SECRETARY OF STATE



                                     [SEAL]




                                CORPORATE CHARTER


I, DEAN HELLER,  the duly elected and qualified  Nevada  Secretary of State,  do
hereby certify that  ENVIROKARE  TECH,  INC. did on JUNE 15, 1998,  file in this
office the original  Articles of  Incorporation;  that said  Articles are now on
file and of  record  in the  office  of the  Secretary  of State of the State of
Nevada, and further,  that said Articles contain all the provisions  required by
the law of said State of Nevada.


          IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great
          Seal of State, at my office, in Las Vegas, Nevada, on JUNE 15, 1998.


                                          /s/ Dean Heller
                                          Secretary of State

                                       By /s/ [ILLEGIBLE]
                                          Certification Clerk


[SEAL]


<PAGE>


[SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                              ENVIROKARE TECH, INC.


KNOW ALL MEN BY THESE PRESENTS:


     That we the  undersigned,  have this day voluntarily  associated  ourselves
together for the purposes of forming a  corporation  under the laws of the State
of Nevada and we do hereby certify;


                                       I.

     The name of this corporation is ENVIROKARE TECH, INC.


                                       II.

     The resident agent of said corporation shall be Pacific Corporate Services,
Inc,  7631  Bermuda  Road,  Las Vegas NV 89123 and such other  offices as may be
determined by the By-Laws in and outside of the State of Nevada.

                                      III.

     The  objects  to be  transacted,  business  and  pursuit  and nature of the
business,  promoted or carried on by this  corporation are and shall continue to
be engaged in any lawful activity except banking or insurance.

                                       IV.

     The members of the governing board shall be styled  Directors and the first
Board of Directors  shall consist of one (1). The number of stockholders of said
corporation  shall consist of one (1). The number of directors and  stockholders
of this  corporation  may,  from time to time,  be  increased or decreased by an
amendment to the By-Laws of this  Corporation  in that  regard,  and without the
necessity of amending these Articles of  Incorporation.  The names and addresses
of the first Board of Directors and of the incorporators  signing these Articles
are as follows:

              Kathy Whyte                        16688-102 Avenue
                                                 Surrey BC CANADA V4N 4X2


                                       V.

     The Corporation is to have perpetual existence.



<PAGE>


                                       VI.

     The total authorized capitalization of this Corporation shall be and is the
sum of  200,000,000  shares of Common  Stock at $.00l par  value,  said stock to
carry full voting  power and the said shares  shall be issued fully paid at such
time as the Board of Directors may designate, in exchange for cash, property, or
services, the stock of other corporations or other values, rights or things, and
the  judgment  of the  Board  of  Directors  as to the  value  thereof  shall be
conclusive.


                                      VII.


        The capital stock shall be and remain non-assessable. The private
property of the stockholders shall not be liable for the debts or liabilities of
the Corporation.

IN WITNESS WHEREOF, 1 have set my hand this 12 day of June, 1998.

                                       /s/ Kathy Whyte
                                       ------------------------
                                       Kathy Whyte


COUNTY OF                      )
                               )
PROVINCE OF BRITISH COLUMBIA   )

     On this 12 day of June,  1998,  before  me a notary  public in and for said
county and state,  personally appeared Kathy Whyte, known to me to be the person
whose name is subscribed to the foregoing instrument,  and she duly acknowledged
to me that she executed the same for the purpose therein mentioned.
     IN WITNESS WHEREOF, I have set my hand and offered by official seal in said
County and State the day and year in this Certificate first above written.

                                       /s/ Jeffrey P. Andrews
                                       -----------------------------
                                       Notary Public

                                                      JEFFREY  P. ANDREWS
                                                      Barrister & Solicitor
                                                      10325- 150th Street
                                                      Surrey, B.C. V3R 481
                                                      Telephone: 588-6844


<PAGE>



                                                  ------------------------------
                                                         STATE OF NEVADA

                                                       Secretary of State

                                                  I hereby  certify that this is
                                                  a true  and  complete  copy of
                                                  the  document as filed in this
                                                  office


                                                            JUN 15 `98

                                                            DEAN HELLER
                                                       Secretary of State

                                                        BY /s/ DEAN HELLER
                                                  ------------------------------


<PAGE>


<TABLE>
<CAPTION>
<S>                    <C>                                     <C>
                               STATE OF NEVADA                 Telephone 702.687.5203
Secretary of State     OFFICE OF THE SECRETARY OF STATE        Fax 702.687.3471
                           101 N. CARSON ST., STE. 3           Web site http://sos.state.nv.us
                       CARSON CITY, NEVADA 89701-4786          Filing Fee:
</TABLE>

FILED #  C14064-98

              Certificate of Amendment to Articles of Incorporation
                         For Profit Nevada Corporations
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

OCT 12 1999
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER SECRETARY OF STATE
1.   Name of corporation:   ENVIROKARE TECH, INC.


2.   The articles  have been amended as follows  (provide  article  numbers,  if
     available):

     PLEASE SEE ATTACHED NOTARIZED  "CERTIFICATE OF AMENDMENT TO THE ARTICLES OF
     INCORPORATION OF ENVIROKARE TECH, INC., a Nevada Corporation" for amendment
     copy and applicable article numbers.

3.  The  vote by  which  the  stockholders  holding  shares  in the  corporation
entitling  them to  exercise at least a majority  of the voting  power,  or such
greater  proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 3,459,950.

4.   Signatures:
/s/ Charles W. Thomas                        /s/ Charles W. Thomas
---------------------------                  -----------------------------------
President or Vice President                  Secretary or Asst. Secretary
(acknowledgement required)                   (acknowledgement not required)

State of:  Nevada
County of: Clark
This instrument was acknowledged before me on

Oct. 12                    , 1999, by
---------------------------  ----
Charles W. Thomas          (Name of Person)
---------------------------
as   PRES-SEC.                                             [NOTARY SEAL]
  -----------------------------------------------
as designated to sign this certificate
of_______________________________________________
(name on behalf of whom instrument was executed)
/s/ Joanne Williams
------------------------------------------------
Notary Public Signature

*If any proposed  amendment would alter or change any preference or any relative
or other  right  given to any class or series of  outstanding  shares,  then the
amendment  must be approved by the vote,  in  addition to the  affirmative  vote
otherwise  required,  of the  holders of shares  representing  a majority of the
voting power of each class or series  affected by the  amendment  regardless  of
limitations or restrictions on the voting power thereof.

IMPORTANT:  Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.


<PAGE>


                            CERTIFICATE OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                            OF ENVIROKARE TECH, INC.,
                              a Nevada corporation


     Pursuant to the provisions of the Nevada Revised Statutes, Envirokare Tech,
Inc., a Nevada  corporation,  adopts the following  amendment to its Articles of
Incorporation.

     1. The  undersigned  hereby  certifies  that on the 30th day of  September,
1999, a Special  Meeting of the Board of Directors was duly held and convened at
which there was present a quorum of the Board of Directors acting throughout all
proceedings,  and at which time the following resolution was duly adopted by the
Board of Directors:

     BE IT RESOLVED, that the Secretary of the corporation is hereby ordered and
     directed  to  obtain  at  least  a  majority  of the  voting  power  of the
     outstanding stock of the corporation for the following purpose:

     To amend Article VI to provide that the  capitalization  of the corporation
     be increased from 200,000,000  shares of common stock at $.001 par value to
     200,000,000  shares  of  Common  Stock,  par  value  $.001  per  share  and
     10,000,000 shares of Series A Convertible  Preferred Stock, par value $.001
     per share,  said preferred  shares shall be subject to those  designations,
     preferences,  and relative rights,  qualifications  and restrictions as the
     Board of Directors of this Corporation may designate from time to time.

     2. Pursuant to the provisions of the Nevada Revised Statutes, a majority of
the  stockholders  holding  issued  and  outstanding  shares of the  corporation
entitled to vote gave their written  consent to the adoption of the Amendment to
Article VI of the Articles of Incorporation as follows:

     ARTICLE VI. The authorized capitalization of this Corporation shall include
     the sum of  200,000,000  shares of Common  Stock at $.001 par  value,  said
     stock to carry full voting  power and the said shares shall be issued fully
     paid at such time as the Board of Directors may designate,  in exchange for
     cash, property,  services, the stock of other corporations or other values,
     rights or things,  and the  judgment  of the Board of  Directors  as to the
     value thereof shall be conclusive.  The authorized  capitalization  of this
     Corporation  shall also  include the sum of  10,000,000  shares of Series A
     Convertible Preferred Stock at $.001 par value, said stock to be subject to
     those designations,  preferences,  and relative rights,  qualifications and
     restrictions as the Board of Directors may designate from time to time.


<PAGE>


     IN WITNESS  WHEREOF,  the undersigned  being the President and Secretary of
Envirokare  Tech,  Inc., a Nevada  corporation,  hereunto affix their signatures
this 30th day of September, 1999.

Envirokare Tech, Inc.

By: /s/ Charles W. Thomas                        By: /s/ Charles W. Thomas
    --------------------------------                 ---------------------------
Its: Secretary                                       Its: President

STATE OF   Nevada          )
         ------------------
COUNTY OF  Clark                            )ss
          ----------------------------------
                                             )
--------------------------------------------

On this _7_ day of _Oct.  _,  _1999,  before me a notary  public in and for said
County and State,  personally appeared _Charles Thomas__,  known to me to be the
person  whose  name  is  subscribed  to the  foregoing  instrument,  and he duly
acknowledges to me that he executed the same for the purposes therein mentioned.

     IN WITNESS WHEREOF, I have set my hand and offered my official seal in said
County and State the day and year in this Certificate first above written.

                                                     /s/ Joanne Wiliams
                                                     ---------------------------
                                                     Notary Public

                                                         [NOTARY SEAL]


<PAGE>


                    CERTIFICATE OF DESIGNATIONS, PREFERENCES,
                     AND RELATIVE RIGHTS, QUALIFICATIONS AND
                    RESTRICTIONS OF THE SERIES A CONVERTIBLE
                               PREFERRED STOCK OF
                              ENVIROKARE TECH, INC.

                                   ----------

FILED #  CK1064-98

OCT 12, 1999

IN THE OFFICE OF                         Pursuant to Section 78.195 of the
                                  General Corporation Law of the State of Nevada

/s/ Dean Heller

DEAN HELLER SECRETARY OF STATE


     Envirokare  Tech, Inc., a corporation  organized and existing  pursuant to,
and by virtue of, the provisions of the General  Corporation Law of the State of
Nevada ("Corporation"),  specifies the designations,  preferences,  and relative
rights,  qualifications  and restrictions of its Series A Convertible  Preferred
Stock as follows:

     The undersigned hereby certifies that:

     1. He is the  duly  elected  and  acting  President  and  Secretary  of the
Corporation.

     2.  WHEREAS,  the  Certificate  of  Incorporation  of the  Corporation,  as
amended,  Authorizes the issuance of 10,000,000  shares of Preferred  Stock, par
value $.001 per share ("preferred shares"),  and,  additionally,  authorizes the
issuance of shares of Preferred Stock from time to time in one or more series as
may  from  time  to  time  be  determined  by  the  Board  of  Directors  of the
Corporation, each of those series to be distinctly designated, and on such terms
and for such  consideration  as shall be determined by the Board of Directors of
the  Corporation,  and,  additionally,  grants to the Board of  Directors of the
Corporation  the  authority to determine by resolution  or  resolutions  adopted
prior to the issuance of any shares of a particular  series of Preferred  Stock,
the voting powers, if any, and the designations, privileges, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
and restrictions thereof; and

     3. WHEREAS,  the Board of Directors of the Corporation,  pursuant to action
taken at a special  meeting of that Board of Directors  held on September  30th,
1999, has duly adopted the following resolutions authorizing the creation of and
issuance of a series of that Preferred Stock to be known as Series A Convertible
Preferred Stock; NOW, THEREFORE, IT IS:

     RESOLVED,  the Board of Directors of the Corporation  hereby determines and
fixes the number, designations,  preferences, privileges, rights and limitations
of that  series of the  Preferred  Shares  on the terms and with the  provisions
herein specified:


<PAGE>


     1.  Designation.  A series of Preferred  Stock of the Corporation is hereby
designated  "Series A  Convertible  Preferred  Stock"  consisting  initially  of
10,000,000 shares.

