights and preferences of subsequent series of preferred stock.

                           CONVERSION TO COMMON STOCK

     I or we hereby irrevocably elect to exercise the right of conversion
represented by this certificate to convert __________ of the shares of Preferred
Stock evidenced by this certificate into shares of the Company's Common Stock
and request that certificates for the Common Shares be issued in the name of:

Please insert social security or EIN       Name and address, including zip code:
number or other identifying number:

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and, if the number of Preferred Shares being converted to Common Shares is less
than all of the Preferred Shares evidenced by this certificate, that a new
certificate of like tenor for the balance of the remaining Preferred Shares not
converted hereunder be delivered to the undersigned at the address below.

DATED:                   , 19
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                                           x....................................
                                               Signature of Registered Holder

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto the person below:

Please insert social security or EIN       Name and address, including zip code:
number or other identifying number:

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                                           -------------------------------------

___________________ of the Preferred Shares evidenced by this Certificate, and
does hereby irrevocably constitute and appoint any officer of the Company as
lawful Attorney to transfer such shares on the books of the Company with full
power of substitution in the premises.

DATED:                   , 19
      -------------------    -----

                                           x....................................
                                               Signature of Registered Holder

     IMPORTANT: The name of the person or persons assigning Preferred Shares
must correspond with the name of the Registered Holder written on the face of
this Certificate in every particular, without alteration or any change whatever,
and every signature must be medallion guaranteed by an eligible guarantor
institution pursuant to Securities and Exchange Commission Rule 17Ad-15. If
there is more than one registered owner of the shares being assigned, every
registered owner must sign. The Signature Guarantee is only needed for transfer
of shares, not for conversion to common stock.

SIGNATURE GUARANTEE: