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  FILED # C14850-02
          ---------
    FEB  28  2003
   IN THE OFFICE OF
  /s/  Dean  Heller
DEAN  HELLER  SECRETARY OF STATE


                           CERTIFICATE OF DESIGNATION
                            (PURSUANT TO NRS 78.1955)
                                       OF
                          TURBODYNE TECHNOLOGIES, INC.
                               (THE "CORPORATION")

In  accordance  with  NRS  78.1955,  the  undersigned officer of the Corporation
hereby  certifies  that  the  board  of  directors  of  the  Corporation have by
resolution  set  forth  below designated a series of the Corporation's preferred
stock,  par  value $0.001 per share, to be known as the Series X Preferred Stock
and  to  have  the  voting  powers,  designations,  preferences,  limitations,
restrictions  and  relative  rights  set  forth  below:

"RESOLVED THAT:

The  Corporation  designate  150,000  shares  of  preferred stock as a series of
preferred  stock,  to  be  known  as the "Series X Preferred Stock", to have the
voting powers, designations, preferences, limitations, restrictions and relative
rights  set  forth  below:

(a)     Voting Rights
        -------------

        The  holders  of  each share of Series X Preferred Stock will  not  have
        any voting rights, except as expressly  provided  by  the  Corporation's
        Articles  of  Incorporation  and  Chapter  78  of  the  Nevada  Revised
        Statutes,  where such voting  rights  are  prescribed to the holder as a
        holder  of Series X Preferred Stock or as a holder of the  Corporation's
        preferred  stock.

(b)     Dividend Provisions
        -------------------

        The  holders of Series X Preferred Stock shall be entitled to receive
        dividends, out  of  any  assets  legally  available  therefor,  pro-rata
        with  the  issued  and  outstanding  shares of the  Corporation's common
        stock on an "as converted" basis when  and  if  dividends  are  declared
        on  the outstanding  shares of the Corporation's  common  stock  by  the
        board  of  directors.

(c)     Liquidation Preference
        ----------------------

        In  the  event  of  any  liquidation,  dissolution  or winding up of the
        Corporation,  either  voluntarily  or  involuntarily,  the  holders  of
        Series X Preferred Stock  shall  be  entitled  to  receive  pro-rata
        with  the holders of the Corporation's  issued  and  outstanding  common
        stock  all  of  the  remaining  assets  of  the  Corporation  available
        for  distribution  to  stockholders  on  an  "as  converted"  basis.


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Turbodyne Technologies, Inc.           2
Certificate of Designation
--------------------------------------------------------------------------------

(d)     Conversion
        ----------

        The  holders  of  the  Series  X  Preferred  Stock shall have conversion
        rights  as  follows:

        (i)  Right  to  Convert.  Each  share  of Series X Preferred Stock shall
             ------------------
             be  convertible,  at  the  option  of the holder, at any time after
             the  date  of   issuance  of  such  share into such number of fully
             paid  and non-assessable shares  of  the Corporation's common stock
             as  determined  by  multiplying  the  number  of shares of Series X
             Preferred  Stock  converted  by a multiple of 100 (the  "Conversion
             Ratio").

        (ii) Mechanics  of  Conversion.  Before any holder of Series X Preferred
             -------------------------
             Stock  shall be entitled  to convert the same into shares of common
             stock,  he  or  she shall surrender the certificate or certificates
             representing the  shares of  Series  X  Preferred  Stock  converted
             to  the  Corporation, or to the Corporation's  transfer agent, with
             written notice of the holder's election  to  convert.  Upon receipt
             by  the  Corporation  or  the  Corporation's  transfer  agent,  the
             conversion  will  be irrevocable. The Corporation shall, as soon as
             practicable  thereafter,  issue  and  deliver  to  the  holder  a
             certificate  or  certificates  for  the  number of shares of common
             stock  to  which  the  holder  is  entitled  upon  conversion.  The
             certificates  shall  be delivered by the Corporation to the address
             of the holder on the records of the Corporation, provided  that the
             Corporation  will  update  its  records  in the event of receipt of
             notice of change of address from the holder.  The  conversion  will
             be  deemed to have been made immediately prior to close of business
             on  the  date  of the surrender of the shares of Series X Preferred
             Stock  to  be converted.  The holder entitled to receive the shares
             of common stock issuable  upon  the  conversion  shall  be  treated
             for  all  purposes  as  the  recordholder of  such shares of common
             stock as of the date of conversion.  The  certificates representing
             the  shares  of  common  stock  issuable upon  conversion  will  be
             endorsed  with  any  legend  denoting  the  shares  as  "restricted
             securities"  under  the  Securities  Act  of  1933,  if deemed
                                      -------------------------
             reasonable  and  advisable  by  the  legal  advisors  to  the
             Corporation.