     2. Priority.  Shares of the Series A Convertible Preferred Stock shall rank
prior to the Corporation's Common Stock, $.001 per value share ("Common Stock"),
with respect to the payment of dividends and upon liquidation. Holders of Series
A  Convertible  Preferred  Stock,  by vote or written  consent of the holders of
sixty-six  and  two-thirds  percent  (66  2/3%) or more of the then  outstanding
Series A Convertible Preferred Stock, may elect from time to time to allow other
series or classes of Preferred Shares to rank senior to the Series A Convertible
Preferred Stock with respect to dividends,  assets or  liquidation.  The Company
may create additional  classes of capital stock,  increase the authorized number
of shares of Preferred  Stock or issue series of Preferred Stock which rank on a
parity with the Series A Convertible Preferred Stock with respect, in each case,
to the payment of dividends and amounts upon liquidation, dissolution or winding
up of the  Corporation  ("Parity  Stock")  without  the consent of any holder of
Series A Convertible Preferred Stock.

     3. Dividends.

     (a) The  Corporation  does not  anticipate  paying  dividends on either the
Preferred Shares or the Common Stock in the foreseeable future; but, rather, the
Corporation plans to retain earnings, if any, for the operation and expansion of
the business of the  Corporation.  Any payment of dividends  will be at the sole
and absolute  discretion of the Corporation's Board of Directors and will depend
upon,  among  other  things,  the  operating  and  financial  condition  of  the
Corporation, its capital requirements,  earnings, financial condition, amount of
indebtedness, contractual restrictions with respect to payment of dividends, and
other  factors.  Therefore,  there can be no assurance that any dividends on the
Series  A  Convertible  Preferred  Stock  will be paid in the  future.  Any such
dividends may be paid in cash,  property or shares of the  Corporation's  Common
Stock.

     (b) In the  event  the  Board  of  Directors  of the  corporation  declares
dividends on the Series A Convertible  Preferred  Stock,  no dividends  shall be
payable on any shares of any class of the  Corporation's  capital  stock ranking
junior and  subordinate  to the Series A Convertible  Preferred  Stock as to the
payment of dividends,  unless all accrued  dividends on the Series A Convertible
Preferred Stock to the record date of the proposed dividends on the junior class
and  subordainate  shall  have  been paid or have  been  declared  and an amount
sufficient for the payment of those dividends reserved.

     (c) Upon any conversion of any shares Series A Convertible Preferred Stock,
as  described  in Section 6 hereof,  the  holders  thereof  shall be entitled to
receive in cash any accumulated,  accrued or unpaid dividends in respect of such
shares of the Series A Convertible Preferred Stock.


                                       2
<PAGE>


     4. Liquidation Preference.

     (a) In the  event of any  liquidation,  dissolution  or  winding  up of the
affairs of the Corporation,  whether voluntary or involuntary,  after payment or
provision for payment of the debts and other liabilities of the Corporation, the
holders of shares of the Series A Convertible  Preferred Stock shall be entitled
to  receive,  out of the  assets of the  Corporation,  whether  such  assets are
capital or surplus and whether or not any  dividends  as such are  declared,  an
amount equal to all accrued and unpaid  dividends  thereon to the date fixed for
distribution,  and no more, before any distribution shall be made to the holders
of the  Common  Stock or any other  class of shares  or series  thereof  ranking
junior and subordinate to the Series A Convertible  Preferred Stock with respect
to the distribution of assets.

