VSOURCE, INC.

                           Certificate of Designation

           Robert C. McShirley and Sandford T. Waddell, certify that:



A.   They are the duly elected and acting President and Secretary, respectively,
     of Vsource, Inc., a Nevada corporation (the "Company");

B.   The  following  resolution,  which  sets  forth  the  rights,  preferences,
     privileges and  restrictions of the Series 2-A Convertible  Preferred Stock
     of the  Company  determined  by the Board of  Directors  of the  Company in
     accordance with the  authorization  contained in the Company's  Articles of
     Incorporation,  as  amended,  was duly  adopted  by the Board by  unanimous
     written consent dated as of July 27, 2000:

             AUTHORIZATION OF SERIES 2-A CONVERTIBLE PREFERRED STOCK

          Resolved that the Board of Directors hereby  determines that 2,100,000
     shares  of  Class  A  Preferred  Stock  shall  be  designated  "Series  2-A
     Convertible Preferred Stock" and that such Series 2-A Convertible Preferred
     Stock  shall have the  rights,  preferences,  privileges  and  restrictions
     hereinafter set forth:

               DESIGNATION OF SERIES 2-A CONVERTIBLE PREFERRED STOCK

          1.   Designation.
               -----------

          This series of Class A Preferred Stock shall be designated "Series 2-A
Convertible  Preferred  Stock,"  par  value  $0.01  per  share  ("Series  2-A
Preferred").

          2.   Authorized  Number.
               ------------------

          The  number  of authorized shares of Series 2-A Preferred shall be two
million  one  hundred  thousand  (2,100,000)  shares.


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          3.   Dividends.
               ---------

          The  holders of shares of Series 2-A Preferred Stock shall be entitled
to  receive,  out  of any assets legally available therefor, and when, as and if
declared  by  the Board of Directors, noncumulative dividends in an amount equal
to  eight  percent  (8%)  of  the Original Issue Price (defined below) per share
annually.  No  dividend  may be declared and paid upon shares of Common Stock in
any  fiscal  year  of  the  Corporation unless dividends of eight percent of the
Original  Issue  Price  (defined  below)  per  share has first been paid upon or
declared  and  set  aside for payment to the holders of the shares of Series 2-A
Preferred  Stock  for  such  fiscal  year  of the Corporation.  No undeclared or
unpaid  dividend  shall  ever  bear  interest.

          4.   Liquidation  Preference.
               -----------------------

               a.     In the event of any liquidation, dissolution or winding up
     of the  Corporation,  either  voluntary or involuntary,  each holder of the
     Series 2-A  Preferred  Stock shall be  entitled  to  receive,  prior and in
     preference to any distribution of any of the assets or surplus funds of the
     Corporation to the holders of the Common Stock by reason of their ownership
     thereof,  a  preference  amount  for each  outstanding  share of Series 2-A
     Preferred  Stock  held by such  holder  equal  to the sum of (A) the  price
     originally paid to the Corporation for that outstanding share of Series 2-A
     Preferred  Stock (the "Original Issue Price") at the same time and with the
     same  priority as the  payment to the  holders of the Series 1-A  Preferred
     Stock of $2.50 for each outstanding share of Series 1-A Preferred Stock and
     (B) an amount equal to declared but unpaid dividends on such share, if any,
     but only to the  extent of the  Company's  retained  earnings.  If upon the
     occurrence of such event, the assets and funds thus  distributed  among the
     holders  of the  Series 1-A  Preferred  Stock and the Series 2-A  Preferred
     Stock shall be  insufficient  to permit the payment to such  holders of the
     full preferential amount each such holder is entitled to receive,  then the
     entire  assets  and  funds  of  the  Corporation   legally   available  for
     distribution shall be distributed among such holders and the holders of the
     Series 1-A Preferred  Stock in proportion to the full  preferential  amount
     each such holder is otherwise entitled to receive.

               b.     After  payment  to the holders of the Series 2-A Preferred
     Stock and the Series 1-A  Preferred  Stock of the amounts to which they are
     entitled to be paid prior and in preference to any  distribution  of any of
     the assets or surplus funds of the Corporation to the holders of the Common
     Stock by reason of their ownership thereof,  the remaining assets and funds
     of the Corporation  legally  available for  distribution,  if any, shall be
     distributed among the holders of the Common Stock, the Series 1-A Preferred
     Stock and the  Series 2-A  Preferred  Stock pro rata based on the number of
     shares of Common Stock held by each (assuming conversion of all such Series
     2-A  Preferred  Stock  pursuant to Paragraph 7 below and of all such Series
     1-A  Preferred  Stock  pursuant  to  Paragraph  7  of  the  Certificate  of
     Designation creating the Series 1-A Preferred Stock ).


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<PAGE>
               c.     For purposes of this Section 4, a liquidation, dissolution
     or winding up of the Corporation shall be deemed to be occasioned  by or to
     include (i) the  acquisition of the  Corporation by another entity by means
     of any transaction or series of related  transactions  (including,  without
     limitation, any reorganization,  merger or consolidation but, excluding any
     merger effected exclusively for the purpose of changing the domicile of the
     Corporation),  or (ii) a sale of all or substantially  all of the assets of
     the  Corporation;  unless  the  Corporation's  shareholders  of  record  as
     constituted immediately prior to such acquisition or sale will, immediately
     after  such  acquisition  or  sale  (by  virtue  of  securities  issued  as
     consideration for the Corporation's  acquisition or sale or otherwise) hold
     a majority of the voting power of the surviving or acquiring entity. In any
     of such events, if the consideration  received by the Corporation  received
     is other than cash,  its value will be deemed its fair  market  value.  The
     fair market value of common  stock which is publicly  traded on an exchange
     or the  NASDAQ  National  Market  System or Small Cap  Market  shall be the
     average of the daily  market  prices of that stock over the 20  consecutive
     trading  days  immediately  preceding  (and  not  including)  the  date the
     Corporation or its shareholders  receive such stock. The daily market price
     for each  trading  day shall be: (A) the  closing  price on that day on the
     principal exchange on which such common stock is then listed or admitted to
     trading or on NASDAQ, as applicable;  or (B) if no sale takes place on that
     day on such exchange or NASDAQ, the average of the official closing bid and
     asked  prices for that  stock.  Otherwise,  the fair  market  value of such
     consideration  shall be  determined in good faith by the Board of Directors
     and provided in writing by the Corporation to the holders of the Series 2-A
     Preferred  Stock  within  five (5) days of the date of such  determination;
     provided,  however,  that the fair market value of such consideration shall
     be determined by appraisal in accordance  with the following  provisions if
     the holders of at least two-thirds of then outstanding Series 2-A Preferred
     Stock object in writing to the Board of Director's  determination within 15
     days of their  receipt  of  notice  of such  determination  by the Board of
     Directors.  A single  appraiser shall selected  jointly by the holders of a
     majority  of the Series 2-A  Preferred  Stock and the  Corporation.  If the
     holders of the Series 2-A Preferred Stock and the Corporation are unable to
     agree on an  appraiser  within  twenty (20) days of the Board of  Directors
     receiving  notice of such  holders'  objection  to the Board of  Directors'
     determination,  each  shall  immediately  appoint  an  appraiser  who shall
     determine such fair market value. If the lower of the appraised fair market
     values is not less than ninety  percent (90%) of the higher  appraised fair


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<PAGE>
     market value,  the final fair market value of such  consideration  shall be
     the average of the appraised  values.  If the lower of the appraised values
     is less than  ninety  percent  (90%) of the higher  appraised  values,  the
     original  appraisers  shall appoint a final appraiser who shall pick one of
     the two prior values determined by the first two appraisers.  All appraisal
     reports  shall be  completed  no later  than  sixty  (60)  days  after  the
     appointment  of  the  appraiser  engaged  to  render  such  appraisal.  All
     appraisal  fees  and  costs  shall  be paid by the  Corporation;  provided,
     however,  that if the final  appraised  value is no more  than ten  percent
     (10%) higher than that  determined  by the Board,  the  appraisal  fees and
     costs shall be subtracted from the liquidation preference to be paid to the
     holders of the Series 2-A Preferred Stock.

          5.   Redemption.
               ----------

               a.     Redemption  at  the  Option  of  the  Corporation.  The
                      -------------------------------------------------
     Corporation  shall not have the right to call or redeem  any  shares of the
     Series 2-A Preferred Stock.

               b.     Redemption  at  the Option of the Holders.  The holders of
                      -----------------------------------------
     the  Series 2-A  Preferred  Stock  shall not have any right to require  the
     Corporation  to redeem all or any part of the Series  2-A  Preferred  Stock
     held by them.

          6.   Voting  Rights.  The  holder  of  each  share  of  Series  2-A
               --------------
Preferred  Stock shall have the right to one vote for each share of Common Stock
into  which  such  Series  2-A Preferred Stock could then be converted (with any
fractional  share determined on an aggregate conversion basis being rounded down
to  the  nearest  whole share), and with respect to such vote, such holder shall
have  full voting rights and powers equal to the voting rights and powers of the
holders  of  Common  Stock, and shall be entitled, notwithstanding any provision
hereof, to notice of any shareholders' meeting in accordance with the by-laws of
the  Company,  and  shall  be  entitled to vote, together with holders of Common
Stock,  with respect to any question upon which holders of Common Stock have the
right  to  vote.

          7.   Conversion.
               ----------

          The  holders  of  the Series 2-A Preferred Stock shall have conversion
rights  as  follows  (the  "Conversion  Rights"):

               a.     Right  to  Convert.  Each  share  of  Series 2-A Preferred
                      ------------------
     Stock shall be  convertible,  at the option of the holder  thereof,  at any
     time  after  the date of  issuance  of such  share,  at the  office  of the
     Corporation or any transfer agent for such stock, into such number of fully
     paid and nonassessable  shares of Common Stock as is determined by dividing
     the  Original  Issue  Price  by  the  then  applicable   Conversion  Price,
     determined as hereinafter  provided,  in effect on the date the certificate
     evidencing such share is surrendered for conversion. The initial Conversion
     Price per share for Series 2-A  Preferred  Stock (the  "Conversion  Price")
     shall be the Original Issue Price.  Such initial  Conversion Price shall be
     adjusted as hereinafter provided.


                                      - 4 -
<PAGE>
               b.     Automatic  Conversion.  Each share of Series 2-A Preferred
                      ---------------------
     Stock shall  automatically  be converted into shares of Common Stock at the
     then  effective  Conversion  Price  as  provided  in  Section  7.a.  above,
     immediately  upon the  closing of a public  offering  of the  Corporation's
     Common Stock with aggregate  gross proceeds of at least  $20,000,000  and a
     per share price to the public of at least Thirteen Dollars ($13.00),  or at
     the  election  of the holders of a majority  of the  outstanding  shares of
     Series 2-A Preferred Stock.

               c.     Mechanics  of Conversion.  Before any holder of Series 2-A
                      ------------------------
     Preferred Stock shall be entitled to convert the same into shares of Common
     Stock, such holder shall surrender the certificate or certificates thereof,
     duly  endorsed,  at the office of the  Corporation or of any transfer agent
     for such stock,  and shall give written  notice to the  Corporation at such
     office  that it elects to  convert  the same and shall  state  therein  the
     number of shares to be  converted  and the name or names in which it wishes
     the  certificate or  certificates  for shares of Common Stock to be issued.
     The Corporation shall, as soon as practicable thereafter, issue and deliver
     at such office to such holder a certificate or certificates  for the number
     of shares of Common  Stock to which such  holder  shall be  entitled.  Such
     conversion shall be deemed to have been made immediately prior to the close
     of business on the date of surrender of the shares of Series 2-A  Preferred
     Stock to be  converted,  and the person or persons  entitled to receive the
     shares of Common Stock issuable upon such  conversion  shall be treated for
     all purposes as the record holder or holders of such shares of Common Stock
     on such date.

               d.     Conversion  Price Adjustments.  The Conversion Price shall
                      -----------------------------
     be  subject  to  the  following  adjustments:

                    (1)     Adjustment  for  Stock  Splits and Combinations.  If
                            -----------------------------------------------
          the  Corporation  at any time or from  time to time  after  the  first
          issuance of Series 2-A Preferred Stock (the "Purchase Date") effects a
          subdivision  of the  outstanding  Common  Stock,  by  stock  split  or
          otherwise, the Conversion Price then in effect immediately before that
          subdivision shall be proportionately  decreased;  and, conversely,  if
          the  Corporation  at any time or from time to time after the  Purchase
          Date combines the outstanding shares of Common Stock, by reverse stock
          split or otherwise,  the Conversion  Price then in effect  immediately
          before  that  combination  shall  be  proportionately  increased.  Any
          adjustment under this Section d(1) shall become effective at the close
          of  business  on the  date  the  subdivision  or  combination  becomes
          effective.


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<PAGE>
                    (2)     Adjustment  for Certain Dividends and Distributions.
                            ---------------------------------------------------
          In the event the  Corporation  at any time or from time to time  after
          the  Purchase  Date  either  makes,  or  fixes a  record  date for the
          determination  of holders  of Common  Stock  entitled  to  receive,  a
          dividend or other distribution  payable in additional shares of Common
          Stock, then and in each such event the Conversion Price then in effect
          shall be  decreased  as of the time of such  issuance or, in the event
          such a record  date is  fixed,  as of the  close of  business  on such
          record date, by multiplying  the Conversion  Price then in effect by a
          fraction  (1) the  numerator of which is the total number of shares of
          Common Stock issued and outstanding  immediately  prior to the time of
          such  issuance on the close of business on such record  date,  and (2)
          the  denominator  of which shall be (i) the total  number of shares of
          Common Stock issued and outstanding  immediately  prior to the time of
          such  issuance  or the close of business on such record date plus (ii)
          the  number of shares of Common  Stock  issuable  in  payment  of such
          dividend or distribution;  provided, however, that if such record date
          is fixed and such  dividend is not fully paid or if such  distribution
          is not fully made on the date fixed  therefor,  the  Conversion  Price
          shall be  recomputed  accordingly  as of the close of business on such
          record date or date fixed therefor and thereafter the Conversion Price
          shall be  adjusted  pursuant  to this  Section  d(2) as of the time of
          actual payment of such dividend or  distribution.  For purposes of the
          foregoing formula,  "the total number of shares of Common Stock issued
          and  outstanding"  on a particular date shall include shares of Common
          Stock issuable upon conversion of stock or securities convertible into
          Common Stock and the  exercise of warrants,  options or rights for the
          purchase of Common Stock which are outstanding on such date.

                    (3)     Adjustments  for  Other Dividends and Distributions.
                            ---------------------------------------------------
          In the event the  Corporation  at any time or from time to time  after
          the Purchase Date makes, or fixes a record date for the  determination
          of holders of Common  Stock  entitled to receive,  a dividend or other
          distribution  payable  in  securities  of the  Corporation  other than
          shares of Common Stock,  then and in each such event,  provision shall
          be made so that each  Holder  of  Series  2-A  Preferred  Stock  shall
          receive upon conversion  thereof,  in addition to the number of shares
          of Common Stock receivable thereupon,  the amount of securities of the
          Corporation  which it would have  received had the Holder's  shares of
          Series 2-A Preferred  Stock been converted into Common Stock as of the
          date of such event and had it  thereafter,  during the period from the
          date of such event to and  including  the date of  exercise,  retained
          such  securities  receivable  by it as  aforesaid  during such period,
          subject to all other  adjustments  called for during such period under
          this Section 5 with respect to the rights of such Holder.


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<PAGE>
                    (4)     Adjustment  for  Recapitalization, Reclassification,
                            ----------------------------------------------------
          or Exchange.  If the Common Stock  issuable upon the conversion of the
          -----------
          Series 2-A  Preferred  Stock is changed  into the same or a  different
          number of shares of any class or classes of stock of the  Corporation,
          whether by recapitalization, reclassification or other exchange (other
          than a subdivision or combination of shares,  or a stock dividend or a
          reorganization,  merger, consolidation or sale of assets, provided for
          elsewhere  in this  Section d), then and in any such event each Holder
          of Series  2-A  Preferred  Stock  shall have the right  thereafter  to
          convert  the  Series 2-A  Preferred  Stock into the kind and amount of
          stock  and  other   securities  and  property   receivable  upon  such
          recapitalization, reclassification or other exchange by holders of the
          number of shares of Common  Stock  into  which the number of shares of
          Series 2-A  Preferred  Stock then by such  Holder  could be  converted
          immediately prior to such recapitalization,  reclassification or other
          exchange, all subject to further adjustment as provided herein.

                    (5)     Reorganizations, 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  or
          combination  of  shares  or a stock  dividend  or a  recapitalization,
          reclassification  or other exchange of shares,  provided for elsewhere
          in this  Section d) 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  assets to any other person,  then, as a part
          of  such  capital  reorganization,   merger,  consolidation  or  sale,
          provision  shall  be  made so  that  each  Holder  of the  Series  2-A
          Preferred   Stock  shall   thereafter  be  entitled  to  receive  upon
          conversion of the Series 2-A  Preferred  Stock the number of shares of
          stock or other  securities or property of the  Corporation,  or of the
          successor  corporation  resulting  from such  capital  reorganization,
          merger,  consolidation  or sale,  to which a holder  of the  number of
          shares of Common Stock  deliverable upon such exercise 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 d with respect to the
          rights of each Holder of Series 2-A Preferred  Stock after the capital
          reorganization,  merger,  consolidation  or sale to the end  that  the
          provisions  of  this  Section  d  (including   the  number  of  shares
          deliverable  upon conversion of the Series 2-A Preferred  Stock) shall
          continue  to be  applicable  after  that  event and shall be as nearly
          equivalent to the provisions hereof as may be practicable.


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<PAGE>
                    (6)    Sale  of  Shares  Below  Conversion  Price.
                           ------------------------------------------

                         (a)     If  at  any time or from time to time after the
               Purchase Date, the  Corporation  issues or sells, or is deemed by
               the express  provisions  of this  Section  d(6) to have issued or
               sold, Additional Shares of Common Stock (as hereinafter defined),
               other than as a dividend  or other  distribution  on any class of
               stock  as  provided  in  Section  d(2)  and  other  than  upon  a
               subdivision  or combination of shares of Common Stock as provided
               in Section d(1), for an Effective Price (as hereinafter  defined)
               less than the then existing  Conversion  Price,  then and in each
               such case the then existing Conversion Price shall be reduced, as
               of the opening of business on the date of such issue or sale,  to
               a price  determined by  multiplying  that  Conversion  Price by a
               fraction the numerator of which shall be (A) the number of shares
               of Common Stock  outstanding  at the close of business on the day
               next  preceding  the date of such  issue  or  sale,  plus (B) the
               number   of  shares  of   Common   Stock   which  the   aggregate
               consideration  received (or by the express  provisions  hereof is
               deemed to have been  received) by the  Corporation  for the total
               number  of  Additional  Shares of  Common  Stock so issued  would
               purchase at such Conversion  Price, plus (C) the number of shares
               of Common  Stock  underlying  Other  Securities  (as  hereinafter
               defined) and the  denominator of which shall be (X) the number of
               shares of Common  Stock  outstanding  at the close of business on
               the date of such  issue  after  giving  effect  to such  issue of
               Additional  Shares of Common Stock, plus (Y) the number of shares
               of Common Stock  underlying the Other  Securities at the close of
               business on the date of such issue or sale.


