EXHIBIT 4.6

Transfer of this certificate and the shares  represented hereby is restricted by
the provisions stated on the reverse hereof.





         NUMBER                                                SHARES

          PFB-1


                         [Logo] SUMMIT LIFE CORPORATION
                             AN OKLAHOMA CORPORATION



This certifies that ______________________________________________ is the record
holder of  __________  shares of the par value of one tenth of one cent  ($.001)
each,  fully paid,  of the SERIES B CONVERTIBLE  PREFERRED  STOCK of SUMMIT LIFE
CORPORATION,  transferable  only on the books of the  Corporation  by the record
holder hereof,  in person or by duly  authorized  attorney,  on the surrender of
this certificate properly endorsed or by the record holder hereof on delivery of
this  certificate,  either with proper  assignment on the back hereof, or with a
separate written assignment accompanying this certificate.

A complete  description  of the rights,  powers,  preferences,  privileges,  and
restrictions granted to or imposed on the SERIES B CONVERTIBLE  PREFERRED STOCK,
as established by the  Certificate  of  Designations  relating to such preferred
stock and filed with the  Secretary of State of the State of Oklahoma on October
10,  2000,  will be  furnished to any  stockholder  of the Series B  Convertible
Preferred  Stock on request and without  charge at the  principal  office of the
Corporation.

In witness whereof, the Corporation has caused this certificate to be signed by
its duly authorized officers, and to be sealed with the seal of the Corporation
at Del City, Oklahoma, on _____________________________.


ATTEST:



   /s/ Quinton Hiebert               [SEAL]        /s/ Charles L. Smith
-----------------------------                    -------------------------------
Quinton Hiebert, Secretary                       Charles L. Smith, President


<PAGE>

                                      PFB-1



                                   SUMMIT LIFE
                                   CORPORATION


                                   CERTIFICATE
                                       FOR



                                     SHARES

                                       OF

                                 PREFERRED STOCK


                               ------------------
                                      DATED


THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO THE  COMPLETE
DESCRIPTION OF THE RIGHTS,  POWERS,  PREFERENCES,  PRIVILEGES,  AND RESTRICTIONS
GRANTED TO OR IMPOSED ON SUCH  SECURITIES AS ESTABLISHED  BY THE  CERTIFICATE OF
DESIGNATIONS RELATING TO THE SERIES B CONVERTIBLE PREFERRED STOCK FILED WITH THE
SECRETARY  OF  STATE  OF  THE  STATE  OF  OKLAHOMA  ON  OCTOBER  10,  2000,  AND
INCORPORATED  HEREIN BY REFERENCE.  A COPY OF SUCH  CERTIFICATE OF  DESIGNATIONS
WILL BE FURNISHED TO ANY STOCKHOLDER OF THE SERIES B CONVERTIBLE PREFERRED STOCK
ON REQUEST AND WITHOUT CHARGE AT THE PRINCIPAL OFFICE OF THE CORPORATION.


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN
ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE SOLD OR  TRANSFERRED  FOR VALUE IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  OF THEM UNDER THE  SECURITIES ACT OF 1933
AND/OR ANY APPLICABLE  SECURITIES ACT, OR AN OPINION OF COUNSEL  SATISFACTORY TO
THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.