     (b) For  purposes  of this  Section  4, a merger  or  consolidation  of the
corporation with or into any other corporation or corporations, or the merger of
any other corporation or corporations with or into the Corporation,  or the sale
of all or  substantially  all of the  assets  of the  Corporation,  or any other
corporate  reorganization,  in which  consolidation,  merger,  sale of assets or
reorganization the stockholders of the corporation receive distributions in cash
or  securities  of  another  corporation  or  corporations  as a result  of such
consolidation,  merger, sale of assets or reorganization,  shall be treated as a
liquidation,   dissolution  or  winding  up  of  the  Corporation,   unless  the
stockholders  of the  Corporation  holding more than fifty  percent (50%) of the
voting equity securities of the successor or surviving  corporation  immediately
following such consolidation, merger, sale of assets or reorganization, in which
case such consolidation,  merger, sale of assets or reorganization  shall not be
treated as a liquidation,  dissolution, or winding up within the meaning of this
Section 4.

     (c) Written notice of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the  Corporation,  specifying a payment date and
the place where the  distributive  amounts  shall be payable,  shall be given by
mail, postage prepaid,  not less than thirty (30) days prior to the payment date
elected therein, to the holders of record of the Series A Convertible  Preferred
Stock at their respective addresses as the same shall appear on the books of the
Corporation.

     (d) No payment on account of such liquidation, dissolution or winding up of
the  affairs  of the  Corporation  shall be made to the  holders of any class or
series of  capital  stock  ranking  on a parity  with the  Series A  Convertible
Preferred  Stock in respect of the  distribution  of assets,  unless there shall
also  be paid at the  same  time to the  holders  of the  Series  A  Convertible
Preferred  Stock  similar  proportionate   distributive  amounts,   ratably,  in
proportion  to the fully  distributive  amounts to which they and the holders of
such parity stock are  respectively  entitled with respect to such  preferential
distribution.

     5.  Voting  Rights.  Except as  otherwise  provided  by the Nevada  General
Corporation  Law, or as  specified  in  Sections 2 and 8 hereof,  the holders of
Series A  Convertible  Preferred  Stock  shall have voting  powers,  of ten (10)
shares of the Corporation's common stock either general or special.


                                       3
<PAGE>


     6. Conversion.

     6.1  Voluntary  Conversion.  Each share of Series A  Convertible  Preferred
Stock shall be convertible,  at the option of the holder thereof,  into ten (10)
shares  of the  Common  Stock at any time  within  two (2)  years of the date of
purchase of each share of such Series A Convertible  Preferred  Stock,  at which
time the conversion right will terminate.

     6.2 Mandatory  Conversion.  The Corporation  shall have the right to compel
conversion of the Series A Convertible  Preferred  Stock into ten (10) shares of
the Common Stock at any time at the sole discretion of the Corporation.

     6.3  Mechanics  of  Conversion.  Before any holder of Series A  Convertible
Preferred Stock shall be entitled to convert the same into full shares of Common
Stock and to receive  certificates  therefor,  the holder  shall  surrender  the
certificate or certificates representing and evidencing the Series A Convertible
Preferred  Stock,  duly endorsed,  at the office of the  Corporation,  or of the
Corporation  shall have  appointed a transfer agent for the Series A Convertible
Preferred  Stock, at the office of such transfer  agent,  and shall give written
notice to the  Corporation  at either  such  office  that the  holder  elects to
convert  the  same;  provided,  however,  that  in the  event  of any  mandatory
conversion  pursuant to Section 6.2 above,  the  outstanding  shares of Series A
Convertible Preferred Stock shall be converted automatically without any further
action  by  the  holders  of  such  shares,  whether  or  not  the  certificates
representing  such shares are  surrendered  to the  Corporation  or its transfer
agent, if any; and provided, further, however, that the corporation shall not be
obligated to issue  certificates  evidencing the shares of Common Stock issuable
upon such mandatory conversion unless the certificates evidencing such shares of
Series A Convertible  Preferred Stock are either delivered to the Corporation or
its  transfer  agent,  if any, as provided  above,  or the holder  notifies  the
Corporation  or its transfer  agent,  if any, that such  certificates  have been
lost,  stolen  or  destroyed  and  executes  an  agreement  satisfactory  to the
Corporation  to  indemnify  the  Corporation  from  any loss  incurred  by it in
connection with such certificates. The Corporation shall, as soon as practicable
after such delivery, or such agreement and indemnification in the case of a lost
certificate,  issue  and  deliver  at such  office  to such  holder  of Series A
Convertible  Preferred  Stock, a certificate or  certificates  for the number of
shares of Common Stock to which the holder shall be entitled as specified above.
The person or persons  entitled to receive the shares of Common  Stock  issuable
upon any such conversion  shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on such date.