                                      - 8 -
<PAGE>
                         (b)     For  the  purpose  of  making  any  adjustment
               required under this Section d(6), the  consideration  received by
               the Corporation for any issue or sale of securities  shall (A) to
               the extent it  consists of cash be computed at the amount of cash
               received  by the  Corporation,  (B) to the extent it  consists of
               property  other than cash,  be computed at the fair value of that
               property as determined in accordance with the procedure set forth
               in Section 4.c.  above,  and (C) if  Additional  Shares of Common
               Stock,  Convertible Securities (as hereinafter defined) or rights
               or options to purchase either  Additional  Shares of Common Stock
               or Convertible  Securities are issued or sold together with other
               stock or  securities  or other  assets of the  Corporation  for a
               consideration  which covers  both,  be computed as the portion of
               the  consideration so received that may be reasonably  determined
               in good  faith by the Board to be  allocable  to such  Additional
               Shares  of  Common  Stock,  Convertible  Securities  or rights or
               options under the procedure set forth in Section 4.c. above.

                         (c)     For  the  purpose  of  the  adjustment required
               under this Section d(6), if the  Corporation  issues or sells any
               rights  or  options  for the  purchase  of,  or  stock  or  other
               securities  convertible  into,  Additional Shares of Common Stock
               (such convertible stock or securities being hereinafter  referred
               to as  "Convertible  Securities")  and if the Effective  Price of
               such  Additional   Shares  of  Common  Stock  is  less  than  the
               Conversion   Price  then  in  effect,   then  in  each  case  the
               Corporation  shall be  deemed  to have  issued at the time of the
               issuance of such rights or options or Convertible  Securities the
               maximum number of Additional Shares of Common Stock issuable upon
               exercise  or   conversion   thereof  and  to  have   received  as
               consideration  for the issuance of such shares an amount equal to
               the total amount of the  consideration,  if any,  received by the
               Corporation  for  the  issuance  of such  rights  or  options  or
               Convertible  Securities,  plus,  in the  case of such  rights  or
               options, the minimum amounts of consideration, if any, payable to
               the  Corporation  upon the  exercise  of such  rights or options,
               plus, in the case of Convertible Securities,  the minimum amounts
               of consideration,  if any, payable to the Corporation (other than
               by cancellation  of liabilities or obligations  evidenced by such
               Convertible  Securities) upon the conversion  thereof. No further
               adjustment of the Conversion Price, adjusted upon the issuance of
               such rights, options or Convertible Securities,  shall be made as
               a result of the actual  issuance of  Additional  Shares of Common
               Stock  on the  exercise  of any such  rights  or  options  or the
               conversion of any such Convertible Securities. If any such rights
               or options or the  conversion  privilege  represented by any such
               Convertible   Securities   shall  expire   without   having  been
               exercised,  the  Conversion  Price  adjusted upon the issuance of


                                      - 9 -
<PAGE>
               such  rights,   options  or  Convertible   Securities   shall  be
               readjusted  to the  Conversion  Price  which  would  have been in
               effect  had an  adjustment  been made on the basis  that the only
               Additional  Shares of Common Stock so issued were the  Additional
               Shares of Common Stock,  if any,  actually  issued or sold on the
               exercise  of such  rights or options or rights of  conversion  of
               such Convertible Securities, and such Additional Shares of Common
               Stock, if any, were issued or sold for the consideration actually
               received  by  the  Corporation  upon  such  exercise,   plus  the
               consideration,  if any,  actually received by the Corporation for
               the  granting  of all such  rights  or  options,  whether  or not
               exercised, plus the consideration received for issuing or selling
               the  Convertible   Securities   actually   converted,   plus  the
               consideration,  if  any,  actually  received  by the  Corporation
               (other  than  by   cancellation  of  liabilities  or  obligations
               evidenced by such  Convertible  Securities)  on the conversion of
               such Convertible Securities.