        (iii) Adjustment  to  Conversion  Ratio. The number of shares to be
              ---------------------------------
              issued upon  conversion  of  the  Series X Preferred Stock will be
              subject  to  adjustment  from  time  to  time  as  follows:

              1)   In  the  event  the  Corporation should at any time after the
                   issue  of  shares  of  Series  X  Preferred  Stock  fix  a
                   record date for the effectuation  of  a  split or subdivision
                   of  the  outstanding  shares  of  common  stock  or  the
                   determination of holders of common stock entitled to  receive
                   a  dividend  or  other  distribution  payable  in  additional
                   shares  of  common  stock  or  other  securities  or  rights
                   convertible  into,  or  entitling  the  holder  thereof  to
                   receive  directly  or  indirectly,  additional  shares  of
                   common  stock  (hereinafter  referred  as  "Common  Stock
                   Equivalents") without payment of any additional consideration
                   by  such  holder  for  the  additional shares of common stock
                   or the Common  Stock  Equivalents  (including  the additional
                   shares  of  common stock issuable upon conversion or exercise
                   thereof),  then, as at such record date, or the  record  date
                   of  such dividend distribution, split or subdivision  (if  no
                   record date is fixed), the conversion ratio of the  Series  X


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Turbodyne Technologies, Inc.           3
Certificate of Designation
--------------------------------------------------------------------------------


                   Preferred Stock shall be appropriately increased so that the
                   number  of  shares  of  common  stock  issuable  upon
                   conversion  of  each  share  of  Series  X  Preferred  Stock
                   shall  be  increased  proportionately.

              2)   If  the  number  of shares of common stock outstanding at any
                   time after  issuance  of  any shares of  Series  X  Preferred
                   Stock is decreased by a combination of the outstanding shares
                   of  common stock, then, following the  record  date  of  such
                   combination, the conversion ratio for the Series  X Preferred
                   Stock shall be appropriately decreased so that the number  of
                   shares of common stock issuable on conversion of each share
                   of  Series  X  Preferred  Stock  will  be  decreased  in
                   proportion  to  the  decrease  in  outstanding  shares.


START


(e)     Other Distributions
        -------------------

        In  the  event  the  Corporation shall declare a distribution payable in
        Securities of  other  persons  or  its  subsidiaries or any distribution
        of other property, then, in each case, the holders of Series X Preferred
        Stock  will  be  entitled  to  a  proportionate  share  of  any  such
        distribution as though they were holders of  the number of shares of
        common  stock  of  the  Corporation  into  which the shares of Series  X
        Preferred  Stock are convertible into as of the record  date  fixed  for
        the  determination  of  the  distribution.

(f)     Notices of Record Date
        ----------------------

        In the event of any determination by the Corporation of a record of  the
        Holders of  any  class of securities for the purposes of determining the
        holders  thereof  who  are  entitled  to  receive  any dividend or other
        distribution,  any right to subscribe for, purchase or otherwise acquire
        any  shares of any class or any  other  securities  or  property,  or to
        receive any other right, the Corporation shall  mail  to  each holder of
        Series  X  Preferred  Stock, at least ten (10) 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 or right
        and the  amount  and  character of such dividend, distribution or right.

(g)     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 Series X 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  Series  X  Preferred  Stock.


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Turbodyne Technologies, Inc.           4
Certificate of Designation
--------------------------------------------------------------------------------


(h)     Status of Converted Stock
        -------------------------

        In  the  event  any  shares  of  Series  X  Preferred  Stock  shall  be
        converted, the  shares  so  converted  shall  be  cancelled.

(i)     Number of Authorized Shares of Seriex X Preferred Stock
        -------------------------------------------------------

        The  number  of  authorized  shares of Series X Preferred Stock shall be
        150,000  shares."

This  Certificate  of  Designation  will  become  effective upon filing with the
Nevada  Secretary  of  State.

This  Certificate of Designation is executed on behalf of the Corporation by the
undersigned  officer  of  the  Corporation.

Signature of Officer:          /s/ Daniel  Black
                               -----------------
Name of Officer:                 DANIEL  BLACK
                               ---------------
Office Held by the Officer:    PRESIDENT & CEO
                               ---------------
Date of Execution:             2/14/2003
                               ---------------

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               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

                 MAR  03  2003

              /s/ Dean  Heller
                  Dean  Heller

        By       /s/ D.  Farmer
                 --------------