     6.4. Adjustments for Subdivisions, Combinations or Consolidations of Common
Stock. If the outstanding shares of Common Stock are subdivided (by stock split,
stock dividend or  otherwise),  into a greater number of shares of Common Stock,
the  number  of  shares  of  Common  Stock  into  which  each  share of Series A
Convertible  Preferred  Stock  may be  converted  shall,  concurrently  with the
effectiveness of such subdivision,  be proportionately  increased.  In the event
the  outstanding  shares of Common Stock shall be combined or  consolidated,  by
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
the number of shares of Common  Stock  which each share of Series A  Convertible
Preferred Stock may be converted into shall, concurrently with the effectiveness
of such combination or consolidation, be proportionately decreased.


                                       4
<PAGE>


     6.5 Adjustments for Reclassification,  Exchange and Substitution. Except as
provided in Section 4 of this Certificate, upon any liquidation,  dissolution or
winding up of the  Corporation,  if the Common Stock issuable upon conversion of
the Series A Convertible Preferred Stock is changed into the same or a different
number of shares of any other  class or  classes  of stock,  whether  by capital
reorganization,  reclassification  or  otherwise  (other than a  subdivision  or
combination of shares provided for above),  the number of shares of Common Stock
into which each share of Series A Convertible  Preferred  Stock may be converted
shall,   concurrently   with  the   effectiveness  of  such   reorganization  or
reclassification, be proportionately adjusted such that the Series A Convertible
Preferred  Stock shall be  convertible  into, in lieu of the number of shares of
Common Stock which the holders would otherwise have been entitled to receive,  a
number of shares of such  other  class or  classes  of stock  equivalent  to the
number of shares of Common  Stock that would have been subject to receipt by the
holders upon conversion of the Series A Convertible  Preferred Stock immediately
before the change.

     6.6 Reorganization,  Mergers,  Consolidations or Sales of Assets. If at any
time or from time to time there is a capital  reorganization of the Common Stock
(other  than  a  subdivision,  combination,   consolidation,   reclassification,
substitution or exchange of shares provided for elsewhere in this Section 6), or
a merger or consolidation  of the Corporation with or into another  corporation,
or the sale of all or  substantially  all of the  Corporation's  properties  and
assets  to any  other  person,  then,  as part of such  reorganization,  merger,
consolidation, or sale, provision, shall be made so that the holders of Series A
Convertible  Preferred  Stock  shall  thereafter  be  entitled  to receive  upon
conversion of the Series A Convertible  Preferred Stock, the number of shares of
stock or other  securities or property of the  Corporation,  or of the successor
corporation  resulting  from such merger or  consolidation  or sale,  to which a
holder of Common Stock  deliverable  upon conversion would have been entitled on
such capital reorganization,  merger, consolidation,  or sale. In any such case,
appropriate  adjustment  shall be made in the  application  of the provisions of
this  Section 6 with  respect  to the  rights  of the  holders  of the  Series A
Convertible Preferred Stock after the reorganization,  merger, consolidation, or
sale so that the  provisions  of this Section 6 shall be  applicable  after that
event as nearly equivalent as may be practicable.

     6.7 No Impairment. Except as provided in Section 7 of this Certificate, the
Corporation  shall not, by amendment of its Articles of Incorporation or through
any  reorganization,  transfer of assets,  consolidation,  merger,  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 will at all times in good  faith
assist in the  carrying out of all the  provisions  of this Section 6 and in the
taking of all such action as may be necessary as appropriate in order to protect
the conversion rights of the holders of the Series A Convertible Preferred Stock
against impairment.