                         (d)     "Additional  Shares of Common Stock" shall mean
               all shares of Common  Stock issued by the  Corporation  after the
               Purchase Date, whether or not subsequently  reacquired or retired
               by the Corporation, other than: (A) shares of Common Stock issued
               upon  conversion of the Series 2-A  Preferred  Stock or any other
               options or  warrants or  convertible  securities  outstanding  or
               issuable  on the  Purchase  Date;  (B)  shares  of  Common  Stock
               issuable or issued to the directors, officers and employees of or
               consultants  to the  Corporation;  (C)  shares  of  Common  Stock
               issuable or issued as part of an acquisition  by the  Corporation
               of all of or  certain  assets  (including  technology  rights) or
               shares of another  company or entity whether  through a purchase,
               merger,  exchange,  reorganization  or the  like;  (D)  shares of
               Common Stock issuable or issued  pursuant to equipment  financing
               or  leasing  arrangements;  or  (E)  shares  issued  in a  public
               offering of the Corporation's  securities.  The "Effective Price"
               of  Additional  Shares of Common  Stock  shall mean the  quotient
               determined by dividing the total number of  Additional  Shares of
               Common  Stock  issued or sold,  or deemed to have been  issued or
               sold  by the  Corporation  under  this  Section  d(6),  into  the
               aggregate consideration received, or deemed to have been received
               by the  Corporation  for such issue under this Section d(6),  for
               such Additional Shares of Common Stock.  "Other  Securities" with
               respect to an issue or sale of Additional  Shares of Common Stock
               shall mean (i) preferred stock,  debentures and notes convertible


                                     - 10 -
<PAGE>
               into  Common  Stock,  and (ii)  options or  warrants  to purchase
               Common  Stock  at a price  that  is no  greater  than  95% of the
               Effective  Price of such  issue or sale of  Additional  Shares of
               Common  Stock.  The "number of shares of Common Stock  underlying
               Other  Securities" on a particular  date shall mean the number of
               shares of Common Stock  issuable upon the exercise or conversion,
               as the case may be,  of such  Other  Securities  at the  close of
               business  on such date but only to the  extent  that the  holders
               thereof  have the fully vested legal right to exercise or convert
               such Other Securities on such date and to retain the Common Stock
               issued upon such exercise or conversion.

                    (7)     Upon  the  occurrence  of  each  adjustment  or
          readjustment of the Conversion  Price,  the Corporation at its expense
          shall promptly  compute such  adjustment or readjustment in accordance
          with the terms hereof, and shall prepare and furnish to the holders of
          the  Series  2-A  Preferred  Stock a  certificate  setting  forth such
          adjustment or readjustment  and showing in detail the facts upon which
          such adjustment or readjustment is based.

               e.     Notices of Record Date.  In the event of any taking by the
                      ----------------------
     Corporation  of a record of the holders of any class of securities  for the
     purpose of determining  the holders thereof who are entitled to receive any
     dividend (other than a cash dividend) or other  distribution,  any security
     or right convertible into or entitling the holder thereof to receive or any
     right to subscribe for,  purchase or otherwise  acquire any shares of stock
     of any class or any other  securities or property,  or to receive any other
     right,  the  Corporation  shall mail to each holder of Series 2-A Preferred
     Stock at least  twenty  (20) days prior to the date  specified  therein,  a
     notice  specifying the date on which any such record is to be taken for the
     purpose of such dividend,  distribution,  security or right, and the amount
     and character of such dividend, distribution, security or right.

               f.     Reservation  of  Stock  Issuable  Upon  Conversion.  The
                      --------------------------------------------------
     Corporation  shall  at all  times  reserve  and keep  available  out of its
     authorized but unissued  shares of Common Stock,  solely for the purpose of
     effecting the  conversion of the shares of the Series 2-A Preferred  Stock,
     such  number of its  shares of Common  Stock as shall  from time to time be
     sufficient to effect the conversion of all outstanding shares of the Series
     2-A  Preferred  Stock  and if at any  time the  number  of  authorized  but
     unissued  shares of Common  Stock  shall not be  sufficient  to effect  the
     conversion  of all then  outstanding  shares of the  Series  2-A  Preferred
     Stock,  the  Corporation  will take such  corporate  action as may,  in the
     opinion of its  counsel,  be  necessary  to  increase  its  authorized  but
     unissued  shares  of  Common  Stock to such  number  of  shares as shall be
     sufficient for such purpose,  including,  without  limitation,  engaging in
     best efforts to obtain the requisite  stockholder approval of any necessary
     amendment to this Articles of Incorporation.


                                     - 11 -
<PAGE>
               g.     Fractional  Shares.  No  fractional  share shall be issued
                      ------------------
     upon the  conversion of any share or shares of Series 2-A Preferred  Stock.
     All shares of Common Stock  (including  fractions  thereof)  issuable  upon
     conversion of more than one share of Series 2-A Preferred Stock by a holder
     thereof  shall be  aggregated  for  purposes  of  determining  whether  the
     conversion would result in the issuance of any fractional  share. If, after
     the aforementioned aggregation, the conversion would result in the issuance
     of a fraction of a share of Common Stock, the Corporation shall, in lieu of
     issuing any fractional  share,  pay the holder  otherwise  entitled to such
     fraction a sum in cash equal to the fair market  value of such  fraction on
     the date of conversion (determined as provided in Section 5.c.).

               h.     Notices.  Any  notice  required  by the provisions of this
                      -------
     Section 5 to be given to the  holders  of shares  of Series  2-A  Preferred
     Stock shall be deemed given if deposited in the United States mail, postage
     prepaid,  return receipt requested,  and addressed to each holder of record
     at his address appearing on the books of the Corporation.

          8.   Amendment.
               ---------

          Any term relating to the Series 2-A Preferred Stock may be amended and
the  observance  of  any  term relating to the Series 2-A Preferred Stock may be
waived  (either  generally  or  in  a particular instance) only with the vote or
written consent of holders of a majority of the outstanding shares of the Series
2-A  Preferred  Stock.  Any  amendment  so  effected  shall  be binding upon the
Corporation  and  any  holder  of  the  Series  2-A  Preferred  Stock.

          9.   Restrictions  and  Limitations.
               ------------------------------

          So  long  as  any  shares  of  Series  2-A  Preferred  Stock  remain
outstanding,  the  Corporation shall not, without the vote or written consent by
the  holders  of  a  majority  of the outstanding shares of Series 2-A Preferred
Stock,  voting  together  as  a  single  class:

               a.     Increase  or decrease (other than by conversion) the total
     number  of  authorized  shares  of  Series  2-A  Preferred  Stock;  or


                                     - 12 -
<PAGE>
               b.     Amend  the Articles of Incorporation of the Corporation to
     change the rights, preferences, privileges or limitations of the Series 2-A
     Preferred Stock.

          10.  No  Reissuance  of  Series  2-A  Preferred  Stock.
               -------------------------------------------------

          No  share  or  shares  of  Series  2-A Preferred Stock acquired by the
Corporation  by reason of redemption, purchase, conversion or otherwise shall be
reissued,  and  all  such shares shall be returned to the status of undesignated
shares  of  Preferred  Stock.

          11.  Residual  Rights.
               ----------------

          Holders  of  shares  of  Series 2-A Preferred Stock shall not have any
pre-emptive  rights.  All  rights  accruing  to  the  outstanding  shares of the
Company not expressly provided for to the contrary herein shall be vested in the
Common  Stock.

C.     That the number of shares of Series 2-A Preferred Stock is 2,100,000; and

D.     That  none  of such shares of Series 2-A Preferred Stock has been issued.


                                     - 13 -
<PAGE>
          IN  WITNESS  WHEREOF  Vsource,  Inc. has caused this certificate to be
executed  by  Robert  C.  McShirley,  its President and Sandford T. Waddell, its
Secretary,  on  the  date  set  forth  below.


Dated:    7/27   , 2000
       ----------




                                            /s/  Robert  C.  McShirley
                                            ------------------------------------
                                            Robert  C.  McShirley,  President


                                            /s/  Sandford  T.  Waddell
                                            ------------------------------------
                                            Sandford  T.  Waddell,  Secretary




STATE  OF         California     )
          ----------------------
                          )  ss:
COUNTY  OF        Ventura         )
          ----------------------


     On  July  7,  2000  personally  appeared  before  me,  a  Notary  Public,
        ---------------

        Robert  C.  McShirley     and       Sandford  T.  Waddell      ,  who
  -------------------------------     ---------------------------------
acknowledged  that  they  executed  the  above  instrument.


                                            /s/  Sylvia  Lazaris
                                            ------------------------------------
(SEAL)                                             Notary  Public


                                     - 14 -
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