     7.  Status of  Converted  Stock.  If any  shares  of  Series A  Convertible
Preferred  Stock are converted  pursuant to Section 6 of this  Certificate,  the
shares so  converted  shall be retired and shall  thereafter  have the status of
authorized and unissued shares of Preferred  Shares which may be reissued by the
Corporation at any time as shares of any series of Preferred Shares.


                                       5
<PAGE>


     8. Restrictions and Limitations.

     (a) At such time as shares of Series A Convertible  Preferred  Stock remain
outstanding,  the Corporation  shall not, without the vote or written consent of
the holders of at least  sixty-six and two-thirds  percent (66 2/3%) of the then
outstanding shares of Series A Convertible Preferred Stock:

          (i) Redeem,  purchase  or  otherwise  acquire for value,  any share or
     shares  of  Series  A  Convertible  Preferred  Stock,   otherwise  than  by
     conversion in accordance with Section 6 of this Certificate;

          (ii) Authorize or issue, or obligate itself to issue, any other equity
     security  (including any security  convertible  into or exercisable for any
     equity  security)  senior to or on a parity  with the Series A  Convertible
     Preferred  Stock  as to  dividend  or  conversion  rights  and  liquidation
     preferences;

          (iii)  Effect  any  sale,  lease,   assignment,   transfer,  or  other
     conveyance of all or substantially  all of the assets of the Corporation or
     any of its  subsidiaries,  or any  consolidation  or merger  involving  the
     Corporation or any of its subsidiaries,  or any  reclassification  or other
     change of any stock, or any recapitalization of the Corporation; or

          (iv) Increase or decrease (other than by conversion) the total numbers
     of authorized shares of Series A Convertible Preferred Stock.

     (b) The Corporation  shall not amend its Articles of Incorporation  without
the  approval,  by vote or  written  consent,  by the  holders of 66 2/3% of the
Series A Convertible  Preferred  Stock, if such amendment  would amend,  modify,
annul, supersede, or otherwise change any of the rights, preferences, privileges
of, or  limitations  provided  for herein  for the  benefit of any shares of the
Series A Convertible  Preferred  Stock.  Without  limiting the generality of the
preceding sentence, the Corporation will not amend its Articles of Incorporation
without the  approval by the holders of  sixty-six  and  two-thirds  percent (66
2/3%) of the Series A Convertible Preferred Stock, if such amendment would:

          (i)  Reduce  the  amount  payable  to  the  holders  of the  Series  A
     Convertible Preferred Stock upon the voluntary or involuntary  liquidation,
     dissolution,  or  winding  up  the  Corporation,  or  change  the  relative
     seniority  of the  liquidation  preferences  of the holders of the Series A
     Convertible  Preferred Stock to the rights upon  liquidation of the holders
     of any other capital stock of the Corporation; or


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<PAGE>


     (ii)  Cancel or modify the  conversion  rights of the Series A  Convertible
Preferred Stock provided for in Section 6 of this Certificate.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Designations,  Preferences and Relative Rights,  Qualifications and Restrictions
of the Series A Convertible Preferred Stock to be duly executed by its President
and attested to by its Secretary and has caused its corporate seal to be affixed
hereto, this 30th day of September, 1999.

(Corporate Seal)


                                                           /s/ Charles W. Thomas
                                                           ---------------------
                                                           President


ATTEST:  /s/ Charles W. Thomas
         ---------------------
         Secretary

     The undersigned, President and Secretary if Envirokare Tech, Inc., a Nevada
corporation,  declares  under  penalty of perjury under the laws of the State of
Nevada that the matters set out in the foregoing Certificate are true of his own
knowledge.

     Executed at Las Vegas, Nevada on September 30th, 1999.

Oct. 7, 1999                                               /s/ Charles W. Thomas
Clark County                                               ---------------------
State Nevada                                               President
Joanne Williams
                                                           /s/ Charles W. Thomas
                                                           ---------------------
                                                           Secretary

                                  [NOTARY SEAL]


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